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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. 1)*
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)
May 31, 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 5,830,203 (see Item 6) .
NUMBER OF ------------------------------
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0 .
OWNED BY --------------------------
EACH
REPORTING 7. SOLE DISPOSITIVE POWER 5,830,203 (see Item 6) .
PERSON --------------------------
WITH
8. SHARED DISPOSITIVE POWER 0 .
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,830,203
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[__]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
58.3%
12. TYPE OF REPORTING PERSON*
BK
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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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(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
(S) 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan, or endowment fund in accordance
with (S) 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person, in accordance
with (S) 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 (S)240.13d-1(b)(1)(ii)(J).
ITEM 4. Ownership
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(a) Amount beneficially owned
5,830,203 shares (see Item 6).
(b) Percent of class 58.3% .
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(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 5,830,203
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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
5,830,203 (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
were issued to Norwest in its capacity as Exchange Agent, which in turn agreed
to distribute shares to those entitled to receive them under the terms of the
Plan upon receipt from such recipients of letters of transmittal.
As of May 31, 1999, according to the terms of the Exchange Agent
Agreement and the Plan, Norwest has caused to be distributed 4,169,797 shares of
the Issuer's Common Stock to those entitled to receive them under the terms of
the Plan. Norwest retains 5,830,203 shares of the Issuer's Common Stock in its
capacity as Exchange Agent (the "Retained Shares"). Prior to the distribution
of the Retained Shares, 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 the Retained Shares, 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
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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.
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: June 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
