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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MBf USA, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
025480 104
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(CUSIP Number)
Mitchell D. Goldsmith
SHEFSKY FROELICH & DEVINE LTD.
444 North Michigan Avenue, Suite 2500
Chicago, Illinois 60611
(312) 527-4000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 20, 1996
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(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: [ ]
Check the following box if a fee is being paid with this statement: [ ]
Page 1 of 5 pages
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CUSIP NO. (025480 104) Page 2 of 5 pages
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1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
MBf International Limited
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds: WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
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6) Citizenship or Place of Organization: Hong Kong
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Number of Shares (7) Sole Voting Power 2,934,813
Beneficially Owned ------------------------------------------------------------
by Each Reporting
Person With (8) Shared Voting Power 0
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(9) Sole Dispositive Power 2,934,813
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(10) Shared Dispositive Power 0
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CUSIP NO. (025480 104) Page 3 of 5 pages
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,934,813
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): [ ]
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13) Percent of Class Represented by Amount in Row (11): 68.1%
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14) Type of Reporting Person (See Instructions): CO
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CUSIP NO. (025480 104) Page 4 of 5 pages
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is shares of Common Stock ("Shares"), $.01 per Share par value, of MBf
USA, Inc. (the "Issuer").
The name and address of the principal executive offices of the Issuer are:
MBf USA, Inc.
500 Park Blvd., Suite 1260
Itasca, Illinois 60143
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: MBf International Limited
(b) Business and Principal 17th Floor, One Pacific Place
Office Address: 88, Queensway
Hong Kong
(c) MBf International Limited is a subsidiary of MBf Holdings Sdn. Bhd.,
a Malaysian publicly traded company. MBf International Limited is an investment
holding company.
(d) During the last five years, MBf International Limited was not
convicted in a criminal proceeding.
(e) During the last five years, MBf International Limited was not a party
to a civil proceeding of any judicial or administrative body which resulted in
a judgment or order relating to a violation of any federal or state securities
laws.
(f) MBf International Limited is a Hong Kong corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
MBf International Limited has paid a total of approximately $8.75 million
for its investment in the Issuer's Common Stock and Class A Common Stock, funds
for which were provided from working capital.
ITEM 4. PURPOSE OF TRANSACTION.
MBf International has acquired its Shares with an investment intent
consistent with the Issuer's business plan as more fully described in the
Issuer's Form 10-K Annual Report for the year ended December 31, 1995.
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CUSIP NO. (025480 104) Page 5 of 5 pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
MBf International Limited beneficially owns 2,934,813 Shares, which
includes 1,252,538 shares of Common Stock into which a like number of shares of
Series A Common Stock is convertible, or 68.1% of the Issuer's issued and
outstanding Common Stock and Series A Common Stock. MBf International Limited
has sole power to vote and to dispose of all of these Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Issuer entered into and closed a Stock Acquisition Agreement with MBf
International Limited dated as of October 31, 1995, whereby MBf International
Limited exchanged its beneficial interest in 1,365 shares of common stock (par
value equivalent to $1,000 US Dollars each) of PT MBf Buana Multicorpora ("PT
Buana"), which represents a 70% majority interest in the outstanding common
stock of PT Buana, and a non-interest bearing demand note in the principal
amount of $737,769 ("Note") for 255,072 shares of the Company's Common Stock
having an aggregate value of $1,219,563. The Note is guaranteed by MBf
Holdings, the parent of MBf International Limited.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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.
MBf International Limited
By: /s/Tan Mong Sing
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Its: President
November 6, 1996
