-----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, Lkvrk5aHeBo/myrazME8k3j+kx5ahDOsVZF6iCkDlZKM9fm7f82qr8x9DcR8PLWP 3PEPfXJiDAqpk1XlqktKgQ== 0000904454-98-000079.txt : 19980302 0000904454-98-000079.hdr.sgml : 19980302 ACCESSION NUMBER: 0000904454-98-000079 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980227 SROS: NONE 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 SEC ACT: SEC FILE NUMBER: 005-46439 FILM NUMBER: 98551951 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: WELSH CARSON ANDERSON & STOWE VI LP CENTRAL INDEX KEY: 0001006742 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 32O PARK AVENUE STREET 2: SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 CUSIP NO. 31769Q-10-8 Page 1 of 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Maxcor Financial Group Inc. ___________________________________________________________________________ (Name of Issuer) Common Stock, $.001 par value ___________________________________________________________________________ (Title of Class of Securities) 31769Q-10-8 ___________________________________________________________________________ (CUSIP Number) Welsh, Carson, Anderson William H. Hewitt, Esq. & Stowe Reboul, MacMurray, Hewitt, 320 Park Avenue, Suite 2500 Maynard & Kristol New York, New York 10022 45 Rockefeller Plaza Attention: Laura VanBuren New York, New York 10111 Tel. (212) 945-2000 Tel. (212) 841-5700 ___________________________________________________________________________ (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 [ ]. CUSIP NO. 31769Q-10-8 Page 2 of 7 1) Name of Reporting Person Welsh, Carson, Ander- S.S. or I.R.S. Identification son & Stowe VI, L.P. No. of Above Person _________________________________________________________________ 2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] _________________________________________________________________ 3) SEC Use Only _________________________________________________________________ 4) Source of Funds OO _________________________________________________________________ 5) Check if Disclosure of Legal Proceedings Is Not Applicable Required Pursuant to Items 2(d) or 2(e) _________________________________________________________________ 6) Citizenship or Place of Organization Delaware Number of 7) Sole Voting 2,936,098 shares of Shares Beneficially Power Common Stock, $.001 Owned by Each par value ("Common Reporting Person Stock") ________________________________________ 8) Shared Voting Power -0- ________________________________________ 9) Sole Disposi- 2,936,098 shares of tive Power Common Stock ________________________________________ 10) Shared Dis- positive Power -0- ________________________________________ 11) Aggregate Amount Beneficially 2,936,098 shares of Owned by Each Reporting Person Common Stock ________________________________________________________________ 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares _________________________________________________________________ 13) Percent of Class Represented by 25.9% Amount in Row (11) _________________________________________________________________ 14) Type of Reporting Person PN CUSIP NO. 31769Q-10-8 Page 3 of 7 1) Name of Reporting Person WCAS Information S.S. I.R.S. Identification Partners, L.P. No. of Above Person _________________________________________________________________ 2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] _________________________________________________________________ 3) SEC Use Only _________________________________________________________________ 4) Source of Funds OO _________________________________________________________________ 5) Check if Disclosure of Legal Proceedings Is Not Applicable Required Pursuant to Items 2(d) or 2(e) _________________________________________________________________ 6) Citizenship or Place of Organization Delaware _________________________________________________________________ Number of 7) Sole Voting 50,248 shares of Shares Beneficially Power Common Stock Owned by Each Reporting Person: ________________________________________ 8) Shared Voting Power -0- ________________________________________ 9) Sole Disposi- 50,248 shares of tive Power Common Stock ________________________________________ 10) Shared Dis- positive Power -0- ________________________________________ 11) Aggregate Amount Beneficially 50,248 shares of Owned by Each Reporting Person Common Stock _________________________________________________________________ 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares _________________________________________________________________ 13) Percent of Class Represented by 0.4% Amount in Row (11) _________________________________________________________________ 14) Type of Reporting Person PN CUSIP NO. 31769Q-10-8 Page 4 of 7 Amendment No. 1 to Schedule 13D _______________________________ Reference is hereby made to the statement on Schedule 13D originally filed with the Securities and Exchange Commission on August 23, 1996 (the "Schedule 13D"). Terms defined in the Schedule 13D are used herein as