Oppenheimer Holdings, Inc.
125 Broad Street, 16th Floor
New York, New York 10004
July 26, 2006
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 Fifth Street, N.E.
Washington, D.C. 20549
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Re: |
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Oppenheimer Holdings, Inc. —
Registration Statement on Form S-8, File No. 333-135064 |
Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, as amended (the “Securities Act”),
Oppenheimer Holdings, Inc., a Canadian corporation (the “Registrant”), hereby applies for
withdrawal of its Registration Statement on Form S-8 (File No. 333-135064) (the “Registration
Statement”). The Registration Statement was originally filed with the Securities and Exchange
Commission (the “Commission”) on June 16, 2006 and amended thereafter by post-effective amendment
filed with the Commission on June 29, 2006.
The Registration Statement purported to register the offer and sale of (i) certain units
proposed to be issued by the Registrant’s employee benefit plan that represented exchangeable
debentures of the Registrant’s wholly-owned subsidiary E.A. Viner International, Inc., a Delaware
corporation (“Viner”), and (ii) Class A Shares of the Registrant into which the debentures
are exchangeable. The units proposed to be issued by such employee benefit plan would have
entitled the holders thereof to, among other things, cause the plan to exercise the exchange
provisions of the debentures and receive the Registrant’s Class A Shares. The Registrant
is withdrawing the Registration Statement because we have determined, after advice from outstide
counsel and discussions with the Staff of the Commission on July 25, 2006,
that the Registration Statement on Form S-8 is not the appropriate form to register interests in
the debentures of Viner. No securities were sold pursuant to the Registration Statement. The
Registrant may undertake a private offering of the securities covered by the Registration Statement and/or of the debentures subsequent to the effective date of the
withdrawal of the Registration Statement in reliance on Rule 155(c) of the Securities Act.
Accordingly, we request that the Commission issue an order granting the withdrawal of the
Registration Statement as soon as possible. Please do not hesitate to contact Dennis McNamara, Esq., General Counsel of the Registrant, with any questions you may have at (212) 668-5771.
Very truly yours,
/s/ Albert G. Lowenthal
Albert G. Lowenthal
Chairman and CEO