<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934(1)
MoneyGram Payment Systems, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
608910105
(CUSIP Number)
Peter Novak, Esq.
Viad Corp
1850 North Central Ave., Suite 2212, Phoenix Arizona 85077 Phone: 602-207-5913
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 1, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
- ------------------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE> 2
CUSIP No. 608910105 13D Page 2 of 8 pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Viad Corp 361169950
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER 11,101,525
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 11,101,525
PERSON WITH
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 11,101,525
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.2
14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 608910105 13D Page 3 of 8 pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Pine Valley Acquisition Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER 11,101,525
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 11,101,525
PERSON WITH
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 11,101,525
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.2
14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement on Schedule 13D
(this "Statement") relates is the Common Stock, par value $.01 per share
("Securities") of MoneyGram Payment Systems, Inc. ("MoneyGram"), a Delaware
corporation, with principal offices located at 7401 West Mansfield Avenue,
Lakewood, Colorado 80235.
ITEM 2. IDENTITY AND BACKGROUND
(a) through (f)
This Statement is being jointly filed pursuant to Rule 13d-1(f) by Viad
Corp, a Delaware corporation ("Viad") and Pine Valley Acquisition Corporation, a
Delaware corporation and a wholly-owned subsidiary of Viad ("Pine Valley") (Viad
and Pine Valley Acquisition Corporation are sometimes collectively referred to
herein as the "Reporting Persons").
Viad is a Delaware corporation. Its executive offices are located at
1850 North Central Avenue, Phoenix, Arizona 85077-2410. Viad is comprised of
various operating companies and a division which conduct diversified service
businesses in payment services, airline catering, convention services, and
travel and leisure services. Viad operates nationally and internationally
through its Exhibitgroup/Giltspur division and through its various subsidiaries
which include Travelers Express Company, Inc. ("Travelers"), Dobbs International
Services, Inc., GES Exposition Services, Inc., Greyhound Leisure Services, Inc.,
Brewster Transport Company Limited and Restaura, Inc. It is the intention of
Viad that following the consummation of the Merger described in Item 4, below,
MoneyGram will operate as a part of Travelers. Travelers and its subsidiaries
operate the payment services business of the Travel and Leisure and Payment
Services segment of Viad.
Pine Valley is a wholly-owned subsidiary of Viad, and has been formed
for the purpose of acquiring MoneyGram pursuant to the Merger described in Item
4, below.
During the past five years, neither Viad nor Pine Valley has been party
to a criminal proceeding, nor has either been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
For information required by instruction C to Schedule 13D with respect
to the executive officers and directors of Viad, Pine Valley Acquisition
Corporation and other related persons, reference is made to Schedule I annexed
hereto and incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Securities to which this Statement relates were purchased by Pine
Valley for $192,611,458.75. These funds were obtained by Pine Valley through a
capital contribution, which was made by Viad to Pine Valley on June 1, 1998.
Viad obtained the funds from borrowings under bank money market loans, including
loans to Viad from Allamon Funding Corporation ($25,000,000.00), Bank of America
National Trust and Savings Association and Bank of America Illinois
($100,000,000.00), Ranger Funding Corporation ($25,000,000.00), Banca di Roma
($25,000,000.00) and from Lyon Short-Term Funding Corp. ($15,000,000.00). Copies
of the written agreements pursuant to which these funds were borrowed are
attached to this Statement as Exhibits(b)(1) through (b)(5), and are
incorporated herein by this reference.
ITEM 4. PURPOSE OF TRANSACTION
(a) - (d), (f)
Pine Valley acquired the Securities pursuant to the terms of
an Agreement and Plan of Merger dated as of April 4, 1998 (the "Merger
Agreement"), among Viad, Pine Valley and MoneyGram, providing for, among other
things, the merger of Pine Valley with and into MoneyGram (the "Merger").
Following the Merger, MoneyGram will continue as the surviving corporation (the
"Surviving
<PAGE> 5
Corporation") and will become a wholly owned subsidiary of Viad. A copy of the
Merger Agreement is attached to this Statement as Exhibit (c)(1) and
incorporated herein by reference.
The Merger will be approved at a meeting of MoneyGram's shareholders to
be held as soon as practicable. The Merger will constitute the second and final
step of the acquisition of MoneyGram by Viad. The first step was a tender offer
commenced by Pine Valley on April 10, 1998, as supplemented on May 8, 1998 and
May 11, 1998 (the "Offer") for all of the outstanding Securities of MoneyGram at
a purchase price of $17.35 per share, net to the seller in cash, without
interest thereon (the "Offer Price").
Pursuant to the Offer, which expired at 6:00 p.m., New York City time,
on May 22, 1998, Pine Valley accepted for payment 11,101,525 shares. On a fully
diluted basis, this represents approximately 67.2% of all Securities outstanding
on the date hereof. In accordance with the Merger Agreement, Viad intends to
cause Pine Valley to vote in favor of the merger and to merge with and into
MoneyGram, and all Securities (other than Securities owned by Viad, Pine Valley
or any other subsidiary of Viad, or Securities held by MoneyGram as treasury
stock, or by stockholders, if any, of MoneyGram who are entitled to and who
properly exercise appraisal rights under the Delaware General Corporation Law),
will be converted into the right to receive the respective Offer Price.
It is expected that, initially following the Merger, the business and
operations of MoneyGram will, except as set forth in the Merger Agreement, be
continued by MoneyGram substantially as they are currently being conducted. Viad
will continue to evaluate the business and operations of MoneyGram during the
pendency of the Merger and after the consummation of the Merger, and will take
such actions as it deems appropriate under the circumstances then existing. Viad
intends to seek additional information about MoneyGram during this period.
Thereafter, Viad intends to review such information as part of a comprehensive
review of MoneyGram's business, operations, capitalization and management with a
view to optimizing MoneyGram's potential in conjunction with Viad's businesses.
It is expected that the business and operations of MoneyGram will form an
important part of Viad's future business plans. It is also the intention of Viad
that following the consummation of the Merger, MoneyGram will operate as a part
of Travelers. Travelers operates the payment services business of the Travel and
Leisure and Payment Services segment of Viad. Established in 1940, Travelers
currently 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 currently services more than
5,000 banks or financial institutions. Travelers currently processes annually
about 750 million payment transactions valued at approximately $100 billion.
Other than as described herein, Viad does not have any present plans or
proposals which relate to or would result prior to the Merger in an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving MoneyGram or any subsidiary, a sale or transfer of a
material amount of assets of MoneyGram or any subsidiary to a third party, any
change in the present capitalization or dividend policy or any other material
changes in MoneyGram's corporate structure or business.
Upon expiration of the Offer, certain officers and directors of
MoneyGram resigned, and the remaining members of the MoneyGram Board of
Directors appointed certain officers and directors of Viad and Travelers to
serve as directors of MoneyGram.
(e) None.
(g) None.
(h) - (i)
As a result of the consummation of the Offer, the New York Stock
Exchange ("NYSE") has suspended trading in the Securities and initiated
procedures to de-list the Securities. These procedures are anticipated to be
effective on or about June 23, 1998. Other than the NYSE, the Securities are not
listed on any national securities exchange or quoted on Nasdaq.
