SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)
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)
September 14, 2004
(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. |_|
CUSIP No. 015404106 13D Page 2 of 5 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
McCash Family Limited Partnership
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
7,671,331 Shares (includes 5,149,769 shares subject to
Warrants which are currently exercisable or which will
become exercisable within 60 days of September 14,
2004).
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 7,671,331 Shares (includes 5,149,769 shares subject to
WITH Warrants which are currently exercisable or which will
become exercisable within 60 days of September 14,
2004).
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,671,331 Shares (includes 5,149,769 shares subject to
Warrants which are currently exercisable or which will
become exercisable within 60 days of September 14,
2004).
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 5
Item 1. Security and Issuer: This statement relates to the Common Stock of
Alfacell Corporation, a corporation organized under the laws of the
State of Delaware. The principal business address of the Issuer is:
225 Belleville Avenue, Bloomfield, NJ 07003
Item 2. Identity and Background
(a) This statement is being filed by the McCash Family Limited
Partnership. A limited partnership formed under the laws of
the State of Wisconsin.
(b) The principal address of the Reporting Entity is: N3810 S.
Grand Oak Drive, Iron Mountain, MI 49801
(c) James O. McCash, Colleen A. Lowe, Corinne M. Champagne, Mary
M. Thompson, Michael J. McCash and David J. McCash are all the
General and Limited Partners of the Reporting Entity (the
"Partners"). Michael J. McCash is the Managing Partner of the
Reporting Entity. All the Partners are citizens of the United
States of America. The principal occupation or employment of
Colleen A. Lowe is Nurse Practitioner with a principal address
of University of Utah Hospital, Division of Urology, 50 N.
Medical Drive, Salt Lake City, Utah, 84132. The principal
occupation or employment of Mary M. Thompson is Warden with a
principal address of State of Wisconsin Department of
Corrections, 5140 County Highway M, Oregon, Wisconsin 53575.
The principal occupation or employment of Michael J. McCash is
Manager Estimating Group Industrial Controls Division with a
principal address of MJ Electric Inc., 200 W. Frank Pipp
Drive, Iron Mountain, Michigan 49801. The principal occupation
or employment of David J. McCash is Financial Advisor with a
principal address of Morgan Stanley, 220 E. Ludington, Iron
Mountain, Michigan 49801. James O. McCash and Corinne M.
Champagne are not employed.
(d) During the last five years, none of the Partners has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, none of the Partners was a party
of a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The McCash Family Limited Partnership is a limited partnership
formed under the laws of the State of Wisconsin.
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.
Page 4 of 5
The James O. McCash Trust (the "Trust") held three Convertible
Notes that when due convert into Common Stock and Warrants of the
Issuer. On September 14, 2004, a Convertible Note with a principal
amount of $100,000 came due and converted into 320,157 shares of
Common Stock and 420,157 shares subject to Warrants. 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.
Item 4. Purpose of Transaction: The Reporting Entity has acquired shares of
Common Stock and Warrants to purchase Common Stock of the Issuer for
investment purposes. The Reporting Entity reserves the right to sell
shares of the Common Stock or to acquire additional shares of the
Common Stock in an open market transaction or otherwise. As of the
date hereof, the Reporting Entity does not have any specific plans
or proposals for any strategic corporate transactions related to the
Issuer.
Item 5 (a) Interest in Securities of the Issuer: Interest in Securities
of the Issuer. Based upon information provided by the Issuer
34,668,042 shares of Common Stock were outstanding as of
September 14, 2004. As of September 14, 2004, the Reporting
Entity beneficially owned an aggregate of 7,671,331 shares of
Common Stock, or 19.3% of the outstanding shares of Common
Stock.
(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 7,671,331 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.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer: Not applicable.
Item 7. Material to be Filed as Exhibits: Not applicable.
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: September 21, 2004
MCCASH FAMILY LIMITED PARTNERSHIP
By: /s/ Michael J. McCash
---------------------------------
Signature
Michael J. McCash
Name
Managing Partner
Title