As filed with the Securities and Exchange Commission on August 14, 1997
Registration No. 333-
======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
THE DIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 51-0374887
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
15501 North Dial Boulevard
Scottsdale, AZ 85260-1619
(602) 754-3425
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Malcolm Jozoff
Chairman of the Board of Directors, President and
Chief Executive Officer
THE DIAL CORPORATION
15501 North Dial Boulevard
Scottsdale, AZ 85260-1619
(602) 754-3425
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
Copies of all communications, including communications
sent to agent for service, should be sent to:
Stuart H. Gelfond, Esq. Jane E. Owens
Fried, Frank, Harris, Shriver & Jacobson Senior Vice President
One New York Plaza and General Counsel
New York, New York 10004-1980 The Dial Corporation
(212) 859-8000 15501 North Dial Boulevard
Scottsdale, AZ 85260-1619
(602) 754-3425
-------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective
depending upon market conditions and other factors.
-------------------------
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, as amended (the "Securities Act"), check
the following box. [x]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
-------------------------
CALCULATION OF REGISTRATION FEE
======================================================================
Title of Each Class of Proposed Maximum Amount of
Securities to be Registered Aggregate Offering Price (1) Registration Fee (2)
- ----------------------------------------------------------------------
Common Stock, par value
$.01 per share (3) $115,000,000 $34,849
======================================================================
(1) Estimated solely for purposes of calculating the registration fee.
(2) Calculated pursuant to Rule 457(o) under the Securities Act.
(3) Including associated preferred share purchase rights which
will be issued for no additional consideration.
-------------------------
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant
to said section 8(a), may determine.
======================================================================
[RED HERRING]Information contained herein is subject to completion or
amendment. A registration statement relating to these securities has
been filed with the Securities and Exchange Commission. These
securities may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective. This Prospectus
shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
State.
SUBJECT TO COMPLETION, DATED AUGUST 14, 1997
PROSPECTUS
[LOGO/The Dial Corporation]
Common Stock
---------------
The Dial Corporation (the "Company" or "Dial") may from time to
time offer shares of its common stock, par value $.01 per share (the
"Common Stock").
The Common Stock is listed on the New York Stock Exchange (the
"NYSE") under the symbol "DL". On August 13, 1997, the last reported
sale price of the Common Stock on the NYSE was $16 9/16.
See "Risk Factors," beginning on page 5, for a discussion of
certain factors which should be considered by prospective purchasers
of the Common Stock offered hereby.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Company may sell the Common Stock to or through underwriters,
through dealers or agents, directly to purchasers or through a
combination of such methods. See "Plan of Distribution." The
accompanying Prospectus Supplement sets forth the names of any
underwriters, dealers or agents, if any, involved in the sale of the
Common Stock in respect of which this Prospectus is being delivered
and any applicable fee, commission or discount arrangements with them.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF
SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
The date of this Prospectus is , 1997.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (together with
any amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with
respect to the shares of Common Stock being offered hereby. This
Prospectus, which forms part of the Registration Statement, and the
accompanying Prospectus Supplement do not contain all of the
information set forth in the Registration Statement and the exhibits
and schedules thereto, to which reference is hereby made. Statements
made in this Prospectus and the accompanying Prospectus Supplement as
to the contents of any contract, agreement or other document referred
to are not necessarily complete. With respect to each such contract,
agreement or other document filed as an exhibit to the Registration
Statement or to a document incorporated by reference herein, reference
is made to such exhibit or document for a more complete description of
the matter involved, and each such statement shall be deemed qualified
in its entirety by such reference. For further information with
respect to the Company and the Common Stock offered hereby, reference
is hereby made to the Registration Statement and to the exhibits and
schedules thereto.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
in accordance therewith, files reports, proxy statements and other
information with the Commission. The Registration Statement, the
exhibits and schedules forming a part thereof, the reports, proxy
statements and other information filed by the Company with the
Commission in accordance with the Exchange Act may be inspected and
copied at the public reference facilities maintained by the Commission
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and will also be available for inspection and copying at
the regional offices of the Commission located at 7 World Trade
Center, New York, New York 10048 and at 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such material may also
be obtained from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Such materials may also be obtained through the
Commission's Internet address at "http://www.sec.gov." The Common
Stock is listed on the NYSE, and the Registration Statement and such
reports, proxy statements and certain other information can also be
inspected at the offices of the NYSE, 20 Broad Street, New York, New
York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company under the
Exchange Act with the Commission are incorporated herein by reference:
the Company's Annual Report on Form 10-K for the fiscal year ended
December 28, 1996, Quarterly Report on Form 10-Q for the fiscal
quarter ended March 29, 1997 and Quarterly Report on Form 10-Q for the
fiscal quarter ended June 28, 1997.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of the initial
filing of the Registration Statement but prior to the consummation of
the offering of the Common Stock shall be deemed to be incorporated in
this Prospectus by reference and to be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus or
any Prospectus Supplement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of
this Prospectus or any Prospectus Supplement.
The Company will provide without charge to each person, including
any beneficial owner, to whom a Prospectus and any Prospectus
Supplement is delivered, upon written or oral request by such person,
a copy of any or all of the documents incorporated herein by reference
(other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the document that this
Prospectus or any Prospectus Supplement incorporates by reference).
Requests should be directed to The Dial Corporation, Attention: Lowell
L. Robertson, 15501 North Dial Boulevard, Scottsdale, Arizona
85260-1619, telephone number (602) 754-3425.
Prior to August 15, 1996, the business of the Company was
operated as the consumer products business (the "Consumer Products
Business") of Viad Corp (then known as The Dial Corp) ("Former
Parent"). On August 15, 1996, Former Parent distributed to its
stockholders all of the Company's then outstanding common stock (the
"Distribution") causing the Company to become a separate
publicly-traded company. Unless otherwise indicated, (i) all
references in this Prospectus to the "Company" or "Dial" for periods
prior to the Distribution refer to the Consumer Products Business of
Former Parent and for periods following the Distribution refer to the
Company and its consolidated subsidiaries, (ii) all financial
information contained in this Prospectus has been prepared as if the
Company had always been a separate operating company, (iii) the
industry data contained herein are derived from publicly available
industry trade journals and reports, including, with respect to market
rank and market share, reports published by Information Resources,
Inc., and other publicly available sources which the Company has not
independently verified but which the Company believes to be reliable,
and (iv) references to years and periods are to fiscal years and
periods and, with respect to comparative industry data, years are
calendar years. Unless otherwise noted, all market share data as of
any particular date are as of the 52 weeks then ended and are based on
sales in the U.S. market, which with respect to soap products is
measured by ounces sold, with respect to detergent products is
measured by standard cases sold and with respect to air fresheners and
canned meats is measured by units sold.
