UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1998
Commission file number 001-11015
VIAD CORP
(Exact name of registrant as specified in its charter)
DELAWARE 36-1169950
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1850 N. CENTRAL AVE., PHOENIX, ARIZONA 85077
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 207-4000
Indicate by check mark whether the registrant (1) has filed all
Exchange Act reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12
months, and (2) has been subject to such filing requirements for
the past 90 days.
Yes x No
--------- ---------
As of April 30, 1998, 99,243,565 shares of Common Stock ($1.50
par value) were outstanding.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
VIAD CORP
CONSOLIDATED BALANCE SHEET
March 31, December 31,
(000 omitted) 1998 1997
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents $ 29,490 $ 12,341
Receivables, less allowance of
$4,787 and $4,805 136,554 131,620
Inventories 109,414 105,331
Deferred income taxes 28,837 29,444
Other current assets 36,191 29,207
---------- ----------
340,486 307,943
Funds, agents' receivables and
current maturities of investments
restricted for a subsidiary's payment
service obligations, after eliminating
$90,000 of the subsidiary's funds
invested in Viad commercial paper 495,685 617,887
---------- ----------
Total current assets 836,171 925,830
Investments restricted for subsidiary's
payment service obligations 1,749,852 1,615,464
Property and equipment 461,129 470,052
Other investments and assets 107,280 113,274
Deferred income taxes 74,580 74,659
Intangibles 526,794 531,034
---------- ----------
$ 3,755,806 $ 3,730,313
========== ==========
March 31, December 31,
(000 omitted, except number of shares) 1998 1997
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 138,809 $ 145,641
Accrued compensation 58,677 75,589
Other current liabilities 140,202 134,477
Current portion of long-term debt 32,177 32,291
---------- ----------
369,865 387,998
Payment service obligations of subsidiary 2,266,553 2,248,004
---------- ----------
Total current liabilities 2,636,418 2,636,002
Long-term debt 401,911 377,849
Pension and other benefits 64,352 62,988
Other deferred items and
insurance reserves 99,190 109,323
Minority interests 8,475 8,378
$4.75 Redeemable preferred stock 6,615 6,612
Common stock and other equity:
Common stock, $1.50 par value,
200,000,000 shares authorized,
99,739,925 shares issued 149,610 149,610
Additional capital 310,686 291,414
Retained income 216,743 209,127
Unearned employee benefits and other (136,621) (121,968)
Unrealized gain on securities
available for sale 12,064 13,625
Cumulative translation adjustments (2,417) (3,022)
Common stock in treasury, at cost,
587,553 and 516,926 shares (11,220) (9,625)
---------- ----------
Total common stock and other equity 538,845 529,161
---------- ----------
$ 3,755,806 $ 3,730,313
========== ==========
<FN>
See Notes to Consolidated Financial Statements.
VIAD CORP
STATEMENT OF CONSOLIDATED INCOME
Three months ended March 31, 1998 1997
(000 omitted, except per share data) ---------- ----------
REVENUES $ 602,780 $ 569,726
---------- ----------
Costs and expenses:
Costs of sales and services 561,848 531,016
Corporate activities and
nonoperating items, net 6,205 7,983
Sale of trade accounts receivable expense 1,096 1,088
Interest expense 11,174 14,263
Minority interests 276 364
---------- ----------
580,599 554,714
---------- ----------
Income before income taxes 22,181 15,012
Income taxes 6,802 4,492
---------- ----------
INCOME BEFORE EXTRAORDINARY CHARGE 15,379 10,520
Extraordinary charge for early retirement
of debt, net of tax benefit of $4,554 (8,458)
---------- ----------
NET INCOME $ 15,379 $ 2,062
========== ==========
DILUTED INCOME PER COMMON SHARE:
Income before extraordinary charge $ 0.15 $ 0.11
Extraordinary charge (0.09)
---------- ----------
Diluted net income per common share $ 0.15 $ 0.02
========== ==========
BASIC INCOME PER COMMON SHARE:
Income before extraordinary charge $ 0.16 $ 0.11
Extraordinary charge (0.09)
---------- ----------
Basic net income per common share $ 0.16 $ 0.02
========== ==========
Average outstanding common shares 93,979 90,044
Additional dilutive shares related to
stock-based compensation 3,872 2,795
---------- ----------
Average outstanding and potentially
dilutive common shares 97,851 92,839
========== ==========
Dividends declared per common share $ 0.08 $ 0.08
========== ==========
Preferred stock dividends $ 282 $ 282
========== ==========
<FN>
See Notes to Consolidated Financial Statements.
VIAD CORP
STATEMENT OF RETAINED INCOME
Three months ended March 31, 1998 1997
(000 omitted) ---------- ----------
Balance, beginning of year $ 209,127 $ 146,664
Net income 15,379 2,062
Dividends on common and preferred stock (7,843) (7,552)
Adjust distribution of consumer products
business to Viad stockholders for post-
closing settlements (1,216)
Other 80 13
---------- ----------
Balance, end of period $ 216,743 $ 139,971
========== ==========
<FN>
See Notes to Consolidated Financial Statements.
VIAD CORP
STATEMENT OF COMPREHENSIVE INCOME
Three months ended March 31, 1998 1997
(000 omitted) ---------- ----------
Net income $ 15,379 $ 2,062
---------- ----------
Other comprehensive income, net of tax:
Foreign currency translation adjustments 605 (753)
Unrealized gain (loss) on securities
classified as available for sale:
Unrealized holding losses arising
during the period (295) (4,172)
Reclassification adjustment for realized
gains included in net income (1,266) (345)
---------- ---------
Other comprehensive loss (956) (5,270)
---------- ---------
Comprehensive income (loss) $ 14,423 $ (3,208)
========== =========
<FN>
See Notes to Consolidated Financial Statements.
VIAD CORP
STATEMENT OF CONSOLIDATED CASH FLOWS
Three months ended March 31, 1998 1997
(000 omitted) ---------- ----------
CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES:
Net income $ 15,379 $ 2,062
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 20,309 19,372
Deferred income taxes 2,679 4,128
Extraordinary charge for early retirement of debt 8,458
Other noncash items, net 148 2,689
Change in operating assets and liabilities:
Receivables and inventories (9,387) (44,952)
Payment service assets and obligations, net 142,698 49,972
Accounts payable and accrued compensation (23,744) (12,865)
Other assets and liabilities, net 281 (11,169)
---------- ----------
Net cash provided by operating activities 148,363 17,695
---------- ----------
CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES:
Capital expenditures (16,114) (13,849)
Acquisitions of businesses, net of cash acquired (17,555)
Proceeds from sales of businesses, property and
other assets, net 2,795 70,277
Investments restricted for payment service obligations:
Proceeds from sales and maturities of securities
classified as available for sale 185,191 178,557
Proceeds from maturities of securities
classified as held to maturity 29,774 6,841
Purchases of securities classified as
available for sale (280,992) (150,726)
Purchases of securities classified as
held to maturity (70,991) (65,352)
Investments in and advances to
discontinued operations, net (3,920)
---------- ----------
Net cash (used) provided by investing activities (150,337) 4,273
---------- ----------
CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:
Payments on long-term borrowings (68) (58,528)
Premium paid upon early retirement of debt (13,012)
Net change in short-term borrowings 24,000 53,856
Dividends on common and preferred stock (7,843) (7,552)
Proceeds from sales of treasury stock 5,163 5,164
Cash payments on interest rate swaps (2,129) (2,157)
---------- ----------
Net cash provided (used) by financing activities 19,123 (22,229)
---------- ----------
Net increase (decrease) in cash and cash equivalents 17,149 (261)
Cash and cash equivalents, beginning of year 12,341 4,422
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 29,490 $ 4,161
========== ==========
<FN>
See Notes to Consolidated Financial Statements.
VIAD CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A--Basis of Preparation
The Consolidated Financial Statements of Viad Corp ("Viad") include
the accounts of Viad and all of its subsidiaries. This information
should be read in conjunction with the financial statements set
forth in the Viad Corp Annual Report to Stockholders for the year
ended December 31, 1997.
Accounting policies utilized in the preparation of the financial
information herein presented are the same as set forth in Viad's
annual financial statements except as modified for interim
accounting policies which are within the guidelines set forth in
Accounting Principles Board Opinion No. 28, "Interim Financial
Reporting." The interim consolidated financial information is
unaudited. In the opinion of management, all adjustments,
consisting only of normal recurring accruals, necessary to present
fairly Viad's financial position as of March 31, 1998, and its
results of operations and its cash flows for the three months ended
March 31, 1998 and 1997 have been included. Interim results of
operations are not necessarily indicative of the results of
operations for the full year.
Certain prior year amounts have been reclassified to conform with
the 1998 presentation.
NOTE B--Fiduciary Assets Restricted for Payment Service Obligations
Viad's payment services subsidiary generates funds from the sale of
money orders and other payment instruments, with the related
liability classified as "Payment service obligations." The
proceeds of such sales are invested in permissible securities,
principally debt instruments. Such investments, along with related
cash and funds in transit, are restricted by state regulatory
agencies for use by the subsidiary to satisfy the liability to pay,
upon presentment, the face amount of such payment service
obligations. Accordingly, such fiduciary assets are not available
to satisfy working capital or other financing requirements of Viad.
Following is a summary of amounts related to the payment service
obligations as of March 31, 1998, including excess funds:
(000 omitted)
Fiduciary Assets:
Funds, agents' receivables and current
maturities of investments restricted
for payment service obligations,
including $90,000 invested in Viad
commercial paper (1) $ 585,685
Investments restricted for payment
service obligations (2) 1,749,852
----------
2,335,537
Payment service obligations 2,266,553
----------
Asset carrying amounts in excess
of 1:1 funding coverage of
payment service obligations (2) $ 68,984
==========
<FN>
(1) See Note D of Notes to Consolidated Financial Statements for description
of Viad's revolving bank credit agreement, which supports its commercial paper
obligations.
(2) See Note C of Notes to Consolidated Financial Statements for a summary of
investments and their classification and carrying amounts in accordance with
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities." As detailed therein, securities classified as "available for
sale" are carried at market value, and the market value of securities
classified as "held to maturity" exceeded carrying amounts by $10,415,000 at
March 31, 1998.
NOTE C--Investments Restricted for Payment Service Obligations
Investments restricted for payment service obligations include
the following debt and equity securities:
March 31, December 31,
1998 1997
(000 omitted) ----------- -----------
Securities available for sale, at
fair value (amortized cost of
$1,172,041 and $1,074,371) $ 1,191,818 $ 1,096,706
Securities held to maturity, at
amortized cost (fair value of
$600,411 and $559,497) 589,996 548,773
----------- ----------
1,781,814 1,645,479
Less current maturities (31,962) (30,015)
----------- ----------
$ 1,749,852 $ 1,615,464
=========== ==========
NOTE D--Debt
At March 31, 1998 and December 31, 1997, Viad classified as long-
term debt $74,000,000 and $50,000,000, respectively, of short-
term borrowings which, along with the $90,000,000 commercial
paper issued to Viad's payment services subsidiary, are supported
by unused commitments under a $300,000,000 long-term revolving
bank credit agreement.
In late March 1997, Viad repurchased $58,414,000 par value of its
10.5 percent subordinated debentures at a premium, resulting in
an extraordinary charge of $8,458,000.
NOTE E--Income Taxes
A reconciliation of the provision for income taxes and the amount
that would be computed using statutory federal income tax rates
on income before income taxes for the three months ended March
31, is as follows:
1998 1997
(000 omitted) ------------ ------------
Computed income taxes at statutory
federal income tax rate of 35% $ 7,763 $ 5,254
Nondeductible goodwill amortization 1,051 1,039
Minority interests 97 127
State income taxes 673 829
Tax-exempt income (5,350) (4,199)
Adjustment to estimated annual
effective rate 2,000 1,750
Other, net 568 (308)
----------- -----------
Provision for income taxes $ 6,802 $ 4,492
=========== ===========
NOTE F--Supplementary Information--Revenues and Operating Income
Three months ended March 31,
------------------------------------------------------------
Revenues Operating Income
--------------------------- ----------------------------
1998 1997 1998 1997
(000 omitted) ----------- ----------- ----------- -----------
Airline Catering
and Services (1) $ 235,128 $ 211,829 $ 13,932 $ 13,147
Convention
Services (1) 209,587 209,327 20,347 18,489
Travel and Leisure
and Payment
Services (1)(2) 158,065 148,570 6,653 7,074
----------- ----------- ----------- -----------
Total principal
business
segments (1) $ 602,780 $ 569,726 40,932 38,710
=========== ===========
Corporate activities
and nonoperating
items, net (1) (6,205) (7,983)
Sale of trade
accounts receivable
expense (1,096) (1,088)
----------- -----------
$ 33,631 $ 29,639
=========== ===========
<FN>
(1) In 1998, Viad began charging its operating subsidiaries an increased
allocation of Corporate expenses, which for the first quarter of 1998 equaled
about 75 percent of the reduction in expense for Corporate activities. The
increased charges for Corporate expenses reduced 1998 operating income of Viad's
segments, resulting in lower reported increases over 1997 segment operating
income levels.
(2) Viad's payment services subsidiary is investing increasing amounts in tax-
exempt securities. On a fully taxable equivalent basis, revenues and operating
income would be higher by $8,231,000 and $6,460,000 for the 1998 and 1997
quarters, respectively.
NOTE G--Impact of New Accounting Pronouncement
In March 1998, the American Institute of Certified Public
Accountants issued Statement of Position ("SOP") 98-1, "Accounting
for the Costs of Computer Software Developed or Obtained for
Internal Use." The SOP, which becomes effective in 1999, outlines
capitalization criteria for certain development costs of software
to be used internally. Viad expects to adopt the SOP in the first
quarter of 1999 for software developmental costs incurred in that
quarter and thereafter. The effect of the adoption of SOP 98-1 on
Viad's consolidated financial position or results of operations has
not yet been determined.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS:
There were no material changes in the nature of Viad's business,
nor were there any other changes in the general characteristics of
its operations as described and discussed in the first paragraph of
the results section of Management's Discussion and Analysis of
Results of Operations and Financial Condition presented in the Viad
Corp Annual Report to Stockholders for the year ended December 31,
1997.
All per share figures discussed are stated on the diluted basis.
COMPARISON OF FIRST QUARTER OF 1998 TO THE FIRST QUARTER OF 1997:
In the first quarter of 1998, revenues increased $33.1 million, or
5.8 percent, to $602.8 million from $569.7 million in 1997. The
1998 first quarter operating income of Viad's principal business
segments increased $2.2 million, or 5.7 percent, over that of 1997.
Viad's payment services subsidiary continues to invest increasing
amounts of its growing money order and official check funds in tax-
exempt securities. On a fully taxable equivalent basis, revenues
rose 6.0 percent and operating income of principal business
segments increased $4.0 million, or 8.8 percent.
Income for the first quarter of 1998 was $15.4 million, or $0.15
per share, compared to income before extraordinary charge of $10.5
million, or $0.11 per share, for the 1997 quarter. There were 5
million more average outstanding and potentially dilutive common
shares outstanding in 1998 than in 1997, due primarily to the
acquisition of Game Financial Corporation in December 1997 (for
approximately 2.6 million shares of Viad common stock), stock
option exercises over the past year and the effects of a higher
Viad stock price on the calculation of additional common shares
arising from unexercised stock options.
Net income for the first quarter of 1998 was $15.4 million, or
$0.15 per share. Net income for the first quarter of 1997 was $2.1
million, or $0.02 per share, after deducting an extraordinary
charge of $8.5 million (net of tax benefit of $4.6 million), or
$0.09 per share, for the early retirement of debt.
In 1998, Viad began charging its operating subsidiaries an
increased allocation of Corporate expenses. The increased charges
for Corporate expenses reduced 1998 operating income of Viad's
segments, resulting in lower reported increases over 1997 segment
operating income levels.
AIRLINE CATERING AND SERVICES.
The first quarter 1998 revenues of the Airline Catering and
Services group were $235.1 million, an 11.0 percent increase from
the 1997 first quarter revenues of $211.8 million. Operating
income increased $800,000, or 6.0 percent (8.3 percent before the
increased corporate allocation), over that of the 1997 first
quarter. Revenues and operating income increased due to new
catering business added throughout 1997 and increased traffic and
flights. Revenues and operating income from the airplane fueling
and ground handling business were essentially even. On April 6,
1998, Viad announced the sale of its Aircraft Services
International Group ("ASIG"), which constituted the fueling and
ground handling portion of Viad's airline catering and services
segment. See Recent Developments. Operating margins decreased
slightly to 5.9 percent (6.1 percent before the increased corporate
allocation) from 1997's 6.2 percent due to lower margins at ASIG.
CONVENTION SERVICES.
