Table of Contents

Table of Contents

Table of Contents

~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES~~D.C. ~~SECURITIES AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT REPORT Pursuant to Section 13 or 15~~(d)Date of ~~the~~earliest ~~Securities Exchange~~event ~~Act~~reported): ofJune 21, ~~1934~~2006

~~June 6,~~ACE ~~2006 (Date~~CASH ofEXPRESS, ~~earliest event reported)~~INC.

~~ACE~~(Exact ~~CASH~~name ~~EXPRESS,~~of ~~INC.~~ registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Texas	0-20774	75-2142963
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1231 Greenway Drive, Suite 600
Irving, Texas		75038
(Address of principal executive offices)		(Zip Code)

~~Texas~~ (~~State or other jurisdiction of incorporation~~972) 0 550-~~20774~~ 5000 (~~Commission~~Registrant’s ~~File~~telephone ~~Number)~~number, including ~~75-2142963~~area ~~(IRS Employer Identification No.~~code)

~~1231~~Not ~~Greenway~~Applicable (Former ~~Drive,~~Name ~~Suite~~or ~~600~~Former ~~Irving~~Address, if ~~Texas~~Changed ~~(Address~~Since ofLast ~~principal executive offices~~Report) ~~75038 (Zip Code)~~

~~(972) 550~~Check the appropriate box below if the Form 8-~~5000 (Registrant’s~~K ~~telephone~~filing ~~number,~~is intended to simultaneously satisfy ~~including~~the ~~area~~filing ~~code)~~obligation of the registrant under any of the following provisions:

~~Not~~o ~~Applicable~~ Written communications pursuant to Rule 425 under the Securities Act (~~Former~~17 ~~Name~~CFR or230.425) ~~Former~~þ ~~Address, if~~Soliciting ~~Changed~~material ~~Since~~pursuant ~~Last~~to ~~Report~~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))

~~Check the appropriate box below if the Form~~ Item 8-K.01 ~~filing~~Other ~~is intended to simultaneously satisfy~~Events. ~~the filing obligation of the registrant under any of the following provisions:~~

o Termination ~~Written~~of ~~communications~~HSR ~~pursuant~~Waiting ~~to Rule 425 under the Securities Act (17 CFR 230.425)~~Period

o In ~~Soliciting~~accordance ~~material~~with the Agreement and Plan of Merger, dated as of June 6, 2006 (the “Merger Agreement”), by and among Ace Cash Express, Inc., a Texas corporation (the “Company”), Ace Holdings I, LLC, a Delaware limited liability company (“Ace Holdings”) and Ranger Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of Ace Holdings (“Merger Sub”), pursuant to ~~Rule~~which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and wholly owned subsidiary of Ace Holdings (the “Merger”), on June ~~14a-12~~20, 2006, each of the Company and Ace Holdings filed a Notification and Report Form for Certain Mergers and Acquisitions (the “Filings”) under the ~~Exchange~~Hart-Scott-Rodino Antitrust Improvements Act of 1976 (17“HSR Act”) ~~CFR~~with ~~240~~the Antitrust Division of the Department of Justice and the Federal Trade Commission.~~14a~~ The Filings are subject to a 30-~~12)~~day initial waiting period under the HSR Act. On June 23, 2006, the Company received notice of early termination of the waiting period.

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

o On ~~Pre-commencement~~June 21, ~~communications~~2006, ~~pursuant~~The toJoel ~~Rule 13e-4~~& Zehava Rosenfeld Family Foundation Trust (cthe “Plaintiff”) ~~under~~filed a purported class action lawsuit in the ~~Exchange~~United ~~Act~~States District Court, Northern District of Texas, Dallas Division (17the ~~CFR~~“Court”) on behalf of itself and all other public shareholders (together with ~~240~~the Plaintiff, the “Class”) of the Company, against the Company, Ace Holdings and each of Jay B.~~13e-4~~ Shipowitz, Robert P. Allyn, J.M. Haggar, III, Marshall B. Payne, Michael S. Rawlings, Charles Daniel Yost, Raymond C. Hemmig and Edward W. Rose, III (ccollectively, the “Directors” and with the Company and Ace Holdings, the “Defendants”)).

~~TABLE~~ The OFPlaintiff ~~CONTENTS~~alleges that the Defendants breached their fiduciary duties of loyalty, honesty and fair dealing to the Class because the Plaintiff alleges that the consideration payable to Company shareholders is at an unfair price and is a result of unfair dealing.

