11-K 1 f11k01b.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20542

FORM 11-K

X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2001

or

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHNAGE ACT OF 1934 for the transition period from --- to ---.

Commission File No. 1-12043

A. Full title of the plan and address of the plan, if different from that of the isuer named below:

FAHNESTOCK & CO., INC. 401(k) PLAN
125 Broad Street
New York NY 10004
U.S.A.

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

FAHNESTOCK VINER HOLDINGS INC.
Suite 1110, PO Box 2015
20 Eglinton Avenue West
Toronto ON M4R 1K8
Canada

 

REQUIRED INFORMATION

Item 1. Not applicable

Item 2. Not applicable

Item 3. Not applicable

Item 4. Financial Statements and Supplemental Information

 

 

Fahnestock & Co., Inc. 401(k) Plan
Financial Statements and Schedule
December 31, 2001 and 2000

Report of Independent Accountants 1

Financial Statements:
Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000 2
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2001 3
Notes to Financial Statements 4-9

Supplemental Schedule:
Schedule I - Schedule of Assets (Held at End of Year) as of December 31, 2001 10

 

Report of Independent Accountants

 

To the Trustees of the Fahnestock & Co., Inc. 401(k) Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Fahnestock & Co., Inc. 401(k) Plan (the "Plan") at December 31, 2001 and 2000, and the changes in net assets available for benefits for the year ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule as listed on the accompanying index is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

June 15, 2002

PRICEWATERHOUSECOOPERS LLP

 

Fahnestock & Co., Inc. 401(k) Plan
Statements of Net Assets Available for Benefits

             

December 31,

             

2001

 

2000

                   

Assets

           
 

Investments, at fair value

$ 69,479,555

 

 

$ 73,321,982

                   

Contributions receivable from

     
 

Fahnestock & Co. Inc.

1,524,556

 

-

 

Participants

59,398

 

358,189

                   

Loans receivable from participants

1,872,019

 

1,394,480

                   

Accrued income receivable

46,793

 

39,247

                   
     

Total assets

$ 72,982,321

 

 

$ 75,113,898

                   

Liabilities

         
 

Payable to Fahnestock & Co. Inc.

-

 

575,853

                   
     

Total liabilities

-

 

575,853

                   
     

Net assets available for benefits

$ 72,982,321

 

 

$ 74,538,045

The accompanying notes are an integral part of these financial statements.

 

 

Fahnestock & Co., Inc. 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
For the year ended December 31, 2001

Additions to net assets attributed to

 
               

Contributions

 
 

Participants

$ 5,337,768

 

Employer

1,524,556

               
     

Total contributions

6,862,324

               

Additions (deductions) from net assets attributed to

 
 

Net realized and unrealized losses on investments

(4,796,070)

 

Interest

 

297,045

 

Dividends

743,767

               
     

Net investment loss

(3,755,258)

               
 

Benefits paid to participants

4,662,790

               
     

Total deductions

8,418,048

               
     

Net decrease in net assets

(1,555,724)

               

Net assets available for benefits

 
 

Beginning of year

74,538,045

               
 

End of year

$ 72,982,321

The accompanying notes are an integral part of these financial statements.

 

Fahnestock & Co., Inc. 401(k) Plan
Notes to Financial Statements

1. Description of the Plan

The following description of the Fahnestock & Co., Inc. 401(k) Plan (the "Plan") provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan’s provisions.

General
The Plan was established on January 1, 1987 and was amended and restated to add a profit-sharing provision effective January 1, 1991. The Plan was subsequently amended effective January 1, 1998 to change the rates used in computing the discretionary profit sharing contribution from Fahnestock & Co., Inc. (the "Company").

Effective January 1, 1999, employees of the First of Michigan Division of the Company became eligible to participate in the Plan.

Employees of the Company who are 21 and have completed one year of service shall be eligible to receive an allocation of the discretionary profit sharing contribution. Employees of the Company who are 21 and have completed six months of service shall be eligible to make elective deferrals into the Plan.

Allocation provisions
Under the terms of the Plan, the individual makes all investment decisions with respect to his/her account balance, subject to available investment alternatives. Participants should refer to the respective fund prospectus for a more complete description of the investment objectives. These investment alternatives include:

Bond Fund - Funds are invested in U.S. government and high quality U.S. corporate securities.

Money Market Fund - Funds are invested in the Fahnestock Prime Cash Series Fund.

Vanguard Index Trust Fund - Funds are invested in shares of a registered investment company that invests in large capitalization stocks that is designed to replicate the performance of the Standard and Poors 500 Index.

AIM Value Fund - Funds are invested in shares of a registered investment company that seeks long term growth by investing in under valued securities.

MFS Emerging Growth Fund - Funds are invested in shares of a registered investment company that seeks long term growth by primarily investing in stocks of small and emerging companies.

Templeton World Fund - Funds are invested in shares of a registered investment company that seeks long term growth by investing in companies throughout the world.

Putnam Fund for Growth and Income - Funds are invested in shares of a registered investment company that seeks capital growth and current income.

Certificate of Deposit Fund - Funds are invested in certificates of deposits and the Fahnestock Prime Cash Series Fund.

Fahnestock Viner Holdings Inc. Common Stock Fund - Funds are invested in common stock of the Company’s parent, Fahnestock Viner Holdings Inc.

Ivy U.S. Emerging Growth Fund - Funds are invested in shares of a registered investment company that seeks long-term capital growth primarily through investment in equity securities.

Company contributions
As discussed above, the Company may contribute to the Plan a discretionary profit-sharing amount (the "Employer Regular Contribution"). The Employer Regular Contribution is determined by its Board of Directors and is subject to guidelines set forth in the Plan description.

Employer Regular Contributions for the year ending December 31, 2001 were determined as follows:

  • 1.9% of the first $30,000 of a participant’s compensation;
  • 4.8% of the next $10,000 of a participant’s compensation;
  • 5.5% of the next $25,000 of a participant’s compensation;
  • 6.0% of the next $35,000 of a participant’s compensation;
  • 2.0% of the next $60,000 of a participant’s compensation; and
  • 0% above $160,000 of a participant’s compensation.

If participants elect to receive their Employer Regular Contribution in the form of common stock of Fahnestock Viner Holdings Inc. ("Holdings"), the Company may make an additional contribution of Holdings common stock up to or equal to 15 percent of the purchase price of the common stock (the "Employer Stock Contribution") at the discretion of the Directors of the Board.

For the year ended December 31, 2001 the total Company contribution was approximately $1,525,000 plus approximately $681,000 which was contributed by the Company as an Employer Stock Contribution from forfeited accounts.

Employees may make salary deferral contributions of up to 14% of compensation. Current law limits participant deferrals to $10,500 for the plan year ended December 31, 2001.

Vesting
All participants are immediately and fully vested in all Employee Elective Deferrals and the income derived from the investment of such contributions.

Participants will be vested in Employer Regular Contributions plus the income thereon upon the completion of service with the Company or an affiliate at the following rate:

  • Less than 3 years of service 0%
  • After 3 years of service 20%
  • After 4 years of service 40%
  • After 5 years of service 60%
  • After 6 years of service 80%
  • After 7 years of service 100%

All years of service with the Company or an affiliate are counted to determine a participant’s nonforfeitable percentage except years of service before the Plan was restated in 1991. Participants will be 100 percent vested in the additional portion of the Employer Stock Contributions only upon completion of 5 years service.

At December 31, 2001, forfeited nonvested accounts totaled approximately $988,000. These accounts will be used to reduce future employer contributions. The 2001 employer contributions were reduced by approximately $681,000 from forfeited nonvested accounts.

Company Qualified Matching and Qualified Non-Elective Contributions as defined in the Plan document, if required, are fully vested when made. No payments under these provisions were required during the year ended December 31, 2001.

Notwithstanding the vesting schedules specified above, with respect to retirement, a participant’s right to his or her accounts will be nonforfeitable upon the attainment of: the later of age 65 or the fifth anniversary of the participation commencement date; death; or disability, as defined.

