SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 27) *

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 10065

(212) 572-8600

( Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 13, 2011

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).

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1.	Name of Reporting Person. I.R.S. Identification No. of above person MacAndrews & Forbes Holdings Inc.
2.	Check the Appropriate Box if a Member of a Group			(a) o (b) o
3.	SEC Use Only
4.	Source of Funds OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 0
		8.	Shared Voting Power 8,260,666
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 8,260,666
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,260,666
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares     o
13.	Percent of Class Represented by Amount in Row (11) 42.7%
14.	Type of Reporting Person CO

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1.	Name of Reporting Person. I.R.S. Identification No. of above person MFW Holdings One LLC
2.	Check the Appropriate Box if a Member of a Group			(a) o (b) o
3.	SEC Use Only
4.	Source of Funds OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 0
		8.	Shared Voting Power 7,248,000
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 7,248,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,248,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares     o
13.	Percent of Class Represented by Amount in Row (11) 37.5%
14.	Type of Reporting Person OO

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1.	Name of Reporting Person. I.R.S. Identification No. of above person MFW Holdings Two LLC
2.	Check the Appropriate Box if a Member of a Group			(a) o (b) o
3.	SEC Use Only
4.	Source of Funds OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,012,666
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,012,666
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,012,666
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares     o
13.	Percent of Class Represented by Amount in Row (11) 5.2%
14.	Type of Reporting Person OO

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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, Amendment No. 23 thereto dated May 23, 2007, Amendment No. 24 thereto dated December 6, 2007, Amendment No. 25 thereto dated June 17, 2008 and Amendment No. 26 thereto dated January 22, 2009 (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, 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 4.          Purpose of Transaction

Item 4 is hereby amended by adding the following at the end thereof:

(a)-(j)  On June 13, 2011, MacAndrews & Forbes Holdings delivered a non-binding letter (the "Proposal Letter") to the board of directors of the Company proposing a transaction whereby the Company would merge with a wholly-owned subsidiary of MacAndrews & Forbes Holdings, as a result of which all shares of Common Stock not currently owned by MacAndrews & Forbes Holdings or its subsidiaries would be converted into the right to receive $24.00 in cash per share.

As described in the Proposal Letter, MacAndrews & Forbes Holdings expects that the Company will appoint a special committee of independent directors to consider its proposal and make a recommendation to the Company's board of directors.   MacAndrews & Forbes Holdings further anticipates that any transaction will be consummated pursuant to the terms of  definitive transaction documents mutually acceptable to MacAndrews & Forbes Holdings and such a special committee.  MacAndrews & Forbes Holdings will not proceed with the transaction unless it is approved by such a special committee.  In addition, the transaction will be subject to a non-waivable condition requiring the approval of a majority of Common Stock not owned by MacAndrews & Forbes Holdings or its affiliates.

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No assurances can be given that a transaction will be consummated.  The Proposal Letter provides that no legally binding obligation with respect to a transaction will exist unless and until mutually acceptable definitive documentation has been executed and delivered with respect thereto.

Other than as set forth herein or in the Proposal Letter, MacAndrews & Forbes Holdings and its affiliates have no plans or proposals that relate to or would result in any of the events set forth in the below items (a) through (j) of the Schedule 13D.  However, if the transaction not consummated, MacAndrews & Forbes Holdings and its affiliates will continue to review its investment in the Company and depending on market conditions and other factors may determine, from time to time, to engage in any of the events set forth in Items 4(a) through (j) of Schedule 13D.

The summary above is qualified in its entirety by reference to the Proposal Letter, attached as Exhibit 32 hereto, which is incorporated by reference herein.  A copy of the press release issued by MacAndrews & Forbes Holdings in connection with the Proposal Letter is attached hereto as Exhibit 33.