This Prospectus contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. When used in this Prospectus, the words "anticipates,"
"intends," "plans," "believes," "estimates" and similar expressions
are intended to identify forward-looking statements. Such statements,
including, but not limited to, the Company's statements regarding
potential international expansion, the estimated benefits of the
Company's cost-cutting program and potential product introductions,
are based on management's beliefs as well as on assumptions made by
and information currently available to management and involve certain
risks and uncertainties, certain of which are beyond the Company's
control. The Company's actual results and stockholder values could
differ materially from those expressed in any forward-looking
statements made by or on behalf of the Company. In light of these
risks and uncertainties, there can be no assurance that the
forward-looking information contained in this Prospectus will in fact
transpire. See "Risk Factors."
THE COMPANY
Dial is a leading consumer products company with net sales of
approximately $1.4 billion and operating income before restructuring
charges and asset write-downs of approximately $125 million in 1996.
The Company markets its products primarily under such well-known
household brand names as Dial[REGISTERED TRADEMARK] soaps,
Purex[REGISTERED TRADEMARK] detergents, Renuzit[REGISTERED TRADEMARK]
air fresheners and Armour[REGISTERED TRADEMARK] canned meats.
The Company was incorporated in the State of Delaware on June 3,
1996. The Company's corporate headquarters and principal executive
offices are located at 15501 North Dial Boulevard, Scottsdale, Arizona
85260-1619, telephone number (602) 754-3425.
THE DISTRIBUTION
In August 1996, Former Parent spun-off its Consumer Products
Business by distributing to Former Parent's stockholders all of the
Company's then outstanding common stock. Former Parent effected the
Distribution to enhance the profitable growth prospects of both the
Consumer Products Business and Former Parent's services businesses,
which businesses Former Parent continues to operate today. Former
Parent believed that the Distribution would enable the Consumer
Products Business to adopt strategies and pursue objectives that were
more appropriate to its industry and operations and place it in a
better position to raise capital and make acquisitions necessary for
continued growth.
Any offering of Common Stock effected by the Company pursuant to
the Registration Statement will be done to preserve the status of the
tax ruling received by Former Parent and the Company from the Internal
Revenue Service ("IRS") in connection with the Distribution. This
ruling was issued on the basis of certain representations made by
Former Parent and the Company, including a representation that the
Company would issue at least $100 million in additional equity
securities by the first anniversary of the Distribution (August 15,
1997). See "The Distribution and Certain Related Transactions --
Material Federal Income Tax Consequences of the Distribution." The IRS
has granted the Company's petition to extend the deadline for the
issuance of such equity securities to December 31, 1997. The Company
intends to proceed with an offering of Common Stock at such time or
times it determines to be most beneficial to the Company prior to
December 31, 1997.
RISK FACTORS
In addition to the other information in this Prospectus and the
accompanying Prospectus Supplement, the following factors should be
considered carefully before investing in the Common Stock offered
hereby.
INTENSE COMPETITION IN THE CONSUMER PRODUCTS INDUSTRY
The consumer products industry, particularly its detergent,
personal care and air freshener categories, is intensely competitive.
Among the Company's most significant competitors are larger companies,
including The Procter & Gamble Company, Lever Brothers Co., a division
of Unilever plc, and Colgate-Palmolive Company, which companies may
have substantially greater resources than the Company and may be
willing to commit significant resources to protecting their own market
shares or to capturing market share from the Company. As a result, the
Company may need to incur greater costs for trade and consumer
promotions and advertising to preserve or improve market share and to
introduce and establish new products and line extensions. At the same
time, the Company may need to undertake additional production-related
cost-cutting measures to enable it to respond to competitors' price
cuts and marketing efforts without reducing the Company's margins.
There can be no assurance that the Company will be able to make such
additional expenditures or implement such cost-cutting measures or
that if made or implemented they will be effective.
CONSUMER PRICING PRESSURES
Consumer products, particularly those that are value-priced, are
subject to significant price competition. In April 1996, the Company
undertook a pricing initiative to lower the everyday list price point
of its Purex detergent products by approximately 15%. Although this
initiative helped result in an 8% increase in unit volume sales of such
products in 1996 compared to 1995, there can be no assurance that such
volume growth will be maintained or that such growth will be
sufficient to offset lower revenues resulting from such price
reduction. For the six months ended June 28, 1997, Purex unit volume
sales were 3% lower than unit volume sales during the six months ended
June 29, 1996. There can be no assurance that the Company will not be
forced to engage in further price-cutting initiatives for these or
other products to respond to competitive and consumer pressures. The
failure of the Company's sales volumes to grow sufficiently to improve
overall revenues and income as a result of a competitive price
reduction could have a material adverse effect on the financial
performance of the Company.
TRADE CUSTOMER PRICING PRESSURES; COMPETITIVE RETAIL ENVIRONMENT
The Company faces pricing pressure from its trade customers.
Because of the competitive retail environment, retailers have
increasingly sought to reduce inventory levels and obtain pricing
concessions from vendors. In addition, because consumer products
companies, including the Company, have historically offered
end-of-quarter discounts to achieve quarterly sales goals, trade
customers have been inclined to delay inventory restocking until
quarter-end. Over the past year, the Company has reduced
end-of-quarter discounts to retailers and, effective July 1, 1997, has
changed its sales incentive structure to emphasize not only quarterly
revenue targets but also trade spending management and other
personal performance targets. The Company does not believe the
reduction in discounts has had or will have an adverse effect on sales
although there can be no assurance in that regard. The Company is also
subject to the risk that high-volume customers could seek alternative
pricing concessions or better trade terms. The Company's performance
is also dependent upon the general health of the retail environment
and could be materially adversely affected by changes therein and by
the financial difficulties of retailers.
DEPENDENCE ON KEY CUSTOMERS
Wal-Mart Stores Inc. (and its affiliate, SAM'S Club)
("Wal-Mart"), the Company's largest customer accounted for
approximately 17% of the Company's net sales for the six months ended
June 28, 1997. The Company's top ten customers accounted for
approximately 34% of net sales for the six months ended June 28, 1997.
The Company believes that this concentration of its domestic sales may
continue to increase over time. The loss of, or a substantial decrease
in the volume of purchases by, Wal-Mart or any of the Company's other
top customers could have a material adverse effect on the Company's
results of operations.
PRICE VOLATILITY OF RAW MATERIALS; SINGLE SOURCE SUPPLIER
While the Company believes that it may in certain circumstances
be able to respond to price increases for certain raw materials by
increasing sales prices, rapid increases in the prices of such raw
materials could have a short-term material adverse impact on financial
results. For example, tallow (a key ingredient in Dial bar soaps) has
experienced price fluctuations within the range of $0.17 and $0.28 per
pound from January 1, 1995 to June 28, 1997. Recently, the price of
tallow has been at the lower end of its two-year price range. Since
several competitors use considerably less tallow in their bar soap
products, the Company may not be able to increase the prices of its
Dial bar soaps in response to fluctuations in tallow prices. In
addition, the antibacterial agent, Triclosan, which is the active
ingredient used in Liquid Dial products, is sourced from a single
supplier. Although the Company has an adequate supply of Triclosan for
its current and foreseeable needs, a disruption in this supply could
have a short-term material adverse impact on the Company's financial
results. Although the Company seeks to enter into contracts to provide
up to six-month supplies of tallow, Triclosan and packaging materials,
long-term hedging opportunities against price increases for these
items are generally not available.
