<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13 or 15(d) of
The Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
COMMISSION FILE NO. 1-14350
MONEYGRAM PAYMENT SYSTEMS, INC.
-------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 84-1327808
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
7401 W. Mansfield Ave.
Lakewood, CO 80235 303-716-6800
- --------------------------------- --------------------
(Address of principal executive offices) (Zip Code) (Registrant's
telephone number
including area code)
The undersigned registrant hereby amends the following items of its Annual
Report on Form 10-K for fiscal year ended December 31, 1997 to include the pages
attached hereto.
(List of such items, financial statements, exhibits or other portions amended.)
ITEM 10. (DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT) is hereby amended
by the deletion of such Item in its entirety and the inclusion of the text
attached hereto in replacement thereof.
ITEM 11. (EXECUTIVE COMPENSATION) is hereby amended by the deletion of such Item
in its entirety and the inclusion of the text attached hereto in replacement
thereof.
ITEM 12. (SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT) is
hereby amended by the deletion of such Item in its entirety and the inclusion of
the text attached hereto in replacement thereof.
ITEM 13. (CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS) is hereby amended by
the deletion of such Item in its entirety and the inclusion of the text attached
hereto in replacement thereof.
<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Directors and Executive Officers of MoneyGram Payment Systems, Inc. (the
"Company") are:
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
James F. Calvano....................... 61 Chairman of the Board and Chief Executive Officer
Robbin L. Ayers........................ 46 Executive Vice President, General Manager-
International and Director
John M. Fowler......................... 48 Executive Vice President, Chief Financial
Officer, Treasurer and Director
Alan H. Friedman....................... 52 Executive Vice President
Andrea M. Kenyon....................... 43 General Counsel and Secretary
Brian J. Fitzpatrick................... 56 Director
William D. Guth........................ 65 Director
Sanford Miller......................... 45 Director
</TABLE>
- --------------------------
JAMES F. CALVANO
Mr. Calvano has served as Chairman and Chief Executive Officer of the
Company since October 1996 and was a consultant to the Company from February
1996 until December 1996. In January 1998, he became President and a director of
Mid-America Money Order Company ("MAMO"), a wholly owned subsidiary of the
Company. Prior to joining the Company, Mr. Calvano was employed by Travelers
Group, Inc. as Executive Vice President of Marketing and by Travelers Insurance
Companies, a division of Travelers Group, Inc., as Executive Vice President and
Chief Administrative Officer from November 1993 until February 1995. Mr. Calvano
served as President and Chief Operating Officer of New Valley Corporation ("New
Valley"), then the parent of Western Union Financial Services, Inc. ("Western
Union"), from June 1991 through April 1993. Two months before he assumed these
positions, New Valley suspended payments on its publicly held debt. In March
1993, New Valley consented to an involuntary bankruptcy petition filed against
it on November 15, 1991 under Title 11 of the U.S. Code. Mr. Calvano serves on
the Board of Directors of Budget Group, Inc. ("BGI"), formerly known as Team
Rental Group, Inc.
ROBBIN L. AYERS
Mr. Ayers has served as Executive Vice President and General
Manager-International of the Company since October 1996. From September 1995
until December 1996, he served in the Company's Office of the President and has
been a director since January 1996. Prior to his appointment to the Office of
the President, Mr. Ayers served from January 1995 to September 1995 as Senior
Vice President, for Europe and Pacific Rim Retail Services, for Integrated
Payment Systems, Inc. ("IPS"). From 1992 to 1994, Mr. Ayers was Senior Vice
President, Marketing, for IPS and from 1985 to 1992, he served in various
management positions with IPS. Mr. Ayers founded the MoneyGram service during
1988 and was its General Manager until 1991.
JOHN M. FOWLER
Mr. Fowler has served as Executive Vice President, Chief Financial Officer
and a director of the Company since October 1996, and Treasurer of the Company
since September 19, 1997. He has been Vice President, Treasurer and a director
of MAMO since January 1998, and President, Treasurer and a director of MoneyGram
Payment Systems Canada, Inc. ("MPSC"), a subsidiary of the Company, since
October 21, 1997. Prior to joining the Company, Mr. Fowler worked as a private
consultant. From 1989 to 1994 Mr. Fowler was employed by Travelers Group, Inc.
as Executive Vice President and Chief Administrative Officer, responsible for
operations and administration. Mr. Fowler held the position of Chairman and
Chief
2
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Executive Officer of Gulf Insurance Group, a subsidiary of Travelers Group, Inc.
from 1987 to 1994. Mr. Fowler serves as a director of Air Express International
Corporation and TransAtlantic Holdings, Inc.
