AMENDMENT NO.5 TO FORM 10
 

As filed with the Securities and Exchange Commission on June 17, 2004
File No. 001-31950

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10

Amendment No. 5

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)

     
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)		   16-1690064
(I.R.S. Employer
Identification No.)
 
1550 Utica Avenue South
Minneapolis, Minnesota
(Address of Principal Executive Offices)		  
55416
(Zip Code)

(952) 591-3000

(Registrant’s Telephone Number, Including Area Code)

Securities to be registered

pursuant to Section 12(b) of the Act:
     
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, par value $0.01 per share
  The New York Stock Exchange
Preferred Share Purchase Rights
  The New York Stock Exchange

Securities to be registered

pursuant to Section 12(g) of the Act:

None

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND
ITEMS OF FORM 10
 
Item 1. Business

      The information required by this item is contained under the sections “Summary,” “Risk Factors,” “Unaudited Pro Forma Consolidated Financial Information of MoneyGram International, Inc.,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Viad Corp,” “Business of MoneyGram” and “Relationship between New Viad and MoneyGram” of this information statement. Those sections are incorporated herein by reference.

 
Item 2. Financial Information

      The information required by this item is contained under the sections “Summary,” “Risk Factors,” “Capitalization of Viad Corp,” “Unaudited Pro Forma Consolidated Financial Information of MoneyGram International, Inc.,” “Selected Historical Consolidated Financial and Other Data of Viad Corp,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Viad Corp” and “Viad Corp Consolidated Financial Statements” of this information statement. Those sections are incorporated herein by reference.

 
Item 3. Properties

      The information required by this item is contained under the section “Business of MoneyGram — Facilities” of this information statement. That section is incorporated herein by reference.

 
Item 4. Security Ownership of Certain Beneficial Owners and Management

      The information required by this item is contained under the sections “Management of MoneyGram — Stock Ownership of Directors and Executive Officers” and “Security Ownership of Certain Beneficial Owners and Management of MoneyGram” of this information statement. Those sections are incorporated herein by reference.

 
Item 5. Directors and Executive Officers

      The information required by this item is contained under the section “Management of MoneyGram” of this information statement. That section is incorporated herein by reference.

 
Item 6. Executive Compensation

      The information required by this item is contained under the section “Management of MoneyGram” of this information statement. That section is incorporated herein by reference.

 
Item 7. Certain Relationships and Related Transactions

      The information required by this item is contained under the sections “Management of MoneyGram” and “Relationship between New Viad and MoneyGram” of this information statement. Those sections are incorporated herein by reference.

 
Item 8. Legal Proceedings

      The information required by this item is contained under the section “Business of MoneyGram — Legal Proceedings” of this information statement. That section is incorporated herein by reference.

 

 
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

      The information required by this item is contained under the sections “Summary,” “Risk Factors,” “The Spin-Off,” “Capitalization of Viad Corp,” “Dividend Policy of MoneyGram,” “Business of MoneyGram,” “Management of MoneyGram” and “Description of Capital Stock of MoneyGram” of this information statement. Those sections are incorporated herein by reference.

 
Item 10. Recent Sales of Unregistered Securities

      None.

 
Item 11. Description of Registrant’s Securities to Be Registered

      The information required by this item is contained under the sections “Management of MoneyGram” and “Description of Capital Stock of MoneyGram” of this information statement. Those sections are incorporated herein by reference.

 
Item 12. Indemnification of Directors and Officers

      The information required by this item is contained under the section “Indemnification of Directors and Officers of MoneyGram and New Viad” of this information statement. That section is incorporated herein by reference.

 
Item 13. Financial Statements and Supplementary Data

      The information required by this item is contained under the sections “Capitalization of Viad Corp,” “Unaudited Pro Forma Consolidated Financial Information of MoneyGram International, Inc.,” “Selected Historical and Consolidated Financial and Other Data of Viad Corp,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Viad Corp” and “Viad Corp Consolidated Financial Statements” of this information statement. Those sections are incorporated herein by reference.

 
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

      The information required by this item is contained under the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Viad Corp” of this information statement. This section is incorporated herein by reference.

 
Item 15. Financial Statements and Exhibits

      (a) Financial Statements

      The information required by this item is contained under the section “Viad Corp Consolidated Financial Statements,” beginning on page

F-1 of this information statement. That section is incorporated herein by reference.

 

      (b) Exhibits

      The following documents are filed as exhibits hereto:

         
Exhibit
Number Description
  2.1     Form of Separation and Distribution Agreement.+
  3.1     Form of Amended and Restated Certificate of Incorporation.+
  3.2     Form of Amended and Restated Bylaws.+
  4.1     Form of Specimen Certificate for MoneyGram Common Stock.+
  4.2     Form of Preferred Share Purchase Rights Agreement between MoneyGram International, Inc. and Wells Fargo Bank, N.A. as Rights Agent.+
  4.3     Form of Certificate of Designations of Series A Junior Participating Preferred Stock.+
  10.1     Form of Employee Benefits Agreement.+
  10.2     Form of Tax Sharing Agreement.+
  10.3     Form of Interim Services Agreement.+
  10.4     Form of MoneyGram International, Inc. 2004 Omnibus Incentive Plan.+
  10.5     Form of Indemnification Agreement between MoneyGram International, Inc. and Directors of MoneyGram International, Inc.+
  10.6     MoneyGram International, Inc. Management Incentive Plan.+
  10.7     MoneyGram International, Inc. Deferred Compensation Plan.+
  10.8     MoneyGram International, Inc. Tier I Executive Severance Plan.+
  10.9     MoneyGram International, Inc. Tier II Executive Severance Plan.+
  10.10     MoneyGram International, Inc. Supplemental 401(k) Plan.+
  10.11     Travelers Express Company, Inc. Supplemental Pension Plan.+
  10.12     MoneyGram International, Inc. Deferred Compensation Plan for Directors.+
  10.13     Description of MoneyGram International, Inc. Director’s Matching Gift Program.+
  10.14     Director’s Charitable Award Program.+
  10.15     Amended and Restated Employment Agreement, dated as of June 1, 2004, by and between Robert H. Bohannon and Viad Corp.+
  14.1     MoneyGram International, Inc. Code of Ethics.+
  21.1     Subsidiaries of MoneyGram International, Inc.+
  99.1     Information Statement.

+  Previously filed.

 

SIGNATURE

      Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

  MONEYGRAM INTERNATIONAL, INC.

  By:  /s/ PHILIP W. MILNE
______________________________________
Name: Philip W. Milne
Title: President and Chief Executive Officer

June 17, 2004