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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
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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<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. 5 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").
The sole purpose of this Amendment No. 5 is to file Exhibit (a)(14). The
EDGAR submission of Amendment No. 4 inadvertently included Exhibit (a)(12), and
failed to include Exhibit (a)(14). The Revised Press Release issued by Parent on
May 11, 1998 is filed with this Statement as Exhibit (a)(14).
Capitalized terms not separately defined herein shall have the meaning
specified in the Statement.
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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
-----------------------------------
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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May 11, 1998
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EXHIBIT INDEX
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<CAPTION>
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
(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)(14)
[VIAD CORP LETTERHEAD]
NEWS
FOR IMMEDIATE RELEASE
REVISED NEWS RELEASE
CONTACT: William Peltier
(602) 207-5812
[email protected]
PRESS RELEASE
VIAD REVISES MONEYGRAM
CASH TENDER OFFER TO $17.35 PER SHARE
EXTENDS TENDER OFFER TO MAY 22
PHOENIX, Ariz., May 11, 1998 -- Viad Corp (NYSE:VVI) today announced a revised
offer to acquire MoneyGram Payment Systems, Inc. (NYSE:MNE). Viad is now
offering to purchase all outstanding MoneyGram shares for cash at $17.35 per
share. The offer, which commenced on April 10, 1998, and was scheduled to
expire at 6:00 p.m., New York City time on May 8, has been extended to 6:00
p.m., New York City time on May 22, 1998.
Viad will not further increase its offer price above $17.35. If Viad has
not received a majority of MoneyGram's shares by the extended expiration date,
the offer will be terminated. MoneyGram is intended to be part of Viad's
Travelers Express Company in Minneapolis, the nation's largest money order
company. If a majority of the shares are tendered, Viad is prepared to promptly
close this transaction based on the regulatory approvals it has received.
At the close of business Friday, May 8, there were 4,976,441 shares
tendered, representing approximately 30.1 percent.
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.
