-----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, TdkyS6PrKf50WpPlkzNeI6jjtZF1a66nnBiIdCtupyGerNR3m2oRzcFY1Fn59sqC 9Ll0As6uqunfd0S/1CId7Q== 0001019056-03-000023.txt : 20030117 0001019056-03-000023.hdr.sgml : 20030117 20030117163612 ACCESSION NUMBER: 0001019056-03-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030115 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20030117 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: 1934 Act SEC FILE NUMBER: 000-25056 FILM NUMBER: 03518148 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 maxcor_8k.txt FORM 8-K 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 15, 2003 -------------------------------------------------- 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 (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation) One New York Plaza, 16th Floor New York, New York ------------------------------------------ (Address of Principal Executive Offices) 10292 -------- (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 8 Pages ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) EXHIBITS. 99.1 Press Release, dated January 15, 2003. 99.2 Press Release, dated January 16, 2003. ITEM 9. REGULATION FD DISCLOSURE On January 15, 2003, the Registrant issued a press release warning of a significant first quarter 2003 loss from the settlement processes expected to be applied to certain when-issued trades executed by its broker-dealer subsidiary, Maxcor Financial Inc. (the "Broker-Dealer Subsidiary"), in the common stock of NTL Inc. On January 16, 2003, the Broker-Dealer Subsidiary issued a press release announcing that it had successfully sought and obtained preliminary relief from The United States Bankruptcy Court for the Southern District of New York, pending a full hearing on notice of the merits of granting permanent relief, with respect to the settlement of all of the when-issued trading contracts discussed in the January 15th press release. The January 15, 2003 press release of the Registrant and the January 16, 2003 press release of the Broker-Dealer Subsidiary are furnished herewith and attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. The furnishing of these press releases as exhibits to this Report is not to be deemed an admission that the releases contain material information that has not already been publicly disclosed in the manner contemplated by Regulation FD Rule 101(e)(2). Page 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/ ROGER E. SCHWED ----------------------------------------- Name: Roger E. Schwed Title: Executive Vice President and General Counsel Date: January 17, 2003 Page 3 of 8 Pages EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ----------- -------- 99.1 Press Release, dated January 15, 2003 5 99.2 Press Release, dated January 16, 2003 7 Page 4 of 8 Pages EX-99.1 3 ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 ------------ ---------------------- [GRAPHIC LOGO OMITTED] MAXCOR FOR IMMEDIATE RELEASE ---------------------- - --------------------- MAXCOR FINANCIAL GROUP INC. WARNS OF SIGNIFICANT ------------------------------------------------ FIRST QUARTER 2003 LOSS FROM SETTLEMENTS OF ------------------------------------------- NTL INC. WHEN-ISSUED TRADES --------------------------- (New York, New York - January 15, 2003) - Maxcor Financial Group Inc. (Nasdaq: MAXF) warned today that it expects to incur a significant first quarter 2003 loss from the settlement processes expected to be applied to when-issued trades executed by its broker-dealer subsidiary in the common stock of NTL Inc. An operations committee of the NASD Board of Governors charged with interpreting NASD's Uniform Practice Code announced yesterday afternoon that it will not cancel any when-issued trading contracts effected in NTL's common equity, which had been trading since September 2002 on a when, as and if issued basis under the symbol NTIWV. The settlement of transactions in that market was thrown into chaos this past Friday, January 10th, when NTL filed a Second Amended Joint Reorganization Plan implementing a three-fourths reduction in the number of common shares to be issued upon its emergence from bankruptcy that same day. Market participants in the when-issued trading market expected Nasdaq to clarify that all trades effected prior to the amended NTL filing should be adjusted to reflect what NTL said, in its own motion papers approved by the Bankruptcy Court, would be a Plan modification that "should have the same effect as an ordinary reverse stock split." Nasdaq, however, declined to adopt this logic, expressing its view that although the shares being issued by NTL under its Amended Plan had been reduced from 200 million to 50 million, the securities "are to be considered the same securities as contemplated under the original Plan." The decision, in effect, says one share and a 1/4 of a share are equivalent. NTL, in a separate statement, said it "disagrees with the decision." Maxcor's broker-dealer subsidiary, a holder of NTL bonds that were exchanged for equity under NTL's Plan, was a net seller in the when-issued market in order to manage the risks associated with holding the bonds. The