<PAGE> 6
On June 4, 1998, MoneyGram filed with the Securities and Exchange
Commission an application for de-registration of the Securities.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b)
MoneyGram reported 16,513,800 shares outstanding as of May 4, 1998.
Accordingly, the 11,101,525 shares purchased by Pine Valley represent 67.2% of
MoneyGram's outstanding common stock.
Pine Valley is a wholly-owned subsidiary of Viad, and Viad may be
deemed beneficial owner of the Securities reported in this Statement. Each
Reporting Person has the sole power to vote or dispose of, or direct the vote or
disposition of, the Securities.
(c) Except as set forth herein, the Reporting Persons have effected no
transactions in the Securities during the past 60 days.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Pursuant to the Merger Agreement, Pine Valley is contractually bound to
vote the Securities in favor of the Merger and intends to do so.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following materials are filed as Exhibits to this Schedule 13D and
are incorporated herein by reference:
99(a)(1) Offer to Purchase dated April 10, 1998, filed as
Exhibit (a)(1) to the Tender Offer Statement on
Schedule 14D-1 filed by Viad and Pine Valley on April
10, 1998, as amended by Amendment No. 1, filed on
April 17, 1998, by Amendment No. 2, filed on April
29, 1998, by Amendment No. 3, filed on May 8, 1998,
by Amendment No. 4, filed on May 11, 1998, by
Amendment No. 5, filed on May 12, 1998 and by
Amendment No. 6, filed on June 3, 1998 (collectively,
the "Schedule 14D-1").
99(b)(1) Grid Promissory Note between Viad Corp (as
"Borrower") and Lyon Short-Term Funding Corp (as
"Lender")
99(b)(2) Multiple Advance Note between Viad Corp (as
"Borrower") and Banca di Roma (as "Bank").
99(b)(3) Master Note between Viad Corp (as "Borrower") and
Bank of America National Trust and Savings
Association and Bank of America Illinois (as
"Banks").
99(b)(4) Loan Agreement between The Dial Corporation and
Ranger Funding Corporation.
99(b)(5) Loan Agreement between Viad Corp and Allamon Funding
Corporation.
99(c)(1) Agreement and Plan of Merger, dated as of April 4,
1998, among Viad, Pine Valley and MoneyGram, filed as
Exhibit (c)(1) to the Schedule 14D-1.
99(d)(1) Joint Filing Agreement.
<PAGE> 7
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
VIAD CORP
By: /s/ Scott E. Sayre
_______________________________
Scott E. Sayre
Its: Secretary
Date: June 10, 1998
___________________
PINE VALLEY ACQUISITION CORPORATION
By: /s/ Scott E. Sayre
_______________________________
Scott E. Sayre
Its: Secretary
Date: June 10, 1998
___________________
<PAGE> 8
Schedule I
Information With Respect to Executive Officers and
Directors of the Reporting Persons
The following sets forth as to each of the executive officers and
directors of Viad and Pine Valley Acquisition Corporation the following
information: Name; Business Address; and Present Principal Occupation or
Employment; and the Name, Principal Business and Address of any corporation or
other organization in which such employment is conducted. To the knowledge of
the undersigned, during the last five years, no such person has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
and no such person was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he or she was
or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities law or finding any violation with respect to such laws. Each of the
person identified below is a citizen of the United States.
EXECUTIVE OFFICERS OF VIAD
Unless otherwise specified, Present Principal Employer of each of the
Executive Officers is Viad Corp., and the Business Address of each Executive
Officer is 1850 North Central Avenue, Phoenix, Arizona, 85077.
<TABLE>
<CAPTION>
NAME OFFICE
- ---- ------
<S> <C>
Robert H. Bohannon Chairman of the Board, President and Chief Executive Officer of Viad
L. Gene Lemon Vice President of Administration of Viad
Ronald G. Nelson Vice President-Finance and Treasurer of Viad
Peter J. Novak Vice President and General Counsel of Viad
Scott E. Sayre Secretary and Associate General Counsel of Viad
Richard C. Stephan Vice President and Controller of Viad
Wayne A. Wight Vice President - Corporate Development of Viad
Charles J. Corsentino President and Chief Executive Officer of Exhibit group/Giltspur, a division of
Viad, 200 North Gary Avenue, Roselle, IL 60172
Frederick J. Martin President and Chief Executive Officer of Dobbs International Services, Inc. a
subsidiary of Viad, 5100 Poplar Avenue, Memphis, TN 38137
Philip W. Milne President and Chief Executive Officer of Travelers Express Company, Inc., a
subsidiary of Viad, 1550 Utica Avenue South, St. Louis Park, MN 55416
Paul B. Mullen President and Chief Executive Officer of GES Exposition Services, Inc., a
subsidiary of Viad, P.O. Box 98790, Las Vegas, NV 89193
</TABLE>
<PAGE> 9
DIRECTORS OF VIAD
<TABLE>
<CAPTION>
RESIDENCE OR BUSINESS PRESENT PRINCIPAL OCCUPATION OR
NAME ADDRESS EMPLOYMENT
- ---- ------- ----------
<S> <C> <C>
Judith K. Hofer 426 Washington St. President and Chief Executive Officer of Filene's
Boston, MA 02108 a retail department store division of The May
Department Stores Company
Jack F. Reichert 1 N. Field Court Chairman of the Board, Retired, and a director of
Lake Forest, IL 60045-4811 Brunswick Corporation; Trustee, Carroll College
Jess Hay P.O. Box 239 Chairman, Texas Foundation for Higher Education;
Dallas, TX 75221-0239 Chairman of the Board of HCB Enterprises, Inc.
Linda Johnson Rice 820 S. Michigan Avenue President and Chief Operating Officer of Johnson
Chicago, IL 60605 Publishing Company, Inc.
Timothy R. Wallace 2525 Stemmons Freeway President and Chief Operating Officer of Trinity
Dallas, TX 75207 Industries, Inc.
Robert H. Bohannon Viad Tower Chairman of the Board, President and Chief
Phoenix, AZ 85077-2410 Executive Officer of Viad
Douglas L. Rock 16740 Hardy Street Chairman of the Board and Chief Executive Officer
Houston, TX 77032 of Smith International, Inc.
John C. Tolleson 1601 Elm Street Chairman, The Tolleson Group
47th Floor
Dallas, TX 75201
</TABLE>
EXECUTIVE OFFICERS OF PINE VALLEY ACQUISITION CORPORATION
Unless otherwise specified, Present Principal Employer of each of the
Executive Officers is Travelers Express Company, Inc., and the Business Address
of each Executive Officer is 1550 Utica Avenue South, St. Louis Park, Minnesota
55416.
<TABLE>
<CAPTION>
NAME OFFICE
- ---- ------
<S> <C>
Philip W. Milne President and Chief Executive Officer of Pine Valley Acquisition Corporation
Carol Lenhart Vice President and Treasurer of Pine Valley Acquisition Corporation
Ronald G. Nelson Vice President and Assistant Treasurer of Pine Valley Acquisition Corporation (Mr.
