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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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March 25, 1999
Date of Report (Date of Earliest Event Reported)
MAXCOR FINANCIAL GROUP INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-25056 59-3262958
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of
of Incorporation) Identification No.
Two World Trade Center
New York, New York
(Address of Principal Executive Offices)
10048
(Zip Code)
(212) 748-7000
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed
Since Last Report)
The Exhibit Index is on Page 4
Page 1 of 8 Pages
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Item 5. Other Events
On March 25, 1999, Registrant issued a press release
announcing that Maxcor Information Inc., an information and data subsidiary of
Registrant, had executed an agreement with the information vendor, Telerate,
Inc., for the provision to Telerate subscribers of emerging market debt
pricing and other data sourced from Euro Brokers, the leading inter-dealer
broker in emerging market debt. Euro Brokers is a division of Maxcor Financial
Inc., a registered broker-dealer and also a subsidiary of Registrant.
On March 25, 1999, Registrant also issued a press release
announcing the execution of a definitive agreement with the Welsh, Carson,
Anderson & Stowe venture capital group for the repurchase of all 2,986,346
shares of Registrant's Common Stock held by Welsh Carson's investment
partnerships (the "Shares"). The Shares represent approximately 26.4% of the
11,323,782 shares of Common Stock currently outstanding. The purchase price
for the Shares has been agreed at $5,226,105.50, or $1.75 per Share. Closing
of the repurchase is expected to occur in May 1999 and is contingent upon
Registrant obtaining financing for the transaction, in addition to certain
other customary conditions.
Registrant's press releases announcing the foregoing matters
are attached hereto respectively as Exhibit 99.1 and Exhibit 99.2, each of
which is hereby incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
99.1 Press Release, dated March 25, 1999.
99.2 Press Release, dated March 25, 1999
Page 2 of 8 Pages
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
MAXCOR FINANCIAL GROUP INC.
By: /s/ Gilbert Scharf
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Name: Gilbert Scharf
Title: Chairman of the Board, President
and Chief Executive Officer
Date: March 26, 1999
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EXHIBIT INDEX
Exhibit No. Description Page No.
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99.1 Press Release, dated March 25, 1999 5
99.2 Press Release, dated March 25, 1999 7
Page 4 of 8 Pages
Exhibit 99.1
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Maxcor Financial
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FOR IMMEDIATE RELEASE
Contact:
Maxcor Financial Group Inc.
Two World Trade Center, 84th Floor
New York, NY 10048
(212) 748-7000, Roger Schwed (Investor Relations)
MAXCOR INFORMATION UNIT SIGNS AGREEMENT WITH TELERATE
Telerate to provide indicative pricing for emerging market debt
using data sourced from Euro Brokers
NEW YORK, March 25, 1999 - Maxcor Information Inc., a subsidiary of
Maxcor Financial Group Inc. (Nasdaq: MAXF), today announced that it has
concluded an agreement with Telerate, Inc. to provide pricing and other data
on emerging market bonds to Telerate subscribers. The data will be sourced
from Euro Brokers, the leading interdealer broker in emerging market debt.
Under the agreement, Telerate will use the licensed Euro Brokers data
to prepare and distribute indicative pricing information on emerging market
debt securities, such as Brady bonds and global bonds. The Telerate product
also will include summary historical data and aggregate trading volumes for
emerging market bonds, as well as an array of optional "add-on" services.
"Telerate is delighted to include Euro Brokers pricing data as an
integral part of the Telerate Plus package," said Rick Snape, chief operating
officer of Telerate. "With this agreement, Telerate customers will enjoy
unmatched emerging markets coverage, including the best pricing data, the most
competitive news and the most complete selection of emerging markets optional
services."
"We are excited by the prospect of developing information products
with Telerate," said Greg Manning, director of information sales and marketing
at Maxcor Information. "Telerate has always been a leader in the delivery of
quality fixed income price information, and they will be a key strategic
partner for us in this area."
The license of the Euro Brokers data to Telerate is on a
non-exclusive basis and has an initial term of three years. Other financial
terms of the agreement were not disclosed.
Maxcor Information Inc. is a subsidiary of Maxcor Financial Group
Inc., a financial services holding company whose common stock is traded on the
Nasdaq National Market under the symbol "MAXF". Euro Brokers is a division of
Maxcor Financial Inc., a registered broker-dealer and also a subsidiary of
Maxcor Financial Group. Through the Euro Brokers division and
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other subsidiaries and affiliates, Maxcor Financial Group is a leading
domestic and international inter-dealer brokerage firm specializing in
emerging market products, cash deposits and other money market instruments,
interest rate and currency derivatives, natural gas, electricity, weather and
other energy products, repurchase agreements and other fixed income
securities. Maxcor Financial Group employs approximately 625 persons and
maintains principal offices in New York, Stamford, London, Geneva, Tokyo,
Toronto and Mexico City.
Telerate, Inc., formerly Dow Jones Markets, was acquired by Bridge
Information Systems in May 1998 and is a wholly-owned subsidiary of BRIDGE.
Through terminal and data feed products, Telerate supplies data and news for
the fixed income, foreign exchange, money, derivatives and energy markets to
more than 90,000 users globally. More than twenty-five years ago, Telerate
pioneered electronic delivery of financial information in the fixed income
markets. Today, Telerate, a leading provider of real-time financial
information, is further enhanced by the integration of BRIDGE data and news
into Telerate products, and the utilization of BRIDGE's IP network and server
architecture.
