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<SEC-DOCUMENT>0000791963-05-000007.txt : 20050509
<SEC-HEADER>0000791963-05-000007.hdr.sgml : 20050509
<ACCEPTANCE-DATETIME>20050509153656
ACCESSION NUMBER:		0000791963-05-000007
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041231
ITEM INFORMATION:		Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
FILED AS OF DATE:		20050509
DATE AS OF CHANGE:		20050509

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OPPENHEIMER HOLDINGS INC
		CENTRAL INDEX KEY:			0000791963
		STANDARD INDUSTRIAL CLASSIFICATION:	SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
		IRS NUMBER:				980080034
		STATE OF INCORPORATION:			A6
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-12043
		FILM NUMBER:		05811590

	BUSINESS ADDRESS:	
		STREET 1:		SUITE 1110, P.O. BOX 2015
		STREET 2:		20 EGLINTON AVE. WEST
		CITY:			TORONTO
		STATE:			A6
		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
		STATE:			A6
		ZIP:			M4R 1K8

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FAHNESTOCK VINER HOLDINGS INC
		DATE OF NAME CHANGE:	19950725

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>f8k5905.htm
<TEXT>
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<body bgcolor="#FFFFFF">

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

<p align="center"><font size="5"><b>UNITED STATES </b></font></p>

<p align="center"><font size="5"><b>SECURITIES AND EXCHANGE
COMMISSION </b></font></p>

<p align="center"><font size="4">Washington, D.C. 20549 </font></p>

<p align="center"><font size="5"><b>FORM 8-K </b></font></p>

<p align="center"><font size="2"><b>CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) </b></font></p>

<p align="center"><font size="2"><b>OF THE SECURITIES EXCHANGE
ACT OF 1934 </b></font></p>

<p align="center"><font size="2">May 9, 2005 </font></p>

<p align="center"><font size="2"><i>Commission File Number
1-12043 </i></font></p>

<p align="center"><font size="5"><b>OPPENHEIMER HOLDIINGS INC. </b></font></p>

<p><font size="2"></font>&nbsp;</p>
<div align="center"><center>

<table border="0" cellspacing="0" width="640">
    <tr>
        <td><font size="2" face="Courier New">Ontario, Canada
        98-0080034</font><p><font size="2" face="Courier New">(State
        of incorporation) (IRS employer identification number)</font></p>
        <p><font size="2" face="Courier New">PO Box 2015, Suite
        1110</font></p>
        <p><font size="2" face="Courier New">20 Eglinton Avenue
        West</font></p>
        <p><font size="2" face="Courier New">Toronto Ontario
        Canada M4R 1K8</font></p>
        <p><font size="2" face="Courier New">(Address of
        principal executive offices) (Zip code)</font></p>
        <p><font size="2" face="Courier New">(416) 322-1515</font></p>
        <p><font size="2" face="Courier New">______________________</font></p>
        </td>
    </tr>
    <tr>
        <td>&nbsp;</td>
    </tr>
</table>
</center></div>

<p><font size="2"></font>&nbsp;</p>

<p><font size="2">Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following
provisions (see General Instruction A.2.): </font></p>

<p><font size="2">|_| Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425) </font></p>

<p><font size="2">|_| Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CRF 240.14a-12) </font></p>

<p><font size="2">|_| Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </font></p>

<p><font size="2">|_| Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </font></p>

<p><font size="2"><b>SECTION 4 &#150; MATTERS RELATED TO
ACCOUNTANTS AND FINANCIAL STATEMENTS</b></font></p>

<p><b>ITEM 4.02. Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim Review.</b></p>

<p>(a) The Company has reviewed its lease accounting policies and
will be correcting its method of accounting for certain real
estate leases by restating its financial statements for the
fiscal quarters ended March 31, 2004, June 30, 2004 and September
30, 2004. The error resulted in the understatement of liabilities
and the overstatement of profit before taxes and net profit for
the year ended December 31, 2004 as well as for the quarters
ended March 31, 2004, June 30, 2004 and September 30, 2004.</p>

