SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Moneygram Payment Systems, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of class of securities)
608910-10-5
(CUSIP Number)
Morris Orens, Esq.
Shereff, Friedman, Hoffman & Goodman LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
David P. Berkowitz
Gotham Partners Management Co. LLC
110 East 42nd Street
New York, New York 10017
(212) 286-0300
(Name, address and telephone number of person authorized to
receive notices and communications)
April 6, 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 [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
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.
* 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 disclosures provided in
a prior cover page.
The information required on 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 ("Act") 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>
SCHEDULE 13D
CUSIP No. 608910-10-5 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,063,558
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 4,063,558
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,063,558
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
24.61%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 608910-10-5 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 27,842
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 27,842
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
27,842
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.17%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 608910-10-5 Page 4 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham International Advisors, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,032,900
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 1,032,900
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,032,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.25%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
Page 5 of 8 Pages
This Amendment No. 3 amends and supplements the Statement on Schedule 13D
(the "Statement") relating to the Common Stock, $.01 par value ("Common
Stock"), of Moneygram Payment Systems, Inc., a Delaware corporation (the
"Company")previously filed by Gotham Partners, L.P., a New York limited
partnership ("Gotham"), and Gotham Partners II, L.P., a New York limited
partnership ("Gotham II"). Capitalized terms used and not defined in this
Amendment have the meanings set forth in the Statement.
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported in the Statement.
Item 3 is hereby amended to add the following information:
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Common Stock purchased by Gotham,
Gotham II and Gotham International and reported in this Amendment No. 3 was
$34,601,013, $167,949 and $8,718,233, respectively. The aggregate sale price
of the Common Stock sold by Gotham II and reported in this Amendment No. 3 was
$67,985. All of the funds required for the purchases were obtained from the
general funds of Gotham International.
Item 4 is hereby amended to add the following information:
Item 4. Purpose of the Transaction
Viad Corporation ("the Offeror") has publicly announced an offer to
purchase all of the shares of the company for $17 cash through a tender offer
commencing no later than April 10th. A definitive agreement has been signed
and the board of directors of the Company has recommended approval of the
transaction.
The Reporting Persons believe that the price offered by the Offeror is
inadequate and represents a substantial discount to the fair value of the
Company. During the Company's conference call on April 6, management of the
Company described the price as fair because it represents 22.5 times analysts'
projected earnings for 1998. The Reporting Persons believe that this analysis
materially undervalues the Company for the following reasons, among others:
(1) GAAP earnings do not reflect the value of the Company's $58 million
deferred tax asset; (2) GAAP earnings are significantly reduced by contract
amortization charges that are the result of the Company's separation from
First Data Corporation and are not indicative of conditions under which new
agent contracts are being signed; and (3) the projection used by the Company
to justify the sales price is significantly lower than other estimates. By
comparison, James Marks of Credit Suisse First Boston is estimating $1.31 in
cash earnings for 1998 (after deducting approximately 27 cents per share for
amortization of agent contracts) indicating a price-earnings multiple of 13
times, based on the $17 tender offer.
<PAGE>
Page 6 of 8 Pages
In addition, the Reporting Persons believe that (1) the Company operates
in an attractive business segment that by the Offeror's own admission has been
growing at 20 to 30 percent per annum; (2) the Company is well positioned to
take advantage of the growth in expatriate remittance through its joint
venture with Thomas Cook; (3) a company with the growth characteristics of the
Company in its business segment deserves a multiple of economic earnings that
is consistent with its growth rate; (4) based on their complementary
businesses, the Offeror and the Company will recognize significant synergies
which are not being shared with the Company's shareholders based on the $17
cash price.
The Reporting Persons do not currently intend to tender their shares to
the Offeror at $17 per share. Regarding the above described subjects and
other relevant topics, the Reporting Persons may hold discussions with, among
others, other shareholders of the Company, management of the Company,
management of the Offeror, investment bankers, and other potential acquirors.
The Reporting Persons reserve the right to act in their best interests,
including rights under Delaware Law or otherwise to enforce appraisal or other
rights or remedies, and may purchase additional shares or sell shares or
interests therein in their sole discretion. The Reporting Persons may also
solicit proxies or consents from other shareholders.
Item 5 is hereby amended to add the following information:
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 4,063,558 shares of Common Stock as of the date of
this Amendment, representing an aggregate of approximately 24.61% of the
outstanding Common Stock of the Company. Gotham II owns 27,842 shares of
Common Stock as of the date of this Amendment, representing an aggregate of
approximately .17% of the outstanding Common Stock of the Company.
Gotham International owns 1,032,900 shares of Common Stock as of the date of
this Amendment, representing an aggregate of approximately 6.25% of the
outstanding Common Stock of the Company. The percentages in this paragraph are
calculated based upon 16,513,800 outstanding shares of Common Stock of the
Company, as of March 20, 1998, as reported in the Company's Form 10-K for the
year ended December 31, 1997. None of Gotham Advisors, Section H, Karenina,
DPB, Mr. Ackman or Mr. Berkowitz beneficially own any Common Stock (other than
the Common Stock beneficially owned by Gotham, Gotham II and Gotham
International).
(b) Pursuant to the Investment Management Agreement, Gotham Advisors
currently has the power to vote and to dispose of all of the Common Stock
beneficially owned by Gotham International.
(c) The tables below set forth information with respect to all purchases
and sales of Common Stock by Gotham, Gotham II and Gotham International since
the last filing. In each case, the transactions were effected through open-
market purchases.
<PAGE>
Page 7 of 8 Pages
Date Shares of Common Price per Share
Stock Purchased/(Sold)
Gotham Partners
4/06/98 1,370,000 16.7949
4/06/98 690,000 16.8000
Gotham II
3/16/98 (5,000) 13.5970
4/06/98 10,000 16.7949
Gotham International
4/06/98 519,100 16.7949
Except as described above, none of Gotham, Gotham II, Gotham
International, Gotham Advisors, Section H, Karenina, DPB, Mr. Ackman or Mr.
Berkowitz has effected any transactions in the securities of the Company since
the last filing.
(d) and (e). Not applicable.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Agreement of Joint Filing --- Incorporated by reference to
Exhibit 1 attached to the Statement
filed with Securities and Exchange
Commission on January 12, 1998
<PAGE>
Page 8 of 8 Pages
* * *
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
April 7, 1998
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB CORPORATION,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM PARTNERS II, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB CORPORATION,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM INTERNATIONAL ADVISORS, L.L.C.
By: /s/ David P. Berkowitz
David P. Berkowitz
Senior Managing Member
