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):   August 17, 2006

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 1.01 Entry into a Material Definitive Agreement.

On August 17, 2006, upon recommendation of the Human Resources Committee, the Board of Directors of MGI adopted an amendment to the MoneyGram International, Inc. Executive Compensation Trust (the "Trust") in order to designate the MoneyGram International, Inc. Supplemental Executive Retirement Plan as a covered plan under the Trust. In November 2005, the Board of Directors adopted the Trust in order to provide a funding mechanism for MGI’s obligations under the MoneyGram International, Inc. Deferred Compensation Plan for Employees. The First Amendment to the Trust is filed herewith as Exhibit 99.01.





Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) On August 17, 2006, Robert H. Bohannon, Chairman of the Board of Directors, tendered his resignation effective December 31, 2006. As a result of Mr. Bohannon’s resignation, the Board of Directors appointed Philip W. Milne, MGI’s President and Chief Executive Officer, as Chairman of the Board of Directors effective January 1, 2007. A copy of the press release announcing the resignation of Mr. Bohannon and appointment of Mr. Milne is furnished herewith as Exhibit 99.02.

(d) On August 17, 2006, upon recommendation of the Corporate Governance and Nominating Committee, the Board of Directors of MGI elected a new director, Monte E. Ford. There are no arrangements or understandings between Mr. Ford and MGI or any other persons pursuant to which Mr. Ford was selected as a director. It is expected that Mr. Ford will become a member of one or more committees of the Board of Directors. The determination of such committee memberships will be made at the regularly scheduled meeting of the Board of Directors to be held in November 2006 and will be disclosed in an amendment to this Form 8-K filed by MGI following such determination. There are no relationships or related transactions between MGI and Mr. Ford of the type required to be disclosed under Item 404(a) of Regulation S-K. In accordance with MGI’s bylaws, the Board fixed the number of directors at twelve. Accordingly, following the election of Mr. Ford, the Board is comprised of twelve members. A copy of the press release announcing the election of Mr. Ford is furnished herewith as Exhibit 99.03.





Item 8.01 Other Events.

On August 17, 2006, MGI issued a press release announcing the declaration of a quarterly dividend of $0.04 per share on its common stock, payable on October 2, 2006 to stockholders of record at the close of business on September 15, 2006. The press release also announced the approval by the Board of Directors of a small stockholder selling/purchasing program. The press release announcing the dividend and selling/purchasing program is furnished herewith as Exhibit 99.04.






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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.
          
August 22, 2006   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

 
99.01
  First Amendment to the MoneyGram International, Inc. Executive Compensation Trust
99.02
  Press Release dated August 17, 2006 Announcing the Resignation of Robert H. Bohannon as Chairman of the Board and the Appintment of Philip W. Milne
99.03
  Press Release dated August 17, 2006 Announcing the Election of Monte E. Ford as a Director
99.04
  Press Release dated August 17. 2006 Announcing Quarterly Dividend and Small Stockholder Selling/Purchasing Program

Exhibit 99.01

FIRST AMENDMENT

OF

MONEYGRAM INTERNATIONAL, INC.

EXECUTIVE COMPENSATION TRUST AGREEMENT

This First Amendment of MoneyGram International, Inc. Executive Compensation Trust (the “First Amendment”) is made and entered into as of this       day of       , 2006 (the “Effective Date”) by and among MoneyGram International, Inc., a Delaware Corporation (the “Corporation”) and Wells Fargo Bank, N.A. (the “Trustee”).

RECITALS

WHEREAS, the Corporation and the Trustee are parties to that certain MoneyGram International, Inc., Executive Compensation Trust Agreement (the “Agreement”), effective November 17, 2005; and

WHEREAS, the Agreement establishes a trust (the “Trust”) to provide a source for payments required to be made under certain of the Corporation’s plans, as set forth on Exhibit A of the Agreement; and

WHEREAS, the Corporation would like to add an additional plan to Exhibit A of the Agreement to be covered by the Trust; and

WHEREAS, pursuant to Section 11 of the Agreement, the Agreement may be amended by a written instrument executed by the Corporation and the Trustee.

AGREEMENT

In consideration of the following terms and conditions, the parties agree as follows:

  1.   Recitals. The foregoing Recitals are true and are incorporated herein.

  2.   Amendment. Exhibit A to the Agreement shall be amended and restated to include the MoneyGram International, Inc. Supplemental Executive Retirement Plan as a covered plan under the Trust.

