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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-1)
Information to be Included in Statements Filed Pursuant
to 13d-1(a) and Amendments Thereto Filed Pursuant to 13d-2(a)
(Amendment No. 4)*
Maxcor Financial Group Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
31769Q - 10 - 8
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(CUSIP Number)
Gilbert D. Scharf
P.O. Box 1124
Ponte Vedra Beach, Florida 32004
with a copy to:
General Counsel
Maxcor Financial Group Inc.
Two World Trade Center, 84th Floor
New York, New York 10048
(212) 748-7000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 1997
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(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 / /.
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 4
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SCHEDULE 13D
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CUSIP No. 31769Q-10-8 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gilbert D. Scharf
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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*
PF
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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 States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,051,133 (including shares issuable upon
currently exercisable Options)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,051,133 (including shares issuable upon
currently exercisable Options)
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,051,133 (including shares issuable upon currently exercisable
Options)
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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)
9.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 4
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Gilbert D. Scharf (the "Reporting Person") hereby amends his Statement
on Schedule 13D, dated December 7, 1994 (previously amended on March 14, 1996,
amended and restated on August 28, 1996, and further amended on December 9,
1997), relating to the Common Stock, $.001 par value, of Maxcor Financial Group
Inc., a Delaware corporation, as follows:
Item 3. Source and Amount of Funds
or Other Consideration
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The first paragraph of Item 3 is hereby deleted and replaced in its entirety by
the following:
All funds used to purchase Common Stock of the Issuer held by the
Reporting Person reported in paragraphs (a), (b) and (e) below were personal
funds. No amount of such funds were borrowed or otherwise procured from
other sources. The consideration used to acquire Common Stock of the Issuer
held by the Reporting Person reported in paragraph (d) below was the
Warrants of the Issuer described in paragraph (b).
New paragraph (e) is hereby added to the end of Item 3 as follows:
(e) On December 31, 1997, the Reporting Person purchased an
aggregate of 50,000 shares of Common Stock, at a per share price of $2.4375.
The purchase was effected in a block transaction in the over-the-counter
market through the Reporting Person's broker.
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 1,051,133
shares of Common Stock. This number of shares represents: (i) 655,339 shares
of Common Stock that are directly owned (including through IRA accounts) by
the Reporting Person, (ii) 345,794 shares of Common Stock that are held in
the Gilbert D. Scharf Living Trust, of which the Reporting Person is the
sole trustee and (iii) 50,000 Options that are currently exercisable. In the
Final Amendment to its Schedule 13E-4, dated December 2, 1996, relating to
the Offer, the Issuer reported that, after giving effect to the issuance of
shares of Common Stock pursuant to the 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 9.2% of the Common Stock outstanding following the Offer
(including shares issuable upon exercise of the currently exercisable
Options held by the Reporting Person).
Item 6. Contracts, Understandings or Relationships
with Respect to Securities of the Issuer
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The last sentence of the 4th paragraph (commencing with "In accordance with the
provisions of the Letter Agreement...") under Item 6 is hereby deleted and
replaced in its entirety by the following:
The Escrow Period ended as of December 1, 1997, and the Escrow Shares have
since been released to the Reporting Person.
Page 3 of 4
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SIGNATURE PAGE
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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: January 13, 1998
/s/ Gilbert D. Scharf
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Gilbert D. Scharf
