MAXCOR FINANCIAL GROUP INC
SC 13E4/A, 1997-11-12
LOAN BROKERS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ------------------------------------



                                SCHEDULE 13E-4/A
                                (Amendment No. 2)


                          Issuer Tender Offer Statement
      (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)



                           MAXCOR FINANCIAL GROUP INC.
- --------------------------------------------------------------------------------

                                (Name of Issuer)


                           MAXCOR FINANCIAL GROUP INC.
- --------------------------------------------------------------------------------

                      (Name of Person(s) Filing Statement)


                  (1) Redeemable Common Stock Purchase Warrants
             (2) Series B Redeemable Common Stock Purchase Warrants
- --------------------------------------------------------------------------------

                         (Title of Class of Securities)


                                 (1) 57772G 118
                                 (2) 57772G 126
- --------------------------------------------------------------------------------

                      (CUSIP Number of Class of Securities)


                             Roger E. Schwed, Esq.,
                                 General Counsel
                           Maxcor Financial Group Inc.
                       Two World Trade Center, 84th Floor
                            New York, New York 10048
- --------------------------------------------------------------------------------

   (Name, Address and Telephone Number of Person Authorized to Receive Notices
         and Communications on Behalf of the Person(s) Filing Statement)


                                October 16, 1997
- --------------------------------------------------------------------------------

     (Date Tender Offer First Published, Sent or Given to Security Holders)







                                Page 1 of 6 pages
                         The Exhibit Index is on Page 4

                  
                                        1

<PAGE>



     This  Amendment  No. 2 amends  and  supplements  the  Issuer  Tender  Offer
Statement on Schedule 13E-4 (the  "Statement")  filed  electronically on October
16, 1997 with the Securities and Exchange  Commission by Maxcor  Financial Group
Inc.  ("Company")  in  connection  with its offer to issue  shares of its Common
Stock  in  exchange  for all of the  outstanding  (i)  Redeemable  Common  Stock
Purchase Warrants and (ii) Series B Redeemable Common Stock Purchase Warrants of
the  Company  upon the  terms and  subject  to the  conditions  set forth in the
Company's prospectus dated October 16, 1997 and related Letter of Transmittal.

     This Amendment is being filed to report the Company's issuance yesterday of
a Press Release  announcing the Company's  third quarter  earnings,  the text of
which is attached hereto as Exhibit 99.9(a)(x), and which is incorporated herein
by  reference.   Only  those  items  of  the  Statement  that  are  amended  and
supplemented hereby are included herein.

Item 9.           MATERIAL TO BE FILED AS EXHIBITS.

                  Item 9 of the Statement is hereby amended and  supplemented by
adding the following information:

                  (a)(x)   Text of Press Release dated November 11, 1997.

                   
                                        2

<PAGE>



                                    SIGNATURE


         After due inquiry and to the best of the  undersigned's  knowledge  and
belief,  the  undersigned  certifies  that  the  information  set  forth in this
statement is true, complete and correct.



                                     MAXCOR FINANCIAL GROUP INC.





                                     By:      /s/ Gilbert Scharf
                                        ---------------------------------------
                                         Gilbert Scharf, Chairman of the Board,
                                         Chief Executive Officer and President

Date:    November 12, 1997







                   
                                        3

<PAGE>



                                  EXHIBIT INDEX




Exhibit No.              Description                                       Page
  99.9(a)(x)             Text of Press Release dated November 11, 1997      5



                    
                                        4

<PAGE>




                                                              EXHIBIT 99.9(a)(x)



FOR IMMEDIATE RELEASE                                         Maxcor Financial
                                                            -------------------
Contact:
Maxcor Financial Group Inc.
Two World Trade Center, 84th Floor
New York, NY 10048
(212) 748-7000, Gilbert Scharf, Chairman


                           MAXCOR FINANCIAL GROUP INC.
                         ANNOUNCES THIRD QUARTER RESULTS

         NEW YORK November 11, 1997 - Maxcor Financial Group Inc. (NASDAQ: MAXF)
today reported its earnings for its third quarter ended September 30, 1997.

         In the third quarter, total revenues decreased to $42,886,935, compared
to  $45,076,782  for the  comparable  period in 1996.  Net  income  declined  to
$77,828, or approximately $.01 per common share,  compared to $782,036,  or $.09
per common share, for the comparable period in 1996.

         For the nine months ended  September  30,  1997,  total  revenues  were
$130,256,050,  compared to $136,162,955  for the comparable  period in 1996, and
net income was $1,218,831,  or $.14 per common share, compared to $5,383,273, or
$.60 per common share, for the comparable period in 1996.

         Maxcor  Financial Group Inc. is a financial  services  holding company.
Through  its  Euro  Brokers   subsidiaries,   it  is  a  leading   domestic  and
international  inter-dealer  brokerage  firm  specializing  in  emerging  market
products,  money market instruments,  derivatives,  natural gas and electricity,
repurchase agreements and fixed income securities, with principal offices in New
York, London, Tokyo, Toronto, Sydney and Mexico City.


                   
                                        5

<PAGE>


                           MAXCOR FINANCIAL GROUP INC.
                             Selected Financial Data

<TABLE>
<CAPTION>

                                                                   For the Three                 For the Three
                                                                   Months Ended                  Months Ended
                                                                     Sept. 30,                     Sept. 30,
                                                                       1997                          1996
                                                                    (unaudited)                   (unaudited)
<S>                                                                    <C>                           <C>  
Total revenue                                                      $ 42,886,935                  $ 45,076,782
Net income                                                         $     77,828                  $    782,036
Earnings per share                                                 $       0.01                  $       0.09(1)
Average shares outstanding                                            8,949,656                     8,949,656




                                                                   For the Nine                  For the Nine
                                                                   Months Ended                  Months Ended
                                                                     Sept. 30,                     Sept. 30,
                                                                       1997                          1996
                                                                    (unaudited)                   (unaudited)

Total revenue                                                      $ 130,256,050                 $ 136,162,955
Net income                                                         $   1,218,831                 $   5,383,273
Earnings per share                                                 $        0.14                 $        0.60(1)
Average shares outstanding                                             8,949,656                     8,949,656



- --------
<FN>

(1)  For  comparative  purposes,  earnings per share  information  for the three
     month  and nine  month  periods  ended  September  30,  1996 is pro  forma,
     presented  as if all  shares  issued  in  Maxcor  Financial's  August  1996
     acquisition of Euro Brokers had been issued and were  outstanding  for such
     period.
</FN>
</TABLE>

                    
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<PAGE>


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