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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. 8)*
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)
November 22, 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 5 pages
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SCHEDULE 13D
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CUSIP No. 57772G 10 0 Page 2 of 5 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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7
NUMBER OF SOLE VOTING POWER
SHARES 1,271,383 (including shares issuable upon currently
exercisable Options)
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8
BENEFICIALLY SHARED VOTING POWER
OWNED BY 0
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9
EACH SOLE DISPOSITIVE POWER
REPORTING 1,271,383 (including shares issuable upon currently
exercisable Options)
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10
PERSON SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,271,383 (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)
14.95%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 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, January 11, 1999 and May 7, 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 following sentence is hereby added to the end of the first paragraph of Item
4:
At a meeting of the Issuer's stockholders held on June 9, 1999, the
Reporting Person was re-elected as a director of the Issuer to serve a
three-year term expiring at the Issuer's annual meeting in 2002.
Paragraph (h) of Item 3 is hereby deleted and replaced in its entirety by the
following:
(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. On each of August 5, 6 and 9,
1999, the Reporting Person purchased (for the account of the Gilbert D.
Scharf Living Trust, of which the Reporting Person is sole trustee), in
the over-the-counter market through his broker, 5,000 shares of Common
Stock (for a total of 15,000 shares over the three days), at per share
prices, respectively, of $2.25 on August 5 and 6, 1999, and $2.375 on
August 9, 1999. On November 4, 1999, the Reporting Person purchased
(for the account of the Gilbert D. Scharf Living Trust), in the
over-the-counter market through his broker, an aggregate of 7,500
shares of Common Stock, 5,000 of which were at a per share price of
$3.00, and 2,500 of which were at a per share price of $2.75. On
November 5, 1999, the Reporting Person purchased (for his IRA
accounts), in the over-the-counter market through his broker, an
aggregate of 5,000 shares of Common Stock at a per share price of
$2.75. On November 10, 12 and 22, 1999, the Reporting Person purchased
(for the account of the Gilbert D. Scharf Living Trust), in the
over-the-counter market through his broker, an aggregate of 7,000
shares of Common Stock, 1,000 of which were purchased on November 10 at
a per share price of $2.50, 1,000 of which were purchased on November
12 at a per share price of $2.5625, and 5,000 of which were purchased
on November 22 at a per share price of $2.50.
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 1,271,383
shares of Common Stock. This number of shares represents: (i) 661,839
shares of Common Stock that are directly owned (including through IRA
accounts) by the Reporting Person, (ii) 440,794 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) 168,750 Options that are
currently exercisable. In its Quarterly
Page 3 of 5 pages
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Report on Form 10-Q for the quarterly period ended September 30, 1999,
the Issuer reported that a total of 8,337,437 shares of Common Stock
were outstanding as of November 11, 1999. Based on such information,
the Common Stock currently beneficially owned by the Reporting Person
represents approximately 14.95% of the Common Stock outstanding
(including shares issuable upon exercise of the currently exercisable
Options held by the Reporting Person).
Page 4 of 5 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: December 9, 1999
/s/ Gilbert D. Scharf
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Gilbert D. Scharf
Page 5 of 5 pages
