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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MoneyGram Payment Systems, Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 84-1327808
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
7401 W. Mansfield Avenue
Lakewood, Colorado 80235
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(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) check the following box [ ]
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) check the following box [X]
Securities Act registration statement file number to which this form relates
Not Applicable
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered Each class is to be registered
___________________ _______________________________
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
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Title of Class
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Item 1. Description of Registrants Securities to Be Registered.
On May 10, 1998, the Board of Directors of MoneyGram Payment
Systems, Inc. (the "Company") declared a dividend of one common share purchase
right (a "Right") for each outstanding share of common stock, par value $.01 per
share (the "Common Shares"), of the Company. The dividend is effective as of May
20, 1998 (the "Record Date") with respect to the stockholders of record on that
date. The Rights will also attach to new Common Shares issued after the Record
Date. Each Right entitles the registered holder to purchase from the Company one
Common Share of the Company at a price of $50.00 per Common Share (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement dated as of May 10, 1998 (the "Rights Agreement"),
between the Company and BankBoston, N.A. (the "Rights Agent").
DETACHMENT AND TRANSFER OF RIGHTS
Initially, the Rights will be evidenced by the stock
certificates representing Common Shares then outstanding, and no separate Right
Certificates will be distributed. Until the earlier to occur of (i) the tenth
day after a public announcement that a person or group of affiliated or
associated persons, has become an "Acquiring Person" (as such term is defined in
the Rights Agreement) or (ii) 10 business days (or such later date as the Board
may determine) following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer which would result in the beneficial
ownership by an Acquiring Person of 15% or more of the outstanding Common Shares
(the earlier of such dates being called the "Distribution Date") other than
pursuant to the Viad Merger Agreement (as such term is defined below), the
Rights will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate. In general,
an "Acquiring Person" is a person, the affiliates or associates of such person,
or a group, which has acquired beneficial ownership of 15% or more of the
outstanding Common Shares. However, under the terms of the Rights Agreement,
certain parties are exempt from the definition of Acquiring Person including but
not limited to the Company, any Subsidiary (as defined in the Rights Agreement)
and Gotham Partners L.P. ("Gotham"), or any other Person who beneficially owns,
as of the close of business on May 8, 1998, 15% or more of the Common Shares
then outstanding, provided that Gotham or such other Person, as the case may be,
does not become the Beneficial Owner (as defined in the Rights Agreement) of any
additional Common Shares that, in the aggregate, exceed 1% or more of the Common
Shares then outstanding, in which case such Person shall be deemed to be an
Acquiring Person.
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferable with and only with the
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Common Shares. Until the Distribution Date (or earlier redemption or expiration
of the Rights), new Common Share certificates issued after the Record Date upon
transfer or new issuance of Common Shares will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights) the surrender or transfer of any
certificates for Common Shares outstanding as of the Record Date, even without
such notation or a copy of this Summary of Rights being attached thereto, will
also constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
EXERCISABILITY OF RIGHTS
The Rights are not exercisable until the Distribution Date.
The Rights will expire on the earlier of (A) the Effective Time (as such term is
defined in the Merger Agreement dated as of April 4, 1998 among the Company,
Pine Valley Acquisition Corp. and Viad Corp. (the "Viad Merger Agreement") and
(B) May 10, 2008 (the earlier of (A) and (B) being the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below. Until a
right is exercised, the holder thereof, as such, will have no rights as a
stockholder of the Company, including, without limitation, the right to vote or
to receive dividends.
The Purchase Price payable, and the number of Common Shares or
other securities or property issuable or payable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution. The number of
outstanding Rights and the number of Common Shares issuable upon exercise of
each Right are also subject to adjustment in the event of a stock split of the
Common Shares or a stock dividend on the Common Shares payable in Common Shares,
or subdivisions, consolidations or combinations of the Common Shares occurring,
in any such case, prior to the Distribution Date. With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price. No fractional
Common Shares will be issued and in lieu thereof, an adjustment in cash will be
made based on the market price of the Common Shares on the last trading day
prior to the date of exercise.
