Item 8.01. Other Events.

On January 20, 2009, M & F Worldwide Corp. (the "Company") and MacAndrews & Forbes Holdings Inc. ("MacAndrews") entered into a Stockholders Agreement (the "Agreement").

Pursuant to the Agreement, MacAndrews 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 also represented and warranted to the Company that, among other things, as of the date of the Agreement, MacAndrews' current intentions are as set forth in Amendment No. 22 to its Schedule 13D, filed March 22, 2007 (which states that, depending on market conditions and other factors, MacAndrews may seek to acquire additional shares of the Company's common stock through open market purchases, block purchases or otherwise). In addition, MacAndrews agreed that, so long as the Company has public equity securities outstanding, MacAndrews 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.

MacAndrews (which is wholly-owned by Ronald O. Perelman, a member of the Company's Board of Directors) beneficially owns approximately 42.4% of the Company's outstanding common stock. The Agreement was approved by the Board of Directors of the Company following review and approval by a special committee of disinterested 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 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit 99.1 Stockholders Agreement, dated January 20, 2009, by and between M & F Worldwide Corp. and MacAndrews & Forbes Holdings Inc.

---