-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TvqZ/fdpzuyH2wm1u2ddrCLvItfODR8fgqENOqk13mVuNx18n63iqPj6IuPTC262 I/BG9KM/I9XYxSVCcYO2NA== 0000889812-00-000181.txt : 20000203 0000889812-00-000181.hdr.sgml : 20000203 ACCESSION NUMBER: 0000889812-00-000181 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000111 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXCOR FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000931707 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 593262958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25056 FILM NUMBER: 513686 BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CTR STREET 2: 84TH FL CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2127487000 MAIL ADDRESS: STREET 1: TWO WORLD TRADE CENTER STREET 2: 84TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10048 FORMER COMPANY: FORMER CONFORMED NAME: FINANCIAL SERVICES ACQUISITION CORP /DE/ DATE OF NAME CHANGE: 19941020 8-K 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- January 11, 2000 ------------------------------------------------- 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 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 7 Pages 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 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 ------------------------------------- Name: Gilbert Scharf Title: Chairman of the Board, President and Chief Executive Officer Date: January 26, 2000 Page 3 of 7 Pages 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 EX-99.1 2 PRESS RELEASE, DATED JANUARY 11, 2000 Exhibit 99.1 ------------ ------------------------- Maxcor Financial ------------------------- FOR IMMEDIATE RELEASE - --------------------- 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 EX-99.2 3 PRESS RELEASE, DATED JANUARY 24, 2000 Exhibit 99.2 ------------ ------------------------- Maxcor Financial ------------------------- FOR IMMEDIATE RELEASE - --------------------- EURO BROKERS AND NITTAN ANNOUNCE COMPLETION ------------------------------------------- OF THE COMBINATION OF THEIR RESPECTIVE TOKYO-BASED DERIVATIVES -------------------------------------------------------------- AND MONEY MARKETS OPERATIONS ---------------------------- 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 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 -----END PRIVACY-ENHANCED MESSAGE-----