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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000791963-02-000008.txt : 20021210
<SEC-HEADER>0000791963-02-000008.hdr.sgml : 20021210
<ACCEPTANCE-DATETIME>20021210163759
ACCESSION NUMBER:		0000791963-02-000008
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20021209
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20021210

FILER:

	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

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-12043
		FILM NUMBER:		02853807

	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:	GOLDALE INVESTMENTS LTD
		DATE OF NAME CHANGE:	19861030

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VINER E A HOLDINGS LTD
		DATE OF NAME CHANGE:	19880622
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>f8k1202.htm
<TEXT>
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<body bgcolor="#FFFFFF">

<p align="center"><b>SECURITIES AND EXCHANGE COMMISSION</b></p>

<p align="center">WASHINGTON, D.C. 20549</p>

<p align="center">_______________________</p>

<p align="center">&nbsp;</p>

<p align="center">FORM 8-K</p>

<p align="center">CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE</p>

<p align="center">SECURITIES EXCHANGE ACT OF 1934</p>

<p align="center">&nbsp;</p>

<p align="center">_______________________</p>

<p align="center">Date of report (Date of earliest event
reported): <br>
December 9, 2002</p>

<p align="center">&nbsp;</p>

<p align="center">&nbsp;</p>

<p align="center"><b>FAHNESTOCK VINER HOLDINGS INC.</b></p>

<p align="center"><font size="2">(EXACT NAME OF REGISTRANT AS
SPECIFIED IN ITS CHARTER)</font></p>

<p><font size="1"></font>&nbsp;</p>

<table border="0" cellpadding="9" cellspacing="0" width="547">
    <tr>
        <td valign="top" width="46%"><p align="center"><b>Ontario,
        Canada</b></p>
        <p align="center"><font size="1">(STATE OR OTHER
        JURISDICTION </font></p>
        <p align="center"><font size="1">OF INCORPORATION OR
        ORGANIZATION) </font></p>
        </td>
        <td valign="top" width="26%"><p align="center"><font
        size="1"><b>1-12043 </b></font></p>
        <p align="center"><font size="1">(COMMISSION FILE NO.)</font></p>
        </td>
        <td valign="top" width="28%"><p align="center"><font
        size="1"><b>98-0080034 </b></font></p>
        <p align="center"><font size="1">(I.R.S. EMPLOYER
        IDENTIFICATION NUMBER)</font></p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="46%">&nbsp;</td>
        <td valign="top" width="26%">&nbsp;</td>
        <td valign="top" width="28%">&nbsp;</td>
    </tr>
    <tr>
        <td valign="top" width="46%"><p align="center"><font
        size="1"><b>P.O. Box 2015, Suite 1110<br>
        20 Eglinton Avenue West<br>
        Toronto, Ontario, Canada</b></font><b> </b></p>
        <p align="center"><font size="1">(ADDRESS OF PRINCIPAL
        EXECUTIVE OFFICE) </font></p>
        </td>
        <td valign="top" width="26%">&nbsp;</td>
        <td valign="bottom" width="28%"><p align="center"><font
        size="1"><b>M4R 1K8 </b></font></p>
        <p align="center"><font size="1">(ZIP CODE)</font></p>
        </td>
    </tr>
</table>

<p><font size="1"></font>&nbsp;</p>

<p><font size="1"></font>&nbsp;</p>

<p align="center"><font size="1"><b>(416) 322-1515</b></font></p>

<p align="center"><font size="1">(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)</font></p>

<p><font size="1"></font>&nbsp;</p>

<p align="center"><font size="1"><b>NONE</b></font></p>

<p align="center"><font size="1">(FORMER NAME, FORMER ADDRESS AND
FORMER FISCAL YEAR, IF APPLICABLE)</font></p>

<p><font size="1"></font>&nbsp;</p>

<p align="center"><font size="1">=========================================================================================</font></p>