so defined. The Schedule 13D is hereby amended as follows: Item 1. Security and Issuer. ___________________ Item 1 is hereby amended and restated to read in its entirety as follows: This statement relates to the Common Stock, $.001 par value (the "Common Stock"), of Maxcor Financial Group Inc. (previously known as Financial Services Acquisition Corporation), a Delaware corporation ("Maxcor" or the "Issuer"). The principal executive offices of the Issuer are located at Two World Trade Center, 84th Floor, New York, New York 10048. Item 3. Source and Amount of Funds and Other Consideration. __________________________________________________ Item 3 is hereby amended by adding the following to the end thereof: 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 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 Persons tendered all 3,918,254 Warrants beneficially owned by them and received in exchange therefor an aggregate 653,172 shares of Common Stock. Cash was paid in lieu of the issuance of fractional shares. Item 5. Interest in Securities of the Issuer. ____________________________________ Item 5 is hereby amended and restated to read in its entirety as follows: The following information is based on a total of 11,330,631 shares of Common Stock outstanding after the completion of the Exchange Offer, as reported in the Issuer's Final Amendment to its Schedule 13E-4 dated December 2, 1997. CUSIP NO. 31769Q-10-8 Page 5 of 7 (a) WCAS VI and VI Partners _______________________ WCAS VI owns 2,936,098 shares of Common Stock, or approximately 25.9% of the Common Stock outstanding. VI Partners, as the general partner of WCAS VI, may be deemed to beneficially own the securities owned by WCAS VI. WCAS IP and INFO Partners _________________________ WCAS IP owns 50,248 shares of Common Stock, or approximately 0.4% of the Common Stock outstanding. INFO Partners, as the general partner of WCAS IP, may be deemed to beneficially own the securities owned by WCAS IP. General Partners of VI Partners and INFO Partners _________________________________________________ (i) Patrick J. Welsh owns 29,647 shares of Common Stock, or approximately 0.3% of the Common Stock outstanding. (ii) Russell L. Carson owns 29,647 shares of Common Stock, or approximately 0.3% of the Common Stock outstanding. (iii) Bruce K. Anderson owns 29,647 shares of Common Stock, or approximately 0.3% of the Common Stock outstanding. (iv) Richard H. Stowe owns an aggregate 15,698 shares of Common Stock (including shares held by DE Charter Trust Co., as Trustee FBO the IRA/Rollover of Richard H. Stowe), or approximately 0.1% of the Common Stock outstanding. (v) Andrew M. Paul owns 7,535 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (vi) Thomas E. McInerney owns 10,047 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (vii) Laura VanBuren owns 1,255 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (viii) James B. Hoover owns an aggregate 9,418 shares of Common Stock (including shares held by DE Charter Trust Co., as Trustee FBO the IRA/Rollover of James B. Hoover), or less than 0.1% of the Common Stock outstanding. CUSIP NO. 31769Q-10-8 Page 6 of 7 (ix) Robert A. Minicucci owns 10,047 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (x) Anthony J. deNicola owns 2,511 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (b) The general partners of each of VI Partners and INFO Partners may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of the shares owned by WCAS VI and WCAS IP, respectively. Each of the general partners of VI Partners and INFO Partners disclaims beneficial ownership of all shares other than the shares he or she owns directly or by virtue of his or her indirect pro rata interest, as a partner of VI Partners and/or INFO Partners, as the case may be, in the shares owned by WCAS VI and/or WCAS IP. (c) Except as described in this statement, none of the entities or persons named in Item 2 has effected any transaction in the Issuer's securities in the past 60 days. (d) Except as described in this statement, no person has the power to direct the receipt of dividends on or the proceeds of sales of the securities of the Issuer owned by WCAS VI or WCAS IP. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. __________________________________________ Item 6 is hereby amended by adding the following sentence to the end of the first paragraph thereof: 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. Item 6 is hereby further amended by adding the following sentence to the end of the third paragraph thereof: 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 Persons. CUSIP NO. 31769Q-10-8 Page 7 of 7 Signature _________ After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. WELSH, CARSON, ANDERSON & STOWE VI, L.P. By: WCAS VI Partners, L.P., General Partner By: /s/ Laura VanBuren ________________________ General Partner WCAS INFORMATION PARTNERS, L.P. By: WCAS INFO Partners, General Partner By: /s/ Laura VanBuren ________________________ Attorney-in-Fact Date: February 23, 1998 -----END PRIVACY-ENHANCED MESSAGE-----