CUSIP No. 92552R109 13D Page 1 of 12
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 3)
Viad Corporation
(NAME OF ISSUER)
Common Stock
(TITLE OF CLASS OF SECURITIES)
92552R109
(CUSIP Number)
Leslie M. Kratter
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(415) 312-4018
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 1, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
less than five percent of such class. See Rule 13d-7.)
CUSIP No. 92552R109 13D Page 2 of 12
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Resources, Inc.
13-2670991
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,250,800 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.7%
14. TYPE OF REPORTING PERSON HC; CO
CUSIP No. 92552R109 13D Page 3 of 12
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles B. Johnson
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,250,800 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.7%
14. TYPE OF REPORTING PERSON IA; HC (See Item 5)
CUSIP No. 92552R109 13D Page 4 of 12
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rupert H. Johnson, Jr.
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,250,800 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.7%
14. TYPE OF REPORTING PERSON IA; HC (See Item 5)
CUSIP No. 92552R109 13D Page 5 of 12
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Mutual Advisers, Inc.
22-3463202
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
9,250,800 (See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
9,250,800 (See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,250,800 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.7%
14. TYPE OF REPORTING PERSON IA
CUSIP No. 92552R109 13D Page 6 of 12
Items 2, 5, 6 and 7 of the Schedule 13D, initially filed on January 17, 1996,
as amended on April 2, 1996, and on July 8, 1996, are hereby amended and
restated in their entirety as follows:
Item 2. Identity and Background
(a) Name:
Franklin Resources, Inc. (FRI)
(b) State of Organization:
Delaware
(c) Principal Business:
A diversified financial services holding company whose
primary business is providing, through operating
subsidiaries, management, administrative, and
distribution services to the open and closed-end investment
companies comprising the Franklin/Templeton Group of Funds,
the Franklin Mutual Series Fund Inc., managed accounts and
other investment products.
Address of Principal Business/Principal Office:
777 Mariners Island Blvd.
San Mateo, CA 94404
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Charles B. Johnson
(b) Business Address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Principal Business:
President/Chief Executive Officer/Director,
and Principal Shareholder,
Franklin Resources, Inc.
CUSIP No. 92552R109 13D Page 7 of 12
777 Mariners Island Blvd.
San Mateo, California 94404,
Parent Company of a number of investment advisers and
administrative companies providing investment advice and
administrative services to the Franklin/Templeton Group of Funds,
the Franklin Mutual Series Fund Inc., managed accounts and other
investment products.
Director,
Franklin Mutual Advisers, Inc.
51 John F. Kennedy Parkway
Short Hills, NJ 07078
An investment adviser registered with the U.S. Securities and
Exchange Commission (SEC) and investment adviser to the
Franklin Mutual Series Fund Inc.
d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Rupert H. Johnson, Jr.
(b) Business Address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Principal Business:
Executive Vice President/Director/Principal Shareholder,
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404,
Parent Company of a number of investment advisers and
administrative companies providing investment advice and
administrative services to the Franklin/Templeton Group of Funds,
the Franklin Mutual Series Fund Inc., managed accounts and other
investment products.
Director,
Franklin Mutual Advisers, Inc.
51 John F. Kennedy Parkway
Short Hills, NJ 07078
CUSIP No. 92552R109 13D Page 8 of 12
An investment adviser registered with the U.S. Securities and
Exchange Commission (SEC) and investment adviser to the
Franklin Mutual Series Fund Inc.
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Franklin Mutual Advisers, Inc. (FMAI)
(b) State of Organization:
Delaware
(c) Principal Business:
An investment adviser registered with the U.S. Securities and
Exchange Commission (SEC) and investment adviser to the Franklin
Mutual Series Fund Inc.
Address of Principal Business/Principal Office:
51 John F. Kennedy Parkway
Short Hills, NJ 07078
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) The name, residence or business address, and the principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each executive
officer and director and each controlling person, if any, of the reporting
persons named above is set forth in Exhibit A-1 hereto. To the best knowledge
of the persons listed in Item 2 hereof, each person listed on Exhibit A-1 is a
United States citizen and, during the last five years, no person listed in
Exhibit A-1 attached (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to, a judgment, decree or
CUSIP No. 92552R109 13D Page 9 of 12
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 5. Interest in Securities of the Issuer
(a-b) On November 1, 1996, Franklin Mutual Advisers, Inc. ("FMAI"), a newly
formed wholly-owned subsidiary of Franklin Resources, Inc. ("FRI"), acquired
(the "Acquisition") certain of the assets and liabilities of Heine Securities
Corporation ("HSC"). Prior to the Acquisition, sole investment and voting power
over 9,250,800 of the shares reported on herein (the "Shares") of Issuer's
Common Stock held by HSC's advisory clients, including Mutual Series Fund Inc.,
an open-end, investment management company registered under the Investment
Company Act of 1940 (the "40 Act"), was held by HSC. In connection with the
Acquisition, Mutual Series Fund Inc. changed its name to Franklin Mutual Series
Fund Inc. ("FMSFI") and FMAI became the investment manager to HSC's former
advisory clients, including FMSFI, with sole voting and investment power over
all its portfolios and over the Shares. All investment advisory personnel
employed by HSC prior to the Merger are now employed by FMAI. No investment
advisory personnel of FRI or of any of its other subsidiaries are involved in
the investment management decisions of FMAI.
