-----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, VVj8oqu2QOgyTXKTnkbvPGpeIgIgExKpRmEOorgfdWQvcMVy3HAufoP+HOHuOiQ4 Ks6jLqnGMaPue3GHunes4g== 0001157523-06-003160.txt : 20060331 0001157523-06-003160.hdr.sgml : 20060331 20060331091316 ACCESSION NUMBER: 0001157523-06-003160 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060331 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060331 DATE AS OF CHANGE: 20060331 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: 06725465 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 a5114187.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 March 31, 2006 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 Not Applicable (Former name or former address, if changed since last report) 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 8.01 OTHER EVENTS On March 31, 2006, Viad Corp (the "Company") issued a press release announcing that Kimbra A. Fracalossi has resigned as President and Chief Executive Officer of its Exhibitgroup/Giltspur division to pursue other interests. Ms. Fracalossi has agreed to continue working with the Company in a consulting role to ensure a smooth transition to new leadership for Exhibitgroup/Giltspur. Until a new President and Chief Executive Officer of Exhibitgroup/Giltspur is named, the senior management team of Exhibitgroup/Giltspur will report to Paul B. Dykstra, Chief Operating Officer of the Company. A copy of the Company's press release is furnished herewith as Exhibit 99 and is incorporated by reference herein. Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99 - Press Release dated March 31, 2006. 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) March 31, 2006 By /s/ G. Michael Latta -------------------- G. Michael Latta Vice President - Controller (Chief Accounting Officer and Authorized Signer) EX-99 2 a5114187ex99.txt VIAD CORP EXHIBIT 99 Exhibit 99 Viad Corp Announces Resignation of Kimbra A. Fracalossi, President and CEO of Its Exhibitgroup/Giltspur Division PHOENIX--(BUSINESS WIRE)--March 31, 2006--Viad Corp (NYSE:VVI) today announced that Kim Fracalossi has resigned as president and chief executive officer of its Exhibitgroup/Giltspur division to pursue other interests. Fracalossi has agreed to continue working with the company in a consulting role to ensure a smooth transition to new leadership for Exhibitgroup. Until a new president and chief executive officer of Exhibitgroup is named, the senior management team of Exhibitgroup will report to Paul B. Dykstra, chief operating officer of Viad Corp. "I went to Exhibitgroup/Giltspur to turn the business around and this has been accomplished," said Fracalossi. "Exhibitgroup/Giltspur's improved performance in the back half of 2005 reinforces my belief that the company now has the infrastructure in place to profitably grow the business while maintaining its strong cost discipline." Robert H. Bohannon, chairman, president and chief executive officer of Viad said, "When Kim assumed the role of president and CEO of Exhibitgroup in June 2002, she was charged with leading a major business restructuring effort. Kim has done a terrific job of rationalizing the cost structure and improving the processes of Exhibitgroup to transform it into a much stronger and more efficient organization. We thank Kim for her leadership during a very important and challenging phase at Exhibitgroup and wish her well in her future endeavors." Dykstra added, "Kim has certainly been instrumental in repositioning Exhibitgroup for success. The company now has an efficient infrastructure, great processes and a strong management team. The company has tremendous potential. I look forward to working more closely with the Exhibitgroup team to ensure a smooth and successful transition to new leadership and to ensure that we reach our potential." Viad is an S&P SmallCap 600 company. Major subsidiaries include GES Exposition Services, Inc. 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-----