8-K

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): April 5, 2011

M & F WORLDWIDE CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-13780	02-0423416
(State or Other Jurisdiction of Incorporation	(Commission File  Number)	(IRS Employer Identification No.)

35 East 62nd Street, New York, New York 10065

(Address of Principal Executive Offices) (Zip Code)

212-572-8600

(Registrant's Telephone Number, Including Area Code)

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 (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01      Entry into a Material Definitive Agreement.

In connection with the closing (the “Closing”) of the transactions contemplated by that certain Full and Final Release, Settlement and Indemnity Agreement (the “Settlement Agreement”), by and among M & F Worldwide Corp., a Delaware corporation (the “Registrant”), Pneumo Abex LLC (“Pneumo Abex”), Mafco Worldwide Corporation (“Mafco Worldwide”), Mafco Consolidated Group LLC (“Mafco Consolidated”), PCT International Holdings Inc. (“PCT”), Cooper Industries plc, Cooper Industries Ltd., Cooper Holdings, Ltd., Cooper US Inc. and Cooper Industries, LLC (“Cooper”, and collectively, the “Parties”), on April 5, 2011 (as described below), the Registrant, Pneumo Abex, PCT and a subsidiary of Mafco Consolidated amended the Transfer Agreement dated as of June 15, 1995 (the “Transfer Agreement”) previously in effect among them pursuant to a First Amendment to Transfer Agreement (the “Transfer Agreement Amendment”).  Pursuant to the amendment, the subsidiary of Mafco Consolidated ceased to provide certain defense, indemnification, cost-sharing and advancement obligations that it previously provided with respect to contingent liabilities of Pneumo Abex.

A copy of the Transfer Agreement Amendment is attached as Exhibit 10.1 and is hereby incorporated by reference.

Item 1.02     Termination of a Material Definitive Agreement.

Also, in connection with the Closing, Mafco Consolidated, a subsidiary of the Registrant, has, effective as of the Closing, terminated that certain Mutual Guaranty Agreement (the “Mutual Guaranty”), dated as of December 30, 1994, between Abex Inc. (whose successor in interest is Mafco Consolidated) and Cooper Industries Inc. (whose successor in interest is Cooper).  Pursuant to the Mutual Guaranty, Cooper had assumed the defense of, and liability for, certain asbestos-related claims asserted against Pneumo Abex.

Item 8.01 Other Events.

On April 5, 2011, the Registrant consummated the Closing of the transactions contemplated by the previously announced Settlement Agreement, pursuant to which, and upon the terms and subject to the conditions set forth therein, the Parties have resolved and settled their disputes set forth in or related to an action concerning obligations arising from the Mutual Guaranty for asbestos-related claims, as previously disclosed by the Registrant.

As a result of the Closing:

—   Pneumo Abex is no longer owned or controlled, directly or indirectly, by the Registrant;

—   Pneumo Abex is owned by the Pneumo Abex Asbestos Claims Settlement Trust, a Delaware statutory trust (the “Settlement Trust”), and will continue to resolve asbestos-related claims asserted against it in the tort system,

—   The Settlement Trust will indemnify Pneumo Abex with respect to the defense and resolution of the asbestos-related claims formerly subject to the Mutual Guaranty,

—   Cooper’s obligation to  indemnify Pneumo Abex pursuant to the Mutual Guaranty has terminated,

—   The Registrant and its remaining subsidiaries will be indemnified by the Settlement Trust against any liability for the matters formerly subject to the Mutual Guaranty, and

—   All other insurance and indemnification rights of Pneumo Abex owing from third parties will remain assets of Pneumo Abex.

The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on February 7, 2011).

Item 9.01     Financial Statements and Exhibits.

Exhibit 10.1 First Amendment to Transfer Agreement, dated as of April 5, 2011, by and among M & F Worldwide Corp., MCG Intermediate Holdings Inc., Pneumo Abex LLC, PCT International Holdings Inc. and Mafco Worldwide Corporation.  

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.