ALAN H. FRIEDMAN
Mr. Friedman has served as Executive Vice President of the Company since
October 1996 and was employed by First Data Corporation ("First Data") from
April 1996 until December 1996. Prior to joining First Data, Mr. Friedman was
employed by Western Union as Senior Vice President and Chief Financial Officer
from November 1994 to March 1996. Mr. Friedman previously held various financial
management positions at New Valley, where he served as Vice President and
Controller from January 1991 until November 1994. In March 1993, New Valley
consented to an involuntary bankruptcy petition that had been filed against it
on November 15, 1991 under Title 11 of the U.S. Code.
ANDREA M. KENYON
Ms. Kenyon has served as Secretary and General Counsel of the Company since
October 1996, and was employed by First Data from July 1996 until December 1996.
Since January 1998, she also has served as Secretary and a director of MAMO and
since October 21, 1997, as Secretary of MPSC. Prior to joining the Company, Ms.
Kenyon served for six years in the general counsel's office of American Express
Company ("American Express") where she provided bank regulatory and legislative
support for American Express and its bank and financial service subsidiaries.
She also provided legal support to IPS on payment product issues and anti-money
laundering regulations when First Data was a subsidiary of American Express.
BRIAN J. FITZPATRICK
Mr. Fitzpatrick has served as a director of the Company since October 1996.
He has been President and Chief Executive Officer of Fits Systems, a computer
software company, since 1972. Mr. Fitzpatrick also serves as a director of Jade
Cricket Corporation.
WILLIAM D. GUTH
Dr. Guth has served as a director of the Company since October 1996. He is
a professor of management and strategy at the Stern School of Business at New
York University and also serves as a principal of Faculty Practice Associates, a
strategic management consulting firm.
SANFORD MILLER
Mr. Miller has served as a director of the Company since October 1996. He
has, since December 1993, served as the Chairman of the Board of Directors and
Chief Executive Officer of BGI, the parent company for Budget Rent a Car
Corporation ("Budget") and its affiliates including Budget Car Sales, Inc., Van
Pool Services, Inc., Premier Rental Car, LLC and Cruise America, Inc. Prior to
owning Budget, BGI owned Budget franchises in seven metropolitan regions in the
United States.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and Executive Officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Executive
Officers,
3
<PAGE>
directors and greater than ten percent stockholders are required by Securities
and Exchange Commission regulations to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the year ended December 31, 1997, Executive
Officers, directors and greater than ten percent beneficial owners timely filed
all required reports under Section 16(a), except that Mr. Ayers failed to report
one (1) acquisition transaction in March of 1997 on a timely basis.
ITEM 11. EXECUTIVE COMPENSATION
The following table discloses, for the years indicated, compensation paid
to the Company's Chief Executive Officer and the other four most highly paid
Executive Officers for the years ended December 31, 1997, 1996 and 1995
(collectively, the "Named Executive Officers"), for services rendered in all
capacities in which they served during each such year. All amounts shown in the
following table for the years 1995 and 1996 were paid by First Data or its
affiliates other than the Company.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
AWARDS
SALARY/ SECURITIES
CONSULTING OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR FEES BONUS COMPENSATION OPTIONS/SARS COMPENSATION
($) ($) ($) (#) ($)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JAMES F. CALVANO 1997 356,743 -- -- -- --
Chairman of the Board and Chief 1996 517,400(a) 300,000 -- 287,100 514,482(b)
Executive Officer
JOHN M. FOWLER 1997 200,000 -- -- -- --
Executive Vice President, Chief 1996 53,077(c) 350,000 -- 239,300 --
Financial Officer and Treasurer
ROBBIN L. AYERS 1997 158,462 -- -- -- 15,021(e)
Executive Vice President and 1996 143,200 150,000 10,664(d) 70,000 13,064(e)
GM-International 1995 131,437 60,000 45,066(d) 5,000(f) 14,100(e)
ALAN H. FRIEDMAN 1997 165,000 -- -- -- 9,300(e)
Executive Vice President 1996 146,154(g) 75,000 -- 45,500 9,609(e)
ANDREA M. KENYON 1997 150,000 -- -- -- 346(e)
General Counsel and Secretary 1996 66,346(h) 45,000 -- 33,000 --
</TABLE>
- --------------------------------
(a) Represents payment for services from February 1996 rendered on behalf of
the Company.
