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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)*
MFN FINANCIAL CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
US 552 72 N 1046
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(CUSIP Number)
March 29, 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)
*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 ("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).
(continued on following page(s))
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SCHEDULE 13G
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CUSIP NO. US 552 72 N 1046
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1. NAME OF REPORTING PERSON
Norwest Bank Minnesota, National Association
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
41-0451159
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [__]
(b) [__]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5. SOLE VOTING POWER 10,000,000 (see Item 6) .
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NUMBER OF
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0 .
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OWNED BY
EACH
REPORTING 7. SOLE DISPOSITIVE POWER 10,000,000 (see Item 6).
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PERSON
WITH
8. SHARED DISPOSITIVE POWER 0 .
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[__]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
100%
12. TYPE OF REPORTING PERSON*
BK
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Page 3 of 6 pages
DISCLAIMER: Information in this Schedule 13G is provided solely for the purpose
of complying with Sections 13(d) and 13(g) of the Act and regulations
promulgated thereunder, and is not to be construed as an admission that Norwest
Bank Minnesota, National Association is the beneficial owner of the securities
covered by this Schedule 13G for any purpose whatsoever.
ITEM 1(a). Name of Issuer
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This Schedule 13G (the "Schedule 13G") relates to shares of Common
Stock, $0.01 par value (the "Common Stock") of MFN FINANCIAL CORPORATION, a
Delaware corporation (the "Company").
ITEM 1(b). Address of Issuer's Principal Executive Offices
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The Company has its principal executive office at 100 Field Drive,
Lake Forest, Illinois 60045.
ITEM 2(a). Names of Persons Filing
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This Schedule 13G is being filed by Norwest Bank Minnesota,
National Association ("Norwest").
ITEM 2(b). Address of principal business office
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Norwest's principal business office is Norwest Center, Sixth and
Marquette Avenue, Minneapolis, Minnesota 55479-0069.
ITEM 2(c). Citizenship
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Norwest is a national banking association.
ITEM 2(d). Title of Class of Securities
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Common Stock
ITEM 2(e). CUSIP Number
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US 552 72 N 1046
ITEM 3. If this statement is filed pursuant to Rules 13d-1(b), or
13(d)- 2(b), check whether the person filing it is a:
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Page 4 of 6 pages
(a) [ ] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 780);
(b) [X] Bank as defined in section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c);
(d) [ ] An Investment company registered under section 8 of the
Investment Advisers Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An Investment adviser in accordance with
ss.240.13d- 1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan, or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person, in accordance with
ss. 240.13d-1(b)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c) (14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
ITEM 4. Ownership
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(a) Amount beneficially owned
10,000,000 shares (see Item 6).
(b) Percent of class 100% .
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(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 10,000,000
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(see Item 6).
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(ii) shared power to vote or to direct the vote 0 .
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(iii) sole power to dispose or to direct the disposition of
10,000,000 (see Item 6).
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(iv) shared power to dispose or to direct the disposition of 0 .
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ITEM 5. Ownership of Five Percent or Less of a Class
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Not applicable.
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ITEM 6. Ownership of More than Five Percent on Behalf of Another Person
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On March 29, 1999, Norwest and the Issuer entered into an Exchange
Agent Agreement pursuant to which Norwest as Exchange Agent shall make
distributions of the Issuer's Common Stock pursuant to a plan of reorganization
approved on March 10, 1999, by the United States Bankruptcy Court for the
Northern District of Illinois (the "Plan"). According to the terms of the
Exchange Agent Agreement and the Plan, all shares of the Issuer's Common Stock
shall be issued to Norwest in its capacity as Exchange Agent, which in turn
shall distribute shares to those entitled to receive them under the terms of the
Plan upon receipt from such recipients of letters of transmittal. Prior to the
distribution of all shares of Common Stock, Norwest is obligated by the terms of
the Exchange Agent Agreement to vote on matters submitted to the stockholders in
accordance with the recommendations of the Issuer's Board of Directors.
Consequently, although Norwest at the time of this filing is reporting sole
dispositive power and voting power with respect to all of the shares of the
Issuer's Common Stock, its dispositive power is limited to compliance with the
terms of the Plan and the applicable letters of transmittal and its discretion
to exercise its voting power is restricted to comply with the applicable terms
of the Exchange Agent Agreement.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired
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the Security Being Reported on By the Parent Holding Company
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Not applicable.
ITEM 8. Identification and Classification of Members of the Group
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Not applicable.
ITEM 9. Notice of Dissolution of Group
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Not applicable.
ITEM 10. Certification
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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.
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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.
Date: April 8, 1999
/s/ Lon P. LeClair
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By: Lon P. LeClair
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Vice President
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Name/Title