subsidiary is now faced with the prospect of having sold stock in the when-issued market at one-fourth of the post-split adjusted value and still having to settle the same number of shares. Until all the trades settle, Maxcor will not be able to fully assess and quantify the total losses its subsidiary faces, but, based on Tuesday's closing market values for NTL's common stock, it currently estimates the losses would approximate $4 million on an after-tax basis. Maxcor is assessing its various remedies, which may include unjust enrichment or comparable proceedings against counterparties who fail to adjust their trades and/or seeking to overturn or modify the Nasdaq decision. Page 5 of 8 Pages Maxcor noted that first quarter losses associated with the NTL trades may be offset in whole or in part by an expected one-time gain, as previously announced, that Maxcor will record upon final settlement or resolution of its property insurance claims against Kemper Insurance relating to the September 11 terrorist attacks that destroyed its corporate headquarters in the World Trade Center, although the precise timing of that gain is not certain. Also as previously announced, Maxcor will record a one time 4Q 2002 after-tax gain of approximately $5 million, reflecting the settlement of the business interruption insurance claims of it and its affiliates against Kemper stemming from the September 11th attacks. Maxcor Financial Group Inc. (www.maxf.com), through its various Euro Brokers businesses, is a leading domestic and international inter-dealer brokerage firm specializing in interest rate and other derivatives, emerging market debt products, cash deposits and other money market instruments, U.S. Treasury and federal agency bonds and repurchase agreements, and other fixed income securities. Maxcor Financial Inc., the Company's U.S. registered broker-dealer subsidiary, also conducts institutional sales and trading operations in municipal bonds, high-yield and distressed debt, and equities. The Company employs approximately 500 persons worldwide and maintains principal offices in New York, London and Tokyo. FOR FURTHER INFORMATION, PLEASE CONTACT: Roger Schwed (Maxcor - New York) 212-748-7000 (office) - ------------------------------------------------------------------------------ This release contains certain "forward-looking" statements made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Wherever possible, we have identified these forward-looking statements by words such as "believes," "anticipates," "expects," "intends" and similar phrases. Such forward-looking statements, which describe our current beliefs concerning future business conditions and the outlook for the Company, are subject to significant uncertainties, many of which are beyond our control. Actual results or performance could differ materially from what we expect. Uncertainties include factors such as: market and economic conditions, including the level of trading volumes in the instruments we broker and interest rate volatilities; the scope of the New York financial community's recovery, in general, from the World Trade Center terrorist attacks; the effects of any additional terrorist acts or acts of war and governments' military and other responses to them; the scope of our recoveries from insurers; the success of possible remedies discussed in this release; the success of our technology development and deployment; the status of our relationships with employees, clients, business partners, vendors and clearing firms; possible third-party litigations or regulatory actions against us or other unanticipated contingencies; the scope of our trading gains and losses; the actions of our competitors; and government regulatory changes. Reference is made to the "Cautionary Statements" section of our 2001 Annual Report on Form 10-K and to our subsequent filings with the Securities and Exchange Commission for a fuller description of these and additional uncertainties. The forward-looking statements made herein are only made as of the date of this press release, and we do not undertake any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. - ------------------------------------------------------------------------------ Page 6 of 8 Pages EX-99.2 4 ex99_2.txt EXHIBIT 99.2 Exhibit 99.2 ------------ ---------------------- [GRAPHIC LOGO OMITTED] MAXCOR FOR IMMEDIATE RELEASE ---------------------- - --------------------- MAXCOR FINANCIAL INC. OBTAINS PRELIMINARY RELIEF ------------------------------------------------ FROM BANKRUPTCY COURT FOR ADJUSTMENT OF SETTLEMENTS OF NTL INC. WHEN-ISSUED --------------------------------------------------------------------------- TRADES (New York, New York - January 16, 2003) - Maxcor Financial Inc., the U.S. broker-dealer subsidiary of Maxcor Financial Group Inc. (Nasdaq: MAXF), announced today that it has successfully sought and obtained preliminary relief from The United States Bankruptcy Court for the Southern District of New York with respect to the settlement of all when-issued trading contracts effected in the common stock of NTL Inc. prior to NTL's emergence from bankruptcy last Friday. The emergency order of the