<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
/ / Check box if no longer subject to Sec- / / Form 3 Holdings Reported
tion 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b). / / Form 4 Transactions Reported
1. Name and Address of Reporting Person*
Schwed Roger E.
(Last) (First) (Middle)
c/o Maxcor Financial Group Inc.
Two World Trade Center, 84th Floor
(Street)
New York New York 10048
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Maxcor Financial Group Inc.
(Common Stock: "MAXF")
3. I.R.S. Identification Number of Reporting Person, if an Entity (Voluntary)
4. Statement for Month/Year
12/98
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
/ / Director / / 10% Owner
/X/ Officer (give title below) / / Other (specify below)
Vice President and General Counsel
7. Individual or Joint/Group Filing (Check applicable line)
/X/ Form Filed by One Reporting Person
/ / Form Filed by More than One Reporting Person
*If the Form is filed by more than one Reporting Person, see Instruction
4(b)(v).
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<CAPTION>
Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
5. Amount
of Secu-
rities
Bene-
ficially
4. Securities Acquired (A) Owned at 6. Ownership
2. Trans- or Disposed of (D) End of Form:
action (Instr. 3, 4 and 5) Issuer's Direct 7. Nature of
Date 3. Trans- ----------------------------- Fiscal (D) or Indirect
(Month/ action (A) Year Indirect Beneficial
1. Title of Security Day/ Code Amount or Price (Instr. (I) Ownership
(Instr. 3) Year) (Instr. 8) (D) 3 and 4) (Instr. 4) (Instr. 4)
- ----------------------------- ---------- ------------- ------------ --- ---------- ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
a. Common Stock,
par value $.001 10,000 D*
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<TABLE>
<CAPTION>
Table II--Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
2. Conver- 5. Number of Deriv- 6. Date Exercisable
sion or 3. Trans- ative Securities and Expiration Date
Exercise action Acquired (A) or (Month/Day/Year)
Price of Date Disposed of (D) ----------------------
Deriv- (Month/ 4. Transac- (Instr. 3, 4, and 5) Date
1. Title of Derivative Security ative Day/ tion Code -------------------------- Exercis- Expiration
(Instr. 3) Security Year) (Instr. 8) (A) (D) able Date
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<S> <C> <C> <C> <C> <C> <C> <C>
a. Options -- Right to Buy $5.1875 8/5/98 D(1) 25,000 (2) 9/30/06
b. Options -- Right to Buy $2.00 8/5/98 A 25,000 (2) 9/30/06
c. Options -- Right to Buy $4.8125 8/5/98 D(1) 25,000 (3) 2/03/07
d. Options -- Right to Buy $2.00 8/5/98 A 25,000 (3) 2/03/07
e. Options -- Right to Buy $2.00 8/14/98 A 20,000 (4) 8/13/08
<CAPTION>
9. Number of 10. Ownership
Derivative of
Securities Derivative
7. Title and Amount of Underlying Benefi- Security:
Securities (Instr. 3 and 4) cially Direct 11. Nature of
---------------------------------------- 8. Price of Owned at (D) or Indirect
Amount or Derivative End of Indirect Beneficial
1. Title of Derivative Title Number of Security Year (I) Ownership
Security (Instr. 3) Shares (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4)
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<S> <C> <C> <C> <C> <C> <C>
a. Options -- Right to Buy Common Stock 25,000 D
b. Options -- Right to Buy Common Stock 25,000 D
c. Options -- Right to Buy Common Stock 25,000 D
d. Options -- Right to Buy Common Stock 25,000 D
e. Options -- Right to Buy Common Stock 20,000 70,000 D
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Explanation of Responses:
* Jointly owned with spouse.
(1) Cancellation of option in connection with grant of replacement option.
(2) The reported transaction involved the repricing of an existing incentive
stock option, originally granted on October 1, 1996, and providing for
vesting in equal 20% increments on each of the 1st, 2nd, 3rd, 4th and
5th anniversaries of the date of original grant. These vesting terms were
not amended in connection with the repricing (except that the right to an
accelerated vesting upon a change of control (as defined) was waived for
the twelve-month period following the repricing)
(3) The reported transaction involved the repricing of an existing incentive
stock option, originally granted on February 4, 1997, and providing for
vesting in equal 20% increments on each of the 1st, 2nd, 3rd, 4th and
5th anniversaries of the date of original grant. These vesting terms
were not amended in connection with the repricing (except that the
right to an accelerated vesting upon a change of control (as defined)
was waived for the twelve-month period following the repricing)
(4) The reported transaction involved the grant of an incentive stock option
on August 14, 1998, providing for vesting in equal 25% increments on each
of the 1st, 2nd, 3rd and 4th anniversaries of the date of grant.
/s/ Roger E. Schwed February 11, 1999
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**Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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