SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1*)
MFN FINANCIAL CORPORATION
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
55272N104
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2500
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
November 4, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
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Cusip No. 55272N104
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
Shares Beneficially 8) Shared Voting Power: *
Owned by
Each Reporting 9) Sole Dispositive Power: *
Person With: 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 870,757*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 8.7%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* Cerberus Partners, L.P. ("Cerberus") is the holder of 158,247 shares of
common stock of MFN Financial Corporation (the "Company"); Cerberus
International, Ltd. ("International") is the holder of 486,562 shares of
common stock of the Company and certain private investment funds (the
"Funds") in the aggregate are the holders of 225,948 shares of common stock
of the Company. Stephen Feinberg possesses sole power to vote and direct the
disposition of all securities of the Company owned by each of Cerberus,
International and the Funds. Thus, for the purposes of Reg. Section
240.13d-3, Stephen Feinberg is deemed to beneficially own 870,757 shares of
common stock of the Company, or 8.7% of those issued and outstanding. See
Item 5 for further information.
<PAGE>
Item 1. Interest in Securities of the Issuer.
Based upon information set forth herein the Company's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1999, as of August 10,
1999, there were issued and outstanding 10,000,000 Shares. As of November 4,
1999, (i) Cerberus was the holder of 158,247 Shares, (ii) International was the
holder of 486,562 Shares and (iii) the Funds in the aggregate were the holder of
225,948 Shares. Stephen Feinberg possesses sole power to vote and direct the
disposition of all securities of the Company owned by each of Cerberus,
International and the Funds. Thus, for the purposes of Reg. Section 240.13d-3,
Stephen Feinberg is deemed to beneficially own 870,757 Shares, or 8.7% of those
issued and outstanding.
During the past sixty days, the only transactions in Shares by Mr.
Feinberg, or any person or entity controlled by him or any person or entity for
which he possesses voting or investment control over the securities thereof,
were the purchase in ordinary brokerage transactions of 24,300, 76,000 and
34,700 Shares by Cerberus, International and the Funds, respectively, at a
purchase price of $7.50 per Share.
Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
November 12, 1999
/s/ Stephen Feinberg
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Stephen Feinberg, in his capacity as the
managing member of Cerberus Associates,
L.L.C., the general partner of Cerberus
Partners, L.P., and as the investment
manager for each of Cerberus International,
Ltd. and the Funds
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