Nelson's Present Principal Employer is the Viad Corp. and his Business Address is
1850 North Central Avenue, Phoenix, Arizona, 85077.)
Anthony P. Ryan Vice President and Chief Financial Officer and Treasurer of Pine Valley Acquisition
Corporation
Scott E. Sayre Secretary of Pine Valley Acquisition Corporation (Mr. Sayre's Present Principal
Employer is the Viad Corp. and his Business Address is 1850 North Central Avenue,
Phoenix, Arizona, 85077.)
</TABLE>
<PAGE> 10
DIRECTORS OF PINE VALLEY ACQUISITION CORPORATION
<TABLE>
<CAPTION>
RESIDENCE OR BUSINESS PRESENT PRINCIPAL OCCUPATION OR
NAME ADDRESS EMPLOYMENT
- ---- ------- ----------
<S> <C> <C>
Robert H. Bohannon Viad Tower Chairman of the Board, President and Chief
1850 North Central Avenue Executive Officer of Viad
Phoenix, AZ 85077-2410
Philip W. Milne 1550 Utica Ave. S. President and Chief Executive Officer of
St. Louis Park, MN 55416 Travelers Express Company, Inc., a subsidiary
of Viad
Ronald G. Nelson Viad Tower Vice President - Finance and Treasurer of Viad
1850 North Central Avenue
Phoenix, AZ 85077-2410
</TABLE>
<PAGE> 1
Exhibit 99(b)(1)
GRID PROMISSORY NOTE
For value received, VIAD CORP (the "Borrower"), a Delaware corporation, promises
to pay to the order of LYON SHORT TERM FUNDING CORP. (the "Lender"), in lawful
money of the United States of America at the office of the Lender, the principal
amount of each Advance ("Advance") endorsed on the schedule or schedules
attached hereto as Exhibit A (the "Schedules") on the maturity date of such
Advance as shown in the applicable Schedule, provided that the failure to so
endorse shall not affect the obligations of the Borrower to the Lender, and to
pay, at said principal office, interest on the unpaid balance of the principal
amount of such Advance from and including the date of such Advance (as shown in
the applicable Schedule) to such maturity date at the rate per annum in respect
of such Advance quoted by the Lender and agreed to by the undersigned and
specified in the applicable Schedule, such interest to be payable on the
maturity date of each Advance. Interest shall be calculated on the basis of a
year of 360 days and actual days elapsed. Each request by the Borrower for an
Advance shall constitute a representation and warranty by the Borrower, as of
the making of such Advance and after giving effect to the application of the
proceeds therefrom, that this Note is the legal, binding and enforceable
obligation of the Borrower. The Borrower shall have no right to prepay any
unpaid principal amount of any Advance. All Advances made hereunder shall be
credited to the account of Citibank, N.A. Account No. 00032803 for the account
of Viad Corp. The Borrower shall make each payment hereunder on or before 1:00
p.m. (New York City time) on the day when due in lawful money of the United
States of America to the Lender at Credit Lyonnais New York Branch, 1301 Avenue
of the Americas, New York, New York 10019, ABA No. 026008073, for Lyon Account
No. 0127440000500, in the same day funds. Whenever any payment to be made
hereunder shall be otherwise due on a Saturday, a Sunday or a public or bank
holiday in (a) New York or (b) the city in which the principal office of the
Lender is located (any other day being a "Business Day"), such payment shall be
made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of payment of interest. This is not a
commitment to lend but rather sets forth the procedures to be used in connection
with your requests for our making of Advances to you from time to time and, in
the event we make Advances to you hereunder, your obligations to us with respect
thereto.
The Borrower shall at all times maintain, and each request for an Advance shall
constitute a representation and warranty that the Borrower has maintained,
unused and undedicated bank facilities or alternative sources of liquidity from
one or more commercial banks which together are at least equal to the then
outstanding amount of credit extended hereunder (giving effect to such Advance)
and such Advance is being incurred, and will be repaid, in the ordinary course
of the Borrower's business and financial affairs and in accordance with ordinary
business terms.
If the Borrower shall not pay the Lender said principal and interest when due,
or if the Borrower shall become insolvent, commit any act of bankruptcy, or make
a general assignment for the benefit of creditors, or if the transaction of
usual business of the Borrower shall be suspended, or any proceeding, procedure
or remedy supplementary to or in enforcement of judgment shall be resorted to or
commenced against, or with respect to, any property of the Borrower, or if a
petition of bankruptcy or for any relief under any law relating to the relief of
debtors, adjustment of indebtedness, reorganization, composition or extension
shall be filed, or any proceeding shall be instituted under any such law, by or
against the Borrower, or any court shall take possession of any substantial part
of the property of, or assume control over the affairs or operations of, or a
receiver shall be appointed for all or any substantial part of the property of,
the Borrower, or if any indebtedness of the Borrower for borrowed money shall
not be paid when due or shall become due and payable by acceleration of maturity
thereof, or if the Borrower shall be dissolved or be a party to any merger or
consolidation in which the Borrower is not the survivor without the written
consent of the Lender, then the principal amount of this Note and all interest
due
<PAGE> 2
thereon to the maturity date, as appropriate, of each Advance shall, unless
the Lender shall otherwise elect, forthwith be due and payable without
presentment, demand, protest or notice of any kind. The Borrower shall be liable
hereunder and all provisions hereof shall apply to the Borrower.
The Borrower shall not institute against, or join any other person in
instituting against, the Lender any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding under any federal or state bankruptcy or
similar law for one year and one day after the latest maturing commercial paper
note issued by the Lender is paid in full.
The Borrower agrees to pay on demand all costs, expenses and losses, if any,
incurred by the Lender in connection with the enforcement of this Note.
Any overdue principal amount and overdue amount of interest, fees or other
amounts payable hereunder shall bear interest, payable on demand, at a
fluctuating interest rate per annum equal at all times to two percent (2%) over
the daily prevailing Base Rate. "Base Rate" means, as determined on a daily
basis, the higher of (i) the rate per annum established by Credit Lyonnais New
York Branch ("CLNY") from time to time as the reference rate for short-term
commercial loans in United States dollars to domestic corporate borrowers, such
Base Rate to change as and when such reference rate changes, or (ii) the
overnight cost of funds of CLNY plus one-quarter of one percent per annum (1/4
of 1% per annum).
The Lender may assign to one or more banks or other entities all or any part of,
or may grant participations to one or more banks or other entities in or to all
or any part of, any Advance or Advances hereunder. The Borrower may not assign
its rights or obligations hereunder or any interest herein without the Lender's
prior written consent and any such assignment without the Lender's consent shall
be null and void.
This Note shall be construed according to and governed by the internal laws of
the State of New York without giving effect to the conflict of laws principles
thereof.
VIAD CORP
Dated:
By: /s/ R. G. Nelson
--------------------------------------
R.G. Nelson
Vice President - Finance and Treasurer
By: /s/ E. A. Newman
--------------------------------------
E.A. Newman
Director - Treasury Services
2
<PAGE> 3
Exhibit A
<TABLE>
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
Date Amount Maturity Interest Discounted Notation
of of Advance of Rate on or Amount Made
Advance Advance Rate of of By
Discount of Advance
Advance (if
(as applicable)
applicable)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
<PAGE> 1
99(b)(2)
MULTIPLE ADVANCE NOTE
FOR VALUE RECEIVED, the undersigned VIAD CORP (the "Borrower"), hereby
promises to pay to the order of BANCA DI ROMA (THE "BANK"), AT THE OFFICE OF THE
BANK AT ONE MONTGOMERY STREET, TELESIS TOWER, SUITE 2200, SAN FRANCISCO, CA
94104, the unpaid principal amount of each advance made to the Borrower by the
Bank hereunder in lawful money of the United States and in immediately available
funds, on the respective maturity date for such advance specified on the
schedule attached hereto, and to pay interest (computed on the basis of a year
of 360 actual days elapsed), at said office in like money and funds, on the
unpaid principal amount of each such advance, from the date thereof until due at
the rate per annum for each advance specified on the schedule attached hereto
and made a part hereof.