DEPENDENCE ON DOMESTIC MARKETS; RISKS ASSOCIATED
WITH INTERNATIONAL EXPANSION
While a number of the Company's competitors have diversified
their revenues to include a strong international component, the
Company is currently dependent primarily on revenues generated by
customers in the U.S. markets (approximately 94% of sales for the six
months ended June 28, 1997). With respect to a number of the Company's
most significant product categories, including detergents and bar
soaps, the U.S. markets are mature and characterized by high household
penetration. The Company's unit sales growth in these domestic markets
will depend on increasing usage by consumers and in capturing market
share from competitors. There can be no assurance that the Company
will succeed in implementing its strategies to achieve such domestic
growth.
To reduce its dependence on domestic revenues, the Company has
adopted a strategy to further penetrate international markets. In
implementing this strategy, the Company faces barriers to entry and
the risk of competition from local and other companies that already
have established global businesses, risks generally associated with
conducting business internationally, including exposure to currency
fluctuations, limitations on foreign investment, import/export
controls, nationalization, unstable governments and legal systems and
the additional expense and risks inherent in operating in
geographically and culturally diverse locations. Because the Company
plans to develop its international business through acquisitions as
well as joint ventures, co-packaging arrangements and/or other
alliances, the Company may also be subject to risks associated with
such acquisitions, ventures, arrangements and alliances, including
those relating to the marriage of different corporate cultures and
shared decision-making. In addition, since the Company's current
international distribution capabilities are extremely limited, the
Company will also need to acquire a distribution network or enter into
alliances with existing distributors before it can effectively conduct
operations in new markets. There can be no assurance that the Company
will succeed in increasing its international business in a profitable
manner, and a failure to expand this business may have a material
adverse effect on the Company's future growth.
The Company has a significant number of registered foreign
trademarks as well as pending foreign trademark applications. There
can be no assurance that the Company will successfully register any
foreign trademarks for which applications are currently pending or
that such trademarks, once registered, together with any existing
registered foreign trademarks, will be protected in the foreign
markets in which they are used.
ADVERSE PUBLICITY
Certain news broadcasts by major U.S. television networks have
focused on the use of antibacterial agents to kill germs on various
surfaces. Triclosan, the active ingredient in Liquid Dial, has also
been a focus of these broadcasts. Although none of the broadcasts
disputed that Triclosan kills germs on the skin, some third party
experts did question whether it provides any additional protection
beyond that provided by non-antibacterial soap products. Although the
Company has test results that it believes prove that Triclosan
provides consumers with additional protection in limiting exposure
to bacteria-related diseases, there can be no assurance that the
adverse publicity stemming from these broadcasts will not adversely
affect the Company's sales of its antibacterial soap products and
its results of operations.
Because the Company shares the use of the Armour trademark for
food products with ConAgra Inc., the manufacturer of Armour-branded
non-canned meat products, the Company faces the risk that consumer
preferences and perceptions with respect to any of the Company's
Armour products may be influenced by adverse publicity affecting any
of the Armour-branded products of ConAgra, Inc.
DEPENDENCE ON KEY PERSONNEL
The operation of the Company requires managerial and operational
expertise. Of the Company's key personnel, only the Chief Executive
Officer has an employment contract with the Company. There can be no
assurance that any of the Company's key employees will remain in the
Company's employ. The loss of such key personnel could have a material
adverse effect on the Company's operations.
TURNOVER; EMPLOYEE RELATIONS
Primarily as a result of the restructring of its business, the
Company discharged approximately 950 salaried and non-salaried
employees during 1995 and 1996. In addition, the Company
experienced aggregate voluntary turnover of salaried employees
of approximately 16% in 1996 and approximatley 18% (on an
annualized basis) during the first six months of 1997. Although
the Company believes that it presently has sufficient staffing,
there can be no assurance that the Company would not be materially
adversely affected by any future significant voluntary turnover of
salaried or other employees.
Five of the Company's seven plants are unionized. Although no
collective bargaining agreements are due to expire in 1997, the
Company's contract with the International Brotherhood of Teamsters
covering approximately 350 employees at the Company's St. Louis,
Missouri plant is scheduled for renegotiation in July 1998, its
contract with the Oil, Chemical and Atomic Workers union covering
approximately 100 employees at the Company's Bristol, Pennsylvania
plant is scheduled for renegotiation in May 1999, its contract with
the United Food and Commercial Workers union covering approximately
475 employees at the Company's Aurora, Illinois plant is scheduled for
renegotiation in August 1999 and its contract with the United Food and
Commercial Workers union covering approximately 500 employees at the
Company's Fort Madison, Iowa plant is scheduled for renegotiation in
September 1999. In 1993, the Company's St. Louis, Missouri plant
experienced a five-week work stoppage. Although the Company believes
that its relations with the employees at this plant and other plants
are satisfactory, there can be no assurance that the Company will not
face similar labor disputes in the future or that such disputes will
not be material to the Company.
ENVIRONMENTAL MATTERS
The Company is subject to a variety of environmental and health
and safety laws in each jurisdiction in which it operates. These laws
and regulations pertain to the Company's present and past operations.
Since 1980, the Company has received notices or requests for
information with respect to 27 sites that have been deemed "Superfund"
sites under the federal Comprehensive Environmental Response,
Compensation and Liability Act, five of which are currently active, 14
of which are inactive, and eight of which have been settled. The
Company is also engaged in investigatory and remedial activities with
respect to four closed plants previously operated by Former Parent. As
of June 28, 1997, the Company had accrued in its financial statements
approximately $13 million in reserves for expenses related to
Superfund sites and the clean-up of closed plant sites, which reserves
it believes are adequate.
The Company does not anticipate that the costs to comply with
such laws and regulations or the costs related to Superfund and the
clean-up of closed plant sites will have any material adverse effect
on the Company's capital expenditures, earnings or competitive
position; however, there can be no assurance that other developments,
such as the emergence of unforeseen claims or liabilities or the
imposition of increasingly stringent laws, regulations and enforcement
policies will not result in material costs in the future.
PROVISIONS WITH POTENTIAL ANTI-TAKEOVER EFFECT
The Company's Restated Certificate of Incorporation (the
"Certificate of Incorporation"), bylaws (the "Bylaws") and Rights
Agreement (as defined herein) contain certain provisions that may
delay, defer or prevent a change in control of the Company, may
discourage bids for the Common Stock at a premium over its market
price and may materially adversely affect the market price of the
Common Stock. See "Description of Capital Stock -- Certain
Anti-Takeover Effects of Certain Provisions of Certificate of
Incorporation, Bylaws, Rights and Delaware Law."
USE OF PROCEEDS
The Company intends to use the net proceeds of the sale of the
Common Stock for general corporate purposes, including to repay
indebtedness of the Company, and for acquisitions.
