sch13da.htm

0001341004-09-000167.txt : 20090122 0001341004-09-000167.hdr.sgml : 20090122 20090122170819 ACCESSION NUMBER: 0001341004-09-000167 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090122 DATE AS OF CHANGE: 20090122 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: M & F WORLDWIDE CORP CENTRAL INDEX KEY: 0000945235 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 020423416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46325 FILM NUMBER: 09539760 BUSINESS ADDRESS: STREET 1: 35 E 62ND ST CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2125728600 MAIL ADDRESS: STREET 1: 35 EAST 62ND STREET CITY: NEW YORK STATE: NY ZIP: 10021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: M & F WORLDWIDE CORP CENTRAL INDEX KEY: 0000945235 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 020423416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 35 E 62ND ST CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2125728600 MAIL ADDRESS: STREET 1: 35 EAST 62ND STREET CITY: NEW YORK STATE: NY ZIP: 10021 SC 13D/A 1 sch13da.htm AMENDMENT NO. 26 sch13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 26) *

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)

January 20, 2009

_________________________________________________________________________

(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. [ ]

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).

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 WC
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 8,194,000
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 8,194,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,194,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
13.	Percent of Class Represented by Amount in Row (11) 42.38%
14.	Type of Reporting Person CO

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 WC
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) 37.49%
14.	Type of Reporting Person OO

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 WC
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 946,000
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 946,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 946,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
13.	Percent of Class Represented by Amount in Row (11) 4.89%
14.	Type of Reporting Person OO

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 November 29, 2007 and Amendment No. 25 thereto dated June 16, 2008 (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 2. Identity and Background.

Item 2 is hereby amended by adding the following at the end thereof:

(a)-(c) A restated Schedule I, which includes the identity, business address and occupation or employment information for the directors of MacAndrews & Forbes Holdings and the executive officers of each of the Reporting Persons, is attached hereto.

Each of the persons named on Schedule I (the “Schedule I Persons”) is a United States citizen. During the last five years, none of the Reporting Persons or the Schedule I Persons has (i) been convicted in a criminal proceeding (excluding minor traffic violations or similar misdemeanors), or (ii) been a party to 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 violations with respect to such laws.

Item 4. Purpose of Transaction.

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

(a)-(j) As previously disclosed in Amendment No. 22 to the Schedule 13D, depending on market conditions and other factors, MacAndrews & Forbes Holdings and its affiliates may seek to acquire additional shares of Common Stock through open market purchases, block purchases or otherwise.

On January 20, 2009, the Company and MacAndrews & Forbes Holdings entered into a Stockholders Agreement (the “Agreement”).

Pursuant to the Agreement, MacAndrews & Forbes Holdings agreed to provide advance notice and make certain representations and warranties to the Company, in the event of certain future acquisitions of Common Stock of the Company. MacAndrews & Forbes Holdings also represented and warranted to the Company that, among other things, as of the date of the Agreement, the intentions of MacAndrews & Forbes Holdings regarding future acquisitions of the Company’s Common Stock are as disclosed in Amendment No. 22 to the Schedule 13D. In addition, MacAndrews & Forbes Holdings agreed that, so long as the Company has public equity securities outstanding, MacAndrews & Forbes Holdings will use best efforts to assure that the Company will continue to maintain a Board of Directors comprised of a majority of independent directors (under applicable stock exchange rules) and nominating and compensation committees comprised solely of independent directors.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 31 hereto and is incorporated herein by reference.

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 September 30, 2008, there were 19,333,931 shares of Common Stock outstanding. Holdings One beneficially owns 7,248,000 shares of Common Stock, representing approximately 37.49% of the Common Stock outstanding. Holdings Two beneficially owns 946,000 shares of Common Stock, representing approximately 4.89% of the Common Stock outstanding. MacAndrews & Forbes Holdings may be deemed to have beneficial ownership of 8,194,000 shares of Common Stock (representing approximately 42.38% 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 946,000 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 200,000 shares of Common Stock representing approximately 1.0% 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.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended by adding the following at the end hereof:

As described under Item 4, on January 20, 2009, the Company and MacAndrews & Forbes Holdings entered into the Agreement. A copy of the Agreement is attached hereto as Exhibit 31 and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

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

Exhibit 31

Stockholders Agreement, dated January 20, 2009, by and between M & F Worldwide Corp. and MacAndrews & Forbes Holdings Inc.