In the event of the happening of any one or more of the following
events: (a) the non-payment when due of any liability of the undersigned to the
Bank hereof; (b) liquidation, dissolution, or termination of existence of the
undersigned; (c) any petition in bankruptcy being filed by or against (and not
dismissed within 60 days) the undersigned or any endorser or guarantor hereof or
any proceedings in bankruptcy or under any laws relating to the relief of
debtors, being commenced by the undersigned or any endorser or guarantor hereof
for the relief or readjustment of any indebtedness of the undersigned or any
endorser or guarantor hereof, either through reorganization, composition,
extension or otherwise; (d) the making by the undersigned or any endorser or
guarantor hereof of any assignment for the benefit of creditors or the taking
advantage by any of the same of any insolvency law; (e) the appointment of a
receiver of any property of the undersigned or any endorser or guarantor hereof;
(f) any seizure, vesting or intervention by or under authority of a government,
by which the management of either the undersigned or any endorser hereof is
displaced or its authority in the conduct of its business is curtailed; (g) the
attachment of distraint of any funds or other property of the undersigned which
may be in or come into, the possession or control of the Bank, or any third
party acting for the Bank, or of the same becoming subject at any time to any
mandatory order of court or other legal process -- then, or at any time after
the happening of any such event, this Note and all other obligations to the Bank
of the undersigned, whether created directly or acquired by assignment, whether
absolute or contingent, shall forthwith be due and payable, without demand upon
or notice to the undersigned.
The Bank shall, and is hereby authorized by the undersigned to, record
on the schedule attached hereto (including additional pages, if any) an
appropriate notation evidencing the date, amount, rate of interest and due date
of each advance as well as the date and amount of each payment by the
undersigned in respect thereto.
Further, proceeds of advances, other than those made to repay other
advances hereunder, are to be paid to CITIBANK, N.A. for credit to VIAD CORP
ACCOUNT #0003-2803.
This Note shall be governed by and construed with the law of the State
of California.
By: /s/ R. G. Nelson By: /s/ E. A. Newman
------------------------------- ------------------------------
Name: Name: E. A. Newman
----------------------------- ----------------------------
Title: Title: Director-Treasury Service
---------------------------- ---------------------------
Date: Date: 8-15-96
----------------------------- ----------------------------
<PAGE> 1
99(b)(3)
MASTER NOTE
August 1, 1996 San Francisco, California
FOR VALUE RECEIVED, the undersigned ("Borrower") promises to pay, in
lawful money of the United States of America and immediately available funds, to
the order of BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION and BANK OF
AMERICA ILLINOIS (together, the "Banks", individually, a "Bank") at (in the case
of Bank of America NT&SA) Bank of America's Corporate Service Center, 1850
Gateway Boulevard, Concord, California 94520, or (in the case of Bank of America
Illinois) at 231 S. LaSalle Street, Chicago, Illinois 60697, or such other place
as the holder may from time to time designate, the aggregate unpaid principal
amount of all advances made by such Bank from time to time from and after the
date hereof in its sole discretion to or for the benefit of Borrower under this
Note (each, an "Advance"), on the maturity dates (each, a "Maturity Date") as
may be offered by such Bank and accepted by Borrower with respect to such
Advances (which acceptance shall in any event be deemed to occur upon receipt by
Borrower of the proceeds of any Advance), together with interest accrued
thereon, on the applicable Maturity Date and on such other interest payment
dates and at such rates as may be so offered and accepted. Any amount not paid
within five business days after the date due (whether at maturity, by
acceleration or otherwise) shall bear interest from such due date until the date
paid at a rate per annum equal to the rate announced from time to time by Bank
of America NT&SA as its "reference rate" plus two percent (2.0%). Unless
otherwise agreed by Banks, no Advances will be made hereunder after August 2,
1999.
The loan account records maintained by Banks shall at any time be
conclusive evidence as to the amount of any Advance, and its Maturity Date,
interest rate, interest payment dates and outstanding amount at such time,
absent manifest error. All interest will be calculated on the basis of a 360-day
year, actual days elapsed. If any payment of principal of or interest on this
Note shall become due on a day other than a business day, such payment shall be
made on the next succeeding business day and such extension of time shall be
included in computing the amount of interest due and payable. For purposes
hereof, "business day" means any day other than a Saturday, Sunday or other day
on which commercial banks in San Francisco, California or Chicago, Illinois are
authorized or required by law to close.
Any of the following shall constitute an "Event of Default" hereunder:
(a) Borrower shall fail to pay in full the amount of any
Advance owing to either Bank, together with all accrued interest, on
the applicable Maturity Date, or any accrued interest on any applicable
interest payment date;
(b) Borrower shall fail to pay when due any indebtedness
under, or shall fail to perform or observe any material term, covenant
or condition under, or there shall otherwise occur any default or event
of default under, any instrument or agreement relating to (i) borrowed
money, (ii) reimbursement obligations with respect to bonds,
<PAGE> 2
letters of credit or acceptances, (iii) the deferred purchase price of
property or services, or (iv) any capital lease; or
(c) (i) Borrower shall become insolvent, or (ii) any voluntary
or involuntary case, action or proceeding seeking liquidation,
reorganization, appointment of a receiver, trustee or custodian,
assignment for the benefit of creditors, or similar relief shall be
commenced by or against, and with respect to, Borrower.
Upon the occurrence of any Event of Default, (i) the amount of all
unpaid Advances of such Bank, together with all accrued interest thereon, shall,
at the option of the Bank (or, in the case of an Event of Default under clause
(c)(ii), automatically) become immediately due and payable, without demand,
notice of nonpayment, presentment, protest or notice of dishonor (all of which
are expressly waived), and (ii) such Bank shall be under no obligation to fund
any further Advances, including any as to which an offer and acceptance of terms
has occurred. However, nothing in this Note shall be deemed a commitment by
Banks to make Advances to Borrower.
Borrower agrees to notify Banks in writing immediately upon the
occurrence of any Event of Default pursuant to paragraph (b) or (c) above. No
Advance may be voluntarily prepaid in whole or in part prior to its applicable
Maturity Date.
The request of Borrower for any Advance and the receipt by Borrower of
the proceeds thereof shall be deemed a representation by Borrower as of each
such date that no Event of Default has occurred and that Borrower is duly
authorized to incur such indebtedness hereunder. Borrower acknowledges that it
may, for its convenience, request a Bank to make Advances from time to time on
the basis of telephonic or written requests. Borrower assumes all risks
regarding the validity, authenticity, due authorization and correct
interpretation of any such request purported to be made by or on behalf of
Borrower and agrees that its obligations hereunder shall not be affected in any
way by Bank's failure to receive or provide written confirmation of any such
request or of the terms of any offer or acceptance relating to any Advance.
