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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. 6)*
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)
57772G-10-0
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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 28, 1998
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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: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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 Pages
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SCHEDULE 13D
CUSIP No. 57772G 10 0 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gilbert D. Scharf
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,150,833 (including shares issuable upon
currently exercisable Options)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,150,833 (including shares issuable upon
currently exercisable Options)
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,833 (including shares issuable upon currently exercisable
Options)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 4 Pages
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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 each of December
9, 1997, January 13, 1998 and December 22, 1998), 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
The following sentence is hereby added to the end of paragraph (c) of Item 3:
The vesting terms of options were not amended in connection with the
repricing, except that the right to an accelerated vesting upon a Change in
Control (as defined in the Issuer's plan) was waived for the twelve-month
period following the repricing.
Paragraph (g) of Item 3 is hereby deleted and replaced in its entirety by the
following:
(g) On May 18, 1998, the Reporting Person purchased (for the
account of the Gilbert D. Scharf Living Trust, of which the Reporting
Person is sole trustee) an aggregate of 15,500 shares of Common Stock, at a
per share price of $2.00, in a privately negotiated transaction. On
December 9, 1998 and December 11, 1998, the Reporting Person purchased (for
his IRA accounts), in the over-the-counter market through his broker, 5,000
and 1,000 shares of Common Stock, respectively, at a per share price of
$1.00. On December 22, 1998, the Reporting Person purchased (for his IRA
accounts) an aggregate of 20,700 shares of Common Stock in the
over-the-counter market through his broker, 1,000 of which were at a per
share price of $0.96875; 10,700 of which were at a per share price of
$1.00; 3,800 of which were at a per share price of $1.03125, and 5,200 of
which were at a per share price of $1.0625. On December 23, 1998, the
Reporting Person purchased (for his IRA accounts), in the over-the-counter
market through his broker, 6,000 shares of Common Stock at a per share
price of $1.00. On December 28, 1998, the Reporting Person purchased (for
his IRA accounts), in the over-the-counter market through his broker, 1,500
shares of Common Stock at a per share price of $1.125.
Item 5. Interest in Securities of the Issuer.
Paragraph (a) of Item 5 is hereby deleted and replaced in its entirety by the
following:
(a) The Reporting Person currently beneficially owns 1,150,833
shares of Common Stock. This number of shares represents: (i) 639,539
shares of Common Stock that are directly owned (including through IRA
accounts) by the Reporting Person, (ii) 411,294 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) 100,000 Options that are currently
exercisable. In its Quarterly Report on Form 10-Q for the three months
ended September 30, 1998, the Issuer reported that a total of 11,323,782
shares of Common Stock were outstanding as of November 12, 1998. Based on
such information, the Common Stock currently beneficially owned by the
Reporting Person represents approximately 10.1% of the Common Stock
outstanding (including shares issuable upon exercise of the currently
exercisable Options held by the Reporting Person).
Page 3 of 4 Pages
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SIGNATURE PAGE
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 11, 1999
/s/ Gilbert D. Scharf
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Gilbert D. Scharf
Page 4 of 4 Pages