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: January 22, 2009	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

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF

MACANDREWS & FORBES HOLDINGS INC., MFW HOLDINGS ONE LLC

AND MFW HOLDINGS TWO LLC

The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors of MacAndrews & Forbes Holdings Inc. and the executive officers of each of the Reporting Persons, are set forth below. If no business address is given, the director's or officer's address is MacAndrews & Forbes Holdings Inc., 35 East 62nd Street, New York, New York 10021.

MACANDREWS & FORBES HOLDINGS INC.

Name and Position

(if different from	Present Principal
Principal Occupation	Occupation or Employment
or Employment)	and Address
-------------------------	------------------------------------------------
Ronald O. Perelman	Director, Chairman and Chief Executive Officer
	of MacAndrews & Forbes Holdings Inc.

Barry F. Schwartz	Executive Vice Chairman
	of MacAndrews & Forbes Holdings Inc.

Michael Mitchell	Executive Vice President and General Counsel
	of MacAndrews & Forbes Holdings Inc.

Paul G. Savas	Executive Vice President and Chief Financial Officer
	of MacAndrews & Forbes Holdings Inc.

MFW HOLDINGS ONE LLC

Name and Position

(if different from	Present Principal
Principal Occupation	Occupation or Employment
or Employment)	and Address
-------------------------	------------------------------------------------
Barry F. Schwartz	Executive Vice Chairman
	of MFW Holdings One LLC

Michael Mitchell	Executive Vice President and General Counsel
	of MFW Holdings One LLC

Paul G. Savas

Executive Vice President of MFW Holdings One LLC

MFW HOLDINGS TWO LLC

Name and Position

(if different from	Present Principal
Principal Occupation	Occupation or Employment
or Employment)	and Address
-------------------------	------------------------------------------------
Barry F. Schwartz	Executive Vice Chairman
	of MFW Holdings Two LLC

Michael Mitchell	Executive Vice President and General Counsel
	of MFW Holdings Two LLC

Paul G. Savas

Executive Vice President of MFW Holdings Two LLC

EXHIBIT INDEX

Exhibit Number	Document
Exhibit 31	Stockholders Agreement, dated January 20, 2009, by and between M & F Worldwide Corp. and MacAndrews & Forbes Holdings Inc.

EX-99 2 exhibit31.htm STOCKHOLDERS AGREEMENT exhibit31.htm

Exhibit 31

M &F WORLDWIDE CORP.

STOCKHOLDERS AGREEMENT

Stockholders Agreement, dated as of this 20th day of January 2009 (this “Agreement”), by and between MacAndrews & Forbes Holdings Inc., a Delaware corporation (“MacAndrews”), and M&F Worldwide Corp., a Delaware corporation (the “Company”). Certain terms used in this Agreement are defined in Section 4 hereof.

R E C I T A L S

WHEREAS, MacAndrews, through two wholly owned subsidiaries, currently beneficially owns approximately 42% of the Company’s Common Stock; and

WHEREAS, MacAndrews and the Company desire to promote their mutual interests by agreeing to certain matters relating to potential future acquisitions of Common Stock by MacAndrews and related matters.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:

1. REPRESENTATIONS AND WARRANTIES

MacAndrews, on behalf of itself and its sole stockholder, hereby represents and warrants to the Company that (x) its current intentions regarding future acquisitions of Common Stock are as set forth in Amendment No. 22 to MacAndrews’ Schedule 13D, which states that, depending on market conditions and other factors, MacAndrews may seek to acquire additional shares of Common Stock through open market purchases, block purchases or otherwise and (y) in light of such current intentions, it is not required at this time to make any additional disclosure pursuant to either Rule 13d-5 or Rule 13e-3 under the Securities Exchange Act of 1934.