(b) Represents payments to compensate Mr. Calvano for certain stock options
($396,000) and restricted stock awards ($118,482) granted by his former
employer and forfeited by him when he began rendering services on behalf
of the Company.
(c) Represents payment for services from September 1996 rendered on behalf of
the Company.
(d) Represents reimbursable living expenses provided for an expatriate
assignment.
(e) Represents contributions to the Company's Retirement Savings Plan.
(f) Represents shares of First Data prior to the two-for-one stock split
effective November 1, 1996.
(g) Represents payment for services from April 1996 rendered on behalf of the
Company.
(h) Represents payment for services from July 1996 rendered on behalf of the
Company.
4
<PAGE>
OPTION VALUE TABLE
The following table sets forth information as of December 31, 1997,
concerning the value of unexercised options held by each of the Named Executive
Officers. No Named Executive Officer exercised any stock options in 1997.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS AT DECEMBER 31, 1997
NAME EXERCISABLE UNEXERCISABLE
- ---- ----------- -------------
<S> <C> <C>
James F. Calvano....................................................... 71,775 215,325
John M. Fowler......................................................... 59,825 179,475
Robbin L. Ayers ....................................................... 17,500 52,500
Alan H. Friedman ...................................................... 11,375 34,125
Andrea M. Kenyon ...................................................... 8,250 24,750
</TABLE>
All Options held by the Named Executive Officers on December 31, 1997 had
an exercise price of $12.00 per share which amount exceeded the trading price of
the Common Stock of the Company ("Common Stock") at December 31, 1997 of $10.75.
As set forth immediately below, all such options have been cancelled and a
cashout payment of $4.875 per share times the number of shares of Common Stock
underlying the total of exercisable and unexercisable options held by each Named
Executive Officer was remitted to such Officers on April 16, 1998.
MATERIAL CONTRACTS AND AGREEMENTS WITH EXECUTIVE OFFICERS
STOCK OPTION PLANS. As set forth at Item 12, on April 6, 1998 the Gotham
Investors, as defined below, became the beneficial owner of more than 25% of the
Common Stock. Pursuant to the Company's 1996 Stock Option Plan and the Company's
1996 Broad Based Stock Option Plan (collectively the "Option Plans") the
acquisition by a person of 25% or more of the Common Stock constitutes a Change
in Control (as defined in the Option Plans). Upon a Change in Control, the
Company is obligated to immediately cancel all outstanding options and, within
ten days of the Change in Control, remit in cash to each option holder an amount
equal to the number of shares of Common Stock then subject to such option,
multiplied by the excess of (i) the greater of (A) the highest per share price
offered to stockholders of the Company in any transaction whereby the Change in
Control takes place or (B) the Fair Market Value (as defined under the Plans) of
a share of Common Stock on the date of occurrence of the Change in Control over
(ii) the purchase price per share of Common Stock subject to the option. The
Company made such payment under the Plans on April 16, 1998 in the approximate
amount of $5.8 million.
RETENTION PLAN. Each Named Executive Officer is subject to the Company's
Executive Retention Plan (the "Retention Plan"). The Retention Plan generally
provides for severance payments and benefit continuation following a Change in
Control of the Company (as defined in the Retention Plan) after which the
affected Named Executive Officer is either terminated without cause, leaves
after suffering a reduction in salary or benefits, or is required to relocate
(collectively, a "Termination"). Under the Retention Plan, Mr. Calvano is
entitled to receive a severance payment in an amount equal to three times his
salary and bonus for the immediately preceding twelve months upon a Termination.