THE DISTRIBUTION AND CERTAIN RELATED TRANSACTIONS
GENERAL
In August 1996, Former Parent spun-off its Consumer Products
Business by distributing to Former Parent's stockholders all of the
Company's then outstanding common stock. Former Parent effected the
Distribution to enhance the profitable growth prospects of both the
Consumer Products Business and Former Parent's services businesses,
which businesses Former Parent continues to operate today. Former
Parent effected the Distribution to enable the Consumer Products
Business to adopt strategies and pursue objectives that were more
appropriate to its industry and operations and to place it in a better
position to raise capital and make acquisitions necessary for
continued growth.
GOVERNING AGREEMENTS
In connection with the Distribution, Former Parent and the
Company entered into various agreements, including a distribution
agreement (the "Distribution Agreement"), an interim services
agreement (the "Interim Services Agreement"), a letter of
understanding on trademarks (the "Letter of Understanding on
Trademarks") and a tax sharing agreement (the "Tax Sharing
Agreement"). The Distribution Agreement governed the terms of the
transfer of the assets and personnel involved in the Consumer Products
Business to the Company and the assumption by the Company of certain
known and contingent or unknown liabilities relating directly to the
Consumer Products Business as conducted on the date of the
Distribution (the "Distribution Date"). The liabilities assumed by the
Company included, among others, (i) liabilities associated with
certain then pending litigation (for which the Company was entitled to
insurance coverage under Former Parent's policies under certain
circumstances), (ii) liabilities under employee benefit plans and
otherwise with respect to former employees of the Consumer Products
Business and employees of the Consumer Products Business who became
employees of the Company at the time of the Distribution and (iii)
liabilities arising out of specified pension and post-retirement plans
for former employees of Armour and Company, a subsidiary of Former
Parent until 1993. The Interim Services Agreement provided that Former
Parent would provide to the Company certain office and administrative
support, audit, tax accounting, financial reporting consulting,
environmental consulting, human resources and insurance accounting and
claims processing services, among other services, and that the Company
would provide to Former Parent certain employee benefits, accounting,
consulting, administration and travel-related services, among other
services, for a period of up to three years after the Distribution
Date unless earlier terminated. Most of these services have ceased.
Under the Letter of Understanding on Trademarks, Former Parent agreed
to cease using the "Dial" name in connection with any consumer
products business conducted by it after the Distribution. The Tax
Sharing Agreement provided for the allocation between Former Parent
and the Company of certain federal, state, local and foreign tax
liabilities, as well as certain tax liabilities associated with the
Distribution. Under the terms of the agreement, the Company also
agreed that for the two-year period following the Distribution Date,
it would not (i) cease to engage in the active conduct of the trade or
business conducted by it immediately after the Distribution, (ii)
engage in certain repurchases of stock or (iii) liquidate or merge
with any other corporation, unless it obtains a satisfactory opinion
of counsel or a tax ruling from the IRS. Although the Company does not
expect these limitations to significantly inhibit its financing or
acquisition activities or its ability to respond to unanticipated
developments, there can be no assurance that such limitations will not
so affect these activities or the Company's ability to respond to such
developments. See "-- Material Federal Income Tax Consequences of the
Distribution."
MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION
In connection with the Distribution, Former Parent received a tax
ruling (the "Tax Ruling") from the IRS which stated, among other
things, that the Distribution qualified as a tax-free distribution
under Section 355 of the Internal Revenue Code of 1986, as amended
(the "Code"), and that, accordingly, so long as the Distribution
qualified under Section 355 of the Code, neither Former Parent nor the
Company would recognize any income, gain or loss with respect to the
Distribution, and Former Parent's stockholders would not recognize any
income, gain or loss on their receipt of Common Stock. Should the
Distribution ultimately be determined not to qualify under Section 355
of the Code, Former Parent's stockholders would be required to
recognize ordinary dividend income for their receipt of Common Stock
in an amount equal to the fair market value of such Common Stock on
the Distribution Date.
The Tax Ruling was based on certain factual representations and
assumptions concerning Former Parent and the Company. Neither Former
Parent nor the Company is aware of any present facts or circumstances
which would cause such representations and assumptions to be untrue.
However, certain post-Distribution events, including events that would
not be within the control of Former Parent or the Company, could
affect the validity of such representations or assumptions and cause
the Distribution not to qualify as a tax-free distribution under
Section 355 of the Code. The Company does not believe that any such
events not within the control of the Company have occurred to date and
the likelihood of any future events occurring which would adversely
affect the tax-free treatment of the Distribution is minimal.
Should the Distribution ultimately be determined not to qualify
as a tax-free distribution under Section 355 of the Code, Former
Parent would be required to recognize a gain on the Distribution in an
amount equal to the excess of the fair market value of the Common
Stock distributed on the Distribution Date over Former Parent's tax
basis for such stock; this gain could approach $1 billion. Under the
Tax Sharing Agreement, the Company will be required to indemnify
Former Parent for this tax, plus applicable interest and penalties, if
the Distribution fails to qualify as tax-free as a result of any
transaction, act or omission involving the Company or its subsidiaries
which is inconsistent with the tax-free status of the Distribution,
including a failure of any representation made to the IRS in the
request for the Tax Ruling concerning the Company, or an omission by
the Company that causes a failure to fulfill any condition of the Tax
Ruling or any assumption on which it is based.
DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
Under the Certificate of Incorporation, the total number of
shares of all classes of stock that the Company has authority to issue
is 310,000,000 consisting of 10,000,000 shares of Preferred Stock, par
value $0.01 per share (the "Preferred Stock"), and 300,000,000 shares
of Common Stock. As of June 28, 1997, 96,102,553 shares of Common
Stock were issued and 96,036,674 shares were issued and outstanding
(5,574,321 shares of which were held by an employee equity trust).
As part of the 10,000,000 shares of Preferred Stock authorized, the
Company has authorized and reserved for issuance 1,500,000 shares of
Junior Preferred Stock (as defined herein) in connection with the
preferred share purchase rights (the "Rights") issued by the Company
in connection with the Distribution.
The holders of Common Stock are entitled to one vote per share on
all matters voted on by the stockholders, including the election of
directors and, except as otherwise required by law or provided in any
resolution adopted by the Company's Board of Directors (the "Board")
with respect to any series of Preferred Stock, the holders of such
Common Stock exclusively possess all voting power. The Certificate of
Incorporation does not provide for cumulative voting in the election
of directors. Subject to any preferential rights of any outstanding
series of Preferred Stock, the holders of Common Stock are entitled to
such dividends as may be declared from time to time by the Board from
funds available therefor, and upon liquidation are entitled to receive
pro rata all assets of the Company available for distribution to such
holders. The Common Stock does not have any preemptive rights. See "--
Certain Anti-Takeover Effects of Certain Provisions of Certificate of
Incorporation, Bylaws, Rights and Delaware Law."
The Board is authorized to provide for the issuance of shares of
Preferred Stock, in one or more series, to establish the number of
shares in each series and to fix the designation, powers, preferences
and rights of each such series and the qualifications, limitations and
restrictions thereof. See "--Certain Anti-Takeover Effects of Certain
Provisions of Certificate of Incorporation, Bylaws, Rights and
Delaware Law."
The Common Stock is traded on the NYSE under the symbol "DL."