<p>The Company initiated its review of its lease accounting in
April 2005. The correction involves recording expenses for leases
with escalating rents on a straight-line basis over the lease
term, rather than as paid, and to correctly account for landlord
incentives. The Company's Audit Committee, meeting on May 9,
2005, has concurred with management's recommendation that the
previously filed interim and audited financial statements for the
periods noted above should no longer be relied on and that the
financial statements for some or all of the periods included
therein should be restated. Additionally, the Company&#146;s
management has concluded that Management&#146;s Report on
Internal Control Over Financial Reporting as of December 31, 2004
should be restated and should no longer be relied on. Although
management has not yet completed its analysis of the impact of
this situation on the Company&#146;s internal controls over
financial reporting, management has determined that the Company
had a material weakness in internal control over financial
reporting as of December&nbsp;31, 2004 relating to the lack of
effective controls over the recording of lease expense.. A
material weakness is a control deficiency, or a combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected. The
existence of one or more material weaknesses as of
December&nbsp;31, 2004 precludes management from concluding that
the Company&#146;s internal controls over financial reporting
were effective as of year end. As a result, management expects
that the Company will receive an adverse opinion on internal
control over financial reporting from its independent registered
public accounting firm.</p>

<p>In addition, the Company's interest expense on its variable
rate exchangeable debentures is being adjusted amongst the four
quarters of 2004. In its Annual Report on Form 10-K for the year
ended December 31, 2004, the Company had booked an immaterial
cumulative adjustment in the fourth quarter. With the restatement
of the 2004 quarters for the lease matters described above, the Company has chosen to reflect the
applicable interest expense in each quarter rather than record
the impact of the adoption of the interest method as a fourth
quarter adjustment. There is no impact on net profit for the year
ended December 31, 2004 of the interest method adjustment. </p>

<p>The Company's Audit Committee and management have discussed
the matters disclosed in this filing under Item 4.02(a) with
PricewaterhouseCoopers LLP, the Company's independent registered
public accounting firm. </p>

<p>The Company will file with the SEC an amended Annual Report on
Form 10-K/A for the fiscal year ended December 31, 2004 and
amended Quarterly Reports on Form 10-Q/A for the fiscal quarters
ended June 30, 2004 and September 30, 2004 to report these
restatements. The Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2005 will include the restated
comparative financial statements, as applicable, including the
financial statements for the quarterly period ended March 31,
2004.</p>

<p>The Company has filed a Form 12b-25 Notification of Late
Filing with the Securities and Exchange Commission seeking to
extend the deadline for filing its Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2005 up to five calendar
days in order to calculate accurately the precise impact of the
lease accounting on the historical financial statements. The
Company expects to file its Form 10-Q for the fiscal quarter
ended March 31, 2005 on or before May 16, 2005.</p>

<p><font size="2"></font>&nbsp;</p>

<p><font size="2"></font>&nbsp;</p>

<p><font size="2"></font>&nbsp;</p>

<p>Exhibit Reference</p>

<table border="0" cellpadding="7" cellspacing="0" width="782">
    <tr>
        <td width="12%">Number</td>
        <td width="88%">Exhibit Description</td>
    </tr>
    <tr>
        <td width="12%">&nbsp;</td>
        <td width="88%">&nbsp;</td>
    </tr>
    <tr>
        <td width="12%">99.1</td>
        <td width="88%">Oppenheimer Holdings Inc. press release,
        issued May 9, 2005, providing information on the
        restatement of the Company&#146;s financial statements
        for the quarterly periods ended March 31, 2004, June 30,
        2004 and September 30, 2004 , as well as for the year
        ended December 31, 2004.</td>
    </tr>
</table>

<p>&nbsp;</p>

<p align="center"><b>SIGNATURE </b></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, thereunto duly authorized. </p>

<p align="center"><b>Oppenheimer Holdings Inc. </b></p>
<div align="center"><center>

<table border="0" cellspacing="0" width="649">
    <tr>
        <td><i>Date: May 9, 2005</i><p><i>By: &quot;E.K.
        Roberts&quot;</i></p>
        <p><i>---------------------------------</i></p>
        <p><i>E.K. Roberts</i></p>
        <p><i>President and Treasurer</i></p>
        <p><i>(Duly Authorized Officer and</i></p>
        <p><i>Principal Financial Officer)</i></p>
        </td>
    </tr>
</table>
</center></div>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>
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<TYPE>EX-99
<SEQUENCE>2
<FILENAME>pr5905.htm
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<body bgcolor="#FFFFFF">

