SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
AMC FINANCIAL, INC. (FORMERLY KNOWN AS CITYSCAPE FINANCIAL CORP.)
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
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17877V105
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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) 597-2424
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
July 1, 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. 17877V105
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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: 2,638,133*
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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): 34.2%*
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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 and/or has the right to
receive 636,716 shares of common stock of AMC Financial, Inc. (formerly known as
Cityscape Financial, Inc.) (the "Company"); Cerberus International, Ltd.
("International") is the holder of and/or has the right to receive 1,321,503
shares of common stock of the Company; Ultra Cerberus, Ltd. ("Ultra") is the
holder of and/or has the right to receive 95,434 shares of common stock of the
Company, and certain private investment funds (the "Funds") in the aggregate are
the holders of and/or have the right to receive 584,480 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, Ultra and the Funds. Thus, for the purposes of Reg. Section
240.13d-3, Stephen Feinberg is deemed to beneficially own 2,638,133 shares of
common stock of the Company, or 34.2% of those deemed issued and outstanding
pursuant to Reg. Section 240.13d-3. See Item 3 and 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 AMC Financial, Inc. (formerly known as Cityscape Financial,
Inc.) (the "Company"), whose principal executive offices are located at 565
Taxter Rd., Elmsford, New York 10523-5200.
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 (i) the managing member of Cerberus Associates, L.L.C., the general
partner of Cerberus Partners, L.P., a Delaware limited partnership ("Cerberus"),
and (ii) the investment manager for each of Cerberus International, Ltd., a
corporation organized under the laws of the Bahamas ("International"), Ultra
Cerberus Fund, Ltd., a corporation organized under the laws of the Bahamas
("Ultra"), and certain other private investment funds (the "Funds"). Cerberus,
International, Ultra 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.
On July 1, 1999, the First Amended Plan of Reorganization (the "Plan")
of Cityscape Financial Corp. and its wholly owned subsidiary, Cityscape Corp.
(together, "Cityscape"), the predecessor to the Company, became effective.
Pursuant to the terms of the Plan, former holders of Cityscape Senior Notes (the
"Senior Notes") received Shares in exchange for accrued principal and interest
on the Senior Notes. Cerberus, International, Ultra and the Funds were the
holders of approximately $26,000,000, $53,963,000, $3,897,000 and $23,867,000
principal amount of the Senior Notes, respectively, which resulted in them
receiving and/or having the right to receive 636,716, 1,321,503, 95,434 and
584,480 Shares, respectively, pursuant to the Plan. Cerberus, International,
Ultra and the Funds paid approximately $10,616,072, $21,700,547, $1,691,912, and
$9,614,861, respectively, for the Senior Notes. All funds used to purchase or
acquire securities of the Company on behalf of Cerberus, International, Ultra
and the Funds came directly from the assets of Cerberus, International, Ultra
and the Funds, respectively.
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Item 4. Purpose of Transaction.
The acquisition of the securities of the Company described herein is
for investment purposes on behalf of Cerberus, International, Ultra 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 provided by the Company, as a result of the
transactions effected pursuant to the Plan, as of July 1, 1999 there were issued
and outstanding 7,713,111 Shares. As of such date, for the purposes of Reg.
Section 240.13d-3, (i) Cerberus was the holder of and/or had the right to
receive 636,716 Shares, (ii) International was the holder of and/or had the
right to receive 1,321,503 Shares, (iii) Ultra was the holder of and/or had the
right to receive 95,434 Shares and (iv) the Funds in the aggregate were the
holder of and/or had the right to receive 584,480 Shares. Stephen Feinberg
possesses sole power to vote and direct the disposition of all securities of the
Company owned by each of Cerberus, International, Ultra and the Funds. Thus, for
the purposes of Reg. Section 240.13d-3, Stephen Feinberg is deemed to
beneficially own 2,638,133 Shares, or 34.2% of those deemed issued and
outstanding pursuant to Reg. Section 240.13d-3.
During the past sixty days, the only transactions in securities of the
Company 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 June 15, 1999 purchase of $700,000 principal amount
of the Senior Notes by International, for approximately $63,000, in an ordinary
brokerage transaction and the July 21, 1999 purchases of approximately $300,000,
$600,000, and $300,000 principal amount of the Senior Notes, for approximately
$34,500, $69,000, and $34,500, respectively, by Cerberus, International, and the
Funds, respectively, in ordinary brokerage transactions.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Except as described in this Schedule 13D, 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.
None.
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Signature
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.
As of August 5, 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., Ultra Cerberus Fund, Ltd., and
the Funds
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
