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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Maxcor Financial Group Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
31769Q - 10 - 8
(CUSIP Number)
Alistair H. Johnstone
c/o Euro Brokers Investment Corporation
Two World Trade Center, 84th Floor
New York, NY 10048
with a copy to:
General Counsel
Maxcor Financial Group Inc.
Two World Trade Center, 84th Floor
New York, New York 10048
(212) 748-7000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 17, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13D-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5
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SCHEDULE 13D
CUSIP No. 31769Q-10-8 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alistair H. Johnstone
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF 7 SOLE VOTING POWER
SHARES 413,628
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 413,628
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
413,628
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5
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Alistair H. Johnstone (the "Reporting Person") hereby amends his
Statement on Schedule 13D, dated August 23, 1996, relating to the Common Stock,
$.001 par value, of Maxcor Financial Group Inc. (previously known as Financial
Services Acquisition Corporation), a Delaware corporation, as follows:
Item 1. Securities and Issuer
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The text of Item 1 is hereby deleted and replaced in its entirety by the
following:
This statement relates to the Common Stock, par value $.001
per share (the "Common Stock"), of Maxcor Financial Group Inc., a Delaware
corporation (the "Issuer"), formerly known as Financial Services
Acquisition Corporation. The Issuer's principal executive offices are
located at Two World Trade Center, 84th Floor, New York, NY 10048.
Item 2. Identity and Background
-----------------------
In paragraph (c) of Item 2, the words "Euro Brokers Inc." are hereby substituted
for the words "Euro Brokers Investment Corporation."
Item 3. Source and Amount of Funds
or Other Consideration
--------------------------
The following paragraph is hereby added to the end of Item 3:
On October 16, 1997, the Issuer commenced an exchange offer
(the "Exchange Offer") pursuant to which it offered to exchange 0.1667 of
a share of its Common Stock for each and every of its outstanding
Warrants. The Issuer consummated the Exchange Offer on November 17, 1997
and accepted for exchange pursuant thereto approximately 95.1% of its
outstanding Warrants. Pursuant to the Exchange Offer, the Reporting Person
tendered all 542,704 Warrants previously beneficially owned by him and
received in exchange therefor an aggregate of 90,468 shares of Common
Stock (plus approximately $2.54 in cash).
Item 5. Interest in Securities of the Issuer.
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Paragraph (a) of Item 5 is hereby deleted and replaced in its entirety by the
following:
(a) The Reporting Person currently beneficially owns
413,628 shares of Common Stock. In the Final Amendment to its Schedule
13E-4, dated December 2, 1996, relating to the Exchange Offer, the Issuer
reported that, after giving effect to the issuance of shares of Common
Stock pursuant to the Exchange Offer, a total of 11,330,631 shares of
Common Stock were outstanding. Based on such information, the Common Stock
currently beneficially owned by the Reporting Person represents
approximately 3.7% of the Common Stock outstanding following the Exchange
Offer.
A new paragraph (e) is hereby added to Item 5 as follows:
(e) As of November 17, 1997 (the date on which the Exchange
Offer was consummated), the Reporting Person ceased to be the beneficial
owner of more than 5% of the Common Stock.
Item 6. Contracts, Understandings or Relationships
with Respect to Securities of the Issuer
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The following sentence is hereby added to the end of the 1st paragraph
(commencing with "In accordance with the terms of the Merger Agreement...")
under Item 6:
The escrow period expired on August 16, 1997, without any claim being made
for the shares of Common Stock placed in escrow, and, accordingly, all
such shares were released without the making of any adjustments.
The following sentence is hereby added to the end of the 3rd paragraph
(commencing with "According to the terms of the Merger Agreement...") under Item
6:
As a result of the consummation of the Exchange Offer, the Security
Transfer Agreement is no longer applicable to any securities beneficially
owned by the Reporting Person.
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SIGNATURE PAGE
After reasonable inquiry and to the best of my knowledge
and belief, I certify the information set forth in this Statement is true,
complete and correct.
Dated: December 9, 1997
/s/ Alistair H. Johnstone
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Alistair H. Johnstone
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