<p><font size="1"></font>&nbsp;</p>

<p>&nbsp;</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <blockquote>
                        <p><font size="2"><b>ITEM 5. OTHER
                        EVENTS.</b></font></p>
                    </blockquote>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p>Fahnestock Viner Holdings Inc., an Ontario corporation (the
&quot;Company&quot;), has agreed to acquire the U.S. Oppenheimer
Private Client and Asset Management Divisions of CIBC World
Markets Corp. On December 10, 2002, the Company and CIBC issued a
press release announcing details of the transaction. Such press
release is attached as Exhibit 99 to this Current Report on Form
8-K and is incorporated herein by reference.</p>

<p><font size="2"><b>ITEM 7. EXHIBITS.</b></font></p>

<p><font size="1"></font>&nbsp;</p>

<p>(c) Exhibits.</p>

<p>&nbsp;</p>

<table border="0" cellpadding="7" cellspacing="0" width="590">
    <tr>
        <td valign="top" width="32%"><u>Exhibit No.</u></td>
        <td valign="top" width="68%"><u>Description</u></td>
    </tr>
    <tr>
        <td valign="top" width="32%">99</td>
        <td valign="top" width="68%">Press Release dated December
        10, 2002</td>
    </tr>
</table>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p align="center">&nbsp;</p>

<p align="center"><b>SIGNATURE</b></p>

<p>&nbsp;</p>

<p>Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.</p>

<p>&nbsp;</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <p>FAHNESTOCK VINER HOLDINGS INC.</p>
                    <p>By: <u>&quot;E.K. Roberts&quot;___ </u></p>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <p>Name: E.K. Roberts<br>
                    Title: President</p>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p>December 10, 2002</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p align="center">FAHNESTOCK VINER HOLDINGS INC.<br>
CURRENT REPORT ON FORM 8-K<br>
REPORT DATED DECEMBER 10, 2002</p>

<p align="center">EXHIBIT INDEX</p>

<table border="0" cellpadding="7" cellspacing="0" width="590">
    <tr>
        <td valign="top" width="32%"><u>Exhibit No.</u></td>
        <td valign="top" width="68%"><u>Description</u></td>
    </tr>
    <tr>
        <td valign="top" width="32%">99</td>
        <td valign="top" width="68%">Press Release dated December
        10, 2002</td>
    </tr>
</table>

<p align="right">&nbsp;</p>
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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>ex998k02.htm
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<p align="right">EXHIBIT 99</p>

<p><b></b>&nbsp;</p>

<p><b>FAHNESTOCK VINER HOLDINGS INC. TO ACQUIRE CIBC&#146;S U.S.
PRIVATE CLIENT AND U.S. ASSET MANAGEMENT BUSINESSES</b></p>

<p>New York and Toronto, Dec. 10, 2002 &#150; <b>Fahnestock Viner
Holdings Inc. (FVH on NYSE; FHV.A on TSX) and CIBC (BCM on NYSE;
CM on TSX) </b>today announced that Fahnestock has agreed to
acquire the U.S. Oppenheimer Private Client and Asset Management
Divisions of CIBC World Markets Corp., for an aggregate
consideration of approximately U.S. $257 million (C $401
million). </p>

<p>The transaction is expected to close on January 2, 2003,
subject to regulatory approval including the New York and Toronto
Stock Exchanges.</p>

<p>As part of the agreement, CIBC may acquire up to 35% of the
issued shares (on a fully diluted basis) of Fahnestock.</p>

<p>CIBC Oppenheimer operates a high net worth retail business,
which consists of 620 financial consultants in 17 branches in
major financial centers across the United States, with client
assets of approximately U.S. $35 billion (C $55 billion), client
debit balances of approximately U.S. $672 million (C $1.05
billion) and money fund balances of approximately U.S. $3.2
billion (C $5.0 billion). Additionally, CIBC Oppenheimer operates
a highly regarded asset management business with approximately
U.S. $8.7 billion(C $13.6 billion) currently under management in
a variety of products, including growth funds, value funds,
sector funds and specialty funds. Annualized revenues of CIBC
Oppenheimer for 2002 are expected to be approximately U.S. $350
million (C $546 million).</p>

