5 1 e12dyks5.txt PAUL DYKSTRA 12/31/2002 FORM 5 U.S. SECURITIES AND EXCHANGE COMMISSION STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP ( ) Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instructions 1(b).
1. Name and Address of Reporting 2. Issuer Name and 3. IRS or Social 4. Statement 5. If Amendment, Person Ticker or Trading Security for Date of Symbol Number of Month/Year Original Reporting Person (Month/Year) (Voluntary) Dykstra, Paul B. Viad Corp 12-2002 GES Exposition Services, Inc. VVI 950 Grier Drive Las Vegas, Nevada 89119 6. Relationship of Reporting Person to Issuer (Check all applicable) _Director _10% Owner _Officer (give title below) _Other (specify below) X President & CEO, GES Exposition Services 7. Individual or Joint/Group Reporting [X] Form Filed by One Reporting Person [ ] Form Filed by More than One Reporting Person Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially owned 1. Title of 2. Trans- 3. Trans- 4. Securities aquired (A) 5. Amount of 6. Owner- 7. Nature of Indirect Security action action or Disposed of (D) Securities Ship Beneficial Ownership (Instr. 3) Date Code (Instr. 3, 4 and 5) Beneficially Form: (Instr. 4) (Instr. Owned at Direct (Month/ 8) (A) End of Month (D) or Day/ or (Instr. 3 Indirect Year) Code V Amount (D) Price and 4) (I) Common Stock 03-26-2002 A 7,500 A D (a) (a) Common Stock 03-26-2002 A 13,800 A 56,769 D (b) (b) Common Stock 131.462 A 4,815.344 I 401k Plan (c) Table II - Derivative Securities Acquired, Disposed of, or Beneficially owned (e.g., puts, calls, warrants, options, convertable securities) 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Title of Con- Trans- Trans- Number of Date exer- Title and Amount Price Number Owner- Nature Derivative version action action Derivative cisable and of Underlying of of Ship of Security or Date Code Securities Expiration Securities Deriv- Deriv- Form Indirect (Instr. 3) Exercise (Instr. Acquired (A) Date (Instr. 3 and 4) ative ative of Bene- Price of 8) or Disposed (Month/ Secu- Secu- Deriv- ficial Deriv- of (D) Day/Year) rity rities ative Owner- ative (Instr. 3, (Instr. Bene- Secu- ship Security 4 and 5) 5) fically rity: (Instr. Owned Direct 4) at end (D) or ( Amount of Indi- Month/ C Date Expi- or Month rect Day/ O Exer- ra- Number (Instr. (I) Year D cis- tion of 4) (Instr. ) E V (A) (D) able Date Title Shares 4) Option-right to buy $27.315 03-26 A 27,400 03-26 Common Stock 27,400 27,400 D -2002 -2012 (d) (d) Performance Units 02-21 J 2,110 Common Stock None D -2002 (e) (e) (e) (e)
Explanation of responses: a. Restricted stock awarded pursuant to 1997 Viad Corp Omnibus Incentive Plan. b. Performance-driven restricted stock awarded pursuant to 1997 Viad Corp Omnibus Incentive Plan. c. The information reported is as of December 31, 2002. d. Granted pursuant to 1997 Viad Corp Omnibus Incentive Plan, as amended 2-15-2001; each ten-year option contains the right to surrender the option for cash, which right is only exercisable during certain tender offers. The Corporation may permit a participant exercising an option to surrender already owned stock in payment of exercise price, and to surrender stock, to which participant is entitled as a result of such exercise, to satisfy a tax withholding requirement. 50% of options are exercisable one year after grant and 100% exercisable two years after grant, except that exercisability is accelerated in certain circumstances. e. Settlement of Performance Units granted February 1999 pursuant to Viad Corp Performance Units Incentive Plan; units awarded with respect to performance period ending 12-31-2001 and payment of award based on achievement of financial measures and performance of common stock. Signature of Reporting Person: /s/Carol Kotek, Attorney-in-Fact -------------------------------------------------- Carol Kotek, Attorney-in-Fact