CERTAIN ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF
CERTIFICATE OF INCORPORATION, BYLAWS, RIGHTS AND DELAWARE LAW
The Certificate of Incorporation, the Bylaws and the Rights
contain certain provisions that could make more difficult the
acquisition of the Company by means of a tender offer, a proxy contest
or otherwise. The description set forth below is intended as a summary
only and is qualified in its entirety by reference to the Certificate
of Incorporation, the Bylaws and the Rights Agreement (the "Rights
Agreement") between the Company and Wells Fargo Bank of Arizona, N.A.,
as rights agent, which are filed as exhibits to the Registration
Statement of which this Prospectus is a part.
CLASSIFIED BOARD OF DIRECTORS
The Certificate of Incorporation and the Bylaws provide that the
Board be divided into three classes of directors, with the classes to
be as nearly equal in number as possible. The Certificate of
Incorporation and the Bylaws provide that approximately one-third of
the Company's directors will stand for election at each annual meeting
of stockholders to serve a three-year term.
The classification of directors has the effect of making it more
difficult for stockholders to change the composition of the Board. At
least two annual meetings of stockholders, instead of one, are
generally required to effect a change in a majority of the Board. Such
a delay may help ensure that the Company's directors, if confronted by
a holder attempting to force a proxy contest, a tender or exchange
offer, or an extraordinary corporate transaction, would have
sufficient time to review the proposal as well as any available
alternatives to the proposal and to act in what they believe to be the
best interests of the stockholders. The classification provisions
apply to every election of directors, however, regardless of whether a
change in the composition of the Board would be beneficial to the
Company and its stockholders and whether or not a majority of the
Company's stockholders believe that such a change would be desirable.
The classification provisions also have the effect of
discouraging a third party from initiating a proxy context, making a
tender offer or otherwise attempting to obtain control of the Company,
even though such an attempt might be beneficial to the Company and its
stockholders. The classification of the Board could thus increase the
likelihood that incumbent directors will retain their positions. In
addition, because the classification provisions may discourage
accumulations of large blocks of the Company's stock by purchasers
whose objective is to take control of the Company and remove a
majority of the Board, the classification of the Board could tend to
reduce the likelihood of fluctuations in the market price of Common
Stock that might result from accumulations of large blocks.
Accordingly, stockholders could be deprived of certain opportunities
to sell their shares of Common Stock at a higher market price than
might otherwise be the case.
NUMBER OF DIRECTORS, FILLING VACANCIES AND REMOVAL
The Certificate of Incorporation provides that, subject to any
rights of holders of Preferred Stock to elect additional directors
under specified circumstances, the number of directors will be fixed
in the manner provided in the Bylaws. The Bylaws provide that, subject
to any rights of holders of Preferred Stock to elect directors under
specified circumstances, the number of directors will be fixed from
time to time exclusively pursuant to a resolution adopted by directors
constituting a majority of the total number of directors that the
Company would have if there were no vacancies on the Board (the "Whole
Board"), but must consist of not more than eleven nor less than three
directors. In addition, the Certificate of Incorporation and Bylaws
provide that, subject to any rights of holders of Preferred Stock, and
unless the Board otherwise determines, any vacancies or newly created
directorships will be filled only by the affirmative vote of a
majority of the remaining directors, though less than a quorum.
Accordingly, absent an amendment to the Certificate of Incorporation
and Bylaws, the Board could prevent any stockholder from enlarging the
Board and filling the new directorships with such stockholder's own
nominees.
Under the Delaware General Corporation Law (the "DGCL"), unless
otherwise provided in the Certificate of Incorporation, directors
serving on a classified board may only be removed by the stockholders
for cause. In addition, the Certificate of Incorporation and the
Bylaws provide that directors may be removed only for cause and only
upon the affirmative vote of holders of at least 80% of the voting
power of all the then outstanding shares of stock entitled to vote
generally in the election of directors ("Voting Stock"), voting
together as a single class.
NO STOCKHOLDER ACTION BY WRITTEN CONSENT AND SPECIAL MEETINGS
The Certificate of Incorporation and the Bylaws provide that,
subject to the rights of any holders of Preferred Stock, stockholder
action can be taken only at an annual or special meeting of
stockholders and prohibit stockholder action by written consent in
lieu of a meeting. The Bylaws provide that, subject to the rights of
holders of any series of Preferred Stock, special meetings of
stockholders can be called only by the Chairman of the Board or by the
Board pursuant to a resolution adopted by a majority of the Whole
Board. Stockholders are not permitted to call a special meeting or to
require that the Board call a special meeting of stockholders.
Moreover, the business permitted to be conducted at any special
meeting of stockholders is limited to the business brought before the
meeting pursuant to the notice of meeting given by the Company.
The provisions of the Certificate of Incorporation and the Bylaws
prohibiting stockholder action by written consent may have the effect
of delaying consideration of a stockholder proposal until the next
annual meeting unless a special meeting is called by the Chairman or
at the request of a majority of the Whole Board. These provisions also
prevent the holders of a majority of the voting power of the Voting
Stock from unilaterally using the written consent procedure to take
stockholder action and from taking action by consent. Moreover, a
stockholder could not force stockholder consideration of a proposal
over the opposition of the Chairman and the Board by calling a special
meeting of stockholders prior to the time the Chairman or a majority
of the Whole Board believes such consideration to be appropriate.
ADVANCE NOTICE PROVISIONS FOR STOCKHOLDER NOMINATIONS
AND STOCKHOLDER PROPOSALS
The Bylaws establish an advance notice procedure for stockholders
to make nominations of candidates for election as directors, or bring
other business before an annual meeting of stockholders of the Company
(the "Stockholder Notice Procedure").
The Stockholder Notice Procedure provides that only individuals
who are nominated by, or at the direction of, the Board, or by a
stockholder who has given timely written notice to the Secretary of
the Company prior to the meeting at which directors are to be elected,
will be eligible for election as directors of the Company. The
Stockholder Notice Procedure provides that at an annual meeting only
such business may be conducted as has been brought before the meeting
by, or at the direction of, the Chairman or the Board or by a
stockholder who has given timely written notice to the Secretary of
the Company of such stockholder's intention to bring such business
before such meeting. Under the Stockholder Notice Procedure, for
notice of stockholder nominations to be made at an annual meeting to
be timely, such notice must be received by the Company not less than
70 days nor more than 90 days prior to the first anniversary of the
previous year's annual meeting (or, if the date of the annual meeting
is advanced by more than 20 days, or delayed by more than 70 days,
from such anniversary date, not earlier than the 90th day prior to
such meeting and not later than the later of (i) the 70th day prior to
such meeting and (ii) the tenth day after public announcement of the
date of such meeting is first made). Notwithstanding the foregoing, in
the event that the number of directors to be elected is increased and
there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board made by the
Company at least 80 days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice will be
timely, but only with respect to nominees for any new positions
created by such increase, if it is received by the Company not later
than the tenth day after such public announcement is first made by the
Company. Under the Stockholder Notice Procedure, for notice of a
stockholder nomination to be made at a special meeting at which
directors are to be elected to be timely, such notice must be received
by the Company not earlier than the 90th day before such meeting and
not later than the later of (i) the 70th day prior to such meeting and
(ii) the tenth day after public announcement of the date of such
meeting is first made.
