UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MONEYGRAM PAYMENT SYSTEMS, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
60891010
(CUSIP Number)
Robert D. Myers, Esq.
Transamerica Corporation
600 Montgomery Street
San Francisco, CA 94111
(415) 983-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 18, 1997
(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.
*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).
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1 Name of Reporting Person TRANSAMERICA CORPORATION
IRS Identification No. of Above Person 94-0932740
2 Check the Appropriate Box if a Member of a Group (a)
(b) [x]
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 Delaware
NUMBER OF 7 Sole Voting Power 0
SHARES
BENEFICIALLY
OWNED BY EACH 8 Shared Voting Power 2,061,000*
REPORTING * See Note to Item 5
PERSON WITH
9 Sole Dispositive Power 0
10 Shared Dispositive Power 2,061,000*
* See Note to Item 5
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,061,000*
* See Note to Item 5
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 12.4%
14 Type of Reporting Person HC
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Transamerica Corporation hereby amends, as set forth
below, its Statement on Schedule 13D filed on February 10, 1997
(the "Statement") relating to the Common Stock of Moneygram
Payment Systems, Inc. Capitalized terms used herein that are not
otherwise defined shall have the meanings given to them in the
Statement.
Item 5. Interest in Securities of the Issuer
The response to Item 5 is amended and restated in its
entirety as follows:
(a), (b), (c) and (d). As of March 24, 1997,
Transamerica directly owned 335,000 shares of Common Stock.
According to the Issuer's Amendment No. 6 to Registration
Statement on Form S-1, filed on December 11, 1996, the number of
shares of Common Stock outstanding as of the completion of the
offering contemplated by such Registration Statement was
16,625,000. Based on such information, the 335,000 shares of
Common Stock directly owned by Transamerica represent
approximately 2.02% of the class. See Annex B with respect to
transactions by Transamerica in Common Stock since the date of
the Statement, all of which were effected through broker-dealers.
Transamerica may be deemed to beneficially own
2,061,000 shares, which, based on the foregoing information,
represents approximately 12.4% of the class. Such number
includes 1,726,000 shares (including 241,000 shares owned for the
benefit of unaffiliated investment advisory clients of one of
Transamerica's subsidiaries) owned by direct and indirect
subsidiaries of Transamerica who are eligible to file Schedule
13G pursuant to Rule 13d-1.
None of Transamerica's directors or executive officers
beneficially owns any shares of Common Stock.
Note: Management of the affairs of Transamerica's
subsidiaries, including decisions respecting dispositions and/or
voting of the shares of the Common Stock beneficially owned by
such subsidiaries, resides in the respective officers and
directors of the subsidiaries and is not directed by
Transamerica or other subsidiaries. Accordingly, the filing of
this Schedule 13D by Transamerica is not intended as, and should
not be deemed, an acknowledgment of beneficial ownership or
shared voting or dispositive power by Transamerica of the shares
of the Common Stock beneficially owned by its subsidiaries, and
such beneficial ownership or attribution or shared voting or
dispositive power is expressly disclaimed.
(e) Not applicable.
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Signature
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
March 25, 1997
TRANSAMERICA CORPORATION
By /s/ Richard N. Latzer
_____________________________
Richard N. Latzer
Senior Vice President and
Chief Investment Officer
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ANNEX B
Transactions in Common Stock
Transamerica has acquired 94,000 shares of Common Stock in open
market transactions since the date of the Statement, at the
prices and in the amounts shown below.
Average Price Per Share ($)
Date No. of Shares (excluding commissions)
February 10, 1997 4,000 13.1222
February 11, 1997 10,000 13.1242
March 17, 1997 15,000 7.7875
March 18, 1997 20,000 7.75
March 19, 1997 25,000 7.50
March 21, 1997 20,000 7.4844
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