CUSIP NO. 31769Q-10-8 Page 1 of 7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Maxcor Financial Group Inc.
___________________________________________________________________________
(Name of Issuer)
Common Stock, $.001 par value
___________________________________________________________________________
(Title of Class of Securities)
31769Q-10-8
___________________________________________________________________________
(CUSIP Number)
Welsh, Carson, Anderson William H. Hewitt, Esq.
& Stowe Reboul, MacMurray, Hewitt,
320 Park Avenue, Suite 2500 Maynard & Kristol
New York, New York 10022 45 Rockefeller Plaza
Attention: Laura VanBuren New York, New York 10111
Tel. (212) 945-2000 Tel. (212) 841-5700
___________________________________________________________________________
(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 [ ].
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CUSIP NO. 31769Q-10-8 Page 2 of 7
1) Name of Reporting Person Welsh, Carson, Ander-
S.S. or I.R.S. Identification son & Stowe VI, L.P.
No. of Above Person
_________________________________________________________________
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds OO
_________________________________________________________________
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
_________________________________________________________________
6) Citizenship or Place
of Organization Delaware
Number of 7) Sole Voting 2,936,098 shares of
Shares Beneficially Power Common Stock, $.001
Owned by Each par value ("Common
Reporting Person Stock")
________________________________________
8) Shared Voting
Power -0-
________________________________________
9) Sole Disposi- 2,936,098 shares of
tive Power Common Stock
________________________________________
10) Shared Dis-
positive Power -0-
________________________________________
11) Aggregate Amount Beneficially 2,936,098 shares of
Owned by Each Reporting Person Common Stock
________________________________________________________________
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
_________________________________________________________________
13) Percent of Class
Represented by 25.9%
Amount in Row (11)
_________________________________________________________________
14) Type of Reporting
Person PN
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CUSIP NO. 31769Q-10-8 Page 3 of 7
1) Name of Reporting Person WCAS Information
S.S. I.R.S. Identification Partners, L.P.
No. of Above Person
_________________________________________________________________
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds OO
_________________________________________________________________
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
_________________________________________________________________
6) Citizenship or Place
of Organization Delaware
_________________________________________________________________
Number of 7) Sole Voting 50,248 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person:
________________________________________
8) Shared Voting
Power -0-
________________________________________
9) Sole Disposi- 50,248 shares of
tive Power Common Stock
________________________________________
10) Shared Dis-
positive Power -0-
________________________________________
11) Aggregate Amount Beneficially 50,248 shares of
Owned by Each Reporting Person Common Stock
_________________________________________________________________
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
_________________________________________________________________
13) Percent of Class
Represented by 0.4%
Amount in Row (11)
_________________________________________________________________
14) Type of Reporting
Person PN
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CUSIP NO. 31769Q-10-8 Page 4 of 7
Amendment No. 1 to Schedule 13D
_______________________________
Reference is hereby made to the statement on Schedule 13D
originally filed with the Securities and Exchange Commission on August 23,
1996 (the "Schedule 13D"). Terms defined in the Schedule 13D are used
herein as so defined.
The Schedule 13D is hereby amended as follows:
Item 1. Security and Issuer.
___________________
Item 1 is hereby amended and restated to read in its entirety as
follows:
This statement relates to the Common Stock, $.001 par value (the
"Common Stock"), of Maxcor Financial Group Inc. (previously known as
Financial Services Acquisition Corporation), a Delaware corporation
("Maxcor" or the "Issuer"). The principal executive offices of the Issuer
are located at Two World Trade Center, 84th Floor, New York, New York
10048.
Item 3. Source and Amount of Funds and Other Consideration.
__________________________________________________
Item 3 is hereby amended by adding the following to the end
thereof:
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 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 Persons tendered all
3,918,254 Warrants beneficially owned by them and received in exchange
therefor an aggregate 653,172 shares of Common Stock. Cash was paid in
lieu of the issuance of fractional shares.
Item 5. Interest in Securities of the Issuer.
