UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
MONEYGRAM PAYMENT SYSTEMS, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
60891010
(CUSIP Number)
*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 ("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>
1 Name of Reporting Person Transamerica Occidental Life
Insurance Company
IRS Identification No. of Above Person 95-1060502
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship or Place of Organization California
5 Sole Voting Power 0
NUMBER OF
SHARES 6 Shared Voting Power 899,100*
BENEFICIALLY * See Note to Exhibit A
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 899,100*
* See Note to Exhibit A
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 899,100*
* See Note to Exhibit A
10 Check Box if the Aggregate Amount in Row 9
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 5.4%
12 Type of Reporting Person HC and IC<PAGE>
1 Name of Reporting Person Transamerica Life Insurance
and Annuity Company
IRS Identification No. of Above Person 95-6140222
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship or Place of Organization California
5 Sole Voting Power 0
NUMBER OF
SHARES 6 Shared Voting Power 689,100
BENEFICIALLY
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 689,100
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 689,100
10 Check Box if the Aggregate Amount in Row 9
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 4.1%
12 Type of Reporting Person IC<PAGE>
1 Name of Reporting Person Transamerica Insurance Corporation
of California
IRS Identification No. of Above Person 95-2634355
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship or Place of Organization California
5 Sole Voting Power 0
NUMBER OF
SHARES 6 Shared Voting Power 899,100*
BENEFICIALLY * See Note to Exhibit A
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 899,100*
* See Note to Exhibit A
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 899,100*
* See Note to Exhibit A
10 Check Box if the Aggregate Amount in Row 9
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 5.4%
12 Type of Reporting Person HC and IC<PAGE>
1 Name of Reporting Person Transamerica Investment Services, Inc.
IRS Identification No. of Above Person 94-1632699
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship or Place of Organization Delaware
5 Sole Voting Power 0
NUMBER OF
SHARES 6 Shared Voting Power 1,275,100
BENEFICIALLY
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 1,275,100
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 1,275,100
10 Check Box if the Aggregate Amount in Row 9
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 7.7%
12 Type of Reporting Person IA<PAGE>
Item 1(a). Name of Issuer.
Moneygram Payment Systems, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
7401 West Mansfield Avenue, Lakewood, Colorado 80235.
Item 2(a). Name of Person Filing.
This statement is filed by Transamerica Occidental Life
Insurance Company ("Occidental"), the parent of Transamerica Life
Insurance and Annuity Company ("TALIAC"); TALIAC; Transamerica
Insurance Corporation of California ("TICC"), the parent of
Occidental and indirect parent of TALIAC; and Transamerica
Investment Services, Inc. ("TIS") (collectively, the
"Companies").
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The address of each of the Companies is 1150 South
Olive Street, Los Angeles, California 90015.
Item 2(c). Citizenship.
Occidental, TALIAC and TICC are California
corporations. TIS is a Delaware corporation.
Item 2(d). Title of Class of Securities.
Common Stock, $0.01 par value ("Common Stock").
Item 2(e). CUSIP Number.
60891010
Item 3. Type of Reporting Person.
Each of the Companies is filing this statement pursuant
to Rule 13d-2(b). TALIAC is an insurance company as defined in
Section 3(a)(19) of the Securities Exchange Act of 1934;
Occidental and TICC are insurance companies as defined in Section
3(a)(19) of the Securities Exchange Act of 1934 and parent
holding companies in accordance with Rule 13d-1(b)(1)(ii)(G).
TIS is an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940.<PAGE>
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of each of
the cover pages to this statement, which items are incorporated
by reference herein.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Occidental is deemed to be the beneficial owner of
899,100 shares of Common Stock, 210,000 of which Occidental owns
directly, and 689,100 of which are owned by Occidental's
subsidiary, TALIAC.*
TICC is deemed to be the beneficial owner of the
899,100 shares of Common Stock beneficially owned by its
subsidiary, Occidental, and by its indirect subsidiary, TALIAC.*
TIS is deemed to be the beneficial owner of 1,275,100
shares of Common Stock pursuant to separate arrangements whereby
TIS acts as investment adviser to certain individuals and
entities, including Occidental and TALIAC. Each of the
individuals and entities for which TIS acts as investment adviser
has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities
purchased or held pursuant to such arrangements.
