SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4/A
(Amendment No. 3)
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
MAXCOR FINANCIAL GROUP INC.
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(Name of Issuer)
MAXCOR FINANCIAL GROUP INC.
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(Name of Person(s) Filing Statement)
(1) Redeemable Common Stock Purchase Warrants
(2) Series B Redeemable Common Stock Purchase Warrants
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(Title of Class of Securities)
(1) 57772G 118
(2) 57772G 126
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(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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
October 16, 1997
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(Date Tender Offer First Published, Sent or Given to Security Holders)
Page 1 of 7 pages
The Exhibit Index is on Page 4
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This Amendment No. 3 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 (collectively, "Warrants") 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 issuances of two
Press Releases announcing on each occasion brief extensions of the Exchange
Offer and a third Press Release, issued today, accepting all of the Warrants
validly tendered and not withdrawn in the Exchange Offer. Copies of the Press
Releases are attached hereto as Exhibits 99.9(a)(xi), 99.9(a)(xii) and
99.9(a)(xiii), respectively, and are incorporated herein by reference. A final
amendment to the Statement will be filed no later than December 2, 1997, to
report the final, definitive number of Warrants validly tendered, not withdrawn
and accepted pursuant to the Exchange Offer (taking into account deliveries made
pursuant to notices of guaranteed delivery). 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)(xi) Text of Press Release dated November 14, 1997.
(a)(xii) Text of Press Release dated November 17, 1997.
(a)(xiii) Test of Press Release dated November 17, 1997.
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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
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Gilbert Scharf, Chairman of the Board,
Chief Executive Officer and President
Date: November 17, 1997
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EXHIBIT INDEX
Exhibit No. Description Page
99.9(a)(xi) Text of Press Release dated November 14, 1997 5
99.9(a)(xii) Text of Press Release dated November 17, 1997 6
99.9(a)(xiii) Text of Press Release dated November 17, 1997 7
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EXHIBIT 99.9 (a)(xi)
DATE: November 14, 1997 Maxcor Financial
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FROM: FOR:
Andrew Edson & Associates, Inc. Maxcor Financial Group Inc.
79 Madison Avenue, 3rd Floor Two World Trade Center, 84th Floor
New York, NY 10016 New York, NY 10048
(212) 213-7636 (212) 748-7000
Andrew S. Edson Gilbert Scharf
FOR IMMEDIATE RELEASE
MAXCOR FINANCIAL GROUP INC.
EXTENDS ITS COMMON STOCK FOR WARRANT EXCHANGE OFFER
NEW YORK, November 14 - Maxcor Financial Group Inc. (NASDAQ: MAXF)
announced this morning that it has extended, until 5:00 p.m. today, its offer to
exchange 0.1667 of a share of its common stock for each and every of its
outstanding redeemable common stock purchase warrants (the "Exchange Offer").
All other terms and conditions of the Exchange Offer, the full details of which
are set forth in the Company's prospectus dated October 16, 1997 and related
letter of transmittal, otherwise remain unchanged.
The Exchange Agent has advised the Company that, as of midnight on
November 13, 1997, the original expiration date of the Exchange Offer, an
aggregate of 14,179,712 warrants, or approximately 94.4% of the outstanding
warrants, had been validly tendered and not withdrawn (including 387,876
warrants tendered pursuant to guaranteed delivery procedures).
Further tenders of warrants may be made directly to the Exchange Agent
as follows:
By Hand
Continental Stock Transfer & Trust Company
2 Broadway, 19th Floor New York, NY 10004
Attn: Reorganization Department
By Facsimile (For eligible institutions only)
(212) 509-5150 or 5152 (Confirm by telephone at (212) 509-4000, x535).
Questions and requests for assistance or additional copies of the
Exchange Offer materials may be directed to D.F. King & Co., Inc., the
Information Agent for the Exchange Offer. Holders of warrants may also contact
their broker, dealer or other nominee for assistance concerning the Exchange
Offer.
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EXHIBIT 99.9 (a)(xii)
DATE: November 17, 1997 Maxcor Financial
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FROM: FOR:
Andrew Edson & Associates, Inc. Maxcor Financial Group Inc.
79 Madison Avenue, 3rd Floor Two World Trade Center, 84th Floor
New York, NY 10016 New York, NY 10048
(212) 213-7636 (212) 748-7000
Andrew S. Edson Gilbert Scharf
FOR IMMEDIATE RELEASE
MAXCOR FINANCIAL GROUP INC.
