SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
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)
May 20, 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 Section 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: 735,757*
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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): 7.4%*
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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 133,947 shares of
common stock of MFN Financial Corporation (the "Company"); Cerberus
International, Ltd. ("International") is the holder of 410,562 shares of
common stock of the Company and certain private investment funds (the
"Funds") in the aggregate are the holders of 191,248 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 735,757 shares of
common stock of the Company, or 7.4% of those issued and outstanding. See
Item 5 for further information.
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Item 1. Security and Issuer.
This statement relates to the common stock, par value $.01 per share
(the "Shares"), of MFN Financial Corporation (the "Company"), whose principal
executive offices are located at 100 Field Drive, Suite 340, Lake Forest,
Illinois 60045.
Item 2. Identity and Background.
The person filing this statement is Stephen Feinberg, whose business
address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Feinberg
serves as the managing member of Cerberus Associates, L.L.C., the general
partner of Cerberus Partners, L.P. ("Cerberus"), and the investment manager for
Cerberus International, Ltd. ("International") and certain other private
investment funds (the "Funds"). Cerberus, International and the Funds are
engaged in the investment in personal property of all kinds, including but not
limited to capital stock, depository receipts, investment companies, mutual
funds, subscriptions, warrants, bonds, notes, debentures, options and other
securities of whatever kind and nature.
Mr. Feinberg has never been convicted in any criminal proceeding, nor
has he been a party to any civil proceeding commenced before a judicial or
administrative body of competent jurisdiction as a result of which he was or is
now subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. Mr. Feinberg is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares were acquired on behalf of Cerberus, International and the
Funds pursuant to an Order of the United States Bankruptcy Court for the
Northern District of Illinois, Eastern Division, dated March 10, 1999,
confirming the Plan of Reorganization, as amended (the "Plan") of Mercury
Finance Company ("Mercury") under the United States Bankruptcy Code. Pursuant to
the Plan, certain holders of Mercury's indebtedness, including Cerberus,
International and the Funds, received, among other consideration as set forth in
the Plan, the Shares described herein. All funds used to purchase the securities
of Mercury, which resulted in the issuance of Shares pursuant to the Plan, came
directly from the assets of Cerberus, International and the Funds, respectively.
Item 4. Purpose of Transaction.
The acquisition of the securities referred to in Item 5 is for
investment purposes on behalf of Cerberus, International and the Funds,
respectively, and Stephen Feinberg has no present plans or intentions which
relate to or would result in any of the transactions required to be described in
Item 4 of Schedule 13D.
Item 5. 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 March 31, 1999, as of April 30,
1999, there were issued and outstanding 10,000,000 Shares. As of May 20, 1999,
(i) Cerberus was the holder of 133,947 Shares, (ii) International was the holder
of 410,562 Shares and (iii) the Funds in the aggregate were the holder of
191,248 Shares. Stephen Feinberg possesses sole power to vote and direct the
disposition of all securities of the Company owned by each of Cerberus,
<PAGE>
International and the Funds. Thus, for the purposes of Reg. Section 240.13d-3,
Stephen Feinberg is deemed to beneficially own 735,757 Shares, or 7.4% 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 receipt of the Shares by each of Cerberus, International and the Funds
pursuant to the Plan.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the securities of the Company between Stephen Feinberg and
any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
As of May 20, 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).