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 April 11, 2011, there were 19,333,931 shares of Common Stock outstanding.  Holdings One beneficially owns 7,248,000 shares of Common Stock, representing approximately 37.5% of the Common Stock outstanding.  Holdings Two beneficially owns 1,012,666 shares of Common Stock, representing approximately 5.2% of the Common Stock outstanding.  MacAndrews & Forbes Holdings may be deemed to have beneficial ownership of 8,260,666 shares of Common Stock (representing approximately 42.7% 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 1,012,666 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 133,334 shares of Common Stock representing approximately .7% 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 Chairman of Holdings One and Holdings Two, beneficially owns 10,000 shares of Common Stock, representing approximately 0.05% of the Common Stock outstanding.

Paul G. Savas, the Executive Vice President and Chief Financial Officer of MacAndrews & Forbes Holdings, and Executive Vice President of Holdings One and Holdings Two, beneficially owns 6,000 shares of Common Stock, representing approximately 0.03% of the Common Stock outstanding.

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Item 7.          Material to be Filed as Exhibits

Item 7 is hereby amended by adding the following at the end thereof:

Exhibit 32	Proposal Letter, dated June 13, 2011, to the Board of Directors of the Company
Exhibit 33	Press Release, dated June 13, 2011

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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.

Date: June 13, 2011	MacAndrews & Forbes Holdings Inc.
	By:	/s/ Barry F. Schwartz
	Name:	Barry F. Schwartz
	Title:	Executive Vice Chairman
	MFW Holdings One LLC
	MFW Holdings Two LLC
	By:	/s/ Barry F. Schwartz
	Name:	Barry F. Schwartz
	Title:	Executive Vice Chairman

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EX-99

June 13, 2011

Board of Directors

M&F Worldwide Corp.

35 East 62nd Street

New York, New York 10065

Dear Board Members:

MacAndrews & Forbes Holdings Inc. ("M&F" or "we") is pleased to propose a transaction pursuant to which M&F Worldwide Corp. (the "Company") would be merged with a subsidiary of M&F, as a result of which all outstanding shares of common stock of the Company not owned by M&F or its subsidiaries would be converted into the right to receive $24.00 in cash per share.  The proposed cash consideration represents a greater than 41% premium to the Company's closing share price on June 10, 2011.

The proposed transaction would allow the Company's stockholders to immediately realize an attractive value, in cash, for their investment and provides such stockholders certainty of value for their shares, especially when viewed against the operational risks inherent in the Company's businesses and the market risks inherent in remaining a public company.  Moreover, the small public float and limited trading volume of the Company's shares results in undesirable price volatility and restricts opportunities for the Company's stockholders to achieve liquidity with respect to their shares.

We believe that private ownership is in the best interests of the Company, as it would result in operational efficiencies and cost savings, while providing management with the flexibility to focus on a long-term perspective without being constrained by the public company emphasis on achieving short-term results.  Accordingly, we are confident that this proposal not only offers compelling value to the Company's stockholders but is also in the best interests of the Company and its other constituencies.

The proposed transaction would be subject to the approval of the Board of Directors of the Company and the negotiation and execution of mutually acceptable definitive transaction documents.  It is our expectation that the Board of Directors will appoint a special committee of independent directors to consider our proposal and make a recommendation to the Board of Directors.  We will not move forward with the transaction unless it is approved by such a special committee.  In addition, the transaction will be subject to a non-waivable condition requiring the approval of a majority of the shares of the Company not owned by M&F or its affiliates.  Finally, given our existing position and history with the Company, we will not need to do any due diligence to enable us to be in a position to negotiate and execute mutually acceptable definitive documentation.

As you are aware, M&F owns approximately 43% of the outstanding shares of common stock of the Company.  In considering this proposal, you should know that in our capacity as a stockholder of the Company we are interested only in acquiring the shares of the Company not already owned by us and that in such capacity we have no interest in selling any of the shares owned by us in the Company nor would we expect, in our capacity as a stockholder, to vote in favor of any alternative sale, merger or similar transaction involving the Company.  If the special committee does not recommend or the public stockholders of the Company do not approve the proposed transaction, such determination would not adversely affect our future relationship with the Company and we would intend to remain as a long-term stockholder.

