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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 6
TO
SCHEDULE 14D-1
(FINAL AMENDMENT)
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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<S> <C>
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. 6 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on April 10, 1998, amended and supplemented on April 16,
1998, April 29, 1998, May 8, 1998 and May 11, 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"), upon the terms and subject to the conditions set
forth in Purchaser's Offer to Purchase dated April 10, 1998, amended and
supplemented on April 16, 1998, April 29, 1998, May 8, 1998 and May 11, 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").
Capitalized terms not separately defined herein shall have the meaning specified
in the Statement. This Amendment No. 6 constitutes the final amendment to the
Statement.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented as follows:
The Offer expired at 6:00 p.m., New York City time, on Friday, May 22,
1998. On June 1, 1998, and promptly upon receiving confirmation from the
Depositary regarding the number of shares tendered, the Purchaser accepted
for payment 11,101,525 Shares, which represents approximately 67.2% of the
Shares currently outstanding. A copy of the press release announcing the
expiration of the Offer and the intent to accept the validly tendered and
not withdrawn Shares is attached hereto as Exhibit (a)(15) and is
incorporated hereby by reference in its entirety.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented as follows:
The Offer terminated at 6:00 p.m., New York City time, on May 22,
1998.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented as follows:
(a)(15) Press Release issued by Parent on May 26, 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
----------------------------------
Title: Secretary and Associate
General Counsel
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June 3, 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
(a)(11)* Supplement to Offer to Purchase dated May 8, 1998
(a)(12)* Press Release issued by Parent on May 8, 1998
(a)(13)* Supplement to Offer to Purchase dated May 11, 1998
(a)(14)* Revised Press Release issued by Parent on May 11, 1998
(a)(15) Press Release issued by Parent on May 26, 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)(15)
[VIAD LETTERHEAD]
CONTACT: William H. Peltier
602-207-5812
VIAD CORP SUCCESSFULLY COMPLETES TENDER OFFER FOR MONEYGRAM
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MONEYGRAM TO BECOME PART OF TRAVELERS EXPRESS
PHOENIX, Ariz., May 26, 1998 -- Viad Corp (NYSE:VVI) announced today the cash
acquisition of MoneyGram Payment Systems, Inc. (NYSE:MNE) at a price of $17.35
per share. MoneyGram, one of the nation's leading money wire transfer
companies, will become a part of Viad's wholly owned subsidiary, Travelers
Express Company of Minneapolis, the nation's largest money order company.
"MoneyGram is a great, great strategic fit with Travelers Express," said
Robert H. Bohannon, Viad's chairman, president and chief executive officer.
"There are numerous synergies between the two companies that will accelerate
expansion of our payment services business. MoneyGram gives us instant access
to the billion dollar global wire transfer market, as well as providing
cross-marketing opportunities for both money order and money wire transfer
products. This acquisition also furthers our major drive to expand Viad's core
businesses and extend our leadership in each business sector in which we
operate."
The tender offer, which commenced on April 10, 1998, was completed on
Friday, May 22. Viad was tendered a sufficient number of shares to complete the
transaction. According to the Depository for the offer, 11,155,362 shares of
common stock of MoneyGram were tendered, including 1,489,874 shares tendered
by notice of guaranteed delivery, representing approximately 67.6 percent of
the shares outstanding as of the close of business on May 22, 1998. A total of
5,358,438 shares were not tendered.
Headquartered in Lakewood, Colo., MoneyGram was formed in 1988 and today
operates in more than 100 countries, with its strongest presence in the wire
transfer of money from the U.S. to Mexico. The wire transfer market has been
growing 20 to 30 percent per year for the last ten years.
Philip W. Milne, president and chief executive officer of Travelers
Express said, "Combining our 50,000 retail locations with MoneyGram's 22,000
locations provides a tremendous opportunity for marketing our products. This is
a big step in our long-term strategy to provide a comprehensive package of
financial services for consumers and financial institutions."
James F. Calvano, MoneyGram's chairman and chief executive officer, said,
"We are excited about the combination of these complementary businesses and the
positive distribution and technology expertise Travelers Express will bring to
our business. In like manner, our global presence and strong brand awareness
will assist Travelers Express to grow in new markets. It's a great opportunity
for us both."
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. Headquarters are in Phoenix, Ariz.
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