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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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MONEYGRAM PAYMENT SYSTEMS, INC.
(NAME OF SUBJECT COMPANY)
PINE VALLEY ACQUISITION CORPORATION
AND
VIAD CORP
(BIDDERS)
COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
608910105
(CUSIP NUMBER OF CLASS OF SECURITIES)
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PETER J. NOVAK, ESQ. Copy to:
VICE PRESIDENT AND GENERAL COUNSEL FRANK M. PLACENTI, ESQ.
VIAD CORP BRYAN CAVE LLP
1850 NORTH CENTRAL AVENUE, SUITE 2212 2800 NORTH CENTRAL AVENUE, SUITE 2100
PHOENIX, ARIZONA 85077-2212 PHOENIX, ARIZONA 85004-1098
(602) 207-4000 (TELEPHONE) (602) 230-7000 (TELEPHONE)
(602) 207-5480 (FAX) (602) 266-5938 (FAX)
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON
BEHALF OF BIDDERS)
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This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on April 10, 1998 and amended and supplemented on April 16,
1998 (the "Statement") relating to the offer by Pine Valley Acquisition
Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary
of Viad Corp, a Delaware corporation ("Parent"), to purchase all outstanding
shares of Common Stock, par value $.01 per share (the "Shares"), of MoneyGram
Payment Systems, Inc., a Delaware corporation (the "Company"), at a price per
Share of $17.00, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in Purchaser's Offer to Purchase dated April
10, 1998 (the "Offer to Purchase") and in the related Letter of Transmittal
(which, as amended or supplemented from time to time, together constitute the
"Offer"), copies of which are attached to the Statement as Exhibits (a)(1) and
(a)(2), respectively.
Capitalized terms not separately defined herein shall have the meaning
specified in the Statement.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(b)-(c) is hereby amended and supplemented as follows:
On April 21, 1998, Parent and Purchaser were notified that they had been
granted early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, applicable to the Offer. On
April 24, 1998, Parent issued a press release regarding such early termination.
The full text of the press release is filed as Exhibit (a)(10) and is
incorporated by reference herein.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby supplemented as follows:
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(a)(10) Press Release issued by Parent on April 24, 1998
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
PINE VALLEY ACQUISITION CORPORATION
By: /s/ SCOTT E. SAYRE
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Name: Scott E. Sayre
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Title: Secretary
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VIAD CORP
By: /s/ SCOTT E. SAYRE
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Name: Scott E. Sayre
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Title: Secretary and Associate
General Counsel
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April 29, 1998
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EXHIBIT INDEX
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EXHIBIT
NO.
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(a)(1)* Offer to Purchase dated April 10, 1998
(a)(2)* Letter of Transmittal
(a)(3)* Notice of Guaranteed Delivery
(a)(4)* Letter from Salomon Smith Barney to Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees
(a)(5)* Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees
(a)(6)* Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(7)* Form of Summary Advertisement as published in The New York
Times (National Edition) on April 10, 1998
(a)(8)* Press Release issued by Parent on April 6, 1998
(a)(9)* Press Release issued by Parent on April 10, 1998
(a)(10) Press Release issued by Parent on April 24, 1998
(b)(1)(a)* Amended and Restated Credit Agreement, dated as of July 24,
1996, among Parent and the Banks named therein, Citicorp
USA, Inc. and Bank of America National Trust and Savings
Association
(b)(1)(b)* First Amended dated as of August 1, 1997 to Amended and
Restated Credit Agreement
(b)(1)(c)* Second Amended dated as of September 11, 1997 to Amended and
Restated Credit Agreement
(c)(1)* Agreement and Plan of Merger, dated as of April 4, 1998,
among Parent, Purchaser and the Company
(c)(2)* Confidentiality Agreement, dated as of February 11, 1998
between Parent and the Company
(g)(1)* 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.
(g)(2)* 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.
(g)(3)* Amended Class Action Complaint filed in Taam v. Calvano et.
al., and Harbor v. Calvano et. al., Court of Chancery of the
State of Delaware in and for New Castle County, April 14,
1998.
(g)(4)* Motion for Preliminary Injunction filed in Taam v. Calvano
et. al., and Harbor v. Calvano et. al., Court of Chancery of
the State of Delaware in and for New Castle County, April
14, 1998.
(g)(5)* Motion for Expedited Proceedings filed in Taam v. Calvano
et. al., and Harbor v. Calvano et. al., Court of Chancery of
the State of Delaware in and for New Castle County, April
14, 1998.
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* Previously filed.
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Exhibit 99(a)(10)
VIAD CORP
CONTACT: William Peltier
(602) 207-5812
[email protected]
PRESS RELEASE
HART-SCOTT-RODINO WAITING
PERIOD EXPIRES ON VIAD CORP ACQUISITION
OF MONEYGRAM PAYMENT SYSTEMS, INC.
PHOENIX, ARIZONA, APRIL 24, 1998 -- VIAD CORP (NYSE:VVI), today announced
with respect to its cash tender offer for all outstanding shares of the common
stock of MoneyGram Payment Systems, Inc. at $17.00 a share, that it received
early approval this week from the Justice Department under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. Viad continues to move forward with its
tender offer.
The tender offer is conditioned upon, among other things, the tender of a
majority of the outstanding shares of MoneyGram on a fully diluted basis and
receipt of regulatory approvals. The tender offer is scheduled to expire at
12:00 noon, New York City time, on Friday, May 8, 1998.
Viad Corp is a $2.5 billion S&P MidCap 400 services company with interests
in payment services, airline catering, convention services and travel and
leisure.
