-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U6E5imCvNfWOPhpG2RdOUzayEJVd98izKqz31QmJhMFE0alfVQprsQP7u/weaO2Y sAqGBbu4ra4dv3RtKc7Ckg== 0000884219-06-000005.txt : 20060105 0000884219-06-000005.hdr.sgml : 20060105 20060105114447 ACCESSION NUMBER: 0000884219-06-000005 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060105 FILED AS OF DATE: 20060105 DATE AS OF CHANGE: 20060105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rabbitt Kevin M CENTRAL INDEX KEY: 0001348551 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11015 FILM NUMBER: 06511214 BUSINESS ADDRESS: BUSINESS PHONE: 702-263-1500 MAIL ADDRESS: STREET 1: GES EXPOSITION SERVICES, INC. STREET 2: 950 GRIER DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89119 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VIAD CORP CENTRAL INDEX KEY: 0000884219 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 361169950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1850 NORTH CENTRAL AVE STREET 2: SUITE 800 CITY: PHOENIX STATE: AZ ZIP: 85004-4545 BUSINESS PHONE: (602) 207-4000 MAIL ADDRESS: STREET 1: 1850 NORTH CENTRAL AVE STREET 2: SUITE 800 CITY: PHOENIX STATE: AZ ZIP: 85004-4545 FORMER COMPANY: FORMER CONFORMED NAME: DIAL CORP /DE/ DATE OF NAME CHANGE: 19930823 FORMER COMPANY: FORMER CONFORMED NAME: NEW DIAL CORP DATE OF NAME CHANGE: 19921106 3 1 f3forrabb.xml PRIMARY DOCUMENT X0202 3 2006-01-05 0 0000884219 VIAD CORP VVI 0001348551 Rabbitt Kevin M GES EXPOSITION SERVICES, INC. 950 GRIER DRIVE LAS VEGAS NV 89119 0 1 0 0 President & CEO GES Exposition Services, Inc. Common Stock 398. D Common Stock 166. D Common Stock 404. D Common Stock 875. D Common Stock 3000. D Common Stock 451.0971 I 401(k) Plan Option-right to buy 19.4212 2004-10-01 2012-10-01 Common Stock 750. D Option-right to buy 19.574 2006-02-20 2013-02-19 Common Stock 1500. D Option-right to buy 24.2168 2009-02-19 2011-02-18 Common Stock 1650. D Performance-based restricted stock awarded February 2003 pursuant to 1997 Viad Corp Omnibus Incentive Plan. Performance-based restricted stock awarded February 2004 pursuant to 1997 Viad Corp Omnibus Incentive Plan. Restricted Stock awarded February 2003 pursuant to 1997 Viad Corp Omnibus Incentive Plan. Restricted Stock awarded February 2005 pursuant to 1997 Viad Corp Omnibus Incentive Plan. The information is current as of this filing date. Granted pursuant to 1997 Viad Corp Omnibus Incentive Plan; 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. Granted pursuant to 1997 Viad Corp Omnibus Incentive Plan, as amended 5-14-2002; 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. 33 1/3% of options are exercisable one year after grant, 33 1/3% are exercisable two years after grant and the remaining balance are exercisable three years after grant. Granted pursuant to 1997 Viad Corp Omnibus Incentive Plan in connection with election as a director of the Corporation. Each seven-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. 20% of options are exercisable one year after grant, 20% are exerciseable two years after grant, 20% after three years, 20% after four years, and the balance any time after five years from the grant date, except that exercisability is accelerated in certain circumstances. Note: Also see attached Exhibit EX-24 power of attorney. Scott E. Sayre, Attorney-in-Fact 2006-01-05 EX-24 2 rabbittpoa2.txt POWER OF ATTORNEY POWER OF ATTORNEY The undersigned hereby appoints Scott E. Sayre, Deborah J. DePaoli and Carol Kotek (General Counsel, Assistant General Counsel and Assistant Secretary, and Assistant Secretary of Viad Corp, respectively), each individually, as the undersigned's true and lawful attorneys-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer of Viad Corp, Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is Viad Corp assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by Viad Corp, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3rd day of January,2006. Signature: /s/ Kevin M. Rabbitt Print Name: Kevin M. Rabbitt Please return by FACSIMILE to 602-207-5602 and by U.S. Mail. -----END PRIVACY-ENHANCED MESSAGE-----