-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NOR0i5I6Uw6KELsp2hdnUsgJpCFUCT7qu7bMwgmI5Lf5IFOBDfi0yA/liYi1iXie XJSh7expEMS4JtSrF8phbA== 0000950172-03-003245.txt : 20031107 0000950172-03-003245.hdr.sgml : 20031107 20031107105456 ACCESSION NUMBER: 0000950172-03-003245 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031107 GROUP MEMBERS: MAFCO CONSOLIDATED GROUP INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: M & F WORLDWIDE CORP CENTRAL INDEX KEY: 0000945235 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 020423416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48180 FILM NUMBER: 03983925 BUSINESS ADDRESS: STREET 1: 35 E 62ND ST CITY: NEW YUORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2125728600 MAIL ADDRESS: STREET 1: 35 EAST 62ND STREET CITY: NEW YORK STATE: NY ZIP: 10021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAFCO HOLDINGS INC CENTRAL INDEX KEY: 0000918939 IRS NUMBER: 133603886 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 38 EAST 63RD STREET CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2125728600 MAIL ADDRESS: STREET 1: 38 EAST 63RD STREET CITY: NEW YORK STATE: NY ZIP: 10021 SC 13D/A 1 ny822152.txt AMENDMENT NO. 18 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18) M & F Worldwide Corp. - ------------------------------------------------------------------------------- (Name of issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of class of securities) 552541104 - -------------------------------------------------------------------------------- (CUSIP number) Barry F. Schwartz 35 East 62nd Street New York, New York 10021 (212) 572-8600 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) November 5, 2003 - -------------------------------------------------------------------------------- (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 ss.ss.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 Rule 13d-7 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). Page 1 of 9 Pages - ------------------------------------------------------------------------------- CUSIP No. 552541104 13D Page 2 of 9 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Mafco Holdings Inc. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY -------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 7,328,800 WITH -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 7,328,800 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,328,800 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.8% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CUSIP No. 552541104 13D Page 3 of 9 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Mafco Consolidated Group Inc. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY -------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 6,828,800 WITH -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 6,828,800 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,828,800 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.2% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- This statement amends and supplements the Statement on Schedule 13D dated June 26, 1995, as amended by Amendment No. 1 thereto dated July 31, 1995, Amendment No. 2 thereto dated February 8, 1996, Amendment No. 3 thereto dated July 8, 1996, Amendment No. 4 thereto dated October 25, 1996, Amendment No. 5 thereto dated November 27, 1996, Amendment No. 6 thereto dated August 1, 1997, Amendment No. 7 thereto dated June 9, 1998, Amendment No. 8 thereto dated December 6, 1999, Amendment No. 9 thereto dated August 15, 2000, Amendment No. 10 thereto dated November 13, 2000, Amendment No. 11 thereto dated April 20, 2001, Amendment No. 12 thereto dated April 24, 2001, Amendment No. 13 thereto dated October 17, 2001, Amendment No. 14 thereto dated November 16, 2001, Amendment No. 15 thereto dated December 28, 2001, Amendment No. 16 thereto dated July 29, 2002 and Amendment No. 17 thereto dated December 4, 2002 (as so amended, the "Schedule 13D"), filed with the Securities and Exchange Commission by Mafco Holdings Inc., a Delaware corporation ("Mafco Holdings"), Mafco Consolidated Group Inc., a Delaware corporation ("Mafco Consolidated Group"), Mafco Consolidated Holdings Inc. (formerly C&F (Parent) Holdings Inc.), a Delaware corporation, and PX Holding Corporation, a Delaware corporation, as the case may be, in connection with their ownership of shares of common stock, par value $.01 per share ("Common Stock"), of M & F Worldwide Corp. (formerly Power Control Technologies Inc.), a Delaware corporation (the "Company"). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D. Item 2. Identity and Background. ----------------------- Item 2(a)-(c) is hereby amended by adding the following at the end thereof: "This statement is being filed by Mafco Holdings and Mafco Consolidated Group (collectively, the "Reporting Persons") with respect to shares of Common Stock that may be beneficially owned by the Reporting Persons. A restated Schedule I, which includes the identity, business address and occupation or employment information for the directors and executive officers of each of the Reporting Persons, is attached hereto." Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Item 3 is hereby amended by adding the following at the end thereof: "Mafco Consolidated Group acquired the Open Market Shares (as defined below) in the open market for an aggregate purchase price of $1,738,404, or an average price of approximately $9.66 per share, which funds were obtained from cash on hand." Item 4. Purpose of Transaction. ---------------------- Item 4 is hereby amended by adding the following at the end thereof: "Prior to the acquisition by Mafco Consolidated Group of the Open Page 4 of 9 Pages Market Shares, the Board of Directors of the Company provided the necessary authorization to permit such acquisition. On November 5, 2003, in accordance with the provisions of the Company's certificate of incorporation, the Board of Directors of the Company approved the acquisition by Mafco Consolidated Group of up to 750,000 additional shares of Common Stock in the open market, having determined that such number of shares can be purchased without materially and adversely affecting the Company's net operating loss carryforwards. The Reporting Persons may purchase such additional shares of Common Stock, but only at such time, at such prices and in such amounts as they determine to be advantageous. Donald G. Drapkin, a Director and Vice Chairman of Mafco Holdings, purchased the Drapkin Shares (as defined below) for investment purposes." Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5 is hereby amended by adding the following at the end thereof: "(a)-(b) As of September 30, 2003, based upon information provided by the Company, there were 18,371,271 outstanding shares of Common Stock (net of shares held in the Company's treasury). Mafco Consolidated Group beneficially owns 6,828,800 shares of Common Stock, representing approximately 37.2% of the Common Stock outstanding. Mafco Holdings may be deemed to share beneficial ownership of the 6,828,800 shares of Common Stock beneficially owned by Mafco Consolidated Group and the 500,000 shares of Common Stock deemed beneficially owned by Mr. Perelman as a result of his holding an option to acquire such shares exercisable within 60 days of the date hereof (an aggregate of 7,328,800 shares of Common Stock, representing 38.8% of the Common Stock outstanding or deemed outstanding under the rules of the Securities and Exchange Commission), by virtue of Mafco Holdings' ownership of 100% of the common stock of Mafco Consolidated Group and Mr. Perelman's 100% ownership of Mafco Holdings' common stock. Mr. Drapkin beneficially owns 50,000 shares of Common Stock (the "Drapkin Shares"), representing less than 1% of the Common Stock outstanding. Mr. Drapkin has sole power to vote and dispose of the shares of Common Stock that he owns. (c) The following transactions were effected during the past sixty days by the persons named above: During the period September 18, 2003 through September 30, 2003, Mafco Consolidated Group acquired 180,000 shares of Common Stock (the "Open Market Shares") in the open market for an aggregate purchase price of $1,738,404, as follows: Page 5 of 9 Pages Date No. of Shares Purchase Price Per Share ---- ------------- ------------------------ 09/18/03 46,000 $9.56 09/22/03 10,000 $9.60 09/25/03 400 $9.60 09/26/03 1,100 $9.60 09/29/03 75,000 $9.70 09/30/03 46,900 $9.70 09/30/03 600 $9.69 (d) Not Applicable. (e) Not Applicable." Page 6 of 9 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct. Dated: November 7, 2003 MAFCO HOLDINGS INC. MAFCO CONSOLIDATED GROUP INC. By: /s/ Barry F. Schwartz ---------------------- Barry F. Schwartz Executive Vice President & General Counsel Page 7 of 9 Pages SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF MAFCO HOLDINGS INC. AND MAFCO CONSOLIDATED GROUP INC. The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Mafco Holdings Inc. and Mafco Consolidated Group Inc. are set forth below. If no business address is given, the director's or officer's address is Mafco Holdings Inc., 35 East 62nd Street, New York, New York 10021. MAFCO HOLDINGS INC. Name and Position (if different from Principal Occupation Present Principal Occupation or or Employment) Employment and Address - --------------------- ------------------------------------------------- Ronald O. Perelman Director, Chairman and Chief Executive Officer of Mafco Holdings Inc. Donald G. Drapkin Director and Vice Chairman of Mafco Holdings Inc. Howard Gittis Director and Vice Chairman of Mafco Holdings Inc. Barry F. Schwartz Executive Vice President and General Counsel of Mafco Holdings Inc. Todd J. Slotkin Executive Vice President and Chief Financial Officer of Mafco Holdings Inc. Page 8 of 9 Pages MAFCO CONSOLIDATED GROUP INC. Name and Position (if different from Present Principal Occupation or Principal Employment) Employment and Address - --------------------- --------------------------------- Ronald O. Perelman Director, Chairman and Director and Chairman Chief Executive Officer of Mafco Holdings Inc. Howard Gittis Director and Vice Chairman of Mafco Director and Vice Chairman Holdings Inc. Barry F. Schwartz Executive Vice President and Executive Vice President and General Counsel of Mafco General Counsel Holdings Inc. Todd J. Slotkin Executive Vice President and Executive Vice President Chief Financial Officer of and Chief Financial Officer Mafco Holdings Inc. 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