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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: April 10, 1998
VIAD CORP
(Exact name of registrant as specified in its charter)
DELAWARE 001-11015 36-1169950
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1850 N. CENTRAL AVE., PHOENIX ARIZONA 85077
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 207-4000
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ITEM 5. OTHER EVENTS.
In a press release dated April 6, 1998, Viad Corp ("Viad")
announced that it would acquire MoneyGram Payment Systems,
Inc. ("MoneyGram"), a provider of consumer money wire
transfer services. On April 10, 1998, Viad commenced a cash
tender offer through the filing of Schedule 14D-1 with the
Securities and Exchange Commission for all outstanding
MoneyGram shares at a purchase price of $17 per share. The
offer is subject to customary conditions, including
regulatory approvals and the valid tender of a majority of
MoneyGram's outstanding shares.
In a separate press release also dated April 6, 1998, Viad
announced the sale of Aircraft Services International Group.
Copies of the press releases are attached as Exhibits to
this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release
99.2 Press Release
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
VIAD CORP
By: /s/ Richard C. Stephan
--------------------------
Richard C. Stephan
Vice President - Controller
DATE: April 10, 1998
EXHIBIT 99.1
VIAD CORP TO ACQUIRE MONEYGRAM PAYMENT SYSTEMS, INC.
MONEYGRAM TO BE COMBINED WITH TRAVELERS EXPRESS COMPANY
PHOENIX, Ariz., April 6, 1998 - Viad Corp (NYSE:VVI), and MoneyGram
Payment Systems, Inc. (NYSE:MNE), announced today that they have
signed a definitive agreement in which Viad will acquire MoneyGram,
one of the nation's leading money wire transfer companies. Viad will
commence a cash tender offer no later than April 10th for all
outstanding MoneyGram shares at a purchase price of $17 per share.
MoneyGram's 1997 revenues were $141 million. The offer is subject to
customary conditions, including regulatory approvals and the valid
tender of a majority of MoneyGram's outstanding shares.
The transaction will be non-dilutive to Viad's 1998 income from
continuing operations and is expected to be accretive to Viad's 1999
earnings per share. Viad's cost of the acquisition is expected to be
$287 million, excluding transaction costs. The board of directors of
MoneyGram has recommended approval of the transaction.
The MoneyGram business is intended to be part of Viad's Travelers
Express Company of Minneapolis, the nation's largest money order and
second largest electronic bill payment services company.
"We are very pleased to be bringing together MoneyGram and Travelers
Express," said Robert H. Bohannon, Viad's chairman, president,
and chief executive officer. "The acquisition is a big move
toward accelerating growth in one of our leading core businesses--
financial payment systems. It allows us to quickly enter the
billion dollar global wire transfer market while providing
cross-marketing opportunities for both money order and money
wire transfer products."
Headquartered in Lakewood, Colo., MoneyGram was formed in 1988 by
American Express and became a separate publicly traded company in
1996 following its FTC mandated divestiture by First Data Corporation,
a former subsidiary of American Express.
"We are excited about the combination of these complementary
businesses," said James F. Calvano, MoneyGram's chairman and chief
executive officer. "This transaction addresses many of the strategic
challenges MoneyGram has faced in the marketplace, particularly in
distribution and technology, and presents an outstanding opportunity
to grow our business."
The wire transfer market has been growing 20 to 30 percent per
year for the last ten years. MoneyGram is operating in more than 100
countries, with its strongest presence in the wire transfer of money
from the U.S. to Mexico. The company's agent network in Latin America
is increasing, and the company recently added agents in the U.K.,
Spain, Germany, Switzerland, Belgium, Norway and Ireland.
Philip W. Milne, president and chief executive officer of Travelers
Express, said, "MoneyGram's strong brand awareness and consumer
recognition provides a great fit with our Travelers Express money order
and retail electronic bill payment businesses. Combining our 47,000
retail locations with 22,000 MoneyGram locations, gives us a tremendous
opportunity for cross-selling our products. This is a further step in
our long-term strategy to put together a comprehensive package of
financial services for consumers and financial institutions."
Travelers Express has completed six acquisitions since 1996,
including Financial Services Management Corp., the nation's leading
processor of rebate checks, and Game Financial Corporation, a company
providing casinos with cash access services for patrons through the
use of credit card cash advances, check cashing and automated teller
machines.
In addition to money wire transfer, MoneyGram provides express
bill payment services, phone card sales and money orders through
a number of its agent locations in the U.S., all of which complement
and add to Travelers Express' product lines.
Established in 1940, Travelers Express sells 275 million money
orders annually, and also provides official check, share draft
processing, and electronic bill payment services for financial
institutions. Its payment systems group serves more than 5,000 banks,
credit unions and other financial institutions. Travelers Express
annually processes about 750 million payment transactions valued at
approximately $100 billion.
Salomon Smith Barney advised Viad Corp on the transaction, and
Morgan Stanley Dean Witter advised MoneyGram.
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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EXHIBIT 99.2
VIAD CORP SELLS ITS AIRCRAFT SERVICES COMPANY
ASIG Sold to Ranger Aerospace Corporation
PHOENIX, Ariz., April 6, 1998 - Robert H. Bohannon, chairman,
president and chief executive officer of Viad Corp (NYSE:VVI),
announces the disposition of a Viad subsidiary, Aircraft Services
International Group (ASIG), for an undisclosed cash price to Ranger
Aerospace Corporation, a Delaware corporation.
Based in Miami, ASIG provides refueling, ground handling,
maintenance and facility management at approximately 40 airports
throughout the U.S., U.K., Germany and the Bahamas. The company
delivers more than three billion gallons of fuel to 1.4 million
flights annually.
"This is a further step in our plan to concentrate on three core
business segments - payment services, convention services and
airline catering," Bohannon said. "ASIG did not fit our mix
of businesses and the sale provides funds for growth in
other areas."
Ranger Aerospace Corporation is a company that was formed to
participate in the consolidation trend in the aviation services
industry.
Terms of the agreement include sale of 100 percent of the stock of
ASIG and related operating companies. Included in the sale is
Aircraft Services Limited, a U.K. subsidiary of ASIG that is the
number one independent into-plane fueling agent at London's
Heathrow Airport.
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,
Arizona.
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