  3.   Interpretation of First Amendment. In the event of any conflict between the Agreement and this First Amendment, the terms of this First Amendment shall control. Except as expressly amended, supplemented or modified by this First Amendment, the Agreement shall continue in full force and effect. All capitalized terms contained in this First Amendment, unless specifically defined herein, shall have the meaning ascribed to them in the Agreement. This First Amendment shall bind and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.

IN WITNESS WHEREOF, the Corporation and the Trustee have executed this First Amendment to the Agreement as of the date first above written.

MONEYGRAM INTERNATIONAL, INC .

By:      
Name:
Title:

WELLS FARGO BANK, N.A., Trustee

By:      
Name:
Title:

By:      
Name:
Title:

AMENDED AND RESTATED
EXHIBIT A

MoneyGram International, Inc. Deferred Compensation Plan (f/k/a/ MoneyGram International, Inc. Supplemental 401(k) Plan.

MoneyGram International, Inc. Supplemental Executive Retirement Plan

Exhibit 99.02

News Release Contact: Cathy Rebuffoni
952-591-3335
crebuffoni@moneygram.com

Bohannon To Step Down As Chairman of MoneyGram International;
Milne Designated Chairman-Elect

Minneapolis, Minn., Aug. 17, 2006 – Robert H. Bohannon, chairman of MoneyGram International, Inc.(NYSE:MGI), advised the company’s board of directors today that, as has been contemplated since the company’s emergence as an independent entity in 2004, he would step down as chairman and a member of the board effective Dec. 31, 2006.

In commenting on his decision, Bohannon said, “I am very pleased with MoneyGram’s progress since its spin-off to the stockholders of its former parent. Under the terrific leadership of Phil Milne, who has served as president and chief executive officer of the company since 1996, and his extraordinarily productive management group, MoneyGram today enjoys a very strong financial and operating condition. Such being the case, it is time to execute the final stage of our management transition plan by transferring to Phil the additional responsibilities related to the office of chairman of the board. Accordingly, I have recommended and the board has approved the designation of Phil Milne as chairman, president and chief executive officer of MoneyGram, effective Jan. 1, 2007. I am very confident that under Phil’s enlightened guidance, the company will continue to prosper and grow in future periods.”

Jess Hay, the company’s lead director, commended Bohannon’s service, first as CEO of MoneyGram from 1993 to 1996, and then as its chairman since 1996. “Bob has provided exceptional leadership and has contributed immeasurably to MoneyGram’s progression to its current status as an independent and premier provider of financial services. His success in guiding the company through its spin-off in 2004 to its current position of strength is deeply appreciated by the board and by Phil Milne and his management team. He will be missed.”

Milne, the chairman-elect, added, “Bob will leave a tremendous legacy at MoneyGram of sound values, integrity and effective performance management. He fostered a winning attitude in our organization, and that positive trait remains a central part of our culture. He also has been an immense help to me and the board in helping to guide our transition to our current status as an independent public company. On behalf of everyone at MoneyGram, I want to thank Bob and wish him all the best as he moves toward his departure from the MoneyGram board at year-end.”

Chairman-elect Milne has been president and chief executive officer of MoneyGram and its predecessor, Travelers Express, since 1996. He joined Travelers Express in 1991 as general manager of its official check business line. He was soon tapped to head up the company’s Payment Systems business, and then in 1993 he was promoted to vice president and general manager of the Global Payment Products group. Prior to joining the company, Milne was a sales and new business development director for Citicorp in Chicago.

About MoneyGram International, Inc.
MoneyGram International, Inc. is a leading global payment services company and S&P MidCap 400 company. The company’s major products and services include global money transfers, money orders and payment processing solutions for financial institutions and retail customers. MoneyGram is a New York Stock Exchange listed company, with over $970 million in revenue in 2005 and approximately 96,000 global money transfer agent locations in 170 countries and territories. For more information, visit the company’s website at www.moneygram.com .

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Exhibit 99.03

News Release Contact: Cathy Rebuffoni
952-591-3335
crebuffoni@moneygram.com

MoneyGram International, Inc. Announces New Director To Board

Minneapolis, Minn., Aug. 17, 2006 – MoneyGram International, Inc. (NYSE:MGI), a leading global payment services company, today announced the election of Monte E. Ford to its board of directors. Ford’s term will expire at MoneyGram’s annual stockholder meeting in May, 2008.

