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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
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. 3 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on April 10, 1998, amended and supplemented on April 16,
1998, and on April 29, 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.
(f) The response to Item 10(f) is hereby amended and supplemented as
follows:
The Offer has been extended to 6:00 p.m., New York City time, on
Friday, May 8, 1998. Parent issued a Press Release announcing such
extension and reporting that approximately 4.4 million Shares had been
tendered pursuant to the Offer and not withdrawn as of the close of
business on Thursday, May 7, 1998. A copy of the Press Release has been
filed as Exhibit (a)(12) to this Amendment No. 3 and is incorporated
herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented as follows:
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(a)(11) Supplement to Offer to Purchase dated May 8, 1998
(a)(12) Press Release issued by Parent on May 8, 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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May 8, 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
(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)(11)
SUPPLEMENT DATED MAY 8, 1998
TO
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
MONEYGRAM PAYMENT SYSTEMS, INC.
AT
$17.00 NET PER SHARE
BY
PINE VALLEY ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY
OF
VIAD CORP
The Offer to Purchase ("Offer to Purchase"), dated April 10, 1998, of Pine
Valley Acquisition Corporation, a wholly owned subsidiary of Viad Corp. is
amended and supplemented as follows:
7. CERTAIN INFORMATION CONCERNING THE COMPANY.
The last two paragraph of Section 7. Certain Information Concerning The
Company--Projected and First Quarter 1998 Financial Information (page 14) are
deleted and replaced in their entirety with the following:
"The Company has advised Parent and Purchaser that the
Projections were not prepared with a view to public disclosure or
compliance with the published guidelines of the Commission or the
guidelines established by the American Institute of Certified Public
Accountants regarding projections. The Projections are included in
this Offer to Purchase only because they were provided to Parent. They
were not prepared with a view to reliance by Company stockholders in
making a decision in connection with the Offer or in making any other
investment decision. None of Parent, Purchaser or any of their
respective advisors or any other party who received such information
assumes any responsibility for the validity, reasonableness, accuracy
of completeness of the projections. Although presented with numerical
specificity, the Projections are based upon a variety of assumptions,
all established by management of the Company, relating to the
businesses of the Company, industry performance, general business and
economic conditions and other matters, all of which may not be
realized and are forward looking statements and are subject to
significant uncertainties and contingencies, many of which are beyond
the control of the Company. There can be no assurance that the
Projections set forth above will be realized, and actual results may
vary materially from those shown. The Projections have not been
examined or compiled by the Company's Independent Public Accountants.
For these reasons, as well as the bases on which the Projections
were compiled, there can be no assurance that actual results will not
differ materially from those estimated. The inclusion of the
Projections herein should not be regarded as an indication that
Parent, Purchaser, any of their respective advisors or any other party
who received such information considers it an accurate prediction of
future events. Parent performed an independent assessment of the
Company's value and did not rely upon the Projections. None of the
Parent, Purchaser of any other party has made, or makes, any
representation to any person regarding the information contained in
the Projections and none of them intends publicly to update or
otherwise publicly revise the Projections set forth above even if
experience or future changes make it clear that the Projections will
not be realized."
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15. CERTAIN CONDITIONS TO THE OFFER.
The first paragraph of Section 15 (page 35) is deleted and replaced in its
entirety by the following:
"Notwithstanding any other provision of the Offer, Purchaser
shall not be required to accept for payment or pay for any Shares
tendered pursuant to the Offer and may postpone the acceptance for
payment of and payment for Shares tendered, if (a) as of the
expiration date the Minimum Condition shall not have been satisfied,
(b) any applicable waiting period under the HSR Act shall not have
expired or been terminated prior to the expiration of the Offer, (c)
as of the expiration date any Pre-Offer Approval shall not have been
obtained; or (d) at any time on or after the date of the Merger
Agreement, and prior to the expiration date, any of the following
conditions shall exist:"
Except as set forth in this Supplement, the terms and conditions of the
Offer to Purchase remain applicable in all respect to the Offer, and this
Supplement should be read in conjunction with the Offer to Purchase. Capitalized
terms used but not defined in this Supplement shall have the meaning assigned to
them in the Offer to Purchase.
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EXHIBIT 99(A)(12)
VIAD
VIAD CORP
1860 NORTH CENTRAL
AVENUE
PHOENIX, AZ 85077
William H. Peltier
602/207-5812
[email protected]
VIAD EXTENDS $17 CASH TENDER OFFER
FOR MONEYGRAM TO 6 P.M. TODAY
PHOENIX, Ariz., May 8, 1998 -- Viad Corp (NYSE:VVI) said today it is
extending its cash tender to buy MoneyGram Payment Systems, Inc. (NYSE:MNE) at a
price of $17 per share. The offer, which commenced on April 10, 1998, and was
scheduled to expire at 12:00 noon, New York City time today, May 8, has been
extended to 6:00 p.m., New York City time, today, May 8, 1998.
If a majority of the shares are tendered, Viad is prepared to close this
transaction based on regulatory approvals it has received. According to the
Depository for the offer, approximately 4.4 million shares of common stock of
MoneyGram, representing approximately 26.6 percent of the shares outstanding,
had been tendered and not withdrawn pursuant to the tender offer as of the close
of business on May 7, 1998. MoneyGram is intended to be part of Viad's Travelers
Express Company in Minneapolis, the nation's largest money order company.
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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