Borrower hereby authorizes Bank to charge any deposit account of Borrower now or
hereafter maintained with Bank for amounts due hereunder.
Borrower shall pay holder upon demand for all costs, expenses and
attorneys' fees (including allocated costs of internal counsel) incurred in
connection with the enforcement or attempted enforcement of this Note.
At any time and from time to time, without notice to or consent of
Borrower, the holder may assign or otherwise transfer, in whole or in part, to
any person (an "Assignee") this Note or any Advance, or may sell a participation
therein to any person. Borrower agrees not to assert against any Assignee any
claim or defense which Borrower may have against Banks.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF CALIFORNIA. No delay or omission on the part of the holder in
exercising any right hereunder shall operate as a waiver of such right. If any
provision
2
<PAGE> 3
of this Note shall be held invalid or unenforceable in whole or in part, such
invalidity or unenforceability shall not affect the remaining provisions hereof.
VIAD CORP,
a Delaware corporation
By: /s/ R. G. Nelson
-----------------------------------
Printed Name: R. G. Nelson
-----------------------------
Title: Vice President-Finance & Treasurer
----------------------------------
By: /s/ E. A. Newman
-----------------------------------
Printed Name: E. A. Newman
----------------------------
Title: Director-Treasury Services
----------------------------------
3
<PAGE> 1
99(b)(4)
November 30, 1994
The Dial Corporation
1850 North Central Avenue
Phoenix, Arizona 85077
Gentlemen:
We are pleased to make available to you an uncommitted credit facility for
general corporate purposes on the terms set forth in this letter.
1. We agree to consider from time to time your requests that we make advances to
you on a discount basis ("Advances"), in an aggregate amount not to exceed at
any one time outstanding the amount set forth on Schedule 1 hereto as the
"Facility Amount," on the terms and conditions set forth below. This letter is
not a commitment to lend, but rather sets forth the procedures to be used in
connection with your requests for our making of Advances to you from time to
time on or prior to the termination hereof pursuant to paragraph 9 and, in the
event that we make Advances to you hereunder, your obligations to us with
respect thereto. The Advances shall be evidenced by the "grid" promissory note
executed by you in substantially the form of Exhibit A hereto (the "Note").
2. The net amount of each Advance shall be in an amount at least equal to the
amount set forth on Schedule 1 hereto as the "Minimum Advance Amount" and shall
be made upon (i) your request to us by telephone, telecopy or letter, given by
any of the persons listed on Exhibit B hereto or otherwise designated by you in
writing ("Designated Persons"), that you wish to borrow money on a specified
date, in a specified amount and for a specified term (which shall, in no event,
be longer than the number of days set forth on Schedule 1 hereto as the "Maximum
Term'); and (ii) our mutual agreement as to such date, amount and term and as to
the discount applicable to any such Advance. On the date of any such Advance, we
will make such Advance available to you in same day funds by directing our
Administrative Agent (which is NationsBank of North Carolina, N.A. or its
successor, to transfer or wire the net proceeds of such Advance to the account
designated on Schedule 1 hereto. Promptly after the date of each Advance, our
Administrative Agent will send you a written confirmation of such Advance and
the amount and term thereof and the discount applicable thereto.
3. You shall deliver to us each of the following, certified by your Secretary or
an Assistant Secretary:
(i) your charter and by-laws, and
(ii) resolutions of your Board of Directors authorizing the execution and
delivery of this letter and any and all documents delivered pursuant hereto,
together with a certificate of incumbency (with specimen signatures).
The delivery of each of the foregoing, together with this executed letter and
any and all documents delivered pursuant hereto, shall constitute a
representation and warranty by you that (a) the execution, delivery and
performance of this letter has been duly authorized by all necessary corporate
action and does not contravene any law, or any contractual or legal restriction,
applicable to you, and (b) no authorization or approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body is
required for such execution, delivery and performance.
<PAGE> 2
4. Each request by you for an Advance shall constitute a representation and
warranty by you, as of the making of such Advance and giving effect to the
application of the proceeds therefrom, that (i) no payment default has occurred
and is continuing under any agreement or instrument relating to any of your
indebtedness, the aggregate outstanding principal amount of which is in excess
of $15,000,000, (ii) such Advance when made will constitute your legal, valid
and binding obligation, (iii) such Advance is being incurred, and will be repaid
at maturity, in the ordinary course of your business out of the cash flow
generated in the normal day-to-day conduct and operations of your business, and
(iv) no event has occurred and no circumstance exists as a result of which the
information which you have provided to us in connection herewith would include
an untrue statement of a material fact or omit to state any material fact or any
fact necessary to make the statements contained herein, in the light of the
circumstances under which they were made, not mis-leading.
5. You shall repay each Advance in accordance with the terms hereof and of the
Note. You shall have no right to prepay any unpaid principal amount of any
Advance.
6. You shall make each payment hereunder and under the Notes on or before 12:00
noon (New York City time) on the day when due in lawful money of the United
States of America to us in same day funds at Bankers Trust Company, ABA
#021001033; Corporate Trust Agency Group Account #01419647; Reference: Ranger
Funding.
7. Whenever any payment to be made hereunder shall be otherwise due on a
Saturday, a Sunday or other day of the year on which banks are required or
authorized to close in New York (any other day being a "Business Day"), such
payment shall be made on the next succeeding Business Day.
8. We shall incur no liability to you in acting upon any telephone, telecopy,
telex or letter request or communication which we believe in good faith to have
been given by a Designated Person or in otherwise acting in good faith under
this letter. Further, all documents required to be executed in conjunction with
Advances under this letter may be signed by any Designated Person.
9. This letter shall remain in effect until terminated by either you or us by
giving prior written notice of termination hereof to the other party hereto, but
no such termination shall affect your obligations with respect to the Advances
hereunder outstanding at the time of such termination.
10. All written communications hereunder shall be mailed, telecopied or
delivered to the address specified on Schedule 1 hereto for you and for us, or
as to each party, to such other address as may be designated by such party in a
written notice to the other party. Written communication shall be effective upon
receipt unless such communication is mailed in which case it shall be effective
three Business Days after deposit in first class mail.
11. We may assign to one or more banks or other entities all or any part of, or
may grant participations to one or more banks or other entities in or to all or
any part of, any Advance or Advances hereunder and under the Note. You may not
assign your rights or obligations hereunder or any interest herein without our
prior written consent and the written confirmation from each of Standard &
Poor's Corporation and Moody's Investor Service, Inc. that as a result of such
assignment the then current rating of the commercial paper issued by Ranger
Funding Corporation will not be downgraded or withdrawn and any such assignment
without our consent shall be null and void.
12. You agree to pay on demand all costs, expenses and losses, if any, incurred
by us in connection with the enforcement of this letter or the Note.
2
<PAGE> 3
13. You agree to furnish us with such financial statements or other information
as we may reasonably request.