Each of the other Named Executive Officers is entitled to receive a severance
payment of two times his or her respective salary and bonus for the immediately
preceding twelve months upon a Termination. In addition, certain persons which
have been selected by the Chief Executive Officer are entitled to receive a
severance payment of one times his or her respective salary and bonus for the
immediately preceding twelve months upon a Termination. Employees who collect
payments under the Retention Plan may not receive payments under the Company's
Severance Pay Plan for Senior Management. As defined in the Retention Plan, a
change in control of the Company would occur upon completion of the Offer.
The Retention Plan was amended on May 13, 1997 to provide, that in the
event that the payments described above constitute an excess parachute payment
as defined in the Internal Revenue Code of 1986, as amended (the "Code"), the
Company will pay to the employee an additional amount (the Gross-up Payment)
equal to the excise tax and all income taxes related to such payment, such that
the net amount retained by the employee will equal the total payments.
5
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors is responsible for
establishing compensation policies applicable to the Company's Executive
Officers and, pursuant to such policies, determining the compensation payable to
the Company's Chief Executive Officer and, after taking into account
recommendations of the Chief Executive Officer, all other Executive Officers.
The following report relates to compensation payable to the Company's Executive
Officers, including the Named Executive Officers, for the year ended December
31, 1997:
COMPONENTS OF COMPENSATION
There are three components to compensation payable to the Company's
Executive Officers: (1) base salary; (2) annual incentive compensation in the
form of cash bonuses; and (3) equity-based incentive compensation in the form of
stock options.
COMPENSATION POLICIES
The Compensation policies of the Compensation Committee are: (i) to
establish base salaries that are competitive with those payable by national
companies with which MoneyGram competes in the recruitment of senior management;
(ii) to tie cash bonuses to achievement of pre-established targets for the
Company's profitability and to individual performance; and (iii) to use stock
options to promote equity ownership in the Company at levels deemed appropriate
considering each executive's position within the Company.
COMPENSATION PAYABLE TO EXECUTIVE OFFICERS
BASE SALARIES. Base salaries for Executive Officers are reviewed and
adjusted annually based on information regarding competitive salaries, including
salary survey data provided by third parties and information prepared by
management regarding salaries payable by the Company's competitors in similar
industries. The average increase in base salaries for all Executive Officers
corresponds to the average percentage increase in salaries payable to all
employees. Individual increases are established by the Compensation Committee,
taking into account recommendations of the Chief Executive Officer concerning
the overall effectiveness of each executive.
CASH BONUSES. Cash bonuses are determined under the Company's Incentive
Compensation Plan adopted by the Compensation Committee, which annually
establishes payout amounts based on a Company profitability target. No bonus is
payable unless the profitability target is achieved, and larger bonuses, up to a
maximum, are payable in the event the profitability target is exceeded. In
considering the amount of payout, the individual's performance is a major
factor. Payments under the Incentive Compensation Plan are made after results of
the applicable year are known. No bonuses were paid for the year 1997.
STOCK OPTIONS. Stock options are granted by the Compensation Committee to
provide equity-based long-term incentive compensation to the Company's executive
officers. Individual grants to Executive Officers are made by the Compensation
Committee, taking into account recommendations of the Chief Executive Officer.
The Compensation Committee believes that encouraging equity ownership through
stock options will enhance management incentives to improve shareholder value.
In addition, the grant of stock options, which vest over time, encourages
executives to remain with the Company and to focus on longer term results.
CHIEF EXECUTIVE OFFICER COMPENSATION
Compensation payable to the Company's Chief Executive Officer consists of
the same three components described above, and is determined by the Compensation
Committee following the same policies utilized for all executives. Base salary
is reviewed and adjusted annually, utilizing national salary survey data
provided by third parties and comparable industry information (generated by
management) based on the Compensation Committee's evaluation of the Chief
Executive Officer's overall effectiveness.
6
<PAGE>
The Chief Executive Officer is entitled to a bonus under the Incentive
Compensation Plan that is tied primarily to corporate profitability.
William D. Guth, Chairman
Brian J. Fitzpatrick
COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION
There were no Compensation Committee interlocks or insider participation
during 1997.