<p>Fahnestock&#146;s principal subsidiary, Fahnestock &amp; Co.
Inc., is a full-service, self-clearing broker-dealer
headquartered in New York City which has been in operation since
1881. Fahnestock employs over 1,100 financial consultants in 89
branch offices throughout the United States as well as in South
America and Canada. Fahnestock &amp; Co. Inc. is a member firm of
the New York Stock Exchange and all principal U.S. exchanges.</p>

<p>Fahnestock intends to operate the acquired businesses under
the name Oppenheimer &amp; Co. The client accounts of both the
retail business and the asset management business will be
executed and cleared through Fahnestock &amp; Co. Inc. commencing
in the spring of 2003. In the period between closing and
conversion of the client accounts, CIBC has agreed that the
accounts will continue to be serviced by CIBC World Markets Corp.
In addition, the financial consultants of the combined firm will
have access to CIBC World Markets research.</p>

<p>This transaction pushes Fahnestock onto the list of the top
ten independent full service retail broker-dealers in the United
States, based on financial consultants and client assets. Upon
completion, Fahnestock will more than double its presence in the
individual client business with over 1,700 financial consultants
in over 100 offices throughout the United States.</p>

<p>&quot;We are delighted to announce the acquisition of the
Oppenheimer business and we look forward to welcoming CIBC
Oppenheimer employees to the Fahnestock family,&quot; said
Fahnestock Chairman, Albert G. Lowenthal. &quot;This acquisition
presents us with exciting synergies. Oppenheimer products will
gain greater distribution through Fahnestock&#146;s existing
network of financial consultants and Oppenheimer&#146;s market
position allows us to optimize our presence in key financial
centers.&quot; </p>

<p>&quot;The combination of CIBC&#146;s Private Client and Asset
Management Divisions in the U.S. with Fahnestock will create an
entity that has the scale and operational efficiencies necessary
to be a strong wealth management competitor within the U.S.
market,&quot; said CIBC Wealth Management Vice Chair Gerry
McCaughey. &quot;By obtaining the right to acquire an interest in
Fahnestock, CIBC will have an opportunity to participate in the
future growth and operating leverage of this combined
business.&quot;</p>

<p>CIBC, headquartered in Toronto, is a leading North American
financial institution with more than eight million personal
banking and business customers. CIBC offers a full range of
products and services through its comprehensive electronic
banking network, branches and offices across Canada, the United
States and around the world. Additional news releases and
information about CIBC is available in its Media Center on the
Internet at www.cibc.com.</p>

<p>Fahnestock Viner Holdings Inc. is a diversified financial
services firm that provides investment and financial services to
individuals as well as institutions. These services include
securities brokerage, investment banking and advisory services.
Additional information on Fahnestock is available on the Internet
at www.fahnestock.com.</p>

<p><font size="2">This news release contains forward-looking
statements which are made pursuant to the &#145;safe harbor&#146;
provisions of the United States <i>Private Securities Litigation
Reform Act of 1995</i>. These forward-looking statements include,
but are not limited to, statements about the plans of Canadian
Imperial Bank of Commerce (&quot;CIBC&quot;) and Fahnestock Viner
Holdings Inc<b>.</b> relating to CIBC Oppenheimer and the
operations and revenue of CIBC Oppenheimer. A forward-looking
statement is subject to inherent risks and uncertainties that may
be general or specific. A variety of factors, many of which are
beyond the control of CIBC, Fahnestock Viner Holdings Inc. and
CIBC Oppenheimer, including the receipt of regulatory approval
for the transaction described in this release, could cause actual
results to differ materially from the expectations expressed in
any of CIBC's forward-looking statements. These and other factors
should be considered carefully and readers should not place undue
reliance on forward-looking statements by CIBC, CIBC Oppenheimer<b>
</b>and Fahnestock Viner Holdings Inc.<b> </b>These parties do
not undertake to update any forward-looking statement that is
contained in this news release. </font></p>