Payment of benefits
Payment of vested benefits under the Plan will be made in the event of a participant’s termination of employment, death, retirement, or financial hardship and may be paid in either a lump-sum distribution or over a certain period of time as determined by IRS rules or by participant election.

Loans to participants
Loans are made available to all participants. Loans must be adequately collateralized using not more than fifty percent of the participant’s vested account balance and bear a fixed interest rate of 8%. Loan principal and interest payments are applied to fund balances from which proceeds were drawn unless otherwise specified by the participant.

Income tax status
The Plan received a determination letter on August 2, 1994, from the Internal Revenue Service (IRS) qualifying the Plan under the IRS code as exempt from Federal income taxes. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan continues to be designed and operated in compliance with the applicable requirements of the Internal Revenue Code.

2. Significant Accounting Policies

Securities transactions are recorded on a trade date basis with gains and losses reflected in income. Interest and dividend income are recorded on the accrual basis.

Investments are stated at fair value, based on quoted market prices for valuation of common stock, debt obligations, and mutual funds. Assets held in money market accounts are valued at cost which approximates fair value.

Benefits are recorded when paid.

The Plan presents in the statement of changes in net assets available for benefits the net depreciation in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of additions and contribution to, and deductions from net assets during the reporting period. Actual results could differ from those estimates.

The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are subject to interest rate, market, foreign exchange and credit risks.

Due to the risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the near term could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.

3. Related Parties

The Company acts as investment advisor and administrator. It is the custodian of the Plan assets in the Bond Fund, the Money Market Fund, the Certificate of Deposit Fund, and the Fahnestock Viner Holdings Inc. Common Stock Fund. The Company executes the Plan’s transactions, and provides accounting and other administrative services for which no charge is made to the Plan.

The Trustees of the Plan are also officers and directors of the Company.

4. Concentration of Investments

The following investments represent 5% or more of net assets available for plan benefits as of December 31, 2001:

                  Percent of Net  
              Market   Assets Available  
              Value   for Plan Benefits  
                     
Fahnestock Prime Cash Series        
  Held by: Money Market Fund

6,402,075

     
            Bond Fund 26,656      
            Certificate of Deposit Fund 227,577      
Total Fahnestock Prime Cash Series 6,656,308   9.12%  
                     
Fahnestock Viner Holdings Inc. - Common Stock Fund 19,360,030   26.53%  
Vanguard Index Trust Fund 9,698,686   13.29%  
AIM Value Fund 10,833,438   14.84%  
MFS Emerging Growth Fund 6,908,679   9.47%  
Templeton World Fund 4,952,092   6.79%  
Putnam Fund for Growth and Income 3,782,277   5.18%  

 

During 2001, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $4,796,070 as follows:

Mutual funds

$(7,757,312)

Common stock

2,877,523

Corporate bonds

18,729

U.S. Government securities

27,511

Certificate of deposit

37,479

 

$(4,796,070)

 

5. Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). In the event of Plan termination, participants will become 100 percent vested in their contributions and related investment earnings.

6. Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

                 
             

December 31, 2001

 
                 

Net assets available for benefits per the financial statements

$ 72,982,321

 

Amounts allocated to withdrawing participants

(181,295)

 
                 
         

Net assets available for benefits per the Form 5500

$ 72,801,026

 

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5000:

             

Year ended

 
             

December 31, 2001

 
                 

Benefits paid to participants per the financial statements

$ 4,662,790

 

Add: Amounts allocated to withdrawing participants at

   
 

December 31, 2001

181,295

 
                 
         

Benefits paid to participants per the Form 5500

$ 4,844,085

 

Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date.

7. Subsequent Events

In January 2002 the Plan invested the employer contribution in accordance with the participants’ elections.

