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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.2)
MFN FINANCIAL CORP
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
-------------------------------------------------------------------------------
(Title of Class of Securities)
55272N104
-------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2001
-------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
[ ] Rule 13d-2(c)
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(1) 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 the disclosures provided in a prior cover page.
The information required in 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 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 2
CUSIP No. 55272N104 13G-A Page 2 of 5 Pages
_______________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Merrill Lynch, Pierce, Fenner & Smith Inc.
13-5674085
_______________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
_______________________________________________________________________________
3. SEC USE ONLY
_______________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_______________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 1,240,468
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY NONE
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 1,240,468
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH NONE
_______________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,240,468
_______________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
_______________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
%12.41
_______________________________________________________________________________
12. TYPE OF REPORTING PERSON*
BD, CO
_______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3
CUSIP No. 55272N104 13G-A Page 3 of 5 Pages
_______________________________________________________________________________
Item 1(a). Name of Issuer:
MFN FINANCIAL CORP
_______________________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
100 FIELD DRIVE
SUITE 340
LAKE FOREST, IL 60045
_______________________________________________________________________________
Item 2(a). Name of Person Filing:
Merrill Lynch, Pierce, Fenner & Smith Inc.
_______________________________________________________________________________
Item 2(b). Address of Principal Business Office, or if None, Residence:
Four World Financial Center, North Tower
New York, New York 10080
_______________________________________________________________________________
Item 2(c). Citizenship:
SEE ITEM 4 OF COVER PAGES
_______________________________________________________________________________
Item 2(d). Title of Class of Securities:
SEE COVER PAGE
_______________________________________________________________________________
Item 2(e). CUSIP Number:
SEE COVER PAGE
_______________________________________________________________________________
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [X] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [_]
PAGE 4
CUSIP No. 55272N104 13G-A Page 4 of 5 Pages
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: SEE ITEM 9 OF COVER PAGES
(b) Percent of class: SEE ITEM 11 OF COVER PAGES
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
SEE ITEM 5 OF COVER PAGES
(ii) Shared power to vote or to direct the vote:
SEE ITEM 6 OF COVER PAGES
(iii) Sole power to dispose or to direct the disposition of:
SEE ITEM 7 OF COVER PAGES
(iv) Shared power to dispose or to direct the disposition of
SEE ITEM 8 OF COVER PAGES
_____________________________________________________________________________
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following [ ]
_______________________________________________________________________________
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
NOT APPLICABLE
_______________________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
NOT APPLICABLE
_______________________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
NOT APPLICABLE
_______________________________________________________________________________
Item 9. Notice of Dissolution of Group.
NOT APPLICABLE
_______________________________________________________________________________
PAGE 5
CUSIP No. 55272N104 13G Page 5 of 5 Pages
Item 10. Certifications.
By signing below each of the undersigned certifies that, to the best of
their knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 14, 2002
Merrill Lynch, Pierce, Fenner & Smith Inc.
/s/
----------------------------------------
Name: Lawrence M. Egan
Title: Attorney-In-Fact*
----------------------------------------
* Executed pursuant to a Power of Attorney, dated November 17, 1995, a copy of
which is attached hereto as Exhibit A.
Exhibit A to Schedule 13G
Power of Attorney
The undersigned, Merrill Lynch & Co., Inc. (the Corporation), a
corporation duly organized under the laws of Delaware, with its
principal place of business at World Financial Center, North Tower, 250
Vesey Street, New York, New York 10281 does hereby make, constitute and
appoint Richard B. Alsop, Richard D. Kreuder, Andrea Lowenthal, Gregory
T. Russo, or any other individual from time to time elected or
appointed as secretary or an assistant secretary of the Corporation,
acting severally, each of whose address is Merrill Lynch & Co., Inc.,
World Financial Center, North Tower, 250 Vesey Street, New York, New
York 10281, as its true and lawful attorneys-in-fact, for it and in its
name, place and stead (i) to execute on behalf of the Corporation and
cause to be filed and/or delivered, as required under Section 13(d) of
the Securities Exchange Act of 1934 (the "Act") and the regulations
thereunder, any number, as appropriate, of original, copies, or
electronic filings of the Securities and Exchange Commission Schedule
13D or Schedule 13G Beneficial Ownership Reports (together with any
amendments and joint filing agreements under Rule 13d-1(f) (1) of the
Act, as may be required thereto) to be filed and/or delivered with
respect to any equity security (as defined in Rule 13d-1(d) under the
Act) beneficially owned by the undersigned and which must be reported
by the undersigned pursuant to Section 13(d) of the Act and the
regulations thereunder, (ii) to execute on behalf of the Corporation
and cause to be filed and /or delivered, any number, as appropriate,
of original, copies or electronic filings of any forms (including
without limitation), Securities and Exchange Commission Forms 3, 4 and
5) required to be filed pursuant to Section 16 (a) of the Act and the
regulations thereunder, and (iii) generally to take such other actions
and perform such other things necessary to effectuate the foregoing as
fully in all respects as if the undersigned could do if personally
present. This Power of Attorney shall remain in effect until revoked,
in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney, this 17th day of November 1995.
MERRILL LYNCH & CO., INC.
By: /s/ David H. Komansky
Name: David H. Komansky
Title:President and Chief Operating Officer