14. If any of the following events shall occur and be continuing:
(a) you shall fail to pay any amount due hereunder or under the Note
when the same becomes due and payable; or
(b) any representation or warranty made by you (or any of your
officers) in connection with any Advance or otherwise in connection
with the Note shall prove to have been incorrect in any material
respect when made; or
(c) you shall, without our prior written consent, merge or consolidate,
or convey, transfer, lease or dispose of (whether in one transaction or
in a series of transactions) all or substantially all of your assets
to, any person or entity; or
(d) you shall fail to perform or observe any other material term,
covenant or agreement in connection with any Advance or otherwise in
connection with the Note on your part to be performed or observed and
each failure shall continue for a period of 30 days after you shall
obtain knowledge of such breach; or
(e) you shall fail to pay any principal of or premium or interest on
any indebtedness, the aggregate outstanding amount of which is in
excess of $15,000,000, (excluding indebtedness evidenced by the Note),
when the same becomes due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise), and such
failure shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such indebtedness;
or any other event shall occur or condition shall exist, under any
agreement or instrument relating to such indebtedness and shall
continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such event or condition is to
accelerate, or to permit the acceleration of, the maturity of such
indebtedness; or any such indebtedness shall be declared to be due and
payable, or required to be prepaid (other than by a regularly scheduled
required prepayment), prior to the stated maturity thereof; or
(f) you shall generally not pay your debts as such debts become due, or
shall admit in writing your inability to pay your debts generally, or
shall make a general assignment for the benefit of creditors; or any
proceeding shall be instituted by or against you, and such proceeding
shall remain undismissed or unstayed for a period of 60 days (provided
that no new Advances shall be made during such period), seeking to
adjudicate you as bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection,
relief, or composition of you or your debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a
receiver, trustee, custodian or other similar official for you or any
substantial part of your property, or you shall take any corporate
action to authorize any of the actions set forth above in this
subsection (f);
then, and in any such event, we may declare the Note, and all amounts payable
thereunder to be forthwith due and payable, whereupon the Note, and all such
amounts shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind all of which you hereby
3
<PAGE> 4
expressly waive; provided, however, that in the event of an actual or deemed
entry of an order for relief with respect to you under the Federal Bankruptcy
Code, the Note, and all such other amounts shall automatically become and be due
and payable, without presentment, demand, protest or any notice of any kind, all
of which are hereby expressly waived by you.
15. THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.
16. You agree that you will not institute against or join any other person in
instituting against us any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceeding, or other proceeding under any federal or state
bankruptcy or similar law, for one year and a day after the latest maturing
Commercial Paper issued by us is paid in full.
17. At our option, we shall, upon notice that either Standard & Poor's
Corporation or Moody's Investor Service, Inc. has (i) lowered or downgraded its
short term commercial paper or corporate bond or other short term rating of you,
(ii) placed your securities on a watch list of securities singled out for
surveillance, with either negative or developing implications, or (iii)
withdrawn its approval of you for inclusion in a Ratings Category, amend
Schedule 1 hereof to provide for an amended "Facility Amount" and amended
"Maximum Term."
18. As long as you shall have any Advances outstanding, you agree that you will
maintain an available bank credit facility in an unutilized aggregate amount
equal to the amount of all outstanding Advances.
19. The obligations of Ranger Funding Corporation under this Agreement are
solely the corporate obligations of Ranger Funding Corporation. No recourse
shall be had for the payment of any amount owing hereunder or any other
obligation or claim of or against Ranger Funding Corporation arising out of or
based upon this Agreement against any stockholder, employee, officer, director
or incorporator of the Ranger Funding Corporation, or against the Administrative
Agent or any stockholder, employee, officer, director, incorporator or Affiliate
thereof.
If the terms of this letter are satisfactory to you, please indicate your
agreement and acceptance thereof by signing a counterpart of this letter and
returning it to us.
Very truly yours,
RANGER FUNDING CORPORATION
By: /s/ Kevin P. Burns
---------------------------
Name: Kevin P. Burns
Title: Vice President
4
<PAGE> 5
Agreed and Accepted:
THE DIAL CORPORATION
By: /s/ R. G. Nelson
-----------------------------------------------
Name: R. G. Nelson
Title: Vice President-Finance and Treasurer
By: /s/ Nick Bhandari
-----------------------------------------------
Name: Nick Bhandari
Title: Assistant Treasurer
5
<PAGE> 6
Schedule 1 to The Loan Agreement
dated as of November 30, 1994
Between Ranger Funding Corporation and The Dial Corporation
(i) For the purpose of Sections 1 and 2 of this Loan Agreement:
The "Facility Amount" is $25,000,000
The "Minimum Advance Amount" is $5,000,000.00
The "Maximum Term" is 100 days
(ii) For the purpose of Section 10 of this Loan Agreement:
The address for written communications to Borrower is:
The Dial Corp
----------------------------------------------------------
Dial Tower
----------------------------------------------------------
Phoenix, AZ 85077-2340
----------------------------------------------------------
Attention: Pamela Capozzi
----------------------------------------------------------
Telephone: (602) 207-5666
----------------------------------------------------------
Fax: (602) 207-2633
----------------------------------------------------------
The address for written communications to us is:
Ranger Funding Corporation
c/o NationsBank of North Carolina, N.A.
Attention: Leigh McNinch
100 North Tryon Street, NC1-007-10-06
Charlotte, NC 28255
Telephone: (704) 388-2100
Fax: (704) 388-9211
(iii) For purposes of this Loan Agreement, instructions for wire transfer of
funds to the Borrower are and shall be limited to:
Name of Bank: Citibank N.A., New York
-------------------------------------
Bank ABA Number: 021-000-089
-------------------------------------
Account Number: 000-32803
-------------------------------------
Reference:
-------------------------------------
<PAGE> 7
EXHIBIT A
to
The Loan Agreement
SHORT-TERM PROMISSORY GRID NOTE
$25,000,000.00 Dated: November 30, 1994
FOR VALUE RECEIVED, the undersigned (the "Borrower"), HEREBY PROMISES TO PAY to
the order of Ranger Funding Corporation (the "Lender") with respect to each
Advance, as defined in the Loan Agreement dated November 30, 1994, between the
Borrower and the Lender (the "Loan Agreement"), the face amount of such Advance,
on the date mutually agreed to by the Lender and the Borrower at the time of
such Advance as the maturity date thereof. Any overdue principal amount, fees or
other amounts payable hereunder or under the Loan Agreement shall bear interest,
payable on demand, at a fluctuating interest rate per annum equal at all times
to NationsBank of North Carolina, N.A.'s base rate plus 2%.
The Borrower shall have no right to prepay any unpaid principal amount of any
Advance.
The Borrower shall make each payment hereunder pursuant to paragraphs 6 and 7 of
the Loan Agreement.
The Borrower hereby authorizes the Lender to endorse on the grid attached hereto
the date and amount of each Advance made by the Lender to the Borrower
hereunder, the maturity date thereof, all payments made on account of principal
thereof, provided that the failure to do so shall not affect the obligations of
the Borrower to the Lender.
The Borrower also agrees to pay on demand all costs and expenses (including fees
and expenses of counsel) incurred by the Lender in enforcing this Promissory
Note.
THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK. The Promissory Note is the "grid" promissory note
referred to in, and is entitled to the benefits of the Loan Agreement.
