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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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May 10, 1999
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Date of Report (Date of Earliest Event Reported)
MAXCOR FINANCIAL GROUP INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-25056 59-3262958
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
Two World Trade Center
New York, New York
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(Address of Principal Executive Offices)
10048
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(Zip Code)
(212) 748-7000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed
Since Last Report)
The Exhibit Index is on Page 4
1 of 8 Pages
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Item 5. Other Events
As previously announced on March 25, 1999, Registrant has
executed a Securities Purchase Agreement with two investment partnerships of the
venture capital group, Welsh, Carson, Anderson & Stowe. The Securities Purchase
Agreement provides for the repurchase by the Registrant, at a price of
$5,226,105.50, or $1.75 per share, of the 2,986,346 shares of Registrant's
Common Stock held by the two investment partnerships. Closing of the repurchase
is contingent upon Registrant obtaining financing for the transaction, in
addition to certain other customary conditions.
On May 11, 1999, in conjunction with announcing its first
quarter earnings, Registrant also announced that its Euro Brokers Inc.
subsidiary had received a commitment letter from GE Capital to provide a
revolving credit facility of up to $5.0 million. The facility is subject to the
negotiation and execution of definitive documentation, which is currently in
process, and is intended to be drawn upon, together with resources at hand, to
finance the repurchase. The commitment letter expires June 20, 1999.
On May 21, 1999, Registrant executed an amendment, dated as of
May 10, 1999 (the "Amendment"), to the Securities Purchase Agreement that will
extend, if necessary, the commitment of the partnerships to sell their shares to
the Registrant until June 20, 1999 (in order to be coterminous with the
financing commitment). However, Registrant expects to close both the financing
facility and the repurchase well in advance of June 20, 1999, and is currently
targeting the end of May 1999 for the two closings.
The summary of the Amendment above is qualified in its
entirety by the full text of the Amendment, which is attached hereto as Exhibit
2.1 and is incorporated herein by reference. Registrant's press release
announcing first quarter earnings and execution of the GE Capital commitment
letter is attached hereto as Exhibit 99.1 and is also incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits.
2.1 Amendment No. 1, dated May 10, 1999, to Securities Purchase
Agreement among Registrant, Welsh, Carson, Anderson & Stowe
VI, L.P. and WCAS Information Partners, L.P.
99.1 Press Release, dated May 11, 1999
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 D. Scharf
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Name: Gilbert D. Scharf
Title: Chairman of the Board, President
and Chief Executive Officer
Date: May 21, 1999
3 of 8 Pages
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EXHIBIT INDEX
Exhibit No. Description Page No.
2.1 mendment No. 1, dated May 10, 1999, to Securities 5
urchase Agreement, among Registrant, Welsh, Carson,
nderson & Stowe VI, L.P. and WCAS Information Partners,
L.P.
99.1 Press Release, dated May 11, 1999 6
4 of 8 Pages
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Exhibit 2.1
Amendment No. 1 to
SECURITIES PURCHASE AGREEMENT
Amendment No. 1, dated May 10, 1999 (this "Amendment"), to the
SECURITIES PURCHASE AGREEMENT dated as of March 24, 1999 (the "Agreement"),
between Maxcor Financial Group Inc., a Delaware corporation (the "Company"), and
Welsh, Carson, Anderson & Stowe VI, L.P., a Delaware limited partnership ("WCAS
VI"), and WCAS Information Partners, L.P., a Delaware limited partnership ("WCAS
Info" and, together with WCAS VI, the "Sellers").
For good and valuable consideration the receipt of which is
hereby acknowledged, the Company and the Sellers hereby mutually agree as
follows:
1. SECTION 1.03 of the Agreement is hereby amended to substitute the date
"May 28, 1999" therein for the date "May 7, 1999."
2. The text of subparagraph (b) of SECTION 6.01 of the Agreement is hereby
deleted in its entirety and replaced with the following text:
"By either the Company or the Sellers if the Closing has not occurred
on or before May 28, 1999 (the "End Date") (other than as a result of
a breach of this Agreement by the party seeking termination);
provided, however, that if (i) the Closing does not occur by the End
Date because the financing from GE Capital Business Credit described
in the latter's commitment letter to Euro Brokers dated May 5, 1999
cannot be completed by the End Date, but (ii) in the Company's good
faith judgment, it is reasonable to assume that based on the progress
made with respect thereto by May 28, 1999 such financing (or a
reasonable alternative thereto) can be completed and all other
conditions to the Closing can be satisfied on or before June 20, 1999
(and the Company shall have so certified in writing to the Sellers on
or before May 28, 1999), then the End Date shall be extended until
(and including) June 20, 1999; or"
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties hereto as of the day and year first above written.
