SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Alfacell Corporation
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
015404106
(CUSIP Number)
McCash Family Limited Partnership
c/o Michael J. McCash
N 3810 S. Grand Oak Drive
Iron Mountain, MI 49801
(906) 776-4464
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 6, 2005
(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 Secs. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Page 2 of 5
CUSIP No. 015404106
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
McCash Family Limited Partnership (the "Reporting Entity")
39-2038278
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
A Wisconsin limited partnership.
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
9,296,152 shares (includes 6,774,590 shares subject to
warrants which are currently exercisable or become
exercisable within 60 days of May 6, 2005).
NUMBER OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 9,296,152 shares (includes 6,774,590 shares subject to
warrants which are currently exercisable or become
exercisable within 60 days of May 6, 2005).
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,296,152 shares (includes 6,774,590 shares subject to warrants which are
currently exercisable or become exercisable within 60 days of May 6, 2005).
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 5
Amendment No. 1 to Schedule 13D
This Amendment No. 1 amends and supplements the Schedule 13D filed by the
Reporting Entity on September 24, 2004, relating to the common stock, no par
value of Alfacell Corporation, a Delaware corporation. The Reporting Entity is
filing this amendment to report that it has participated in transactions that
resulted in changes in information previously reported for securities over which
the Reporting Person is the beneficial owner, except as set forth herein, there
are no other changes to the Schedule 13D as previously filed.
Items 3 and 5 of the Schedule 13D are hereby amended and restated in their
entirety, as follows:
Item 3. Source and Amount of Funds or Other Considerations: The common stock
and warrants of the Issuer were contributed by the Partners in
consideration for limited units and general units in the Reporting
Entity.
The James O. McCash Trust (the "Trust") held Convertible Notes that
when due converted into common stock and warrants of the Issuer. On
September 14, 2004, the first convertible note with a principal
amount of $100,000 came due and converted into 320,157 shares of
common stock and 420,157 shares of common stock subject to warrants.
The Trust retained the 320,157 shares of common stock and the
warrants for 420,157 shares of common stock were gifted on September
14, 2004 by the Trust to the Reporting Entity and are included in
the amounts reported in Items 7-11 of the cover page of this
Statement.
On November 12, 2004, a convertible note with a principal amount of
$100,000 came due and converted into 224,931 shares of common stock
and 224,931 shares of common stock subject to warrants. The Trust
retained the 224,931 shares of common stock and the warrants for
224,931 shares of common stock were gifted by the Trust to the
Reporting Entity and are included in the amounts reported in items
7-11 of the cover page of this Statement.
On May 6, 2005, a convertible note with a principal amount of
$200,000 came due and converted into 1,199,890 shares of common
stock and an aggregate total of 1,399,890 shares of common stock
subject to warrants. The Trust retained the 1,199,890 shares of
common stock and the warrants for an aggregate total of 1,399,890
shares of common stock were gifted by the Trust to the Reporting
Entity and are included in the amounts reported in items 7-11 of the
cover page of this Statement.
Item 5(a) Interest in Securities of the Issuer: Interest in Securities of the
Issuer. Based upon information provided by the Issuer 35,245,445
shares of common stock were outstanding as of March 8, 2005. As of
May 6, 2005, the Reporting Entity beneficially owned an aggregate of
9,296,152 shares of common stock, or 21.5% of the outstanding shares
of common stock.
Page 4 of 5
(b) The Reporting Entity has the sole power to vote or to direct the
vote and the sole power to dispose or to direct the disposition of
all 9,296,152 shares of common stock beneficially owned by it. No
Partner individually has the power to dispose or to direct the
disposition of the shares of common stock owned by the Reporting
Entity.
(c) Except as described in Item 3 of this Statement, during the past
sixty (60) days, there were no purchases or sales of shares of
common stock, or securities convertible into or exchangeable for
shares of common stock, by the Reporting Entity.
Remainder of this page intentionally left blank
Page 5 of 5
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.
Date: May 6, 2005
MCCASH FAMILY LIMITED PARTNERSHIP
By: /s/ Michael J. McCash
------------------------------------
Signature
Michael J. McCash
----------------------------------------
Name
Managing Partner
----------------------------------------
Title