Court, signed and released this morning, provides that, pending a full hearing on notice of the merits of granting permanent relief, Maxcor and other sellers of NTL common stock in the when-issued market may settle their transactions on an adjusted basis that fully reflects the three-fourths reduction in capitalization that NTL effected and announced upon its emergence from bankruptcy. In other words, the order confirms that a seller who sold shares in the when-issued market may now settle those trades as though they were modified by NTL's one-for-four reverse stock split. Importantly, the Court's order requires buyers in such transactions to settle on the modified basis, although their rights to object thereto afterwards are preserved. For when-issued transactions that are already locked-in for settlement today, on an unadjusted basis, at the National Securities Clearing Corporation, the order confirms that those trades should settle as compared, and in full accordance with the NSCC's rules. However, Maxcor understands that the order then requires broker-dealer counterparties to enter additional transactions that will offset the already settled transactions as necessary to effectuate a net result that reflects the one-for-four reverse stock split. Mario Monello, President of Maxcor Financial Inc., said "We are pleased that the Bankruptcy Court clearly recognized the unintentional inequities in the when-issued marketplace caused by the NTL one-for-four reverse stock split. We are hopeful that market participants will adhere to the spirit, as well as the letter of, Judge Gropper's new order and stop trying to collect on a windfall that no one ever intended." The hearing in Bankruptcy Court, for a permanent modification of the settlement terms of the when-issued trades, is scheduled for the morning of January 28th. Because the relief ordered yesterday is preliminary in nature and preserves all parties' rights, Maxcor Financial Group Inc. said it could not quantify the financial effect thereof on its 1Q 2003 results. However, the Company anticipates that if the relief granted is made permanent or comparable relief is granted after the hearing, then its previously-announced estimated 1Q 2003 loss associated with the trade settlements would be significantly reduced. Pag 7 of 8 Pages Maxcor Financial Group Inc. (www.maxf.com), through its various Euro Brokers businesses, is a leading domestic and international inter-dealer brokerage firm specializing in interest rate and other derivatives, emerging market debt products, cash deposits and other money market instruments, U.S. Treasury and federal agency bonds and repurchase agreements, and other fixed income securities. Maxcor Financial Inc., the Company's U.S. registered broker-dealer subsidiary, also conducts institutional sales and trading operations in municipal bonds, high-yield and distressed debt, and equities. The Company employs approximately 500 persons worldwide and maintains principal offices in New York, London and Tokyo. FOR FURTHER INFORMATION, PLEASE CONTACT: Roger Schwed (Maxcor - New York) 212-748-7000 (office) - ------------------------------------------------------------------------------ This release contains certain "forward-looking" statements made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Wherever possible, we have identified these forward-looking statements by words such as "believes," "anticipates," "expects," "intends" and similar phrases. Such forward-looking statements, which describe our current beliefs concerning future business conditions and the outlook for the Company, are subject to significant uncertainties, many of which are beyond our control. Actual results or performance could differ materially from what we expect. Uncertainties include factors such as: market and economic conditions, including the level of trading volumes in the instruments we broker and interest rate volatilities; the scope of the New York financial community's recovery, in general, from the World Trade Center terrorist attacks; the effects of any additional terrorist acts or acts of war and governments' military and other responses to them; the scope of our recoveries from insurers; the success of possible remedies discussed in this release; the success of our technology development and deployment; the status of our relationships with employees, clients, business partners, vendors and clearing firms; possible third-party litigations or regulatory actions against us or other unanticipated contingencies; the scope of our trading gains and losses; the actions of our competitors; and government regulatory changes. Reference is made to the "Cautionary Statements" section of our 2001 Annual Report on Form 10-K and to our subsequent filings with the Securities and Exchange Commission for a fuller description of these and additional uncertainties. The forward-looking statements made herein are only made as of the date of this press release, and we do not undertake any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. - ------------------------------------------------------------------------------ Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----