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Please be aware that this proposal is an expression of interest only, and we reserve the right to withdraw or modify our proposal in any manner.  No legal obligation with respect to a transaction shall arise unless and until execution of mutually acceptable definitive documentation.

In accordance with its legal obligations, M&F promptly will file an amendment to its Schedule 13D, including a copy of this letter.  We believe it is appropriate, as well, for us to issue a press release regarding our proposal prior to the opening of trading today.  A copy of our press release is attached for your information.

In connection with this proposal, we have engaged Moelis & Company as our financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP as our legal advisor, and we encourage the special committee to retain its own legal and financial advisors to assist it in its review.   We and our advisors look forward to working with the special committee and its advisors to complete a mutually acceptable transaction, and are available at your convenience to discuss any aspects of our proposal.

Should you have any questions, please do not hesitate to contact me.

Sincerely,

/s/ Barry F. Schwartz

Barry F. Schwartz

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EX-99

MacAndrews & Forbes Holdings

Proposes Merger Transaction in Order to Acquire

all M & F Worldwide Shares Not Owned by It

(New York, New York, June 13, 2011)—MacAndrews & Forbes Holdings Inc. ("M&F") today announced that it has proposed a transaction pursuant to which M & F Worldwide Corp. (NYSE: MFW) ("MFW" or the "Company") would be merged with a subsidiary of M&F and all outstanding shares of common stock of MFW not owned by M&F would be converted into the right to receive $24.00 in cash per share.  The proposed cash consideration represents a greater than 41% premium to the Company's closing share price on June 10, 2011.

M&F expects that the Company will appoint a special committee of independent directors to consider its proposal and make a recommendation to the Company's Board of Directors.  M&F anticipates that any ensuing transaction will be consummated pursuant to the terms of definitive transaction documents mutually acceptable to M&F and such special committee.  M&F will not move forward with any transaction unless it is approved by such special committee.  In addition, the transaction will be subject to a non-waivable condition requiring the approval of a majority of the shares of the Company not owned by M&F or its affiliates.

M&F owns approximately 43% of the outstanding shares of the Company's common stock.  In its letter to the MFW Board, M&F indicated that in its capacity as a stockholder of the Company it is interested only in acquiring additional shares of the Company and that in such capacity it has no interest in selling any of its shares (nor would it expect, in its capacity as a stockholder, to vote in favor of any alternative sale, merger or similar transaction involving the Company). If the special committee does not recommend or the public stockholders of the Company do not approve the proposed transaction, M&F would intend to remain as a long-term stockholder.

A copy of M&F's letter to the MFW Board is attached as an exhibit to Amendment No. 27 to M&F's Schedule 13D, which is being filed with the Securities and Exchange Commission ("SEC") today and once filed will be available at no charge on the SEC's website at www.sec.gov.

Additional Information and Where to Find It

An agreement in respect of the transaction described in this release has not yet been executed, and this release is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC should the proposed transaction go forward.  Any solicitation will only be made through materials filed with the SEC.  MFW stockholders are strongly advised to read such materials when they become available because they will contain important information about the transaction, M&F and M&F's executive officers and directors.  Once filed, these documents will be available at no charge on the SEC's website at www.sec.gov.

Cautionary Statement

Statements in this document represent the intentions, plans, expectations and beliefs of M&F and involve risks and uncertainties that could cause actual events to differ materially from the events described in this document, including risks or uncertainties related to whether the conditions to the proposed merger will be satisfied, and if not, whether the merger will be completed, as well as changes in general economic conditions, stock market trading conditions, tax law requirements or government regulation, and changes in the business or prospects of the Company. M&F wishes to caution the reader

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that these factors, as well as factors to be described in the Company's SEC filings with respect to the transaction, are among the factors that could cause actual events or results to differ materially from M&F's current expectations described herein.

About MacAndrews & Forbes Holdings Inc.

M&F is a private diversified holding company with interests in biotechnology, check printing and check related products and services, consumer products, defense, education, entertainment, financial services, gaming and other industries.

M&F is being advised by Moelis & Company and the law firm Skadden, Arps, Slate, Meagher & Flom LLP.

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