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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(AMENDMENT NO. 2)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
MONEYGRAM PAYMENT SYSTEMS, INC.
(NAME OF SUBJECT COMPANY)
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MONEYGRAM PAYMENT SYSTEMS, INC.
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASSES OF SECURITIES)
608910105
(CUSIP NUMBER OF CLASS OF SECURITIES)
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MONEYGRAM PAYMENT SYSTEMS, INC.
7401 WEST MANSFIELD AVENUE
LAKEWOOD, COLORADO 80235
(303) 716-6800
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF
THE PERSON FILING STATEMENT)
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WITH A COPY TO:
PETER D. LYONS, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
212-848-4000
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This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, dated April 10, 1998 as amended on April 17, 1998
(the "Schedule 14D-9"), relating to the offer by Pine Valley Acquisition
Corporation, a Delaware corporation (the "Purchaser") and a wholly owned
subsidiary of Viad Corp (the "Parent"), to purchase all of the issued and
outstanding shares of common stock, par value $.01 per share (the "Common
Stock") of MoneyGram Payment Systems, Inc. (the "Company") at a price of $17.00
per Share, net to the seller in cash.
Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the aforementioned Schedule 14D-9.
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ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby amended and supplemented to add the following:
RIGHTS AGREEMENT
On May 10, 1998, the Board of Directors of the Company declared a dividend
of one common share purchase right (a "Right") for each outstanding share of
Common Stock. The dividend is effective as of May 20, 1998 (the "Rights Record
Date") with respect to stockholders of record on that date. The rights will also
attach to new shares of Common Stock issued after the Rights Record Date. Each
Right entitles the registered holder to purchase from the Company one share of
Common Stock at a price of $50.00 per share, subject to adjustment. The Rights
are to be issued under a Rights Agreement (the "Rights Agreement") between the
Company and BankBoston, N.A., as Rights Agent. The foregoing description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement which is attached hereto as Exhibit 15.
Additionally, on May 11, 1998, the Company registered the Rights by filing
with the Commission a Registration Statement on Form 8-A (the "Registration
Statement") under the Securities Exchange Act of 1934, as amended.
Attached hereto as Exhibits 15 and 16, respectively and incorporated herein
by reference are copies of the Rights Agreement and a Press Release issued by
the Company on May 11, 1998.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented to add the following:
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Exhibit 15 Rights Agreement dated as of May 10, 1998, between the Company and BankBoston, N.A., as Rights
Agent, including a Form of Right Certificate as Exhibit A and a Summary of Rights as Exhibit B
(incorporated herein, by reference to Exhibit 4 of the Registration Statement on Form 8-A filed with
the Commission on May 11, 1998.)
Exhibit 16 Press Release issued by the Company dated May 11, 1998.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
MoneyGram Payment Systems, Inc.
By: /s/ ANDREA M. KENYON
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Name: Andrea M. Kenyon
Title: General Counsel and Secretary
Dated: May 12, 1998
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EXHIBIT INDEX
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EXHIBIT NO.
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Exhibit 1* Agreement and Plan of Merger dated as of April 4, 1998 among
the Parent, the Purchaser and the Company.
Exhibit 2* Letter dated April 10, 1998, from the Chairman of the Board
and Chief Executive Officer to the stockholders of the
Company.
Exhibit 3* Joint Press Release issued by Parent and the Company dated
April 6, 1998.
Exhibit 4* Joint Press Release issued by Parent and the Company dated
April 10, 1998.
Exhibit 5* Opinion of Morgan Stanley dated April 4, 1998 (included as
Annex II to this Statement).*
Exhibit 6* Confidentiality Agreement between Parent and the Company
dated February 11, 1998.
Exhibit 7* 1996 Stock Option Plan of the Company (incorporated herein
by reference to Exhibit 10.7 of the 1997 10-K).
Exhibit 8* 1996 Broad-Based Stock Option Plan (incorporated herein by
reference to Exhibit 10.8 of the 1997 10-K).
Exhibit 9* Executive Retention Plan, dated May 15, 1997, as amended to
date (incorporated by reference to Exhibit 10 of the
Company's Quarterly Report on Form 10Q for the quarter ended
June 30, 1997).
Exhibit 10* Complaint filed in Taam v. Calvano et. al., Court of
Chancery of the State of Delaware in and for New Castle
County, April 9, 1998.
Exhibit 11* Complaint filed in Harbor v. Calvano et. al., Court of
Chancery of the State of Delaware in and for New Castle
County, April 9, 1998.
Exhibit 12* Amended Class Action Complaint filed in Taam Associates Inc.
v. Calvano et. al., C.A. No. 16305-NC and Harbor Finance
Partners v. Calvano et. al., C.A. No. 16306-NC, Court of
Chancery of the State of Delaware and for New Castle County,
April 14, 1998.
