-----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, C4tKKjng9rtdJOaFVIFHxfSh0qBV8MbgS8o9LxAUUPIYwnX/N6KWVouqrhbUk0DL jATxJwe8NeZKPMP8KeQTKA== 0000889812-99-001630.txt : 19990524 0000889812-99-001630.hdr.sgml : 19990524 ACCESSION NUMBER: 0000889812-99-001630 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990510 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990521 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-25056 FILM NUMBER: 99632345 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 ---------------- May 10, 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 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 1 of 8 Pages 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 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 ----------------------------------- Name: Gilbert D. Scharf Title: Chairman of the Board, President and Chief Executive Officer Date: May 21, 1999 3 of 8 Pages 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 EX-2.1 2 SECURITIES PURCHASE AGREEMENT 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 ---------------------------------------- General Partner WCAS INFORMATION PARTNERS, L.P. By WCAS INFO Partners, L.P., General Partner By: /s/ Thomas E. McInerney ---------------------------------------- General Partner MAXCOR FINANCIAL GROUP INC. By: /s/ Gilbert D. Scharf ---------------------------------------- President 5 of 8 Pages EX-99.2 3 PRESS RELEASE Exhibit 99.2 Maxcor Financial 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 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 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 MAXCOR FINANCIAL GROUP INC. Selected Financial Data
For the Three For the Three Months Ended Months Ended March 31, March 31, 1999 1998 (unaudited) (unaudited) 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
-----END PRIVACY-ENHANCED MESSAGE-----