Page 6 of 8 Pages
Exhibit 99.2
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Maxcor Financial
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FOR IMMEDIATE RELEASE
Contact:
Maxcor Financial Group Inc.
Two World Trade Center, 84th Floor
New York, NY 10048
(212) 748-7000, Roger Schwed (Investor Relations)
MAXCOR FINANCIAL GROUP
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TO REPURCHASE 26% STAKE HELD BY
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WELSH, CARSON, ANDERSON & STOWE
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Agreementreached to repurchase 2,986,346 shares of
Maxcor's Common Stock From Welsh Carson for
$5,226,105.50, or $1.75 per share
NEW YORK, March 25, 1999 - Maxcor Financial Group Inc. (Nasdaq:
MAXF) announced today that it has reached a definitive agreement with the
Welsh, Carson, Anderson & Stowe venture capital group for the repurchase of
all 2,986,346 shares of Maxcor's Common Stock held by Welsh Carson's
investment partnerships. The 2,986,346 shares represent approximately 26.4% of
the 11,323,782 shares of Common Stock that Maxcor currently has outstanding.
Under the terms of the agreement, Maxcor will pay a total of
$5,226,105.50, or $1.75 per share, to repurchase the shares. Closing of the
repurchase is expected to occur in May 1999 and is contingent upon Maxcor
obtaining financing for the transaction, in addition to certain other
customary conditions.
Gilbert Scharf, President and CEO of Maxcor, said "Welsh Carson has
been an important and valued partner for us since they made their initial
investment in Euro Brokers in 1994. But the opportunity to acquire 26% of our
outstanding shares in one bloc at an approximately 33% discount to our 1998
year-end book value of $2.63 per share was one that our Board felt was in the
best interests of our remaining shareholders. On a pro forma basis, assuming
no other changes, consummation of the transaction would have increased 1998
year-end book value by approximately 12%, to $2.95 per share."
"With this agreement, along with other recent initiatives we have
undertaken, management of Maxcor feels that its plans to strengthen the
Company and position it for future growth are coming to fruition. Today, we
are also separately announcing a three-year information data sale agreement
with Telerate, Inc. for the emerging markets debt information of our Euro
Brokers operations. Additionally, the joint venture (Euro Brokers Finacor
Limited) that we consummated at 1998 year end between our Euro Brokers London
capital markets operations and those in London and Paris of the European
broker, Finacor Limited, has significantly improved
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our London operations and placed them on a profitable footing. In New York,
early 1999 results have also shown an improvement in our money market and
derivatives businesses, where market activity has increased and where we are
gaining market share, as well as in our emerging markets operations."
"Accordingly, if we can continue to execute on these and other
initiatives, as well as sustain and build upon early first quarter 1999
indications, the reduction in Maxcor's outstanding capitalization from
consummating the Welsh Carson repurchase can provide potentially even greater
long term returns for our remaining shareholders."
"Our inter-dealer brokerage business today is very focused and
committed to providing the best possible service to our customers. We are
making significant investments in our technology and infrastructure to address
the automation and other challenges that lie ahead in the industry, but
recognize that our biggest and most important investment continues to be in
our people. Additionally, we continue to search for new businesses that are
compatible with our experience and strength and which can diversify and
augment our revenue streams."
Maxcor Financial Group Inc. is a financial services holding company
whose common stock is traded on the Nasdaq National Market under the symbol
"MAXF". Maxcor Financial Inc. is its U.S. registered broker-dealer subsidiary,
engaged in investment banking and other financial activities. Through the Euro
Brokers division of Maxcor Financial Inc. and other Euro Brokers subsidiaries,
the Company is a leading domestic and international inter-dealer brokerage
firm specializing in emerging market products, cash deposits and other money
market instruments, interest rate and currency derivatives, natural gas,
electricity, weather and other energy products, repurchase agreements and
other fixed income securities. Through its Maxcor Financial Asset Management
Inc. subsidiary, the Company conducts securities lending and other asset
management businesses. The Company employs approximately 625 persons and
maintains principal offices in New York, Stamford, London, Geneva, Tokyo,
Toronto and Mexico City.
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This release contains certain statements which describe the Company's beliefs
concerning historic, but incomplete and unreported financial results, as well
as future business conditions and the outlook for the Company based upon
currently available information. Such information is based on management's
preliminary estimates, assumptions and projections, and is subject to
significant uncertainties (such as market conditions, the Company's
relationships with its employees, counterparties and clearing firms, the Y2K
compliance status of third parties, the actions of the Company's competitors
and government regulatory changes), many of which are beyond the control of
the Company. Actual results could differ materially from those expected by the
Company. Wherever possible, the Company has identified these "forward-looking"
statements (as defined in Section 21E of the Securities and Exchange Act of
1934) by words such as "anticipates," "believes," "estimates," "expects,"
"suggests" and similar phrases. Reference is made to the "Cautionary
Statements" section of the Company's 1997 Annual Report on Form 10-K (and to
the same section of the Company's 1998 Annual Report on Form 10-K, to be filed
next week) for a fuller description of these risks.
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