The Dial Corporation:
By: /s/ R. G. Nelson
--------------------------------------------
Name: R. G. Nelson
Title: Vice President-Finance & Treasurer
By: /s/ E. A. Newman
--------------------------------------------
Name: E. A. Newman
Title: Director-Treasury Services
<PAGE> 8
EXHIBIT B
to
The Loan Agreement
SHORT-TERM PROMISSORY GRID NOTE
For the purpose of Sections 2 and 8 of this Loan Agreement, the "Designated
Persons" are:
Name: R. G. Nelson
----------------------------------------
Title: Vice President-Finance & Treasurer
----------------------------------------
Specimen Signature: /s/ R. G. Nelson
----------------------------------------
Name: N. K. Bhandari
----------------------------------------
Title: Assistant Treasurer
----------------------------------------
Specimen Signature: /s/ N. K. Bhandari
----------------------------------------
Name: E. A. Newman
----------------------------------------
Title: Director-Treasury Services
----------------------------------------
Specimen Signature: /s/ E. A. Newman
----------------------------------------
Name: Judy B. Passalaqua
----------------------------------------
Title: Director-Financial Services
----------------------------------------
Specimen Signature: /s/ J. B. Passalaqua
----------------------------------------
Name: Pamela E. Capozzi
----------------------------------------
Title: Treasury Representative
----------------------------------------
Specimen Signature: /s/ Pamela Capozzi
----------------------------------------
Name:
----------------------------------------
Title:
----------------------------------------
Specimen Signature:
----------------------------------------
<PAGE> 9
GRID
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
============================================================================================================
Date of Amount of Maturity of Interest Amount of Unpaid Notation
Advance Advance Advance Rate on Principal Principal Made by
Advance Paid Balance
============================================================================================================
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 1
Exhibit 99(b)(5)
FORM OF LOAN AGREEMENT
Viad Corp.
Dial Tower
Phoenix, Arizona 85077
Dear Sirs:
We are pleased to offer you an uncommitted credit facility available in United
States Dollars whereby from time to time you may request us to make available to
you advances having a maximum term not exceeding 45 days unless otherwise agreed
between us (each a "Loan"), subject to the following terms and conditions:
1. Availability:
Your request for a Loan will not be honored by us until:
a. Acceptance by you of the offer contained in this letter and the
terms and conditions herein set out; and
b. Receipt by us in a form satisfactory to us of:
i) A copy of your Certificate of Incorporation and By-Laws,
certified as being true and correct as of the date hereof.
ii) A certified copy of the resolutions of your Board of
Directors authorizing you to enter into this Loan Agreement.
iii) An incumbency certificate for the person(s) authorized to
sign this letter on your behalf and any documents to be
delivered pursuant hereto, together with specimen signatures
of such person(s).
We shall not be under any obligation to comply with a request and we shall be
entitled to cancel this facility forthwith at any time without limitation.
Subject to the terms and conditions hereof, we may make Loans to you until such
time as the principal amount of the outstanding Loans equals $25,000,000 (the
"Maximum Dollar Amount").
1
<PAGE> 2
2. Default Interest:
Interest on each Loan shall be charged at a fixed rate agreed between us
and shall be calculated on the basis of a year of 360 days and the number
of days elapsed.
Any amount due and payable by you to us under this facility but not so
paid shall bear Default Interest (as defined below) thereon (after as well
as before judgment) from the due date for payment thereof until payment is
made.
"Default Interest" shall mean an annual rate of interest equal to two
percent (2%) over the prime rate of Mellon Bank, N.A., as announced from
time to time in its office in Pittsburgh, Pennsylvania.
3. Repayment:
a. Subject to the provisions of Paragraph 5 below, you shall not be
permitted to make any prepayment of a Loan made to you hereunder.
b. Subject to the provisions of Paragraph 5 below, the principal amount
of each Loan and all interest thereon shall be paid by you to us on
its specified maturity date (each a "Maturity Date") in accordance
with the provisions of Paragraph 4 below.
4. Repayment Procedure:
Repayment of the principal amount of each Loan and payment of interest
thereon shall be made in Pittsburgh, Pennsylvania, by 12:30 p.m. on the
Maturity Date, to Mellon Bank, N.A., for the account of Allomon Funding
Corporation and Bankers Trust Company, as issuing and paying agent, to the
account specified in Paragraph 9(e) below.
5. Events of Default:
a. If any of the following events occurs and so long as it remains
unremedied we may, by notice to you, require repayment forthwith of
all amounts outstanding under this facility together with accrued
interest and other monies due hereunder:
i) you fail to pay any sum due under this facility on the due
date; or
ii) any representation made by you in connection with this
facility or in any certificate, statement or document
delivered or made by you pursuant thereto or in connection
therewith proves to have been incorrect or inaccurate in a
material respect when made; or
iii) you default in the performance of any other provision of this
facility and you fail to cure such default within 30 days
after receipt of notice from us or our agent on our behalf; or
2
<PAGE> 3
iv) any of your indebtedness for or in relation to borrowed money
(whether incurred as principal or as surety) in excess of
$10,000,000 is not paid when due (whether at its maturity date
or upon acceleration or when otherwise declared due and
payable prior to its specified maturity date); or
v) you are insolvent or make a general assignment for the benefit
of, or a composition with, your creditors or any steps are
taken or legal proceedings are started for the liquidation,
dissolution, winding up, reorganization, arrangement,
adjustment, protection relief or composition of you or your
debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or for the appointment of
a receiver, trustee or similar officer of you or all or any of
your assets.
b. In furtherance and not in limitation of any rights we may have under
Section 5(a) hereof, you shall be obligated to pay us, with respect
to any Loan which is repaid prior to its Maturity Date because of
the occurrence of an event set forth in Section 5(a), interest which
would have accrued up to and including the Maturity Date for such
Loan.
6. Evidence of Debt:
Loans made by us to you shall be evidenced by a Loan Note substantially in
the form of Annex A hereto payable to our order and dated the date of this
Agreement. The Loan Note shall contain a schedule on which the Referral
Agent shall record (as our agent) with respect to each Loan, the amount of
the Loan, the date of the making of the Loan, the interest rate of the
Loan if made on an interest-bearing basis or the amount of interest due to
the Maturity Date, the Maturity Date of the Loan, the amount payable in
respect of such Loan on the Maturity Date thereof, the amount actually
paid and the date on which such amount is paid. The failure to record, or
any error in recording, any such information on such schedule shall not,
however, limit or otherwise affect your obligations hereunder or under the
Loan Note to repay the principal of, and interest on, any Loan.
