As
filed with the Securities and Exchange Commission on February 12, 2008
File No. 001-31950
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10
Amendment No. 6
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
MoneyGram International, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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16-1690064 |
| (State or Other Jurisdiction of
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(I.R.S. Employer |
| Incorporation or Organization)
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Identification No.) |
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| 1550 Utica Avenue South |
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| Minneapolis, Minnesota
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55416 |
| (Address of Principal Executive Offices)
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(Zip Code) |
(952) 591-3000
(Registrant’s Telephone Number, Including Area Code)
Securities to be registered
pursuant to Section 12(b) of the Act:
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| Title of each class |
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Name of each exchange on which |
| to be so registered |
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each class is to be registered |
| Common Stock, par value $0.01 per share
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The New York Stock Exchange |
| Preferred Share Purchase Rights
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The New York Stock Exchange |
Securities to be registered
pursuant to Section 12(g) of the Act:
None
TABLE OF CONTENTS
Item 11. Description of Registrant’s Securities to be Registered
Item 11
of Form 10 filed by MoneyGram International, Inc., a Delaware
corporation (the “Corporation”)
on December 29, 2003, as amended on March 30, 2004, May 17, 2004, June 3, 2004, June 14, 2004, and
June 17, 2004, relating to Preferred Stock Purchase Rights is hereby amended to provide:
On
February 11, 2008, the Corporation entered into a Purchase Agreement (the “Purchase Agreement”)
among the Corporation, affiliates of Thomas H. Lee Partners, L.P.,
(“THL”) and
affiliates of Goldman, Sachs & Co. (“Goldman Sachs”) (each
of THL and Goldman Sachs referred to as an “Investor”). The Purchase Agreement provides for, among other
things, the purchase by the Investors in private placements of shares of common stock and preferred
stock of the Corporation, which, subject to the receipt of stockholder and regulatory approvals, are to
be exchanged for shares of certain other preferred stock of the
Corporation (“the Transaction”).
On February 11, 2008, in connection with entering into the Purchase Agreement, the Corporation
entered into the First Amendment (“Amendment No. 1”) to the Rights Agreement, dated as of June 30,
2004 (the “Rights Agreement”), by and between the Corporation and Wells Fargo Bank, N.A., as Rights
Agent. Amendment No. 1 supplements and adds certain definitions in the Rights Agreement and
provides, among other things, that no Investor nor any of its Affiliates or Associates shall be
deemed to be an Acquiring Person and that no Distribution Date or Shares Acquisition Date (as each such
term is defined in the Rights Agreement) shall be deemed to occur, in each case, solely by virtue
of the approval, execution or delivery of the Purchase Agreement or the Transaction.
The Rights Agreement is filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q, filed with
the Securities and Exchange Commission (the “Commission”) on August 13, 2004, and is incorporated
herein by reference. Amendment No. 1 is filed as Exhibit 4.1 to the Current Report on Form 8-K,
filed with the Commission on February 12, 2008, and is incorporated herein by reference. The
foregoing descriptions of the Rights Agreement and Amendment No. 1 do not purport to be complete
and are qualified in their entirety by reference to such exhibits.
Item 15. Financial Statements and Exhibits
(b) Exhibits. The following documents are filed as exhibits hereto:
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| Exhibit No. |
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Exhibit Description |
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4.1 |
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First Amendment, dated as of February 11, 2008, to the Rights
Agreement, dated as of June 30, 2004, by and between MoneyGram
International, Inc. and Well Fargo Bank, N.A., as Rights Agent
(incorporated by reference to Exhibit 4.1 to the MoneyGram
International, Inc. Current Report on Form 8-K dated February 12, 2008). |
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