Convention Services first quarter 1998 revenues increased $300,000,
or 0.1 percent, to $209.6 million from $209.3 million in the 1997
first quarter, as GES Exposition Services continued to eliminate
low-margin business in the 1998 quarter. Operating income
increased $1.9 million, or 10.0 percent (13.0 percent before the
increased corporate allocation), and operating margins increased
from 8.8 percent in the 1997 quarter to 9.7 percent (10.0 percent
before the increased corporate allocation) in 1998, due to improved
cost controls and higher margin business.
TRAVEL AND LEISURE AND PAYMENT SERVICES.
Revenues of the Travel and Leisure and Payment Services companies
were $158.1 million for the first quarter of 1998, up $9.5 million,
or 6.4 percent, from those of the 1997 first quarter. Operating
income decreased 6.0 percent to $6.7 million. On the fully taxable
equivalent basis, first quarter revenues and operating income would
have been higher by $8.2 million and $6.5 million in 1998 and 1997,
respectively, resulting in a 7.3 percent revenue increase and a
10.0 percent (13.7 percent before the increased corporate
allocation) operating income increase. The results of Game
Financial Corporation ("Game"), which was acquired in December
1997, substantially offset prior-year revenues and operating income
from Crystal Holidays and Jetsave, two small British travel
companies sold in October 1997. Operating margins on the fully
taxable equivalent basis would be 9.0 percent (9.3 percent before
the increased corporate allocation) in the first quarter of 1998,
up from 8.7 percent in the 1997 first quarter.
On the fully taxable equivalent basis, payment services revenues
and operating income increased $24.1 million and $2.7 million,
respectively, over those of 1997's first quarter, primarily due to
acquisitions made in 1997, including Game in December 1997. In
addition, larger investment balances resulted in increased
investment income.
Duty Free and shipboard concession revenues decreased $500,000 from
those of the 1997 first quarter. One customer had a cruise ship
in extended drydock during the first quarter of 1998, contributing
to fewer shipboard passenger days. Operating income increased
$200,000 over that of the 1997 first quarter, due primarily to cost
controls.
Travel tour service revenues decreased $400,000 from those of the
1997 first quarter, primarily as a result of weaker off-season
package tour traffic. Operating income was even with that of the
1997 first quarter, as operating cost reductions offset the revenue
decline.
Restaura foodservice revenues and operating income for the 1998
first quarter decreased from those of the 1997 first quarter by
$1 million and $700,000, respectively. A portion of the revenue
decrease is attributable to a major customer experiencing reduced
overtime and weekend production at several locations. The decline
in operating income was caused in part by start-up costs of
concession operations at Bank One Ballpark (in preparation for the
inaugural season of the Arizona Diamondbacks major league baseball
franchise).
CORPORATE ACTIVITIES AND NONOPERATING ITEMS, NET.
Corporate activities and nonoperating items, net, decreased $1.8
million in the first quarter of 1998 compared to the first quarter
of 1997. As discussed above, Viad began charging its operating
subsidiaries an increased allocation of Corporate expenses in 1998.
Approximately 75 percent of the first quarter decline in corporate
expenses is due to the increased allocation to Viad's segments.
SALE OF TRADE ACCOUNTS RECEIVABLE EXPENSE.
Expenses from the sale of trade accounts receivable in the first
quarter of 1998 were essentially even with those of the 1997 first
quarter, as the level of trade receivables sold was unchanged from
the prior year.
INTEREST EXPENSE.
Interest expense decreased $3.1 million from that of the 1997 first
quarter, due to the repayment of debt from proceeds from the sales
of noncore assets and businesses in 1997. In addition, in late
March 1997, Viad repurchased $58.4 million par value of its 10.5
percent subordinated debentures, resulting in lower interest
expense going forward.
INCOME TAXES.
The effective tax rate in the 1998 first quarter was 30.7 percent,
up from 29.9 percent in the 1997 first quarter, as increases in
tax-exempt income by Viad's payment services subsidiary are slowing
relative to overall income growth.
LIQUIDITY AND CAPITAL RESOURCES:
Viad's total debt at March 31, 1998 was $434.1 million compared
with $410.1 million at December 31, 1997. The debt-to-capital
ratio at March 31, 1998 was 0.44 to 1 compared to 0.43 to 1 at
December 31, 1997.
Fluctuations in the balances of payment service assets and
obligations result from varying levels of sales of money orders and
other payment instruments, the timing of the collections of agents'
receivables and the timing of the presentment of such instruments.