Ford is senior vice president of information technology and chief information officer for AMR Corporation, parent company of American Airlines. He lives in Texas and is on several community and civic boards in the Dallas/Ft. Worth area.

“Mr. Ford is a seasoned executive and an expert in information technology,” said Phil Milne, president and chief executive officer of MoneyGram, “and the combination of his expertise in business and IT is a great asset. Information technology is playing an increasingly critical role at MoneyGram, and Mr. Ford’s background will prove invaluable to the board and the company.”

Prior to joining AMR, Ford held senior information technology positions with Associates First Capital Corporation and Bank of Boston. He also spent almost eight years with Digital Equipment Corporation. He received his B.S. in business administration from Northeastern University in Boston and is a native of Washington, D.C.

About MoneyGram International, Inc.
MoneyGram International, Inc. is a leading global payment services company and S&P MidCap 400 company. The company’s major products and services include global money transfers, money orders and payment processing solutions for financial institutions and retail customers. MoneyGram is a New York Stock Exchange listed company, with over $970 million in revenue in 2005 and approximately 96,000 global money transfer agent locations in 170 countries and territories. For more information, visit the company’s website at www.moneygram.com .

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Exhibit 99.04

Contact: Tim Gallaher
Investor Relations
952-591-3840
ir@moneygram.com

MoneyGram International Declares Quarterly Dividend and
Announces Small Stockholder Selling/Purchasing Program

MINNEAPOLIS, Minn., August 17, 2006 – The board of directors of MoneyGram International, Inc. (NYSE:MGI) today declared a quarterly dividend of $0.04 per share on common stock, payable on October 2, 2006 to stockholders of record at the close of business on September 15, 2006.

In addition, the board of directors approved a small stockholder selling/purchasing program. This program, administered through Georgeson Shareholder, will enable MoneyGram stockholders with less than 100 shares of common stock as of August 21, 2006, to voluntarily purchase enough additional stock to reach 100 shares or sell all of their shares.

MoneyGram International, Inc. is a leading global payment services company and S&P MidCap 400 company. The company’s major products and services include global money transfers, money orders and payment processing solutions for financial institutions and retail customers. MoneyGram is a New York Stock Exchange listed company, with more than $970 million in revenue in 2005 and approximately 96,000 global money transfer agent locations in 170 countries and territories. For more information, visit the company’s website at www.moneygram.com .

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Cautionary Information Regarding Forward-Looking Statements

The statements contained in this press release regarding the business of MoneyGram International, Inc. that are not historical facts are forward-looking statements and are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.  These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances due to a number of factors, including, but not limited to: (a) loss of key retail agents or inability to maintain our network in our Global Funds Transfer segment; (b) loss of large financial institution customers in our Payment Systems segment; (c) ability to successfully develop and timely introduce new and enhanced products and services; (d) ability to protect the intellectual property rights related to our existing and any new or enhanced products and services; (e) litigation or investigations of us or our agents that could result in material settlements, fines or penalties; (f) failure to continue to compete effectively; (g) ability to manage risks relating to U.S. federal and state regulatory requirements that could result in material settlements, fines or penalties, or changes in our business operations; (h) ability for us or our agents to maintain adequate banking relationships; (i) imposition of additional regulatory requirements in any of the foreign countries in which we operate; (j) ability to manage risks related to opening of new retail locations and acquisition of businesses; (k) ability to maintain effective internal controls; (l) ability to manage credit and fraud risks from our retail agents; (m) ability to manage credit risk related to our investment portfolio and our use of derivatives; (n) fluctuations in interest rates; (o) material changes in the market value of securities we hold; (p) material slow down or complete disruption in international migration patterns; (q) unexpected liquidity needs; (r) ability to maintain efficient, secure and uninterrupted operation of our computer network systems and data centers; (s) ability to process and settle transactions accurately and efficiently; (t) ability to manage risks associated with our international sales and operations; (u) possible delay or prevention of an acquisition of our company which could inhibit a stockholder’s ability to receive a premium on their investment from a possible sale of our company due to provisions contained in our charter documents, our rights plan and Delaware law; and (v) other factors more fully discussed in MoneyGram’s filings with the Securities and Exchange Commission. Actual results may differ materially from historical and anticipated results.  These forward-looking statements speak only as of the date on which such statements are made, and MoneyGram undertakes no obligation to update such statements to reflect events or circumstances arising after such date.