2. COVENANTS

(a) Subject to Section 2(b), MacAndrews agrees, on behalf of itself and its Affiliates, not to acquire beneficial ownership of any shares of Common Stock such that its beneficial ownership of the Common Stock would exceed 45% (or further increase such beneficial ownership above 45%) of the outstanding Common Stock, without providing the Company and the Board with three Business Days prior written notice of such proposed acquisition, together with an update, if any, as to its current intent regarding acquisitions of additional shares of Common Stock and, except as may be described in an amendment to MacAndrews’ Schedule 13D, confirming the representations and warranties in Section 1 above as of such date (“Section 2A Notice”). In addition, (1) MacAndrews agrees to promptly provide the Company and the Board with a Section 2A Notice to the extent that it has knowledge of an acquisition or pending acquisition of shares of Common Stock by any of its Public Affiliates and (2) MacAndrews agrees, on behalf of itself and its Affiliates, not to acquire beneficial ownership of any shares of Common Stock such that its beneficial ownership of the Common Stock would exceed 45% (or further increase such beneficial ownership above 45%) of the outstanding Common Stock from such time as it has knowledge of an acquisition or pending acquisition of

shares of Common Stock by any of its Public Affiliates until at least three Business Days after delivery of the Section 2A Notice pursuant to the preceding clause (1).

(b) The provisions of Section 2(a) shall not apply to (i) equity-based compensation awards (including stock option grants, restricted stock grants and pursuant to the exercise of stock options granted) that, in each case, were approved by the Company’s compensation committee or the Board in respect of service on the Board or any committee thereof or (ii) acquisitions of shares pursuant to any stock split or stock dividend effected by the Company.

(c) As long as the Company has public equity securities (including the Common Stock) outstanding, MacAndrews will use its best efforts to assure that the Company will continue to maintain a Board comprised of a majority of Independent Directors as well as nominating and compensation committees comprised solely of Independent Directors, in accordance with NYSE listing rules for non-controlled companies.

(d) Prior to Transferring any shares of Common Stock to any Affiliate, MacAndrews agrees to cause such Transferee to agree in writing to be bound by the provisions of this Agreement applicable to MacAndrews.

3. TERMINATION. The Agreement shall terminate:

(a) at such time as MacAndrews, together with its Affiliates, beneficially own less than 20% of the Common Stock; and

(b) on the date that MacAndrews and the Company shall have agreed in writing to terminate this Agreement, provided that such termination is approved by a majority of the Independent Directors of the Company or a committee of the Board comprised solely of Independent Directors.

4. INTERPRETATION OF THIS AGREEMENT

(a) Terms Defined. As used in this Agreement, the following terms have the respective meaning set forth below:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such first Person. The terms “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise; provided, however, that for purposes of Section 2(a) of this Agreement, Affiliate shall not include any Public Affiliate.

“beneficial ownership” or “beneficially own” are used within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act, provided that a Person shall be deemed to beneficially own any securities that such Person has the right to acquire, without regard to the 60-day time period in Rule 13d-3(d)(1)(i).

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“Board” means the board of directors of the Company.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.

“Common Stock” means the Company’s authorized shares of common stock, par value $0.01 per share, and any stock into which such common stock may hereafter be converted, changed or reclassified.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Independent Directors” means directors of the Company who satisfy the criteria for “independent director” under the rules of the New York Stock Exchange or any other principal stock exchange on which the Common Stock is listed. Without limiting the foregoing, Independent Directors shall not include any Person affiliated with MacAndrews or any of its Affiliates (provided that, for the avoidance of doubt, persons who serve only as consultants of MacAndrews or any of its Affiliates shall not be considered an affiliate of MacAndrews by virtue of such relationship) or, with respect to any specific vote or other decision, any director who has recused him or herself from the vote of the Board (or committee thereof) with respect to such vote or other decision.

“Person” means an individual, partnership, joint-stock company, corporation, limited liability company, trust or unincorporated organization, and a government or agency or political subdivision thereof.

“Public Affiliate” means any Affiliate that has public equity securities outstanding.

“SEC” means Securities and Exchange Commission.

“Transfer” means, with respect to any Common Stock, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Common Stock or any participation or interest therein, whether directly or indirectly, or permit, agree or commit to do, any of the foregoing, and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation or other transfer of such Common Stock or any participation or interest therein, or any agreement or commitment to do any of the foregoing.

(b) Capacity. All agreements and understandings made herein shall be made solely in MacAndrews’ capacity as a direct or indirect stockholder of the Company and shall not affect any of its Affiliates’ actions solely in such Person’s capacity as a director or officer of the Company.

