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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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January 11, 2000
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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
(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
Page 1 of 7 Pages
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Item 5. Other Events
On January 11, 2000, Registrant issued a press release announcing that
it had expanded its Board of Directors from seven to nine directors in order to
accommodate the appointment of two new directors, Mr. Oscar M. Lewisohn and Mr.
Robin A. Clark. Mr. Lewisohn was appointed as one of Registrant's Class II
directors, whose terms expire at Registrant's annual meeting in 2001. Mr.
Clark was appointed as one of its Class I directors, whose terms expire at
Registrant's next annual meeting. Registrant's Board of Directors is divided
into three classes of equal size, each serving staggered three-year terms.
On January 24, 2000, Registrant issued a press release announcing that
its Euro Brokers Tokyo-based joint venture, "Yagi Euro," had successfully
completed the combination of its Tokyo-based derivatives and local money market
and forward foreign exchange brokerage operations with those of Nittan Exco
Ltd., pursuant to a previously executed and announced agreement in principle.
Pursuant to the terms of the definitive documentation among the parties, Euro
Brokers, which previously had an equal 50% interest in the derivatives joint
venture with Yagi Euro Corporation, along with a 15% equity interest in Yagi
Euro itself, is retaining a 40% interest in the expanded derivatives joint
venture, with Yagi Euro (now renamed Yagi Euro Nittan Corporation) retaining a
30% interest and Nittan acquiring the remaining 30%. Yagi Euro and Nittan are
equal 50% partners in the combined local money market and forward foreign
exchange operations, with Euro Brokers' participation continuing indirectly
through its 15% equity interest in Yagi Euro.
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 January 11, 2000.
99.2 Press Release, dated January 24, 2000
Page 2 of 7 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: January 26, 2000
Page 3 of 7 Pages
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
99.1 Press Release, dated January 11, 2000 5
99.2 Press Release, dated January 24, 2000 6
Page 4 of 7 Pages
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Exhibit 99.1
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Maxcor Financial
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FOR IMMEDIATE RELEASE
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MAXCOR FINANCIAL GROUP NAMES OSCAR M. LEWISOHN, ROBIN A. CLARK AS DIRECTORS
Board of Directors is expanded from seven to nine members
NEW YORK, January 11 - Maxcor Financial Group Inc. (Nasdaq: MAXF) today
announced that Oscar M. Lewisohn and Robin A. Clark have been named to its Board
of Directors, which was expanded from seven to nine directors to accommodate the
new appointments.
Mr. Lewisohn, 61, is currently Chairman of Soditic Limited, the London
subsidiary of the Soditic Group, a European investment banking group with other
offices in Geneva, Milan and Jersey, Channel Islands. He is also an advisor to
Mercury Asset Management, London. In Switzerland, Mr. Lewisohn is a director of
the HSBC Republic Bank (Suisse) S.A., Geneva.
Mr. Lewisohn was formerly a Deputy Chairman of S.G. Warburg & Co. Ltd.
in London from 1987 to 1994, and a director of the S.G. Warburg Group plc from
1985 to 1995.
Mr. Lewisohn is a Life Governor of the Imperial Cancer Research Fund,
London, and a member of the President's Committee of the Memorial Sloan
Kettering Cancer Center, New York.
Mr. Clark, 30, is Chief Executive Officer of Euro Brokers Holdings
Limited, Maxcor's holding corporation for its London operations, Joint Managing
Director of its Euro Brokers Finacor joint venture and a director of its Euro
Brokers Switzerland operations. Mr. Clark joined Maxcor in 1994 to establish its
yen derivatives business in London, and assumed management responsibility for
its London operations in November 1996. Prior to joining Maxcor, Mr. Clark was
Divisional Director at M.W. Marshalls & Co.
