MoneyGram International, Inc. (Form: 8-K)  

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   November 3, 2008

MoneyGram International, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 1-31950 16-1690064
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1550 Utica Avenue South, Suite 100, Minneapolis, Minnesota   55416
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   952-591-3000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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Item 3.03 Material Modifications to Rights of Security Holders.

Third Amendment to Rights Agreement

On November 3, 2008, MoneyGram International, Inc. (the "Corporation") entered into the Third Amendment ("Amendment No. 3") 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, as amended. Amendment No. 3 accelerates the Final Expiration Date (as defined) of the Rights Agreement to the close of business on November 10, 2008. Amendment No. 3 is filed herewith as Exhibit 4.1.






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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    MoneyGram International, Inc.
          
November 5, 2008   By:   /s/ Teresa H. Johnson
       
        Name: Teresa H. Johnson
        Title: Executive Vice President, General Counsel and Secretary


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Exhibit Index


     
Exhibit No.   Description

 
4.1
  Third Amendment, dated as of November 3, 2008, to the Rights Agreement, dated as of June 30, 2004, by and between MoneyGram International, Inc. and Wells Fargo Bank, N.A., as Rights Agent.