With respect to the conduct of business other than the nomination
of directors, the Stockholder Notice Procedure provides that only such
business that is presented by the Board or by a stockholder who has
given timely written notice to the Company prior to the meeting at
which such business is to be conducted by the stockholders, will be
presented for consideration at such meeting. Under the Stockholder
Notice Procedure, for notice of business to be conducted at an annual
meeting to be timely, such notice must be received by the Company not
less than 70 days nor more than 90 days prior to the first anniversary
of the previous year's annual meeting (or, if the date of the annual
meeting is advanced by more than 20 days, or delayed by more than 70
days, from such anniversary date, not earlier than the 90th day prior
to such meeting and not later than the later of (i) the 70th day prior
to such meeting and (ii) the tenth day after public announcement of
the date of such meeting is first made).
Under the Stockholder Notice Procedure, a stockholder's notice to
the Company proposing to nominate an individual for election as a
director must contain certain information, including, without
limitation, the identity and address of the nominating stockholder,
the class and number of shares of stock of the Company which are owned
by such stockholder, and all information regarding the proposed
nominee that would be required to be included in a proxy statement
soliciting proxies for the proposed nominee. Under the Stockholder
Notice Procedure, a stockholder's notice relating to the conduct of
business other than the nomination of directors must contain certain
information about such business and about the proposing stockholders,
including, without limitation, a brief description of the business the
stockholder proposes to bring before the meeting, the reasons for
conducting such business at such meeting, the name and address of such
stockholder, the class and number of shares of stock of the Company
beneficially owned by such stockholder, and any material interest of
such stockholder in the business so proposed. If the Chairman of the
Board or other officer presiding at a meeting determines that a person
was not nominated, or other business was not brought before the
meeting in accordance with the Stockholder Notice Procedure, such
person will not be eligible for election as a director, or such
business will not be conducted at such meeting, as the case may be.
By requiring advance notice of nominations by stockholders, the
Stockholder Notice Procedure affords the Board an opportunity to
consider the qualifications of the proposed nominees and, to the
extent deemed necessary or desirable by the Board, to inform
stockholders about such qualifications. By requiring advance notice of
other proposed business, the Stockholder Notice Procedure also
provides a more orderly procedure for conducting annual meetings of
stockholders and, to the extent deemed necessary or desirable by the
Board, provides the Board with an opportunity to inform stockholders,
prior to such meetings, of any business proposed to be conducted at
such meetings, together with any recommendations as to the Board's
position regarding action to be taken with respect to such business,
so that stockholders can better decide whether to attend such a
meeting or to grant a proxy regarding the disposition of any such
business.
Although the Bylaws do not give the Board any power to approve or
disapprove stockholder nominations for the election of directors or
proposals for action, they may have the effect of precluding a contest
for the election of directors or the consideration of stockholder
proposals if the proper procedures are not followed, and of
discouraging or deterring a third party from conducting a solicitation
of proxies to elect its own slate of directors or to approve its own
proposal, without regard to whether consideration of such nominees or
proposals might be harmful or beneficial to the Company and its
stockholders.
PREFERRED STOCK
The Certificate of Incorporation authorizes the Board to
establish one or more series of Preferred Stock and to determine, with
respect to any series of Preferred Stock, the terms and rights of such
series, including (i) the designation of the series, (ii) the number
of shares of the series, which number the Company's Board of Directors
may thereafter (except where otherwise provided in the Certificate of
Designation for the Preferred Stock) increase or decrease (but not
below the number of shares thereof then outstanding), (iii) whether
dividends, if any, will be cumulative or noncumulative and the
dividend rate and the preferences, if any, of the series, (iv) the
dates at which dividends, if any, will be payable, (v) the redemption
rights and price or prices, if any, for shares of the series, (vi) the
terms and amounts of any sinking fund provided for the purchase or
redemption of shares of the series, (vii) the amounts payable on
shares of the series in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Company,
(viii) whether the shares of the series will be convertible into or
exchangeable for shares of any other class or series, or any other
security, of the Company or any other corporation, and, if so, the
specification of such other class or series or such other security,
the conversion or exchange price or prices or rate or rates, any
adjustments thereof, the date or dates as of which such shares shall
be convertible or exchangeable and all other terms and conditions upon
which such conversion or exchange may be made, (ix) restrictions on
the issuance of shares of the same series or of any other class or
series and (x) the voting rights, if any, of the holders of such
series.
The Company believes that the ability of the Board to issue one
or more series of Preferred Stock provides the Company with
flexibility in structuring possible future financings and
acquisitions, and in meeting other corporate needs which might arise.
The authorized shares of Preferred Stock, as well as shares of the
Common Stock, will be available for issuance without further action by
the Company's stockholders, unless such action is required by
applicable law or the rules of any stock exchange or automated
quotation system on which the Company's securities may be listed or
traded. The NYSE currently requires stockholder approval as a
prerequisite to listing shares in several instances, including where
the present or potential issuance of shares could result in an
increase of at least 20% in either the number of shares of Common
Stock or in the voting securities outstanding. If the approval of the
Company's stockholders is not required for the issuance of shares of
Preferred Stock or Common Stock, the Board may determine not to seek
stockholder approval.
Although the Board has no intention at the present time of doing
so, it could issue a series of Preferred Stock that could, depending
on the terms of such series, impede the completion of a merger, tender
offer or other takeover attempt. The Board will make any determination
to issue such shares based on its judgment as to the best interests of
the Company and its stockholders. The Board, in so acting, could issue
Preferred Stock having terms that could discourage an acquisition
attempt through which an acquiror may be able to change the
composition of the Board, including a tender offer or other
transaction that some, or a majority of, the Company's stockholders
might believe to be in their best interests or in which stockholders
might receive a premium for their stock over the then current market
price of such stock.
BUSINESS COMBINATIONS
The Certificate of Incorporation provides that certain "business
combinations" (as defined in the Certificate of Incorporation) must be
approved by the holders of at least 66 2/3 % of the voting power of
the shares not owned by an "interested stockholder" (as defined in the
Certificate of Incorporation, the beneficial owner of 10% of the
Company's outstanding voting stock), unless the business combinations
are approved by the "Continuing Directors" (as defined in the
Certificate of Incorporation) or meet certain requirements regarding
price and procedure.
