-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DT008YhF1xGURSvHMOUarWGq0u6fBkb/AMoyJklzPSGh9kOcYEXZ+kE0J9/WZ5jy kW84e/F+aj9vwiGRGN+7DQ== 0001179110-08-006884.txt : 20080401 0001179110-08-006884.hdr.sgml : 20080401 20080401182857 ACCESSION NUMBER: 0001179110-08-006884 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080328 FILED AS OF DATE: 20080401 DATE AS OF CHANGE: 20080401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MONEYGRAM INTERNATIONAL INC CENTRAL INDEX KEY: 0001273931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 161690064 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1550 UTICA AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 9525913000 MAIL ADDRESS: STREET 1: 1550 UTICA AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55416 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEE THOMAS H ADVISORS LLC CENTRAL INDEX KEY: 0001260943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 08730822 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 4 1 edgar.xml FORM 4 - X0202 4 2008-03-28 0 0001273931 MONEYGRAM INTERNATIONAL INC MGI 0001260943 LEE THOMAS H ADVISORS LLC C/O THOMAS H. LEE PARTNERS, LP 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 0 0 1 0 Series B Participating Convertible Preferred Stock 2.50 2008-03-28 4 S 0 10000 1000 D Common Stock 4000000 485000 I Please see footnote 3. Series B Participating Convertible Preferred Stock 2.50 2008-03-31 4 S 0 5428.962 1000 D Common Stock 2171584.8 479571.038 I Please see footnote 3. Series B Participating Convertible Preferred Stock 2.50 2008-03-31 4 P 0 2702.978 1000 A Common Stock 1081191.2 482274.016 I Please see footnotes 3 and 6. The Series B Participating Convertible Preferred Stock is convertible at any time at the holder's election, provided that prior to the Voting Date (as defined below), the holder's conversion rights are limited to the extent such conversion would entitle the holder, together with other certain parties, to vote a number of shares of common stock that would exceed the number of shares to which the holder, together with certain other parties, is entitled without any prior notice and/or approval under the laws relating to money transmission/the sale of checks of any state. The "Voting Date" is the earlier of (i) the date all applicable state regulatory approvals for the acquisition by the holder of control of the Issuer have been obtained, or (ii) such other date requested in writing by the holder on or after 6/15/2008. The regulatory approvals referenced in clause (i) of the immediately preceding sentence are actively being sought and may be obtained within 60 days of the da te hereof. The Series B Participating Convertible Preferred Stock has no expiration date. The reporting person is the general partner of Thomas H. Lee Partners, L.P., which is the manager of THL Equity Advisors VI, LLC, which, in turn, is the general partner of Thomas H. Lee Equity Fund VI, L.P. ("Equity"), Thomas H. Lee Parallel Fund VI, L.P. ("Parallel"), and Thomas H. Lee Equity Parallel (DT) Fund VI, L.P. ("DT", and together with Equity and Parallel, the "Funds"). As such, the reporting person may be deemed to beneficially own the shares of the Issuer owned directly by each of the Funds. The reporting person disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. On March 31, 2008, Parallel and DT sold an aggregate of 5,428.962 shares of Series B Participating Convertible Preferred Stock of the Issuer to various affiliates of the Funds for the stated consideration. On March 31, 2008, in connection with the sale of shares described in Footnote (4), THL Equity Fund VI Investors (MoneyGram), L.P. ("Investors"), THL Coinvestment Partners, L.P. ("Coinvest") and THL Operating Partners, L.P. ("Operating") purchased an aggregate of 2,702.978 shares of Series B Participating Convertible Preferred Stock for the stated consideration. Thomas H. Lee Partners, L.P. is also the general partner of Investors, Coinvest and Operating. As such, the reporting person may be deemed to beneficially own the shares of the Issuer owned directly by each of the Funds, Coinvest and Operating. The reporting person disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. /s/ Charles P. Holden 2008-04-01 -----END PRIVACY-ENHANCED MESSAGE-----