SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
VIAD CORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-1169950
(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER
IDENTIFICATION NUMBER)
VIAD TOWER, PHOENIX, ARIZONA 85077
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the following box: |X|
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box: |_|
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM
RELATES: N/A
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
- --------------------------------------- ---------------------------------------
Preferred Stock Purchase Rights New York Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
(TITLE OF EACH CLASS)
Item 1. Description of Securities To Be Registered.
------------------------------------------
On February 21, 2002, the Board of Directors of our Company, Viad
Corp, a Delaware corporation, declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, par value
$1.50 per share. The dividend is payable on February 28, 2002 to the
stockholders of record on February 28, 2002. These rights will replace rights to
purchase preferred shares that will expire on February 28, 2002.
Our Board has adopted this Rights Agreement to protect stockholders
from coercive or otherwise unfair takeover tactics. In general terms, it works
by imposing a significant penalty upon any person or group which acquires 20% or
more of our outstanding common stock without the approval of our Board. The
Rights Agreement should not interfere with any merger or other business
combination approved by our Board.
For those interested in the specific terms of the Rights Agreement
as made between our Company and Wells Fargo Bank Minnesota, N.A., as the Rights
Agent, on February 28, 2002, we provide the following summary description.
Please note, however, that this description is only a summary, and is not
complete, and should be read together with the entire Rights Agreement, which
has been filed as an exhibit to this Registration Statement on Form 8-A. A copy
of the agreement is available free of charge from our Company.
The Rights. Our Board authorized the issuance of a Right with respect to each
outstanding share of common stock on February 28, 2002. The Rights will
initially trade with, and will be inseparable from, the common stock. The Rights
are evidenced only by certificates that represent shares of common stock. New
Rights will accompany any new shares of common stock we issue after February 28,
2002 until the Distribution Date described below.
Exercise Price. Each Right will allow its holder to purchase from our Company
one one-hundredth of a share of Junior Participating Preferred Stock ("Preferred
Share") for $100, once the Rights become exercisable. This portion of a
Preferred Share will give the stockholder approximately the same dividend,
voting, and liquidation rights as would one share of common stock. Prior to
exercise, the Right does not give its holder any dividend, voting, or
liquidation rights.
Exercisability. The Rights will not be exercisable until
o 10 days after the public announcement that a person or group has become an
"Acquiring Person" by obtaining beneficial ownership of 20% or more of our
outstanding common stock, or, if earlier,
o 10 business days (or a later date determined by our Board before any person
or group becomes an Acquiring Person) after a person or group begins a tender
or exchange offer which, if completed, would result in that person or group
becoming an Acquiring Person.
We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates will also
evidence the Rights, and any transfer of shares of common stock will constitute
a transfer of Rights. After that date, the Rights will separate from the common
stock and be evidenced by book-entry credits or by Rights
-2-
certificates that we will mail to all eligible holders of common stock. Any
Rights held by an Acquiring Person are void and may not be exercised.
Our Board may reduce the threshold at which a person or group
becomes an Acquiring Person from 20% to not less than 10% of the outstanding
common stock.
Consequences of a Person or Group Becoming an Acquiring Person.
o Flip In. If a person or group becomes an Acquiring Person, all holders of
Rights except the Acquiring Person may, for $100, purchase shares of our
common stock with a market value of $200, based on the market price of the
common stock prior to such acquisition.
o Flip Over. If our Company is later acquired in a merger or similar
transaction after the Rights Distribution Date, all holders of Rights except
the Acquiring Person may, for $100, purchase shares of the acquiring
corporation with a market value of $200 based on the market price of the
acquiring corporation's stock, prior to such merger.
Preferred Share Provisions.
Each one one-hundredth of a Preferred Share, if issued:
o will not be redeemable.
o will entitle holders to quarterly dividend payments of $.01 per one-hundredth
of a share, or an amount equal to the dividend paid on one share of common
stock, whichever is greater.
o will entitle holders upon liquidation either to receive $1 per one-hundredth
of a share or an amount per one-hundredth of a share equal to the payment
made on one share of common stock, whichever is greater.
o will have the same voting power as one share of common stock.
o if shares of our common stock are exchanged via merger, consolidation, or a
similar transaction, will entitle holders to a per share payment equal to the
payment made on one share of common stock.
The value of one one-hundredth interest in a Preferred Share should approximate
the value of one share of common stock.
Expiration. The Rights will expire on February 28, 2012.
Redemption. Our Board may redeem the Rights for $.01 per Right at any time
before any person or group becomes an Acquiring Person. If our Board redeems any
Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only
right of the holders of Rights will be to receive the redemption price of $.01
per Right. The redemption price will be adjusted if we have a stock split or
stock dividends of our common stock.
-3-
Exchange. After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of our outstanding common stock, our Board may
extinguish the Rights by exchanging one share of common stock or an equivalent
security for each Right, other than Rights held by the Acquiring Person.
Anti-Dilution Provisions. Our Board may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend, a
stock split, a reclassification of the Preferred Shares or common stock. No
adjustments to the Exercise Price of less than 1% will be made.
Amendments. The terms of the Rights Agreement may be amended by our Board
without the consent of the holders of the Rights. However, our Board may not
amend the Rights Agreement to lower the threshold at which a person or group
becomes an Acquiring Person to below 10% of our outstanding common stock. In
addition, the Board may not cause a person or group to become an Acquiring
Person by lowering this threshold below the percentage interest that such person
or group already owns. After a person or group becomes an Acquiring Person, our
Board may not amend the agreement in a way that adversely affects holders of the
Rights.
The Rights Agreement, dated as of February 28, 2002, between the
Company and Wells Fargo Bank Minnesota, N.A., as Rights Agent, specifying the
terms of the Rights is attached hereto as an exhibit and is incorporated herein
by reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibit.
Item 2. Exhibits.
--------
4.1 Rights Agreement, dated as of February 28, 2002, between Viad
Corp and Wells Fargo Bank Minnesota, N.A., which includes the
form of Right Certificate as Exhibit A and the Summary of
Rights to Purchase Preferred Shares as Exhibit B.
-4-
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 28, 2002
VIAD CORP
By:/s/ SCOTT E. SAYRE
-------------------------------
Name: Scott E. Sayre
Title: Vice President -- General
Counsel and Secretary
-5-
EXHIBIT LIST
4.1 Rights Agreement, dated as of February 28, 2002, between
Viad Corp and Wells Fargo Bank Minnesota, N.A., which includes
the form of Right Certificate as Exhibit A and the Summary of
Rights to Purchase Preferred Shares as Exhibit B.