FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FAHNESTOCK VINER HOLDINGS INC [ FVH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/12/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
See Footnote(1) | 0(2)(3) | 05/12/2003 | C(2)(3) | 1 | 08/08/1988(2)(3) | 08/08/1988(2)(3) | See Footnote(4) | 1 | $0(2)(3) | 0 | D | ||||
See Footnote(4) | 23.2(5) | 05/12/2003 | C(2)(3) | 1 | 08/08/1988(6) | 08/08/1988(6) | Class A Shares | 3,915,585(7) | $0(2)(3) | 2(7) | D |
Explanation of Responses: |
1. Convertible Debenture Due 2006 issued by E. A. Viner International Co., a subsidiary of Fahnestock Viner Holdings, Inc. |
2. 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).) |
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. |
4. Second Variable Rate Exchangeable Debenture Due 2013 issued by E. A. Viner International Co., a subsidiary of Fahnestock Viner Holdings, Inc. |
5. The initial conversion price is $23.20 per Class A Share and is subject to customary anti-dilution adjustments. |
6. 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. |
7. 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 | 07/02/2003 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |