UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MONEYGRAM PAYMENT SYSTEMS, INC.
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(Name of Issuer)
Common Stock, $0.01 par value
-----------------------------
(Title of Class of Securities)
60891010
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(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)
August 13, 1997
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(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).
<PAGE>
<TABLE>
<CAPTION>
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<S> <C> <C>
1 Name of Reporting Person TRANSAMERICA CORPORATION
IRS Identification No. of Above Person 94-0932740
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 Source of Funds WC
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5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
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6 Citizenship or Place of Organization Delaware
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NUMBER OF 7 Sole Voting Power -0-
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------------------
8 Shared Voting Power 3,274,400*
* See Note to Item 5
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9 Sole Dispositive Power -0-
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10 Shared Dispositive Power 3,274,400*
* See Note to Item 5
============= ================================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,274,400*
* 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 19.70%
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14 Type of Reporting Person HC
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</TABLE>
<PAGE>
Transamerica Corporation hereby amends, as set forth below, its Statement on
Schedule 13D filed on February 10, 1997 (the "Statement") and amended on March
26, 1997 (the "Amendment") 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 August 19, 1997, Transamerica directly
owned 989,500 shares of Common Stock. According to the Issuer's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997, the number of shares of Common
Stock outstanding as of August 1, 1997 was 16,625,000. Based on such
information, the 989,500 shares of Common Stock directly owned by Transamerica
represent approximately 5.95% of the class. See Annex B with respect to
purchases by Transamerica of Common Stock since the date of the Amendment, all
of which were effected through broker-dealers.
Transamerica may be deemed to beneficially own an additional 2,284,900
shares, which, together with the 989,500 shares reported above, represent
approximately 19.70% of the class. Such 2,284,900 shares are owned by direct and
indirect subsidiaries of Transamerica that are eligible to file Schedule 13G
pursuant to Rule 13d-1 and include 602,000 shares owned for the benefit of
unaffiliated investment advisory clients of one of Transamerica's subsidiaries.
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, 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.
<PAGE>
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.
August 19, 1997
TRANSAMERICA CORPORATION
By /s/ Richard N. Latzer
-------------------------------
Richard N. Latzer
Senior Vice President and
Chief Investment Officer
<PAGE>
ANNEX B
Transactions in Common Stock
Transamerica has purchased 654,500 shares of Common Stock in open market
transactions since the date of the Amendment at the weighted average prices and
in the amounts shown below.
Average Price Per Share ($)
Date No. of Shares (excluding commissions)
-------- ------------- ---------------------------
April 10 100,000 10.2788
April 25 5,000 9.75
April 28 35,000 9.625
April 30 55,000 9.3021
May 1 31,000 9.3952
May 2 24,000 10.0677
May 12 5,000 11.5804
May 13 32,800 12.6885
May 14 44,400 12.9269
May 15 12,800 13.4509
May 20 10,000 12.25
June 6 10,000 13.375
June 10 65,000 13.4904
June 11 60,000 13.2708
June 13 32,800 13.2469
June 16 20,600 13.3678
June 17 47,500 13.4079
June 18 1,800 13.25
June 19 14,000 13.50
July 24 21,000 14.9502
August 4 5,000 15.00
August 8 5,700 15.5446
August 11 7,000 16.4893
August 12 9,100 16.6564
