-----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, UnUnu2pY4zaO7AyGE/3L/ut0uIdfV2Ao/f4V10YtIJSg+MAfHCwDC8l3lapyYGJI wG+XqvfeOc5hEaWEKCg1Vw== 0000889812-97-002608.txt : 19971210 0000889812-97-002608.hdr.sgml : 19971210 ACCESSION NUMBER: 0000889812-97-002608 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971209 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAXCOR FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000931707 STANDARD INDUSTRIAL CLASSIFICATION: LOAN BROKERS [6163] IRS NUMBER: 593262958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46439 FILM NUMBER: 97735003 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSTONE ALISTAIR H CENTRAL INDEX KEY: 0001021537 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O EURO BROKERS INVESTMENT CORP STREET 2: TWO WORLD TRADE CENTER SUITE 8400 CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2127487100 MAIL ADDRESS: STREET 1: C/O EUJRO BROKERS INVESTMENT CORP STREET 2: TWO WORLD TRADE CENTER SUTE 8400 CITY: NEW YORK STATE: NY ZIP: 10048 SC 13D/A 1 AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Maxcor Financial Group Inc. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 31769Q - 10 - 8 (CUSIP Number) Alistair H. Johnstone c/o Euro Brokers Investment Corporation Two World Trade Center, 84th Floor New York, NY 10048 with a copy to: General Counsel Maxcor Financial Group Inc. Two World Trade Center, 84th Floor New York, New York 10048 (212) 748-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 17, 1997 (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 |_|. Check the following box if a fee is being paid with the statement |_|. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13D-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 ("Act") 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 SCHEDULE 13D CUSIP No. 31769Q-10-8 Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alistair H. Johnstone - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 413,628 ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 413,628 ------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,628 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 5 Alistair H. Johnstone (the "Reporting Person") hereby amends his Statement on Schedule 13D, dated August 23, 1996, relating to the Common Stock, $.001 par value, of Maxcor Financial Group Inc. (previously known as Financial Services Acquisition Corporation), a Delaware corporation, as follows: Item 1. Securities and Issuer --------------------- The text of Item 1 is hereby deleted and replaced in its entirety by the following: This statement relates to the Common Stock, par value $.001 per share (the "Common Stock"), of Maxcor Financial Group Inc., a Delaware corporation (the "Issuer"), formerly known as Financial Services Acquisition Corporation. The Issuer's principal executive offices are located at Two World Trade Center, 84th Floor, New York, NY 10048. Item 2. Identity and Background ----------------------- In paragraph (c) of Item 2, the words "Euro Brokers Inc." are hereby substituted for the words "Euro Brokers Investment Corporation." Item 3. Source and Amount of Funds or Other Consideration -------------------------- The following paragraph is hereby added to the end of Item 3: On October 16, 1997, the Issuer commenced an exchange offer (the "Exchange Offer") pursuant to which it offered to exchange 0.1667 of a share of its Common Stock for each and every of its outstanding Warrants. The Issuer consummated the Exchange Offer on November 17, 1997 and accepted for exchange pursuant thereto approximately 95.1% of its outstanding Warrants. Pursuant to the Exchange Offer, the Reporting Person tendered all 542,704 Warrants previously beneficially owned by him and received in exchange therefor an aggregate of 90,468 shares of Common Stock (plus approximately $2.54 in cash). 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 413,628 shares of Common Stock. In the Final Amendment to its Schedule 13E-4, dated December 2, 1996, relating to the Exchange Offer, the Issuer reported that, after giving effect to the issuance of shares of Common Stock pursuant to the Exchange Offer, a total of 11,330,631 shares of Common Stock were outstanding. Based on such information, the Common Stock currently beneficially owned by the Reporting Person represents approximately 3.7% of the Common Stock outstanding following the Exchange Offer. A new paragraph (e) is hereby added to Item 5 as follows: (e) As of November 17, 1997 (the date on which the Exchange Offer was consummated), the Reporting Person ceased to be the beneficial owner of more than 5% of the Common Stock. Item 6. Contracts, Understandings or Relationships with Respect to Securities of the Issuer ------------------------------------------ Page 3 of 5 The following sentence is hereby added to the end of the 1st paragraph (commencing with "In accordance with the terms of the Merger Agreement...") under Item 6: The escrow period expired on August 16, 1997, without any claim being made for the shares of Common Stock placed in escrow, and, accordingly, all such shares were released without the making of any adjustments. The following sentence is hereby added to the end of the 3rd paragraph (commencing with "According to the terms of the Merger Agreement...") under Item 6: As a result of the consummation of the Exchange Offer, the Security Transfer Agreement is no longer applicable to any securities beneficially owned by the Reporting Person. Page 4 of 5 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, 1997 /s/ Alistair H. Johnstone ------------------------------------ Alistair H. Johnstone Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----