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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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June 17, 1999
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Date of Report (Date of Earliest Event Reported)
MAXCOR FINANCIAL GROUP INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-25056 59-3262958
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
Two World Trade Center
New York, New York
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(Address of Principal Executive Offices)
10048
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(Zip Code)
(212) 748-7000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed
Since Last Report)
The Exhibit Index is on Page 4
Page 1 of 8 Pages
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Item 5. Other Events
On June 17, 1999, Registrant issued a press release
announcing that it had consummated the repurchase of the 2,986,345 shares of
Registrant's common stock held by the venture capital group, Welsh, Carson,
Anderson & Stowe. The repurchase was the subject of a previously-announced
agreement between Registrant and Welsh Carson. The 2,986,345 shares
repurchased represented approximately 26.4% of the 11,323,782 shares of
Registrant's common stock that were outstanding immediately prior to the
repurchase. As a result of the repurchase, the number of Registrant's
outstanding shares of common stock was reduced to 8,337,437 (and the number of
its treasury shares increased to 3,054,832). Registrant paid a total of
$5,226,103.75, or $1.75 per share, to repurchase the shares.
Financing for the repurchase was obtained, in part, from
approximately $2.0 million in borrowings under a new asset-based revolving
credit facility provided by GE Capital to Registrant's Euro Brokers Inc.
subsidiary. GE Capital has historically provided leasing and other secured
financing to Euro Brokers. The new facility had a borrowing base of
approximately $3.5 million at the time of its execution and provides for a
maximum borrowing base of up to $5.0 million.
In connection with the consummation of the repurchase,
Registrant, the relevant Welsh Carson partnerships and certain directors and
officers of Registrant executed an amendment, dated as of June 17, 1999 (the
"Amendment"), to the Registration Rights Agreement, dated as of August 16,
1996, to which they were a party (the "Registration Rights Agreement"). Prior
to the Amendment, the Registration Rights Agreement provided such entities and
persons (as well as others who were signatory thereto) with certain demand and
"piggy-back" registration rights with respect to certain of their shares of
Registrant's common stock. The Amendment effected a termination of the
Registration Rights Agreement and extinguished all registration rights granted
thereunder.
The summary of the Amendment above is qualified in its
entirety by the full text of the Amendment, which is attached hereto as
Exhibit 2.1 and is incorporated herein by reference. Registrant's press
release describing the consummation of the repurchase of common stock from
Welsh Carson is attached hereto as Exhibit 99.1 and is also hereby
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits.
2.1 Amendment, dated as of June 17, 1999, to Registration Rights
Agreement, dated as of August 16, 1996.
99.1 Press Release, dated June 17, 1999.
Page 2 of 8 Pages
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
MAXCOR FINANCIAL GROUP INC.
By: /s/ Gilbert Scharf
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Name: Gilbert Scharf
Title: Chairman of the Board, President
and Chief Executive Officer
Date: June 22, 1999
Page 3 of 8 Pages
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EXHIBIT INDEX
Exhibit No. Description Page No.
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2.1 Amendment, dated as of June 17, 1999, to 5
Registration Rights Agreement, dated as of
August 16, 1996.
99.1 Press Release, dated June 17, 1999 7
Page 4 of 8 Pages
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Exhibit 2.1
AMENDMENT ("Amendment"), dated as of June 17, 1999, by and among
Maxcor Financial Group Inc., a Delaware corporation (formerly known as
Financial Services Acquisition Corporation) (the "Company"), Welsh, Carson,
Anderson & Stowe VI, L.P., a Delaware limited partnership ("WCAS VI"), WCAS
Information Partners, L.P., a Delaware limited partnership ("WCAS Info" and,
together with WCAS VI, the "WCAS Entities") and the individuals listed on
Annex I hereto and signatory hereto (the "Individuals"), to that certain
Registration Rights Agreement, dated as of August 16, 1996 (the "Agreement"),
by and among, the Company, the WCAS Entities, the Individuals and certain
others.
WHEREAS, concurrent with the execution and delivery of this
Amendment, the Company is purchasing from the WCAS Entities (the "Purchase")
all of the shares of the Common Stock, par value $.001 per share ("Common
Stock"), of the Company owned by the WCAS Entities;
WHEREAS, the Agreement, by its terms, permits amendments and waivers
to the Agreement if executed by each of (i) the Company, (ii) Management
Stockholders then holding, in the aggregate, a majority of the Registrable
Stock then held by all Management Stockholders as a whole and (iii) Investor
Stockholders then holding, in the aggregate, a majority of the Registrable
Stock then held by all Investor Stockholders as a whole:
WHEREAS, each of the Individuals are Management Stockholders who, in
the aggregate, hold a majority of the Registrable Stock currently held by all
Management Stockholders as a whole;
WHEREAS, each of the WCAS Entities are Investor Stockholders who, in
the aggregate, hold a majority of the Registrable Stock currently held by all
Investor Stockholders as a whole;
WHEREAS, this Amendment is being entered into in connection with and
as a condition to the Company consummating the Purchase;
NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties signatory hereto agree as follows:
1. Terms used herein without separate definition shall have the meaning
assigned to them in the Agreement.