To the knowledge of the Companies, no other person has
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common
Stock.
* See Note to Exhibit A.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
TICC is filing this statement pursuant to Rule 13d-
1(b)(1)(ii)(G) and not pursuant to Rule 13d-1(c). The identity
and Item 3 classification of its relevant subsidiaries are set
forth on Exhibit A attached hereto and incorporated herein by
reference.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.<PAGE>
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certify that, to the
best of their knowledge and belief, the securities referred to
above were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.<PAGE>
Signature
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
TRANSAMERICA OCCIDENTAL LIFE INSURANCE
COMPANY
February 13, 1997 By /s/ Richard N. Latzer
______________________________________
Richard N. Latzer
Chief Investment Officer
TRANSAMERICA LIFE INSURANCE AND
ANNUITY COMPANY
February 13, 1997 By /s/ Richard N. Latzer
______________________________________
Richard N. Latzer
Chief Investment Officer
TRANSAMERICA INSURANCE CORPORATION OF
CALIFORNIA
February 13, 1997 By /s/ Richard N. Latzer
______________________________________
Richard N. Latzer
Senior Vice President,
Transamerica Corporation
Its Attorney-In-Fact
TRANSAMERICA INVESTMENT SERVICES, INC.
February 13, 1997 By /s/ Richard N. Latzer
______________________________________
Richard N. Latzer
President and Chief Executive Officer<PAGE>
Pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, the undersigned, Transamerica Occidental
Life Insurance Company, a California corporation; Transamerica
Life Insurance and Annuity Company, a California corporation;
Transamerica Insurance Corporation of California, a California
corporation; and Transamerica Investment Services, Inc., a
Delaware corporation; and each of them, hereby agree that the
statement on Schedule 13G, dated February 13, 1997 and any
amendments thereto, are filed on behalf of each of them.
TRANSAMERICA OCCIDENTAL LIFE INSURANCE
COMPANY
February 13, 1997 By /s/ Richard N. Latzer
___________________________________
Richard N. Latzer
Chief Investment Officer
TRANSAMERICA LIFE INSURANCE AND
ANNUITY COMPANY
February 13, 1997 By /s/ Richard N. Latzer
___________________________________
Richard N. Latzer
Chief Investment Officer
TRANSAMERICA INSURANCE CORPORATION OF
CALIFORNIA
February 13, 1997 By /s/ Richard N. Latzer
___________________________________
Richard N. Latzer
Senior Vice President,
Transamerica Corporation
Its Attorney-In-Fact
TRANSAMERICA INVESTMENT SERVICES, INC.
February 13, 1997 By /s/ Richard N. Latzer
___________________________________
Richard N. Latzer
President and Chief Executive
Officer<PAGE>
Each of Occidental and TALIAC is an insurance company
as defined in Section 3(a)(19) of the Securities Exchange Act of
1934. TALIAC is a wholly owned subsidiary of Occidental, and
Occidental is a wholly owned subsidiary of TICC.
TICC is an insurance company as defined in Section
3(a)(19) of the Securities Exchange Act of 1934. TIS is an
investment adviser registered under Section 203 of the Investment
Advisers Act of 1940. Both TICC and TIS are wholly owned
subsidiaries of Transamerica Corporation ("Transamerica").
Note: Management of the affairs of subsidiaries of
Transamerica, including decisions respecting dispositions and/or
voting of the shares of the Common Stock beneficially owned by
such subsidiaries, resides in respective officers and directors
of the subsidiaries and is not directed by Transamerica or other
subsidiaries. Accordingly, the filing of this Schedule 13G by
TICC and Occidental is not intended as, and should not be deemed,
an acknowledgment of beneficial ownership or shared voting or
dispositive power by them of the shares of the Common Stock
beneficially owned by their subsidiaries, and such beneficial
ownership or attribution or shared voting or dispositive power is
expressly disclaimed.
Exhibit A<PAGE>
