CUSIP NO. 31769Q-10-8 Page 1 of 6 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Final Amendment No. 2)[FN1]
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 J. Hewitt, Esq.
& Stowe VI, L.P. 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) 893-9500 Tel. (212) 841-5700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 17, 1999
(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(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
- --------
[FN1] 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 or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act.
<PAGE>
CUSIP NO. 31769Q-10-8 Page 2 of 6 Pages
1) Name of Reporting Person Welsh, Carson, Ander-
I.R.S. Identification son & Stowe VI, L.P.
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds Not Applicable
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 -0-
Shares Beneficially Power
Owned by Each
Reporting Person
With
8) Shared Voting
Power -0-
9) Sole Disposi- -0-
tive Power
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially -0-
Owned by Each Reporting Person
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by -0-
Amount in Row (11)
14) Type of Reporting
Person PN
<PAGE>
CUSIP NO. 31769Q-10-8 Page 3 of 6 Pages
1) Name of Reporting Person WCAS Information
I.R.S. Identification Partners, L.P.
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds Not Applicable
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 -0-
Shares Beneficially Power
Owned by Each
Reporting Person
With
8) Shared Voting
Power -0-
9) Sole Disposi- -0-
tive Power
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially -0-
Owned by Each Reporting Person
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by -0-
Amount in Row (11)
14) Type of Reporting
Person PN
<PAGE>
CUSIP NO. 31769Q-10-8 Page 4 of 6 Pages
Final Amendment No. 2 to Schedule 13D
Reference is hereby made to the statement on Schedule 13D originally
filed with the Securities and Exchange Commission (the "Commission") on August
23, 1996, Amendment No. 1 thereto filed on February 27, 1998 and the Final
Amendment thereto filed on July 9, 1999 (as so amended, the "Schedule 13D").
This Final Amendment No. 2 is being filed solely to correct certain errors in
Item 5 of the Final Amendment. Terms defined in the Schedule 13D are used herein
as so defined.
The Schedule 13D is hereby amended as follows:
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 11,323,782 shares of
Common Stock outstanding as of May 12, 1999, as reported in the Issuer's Report
on Form 10-Q for the period ended March 31, 1999, as filed with the Commission
on May 17, 1999:
(a)
WCAS VI and VI Partners
WCAS VI and VI Partners own no shares of Common Stock.
WCAS IP and INFO Partners
WCAS IP and INFO Partners own no shares of Common Stock.
General Partners of VI Partners and INFO Partners
(i) Russell L. Carson owns 29,647 shares of Common Stock, or
approximately 0.3% of the Common Stock outstanding.
(ii) Andrew M. Paul owns 7,535 shares of Common Stock, or
approximately 0.1% of the Common Stock outstanding.
(iii) Thomas E. McInerney owns 10,047 shares of Common Stock, or
approximately 0.1% of the Common Stock outstanding.
(iv) Laura VanBuren owns 1,255 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
<PAGE>
Page 5 of 6 Pages
(v) Robert A. Minicucci owns 10,047 shares of Common Stock, or
approximately 0.1% of the Common Stock outstanding.
(vi) 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 Common Stock 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 of Common Stock other than the
shares he or she owns directly or by virtue of his or her indirect pro rata
interest, as a general 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) On June 17, 1999, WCAS VI and WCAS IP sold 2,936,097 and 50,248
shares, respectively, of Common Stock in a privately-negotiated transaction, at
a price of $1.75 per share.
(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 shares of
Common Stock owned by WCAS VI or WCAS IP.
(e) The Reporting Persons ceased to be the beneficial owners of more
than five percent of the Common Stock on June 17, 1999.
<PAGE>
CUSIP NO. 31769Q-10-8 Page 6 of 6 Pages
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.
Dated: July 14, 1999
WELSH, CARSON, ANDERSON & STOWE VI, L.P.
By: WCAS VI Partners, L.P., General
Partner
By: /s/ Jonathan M. Rather
-------------------------------------
Attorney-in-Fact
WCAS INFORMATION PARTNERS, L.P.
By: WCAS INFO Partners, General
Partner
By: /s/ Jonathan M. Rather
-------------------------------------
Attorney-in-Fact