2. The Agreement is hereby terminated, effective as of the date of this
Amendment, with all registration rights granted thereunder being
extinguished as a result of such termination.
3. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Page 5 of 8 Pages
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IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties hereto as of the day and year first above written.
WELSH, CARSON, ANDERSON & STOWE VI, L.P.
By WCAS VI Partners, L.P., General Partner
By: /s/ WCAS VI Partners, L.P.
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General Partner
WCAS INFORMATION PARTNERS, L.P.
By WCAS INFO Partners, L.P., General Partner
By: /s/ WCAS INFO Partners, L.P.
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General Partner
MAXCOR FINANCIAL GROUP INC.
By: /s/ Gilbert Scharf
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Gilbert Scharf, President
/s/ Gilbert Scharf
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Gilbert Scharf
/s/ Michael Scharf
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Michael Scharf
/s/ Frederick B. Whittemore
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Frederick B. Whittemore
/s/ Larry S. Kopp
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Larry S. Kopp
/s/ Keith E. Reihl
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Keith E. Reihl
/s/ Walter E. Dulski
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Walter E. Dulski
/s/ Brian G. Clark
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Brian G. Clark
Page 6 of 8 Pages
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Exhibit 99.1
FOR IMMEDIATE RELEASE Maxcor Financial
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Contact:
Maxcor Financial Group Inc.
Two World Trade Center, 84th Floor
New York, NY 10048
(212) 748-7000, Roger Schwed (Investor Relations)
MAXCOR FINANCIAL GROUP
CLOSES REPURCHASE OF 26% STAKE HELD BY
WELSH, CARSON, ANDERSON & STOWE
2,986,345 shares of Maxcor's Common Stock
repurchased from Welsh Carson at $1.75 per share
NEW YORK, June 17, 1999 - Maxcor Financial Group Inc. (Nasdaq: MAXF)
announced today that it has consummated the repurchase of the 2,986,345 shares
of Maxcor's common stock held by the venture capital group, Welsh, Carson,
Anderson & Stowe. The 2,986,345 shares represent approximately 26.4% of the
11,323,782 shares of common stock that were outstanding immediately prior to
the repurchase. As a result of the repurchase, the number of Maxcor's
outstanding shares of common stock has been reduced to 8,337,437 (and its
number of treasury shares increased to 3,054,832).
Maxcor paid a total of $5,226,103.75, or $1.75 per share, to
repurchase the shares. The per share purchase price represents an
approximately 36% discount to Maxcor's book value of $2.74 as of March 31,
1999. On a pro forma basis, assuming no other changes, the repurchase would
have increased 1999 first quarter-end book value by approximately 13%, to
$3.09 per share. From an earnings perspective, Maxcor's 1999 first quarter
basic earnings of $0.14 per share would have increased on a pro forma basis
(assuming a January 1, 1999 closing of the repurchase and adjusting for one
fiscal quarter of estimated after-tax financing and transaction costs
associated with the repurchase) by approximately 30%, to $0.18 per share.
Financing for the repurchase was obtained, in part, from
approximately $2.0 million in borrowings under a new asset-based revolving
credit facility provided by GE Capital to the Company's Euro Brokers Inc.
subsidiary. GE Capital has historically provided leasing and other secured
financing to Euro Brokers. The new facility has a current borrowing base of
approximately $3.5 million and provides for a maximum borrowing base of up to
$5.0 million.
Maxcor Financial Group Inc., through its various Euro Brokers
entities, is a leading domestic and international inter-dealer brokerage firm
specializing in emerging market products, cash deposits and other money market
instruments, interest rate and currency derivatives, energy products
(including natural gas, electricity, physical emissions and weather) and other
fixed income securities (including repurchase agreements). Maxcor Financial
Inc. is the Company's U.S. registered broker-dealer subsidiary which, in
addition to the inter-dealer brokerage activities of its Euro Brokers
division, engages in investment banking and related activities. Maxcor
Financial Asset Management Inc. is the Company's SEC registered investment
adviser
Page 7 of 8 Pages
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subsidiary, conducting securities lending and other asset management
businesses. The Company employs approximately 625 persons and maintains
principal offices in New York, Stamford, London, Tokyo, Geneva, Toronto and
Mexico City. The Company's common stock is traded on the Nasdaq National
Market under the symbol "MAXF".
Page 8 of 8 Pages