Effective July 1, 2002, the following plans were merged into the Plan:

  • First of Michigan A Division of Fahnestock & Co. Inc. Capital Accumulation 401(k) Plan
  • Josephthal & Co., Inc. Employee Savings Plan
  • Prime Charter Limited Tax Deferred Savings Plan
  • Buy&hold.com Inc. 401(k) Retirement Plan

The Plan document was amended effective July 1, 2002. Nationwide Trust Company was appointed as trustee and The 401K Company was hired to administer the Plan.

Fahnestock & Co., Inc. 401(k) Plan
Schedule of Assets (Held at End of Year)
December 31, 2001

Schedule 1

                   

Fair or

           

Description

     

Stated Value

                     

Bond Fund

         
                     

Fahnestock Prime Cash Series Fund

   

 

 

$ 26,656

Notes:

             
 

U.S. Treasury Notes, 7.5% due May 15, 2002

     

102,156

 

U.S. Treasury Notes, 5.125% due December 31, 2002

     

154,546

 

U.S. Treasury Notes, 4.75% due January 31, 2003

     

256,953

 

U.S. Treasury Notes, 6.25% due February 15, 2003

     

104,438

 

U.S. Treasury Notes, 4.25% due November 15, 2003

     

255,938

 

U.S. Treasury Notes, 4.75%, due February 15, 2004

     

258,125

 

U.S. Treasury Notes, 7.25%, due August 15, 2004

     

136,485

 

U.S. Treasury Notes, 6.5% due August 15, 2005

     

162,469

 

U.S. Treasury Notes, 5.75%, due November 15, 2005

     

264,140

 

U.S. Treasury Notes, 6.5%, due October 15, 2006

     

163,359

 

U.S. Treasury Notes, 6.125%, due August 15, 2007

     

107,594

                     
     

Total Notes

     

1,966,203

                     

Corporate Bonds:

       
 

Warner Lambert, 5.75% January 15, 2003

     

76,784

 

Atlantic Richfield, 5.55% April 15, 2003

     

206,734

 

Wells Fargo Company, 7.20% May 1, 2003

     

105,466

 

Campbell Soup Company, 4.75% October 1, 2003

     

101,978

 

Bank of America Corporation, 7.625% June 15, 2004

     

108,298

 

GTE North Inc., 6.4% February 15, 2005

     

103,108

                     
     

Total Corporate Bonds

     

702,368

                     
     

Total Bond Fund

     

2,695,227

                     

Fahnestock Viner Holdings Inc. - Common Stock Fund

     

19,360,030

                     

Vanguard Index Trust Fund

     

9,698,686

                     

Money Market Fund

       
 

Fahnestock Prime Cash Series Fund

     

6,402,075

                     

Certificate of Deposit ("C.D.") Fund:

       
 

Fahnestock Prime Cash Series Fund

     

227,577

                     
 

Cross Country Bank CD 4.75% due May 2, 2003

     

864,510

                     
 

BNC National Bank CD 4.80% due May 16, 2003

     

666,731

                     
     

Total C.D. Fund

     

1,758,818

                     

Ivy U.S. Emerging Growth Fund

     

3,088,233

                     

AIM Value Fund

     

10,833,438

                     

MFS Emerging Growth Fund

     

6,908,679

                     

Templeton World Fund

     

4,952,092

                     

Putnam Fund for Growth and Income

     

3,782,277

                     
   

Total investments

     

69,479,555

                     
             

Number

 

Interest

 

Maturity

   

Description

 

of Loans

 

Rates

 

Dates

   
                           

*Participant loans

194

 

8%

 

Jan 2002 -

   
                     

May 2025

 

$ 1,872,019

                           
   

Total assets held for investment

           

$ 71,351,576

                           

*Party in interest

             

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees for the Fahnestock & Co., Inc. 401(k) Plan have duly caused this annual report to be signed on their behalf by the undersigned thereunto duly authorized.

FAHNESTOCK & CO., INC. 401(k) PLAN

signed "A.G. Lowenthal"
Albert G. Lowenthal, as Trustee of the
Fahnestock & Co., Inc. 401(k) Plan

Date: June 28, 2002

EXHIBIT INDEX

Exhibit 23 Consent of Independent Accountants