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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
MONEYGRAM PAYMENT SYSTEMS, INC.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
60891010
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(CUSIP Number)
Austin D. Kim, Esq.
Transamerica Corporation
600 Montgomery Street
San Francisco, CA 94111
(415) 983-4000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 24, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b)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
I.R.S. 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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7 Sole Voting Power -0-
NUMBER OF ----------------------------------------------------------
SHARES 8 Shared Voting Power 3,578,700*
BENEFICIALLY *See Note to Item 5
OWNED BY ----------------------------------------------------------
EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON ----------------------------------------------------------
WITH 10 Shared Dispositive Power 3,578,700*
*See Note to Item 5
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,578,700*
*See Note to Item 5
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12 Check Box if the Aggregate Amount in row 11 Excludes Certain Shares* [ ]
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13 Percent of Class Represented By Amount in Row 11 21.53%
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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") and last amended on
August 19, 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 February 13, 1998, Transamerica directly
owned 991,000 shares of Common Stock. According to the Issuer's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1997, the number of shares of
Common Stock outstanding as of November 1, 1997 was 16,625,000. Based on such
information, the 991,000 shares of Common Stock directly owned by Transamerica
represent approximately 5.96% of the class. Since the date of the Amendment,
Transamerica has purchased 1,500 shares of Common Stock in an open-market
transaction on October 16, 1997 at a price per share (excluding commissions) of
$16.1875.
Transamerica may be deemed to beneficially own an additional 2,587,700
shares, which, together with the 991,000 shares reported above, represent
approximately 21.53% of the class. Such 2,587,700 shares are owned by direct and
indirect subsidiaries of Transamerica that are eligible to file Schedule 13G
pursuant to Rule 13d-1 and include 904,800 shares owned for the benefit of
non-affiliate 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 of 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.
February 13, 1998
TRANSAMERICA CORPORATION
By /s/ RICHARD N. LATZER
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Richard N. Latzer
Senior Vice President and
Chief Investment Officer
