-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P2HUtK07dzoJklN+VgmLIkBBSF3rQtow75d8XR6XOUZ0uKnkdVjtV4XzKA/FpEfR LOIclbCuj7wPrrdVhPkPWQ== 0000902561-03-000327.txt : 20030711 0000902561-03-000327.hdr.sgml : 20030711 20030711153557 ACCESSION NUMBER: 0000902561-03-000327 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030512 FILED AS OF DATE: 20030711 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FAHNESTOCK VINER HOLDINGS INC CENTRAL INDEX KEY: 0000791963 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 980080034 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: SUITE 1110, P.O. BOX 2015 STREET 2: 20 EGLINTON AVE. WEST CITY: TORONTO ONTARIO CANADA STATE: A0 ZIP: M4R 1K8 BUSINESS PHONE: (416)322-1515 MAIL ADDRESS: STREET 1: PO BOX 2015 SUITE 1110 STREET 2: 20 EGLINTON AVENUE WEST CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M4R 1K8 FORMER COMPANY: FORMER CONFORMED NAME: VINER E A HOLDINGS LTD DATE OF NAME CHANGE: 19880622 FORMER COMPANY: FORMER CONFORMED NAME: GOLDALE INVESTMENTS LTD DATE OF NAME CHANGE: 19861030 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CANADIAN IMPERIAL BANK OF COMMERCE /CAN/ CENTRAL INDEX KEY: 0001045520 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12043 FILM NUMBER: 03783791 BUSINESS ADDRESS: STREET 1: PO BOX 770, SUITE 4440 STREET 2: BCE PLACE, 181 BAY STREET CITY: TORONTO ONTARIO STATE: A6 BUSINESS PHONE: 2128563612 MAIL ADDRESS: STREET 1: COMMERCE CT CITY: TORONTO ONTARIO STATE: A6 4 1 primary_doc.xml PRIMARY DOCUMENT 4 2003-05-12 0 0000791963 FAHNESTOCK VINER HOLDINGS INC FVH 0001045520 CANADIAN IMPERIAL BANK OF COMMERCE /CAN/ 0 0 1 0 See Footnote 0 2003-05-12 4 C 0 1 0 D 1988-08-08 1988-08-08 See Footnote 1 0 D See Footnote 23.2 2003-05-12 4 C 0 1 0 A 1988-08-08 1988-08-08 Class A Shares 3915585 2 D Convertible Debenture Due 2006 issued by E. A. Viner International Co., a subsidiary of Fahnestock Viner Holdings, Inc. On May 12, 2003, the shareholders of Fahnestock Viner Holdings, Inc. voted to approve the conversion of the Convertible Debenture Due 2006, dated January 6, 2003 (the "Convertible Debenture"), into the Second Variable Rate Exchangeable Debenture Due 2013 (the "Second Exchangeable Debenture") and the Convertible Debenture was thereby converted automatically in accordance with its terms. The Convertible Debenture had been issued by E. A. Viner International Co. (the "Company"), a subsidiary of Fahnestock Viner Holdings, Inc., to Canadian Imperial Bank of Commerce ("Holder") to fund a portion of the purchase price paid to purchase the Oppenheimer & Co. division business from CIBC World Markets Corp. on January 2, 2003. (Continued in Footnote (3).) The conversion of the Convertible Debenture into the Second Exchangeable Debenture required shareholder approval. Had shareholder approval not been obtained, the Convertible Debenture would have born interest at a rate of 9.75% from its date of issue and would have matured on January 6, 2006. Second Variable Rate Exchangeable Debenture Due 2013 issued by E. A. Viner International Co., a subsidiary of Fahnestock Viner Holdings, Inc. The initial conversion price is $23.20 per Class A Share and is subject to customary anti-dilution adjustments. Holder may, at its option, exchange the principal amount of the Second Exchangeable Debenture (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) for Class A Shares at the exchange price then in effect at any time prior to: (i) the close of business on July 2, 2012, (ii) the delivery to the Company of a notice of its intention to require the Company to redeem the Second Exchangeable Debenture prior to a put date or after a put event in accordance with the terms of the Second Exchangeable Debenture, or (iii) the delivery to the Holder of a notice that Fahnestock Viner Holdings Inc. continues to be deemed a BHC Subsidiary of Holder after a certain period of time in accordance with the terms of the Second Exchangeable Debenture. The Holder holds two Variable Rate Exchangeable Debentures Due 2013. The number of Class A Shares issuable upon exchange of each of these Debentures is determined by dividing the principal amount of such Debentures or portion thereof by the conversion price. The principal amount may be increased by the amount of any accrued but unpaid interest thereon. The initial Variable Rate Exchangeable Debenture Due 2013 is dated January 6, 2003 and is exchangeable for 3,016,415 Class A Shares (as reported on a Form 3 dated January 9, 2003). The Second Exchangeable Debenture (reported herein) is exchangeable for 3,915,585 Class A Shares. Together, the two Variable Rate Exchangeable Debentures Due 2013 are exchangeable for 6,932,000 Class A Shares. /s/ Antonio Molestina, Senior Vice President on behalf of Canadian Imperial Bank of Commerce 2003-07-02 -----END PRIVACY-ENHANCED MESSAGE-----