FMSFI currently has five (5) different portfolios. Since FMAI's advisory
contracts with its clients grant to FMAI sole voting and investment power over
the securities owned by its advisory clients, FMAI may be deemed to be, for
purposes of Rule 13d-3 under the Securities Exchange Act of 1934 (the "1934
Act"), the beneficial owner of the Shares representing approximately 9.7% of
the outstanding shares of Issuer's Common Stock.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders")
each own in excess of 10% of the outstanding Common Stock of FRI and are the
principal shareholders of FRI. FRI and the Principal Shareholders may be
deemed to be, for purposes of Rule 13d-3 of the 1934 Act, the beneficial owner
of securities held by persons and entities advised by FRI or its subsidiaries.
FRI and the Principal Shareholders each disclaim any economic interest or
beneficial ownership in any shares of the Common Stock covered by this
Statement.
FRI, FMAI, and the Principal Shareholders (collectively referred to as the "FRI
Entities") are of the view that they are not acting as a "group" for purposes
of Section 13(d) under the 1934 Act and that they are not otherwise required to
attribute to each other the "beneficial ownership" of securities held by any of
them or by FMSFI.
(c) There have been no transactions in the shares of the Common Stock within
the past sixty days.
(d) No person other than respective advisory clients of FMAI have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
of the sale of the securities being reported herein.
(e) Not applicable.
CUSIP No. 92552R109 13D Page 10 of 12
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer
No persons named in Item 2 herein, nor to the best of such person's knowledge,
no person named in Exhibit A-1 hereto, has any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to any securities of the Issuer, including, but not limited to, transfer or
voting of any securities, finders' fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit A-1 Executive Officers and Directors of Reporting Persons
Exhibit C-1 Joint Filing Agreement
CUSIP No. 92552R109 13D Page 11 of 12
Signatures
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.
November 13, 1996
Date
S\DEBORAH R. GATZEK
Signature
Deborah R. Gatzek
Franklin Resources, Inc.
Senior Vice President
& General Counsel
Name/Title
S\DEBORAH R. GATZEK
Deborah R. Gatzek
Franklin Mutual Advisers, Inc.
Assistant Secretary
Name/Title
__________
S\CHARLES B. JOHNSON
Signature
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13D
__________
S\RUPERT H. JOHNSON, JR.
Signature
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13D
CUSIP No. 92552R109 13D Page 12 of 12
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints DEBORAH R. GATZEK
his true and lawful attorney-in-fact and agent to execute and file with
the Securities and Exchange Commission any Schedule 13D, any
amendments thereto or any related documentation which may be
required to be filed in his individual capacity as a result of his position
as an officer, director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing which he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, may lawfully do or cause to be done by
virtue hereof.
S\CHARLES B. JOHNSON
POWER OF ATTORNEY
RUPERT H. JOHNSON, JR. hereby appoints DEBORAH R. GATZEK
his true and lawful attorney-in-fact and agent to execute and file with
the Securities and Exchange Commission any Schedule 13D, any
amendments thereto or any related documentation which may be
required to be filed in his individual capacity as a result of his position
as an officer, director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing which he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, may lawfully do or cause to be done by
virtue hereof.
S\RUPERT H. JOHNSON, JR
Exhibit A-1
EXECUTIVE OFFICERS AND DIRECTORS
Name
Present Principal Occupation/Employment
Residence or Business Address
_____________________________________________________
Jennifer J. Bolt
Vice President -FRI
FRI
Harmon E. Burns
Executive Vice President/Secretary/Director -FRI
FRI
Kenneth V. Dominguez
Senior Vice President -FRI
FRI
Martin L. Flanagan
Senior Vice President/ Treasurer/Chief Financial Officer -FRI
Director -FMAI
FRI
Loretta Fry
Vice President -FRI
FRI
Deborah R. Gatzek
Senior Vice President/General Counsel -FRI,
Assistant Secretary -FMAI
FRI
Judson R. Grosvenor
Director -FRI,
Hotel-Motel developer, builder, operator, and restaurateur
14 Sawgrass Ct., Las Vegas, NV 89113
F. Warren Hellman
Director -FRI,
Partner in investment management firm
Hellman & Friedman, 1 Maritime Plaza, 12th Floor
San Francisco, CA 94111
Donna S. Ikeda
Vice President -FRI
FRI
Charles B. Johnson
President/Chief Executive Officer/Director/Principal Shareholder -FRI
FRI
Charles E. Johnson
Senior Vice President/Director -FRI;
President of Templeton Worldwide, Inc.,
Investment Management, Director -FMAI
Templeton Worldwide, Inc., 500 E. Broward, Ste 2100
Ft. Lauderdale, FL 33394
Gregory E. Johnson
Vice President -FRI
FRI
Rupert H. Johnson, Jr.