M & F WORLDWIDE CORP.
By:	/s/ Steven L. Fasman
	Name: Steven L. Fasman
	Title:   Senior Vice President

Date:  April 11, 2011
 

INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 10.1	First Amendment to Transfer Agreement, dated as of April 5, 2011, by and among M & F Worldwide Corp., MCG Intermediate Holdings Inc., Pneumo Abex LLC, PCT International Holdings Inc. and Mafco Worldwide Corporation.

EX-10.1

EXHIBIT 10.1

EXECUTION VERSION

FIRST AMENDMENT TO TRANSFER AGREEMENT

This First Amendment to Transfer Agreement (this “Amendment”), dated as of April 5, 2011 is being entered by and among M & F Worldwide Corp., a Delaware corporation (formerly known as Power Control Technologies Inc., “MFW”), MCG Intermediate Holdings Inc., a Delaware corporation (“Newco”), Pneumo Abex LLC, a Delaware limited liability company (“Pneumo Abex”), PCT International Holdings Inc., a Delaware corporation (“PCT”), and Mafco Worldwide Corporation, a Delaware corporation (“Flavors Company”).

Recitals

A.MFW, Newco, a predecessor in interest to Pneumo Abex named Pneumo Abex Corporation (“Old Pneumo Abex”) and PCT are parties to a Transfer Agreement dated as of June 15, 1995 (the “Transfer Agreement”).

B.On October 29, 2004, Old Pneumo Abex and Flavors Company entered into a Assignment and Assumption Agreement that contains indemnification and advancement provisions by Flavors Company in favor of Old Pneumo Abex and certain other persons (collectively, such indemnification and advancement provisions, the “Flavors Indemnity”), and, on November 1, 2004, Old Pneumo Abex merged with and into Pneumo Abex.

C.On February 1, 2011, MFW,  Pneumo Abex, PCT, Flavors Company, an affiliate of Newco, Cooper Industries LLC (“Cooper LLC”) and various affiliates of Cooper LLC entered into that certain Full and Final Release, Settlement and Indemnity Agreement (the “Settlement Agreement”), pursuant to which, among other things, (i) PCT and Cooper will establish a trust under Delaware law intended to qualify as a qualified settlement fund under Treasury Regulations promulgated pursuant to Internal Revenue Code § 468B (the “Trust”) that will, among other things, indemnify Pneumo Abex for asbestos-related personal injury claims (the “Pneumo Abex Asbestos Claims”) that are subject to indemnification pursuant to the Asset Purchase Agreement dated as of November 21, 1994 (the “1994 APA”) by and between Old Pneumo Abex and Wagner Electric Corporation (“Wagner”); (ii) Cooper LLC, whose predecessor in interest, Cooper Industries, Inc. (“Cooper Inc.”), was a party to the Mutual Guaranty Agreement dated as of December 30, 1994, will be relieved of its obligation as successor to Cooper Inc. to guaranty the good and faithful performance of Wagner’s indemnification obligation; (iii) PCT, the owner of the entire membership interest in Pneumo Abex, will contribute such interest to the Trust; (iv) PCT will also contribute $7.5 million to Pneumo Abex and $5 million to the Trust; and (v) the Flavors Company will contribute $7.5 million to the Pneumo Abex and the Flavors Indemnity will be terminated.

D.To facilitate the transactions contemplated by the Settlement Agreement, and in recognition of the effects of these transactions on the rights and obligations of the parties under the Transfer Agreement, the parties to this Amendment wish to amend the

Transfer Agreement First Amendment   Page 2

Transfer Agreement’s terms and conditions, subject to the terms and conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the recitals above and the terms and conditions set forth in this Amendment, the receipt and sufficiency of which the parties acknowledge, the parties agree, notwithstanding any provision contained in the Transfer Agreement to the contrary, as follows:

1.Definitions.  Any capitalized term used and not defined in this Amendment shall have the meaning given to such term in the Transfer Agreement or the Settlement Agreement, with the meaning in the Transfer Agreement to take precedence over any inconsistency with the Settlement Agreement.

2.Effectiveness.  This Amendment shall become effective on the Closing Date.