RECENT DEVELOPMENTS:
On April 6, 1998, Viad announced the sale of Aircraft Services
International Group ("ASIG"), which conducted fueling and ground
handling operations. The sale proceeds were used to repay short-
term borrowings. ASIG's operations are included in Viad's Airline
Catering and Services segment. Gain on sale of ASIG, after
deducting costs of sale, related expense provisions and income
taxes, will be recorded in second quarter 1998 results.
On April 6, 1998, Viad announced that it had signed an agreement
and plan of merger with MoneyGram Payment Systems, Inc.
("MoneyGram") pursuant to which Viad would acquire MoneyGram.
MoneyGram is a provider of consumer money wire transfer services,
and the MoneyGram business is intended to be part of Viad's
Travelers Express Company. On April 10, 1998, Viad commenced a
cash tender offer, through the filing of Schedule 14D-1 with the
Securities and Exchange Commission, for all outstanding shares of
MoneyGram at a purchase price of $17 per share. Such offer was
scheduled to expire on May 8, 1998.
At the close of business on May 8, 1998, there were 4,976,441
shares tendered, representing approximately 30.1 percent of the
outstanding MoneyGram shares. The cash tender offer was increased
to $17.35 per share on May 11, 1998, which would result in a total
purchase price of approximately $306 million, including fees and
expenses related to the offer. The revised offer is scheduled to
expire on May 22, 1998. Viad also stated that it will not further
increase its offer price above $17.35 per share. The offer is
subject to the valid tender of a majority of MoneyGram's
outstanding shares.
There were no other material changes in Viad's financial condition
nor were there any substantive changes relative to matters
discussed in the Liquidity and Capital Resources section of
Management's Discussion and Analysis of Results of Operations and
Financial Condition as presented in Viad Corp's Annual Report to
Stockholders for the year ended December 31, 1997.
PART II. OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of stockholders of Viad Corp was held
May 12, 1998.
(b) Not applicable--(i) proxies for the meeting were
solicited pursuant to Regulation 14 under the Securities
Exchange Act of 1934; (ii) there was no solicitation in
opposition to management's nominees as listed in the
proxy statement; and (iii) all such nominees were
elected.
(c) Matters voted upon at the annual meeting for which
proxies were solicited pursuant to Regulation 14 under
the Securities Exchange Act of 1934:
1. The election of Directors as follows:
Jess Hay
---------
Affirmative Vote . . . . . . . . . . . . . . . . . . 76,332,440
Withheld Authority . . . . . . . . . . . . . . . . . . .629,031
Linda Johnson Rice
-------------------
Affirmative Vote . . . . . . . . . . . . . . . . . . 76,339,450
Withheld Authority . . . . . . . . . . . . . . . . . . .622,021
Timothy R. Wallace
-------------------
Affirmative Vote . . . . . . . . . . . . . . . . . . 76,347,636
Withheld Authority . . . . . . . . . . . . . . . . . . .613,835
2. The appointment of Deloitte & Touche LLP to audit
the accounts of Viad and its subsidiaries for the
fiscal year 1998.
Affirmative Vote . . . . . . . . . . . . . . . . . . 76,523,432
Against. . . . . . . . . . . . . . . . . . . . . . . . .179,786
Abstentions. . . . . . . . . . . . . . . . . . . . . . .258,253
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit No. 10 - Employment Agreement
Exhibit No. 27 - Financial Data Schedule
(b) No reports on Form 8-K were filed by the
registrant during the quarter for which this
report is filed. However, a report on Form 8-K
was filed April 10, 1998, reporting under Items 5
and 7 Viad's press release announcement that Viad
had commenced a cash tender offer, through the
filing of Schedule 14D-1 with the Securities and
Exchange Commission, for all outstanding shares of
MoneyGram Payment Systems, Inc. at a purchase
price of $17 per share and, in a separate
announcement, that Viad had sold Aircraft Services
International Group. In addition, a report on
Form 8-K was filed May 13, 1998, reporting under
Items 5 and 7 Viad's press release announcement
that Viad had increased the MoneyGram cash tender
offer to $17.35 per share and had extended the
scheduled expiration date to May 22, 1998. See
Recent Developments.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
VIAD CORP
(Registrant)
May 13, 1998 By /s/ Richard C. Stephan
-------------------------
Richard C. Stephan
Vice President-Controller
(Chief Accounting Officer
and Authorized Officer)