COMPENSATION OF DIRECTORS
For fiscal year 1997, all directors who were not employees of the Company
were paid an annual retainer of $12,000. Those directors who are employees of
the Company do not receive any compensation for their services as directors. The
Company reimbursed all directors for travel and other necessary business
expenses incurred in the performance of their services for the Company.
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return (stock
price appreciation of the Company's Common Stock) with the cumulative total
return of the S&P Small Cap 600 Index and the S&P Services (Data Processing)
Index for the period of December 11, 1996 through December 31, 1997.
<TABLE>
<CAPTION>
COMPARISON OF 12 MONTH CUMULATIVE TOTAL RETURN*
<S> <C> <C>
Among Moneygram Payments Systems, Inc., The S&P Smallcap 600 Index
and The S&P Services (Data Processing) Index
Moneygram Payment System Inc S&P Smallcap 600
12/11/96 100 100
12/96 110 101
12/97 90 127
<CAPTION>
COMPARISON OF 12 MONTH CUMULATIVE TOTAL RETURN*
<S> <C>
Among Moneygram Payments Systems, Inc., The S&P Smallcap 600 Index
and The S&P Services (Data Processing) Index
S&P Services (Data Processing)
12/11/96 100
12/96 92
12/97 101
</TABLE>
* $100 Invested on 12/11/96 in stock or on 11/30/96 in Index - including
reinvestment of dividends. Fiscal year ending December 31.
7
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth as of April 6, 1998 (except with respect to
Gotham Partners, L.P. as detailed in footnote 1 below, and Weiss, Peck & Greer,
LLC, as detailed in footnote 4 below), certain information with respect to each
stockholder known to the Company to beneficially own more than five percent of
its Common Stock (based solely on filings with the SEC) and information with
respect to the beneficial ownership of the Common Stock by (i) the current
directors of the Company, (ii) the Executive Officers of the Company and (iii)
all such directors and Executive Officers of the Company as a group. Except as
otherwise indicated, the stockholders listed in the table have sole voting and
investment power with respect to the Common Stock owned by them. To the
Company's knowledge, other than as set forth in the Company's Schedule 14D-9
filed with the Securities and Exchange Commission on April 10, 1998 with respect
to the tender offer by a subsidiary of Viad Corp for the Common Stock of the
Company ("Tender Offer"), and as set forth in footnote 6 below, there are no
arrangements or agreements which would result in a change in control of the
Company at a subsequent date.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP OF BENEFICIAL OWNERSHIP OF CLASS
<S> <C> <C>
Gotham Partners, L.P. (1) ............................................. 5,124,300 31.03%
110 East 42nd Street
New York, NY 10017
Transamerica Corporation (2) .......................................... 3,274,400 19.83%
600 Montgomery Street
San Francisco, CA 94111
The Capital Group Companies, Inc. (3) ................................ 2,469,900 14.96%
333 South Hope Street
Los Angeles, CA 90071
Weiss, Peck & Greer, LLC (4) .......................................... 1,412,000 8.55%
One New York Plaza
New York, NY 10004
The Kaufmann Fund, Inc. (5) ........................................... 914,500 5.54%
140 East 45th Street
New York, NY 10017
James F. Calvano ...................................................... 119,875 (6) (7)
Robbin L. Ayers ....................................................... 12,000 (6) (7)
John M. Fowler......................................................... 120,000 (6) (7)
Brian J. Fitzpatrick................................................... 1,000 (6) (7)
Alan H. Friedman ...................................................... 8,000 (6) (7)
William D. Guth ....................................................... 500 (6) (7)
Andrea M. Kenyon ...................................................... 200 (6) (7)
Sanford Miller ........................................................ 12,000 (6) (7)
All Directors and Executive Officers as a Group (8 Persons)............ 273,575 (6) 1.66%
</TABLE>
- ------------------
(1) According to the amended Schedule 13D dated April 7, 1998 (the "Gotham
Schedule 13D"), jointly filed by Gotham Partners, L.P. ("Gotham"), Gotham
Partners II, L.P. ("Gotham II") and Gotham International Advisors, L.L.C.