7. Representations and Warranties:
You represent and warrant to us that, as of the date hereof and as of the
date of the making of each loan:
a. You are a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and are duly
qualified and authorized to do business in each jurisdiction in
which your business or activities require such qualifications,
except where the result of any failure to be so qualified would not
3
<PAGE> 4
have a material adverse effect on your ability to perform your
obligations under this Agreement or the Loan Note;
b. You have the corporate power and authority to enter into and perform
this Agreement and the Loan Note, and the execution, delivery and a
performance of this Agreement and the Loan Note have been duly
authorized by all necessary corporate action on your part and do not
contravene your certificate of incorporation or by-laws or any
indenture, mortgage, credit agreement, license or other agreement or
instrument to which you are bound, or any law, judgment or
governmental rule, regulation or order applicable to you;
c. This Agreement and the Loan Note constitute your legal, valid and
binding obligations, enforceable against you in accordance with the
respective terms thereof, except as enforceability may be limited by
bankruptcy, insolvency or other similar laws of general application
relating to or affecting the enforcement of creditors; rights in
general or by general principles of equity;
d. You are not in default under any agreement or instrument to which
you are a party, the result of which would be to have a material
adverse effect on your ability to perform your obligations under
this Agreement or the Loan Note;
e. You are not an "investment company: or a company "controlled by" an
"investment company" under the Investment Company Act of 1940, as
amended;
f. All governmental and/or other consents (if any) required for this
facility are in full force and effect; and
g. Each Loan is being incurred, and will be repaid, in the ordinary
course of your business.
8. Taxes:
All payments to be made by you to us hereunder shall be made free and
clear of any deduction or withholding, and if you are required to make any
deduction or withholding on account of taxes or otherwise, the sum payable
by you in respect of which such deduction or withholding is required to be
made shall be increased to the extent necessary to ensure that after the
making of such deduction or withholding we receive and retain (free from
any liability in respect of any such deduction or withholding) a net sum
equal to the sum which we would have received and so retained had no such
deduction or withholding been made or required to be made.
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9. Other Agreements:
a. Disclosure of Information
We may disclose such information about you to Mellon Bank, N.A., in
its capacity as our referral agent, to Merrill Lynch Money Markets
Inc., in its capacity as our managing agent, and to each banking
institution as shall be providing credit support or liquidity to us,
as we, in our sole discretion, shall consider appropriate. In
addition, we shall be entitled to disclose information to such other
persons as may be required from time to time pursuant to applicable
law, rule, regulation or order or court order or process.
b. Use of Proceeds
You agree that you will not apply the proceeds of any Loan to
purchase or carry securities within the meaning of Regulation G,T,U
or X issued by the Board of Governors of the Federal Reserve System.
c. Costs and Expenses
You agree to pay on demand all losses, costs and expenses (including
reasonable counsel fees and expenses) incurred by us or on our
behalf in connection with the enforcement of our rights under this
facility or any Loan.
d. Payment Free and Clear
You will make all payments hereunder free and clear of any
counterclaim or right of setoff.
e. Wiring Instructions
You agree that the proceeds of your Loans hereunder will be wired as
follows:
Citibank, N.A., New York
ABA #021-000-0819
For the Account of Viad Corp
Account Number 000-32803
You further agree to repay all sums due us by wiring payments as
follows:
Mellon Bank, N.A.
ABA No. 0430-0026-1
For the Account of Allomon Funding
Corporation
Account Number 165-5084
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10. Law and Jurisdiction:
This letter agreement shall be governed by and construed in
accordance with the laws of the State of New York.
11. No Bankruptcy Petition Against the Lender:
You hereby covenant and agree that, prior to the date which is one
year and one day after the payment in full of all outstanding Loans,
you will not institute against us, or join any other person in
instituting against us, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding or other similar proceeding
under the laws of the United States or any state of the United
States.
Please sign and return the enclosed copy of this letter to evidence your
acceptance of this offer and the terms and conditions herein contained on or
before September 16, 1996 after which date this offer will lapse.
Yours faithfully,
ALLOMON FUNDING CORPORATION
By_________________________
Authorized Signatory
Title________________________
Accepted and Agreed as of
this ____ day of ________, 1996.
VIA CORP
By_______________________
Authorized Signatory
Title______________________
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Annex A
to
Loan Agreement
VIAD CORP
LOAN NOTE
New York, New York
____________, 1996
FOR VALUE RECEIVED, VIAD CORP, a State of Delaware corporation (the
"Borrower"), promises to pay to the order of ALLOMON FUNDING CORPORATION (the
"Company"), the amounts indicated on the schedule attached hereto or the
maturity dates indicated thereon, together with interest thereon in the amounts
or computed by reference to the rates, set forth on such schedule, which amounts
comprise the principal amounts of Loans together with interest thereon) made by
the Company to the Borrower.
Any overdue principal and any overdue amount of interest, fees or other
amounts payable hereunder or under the Loan Agreement referred to below shall
bear interest, payable on demand (after as well as before judgment), from the
due date for payment thereof until payment is made, at an annual rate of
interest equal to two percent (2%) over the prime rate of Mellon Bank, N.A. as
announced from time to time at its office in Pittsburgh, Pennsylvania.
The Borrower shall not be permitted to prepay any Loan made to it
hereunder.
The Borrower shall make each payment of principal and interest
hereunder in Pittsburgh, Pennsylvania, by 12:30 P.M. on the day when due, in
lawful money of the United States of America to Mellon Bank, N.A., for the
account of the Company and Bankers Trust Company, as issuing and paying agent,
Account No. 165-5084.
The Borrower also agrees to pay on demand all costs and expenses
(including reasonable fees and expenses of counsel) incurred by the Company in
enforcing this Loan Note.
This Loan Note evidences indebtedness incurred under, and is subject to
the terms and provisions of and entitled to the benefits of, a Loan Agreement
dated as of __________, 1996, as from time to time amended (the "Loan
Agreement"), between the Company and the Borrower. Reference is hereby made to
the Loan Agreement for a statement of its terms and provisions, including those
under which this Loan Note may be paid prior to its due date or have its due
date accelerated.
All parties hereto, whether as makers, endorsers, or otherwise,
severally waive presentment for payment, demand, protest and notice of dishonor.
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This Loan Note shall be deemed to be a contact made under the laws of
the State of New York and for all purposes shall be governed by and construed in
accordance with the laws of the State of New York.
VIAD CORP.
By________________________
Authorized Signatory
Title_______________________
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Exhibit 99(d)(1)
JOINT FILING AGREEMENT
Viad Corp and Pine Valley Acquisition Corporation (the "Filing
Persons"), hereby agree to file jointly Schedule 13D and any amendments thereto
relating to the aggregate ownership by each of the Filing Persons of any voting
equity security of a class which is registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, as required by Rule 13d-1 and Rule
13d-2 promulgated under the Securities Exchange Act of 1934. Each of the Filing
Persons agrees that the information set forth in such Schedule 13D and any
amendments thereto with respect to such Filing Person will be true, complete and
correct as of the date of such Schedule 13D or such amendment, to the best of
such Filing Person's knowledge and belief, after reasonably inquiry. Each of the
Filing Persons makes no representations as to the accuracy or adequacy of the
information set forth in the Schedule 13D or any amendments thereto with respect
to any other Filing Person. Each of the Filing Persons shall promptly notify the
other Filing Persons if any of the information set forth in the Schedule 13D or
any amendments thereto shall become inaccurate in any material respect or if
said person learns of information that would require an amendment to the
Schedule 13D.
IN WITNESS WHEREOF, the undersigned have set their hands this 10th day
of June, 1998.
VIAD CORP
/s/Scott E. Sayre
By:_______________________________
Scott E. Sayre
Its: Secretary
June 10, 1998
Date:___________________
PINE VALLEY ACQUISITION CORPORATION
/s/Scott E. Sayre
By:_______________________________
Scott E. Sayre
Its: Secretary
June 10, 1998
Date:___________________