Executive Vice President/Director/Principal Shareholder -FRI
FRI
Harry O. Kline
Director -FRI
6501 Red Hook Plaza, #201, St. Thomas, VI 00802
Leslie M. Kratter
Vice President/Assistant Secretary -FRI,
Secretary -FMAI
FRI
William J. Lippman
Senior Vice President -FRI
Director -FMSFI
Franklin Advisers, Inc., One Parker Plaza, 16th Fl, Ft. Lee, NJ 07024
Peter Sacerdote
Director -FRI,
Limited Partner/Chair of Investment Committee, Goldman, Sachs Group, L.P.,
Investment banking
Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004
Louis E. Woodworth
Director -FRI,
Private Investor/President, Alpine Corp.
Alpine Corp., 1505 7th Avenue, Seattle, WA 98119
Jeffrey A. Altman
Vice President -FMAI, FMSFI
FMAI, FMSFI
Edward J. Bradley
Treasurer -FMAI, FMSFI
FMAI, FMSFI
Elizabeth N. Cohernour
Vice President/Assistant Secretary -FMAI, FMSFI
FMAI, FMSFI
Robert L. Friedman
Vice President-FMAI, FMSFI
FMAI, FMSFI
Raymond Garea
Vice President-FMAI, FMSFI
FMAI, FMSFI
Peter Langerman
Vice President/Director -FMAI
Executive Vice President -FMSFI
FMAI, FMSFI
Michael F. Price
Chief Executive Officer/Director/President -FMAI, FMSFI
FMAI, FMSFI
Lawrence N. Sondike
Vice President -FMAI, FMSFI
FMAI, FMSFI
Edward I. Altman
Director -FMSFI,
Professor, editor, author, and financial consultant
New York Univ., 44 West 4th Street, New York, NY 10012
Ann Torre Grant
Director -FMSFI,
Executive Vice President/Chief Financial Officer,
Manager of multi-family housing
NHP Inc., 1225 I Street, N.W., Washington, DC 20005
Andrew H. Hines, Jr.
Director -FMSFI,
Consultant
Triangle Consulting Group
Bruce A. MacPherson
Director -FMSFI,
President of A.A. MacPherson, Inc.,
Electrical manufacturer representative
1 Pequot Way, Canton, MA 02021
Fred R. Milsaps
Director -FMSFI,
Manager of personal investments
2665 NE 37th Drive, Fort Lauderdale, FL 33394
Leonard Rubin
Director -FMSFI,
Chairman, Carolace Embroidery Co., Inc.
President, F.N.C. Textiles, Inc.,
Vice President, Trimtex Co. Inc.
Yacht and Racquet Club, 2727 North Ocean Boulevard A1A, Apt. 508A,
Boca Raton, FL 33431
Barry F. Schwartz
Director -FMSFI,
Executive Vice President/General Counsel,
MacAndrews & Forbes Holdings, Inc., (a diversified holding company)
35 East 62nd St, New York, NY 10021
Vaugh R. Sturtevant
Director -FMSFI,
Physician
6 Noyes Avenue, Waterville, ME 04901
Robert E. Wade
Director-FMSFI,
Attorney
225 Hardwick St., Belvidere, NJ 07823
FRI Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, CA 94404
Investment manager and administrator to Franklin/Templeton
Group of Funds, Franklin Mutual Series Fund Inc., managed
accounts and other investment products
FMAI Franklin Mutual Advisers, Inc.
51 John F. Kennedy Parkway
Short Hills, NJ 07078
Investment adviser to Franklin Mutual Series Fund Inc. and
other managed accounts
FMSFI Franklin Mutual Series Fund Inc.
51 John F. Kennedy Parkway
Short Hills, NJ 07078
Open-end, management investment company
Exhibit C-1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with each
other of the attached statement on Schedule 13D and to all amendments to such
statement and that such statement and all amendments to such statement is made
on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement on
November 13, 1996.
Signatures
FRANKLIN RESOURCES, INC.
S\DEBORAH R. GATZEK
Signature
Deborah R. Gatzek
Senior Vice President
& General Counsel
Name/Title
__________
S\CHARLES B. JOHNSON
Signature
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13D
__________
S\RUPERT H. JOHNSON, JR.
Signature
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13D
_________
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
FRANKLIN MUTUAL ADVISERS, INC.
Assistant Secretary
Name/Title
