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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(AMENDMENT NO. 3)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
MONEYGRAM PAYMENT SYSTEMS, INC.
(NAME OF SUBJECT COMPANY)
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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)
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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)
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WITH A COPY TO:
PETER D. LYONS, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
212-848-4000
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This Amendment No. 3 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, dated April 10, 1998, as amended (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.
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ITEM 2. TENDER OFFER OF THE BIDDER
Item 2 is hereby amended and supplemented to add the following:
On May 11, 1998, Parent issued a press release announcing an increase in
the Offer price from $17.00 to $17.35 per Share, net to the seller in cash, and
that the Offer has been extended to 6:00 p.m., New York City time, on Friday May
22, 1998 (as so revised, the "Offer"). A copy of the press release is attached
as Exhibit 17 to this Amendment No. 3 and is incorporated herein by reference in
its entirety.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4 is hereby amended and supplemented to add the following:
(A) RECOMMENDATION OF THE BOARD OF DIRECTORS
At a special meeting held on May 12, 1998, the Board unanimously voted to
approve the Offer and determined that the Offer is fair to and in the best
interests of the stockholders of the Company.
THE BOARD UNANIMOUSLY RECOMMENDS ACCEPTANCE OF THE OFFER BY THE
STOCKHOLDERS OF THE COMPANY.
A press release issued by the Company on May 13, 1998 communicates such
approval and recommendation and is filed as Exhibit 18 to this Amendment No. 3
and is incorporated herein by reference in its entirety.
(B) BACKGROUND OF THE MERGER AND THE OFFER; REASONS FOR THE RECOMMENDATION
Background of the Merger and the Offer. On May 11, 1998, Purchaser amended
the Offer by filing an amendment ("Amendment No. 4") to the Tender Offer
Statement on Schedule 14D-1 which was originally filed on April 10, 1998.
Amendment No. 4 reflects the increase in the Offer price from $17.00 to $17.35
and the extension of the Offer to 6:00 p.m., New York City time, on Friday May
22, 1998. The amendment was publicly announced through a press release issued by
the Parent on May 12, 1998. That same day, Parent mailed a supplement to the
Offer to Purchase to all shareholders of record on the Record Date.
Also on May 12, 1998, the Board held a special meeting to review, with
advice and assistance of the Company's financial and legal advisors, the Offer.
All members of the Board participated either in person or by telephone. At such
meeting, Morgan Stanley provided both an oral and a written opinion that, as of
such date and based upon and subject to the matters discussed with the Board and
contained in such written opinion, the cash consideration to be received by the
holders of the Shares in the Offer and the Merger was fair from a financial
point of view to such holders. Shearman & Sterling reviewed the Board's
fiduciary duties to shareholders and the principal terms of the Offer and the
Merger. The Board then unanimously determined that the Offer is fair to and in
the Best interests of the Company's stockholders, and approved the Offer and
recommended that the Company's stockholders accept the Offer and tender their
Shares pursuant to the Offer.
On May 13, 1998, the Company issued a press release communicating such
approval and recommendation which, as mentioned above, is filed as Exhibit 17 to
this Amendment No. 3.
Reasons for the Board's Recommendation. In addition to the considerations
described in the Schedule 14D-9, in recommending that the shareholders accept
the Offer as revised and tender their shares pursuant to the Offer, the Board
considered a number of factors, including, but not limited to the following:
(ix) the fact that the $17.35 per Share to be paid in the Offer and as
consideration in the Merger represents a premium of approximately 11.49% over
the $15.5625 closing sale price for the Shares on the NYSE on April 3, 1998, the
last trading day prior to the public announcement of the execution of the Merger
Agreement, a premium of approximately 37.43% over the $12.625 closing sale price
for the Shares on the NYSE one month prior to April 6, 1998 and a premium of
approximately 27.89% over the average closing price for the Shares on the NYSE
in the 12 months prior to April 6, 1998; and
(x) the analysis conducted by Morgan Stanley, the oral and written
presentations by Morgan Stanley at the May 12, 1998 Board meeting and the
written opinion of Morgan Stanley delivered to the Board at such meeting, that,
as of such date, and subject to the assumptions made, matters considered and
limitations set forth in such opinion, the $17.35 consideration to be received
by the holders of Common Stock in the Offer and the Merger is fair from a
financial point of view to such stockholders. A copy of the Morgan Stanley
Opinion is attached as Exhibit 19 to this Amendment No. 3, and is incorporated
herein by reference in its entirety.
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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
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Name: Andrea M. Kenyon
Title: General Counsel and Secretary
Dated: May 13, 1998
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EXHIBIT INDEX
EXHIBIT NO.
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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.
Exhibit 17 Press Release issued by Parent dated May 12, 1998.
Exhibit 18 Press Release issued by the Company dated May 13, 1998.
Exhibit 19 Opinion of Morgan Stanley dated May 12, 1998.
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* Previously filed.
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