UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
January 30, 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 241,000
SHARES
BENEFICIALLY
OWNED BY EACH 8 Shared Voting Power 1,602,100*
REPORTING * See Note to Item 5
PERSON WITH
9 Sole Dispositive Power 241,000
10 Shared Dispositive Power 1,602,100*
* See Note to Item 5
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 1,843,100*
* 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 11.1%
14 Type of Reporting Person HC
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Item 1. Security and Issuer
This Statement relates to shares of the Common
Stock, $.01 par value ("Common Stock"), of Moneygram Payment
Systems, Inc. (the "Issuer"). The principal executive office
and mailing address of the Issuer is 7401 West Mansfield
Avenue, Lakewood, Colorado 80235.
Item 2. Identity and Background
This Statement is filed by Transamerica Corporation
("Transamerica"), a Delaware corporation. Its address is 600
Montgomery Street, San Francisco, California 94111. See
Annex A for the identities of and certain information
relating to Transamerica's directors and executive officers.
Neither Transamerica nor any of its directors or
executive officers has, during the past five years, been
convicted of any criminal proceeding (other than a traffic
citation or similar, minor infraction), nor been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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 laws or finding any
violation with respect to such laws. Each of the persons
named in Annex A is a citizen of the United States of
America, except Richard H. Finn, who is a citizen of Great
Britain, and Mark A. McEachen, who is a citizen of Canada.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for purchases of Common Stock
reported as beneficially owned, directly or indirectly, in
Item 5 of this Statement was the working capital of
Transamerica and its subsidiaries. The shares owned for the
benefit of investment advisory clients of one of
Transamerica's subsidiaries were purchased with cash assets
of such clients.
Item 4. Purpose of Transaction
The shares of Common Stock beneficially owned by
Transamerica and its subsidiaries were acquired in the
ordinary course of business for investment purposes and were
not acquired for the purpose (and do not have the effect) of
changing or influencing the control of the Issuer, and were
not acquired in connection with any transaction having such
purposes or effects. Depending on market conditions and
other factors, Transamerica or its subsidiaries may purchase
additional shares of Common Stock in the open market or in
private transactions. Alternatively, depending on market
conditions and other factors, Transamerica or its
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subsidiaries may sell all or some of their shares of Common
Stock.
Neither Transamerica nor any of its directors or
officers has plans or proposals that relate to or would
result in any of the actions set forth in clauses (a) through
(j) of Item 4.
Item 5. Interest in Securities of the Issuer
(a), (b), (c) and (d). 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. Transamerica
may be deemed to beneficially own 1,843,100 shares, which,
based on the foregoing information, is approximately 11.1% of
the outstanding Common Stock. Transamerica directly owns,
and has sole voting and dispositive power over, 241,000 (or
1.5%) of such shares. The remaining 1,602,100 shares,
including 236,000 shares owned for the benefit of
non-affiliate investment advisory clients of one of
Transamerica's subsidiaries, are beneficially owned by direct
and indirect subsidiaries of Transamerica who are eligible to
file Schedule 13G pursuant to Rule 13d-1. See Annex B with
respect to transactions by Transamerica in the Common Stock
in the past 60 days, all of which were effected through
broker-dealers.
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 as, 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.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
None.
Item 7. Material to be filed as Exhibits
None.
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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.
February 7, 1997
TRANSAMERICA CORPORATION
By /s/ Richard N. Latzer
___________________________
Richard N. Latzer
Senior Vice President and
Chief Investment Officer
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ANNEX A
Directors
Business Principal
Name Address Occupation
Frank C. Herringer 600 Montgomery Street Chairman,
San Francisco, CA President and
94111 Chief Executive
Officer,
Transamerica
Corporation
Samuel L. Ginn 1 California Street Chairman and
San Francisco, CA Chief Executive
94111 Officer, AirTouch
Communications,
Inc.
Gordon E. Moore 2200 Mission College Chairman, Intel
Blvd. Corporation
Santa Clara, CA 95052
Robert W. 375 Park Avenue Vice Chairman and
Matschullat New York, NY 10152 Chief Financial
Officer, The
Seagram Company
Ltd.
Toni Rembe 225 Bush Street Partner,
San Francisco, CA Pillsbury Madison
94104 & Sutro
Condoleeza Rice Stanford, CA 94305 Provost, Stanford
University
Charles R. Schwab 101 Montgomery Street Chairman and
San Francisco, CA Chief Executive
94104 Officer, The
Charles Schwab
Corporation
Forrest N. Shumway 600 Montgomery Street Retired Vice
San Francisco, CA Chairman, Allied-
94111 Signal Inc.
Peter V. Ueberroth 500 Newport Center Managing Director,
Drive, Suite 900 The Contrarian
Newport Beach, CA Group, Inc.
92660
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Executive Officers
Business
Name Address Title
Frank C. Herringer Transamerica Corporation Chairman,
600 Montgomery Street President and
San Francisco, CA Chief Executive
94111 Officer
Thomas J. Cusack Transamerica Corporation Executive Vice
600 Montgomery Street President
San Francisco, CA
94111
Richard H. Finn Transamerica Corporation Executive Vice
600 Montgomery Street President
San Francisco, CA
94111
Edgar H. Grubb Transamerica Corporation Executive Vice
600 Montgomery Street President and
San Francisco, CA Chief Financial
94111 Officer
Robert A. Watson Transamerica Corporation Executive Vice
600 Montgomery Street President
San Francisco, CA
94111
Shirley H. Buccieri Transamerica Corporation Senior Vice
600 Montgomery Street President,
San Francisco, CA General Counsel
94111 and Secretary
Richard H. Fearon Transamerica Corporation Senior Vice
600 Montgomery Street President-
San Francisco, CA Corporate
94111 Development
Richard N. Latzer Transamerica Corporation Senior Vice
600 Montgomery Street President and
San Francisco, CA Chief Investment
94111 Officer
Burton E. Broome Transamerica Corporation Vice President
600 Montgomery Street and Controller
San Francisco, CA
94111
Mark A. McEachen Transamerica Corporation Vice President
600 Montgomery Street and Treasurer
San Francisco, CA
94111
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ANNEX B
Transactions in Common Stock
Transamerica has acquired 241,000 shares of Common Stock in
open market transactions since December 11, 1996, at the
prices and in the amounts shown below.
Average Price Per Share ($)
Date No. of Shares (excluding commissions)
December 11, 1996 70,000 12.00
December 11, 1996 95,000 13.0697
January 30, 1997 22,000 13.375
January 31, 1997 3,000 13.375
February 3, 1997 20,000 13.3125
February 5, 1997 11,000 13.375
February 7, 1997 20,000 13.2372
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