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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. 7)*
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)
April 16, 1999
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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
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 1,168,133 (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 1,168,133 (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
1,168,133 (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)
10.2%
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14 TYPE OF REPORTING PERSON*
IN
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*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, December 23, 1998 and January 11, 1999),
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 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), (e), (g) and (h)
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).
A new paragraph (h) is hereby added to the end of Item 3 as follows:
(h) On January 4, 1999, the Reporting Person purchased (for
his IRA accounts), in the over-the-counter market through his broker,
1,000 shares of Common Stock at a per share price of $1.65625 and 6,300
shares of Common Stock at a per share price of $1.50. On April 16, 1999,
the Reporting Person purchased (for his IRA accounts), in the
over-the-counter market through his broker, 10,000 shares of Common Stock
at a per share price of $1.50.
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
1,168,133 shares of Common Stock. This number of shares represents: (i)
656,839 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 Annual Report on Form 10-K for the year
ended December 31, 1998, the Issuer reported that a total of 11,323,782
shares of Common Stock were outstanding as of March 29, 1999. Based on
such information, the Common Stock currently beneficially owned by the
Reporting Person represents approximately 10.2% 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
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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: May 7, 1999
/s/ Gilbert D. Scharf
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Gilbert D. Scharf
Page 4 of 4 Pages