Maxcor Financial Group Inc., through its various Euro Brokers entities,
is a leading domestic and international inter-dealer brokerage firm specializing
in interest rate and currency derivatives, emerging market products, cash
deposits and other money market instruments, various fixed income securities
(including repurchase agreements) and certain energy products. The Company
employs approximately 600 persons and maintains principal offices in New York,
Stamford, London, Tokyo, Geneva, Toronto and Mexico City.
# #
Contact: Maxcor Financial Group Inc., New York
Investor Relations: Roger Schwed, (212) 748-7000
Page 5 of 7 Pages
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Exhibit 99.2
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Maxcor Financial
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FOR IMMEDIATE RELEASE
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EURO BROKERS AND NITTAN ANNOUNCE COMPLETION
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OF THE COMBINATION OF THEIR RESPECTIVE TOKYO-BASED DERIVATIVES
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AND MONEY MARKETS OPERATIONS
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Maxcor Financial anticipates recording one-time, after-tax, net gain of
approximately $1.2 million in connection with the combination.
Combined operations are also now linking with Euro Brokers' New York and London
offices and Nittan's Hong Kong and Singapore branches
NEW YORK, January 24, 2000 - Maxcor Financial Group Inc. (Nasdaq: MAXF)
today announced that its Euro Brokers Tokyo-based joint venture, "Yagi Euro,"
has successfully completed the combination of its Tokyo-based derivatives and
local money market and forward foreign exchange brokerage operations with those
of Nittan Exco Ltd. The agreement in principle with respect to the combination
was previously announced on October 20, 1999.
The combined derivatives operations merge the respective off-balance
sheet brokerage operations of Yagi Euro and Nittan, which specialize in
multi-currency interest rate swaps, forward rate agreements and interest rate
options and service a customer base located throughout Japan and other portions
of Asia. The derivatives business is operating under the name "Yagi Euro Nittan"
out of the joint venture's existing offices in Kamiyacho. The combined money
market operations merge the respective local money market and forward foreign
exchange brokerage operations of Yagi Euro and Nittan and are based in Nittan's
offices, operating under the name "Nittan Yagi Euro."
As originally contemplated, the combined operations have also
established links with the parties' respective international networks outside of
Japan - New York and London in the case of Euro Brokers, and Hong Kong and
Singapore in the case of Nittan.
Pursuant to the terms of the definitive documentation among the
parties, Euro Brokers, which previously had an equal 50% interest in the
derivatives joint venture with Yagi Euro Corporation, along with a 15% equity
interest in Yagi Euro itself, is retaining a 40% interest in the expanded
derivatives joint venture, with Yagi Euro (now renamed Yagi Euro Nittan
Corporation) retaining a 30% interest and Nittan acquiring the remaining 30%.
Yagi Euro and Nittan are equal 50% partners in the combined local money market
and forward foreign exchange operations, with Euro Brokers' participation, as
was the case previously, through its 15% equity interest in Yagi Euro.
The closing is being accounted for as if it had been effective on
January 1, 2000. As a result of the sales proceeds received by Euro Brokers from
Nittan for a 10% interest in the derivatives joint venture, Maxcor anticipates
recording a first quarter net gain in connection with the combination, after
related professional fees and income taxes, of approximately $1.5 million.
Page 6 of 7 Pages
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This gain is being partially offset by a net charge of approximately $300,000,
recorded in the fourth quarter of 1999, reflecting the combined effect of Euro
Brokers' share of severance costs incurred in connection with the combination
and certain income tax benefits realized in anticipation of the closing.
Maxcor Financial Group Inc., through its various Euro Brokers entities,
is a leading domestic and international inter-dealer brokerage firm specializing
in interest rate and currency derivatives, emerging market products, cash
deposits and other money market instruments, energy products and various fixed
income securities (including repurchase agreements). The Company employs
approximately 600 persons and maintains principal offices in New York, Stamford,
London, Tokyo, Geneva, Toronto and Mexico City.
# #
Contact: Maxcor Financial Group Inc., New York
Investor Relations: Roger Schwed, (212) 748-7000
Page 7 of 7 Pages