Exhibit 13* Motion for Preliminary Injunction filed in Taam Associates
Inc. v. Calvano et. al., C.A. No. 16305-NC and Harbor
Finance Partners v. Calvano et. al., C.A. No. 16306-NC,
Court of Chancery of the State of Delaware and for New
Castle County, April 14, 1998.
Exhibit 14* Motion for Expedited Proceedings filed in Taam Associates
Inc. v. Calvano et. al., C.A. No. 16305-NC and Harbor
Finance Partners v. Calvano et. al., C.A. No. 16306-NC,
Court of Chancery of the State of Delaware and for New
Castle County, April 14, 1998.
Exhibit 15* Rights Agreement dated as of May 10, 1998, between the
Company and BankBoston, N.A., as Rights Agent, including a
Form of Rights Certificate as Exhibit A and a Summary of
Rights as Exhibit B (incorporated herein by reference to
Exhibit 4 of the Registration Statement on Form 8-A filed
with the Commission on May 11, 1998).
Exhibit 16 Press Release issued by the Company dated May 11, 1998.
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* Previously filed.
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EX. 16
[MONEYGRAM LETTERHEAD]
Contact: Warren Bechtel
(201) 291-3672
MONEYGRAM PAYMENT SYSTEMS REPORTS 1998 FIRST-QUARTER RESULTS
AND ESTABLISHMENT OF SHAREHOLDERS' RIGHTS AGREEMENT
Saddle Brook, New Jersey, May 11 -- MoneyGram Payment Systems, Inc.
(NYSE:MNE) reported today that its net income for the three months ended March
31, 1998 was $1.8 million, or 11 cents per common share, compared with $2.2
million, or 13 cents per share, in the first quarter of 1997.
Total revenue for the quarter was $34.8 million, compared with $32.4
million in the year-earlier period. The 1998 revenue total includes $1.35
million from Mid-America Money Order Company and Consorcio Oriental LLC, which
were acquired by MoneyGram during the first quarter of this year.
Transactions handled by MoneyGram in the first quarter totaled 1.44
million. That compares with 1.28 million transactions handled in last year's
first quarter, an increase of 12 percent.
The Company also announced that, in order to protect shareholder value, the
Board of Directors of MoneyGram Payment Systems yesterday approved, and the
Company entered into, a shareholders' rights agreement. Pursuant to the rights
agreement, the Company will dividend to shareholders as of record on May 20,
1998 the right to purchase one share of Common Stock of the Company for each
share held at an exercise price of $50.00. In the event a person who does not
already own more than 15% of the Common Stock of the Company crosses such
threshold or a person who already owns 15% increases its ownership percentage,
each rights holder other than such person upon payment of the exercise price
will be entitled to purchase Common Stock with a market value of $100.00.
Alternatively, the board may elect to effect a "cashless exercise" of the
rights. The rights will not trade separately from the Common Stock, and no
certificates will be mailed to shareholders until the above ownership threshold
is crossed. The board may elect to redeem the rights at a nominal value at a
future date. The rights plan provides that successful completion of the Viad
tender offer would not trigger the rights.
MoneyGram Payment Systems, Inc. is a leading non-bank provider of consumer
money transfer and other financial services. Through the MoneyGram network of
more than 22,000 convenient agent locations, customers can wire cash in minutes
to more than 100 countries throughout the world. MoneyGram ExpressPayment(SM)
service enables credit card issuers, mortgage servicers, finance companies,
collections companies and others to collect good-funds payments from delinquent
debtors within hours. The company was organized in January, 1996 and completed
the initial public offering of its common shares on December 11, 1996.
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MONEYGRAM PAYMENT SYSTEMS, INC.
STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31
(IN MILLIONS, EXCEPT PER-SHARE AMOUNTS)
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1998 1997
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Revenue
Fee and other............................................. $ 28.9 $ 26.3
Foreign exchange.......................................... 5.9 6.1
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Total Revenue..................................... 34.8 32.4
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Expenses
Agent commissions......................................... 11.5 11.0
Processing................................................ 8.0 6.0
Advertising & promotion................................... 7.0 6.0
Selling & service......................................... 2.5 3.0
General & administrative.................................. 3.0 2.8
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Total Expenses.................................... 32.0 28.8
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Income before income taxes.................................. 2.8 3.6
Income tax expense.......................................... 1.0 1.4
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Net Income.................................................. $ 1.8 $ 2.2
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Basic net income per common share........................... $ .11 $ .13
Diluted net income per common share......................... $ .11 $ .13
Weighted average shares and equivalents outstanding......... 16,000 16,625
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