("Gotham Advisors") (collectively, the "Gotham Investors") the 5,124,300
shares of Common Stock reflected as beneficially owned by the Gotham
Investors includes 4,063,558 owned by Gotham, 27,842 owned by Gotham II
with each entity having sole voting and investment power with respect to
the shares that it owns, and 1,032,900 shares for which Gotham Advisors has
voting and investment power pursuant to an investment management agreement
with
8
<PAGE>
Gotham Partners International, Ltd. According to the Gotham Schedule 13D,
the Gotham Investors believe that the Tender Offer amount of $17.00 per
share of Common Stock is inadequate.
(2) According to the amended Schedule 13D dated August 13, 1997, the amount
reflected as beneficially owned by Transamerica Corporation
("Transamerica") includes 989,500 shares owned directly and 2,284,900 owned
by its direct and indirect subsidiaries, including 602,000 shares owned for
the benefit of unaffiliated investment advisory clients of one of such
subsidiaries. Transamerica Corporation expressly disclaims beneficial
ownership as well as voting and investment power with respect to all shares
owned by its subsidiaries and claims that such subsidiaries are eligible to
file on Schedule 13G to report their respective ownership interests. Some
of the shares purchased by the Gotham Investors on April 6 (see footnote 1
above) may have been sold by Transamerica. However, because no amendment
has been filed by Transamerica as of the close of business on Thursday,
April 9, 1998, the Company has been unable to confirm such a sale of
shares.
(3) According to the amended Schedule 13G dated February 10, 1998 jointly filed
by Capital Group Companies, Inc. ("Capital") and its wholly owned
subsidiaries, Capital Guardian Trust Company ("Capital Trust"), SMALLCAP
World Fund, Inc. ("SMALLCAP") and Capital Research and Management Company
("Capital Management"), Capital claims sole investment power with respect
to all shares reflected as beneficially owned and sole voting power with
respect to 1,591,300 shares. Capital Trust claims sole voting and
investment power with respect to 1,591,300 shares as a result of serving as
investment manager of various of its institutional banking accounts.
SMALLCAP, which receives investment advisory advice from Capital
Management, claims sole voting power with respect to 878,600 shares,
attributing investment power over those shares to Capital Management.
(4) According to the Schedule 13D dated April 6, 1998 filed by Weiss, Peck &
Greer, L.L.C. ("Weiss Peck") (the "Weiss Peck 13D"), Weiss Peck shares
voting and investment power of these shares with its brokerage and
investment advisory clients but disclaims beneficial ownership of any of
such shares. According to the Weiss Peck 13D, Weiss Peck believes that the
Tender Offer amount of $17.00 per share of Common Stock is inadequate.
(5) According to the Schedule 13G dated December 31, 1997 filed by The Kaufmann
Fund, Inc., it is an investment company that has sole voting and
dispositive power over such shares.
(6) On April 6, 1998, as described in footnote 1 above, Gotham Investors became
the beneficial owner of more than 25% of the Shares. The acquisition by a
person or group of 25% or more of the shares constitutes a Change in
Control (as defined under the Option Plans). Upon such Change of Control,
the Company became obligated to immediately cancel all outstanding options
and, within ten days of the Change of Control, remit a cashout payment as
calculated pursuant to the Option Plans. That cashout payment occurred on
April 16, 1998. Accordingly, the above indicated individuals held options
that are subject to such Change of Control provisions. The shares
represented by such options are not included in the above Beneficial
Ownership amounts. Had a Change of Control not occurred, the respective
Beneficial Ownership amounts would have been greater by the following
amounts: 71,775 for Mr. Calvano; 17,500 for Mr. Ayers; 59,825 for Mr.
Fowler; 1,250 for Mr. Fitzpatrick; 11,375 for Mr. Friedman; 1,250 for Mr.
Guth; 8,250 for Ms. Kenyon; 1,250 for Mr. Miller; and 172,475 for all
Executive Officers and directors as a group.
(7) Less than 1%.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In December 1997, Mr. Robert Calvano, the brother of James Calvano, was
hired by the Company as its East Coast Regional Vice President-Sales.
9
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MONEYGRAM PAYMENT SYSTEMS, INC.
By: /s/ John M. Fowler
------------------------
John M. Fowler
Director, Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
Date: April 24, 1998
10