<p align="center"><font size="4"><b>Oppenheimer Holdings Inc.
Announces the Filing of a Form 12b-25</b></font></p>

<p align="center"><font size="4"><b>Notification of Late Filing
with the Securities and Exchange Commission</b></font></p>

<p align="center"><font size="4"><b>and the Restatement of its
Financial Statements </b></font></p>

<p><font size="3">Toronto and New York, May 9, 2005 &#150;
Oppenheimer Holdings Inc. today announced that as a result of an error in the accounting
treatment of certain real estate leases, management, the
Audit Committee and the Board of Directors concluded that the
Company&#146;s financial statements for the fiscal year ended
December 31, 2004 and the fiscal quarters ended March 31, 2004,
June 30, 2004 and September 30, 2004 should no longer be relied
upon and will be restated. The
correction involves recording expense for leases with escalating
rents on a straight-line basis over the lease term, rather than
as paid and to correctly account for landlord incentives. The impact of this error is in the process of being
estimated by the Company. However, it did result in the
understatement of expenses and the omission of the related
deferred rent liability for the periods being restated. The final
determination of the error is subject to completion of the
Company&#146;s currently ongoing review of the issue and the
completion by its independent registered public accountants of
their audit and review of the figures. The Company will file with
the SEC an amended Annual Report on Form 10-K for the fiscal year
ended December 31, 2004 and amended Quarterly Reports on Form
10-Q for the fiscal quarters ended June 30, 2004 and September
30, 2004 to report these restatements. The Company's Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2005
will include the restated comparative financial statements, as
applicable, including the financial statements for the quarterly
period ended March 31, 2004. On April 27, 2005, the Company reported earnings of $3,765,000 or $0.28 per share
for the first three months ended March 31, 2005. These reported earnings for the
first quarter of 2005 are not being changed.</font></p>

<p><font size="3">Based on the Public Company Accounting
Oversight Board&#146;s definition of &quot;material
weakness,&quot; restatement of financial statements in prior
filings with the SEC is a strong indicator of the existence of a
&quot;material weakness&quot; in the design or operation of
internal control over financial reporting. The restatement of the
Company&#146;s financial statements for the periods noted above
as a result of errors in its policies over accounting for certain
leases has led management to conclude that a material weakness
existed in the Company&#146;s internal control over financial
reporting as at December 31, 2004, and that Management&#146;s
Report on Internal Control over Financial Reporting as of
December 31, 2004 should be restated. The Company has disclosed
this to the Audit Committee, the Board of Directors and to the
Company&#146;s independent registered public accounting firm. </font><font
size="2">The existence of one or more material weaknesses as of
December 31, 2004 precludes management from concluding that the
Company&#146;s internal controls over financial reporting were
effective as of year end. As a result,
the Company will receive an adverse opinion on internal control
over financial reporting from its independent registered public
accounting firm.</font></p>

<p><font size="3">The Company also announced that it has filed a
Form 12b-25 Notification of Late Filing with the Securities and
Exchange Commission seeking to extend the deadline for filing its
Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2005 up to five calendar days in order to calculate
accurately the precise impact of the lease accounting on the
historical financial statements. The Company expects to file its
Form 10-Q for the fiscal quarter ended March 31, 2005 on or
before May 16, 2005.</font></p>

<p><font size="3">The Company, through its principal
subsidiaries, Oppenheimer &amp; Co. Inc. and Oppenheimer Asset
Management Inc., is a U.S. financial services company offering a
full range of financial products and services from 83 offices in
22 states and 2 foreign jurisdictions. In addition, through its
subsidiary, Freedom Investments, Inc. and the BUYandHOLD division
of Freedom, the Company offers online discount brokerage and
dollar-based investing services.</font></p>

<p><font size="2">Certain statements in this release may
constitute &quot;forward-looking statements&quot; within the
meaning of the Private Securities Litigation Reform Act of 1995.
These statements involve a number of risks, uncertainties and
other factors that could cause actual results to differ
materially, as discussed in the Company&#146;s filings with the
Securities and Exchange Commission.</font></p>

<p align="center"><font size="3">-0-</font></p>

<p align="center"><font size="3">FOR FURTHER INFORMATION:</font></p>

<p><font size="3">A.G.,Lowenthal - (212) 668-8000 or E.K. Roberts
- - (416) 322-1515</font></p>
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