8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 30, 2011

Oppenheimer Holdings Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12043	98-0080034
(State or Other	(Commission File Number)	(I.R.S. Employer
Jurisdiction		Identification No.)
of Incorporation)

125 Broad Street
New York, New York 10004
(Address of Principal Executive Offices) (Zip Code)

(212) 668-8000
(Registrant’s telephone number, including area code)

None
(Former Name or Former Address, if Changed Since
Last Report)

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. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

EX-99.2

Item 7.01. Regulation FD Disclosure.

          In connection with the offering described below, Oppenheimer Holdings Inc., a Delaware corporation (the “Company”) is furnishing under Item 7.01 of this Current Report on Form 8-K certain information with respect to the Company that has not previously been reported to the public. This information is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

          The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth in such filing.

Item 8.01 Other Events.

          On March 30, 2011, the Company issued a press release announcing a private offering of up to $200,000,000 aggregate principal amount of senior secured notes due 2018, subject to market and other conditions. A copy of this press release is filed herewith as Exhibit 99.2 and incorporated herein by reference.

          The notes and the related guarantees have not been registered under the Securities Act of 1933, as amended, and may not be offered in the United States absent registration or an applicable exemption from registration requirements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit
99.1	Certain information with respect to the Company that has not previously been reported to the public.
99.2	Press Release issued March 30, 2011.

SIGNATURE

          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.

Oppenheimer Holdings Inc.
By:	/s/ E.K. Roberts
	Name:	E.K. Roberts
	Title:	President and Treasurer (Duly Authorized Officer and Principal Financial Officer)

Date: March 30, 2011.

INDEX TO EXHIBITS

Exhibit Number	Exhibit
99.1	Certain information with respect to the Company that has not previously been reported to the public.
99.2	Press Release issued March 30, 2011.

EX-99.1

Exhibit 99.1

Reconciliation of Net Profit Attributable to Oppenheimer Holdings Inc. to Consolidated Adjusted Earnings
Before Interest Expense, Income Taxes, Depreciation Expense, and Amortization Expense (“EBITDA”)

	For the Year Ended December 31,
	2005		2006			2007			2008			2009		2010
	(dollars in thousands)
Net Profit Attributable to Oppenheimer Holdings Inc.	$	22,916	$	44,577		$	75,367		$	(20,770	)	$	19,487	$	38,331
Add:
Interest Expense(1)		9,005		8,742			8,097			15,540			13,925		11,539
Income Taxes		18,773		35,873			52,027			(15,274	)		15,326		28,578
Depreciation Expense		9,347		9,583			9,695			11,474			12,630		12,448
Amortization Expense		17,081		12,520			9,772			8,569			7,065		5,885
Consolidated EBITDA		77,122		111,295			154,957			(460	)		68,433		96,781
Share-Based Compensation Expense(2)		39		2,537			4,182			7,334			7,002		7,611
Extraordinary or Unusual Items(3)		5,093		(17,822	)		(2,578	)		42,747			9,435		3,809
Consolidated Adjusted EBITDA	$	82,254	$	96,009		$	156,562		$	49,621		$	84,870	$	108,201

Notes:
(1)	Interest expense on long-term debt.
(2)	Charges associated with Employee Share Plan restricted stock award program and Equity Incentive Plan stock option award program.
(3)	Includes gains on extinguishment of debt ($4.1 million and $2.5 million in 2006 and 2007, respectively), gains/losses related to the exchange of three stock exchange seats for shares of the NYSE Group, resulting from the merger between NYSE and Archipelago, ($13.7 million gain and $2.6 million loss in 2006 and 2008, respectively), and charges related to deferred compensation and benefit arrangements in conjunction with acquisitions made in 2003 and 2008 ($5.1 million, $40.2 million, $9.4 million, and $3.8 million in 2005, 2008, 2009, and 2010, respectively).

EX-99.2

Exhibit 99.2

OPPENHEIMER ANNOUNCES PROPOSED SENIOR SECURED NOTES OFFERING

          March 30, 2011. New York, NY. Oppenheimer Holdings Inc. (“OPY”) announced today that it is proposing to issue approximately $200 million aggregate principal amount of senior secured notes due 2018 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be guaranteed on a senior secured basis by OPY’s subsidiaries, E.A. Viner International Co. and Viner Finance Inc. The Notes will be secured by first-priority security interest in substantially all of OPY’s and the subsidiary guarantors’ existing and future tangible and intangible assets.

          The Notes will not be registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. The Notes will be offered in the United States only to qualified institutional buyers under Rule 144A of the Securities Act and outside the United States under Regulation S of the Securities Act.

          OPY intends to use the net proceeds from the offering of the Notes to refinance (i) $22.5 million outstanding as of December 31, 2010 under its Secured Credit Note and (ii) all amounts outstanding under its $100.0 million Subordinated Note. The remaining net proceeds of this offering will be used for general corporate purposes. The proposed offering of the Notes is subject to market and other conditions, and may not occur as described or at all.

          This press release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Company Information

          Oppenheimer, through its principal subsidiaries, Oppenheimer & Co. Inc. (a U.S. broker-dealer) and Oppenheimer Asset Management Inc., offers a wide range of investment banking, securities, investment management and wealth management services from 96 offices in 26 states and through local broker-dealers in 4 foreign jurisdictions. Oppenheimer employs over 3,500 people. The Company offers trust and estate services through Oppenheimer Trust Company. OPY Credit Corp. offers syndication as well as trading of issued corporate loans. Oppenheimer Multifamily Housing & Healthcare Finance, Inc. (formerly called Evanston Financial Corporation) is engaged in mortgage brokerage and servicing. In addition, through Freedom Investments, Inc. and the BUYandHOLD division of Freedom, Oppenheimer offers online discount brokerage and dollar-based investing services.

Forward-Looking Statements

          This press release includes certain “forward-looking statements” relating to anticipated future performance. For a discussion of the factors that could cause future performance to be different than anticipated, reference is made to Factors Affecting “Forward-Looking Statements” and Part 1A—Risk Factors in Oppenheimer’s Annual Report on Form 10-K for the year ended December 31, 2010.

For further information, please contact:

A.G. Lowenthal 212 668-8000 or E.K. Roberts 416 322-1515