WELSH, CARSON, ANDERSON & STOWE VI, L.P.
By WCAS VI Partners, L.P., General Partner
By: /s/ Andrew M. Paul
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General Partner
WCAS INFORMATION PARTNERS, L.P.
By WCAS INFO Partners, L.P., General Partner
By: /s/ Thomas E. McInerney
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General Partner
MAXCOR FINANCIAL GROUP INC.
By: /s/ Gilbert D. Scharf
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President
5 of 8 Pages
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Exhibit 99.2
Maxcor Financial
FOR IMMEDIATE RELEASE
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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 INC. ANNOUNCES IMPROVED 1999 FIRST
QUARTER EARNINGS - REVENUES ALSO INCREASE BY 13.5%
First quarter profit is approximately $1.6 million, or $.14 per share
(New York, New York - May 11, 1999) - Maxcor Financial Group Inc.
(Nasdaq: MAXF) today announced significantly improved net income of $1,573,800,
or approximately $.14 per common share, for its first quarter ended March 31,
1999. By contrast, for the comparable period in 1998, the Company incurred a net
loss of $804,290, or approximately $.07 per share.
Total revenues for the first quarter of 1999 increased by approximately
13.5% to $45,198,200, compared to $39,819,613 for the first quarter of 1998.
In commenting on the results, Gilbert Scharf, the Company's President
and Chief Executive Officer, said: "There are a number of strategic initiatives
and market considerations underlying this turnaround. First, the consummation of
our joint venture in London and Paris with Finacor has provided our European
operations with the critical mass necessary to compete profitably in the
post-euro environment. In addition, we have successfully expanded our core of
brokers in our global cash and derivatives businesses, which, combined with more
favorable market conditions, have led to improved market share and financial
results for these businesses. Finally, we have seen a continuing improvement in
our emerging market debt businesses, as our customers have begun to recover from
the turbulence of the Latin American and Russian debt crises."
Mr. Scharf added: "The first quarter results reflect our recent success
in leveraging our infrastructure on a world-wide basis. In doing so, our main
business focus continues to be on achieving revenue growth, but we have also
made significant progress in the cost control area and intend to maintain that
effort."
Separately, the Company also announced that GE Capital, which provides
lease and other financing to certain of the Company's subsidiaries, has provided
a commitment letter to the Company's Euro Brokers Inc. subsidiary for a
revolving credit facility of up to $5.0 million. The facility, which remains
subject to the negotiation and execution of definitive documentation, would be
drawn upon, together with cash and other resources at hand, to finance the
previously announced repurchase by the Company of the approximately 26% of its
outstanding shares of common stock owned by the venture capital firm of Welsh,
Carson, Anderson & Stowe. The
6 of 8 Pages
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repurchase, which is scheduled to occur at the end of May 1999, would reduce the
Company's outstanding shares of common stock to 8,337,436 (from 11,323,782).
Maxcor Financial Group Inc., through its various Euro Brokers entities,
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, energy products (including natural gas,
electricity, physical emissions and weather) and other fixed income securities
(including repurchase agreements). Maxcor Financial Inc. is the Company's U.S.
registered broker-dealer subsidiary which, in addition to the inter-dealer
brokerage activities of its Euro Brokers division, engages in investment banking
and related activities. Maxcor Financial Asset Management Inc. is the Company's
SEC registered investment adviser subsidiary, conducting securities lending and
other asset management businesses. The Company employs approximately 625 persons
and maintains principal offices in New York, Stamford, London, Tokyo, Geneva,
Toronto and Mexico City. The Company's common stock is traded on the Nasdaq
National Market under the symbol "MAXF".
7 of 8 Pages
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MAXCOR FINANCIAL GROUP INC.
Selected Financial Data
<TABLE>
<CAPTION>
For the Three For the Three
Months Ended Months Ended
March 31, March 31,
1999 1998
(unaudited) (unaudited)
<S> <C> <C>
Total revenue $ 45,198,200 $ 39,819,613
Net income (loss) $ 1,573,800 ($ 804,290)
Basic and diluted earnings per share $ 0.14 ($ 0.07)
Average shares outstanding 11,323,782 11,330,631
</TABLE>