3.Indemnification by Newco.  Effective as of the Closing, Newco shall indemnify, defend and hold harmless and pay or reimburse MFW, PCT, Pneumo Abex, the Trust, each Affiliate of any of them, all of the predecessors, directors, officers, employees and agents of any of the foregoing entities, and all of the heirs, executors, successors and assigns of any of the foregoing entities and individuals (collectively, the “Pneumo Indemnitees”) from and against any and all Non-Aerospace Liabilities and any and all losses of the Pneumo Indemnitees arising out of or due to any failure or alleged failure of Newco or any person designated by Newco to pay, perform or otherwise discharge in due course any Non-Aerospace Liability.

4.Effect on Prior Indemnifications.  Effective as of the Closing, Sections 6 and 7 of the Transfer Agreement are terminated and no longer of any force or effect.  Notwithstanding the provisions of Section 3 of this Amendment, the Abex/Aerospace Tax Sharing Agreement shall govern all indemnification matters between or among Mafco Consolidated Group LLC (successor by conversion and name change to Abex Inc.), Newco, Aerospace and Pneumo Abex relating to Taxes (as such term is defined in the Abex/Aerospace Tax Sharing Agreement).

5.No Third Party Beneficiary.  Nothing in this Amendment or in the Transfer Agreement as amended by this Amendment, express or implied, is intended or shall be construed to confer upon, or give to, any person, other than (a) the parties to this Amendment, (b) to the extent of the rights set forth in Section 3 of this Amendment, the Pneumo Indemnitees, and (c) each of the predecessors, successors and assigns of the foregoing entities and individuals (persons in categories (a)-(c) collectively, the “Intended Beneficiaries”), any remedy or claim under or by reason of this Amendment or the Transfer Agreement as amended by this Amendment or any term, covenant or condition in either of them.  All of the terms, covenants, conditions, promises and agreements contained in this Amendment and the Transfer Agreement as amended by this Amendment shall be for the sole and exclusive benefit of the Intended Beneficiaries.

Transfer Agreement First Amendment   Page 3

6.Certain Provisions No Longer Effective.  Effective as of the Closing, Sections 12, 13 and 14 of the Transfer Agreement are terminated and no longer of any force or effect.

7.Precedence of Conflicting Provisions.  Effective as of the Closing, Pneumo Abex shall not be in breach of this Amendment or the Transfer Agreement as amended by this Amendment if it shall fail to honor any obligation set forth in this Amendment or in the Transfer Agreement as amended by this Amendment to the extent that such obligation is in conflict with any provision of the Settlement Agreement or the other Transaction Documents.

8.Miscellaneous.  This Amendment, together with the Transfer Agreement it amends, constitutes the entire agreement among the parties with respect to its subject matter and supersedes any prior or contemporaneous agreement or understanding with respect to such subject matter.  It may only be amended or assigned by a writing signed by all parties.  No waiver of any provision of this Amendment or the Transfer Agreement as amended by this Amendment in any circumstance shall be effective unless in writing and signed by the party to be charged, and no such waiver shall act as a waiver of such provision or any other provision under any other circumstance.  This Amendment and the Transfer Agreement as amended by this Amendment shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.  This Amendment shall be construed and enforced according to the laws of the State of Delaware, without regard to principles of conflicts of law.

IN WITNESS WHEREOF, the parties have executed this First Amendment to Transfer Agreement by their duly authorized signatories as of the date first above written.

M & F Worldwide Corp. By: /s/ Steven Fasman                                   Name: Steven Fasman      Title:   Senior Vice President	MCG Intermediate Holdings Inc. By: /s/ Steven Fasman                                   Name: Steven Fasman      Title:   Senior Vice President
Pneumo Abex LLC By: /s/ Steven Fasman                                   Name: Steven Fasman      Title:   President	PCT International Holdings Inc. By: /s/ Steven Fasman                                   Name: Steven Fasman      Title:   Senior Vice President
Mafco Worldwide Corporation By: /s/ Steven Fasman                                   Name: Steven Fasman      Title:   Assistant Secretary