MoneyGram 2007 Annual Report Download - page 110

Table of Contents
MONEYGRAM INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As part of the Capital Transaction described in Note 18 — Subsequent Events, the Company amended the Rights Agreement with Wells
Fargo Bank, N.A. to exempt the issuance of the Series B Stock from the Rights Agreement. The Company also entered into a
Registration Rights Agreement with the Investors. See Note 18 — Subsequent Events for further information regarding the Registration
Rights Agreement.
Preferred Stock — The Company's Certificate of Incorporation provides for the issuance of up to 5,000,000 shares of undesignated
preferred stock and up to 2,000,000 shares of series A junior participating preferred stock. Undesignated preferred stock may be issued in
one or more series, with each series to have those rights and preferences, including, without limitation, voting rights, dividend rights,
conversion rights, redemption privileges and liquidation preferences, as shall be determined by unlimited discretion of the Company's
Board of Directors. Series A junior participating preferred stock has been reserved for issuance upon exercise of preferred share purchase
rights. At December 31, 2007 and 2006 no preferred stock is issued or outstanding.
Common Stock — The Company's Certificate of Incorporation provides for the issuance of up to 250,000,000 shares of common stock
with a par value of $0.01. On the Distribution Date, MoneyGram was recapitalized such that the 88,556,077 shares of MoneyGram
common stock outstanding was equal to the number of shares of Viad common stock outstanding at the close of business on the record
date.
The holders of MoneyGram common stock are entitled to one vote per share on all matters to be voted upon by its stockholders. The
holders of common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund
provisions applicable to the common stock. The determination to pay dividends on common stock will be at the discretion of the Board of
Directors and will depend on our financial condition, results of operations, cash requirements, prospects and such other factors as the
Board of Directors may deem relevant. During 2007 and 2006, the Company paid $16.6 million and $14.4 million, respectively, in
dividends on its common stock. As disclosed in Note 9 — Debt, the Company received a waiver of default under the Senior Credit
Agreement and 364 Day Facility. This waiver prohibits the Company from paying any cash dividends while it is in default of the
covenants related to its debt agreements. The following is a summary of common stock issued and outstanding for December 31:
(Amounts in thousands) 2007 2006
Common shares issued 88,556 88,556
Treasury stock (5,911) (4,286)
Restricted stock (234) (323)
Shares held in employee equity trust — (456)
Common shares outstanding 82,411 83,491
Treasury Stock — On November 18, 2004, the Board of Directors authorized a plan to repurchase, at the Company's discretion, up to
2,000,000 shares of MoneyGram common stock with the intended effect of returning value to the stockholders and reducing dilution
caused by the issuance of stock in connection with stock-based compensation described in Note 13 — Stock Based Compensation. On
August 19, 2005, the Company's Board of Directors increased its share buyback authorization by 5,000,000 shares to a total of
7,000,000 shares. On May 9, 2007, the Board of Directors increased its share buyback authorization by an additional 5,000,000 shares to
a total of 12,000,000 shares. On August 17, 2006, the Company's Board of Directors approved a small stockholder selling/repurchasing
program. This program enabled MoneyGram stockholders with less than 100 shares of common stock as of August 21, 2006, to
voluntarily purchase additional stock to reach 100 shares or sell all of their shares back to the Company. During 2006, the Company
repurchased 66,191 shares at an average cost of $30.65 per share under this program. As of December 31, 2006, the small stockholder
selling/repurchasing program has been completed.
During 2007 and 2006, the Company repurchased 1,620,000 and 2,195,241 shares, respectively, under all Board approved plans at an
average cost of $28.39 and $30.91, respectively, per share. At December 31, 2007, the
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