~~Item~~ In ~~1.01.~~its ~~Entry~~complaint, ~~into~~the aPlaintiff ~~Material~~requests ~~Definitive~~that ~~Agreement~~the ~~Item~~Court ~~1.02.~~certify ~~Termination~~the ~~of a Material Definitive Agreement Item 9~~Class.~~01.~~ ~~Financial~~In ~~Statements~~addition, ~~and~~the Plaintiff ~~Exhibits SIGNATURES EXHIBIT INDEX Lease Agreement Lease Termination Agreement~~seeks:

~~Table~~• to enjoin the Company, Ace Holdings and the Directors from proceeding with or consummating the Merger; • to invalidate and set aside the $15 million break-up fee; • to rescind, set aside or award rescissory and/or compensatory damages to the Class if the Merger is consummated; • punitive damages; • costs and disbursements of ~~Contents~~the class action and reasonable attorneys’ and experts’ fees; and • other relief as the Court deems just and proper.

~~Item 1.01.~~ The ~~Entry~~Company ~~into~~believes athis ~~Material~~lawsuit ~~Definitive~~is ~~Agreement~~without merit and intends to vigorously defend against this action.

~~Lease Agreement with Greenway Tower Joint Venture~~SIGNATURES

On Pursuant ~~June 7,~~to ~~2006, Ace Cash Express, Inc. (“ACE”) and Greenway Tower Joint Venture (“Greenway Tower”), entered into a Lease Agreement (~~the ~~“Lease”)~~requirements ~~effective as~~ of ~~June 1,~~the ~~2006~~Securities ~~under~~Exchange ~~which Greenway~~Act ~~Tower will lease approximately 59,720 square feet~~ of ~~office space to ACE. Effective July 1~~1934, ~~2006, Greenway Tower will lease an additional 13,132 square feet of office space to ACE. The monthly base rent for~~ the ~~month~~Registrant ofhas ~~June 2006 is approximately $93,500 per month. Effective July 1,~~duly ~~2006,~~caused ~~the~~this ~~monthly~~report ~~base rent pursuant~~ to ~~the Lease will~~ be ~~approximately~~signed $49,500 per month through June 30, 2007; approximately $80,500 per month through June 30, 2010; approximately $96,000 per month through June 30, 2014; and approximately $105,000 per month through June 30, 2016. The Lease will expire on ~~June 30,~~its ~~2016~~behalf ~~(the “Initial Term”), unless terminated earlier~~ by ~~Greenway Tower due to an event of default by ACE as described below, by Greenway Tower because of substantial damage to~~ the ~~leased~~undersigned ~~premises~~hereunto orduly ~~by the taking of the leased premises by public use~~authorized.

Pursuant to the Lease, an event of default includes, among other things: the failure to pay the monthly rent by ACE within 10 days after written notice of default; the breach by ACE of any other term of the Lease and the failure to cure such default within 30 days after written notice of the default; the failure by ACE to pay its debt obligations; and the petition by ACE for bankruptcy relief. Upon the occurrence and continuance of an event of a default, Greenway Tower may terminate the Lease and may retake possession of the leased premises.


	ACE CASH EXPRESS, INC.
Dated: June 26, 2006	By:	/s/ WALTER E. EVANS
		Walter E. Evans
		Senior Vice President and General Counsel

ACE will have the option to renew the Lease for two additional terms of 36 months and to expand its leased premises as provided in the Lease.

On June 7, 2006, ACE and Greenway Tower terminated effective as of June 1, 2006 the Office Lease dated as of October 1, 1987, as amended, between ACE, as tenant, and Greenway Tower, as landlord, pursuant to a Lease Termination Agreement, between ACE and Greenway Tower (the “Termination Agreement”). Pursuant to the Termination Agreement, ACE agrees to indemnify Greenway Tower, among other things, from liabilities, damages, costs and expenses arising out of the presence, removal or production of any hazardous materials and other substances on the leased premises prior to June 1, 2006, the violation by ACE of any laws or regulations prior to June 1, 2006 and any liens or encumbrances placed by ACE on the leased premises.

Item 1.02. Termination of a Material Definitive Agreement.

Item 9.01. Financial Statements and Exhibits

Exhibits. The following exhibit is filed herewith in accordance with the provisions of Item 601 of Regulation S-K:

	10.1		Lease Agreement dated as of June 1, 2006 between ACE and Greenway Tower Joint Venture.
	10.2		Lease Termination Agreement dated as of June 1, 2006 between ACE and Greenway Tower Joint Venture.

[Signature Page Follows]

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.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Lease Agreement dated as of June 1, 2006 between ACE and Greenway Tower Joint Venture.
10.2		Lease Termination Agreement dated as of June 1, 2006 between ACE and Greenway Tower Joint Venture.

ACE CASH EXPRESS, INC.

Dated: June 9, 2006

/s/ WALTER E. EVANS

Walter E. Evans

Senior Vice President and

General Counsel

Filing Compare · ACE CASH EXPRESS INC/TX