SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 2 to
Form 8-K
on
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 8, 2001
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LADENBURG THALMANN FINANCIAL SERVICES INC.
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(Exact Name of Registrant as Specified in Charter)
Florida 1-15799 65-0701248
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1055 Stewart Avenue, Bethpage, New York 11714
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (516) 470-1000
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GBI Capital Management Corp.
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(Former Name or Former Address, if Changed Since Last Report)
Items 1 and 2. Changes in Control of Registrant and Acquisition or Disposition
of Assets
On May 7, 2001, Ladenburg Thalmann Financial Services Inc. (formerly
GBI Capital Management Corp.) ("Company") consummated the previously announced
Stock Purchase Agreement, as amended ("Purchase Agreement"), with New Valley
Corporation ("New Valley"), Ladenburg, Thalmann Group Inc. ("LTGI"), Berliner
Effektengesellschaft AG ("Berliner") and Ladenburg, Thalmann & Co. Inc.
("Ladenburg"). On the same date, New Valley consummated the previously announced
stock purchase agreement with Joseph Berland. As a result of these transactions,
(i) New Valley acquired beneficial ownership of approximately 56.3% of the
Company's common stock and (ii) Ladenburg became the Company's wholly-owned
subsidiary. The financial statements and pro forma information required to be
filed by Regulation S-X are incorporated by reference to the Company's
Definitive Proxy Statement for its Annual Meeting of Shareholders filed with the
Securities and Exchange Commission on March 28, 2001, as supplemented.
As a condition to the consummation of the Purchase Agreement, the
Company held an annual meeting of the Company's shareholders ("Annual Meeting")
on May 7, 2001. At the Annual Meeting, the Company's shareholders voted, among
other things, to:
o approve the Purchase Agreement and the related transactions;
o approve a change in the Company's name from GBI Capital
Management Corp. to Ladenburg Thalmann Financial Services
Inc.; and
o elect Richard Rosenstock, Vincent Mangone, Mark Zeitchick,
Howard M. Lorber, Victor M. Rivas, Bennett S. LeBow, Phillip
Frost, Henry C. Beinstein and Robert J. Eide to the Company's
board of directors.
In connection with the change of the Company's name, the Company changed its
American Stock Exchange symbol to "LTS" and its CUSIP number to 50575Q 10 2. The
Company also determined to change its independent auditors as well as its fiscal
year, as described below under Items 4 and 8.
Item 4. Changes in Registrant's Certifying Accountant
Upon consummation of the Purchase Agreement, the Company determined to
retain PricewaterhouseCoopers LLP as its independent accountants.
PricewaterhouseCoopers was Ladenburg's independent accountants prior to the
consummation of the Purchase Agreement. The change in accounting firms was a
direct result of the reverse acquisition contemplated by the Purchase Agreement
whereby Ladenburg's historical financial statements became those of the Company.
(a) Previous independent accountants
(i) In connection with the consummation of the Purchase
Agreement, on May 7, 2001, the Company dismissed Goldstein Golub Kessler LLP as
its independent accountants.
(ii) The report of Goldstein Golub Kessler LLP on the
Company's consolidated financial statements for the past two fiscal years did
not contain an adverse opinion or a disclaimer of opinion and was not qualified
or modified as to uncertainty, audit scope or accounting principles.
(iii) The Company's board of directors participated in and
approved the decision to change independent accountants on May 7, 2001.
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(iv) In connection with its audits for the two most recent
fiscal years and review of unaudited financial statements through May 7, 2001,
there have been no disagreements with Goldstein Golub Kessler LLP on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Goldstein Golub Kessler LLP, would have caused them to make
reference to the subject matter of the disagreement in connection with their
report.
(v) During the two most recent fiscal years and through May 7,
2001, there have been no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.
(vi) The Company requested that Goldstein Golub Kessler LLP
furnish it with a letter addressed to the SEC stating whether or not it agrees
with the above statements. A copy of such letter is attached as Exhibit 16.1 to
this Form 8-K/A.
(b) New independent accountants
The Company engaged PricewaterhouseCoopers LLP as its new independent
accountants as of May 7, 2001. During the two most recent fiscal years and
through May 7, 2001, the Company has not consulted with PricewaterhouseCoopers
LLP regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's consolidated financial statements, and no
written report or oral advice was provided to the Company concluding there was
an important factor to be considered by the Company in reaching a decision as to
an accounting, auditing or financial reporting issue; or (ii) any matter that
was either the subject of a disagreement, as that term is defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a reportable event, as that term is defined in Item
304(a)(1)(iv) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits
Exhibit
Number Description
16.1 Letter from Goldstein Golub Kessler LLP dated May 7, 2001
99.1 Press release, dated May 7, 2001
Item 8. Change in Fiscal Year
As a result of the consummation of the Purchase Agreement, on May 7,
2001, the Company elected to change its fiscal reporting year end from September
30 to December 31 in order to align the Company's fiscal year end with that of
Ladenburg's.
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SIGNATURES
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.
Dated: May 11, 2001 LADENBURG THALMANN FINANCIAL SERVICES INC.
/s/ Richard J. Rosenstock
By:
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Richard J. Rosenstock
Vice Chairman and Chief Operating Officer
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EXHIBIT INDEX
Exhibit
Number Description
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16.1 Letter from Goldstein Golub Kessler LLP dated May 7, 2001
99.1 Press release, dated May 7, 2001
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