(c) Directly or Indirectly. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. Without limiting the foregoing, MacAndrews agrees to cause MFW Holdings One LLC and MFW Holdings Two LLC to comply with this Agreement as if they were a party hereto.

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(d) Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

(e) Other Interpretative Provisions. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement, unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereby,” “herein,” “hereof,” “hereto,” “hereunder” and words of similar import refer to this Agreement as a whole and not merely to the specific section, paragraph or clause in which such word appears. References in the singular shall be deemed to include references in the plural as appropriate.

5. MISCELLANEOUS

(a) Notices.

(i) All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or by facsimile or electronic mail, upon confirmation of receipt or (b) on the second Business Day after delivery to Federal Express or similar express courier or the Express Mail service maintained by the United States Postal Service specifying two (2) Business Day or sooner delivery. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice (or at such other address for a party as shall be specified in a notice given in accordance with this Section 5(a)):

(A) if to MacAndrews, at 35 East 62 Street, New York, NY 10065, Attn: Michael W. Mitchell (facsimile: (212) 572-5151; e-mail: mmitchell@mafgrp.com), with a copy to Skadden, Arps, Slate Meagher & Flom L.L.P., Four Times Square, New York, New York, 10036; Attention Franklin M. Gittes and Alan C. Myers (facsimile: 917.777.3760, 917.777.3780; email: franklin.gittes@skadden.com, alan.myers@skadden.com), or at such other address as MacAndrews may have furnished the Company in writing;

(B) if to the Company or the Board c/o the Company at 35 East 62nd Street, New York, NY 10065, Attn: Chief Legal Officer (facsimile: (212) 572-5151, e-mail: sfasman@mafgrp.com), with a copy to Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, NY 10019, Attn: Benito Romano and Jeffrey S. Hochman (facsimile: (212) 728-8111; e-mail: bromano@willkie.com, jhochman@willkie.com), and to the Chairman of each of the Audit and Governance Committees at their addresses as set forth in the books and records of the Company, or at such other address or addresses as it may have furnished in writing to MacAndrews.

(b) Injunctive Relief. The Company and MacAndrews hereby acknowledge that it is impossible to measure in money the damages which will accrue to the Company by

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reason of the failure of MacAndrews to perform any of its obligations set forth in this Agreement. Therefore, the Company shall have the right to specific performance of such obligations, and if the Company shall institute any action or proceeding to enforce the provisions hereof, MacAndrews hereby waives the claim or defense that the Company has an adequate remedy at law.

(c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.

(d) Parties in Interest. This Agreement shall be binding upon, inure solely to the benefit of, and be enforceable by, the parties hereto and their successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person not a party hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(e) Entire Agreement; Amendment and Waiver.

(i) This Agreement constitutes the entire understanding of the parties hereto relating to the subject matter hereof and supersedes all prior understandings between such parties relating to the subject matter hereof.

(ii) Neither the failure nor any delay by any party hereto in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged by any party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by such party, (b) no waiver that may be given by any party will be applicable except in the specific instance for which it is given and (c) no notice to or demand on a party will be deemed to be a waiver of any obligation of such party and no notice from or demand by a party will be deemed to be a waiver of such party’s right to take further action without notice or demand as provided in this Agreement.

(iii) This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of each of MacAndrews and the Company; provided, however, that any such amendment or waiver must be approved on behalf of the Company by a majority of the Independent Directors of the Company or a committee of the Board comprised solely of Independent Directors.

(f) Governing Law, Jurisdiction; Waiver Of Jury Trial.

(i) This Agreement shall be construed, performed and enforced in accordance with, and governed by, the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof. Each of the parties hereto irrevocably elects as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent to the exclusive jurisdiction of, the state and federal courts of the State of Delaware, New Castle County.

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(ii) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE ISSUES NOT WELL SUITED TO DETERMINATION BY A JURY, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5(f).

(g) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.

(h) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement as of the date first above written.

M&F WORLDWIDE CORP.


By:	/s/ Steven L. Fasman
	Name:	Steven L. Fasman
	Title:	Senior Vice President and Chief Legal Officer



MACANDREWS & FORBES HOLDINGS INC.


By:	/s/ Michael W. Mitchell
	Name:	Michael W. Mitchell
	Title:	Executive Vice President and General Counsel

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