1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-9/A
(AMENDMENT NO. 2)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
MONEYGRAM PAYMENT SYSTEMS, INC.
(NAME OF SUBJECT COMPANY)
------------------------
MONEYGRAM PAYMENT SYSTEMS, INC.
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASSES OF SECURITIES)
608910105
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
MONEYGRAM PAYMENT SYSTEMS, INC.
7401 WEST MANSFIELD AVENUE
LAKEWOOD, COLORADO 80235
(303) 716-6800
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF
THE PERSON FILING STATEMENT)
------------------------
WITH A COPY TO:
PETER D. LYONS, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
212-848-4000
================================================================================
2
This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, dated April 10, 1998 as amended on April 17, 1998
(the "Schedule 14D-9"), relating to the offer by Pine Valley Acquisition
Corporation, a Delaware corporation (the "Purchaser") and a wholly owned
subsidiary of Viad Corp (the "Parent"), to purchase all of the issued and
outstanding shares of common stock, par value $.01 per share (the "Common
Stock") of MoneyGram Payment Systems, Inc. (the "Company") at a price of $17.00
per Share, net to the seller in cash.
Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the aforementioned Schedule 14D-9.
2
3
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby amended and supplemented to add the following:
RIGHTS AGREEMENT
On May 10, 1998, the Board of Directors of the Company declared a dividend
of one common share purchase right (a "Right") for each outstanding share of
Common Stock. The dividend is effective as of May 20, 1998 (the "Rights Record
Date") with respect to stockholders of record on that date. The rights will also
attach to new shares of Common Stock issued after the Rights Record Date. Each
Right entitles the registered holder to purchase from the Company one share of
Common Stock at a price of $50.00 per share, subject to adjustment. The Rights
are to be issued under a Rights Agreement (the "Rights Agreement") between the
Company and BankBoston, N.A., as Rights Agent. The foregoing description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement which is attached hereto as Exhibit 15.
Additionally, on May 11, 1998, the Company registered the Rights by filing
with the Commission a Registration Statement on Form 8-A (the "Registration
Statement") under the Securities Exchange Act of 1934, as amended.
Attached hereto as Exhibits 15 and 16, respectively and incorporated herein
by reference are copies of the Rights Agreement and a Press Release issued by
the Company on May 11, 1998.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented to add the following:
Exhibit 15 Rights Agreement dated as of May 10, 1998, between the Company and BankBoston, N.A., as Rights
Agent, including a Form of Right Certificate as Exhibit A and a Summary of Rights as Exhibit B
(incorporated herein, by reference to Exhibit 4 of the Registration Statement on Form 8-A filed with
the Commission on May 11, 1998.)
Exhibit 16 Press Release issued by the Company dated May 11, 1998.
3
4
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
MoneyGram Payment Systems, Inc.
By: /s/ ANDREA M. KENYON
------------------------------------
Name: Andrea M. Kenyon
Title: General Counsel and Secretary
Dated: May 12, 1998
4
5
EXHIBIT INDEX
EXHIBIT NO.
- -----------
Exhibit 1* Agreement and Plan of Merger dated as of April 4, 1998 among
the Parent, the Purchaser and the Company.
Exhibit 2* Letter dated April 10, 1998, from the Chairman of the Board
and Chief Executive Officer to the stockholders of the
Company.
Exhibit 3* Joint Press Release issued by Parent and the Company dated
April 6, 1998.
Exhibit 4* Joint Press Release issued by Parent and the Company dated
April 10, 1998.
Exhibit 5* Opinion of Morgan Stanley dated April 4, 1998 (included as
Annex II to this Statement).*
Exhibit 6* Confidentiality Agreement between Parent and the Company
dated February 11, 1998.
Exhibit 7* 1996 Stock Option Plan of the Company (incorporated herein
by reference to Exhibit 10.7 of the 1997 10-K).
Exhibit 8* 1996 Broad-Based Stock Option Plan (incorporated herein by
reference to Exhibit 10.8 of the 1997 10-K).
Exhibit 9* Executive Retention Plan, dated May 15, 1997, as amended to
date (incorporated by reference to Exhibit 10 of the
Company's Quarterly Report on Form 10Q for the quarter ended
June 30, 1997).
Exhibit 10* Complaint filed in Taam v. Calvano et. al., Court of
Chancery of the State of Delaware in and for New Castle
County, April 9, 1998.
Exhibit 11* Complaint filed in Harbor v. Calvano et. al., Court of
Chancery of the State of Delaware in and for New Castle
County, April 9, 1998.
Exhibit 12* Amended Class Action Complaint filed in Taam Associates Inc.
v. Calvano et. al., C.A. No. 16305-NC and Harbor Finance
Partners v. Calvano et. al., C.A. No. 16306-NC, Court of
Chancery of the State of Delaware and for New Castle County,
April 14, 1998.
Exhibit 13* Motion for Preliminary Injunction filed in Taam Associates
Inc. v. Calvano et. al., C.A. No. 16305-NC and Harbor
Finance Partners v. Calvano et. al., C.A. No. 16306-NC,
Court of Chancery of the State of Delaware and for New
Castle County, April 14, 1998.
Exhibit 14* Motion for Expedited Proceedings filed in Taam Associates
Inc. v. Calvano et. al., C.A. No. 16305-NC and Harbor
Finance Partners v. Calvano et. al., C.A. No. 16306-NC,
Court of Chancery of the State of Delaware and for New
Castle County, April 14, 1998.
Exhibit 15* Rights Agreement dated as of May 10, 1998, between the
Company and BankBoston, N.A., as Rights Agent, including a
Form of Rights Certificate as Exhibit A and a Summary of
Rights as Exhibit B (incorporated herein by reference to
Exhibit 4 of the Registration Statement on Form 8-A filed
with the Commission on May 11, 1998).
Exhibit 16 Press Release issued by the Company dated May 11, 1998.
- ---------------
* Previously filed.
5