UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A No. 1
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________.
Commission file number 1-12043
FAHNESTOCK VINER HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Ontario, Canada
(State or other jurisdiction of incorporation or organization)
98-0080034
(I.R.S. Employer Identification No.)
P.O. Box 2015, Suite 1110
20 Eglinton Avenue West
Toronto, Ontario, Canada M4R 1K8
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone number, including area code: (416) 322-1515
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange - New York Stock Exchange
Title of each class on which registered - Class A non-voting shares
Securities registered pursuant to Section 12(g) of the Act:
Title of each class - Not Applicable
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]
The aggregate market value of the voting stock of the Company held by non-affiliates of the Company cannot be calculated in a meaningful way because there is only limited trading in the class of voting stock of the Company. The aggregate market value of the Class A non-voting shares held by non-affiliates of the Company at December 31, 2000 was $224,778,000.
The number of shares of the Company's Class A non-voting shares and Class B voting shares (being the only classes of common stock of the Company), outstanding on February 28, 2001 was 12,140,665 and 99,680 shares, respectively.
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EXPLANATORY NOTE
Form 10-K for the year ended December 31, 2000 is being amended to correct the inadvertent omission of one of the directors and executive officers of the registrant in Item 10.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
General
Directors of the Company are elected annually by the holders of the Class B Shares to serve until the next annual meeting of shareholders or until their successors are appointed. Executive officers are appointed annually by the directors or until their successors are appointed. Certain information concerning the executive officers and directors of the Company as at December 31, 2000 is set forth below.
| Name | Age | Positions held |
| John L. Bitove | 73 | A Director of the Company since February 1980; Retired executive. |
| Richard Crystal | 60 | A Director of the Company since 1992; Partner, Winston & Strawn (law firm) and predecessor firms, U.S. counsel to the Company since 1985. |
| Albert G. Lowenthal | 55 | Chairman of the Board, Chief Executive Officer and Director of the Company since 1985; Chairman of the Board, Chief Executive Officer and Director of Fahnestock since 1985; prior to 1985, Mr. Lowenthal was President of Cowen Securities Inc., a New York stock brokerage firm and a general partner of Cowen & Co., a New York brokerage firm. |
| Kenneth W. McArthur | 65 | A Director of the Company since 1996; President and C.E.O. of Shurway Capital Corporation ( a private corporation), since July1993; Senior Vice-President Bank of Montreal Investment Counsel between January 1992 and July 1993; Senior Vice-President Nesbitt Thomson Inc. between July 1989 and January 1993. - Member of the Audit Committee |
| A. Winn Oughtred | 58 | A Director of the Company since 1979; a Director of Fahnestock since 1983; Secretary of the Company since June, 1992 and prior to June, 1991; Partner, Borden Ladner Gervais LLP. (law firm), Canadian counsel to the Company since 1979. |
| Elaine K. Roberts | 49 | President, Treasurer and a Director of the Company since 1977; Treasurer and a Director of Fahnestock since 1983. |
| Burton Winberg | 76 | A Director of the Company since 1979; President of Rockport Holdings Limited (a real estate development company) since 1959. - Member of the Audit and Compensation and Stock Option Committees. |
Compliance with Section 16(a) of the Securities Exchange Act of 1934.
Section 16(a) of the Exchange Act requires the Company's directors and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities, to file by specific dates with the SEC initial reports of ownership and reports of changes in ownership of equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms that they file. The Company is required to report in this annual report on Form 10-K any failure of its directors and executive officers and greater than ten percent stockholders to file by the relevant due date any of these reports during the two preceding fiscal years.
To the Company's knowledge, based solely on review of copies of such reports furnished to the Company during the two fiscal years ended December 31, 2000, all Section 16(a) filing requirements applicable to the Company's officers, directors and greater than ten percent stockholders were complied with.
DIRECTORS COMPENSATION
In the year ended December 31, 2000, the Company paid its directors an annual retainer fee of $10,000 plus $1000 for each board or committee meeting attended in person and $500 for board or committee meeting attended by telephone. Directors are reimbursed for travel and related expenses incurred in attending board and committee meetings. The directors who are not employees of the Company and its subsidiaries, are also entitled to the automatic grant of stock options under the Company’s 1996 Equity Incentive Plan, as amended, (the "Plan") pursuant to a formula set out in the Plan.
DIRECTORS AND OFFICERS INSURANCE
The Company carries liability insurance for its directors and officers. In December 1998, the Company renewed its directors and officers liability insurance for the three years ending November 30, 2001 at an annual premium rate of $55,500. No part of the insurance premiums were or are to be paid by the officers and directors. The aggregate insurance coverage under the policies is limited to $10 million over the three year policy period. A deductible of $1 million is payable by the Company.
Under the by-laws of the Company, the Company is obligated to indemnify the directors and officers of the Company and its subsidiaries to the maximum extent permitted by the Business Corporations Act (Ontario). The Company has entered into indemnity agreements with each of its directors providing for such indemnities.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of New York, State of New York, on the 16th day of May, 2001.
FAHNESTOCK VINER HOLDINGS INC.
BY:/s/E.K. Roberts
E.K. Roberts, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
| /s/J.L. Bitove J.L. Bitove | Director | May 16, 2001 |
| /s/ R. Crystal R. Crystal | Director | May 16, 2001 |
| /s/ A.G. Lowenthal A.G. Lowenthal | Chairman, Chief Executive Officer, Director | May 16, 2001 |
| /s/ K.W. McArthur K.W. McArthur | Director | May 16, 2001 |
| /s/ A.W. Oughtred A.W. Oughtred | Secretary, Director | May 16, 2001 |
| s/ E.K. Roberts E.K. Roberts | President & Treasurer, (Principal Financial and Accounting Officer), Director | May 16, 2001 |
| /s/ B. Winberg B. Winberg | Director | May 16, 2001 |