-----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, Ajh8sRJzp1r4Lud1N1wydhB8wMzVzrmsbP5OUgv4+GttyW4W7OYmSsmvq9Mjpim9 eKB47T4RG7U3iK3AbSRjzg== 0001157523-03-003461.txt : 20030730 0001157523-03-003461.hdr.sgml : 20030730 20030730101907 ACCESSION NUMBER: 0001157523-03-003461 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030730 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030730 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11015 FILM NUMBER: 03810242 BUSINESS ADDRESS: STREET 1: 1850 N CENTRAL AVE STREET 2: SUITE 0807 CITY: PHOENIX STATE: AZ ZIP: 85077 BUSINESS PHONE: 6022074000 MAIL ADDRESS: STREET 1: 1850 NORTH CENTRAL AVE STREET 2: SUITE 0807 CITY: PHOENIX STATE: AZ ZIP: 85077 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 8-K 1 a4444390.txt VIAD CORP. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 30, 2003 Date of Report (Date of earliest event reported) VIAD CORP (Exact name of registrant as specified in its charter) DELAWARE 001-11015 36-1169950 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) file number) Identification No.) 1850 N. CENTRAL AVE., PHOENIX, ARIZONA 85077 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (602) 207-4000 Item 5. OTHER EVENTS On July 29, 2003, Viad Corp issued a press release announcing that in addition to repaying its existing public debt, it intends to repay all of its outstanding commercial paper and redeem all outstanding $4.75 preferred stock concurrent with the spin-off of the Travelers Express Company. The transaction is subject to all of the conditions previously specified in its July 24th press release announcing Viad's intention to spin-off the Travelers Express Company. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable. (b) Not applicable. (c) Exhibits 99.1 - Press release dated July 29, 2003, issued by Viad Corp. The information in this current report on Form 8-K is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this current report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. VIAD CORP (Registrant) July 30, 2003 By /s/ G. Michael Latta ----------------------- G. Michael Latta Vice President - Controller (Chief Accounting Officer and Authorized Officer) EX-99 3 a4444390_ex991.txt VIAD CORP. EXHIBIT 99.1 Exhibit 99.1 Viad Corp to Tender for All Public Debt, Repay Commercial Paper and Redeem Preferred Stock Concurrent with a Spin-Off of Travelers Express PHOENIX--(BUSINESS WIRE)--July 29, 2003--On July 24, 2003 Viad Corp (NYSE:VVI) announced that its board of directors has authorized management to pursue a separation of the company's Payment Services business, Travelers Express Company, Inc., from the remaining Viad businesses by means of a tax-free spin-off. The transaction is subject to a number of conditions, including those specified in the press release of July 24th. As previously announced, the company affirms that it intends to tender for its existing public debt concurrent with a spin-off of Travelers Express. Today, Viad Corp also announces its intention to repay all of its outstanding commercial paper and redeem all outstanding $4.75 preferred stock concurrent with a spin-off of Travelers Express. The spin-off transaction is not expected to be consummated earlier than the first quarter of 2004, and no assurances can be given that any such transaction will be consummated. Viad is a $1.6 billion revenue S&P MidCap 400 company. Major subsidiaries and divisions include Travelers Express/MoneyGram of Minneapolis, GES Exposition Services of Las Vegas and Exhbitgroup/Giltspur of Chicago. For more information, visit the company's website at www.viad.com. Forward Looking Statements As provided by the safe harbor provision under the "Private Securities Litigation Reform Act of 1995" Viad cautions readers that, in addition to historical information contained herein, this press release includes certain information, assumptions and discussions that may constitute forward-looking statements. These forward-looking statements are not historical facts, but reflect current estimates, projections, or expectations concerning a contemplated transaction. Viad's businesses and the ability to effect any such transaction can be affected by a host of risks and uncertainties. Consummation of the spin-off transaction is conditioned on, among other things, receipt of a satisfactory tax ruling from the Internal Revenue Service, confirmation that the long-term debt of Travelers Express would have an investment grade rating, availability of satisfactory banking and credit arrangements for each of the businesses, and final approval of the board of Viad. Among other things, gains and losses of customers, consumer demand patterns, labor relations, purchasing decisions related to customer demand for convention and event services, existing and new competition, industry alliances, consolidation, interest rates and growth patterns within the industries in which Viad competes and any further deterioration in the economy may individually or in combination impact future results and the ability to effect a transaction. In addition to factors mentioned elsewhere, economic, competitive, governmental, technological, capital marketplace and other factors, including further terrorist activities or war, could affect the forward-looking statements in this press release. Information about Viad Corp obtained from sources other than the company may be out-of-date or incorrect. Please rely only on company press releases, SEC filings and other information provided by the company. CONTACT: Viad Corp, Phoenix Patricia D. Phillips 602-207-1040 (Investor Relations) pphillip@viad.com -----END PRIVACY-ENHANCED MESSAGE-----