UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. )/1/
MFN FINANCIAL CORPORATION
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class Securities)
552-72N-104
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(CUSIP Number)
March 23, 1999*
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
schedule is filed:
[ X ] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
/1/ 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 the disclosures provided in a prior cover page.
The information required in 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 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>
CUSIP No: 552-72N-104 13G
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Merrill Lynch, Pierce, Fenner & Smith Incorporated
IRS No. 13-5674085
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF 5 SOLE VOTING POWER
SHARES 1,240,204*
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,240,204*
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PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
- --------------------- -------- ------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,240,204*
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.4%*
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12 TYPE OF REPORTING PERSON
BD
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<PAGE>
Item 1(a). Name of Issuer:
MFN Financial Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
100 Field Drive
Suite 340
Lake Forest, IL 60045
Item 2(a). Name of Person Filing:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Item 2(b). Address of Principal Business Office or, if none, Residence:
World Financial Center
North Tower
250 Vesey Street
New York, New York 10281
Item 2(c). Citizenship:
State of Delaware
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2(e). CUSIP Number:
552-72N-104
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) |X|Broker or Dealer registered under Section 15 of the Exchange Act.
(b) |_|Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) |_|Insurance Company as defined in Section 3(a)(19) of the Exchange
Act.
(d) |_|Investment Company registered under Section 8 of the Investment
Company Act.
(e) |_|An Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) |_|An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
(g) |_|A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) |_|A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) |_|A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act.
(j) |_|Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
<PAGE>
Item 4. Ownership.
(a) Amount Beneficially Owned:
1,240,204*
(b) Percent of Class:
12.4%*
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,240,204*
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition
of 1,240,204*
(iv) shared power to dispose or to direct the disposition
of -0-
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
<PAGE>
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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.
April 21, 1999
Merrill Lynch, Pierce, Fenner & Smith Incorporated
/s/ Andrea Lowenthal
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Name: Andrea Lowenthal**
Title: Attorney-in-Fact
** Signed pursuant to a power of attorney, dated November 17, 1995,
included as Exhibit A to the Schedule 13G filed by Merrill Lynch, Pierce, Fenner
& Smith Incorporated on February 12, 1999 with respect to International Paper
Co. and incorporated herein by reference.
* The Common Stock is to be acquired by Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("MLPF&S"), pursuant to an order of the United States
Bankruptcy Court for the Northern District of Illinois Eastern Division, dated
March 10, 1999, confirming the Second Amended Plan of Reorganization of Mercury
Finance Company ("Mercury") under Chapter 11 of the Bankruptcy Code (the "Plan")
in satisfaction of certain claims against Mercury. The Common Stock was
registered under Section 12 of the Exchange Act pursuant to a Form 8-A filed
with the Commission on March 22, 1999 and the Effective Date of the Plan was
March 23, 1999. Although MLPF&S expects to receive approximately 1,240,204
shares of the Common Stock in connection with the confirmation of the Plan, the
shares of Common Stock have not yet been issued to MLPF&S and the actual number
of shares ultimately received by MLPF&S may differ from the number reflected
herein. Although MLPF&S has not yet received the shares of Common Stock to be
issued in connection with the confirmation of the Plan, MLPF&S is filing this
Schedule 13G because MLPF&S may nevertheless be deemed to be the beneficial
owner of the 1,240,204 shares of Common Stock currently estimated to be received
by MLPF&S.