____________________________________
Item 5 is hereby amended and restated to read in its entirety as
follows:
The following information is based on a total of 11,330,631
shares of Common Stock outstanding after the completion of the Exchange
Offer, as reported in the Issuer's Final Amendment to its Schedule 13E-4
dated December 2, 1997.
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CUSIP NO. 31769Q-10-8 Page 5 of 7
(a)
WCAS VI and VI Partners
_______________________
WCAS VI owns 2,936,098 shares of Common Stock, or approximately
25.9% of the Common Stock outstanding. VI Partners, as the general
partner of WCAS VI, may be deemed to beneficially own the securities
owned by WCAS VI.
WCAS IP and INFO Partners
_________________________
WCAS IP owns 50,248 shares of Common Stock, or approximately 0.4%
of the Common Stock outstanding. INFO Partners, as the general
partner of WCAS IP, may be deemed to beneficially own the securities
owned by WCAS IP.
General Partners of VI Partners and INFO Partners
_________________________________________________
(i) Patrick J. Welsh owns 29,647 shares of Common Stock, or
approximately 0.3% of the Common Stock outstanding.
(ii) Russell L. Carson owns 29,647 shares of Common Stock, or
approximately 0.3% of the Common Stock outstanding.
(iii) Bruce K. Anderson owns 29,647 shares of Common Stock, or
approximately 0.3% of the Common Stock outstanding.
(iv) Richard H. Stowe owns an aggregate 15,698 shares of Common
Stock (including shares held by DE Charter Trust Co., as Trustee FBO
the IRA/Rollover of Richard H. Stowe), or approximately 0.1% of the
Common Stock outstanding.
(v) Andrew M. Paul owns 7,535 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(vi) Thomas E. McInerney owns 10,047 shares of Common Stock, or
less than 0.1% of the Common Stock outstanding.
(vii) Laura VanBuren owns 1,255 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(viii) James B. Hoover owns an aggregate 9,418 shares of Common
Stock (including shares held by DE Charter Trust Co., as Trustee FBO
the IRA/Rollover of James B. Hoover), or less than 0.1% of the Common
Stock outstanding.
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CUSIP NO. 31769Q-10-8 Page 6 of 7
(ix) Robert A. Minicucci owns 10,047 shares of Common Stock, or
less than 0.1% of the Common Stock outstanding.
(x) Anthony J. deNicola owns 2,511 shares of Common Stock, or
less than 0.1% of the Common Stock outstanding.
(b) The general partners of each of VI Partners and INFO
Partners may be deemed to share the power to vote or direct the voting of
and to dispose or direct the disposition of the shares owned by WCAS VI and
WCAS IP, respectively. Each of the general partners of VI Partners and
INFO Partners disclaims beneficial ownership of all shares other than the
shares he or she owns directly or by virtue of his or her indirect pro rata
interest, as a partner of VI Partners and/or INFO Partners, as the case may
be, in the shares owned by WCAS VI and/or WCAS IP.
(c) Except as described in this statement, none of the entities
or persons named in Item 2 has effected any transaction in the Issuer's
securities in the past 60 days.
(d) Except as described in this statement, no person has the
power to direct the receipt of dividends on or the proceeds of sales of the
securities of the Issuer owned by WCAS VI or WCAS IP.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer.
__________________________________________
Item 6 is hereby amended by adding the following sentence to the
end of the first paragraph thereof:
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.
Item 6 is hereby further amended by adding the following sentence
to the end of the third paragraph thereof:
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 Persons.
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CUSIP NO. 31769Q-10-8 Page 7 of 7
Signature
_________
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
WELSH, CARSON, ANDERSON &
STOWE VI, L.P.
By: WCAS VI Partners, L.P.,
General Partner
By: /s/ Laura VanBuren
________________________
General Partner
WCAS INFORMATION PARTNERS, L.P.
By: WCAS INFO Partners,
General Partner
By: /s/ Laura VanBuren
________________________
Attorney-in-Fact
Date: February 23, 1998
