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,
Amendment
No. 17 thereto dated December 4, 2002, Amendment No. 18 thereto dated November
7, 2003, Amendment No. 19 thereto dated November 14, 2003, Amendment No.
20
thereto dated September 14, 2004, Amendment No. 21 thereto dated June 6,
2005,
Amendment No. 22 thereto dated March 22, 2007 and Amendment No. 23 thereto
dated
May 23, 2007 (as so amended, the "Schedule 13D"), filed with the Securities
and
Exchange Commission by MacAndrews & Forbes Holdings Inc. (formerly Mafco
Holdings Inc.), a Delaware corporation ("MacAndrews & Forbes Holdings"), MFW
Holdings One LLC, a limited liability company formed under the laws of
the state
of Delaware ("Holdings One"), MFW Holdings Two LLC, a limited liability
company
formed under the laws of the state of Delaware ("Holdings Two"), Mafco
Consolidated Group Inc., a Delaware corporation ("MCG"), 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.
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Item
2.
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Identity
and Background
|
Item
2 is hereby amended by adding the following at the end thereof:
(a)-(c)
Schedule I is hereby amended by removing
the reference to Howard Gittis as Director and Vice Chairman of MacAndrews
&
Forbes Holdings Inc.
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Item
3.
|
Source
and Amount of Funds or Other
Consideration
|
As
described in Item 5 below, on
November 29, 2007, Holdings Two acquired 196,000 shares of Common Stock
for an
aggregate purchase price of $10,086,160, which funds were obtained from
cash on
hand.
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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, 2007, there were
21,331,270 shares of Common Stock outstanding. Holdings One
beneficially owns 7,248,000 shares of Common Stock, representing approximately
34.0% of the Common Stock outstanding. Holdings Two beneficially owns
946,000 shares of Common Stock, representing approximately 4.4% of the
Common
Stock outstanding. MacAndrews & Forbes Holdings may be deemed to
have beneficial ownership of 8,194,000 shares of Common Stock (representing
approximately 38.4% of the Common Stock outstanding or deemed outstanding
under
the rules of the Securities and Exchange Commission), which includes the
7,248,000 shares of Common Stock beneficially owned by Holdings One and
the
946,000 shares of Common Stock beneficially owned by Holdings Two that
MacAndrews & Forbes Holdings may be deemed to share beneficial ownership of
by virtue of MacAndrews & Forbes Holdings’ ownership of 100% of the common
interests of each of Holdings One and Holdings Two.
Ronald
O. Perelman, Director, Chairman and Chief Executive Officer of MacAndrews
&
Forbes Holdings, may be deemed to beneficially own all the shares of Common
Stock beneficially owned by MacAndrews & Forbes Holdings, Holdings One and
Holdings Two. Mr. Perelman also beneficially owns 200,000 shares of
Common Stock representing 0.9% of the Common Stock outstanding.
Barry
F. Schwartz, the Executive Vice Chairman of MacAndrews & Forbes
Holdings, Chief Executive Officer of the Company, and Executive Vice
President
of Holdings One and Holdings Two, beneficially owns 5,000 shares of Common
Stock, representing approximately 0.02% of the Common Stock
outstanding.
Paul
G. Savas, the Executive Vice President and Chief Financial Officer of MacAndrews
& Forbes Holdings, Executive Vice President of Holdings One and Executive
Vice President of Holdings Two, beneficially owns 1,000 shares of Common
Stock,
representing approximately 0.005% of the Common Stock outstanding.
(c)
The following transactions were effected during the past sixty days by
the
persons named above:
On
November 29, 2007, Holdings Two acquired 196,000 shares of Common Stock
in a
privately-negotiated transaction for a purchase price of $51.46 per
share.