AMENDMENT OF CERTAIN PROVISIONS OF THE CERTIFICATE
OF INCORPORATION AND BYLAWS
Under the DGCL, the stockholders have the right to adopt, amend
or repeal the bylaws and, with the approval of the board of directors,
the certificate of incorporation of a corporation. In addition, if the
certificate of incorporation so provides, the bylaws may be adopted,
amended or repealed by the board of directors. The Certificate of
Incorporation provides that, in addition to approval by the Board, the
affirmative vote of the holders of at least 80% of the voting power of
the outstanding shares of Voting Stock, voting together as a single
class, is required to amend provisions of the Certificate of
Incorporation relating to the prohibition of stockholder action
without a meeting; the number, election and term of the directors; the
filling of vacancies on the Board; the removal of directors; and the
amendment of the Bylaws. Approval by the Board, together with the vote
of the holders of a majority of the voting power of the outstanding
shares of Voting Stock, is required to amend all other provisions of
the Certificate of Incorporation. The Certificate of Incorporation
further provides that the Bylaws may be amended by the Board or by the
affirmative vote of the holders of at least 80% of the voting power of
the outstanding shares of Voting Stock, voting together as a single
class. The Certificate of Incorporation also provides that, in
addition to approval by the Board, the affirmative vote of the holders
of at least 66 2/3% of the voting power of the outstanding shares of
Voting Stock, including the affirmative vote of the holders of at
least 66 2/3% of the voting power of the outstanding shares of Voting
Stock not owned directly or indirectly by an interested stockholder or
any affiliate thereof, is required to amend provisions of the
Certificate of Incorporation regarding certain business combinations.
These supermajority voting requirements will have the effect of making
more difficult any amendment by stockholders of the Bylaws or of any
of the provisions of the Certificate of Incorporation described above,
even if a majority of the Company's stockholders believe that such
amendment would be in their best interests.
RIGHTS
In connection with the Distribution, the Company's Board of
Directors declared a dividend of one Right, paid on the Distribution
Date in respect of each share of Common Stock issued to the holder of
record thereof as of the close of business on the Distribution Date.
Each share of Common Stock sold in an offering will also be
accompanied by a Right. Each Right entitles the registered holder
thereof to purchase from the Company one one-hundredth of a share of
Series A Junior Participating Preferred Stock, par value $0.01 per
share (the "Junior Preferred Stock"), of the Company at a price of
$75.00 per one one-hundredth of a share (the "Purchase Price"),
subject to adjustment. The terms of the Rights are set forth in the
Rights Agreement.
Until the earlier to occur of (i) ten days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership of
20% or more of the then outstanding shares of the Common Stock or (ii)
ten business days (or such later date as may be determined by action
of the Board prior to such time as any person or group becomes an
Acquiring Person) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the consummation
of which would result in the beneficial ownership by a person or group
of 20% or more of the outstanding shares of Common Stock (the earlier
of such dates being called the "Rights Distribution Date"), the Rights
will be evidenced by the certificates representing shares of Common
Stock.
The Rights Agreement provides that until the Rights Distribution
Date (or earlier redemption or expiration of the Rights), the Rights
will be transferred with and only with the shares of Common Stock. As
soon as practicable following the Rights Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be
mailed to holders of record of the shares of Common Stock as of the
close of business on the Rights Distribution Date and such separate
Rights Certificates alone will evidence the Rights.
The Rights will not be exercisable until the Rights Distribution
Date. The Rights will expire on August 15, 2006 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case,
as described below.
The Purchase Price payable, and the number of shares of Junior
Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the shares of Junior
Preferred Stock, (ii) upon the grant to holders of the shares of
Junior Preferred Stock of certain rights or warrants to subscribe for
or purchase shares of Junior Preferred Stock at a price, or securities
convertible into shares of Junior Preferred Stock with a conversion
price, less than the then-current market price of the shares of Junior
Preferred Stock or (iii) upon the distribution to holders of the
shares of Junior Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings
or retained earnings or dividends payable in shares of Junior
Preferred Stock) or of subscription rights or warrants (other than
those referred to above). The number of outstanding Rights and the
number of one one-hundredths of a share of Junior Preferred Stock
issuable upon exercise of each Right are also subject to adjustment in
the event of a stock split of Common Stock or a stock dividend on
Common Stock payable in Common Stock or subdivisions, consolidations
or combinations of Common Stock occurring, in any such case, prior to
the Rights Distribution Date.
Shares of Junior Preferred Stock purchasable upon exercise of the
Rights will not be redeemable. Each share of Junior Preferred Stock
will be entitled to a minimum preferential quarterly dividend payment
of $1.00 per share but will be entitled to an aggregate dividend equal
to 100 times the dividend declared per share of Common Stock. In the
event of liquidation, the holders of the Junior Preferred Stock will
be entitled to a minimum preferential liquidation payment of $100 per
share but will be entitled to an aggregate payment equal to 100 times
the payment made per share of Common Stock. Each share of Junior
Preferred Stock will have 100 votes, and shall be entitled to vote
with Common Stock. Finally, in the event of any merger, consolidation
or other transaction in which Common Stock is exchanged, each share of
Junior Preferred Stock will be entitled to receive an amount equal to
100 times the amount received per share of Common Stock. These rights
are protected by customary antidilution provisions.
Because of the nature of the dividend, liquidation and voting
rights of Junior Preferred Stock, the value of the one one-hundredth
interest in a share of Junior Preferred Stock purchasable upon
exercise of each Right should approximate the value of one share of
Common Stock.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provisions will be made so
that each holder of a Right, other than Rights beneficially owned by
the Acquiring Person (which will thereafter be void), will thereafter
have the right to receive upon exercise thereof at the then current
exercise price that number of shares of Common Stock having a market
value of two times the exercise price of the Right. In the event that,
at any time on or after the date that any person has become an
Acquiring Person, the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated
assets or earning power are sold, proper provisions will be made so
that each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current exercise price of the
Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two
times the exercise price of the Right.
At any time after any person or group of affiliated or associated
persons becomes an Acquiring Person and prior to the acquisition by
such person or group of 50% or more of the outstanding shares of
Common Stock, the Board may exchange the Rights (other than Rights
owned by such person or group which will have become void), in whole
or in part, at an exchange ratio of one share of Common Stock, or one
one-hundredth of a share of Junior Preferred Stock, per Right (subject
to adjustment).
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at
least 1% in such Purchase Price.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or
more of the outstanding shares of Common Stock, the Board may redeem
the Rights in whole, but not in part, at a price of $.01 per Right
(the "Redemption Price"). The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the
Company's Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board without the
consent of the holders of the Rights, including an amendment to lower
(i) the threshold at which a person or group of affiliated or
associated persons becomes an Acquiring Person and (ii) the percentage
of Common Stock proposed to be acquired in a tender or exchange offer
that would cause the Rights Distribution Date to occur, to not less
than the greater of (a) the sum of .001% and the largest percentage of
the outstanding shares of Common Stock then known to the Company to be
beneficially owned by any person or group of affiliated or associated
persons and (b) 10%, except that from and after such time as any
person or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the interests
of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. In the event
that the Rights become exercisable, the Company will register the
shares of the Junior Preferred Stock for which the Rights may be
exercised, in accordance with applicable law.
The Rights have certain antitakeover effects. The Rights will
cause substantial dilution to a person or group that attempts to
acquire the Company and thereby effect a change in the composition of
the Board on terms not approved by the Board, including by means of a
tender offer at a premium to the market price, other than an offer
conditioned on a substantial number of Rights being acquired. The
Rights should not interfere with any merger or business combination
approved by the Board since the Rights may be redeemed by the Company
at the Redemption Price prior to the time that a person or group has
become an Acquiring Person. See "Risk Factors -- Provisions with
Potential Anti-Takeover Effect."