EXTENDS ITS COMMON STOCK FOR WARRANT EXCHANGE OFFER
NEW YORK, November 17 - Maxcor Financial Group Inc. (NASDAQ: MAXF)
announced this morning that it has extended, until 2:00 p.m. today, its offer to
exchange 0.1667 of a share of its common stock for each and every of its
outstanding redeemable common stock purchase warrants (the "Exchange Offer").
All other terms and conditions of the Exchange Offer, the full details of which
are set forth in the Company's prospectus dated October 16, 1997 and related
letter of transmittal, otherwise remain unchanged.
The Exchange Agent has advised the Company that an additional 76,449
warrants were tendered on Friday, November 14, 1997, bringing to 14,256,161, or
approximately 94.9% of the outstanding warrants, the total number of warrants
that have been validly tendered and not withdrawn in the Exchange Offer
(including 427,880 warrants tendered pursuant to guaranteed delivery
procedures). Consummation of the Exchange Offer is conditioned upon, among other
things, the tender of at least 95% of all outstanding warrants.
Further tenders of warrants may be made directly to the Exchange Agent
as follows:
By Hand
Continental Stock Transfer & Trust Company
2 Broadway, 19th Floor
New York, NY 10004
Attn: Reorganization Department
By Facsimile (For eligible institutions only)
(212) 509-5150 or 5152 (Confirm by telephone at (212) 509-4000, x535).
Questions and requests for assistance or additional copies of the
Exchange Offer materials may be directed to D.F. King & Co., Inc., the
Information Agent for the Exchange Offer. Holders of warrants may also contact
their broker, dealer or other nominee for assistance concerning the Exchange
Offer.
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EXHIBIT 99.9 (a)(xiii)
DATE: November 17, 1997 Maxcor Financial
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FROM: FOR:
Andrew Edson & Associates, Inc. Maxcor Financial Group Inc.
79 Madison Avenue, 3rd Floor Two World Trade Center, 84th Floor
New York, NY 10016 New York, NY 10048
(212) 213-7636 (212) 748-7000,
Andrew S. Edson Gilbert Scharf
FOR IMMEDIATE RELEASE
MAXCOR FINANCIAL GROUP INC.
ANNOUNCES ACCEPTANCE OF ALL WARRANTS TENDERED
IN ITS COMMON STOCK FOR WARRANT EXCHANGE OFFER
95.1% of all Outstanding Warrants Tendered
NEW YORK, November 17, 1997 - Maxcor Financial Group Inc. (NASDAQ:
MAXF) announced this afternoon its acceptance of all warrants validly tendered
and not withdrawn pursuant to its offer to exchange 0.1667 of a share of the
Company's Common Stock for each and every of outstanding redeemable common stock
purchase warrants (the "Exchange Offer"). The Exchange Offer had expired at 2:00
p.m. today in accordance with its terms.
Based upon the preliminary report of the Exchange Agent, a total of
14,283,300 warrants were validly tendered and not withdrawn (including 455,019
warrants pursuant to guaranteed delivery procedures) prior to the expiration of
the Exchange Offer, representing approximately 95.1% of the 15,018,276 warrants
of the Company outstanding. Accordingly, the Company determined that the
Exchange Offer's minimum 95% tender condition had been satisfied.
The Company has notified the Exchange Agent, Continental Stock Transfer
& Trust Company, of its acceptance for exchange of all warrants validly tendered
and not withdrawn pursuant to the Exchange Offer. Accordingly, subject to the
terms and conditions of the Exchange Offer, the Exchange Agent will promptly
issue one whole share of the Company's common stock for every six warrants (of
either or both series) validly tendered and not withdrawn pursuant to the
Exchange Offer (with cash being paid in lieu of fractional shares of common
stock being issued).
D.F. King & Co., Inc. acted as the Information Agent for the Exchange
Offer.
The Company reiterated that the purpose of the Exchange Offer was to
retire all or substantially all of the Company's warrants through the issuance
of common stock in order to simplify the Company's capital structure, reduce the
potential future dilutive impact on the Company's earnings per share that could
be caused by the warrants and eliminate any overhang on the common stock price
from the existence of the warrants.
As disclosed in connection with the Exchange Offer, the Company intends
to promptly delist both series of warrants from trading on the Nasdaq National
Market and terminate registration of both series of warrants under the
Securities Exchange Act of 1934, as amended.
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.
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