<p align="center">&nbsp;</p>

<p>CONTACT INFORMATION:</p>

<p>Fahnestock Viner Holdings Inc. CIBC </p>

<p>A.G. Lowenthal (212) 668-5782 Robert Waite (416) 956-3330</p>

<p>E.K. Roberts (416) 322-1515 Rob McLeod (416) 980-3714</p>

<p align="center">&nbsp;</p>

<p align="center">Further Details of the Proposed Transaction</p>

<p>The transaction has been unanimously approved by the directors
of Fahnestock.</p>

<p>Fahnestock will fund the purchase by the payment of cash
(approximately U.S.$15 million), the issuance of zero-coupon
notes (approximately U.S.$81 million) and the issuance of
debentures which are exchangeable for approximately 6.9 million
Class A non-voting shares of Fahnestock (approximately U.S.$161
million). </p>

<p>The exchangeable debentures will mature in ten years and will
be issued by a U.S. subsidiary of Fahnestock, E.A. Viner
International Co. The first debenture, in the principal amount of
approximately U.S.$72 million, will be exchangeable for
approximately 3.1 million Class A shares of Fahnestock at the
rate of U.S.$23.20 per share, the closing price on the NYSE on
Friday, December 6, 2002. The second debenture will be an interim
debenture in the principal amount of approximately U.S.$89
million and convertible into an exchangeable debenture only
following the approval of Fahnestock's Class A and Class B
shareholders. The annual rate of interest to be paid on the
debentures is 3% in the first year, 4% in years two through four,
and 5% to maturity. If the requisite shareholder approval is
received, the interim debenture would be converted to a debenture
exchangeable for approximately 3.8 million Class A shares of
Fahnestock at the rate of U.S.$23.20 per share. If shareholder
approval is not obtained, the interim debenture would mature
three years from closing and would bear interest at 9.75% per
annum from the date of the shareholder meeting.</p>

<p>The Class A shares and the Class B voting shares would vote
together on the transaction. The vote is expected to be held in
May 2003 in conjunction with Fahnestock's annual meeting. Holders
representing approximately 20.5% of the combined Class A and
Class B shares have agreed to vote in favor of the issuance of
the second exchangeable debenture.</p>

<p>Fahnestock, CIBC, and shareholders representing approximately
94% of the Class B shares of Fahnestock have agreed to enter into
a stakeholders agreement effective upon closing. Under the
stakeholders agreement, CIBC has agreed to be subject to a
stand-still with respect to its holdings of debentures and Class
A non-voting shares of Fahnestock. On the seventh and tenth
anniversary of closing and upon certain other stipulated events,
CIBC will be permitted to make an offer to acquire all of the
outstanding shares of Fahnestock on terms that must be acceptable
to a majority of Fahnestock&#146;s independent directors. The
debentures have a ten-year term and are also retractable after
seven years. The amount payable on maturity or retraction is
equal to their principal amount (together with accrued and unpaid
interest). Under certain circumstances, Fahnestock may issue up
to an additional 208,000 Class A shares based on the net amount
realized by the CIBC upon the conversion of the debentures and
the sale of the underlying shares.</p>

<p>&nbsp;</p>

<p>The stakeholders agreement would also provide, among other
things:</p>

<blockquote>
    <blockquote>
        <p>(a) CIBC would have the right to nominate two
        directors to Fahnestock's Board of Directors at the next
        annual meeting. CIBC would have observer rights during
        the interim period.</p>
        <p>(b) CIBC would have a pre-emptive right to purchase
        Class A shares in respect of future share issuances by
        Fahnestock for financing purposes.</p>
        <p>(c) Fahnestock has agreed that it would not divest
        itself of more than 50% of its brokerage business without
        the consent of CIBC, but it is not restricted as to the
        sale of the entire business (subject to CIBC&#146;s right
        to make an offer), and CIBC would be entitled to share in
        any proceeds of such sale on the same basis as
        shareholders of Fahnestock.</p>
        <p>(d) Fahnestock (or its designee) would have a right of
        first offer with respect to CIBC&#146;s interest in
        Fahnestock. CIBC would have a right of first offer with
        respect to Mr. Lowenthal&#146;s interest in Fahnestock.</p>
        <p>&nbsp;</p>
        <p>&nbsp;</p>
    </blockquote>
</blockquote>
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