-----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, WNX5HZi8Kxqph9YjDbOpGZDSKMbNoVBs7ZWbuO90gIHTV4Dij+JrEAuWKX64Ctts htH9UH9xMNKeK2Btrds3+w== 0001157523-05-010823.txt : 20051215 0001157523-05-010823.hdr.sgml : 20051215 20051215060558 ACCESSION NUMBER: 0001157523-05-010823 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051215 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051215 DATE AS OF CHANGE: 20051215 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: 051265211 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 8-K 1 a5040615.txt VIAD CORP 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 December 15, 2005 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 (Commission (IRS Employer of incorporation) File Number) Identification No.) 1850 North Central Avenue, Suite 800, Phoenix, Arizona 85004-4545 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (602) 207-4000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01 REGULATION FD DISCLOSURE On December 15, 2005, Viad Corp (the "Company") issued a press release announcing the Company's outlook for 2006. A copy of the Company's press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. 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. Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 - Press Release dated December 15, 2005. 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) December 15, 2005 By /s/ G. Michael Latta ------------------------------- G. Michael Latta Vice President - Controller (Chief Accounting Officer and Authorized Signer) Page 2 EX-99.1 2 a5040615ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Viad Corp Provides 2006 Outlook at Investor/Analyst Meeting; Income Per Share of $1.51 to $1.62 Excluding $0.06 Per Share of Stock Option Expense; Earnings Per Share of $1.45 to $1.56 PHOENIX--(BUSINESS WIRE)--Dec. 15, 2005--Viad Corp (NYSE:VVI) today will discuss the company's outlook for 2006 during an investor/analyst meeting. Viad provides the following guidance for 2006: -- Full year income per diluted share (excluding expected stock option expense of $0.06 per share) is expected to be in the range of $1.51 to $1.62 for 2006. Earnings per share is expected to be in the range of $1.45 to $1.56 for 2006. This range compares favorably to the company's 2005 guidance of $1.38 to $1.42 of income before impairment loss per share (which excludes an impairment loss of $0.02 per share). Improvements are expected in all of Viad's operating segments. -- 2006 first quarter income per share (excluding expected stock option expense of $0.02 per share) is expected to be in the range of $0.37 to $0.45. Earnings per share is expected to be in the range of $0.35 to $0.43 for the 2006 first quarter. The decrease from first quarter 2005 income from continuing operations per share of $0.56 is expected to be driven mainly by negative show rotation at GES. -- Show rotation is also expected to impact second and third quarter revenue. During the 2006 second quarter, Viad expects that positive show rotation revenue at GES will more than offset negative show rotation revenue at Exhibitgroup. During the 2006 third quarter, Viad expects positive show rotation revenue at both GES and Exhibitgroup. Rotation at Exhibitgroup relates to a European air show that alternates between the second and third quarters each year. -- For the full year, show rotation is not expected to have a significant impact on Viad's revenue. Conference Call and Webcast The investor/analyst meeting will commence today at 9 a.m. (EST). To join the live conference call, dial (800) 231-9012, meeting code 6609406, or access the webcast through Viad's Web site at www.viad.com. A replay will be available for a limited time. Viad is an S&P SmallCap 600 company. Major subsidiaries include GES Exposition Services of Las Vegas, Exhibitgroup/Giltspur of Chicago, Brewster Transport Company Limited of Banff, Alberta, Canada, and Glacier Park, Inc. of Phoenix. For more information, visit the company's Web site 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 that, in addition to historical information contained herein, this presentation 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 or trends concerning future growth, operating cash flows, availability of short-term borrowings, consumer demand, new business, productivity improvements, ongoing cost reduction efforts, efficiency, competitiveness, legal expenses, tax rates and other tax matters, restructuring plans (including timing and realization of cost savings), and market risk. Actual results could differ materially from those projected in the forward-looking statements. Viad's businesses can be affected by a host of risks and uncertainties. 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, and growth patterns within the industries in which Viad competes and any deterioration in the economy may individually or in combination impact future results. In addition to factors mentioned elsewhere, economic, competitive, governmental, technological, capital marketplace and other factors, including global health concerns, further terrorist activities or war, could affect the forward-looking statements. Additional information concerning business and other risk factors that could cause actual results to materially differ from those in the forward-looking statements can be found in Viad's annual and quarterly reports filed with the Securities and Exchange Commission. CONTACT: Viad Corp, Phoenix Carrie Long, 602-207-2681 (Investor Relations) clong@viad.com -----END PRIVACY-ENHANCED MESSAGE-----