TRIGGER OF FLIP-IN AND FLIP-OVER RIGHTS
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, proper provision shall be made
so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person or any affiliate or associate thereof (which will thereafter be
void), will thereafter have the right to receive upon exercise that number of
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Common Shares having a market value of two times the exercise price of the
Right. This right will commence on the tenth day after the date of the initial
public announcement that a person has become an Acquiring Person (or the
effective date of a registration statement relating to distribution of the
rights, if later).
In the event that the Company is acquired in a merger or other
business combination transaction (other than pursuant to the Viad Merger
Agreement) or 50% or more of its consolidated assets or earning power are sold
to an Acquiring Person, its affiliates or associates or certain other persons in
which such persons have an interest, proper provision will be made so that each
such holder of a Right will thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, that number of
shares of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price of the
Right.
REDEMPTION AND EXCHANGE OF RIGHTS
At any time prior to the earliest of (i) the close of business
on the tenth day after the first public announcement that a person has become an
Acquiring Person, or (ii) the Final Expiration Date, the Board of Directors of
the Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right (the "Redemption Price"). In general, the redemption of the Rights may
be made effective at such time, on such basis, and with such conditions as the
Board of Directors in its sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
At any time after any Person becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of one Common Share or
such number of Common Shares as will equal (i) the difference between the
aggregate market price of the number of Common Shares to be received and the
Purchase Price divided by (ii) the market price per Common Share upon the date
such Person becomes an Acquiring Person. In lieu of exchanging Rights for Common
Shares, under circumstances set forth in the Rights Agreement, the Company may
exchange the Rights for cash, property or other securities of the Company (or of
a share of a class or series of the Company's common stock having equivalent
designations and the powers, preferences and rights, and the qualifications,
limitations and restrictions) with value equal to such Common Shares.
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AMENDMENT OF RIGHTS
The terms of the Rights generally may be amended by the Board
of Directors of the Company without the consent of the holders of the Rights,
except that from and after such time as the Rights are distributed no such
amendment may adversely affect the interests of the holders of the Rights
(excluding the interest of any Acquiring Person).
The rights of holders of the Common Stock to dividends,
liquidation and voting, and in the event of mergers and consolidations, are
protected by customary antidilution provisions.
The Rights may have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to acquire
the Company on terms not approved by the Company's Board of Directors unless the
offer is conditioned on a substantial number of Rights being acquired. However,
the Rights should not interfere with any merger or other business combination
approved by the Company's Board of Directors because the Rights may be redeemed
by the Company at $.01 per Right at any time on or prior to the tenth day
following the Stock Acquisition Date (subject to extension by the Company's
Board of Directors). Thus, the Rights are intended to encourage persons who may
seek to acquire control of the Company to initiate such an acquisition through
negotiations with the Board of Directors. However, the effect of the Rights may
be to discourage a third party from making a partial tender offer or otherwise
attempting to obtain a substantial equity position in the equity securities of,
or seeking to obtain control of, the Company. To the extent any potential
acquirors are deterred by the Rights, the Rights may have the effect of
preserving incumbent management in office.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the Form of
Right Certificate, is attached hereto as Exhibit 4 and is incorporated herein by
reference. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to such Exhibit 4.
Item 2. Exhibits.
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4. Rights Agreement, dated as of May 10, 1998, between
MoneyGram Payment Systems, Inc. and BankBoston, N.A.
which includes the Form of Right Certificate as
Exhibit A and the Summary of Rights as Exhibit B.
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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, thereto duly authorized.
MoneyGram Payment Systems, Inc.
By /s/ Andrea M. Kenyon
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Andrea M. Kenyon
General Counsel and Secretary
Date: May 11, 1998
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EXHIBIT INDEX
Exhibit Page
No. Description No.
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4 Rights Agreement dated as of May 10, 1998, between 8
MoneyGram Payment Systems, Inc. and BankBoston, N.A., --
which includes the Form of Right Certificate as Exhibit A and the
Summary of Rights as Exhibit B.