ANTI-TAKEOVER LEGISLATION
Section 203 of the DGCL provides that, subject to certain
exceptions specified therein, a corporation shall not engage in any
business combination with any "interested stockholder" for a
three-year period following the time that such stockholder becomes an
interested stockholder unless (i) prior to such time, the board of
directors of the corporation approved either the business combination
or the transaction which resulted in the stockholder becoming an
interested stockholder, (ii) upon consummation of the transaction
which resulted in the stockholder becoming an interested stockholder,
the interested stockholder owned at least 85% of the voting stock of
the corporation outstanding at the time the transaction commenced
(excluding certain shares) or (iii) on or subsequent to such time, the
business combination is approved by the board of directors of the
corporation and by the affirmative vote of at least 66 2/3% of the
outstanding voting stock which is not owned by the interested
stockholder. Except as specified in Section 203 of the DGCL, an
interested stockholder is defined to include (i) any person that is
the owner of 15% or more of the outstanding voting stock of the
corporation, or is an affiliate or associate of the corporation and
was the owner of 15% or more of the outstanding voting stock of the
corporation, at any time within three years immediately prior to the
relevant date and (ii) the affiliates and associates of any such
person.
Under certain circumstances, Section 203 of the DGCL makes it
more difficult for a person who would be an "interested stockholder"
to effect various business combinations with a corporation for a
three-year period, although the stockholders may elect to exclude a
corporation from the restrictions imposed thereunder. The Certificate
of Incorporation does not exclude the Company from the restrictions
imposed under Section 203 of the DGCL. It is anticipated that the
provisions of Section 203 of the DGCL may encourage companies
interested in acquiring the Company to negotiate in advance with the
Board, since the stockholder approval requirement would be avoided if
a majority of the directors then in office approve either the business
combination or the transaction which results in the stockholder
becoming an interested stockholder.
TRANSFER AGENT AND REGISTRAR
The transfer agent for the Common Stock is Harris Trust and
Savings Bank.
CERTAIN UNITED STATES FEDERAL TAX
CONSIDERATIONS FOR NON-UNITED STATES HOLDERS
The following is a general discussion of certain United States
federal income and estate tax consequences of the ownership and
disposition of Common Stock applicable to Non-U.S. Holders. In
general, a "Non-U.S. Holder" is any holder of Common Stock other than
(i) a citizen or resident of the United States, (ii) a corporation or
partnership created or organized in the United States or under the
laws of the United States or of any state, (iii) an estate, the income
of which is includable in gross income for United States federal
income tax purposes regardless of its source or (iv) a trust if (a) a
court within the United States is able to exercise primary supervision
over the administration of the trust and (b) one or more United States
fiduciaries have the authority to control all substantial decisions of
the trust. This discussion is based on current law and is for general
information only. This discussion does not address aspects of United
States federal taxation other than income and estate taxation and does
not address all aspects of income and estate taxation, nor does it
consider any specific facts or circumstances that may apply to a
particular Non-U.S. Holder (including certain U.S. expatriates).
ACCORDINGLY, OFFEREES OF COMMON STOCK ARE URGED TO CONSULT THEIR TAX
ADVISERS REGARDING THE UNITED STATES FEDERAL, STATE, LOCAL AND
NON-UNITED STATES INCOME AND OTHER TAX CONSEQUENCES OF HOLDING AND
DISPOSING OF SHARES OF COMMON STOCK.
An individual may, subject to certain exceptions, be deemed to be
a resident alien (as opposed to a non-resident alien) by virtue of
being present in the United States for at least 31 days in the
calendar year and for an aggregate of at least 183 days during a three
year period ending in the current calendar year (counting for such
purposes all of the days present in the current year, one-third of the
days present in the immediately preceding year, and one-sixth of the
days present in the second preceding year). In addition to the
"substantial presence test" described in the immediately preceding
sentence, an alien may be treated as a resident alien if he or she (i)
meets a lawful permanent residence test (a so-called "green card"
test) or (ii) elects to be treated as a U.S. resident and meets the
"substantial presence test" in the immediately following year.
Resident aliens are subject to U.S. federal tax as if they were U.S.
citizens.
DIVIDENDS
In general, dividends paid to a Non-U.S. Holder will be subject
to United States withholding tax at a 30% rate (or a lower rate
prescribed by an applicable tax treaty) unless the dividends are
either (i) effectively connected with a trade or business carried on
by the Non-U.S. Holder within the United States, or (ii) attributable
to a permanent establishment in the United States maintained by the
Non-U.S. Holder if certain income tax treaties apply. Dividends
effectively connected with such a United States trade or business or
attributable to such a United States permanent establishment generally
will not be subject to United States withholding tax (if the Non-U.S.
Holder files certain forms, including IRS Form 4224, with the payor of
the dividend) and generally will be subject to United States federal
income tax on a net income basis, in the same manner as if the
Non-U.S. Holder were a resident of the United States. A Non-U.S.
Holder that is a corporation may be subject to an additional branch
profits tax at a rate of 30% (or such lower rate as may be specified
by an applicable treaty) on the repatriation from the United States of
its "effectively connected earnings and profits," subject to certain
adjustments. To determine the applicability of a tax treaty providing
for a lower rate of withholding, dividends paid to an address in a
foreign country are presumed under current United States Treasury
regulations to be paid to a resident of that country absent knowledge
to the contrary. Proposed United States Treasury regulations, which
are proposed to be effective for payments made after December 31,
1997, however, generally would require Non-U.S. Holders to file an IRS
Form W-8 to obtain the benefit of any applicable tax treaty providing
for a lower rate of withholding tax on dividends. A Non-U.S. Holder
that is eligible for a reduced rate of U.S. withholding tax pursuant
to a tax treaty may obtain a refund of any excess amounts withheld by
filing an appropriate claim for refund with the IRS.
SALE OF COMMON STOCK
In general, a Non-U.S. Holder will not be subject to United
States federal income tax on any gain realized upon the disposition of
such holder's shares of Common Stock unless (i) the gain is
effectively connected with a trade or business carried on by the
Non-U.S. Holder within the United States or, alternatively, if certain
tax treaties apply, is attributable to a permanent establishment in
the United States maintained by the Non-U.S. Holder (and in either
case, the branch profits tax discussed above may also apply if the
Non-U.S. Holder is a corporation); (ii) the Non-U.S. Holder is an
individual who holds shares of Common Stock as a capital asset and is
present in the United States for 183 days or more in the taxable year
of disposition, and either (a) such individual has a "tax home" (as
defined for United States federal income tax purposes) in the United
States (unless the gain from the disposition is attributable to an
office or other fixed place of business maintained by such Non-U.S.
Holder in a foreign country and such gain has been subject to a
foreign income tax equal to at least 10% of the gain derived from such
disposition), or (b) the gain is attributable to an office or other
fixed place of business maintained by such individual in the United
States; or (iii) the Company is or has been a United States real
property holding corporation (a "USRPHC") for United States federal
income tax purposes (which the Company does not believe that it is or
is likely to become) at any time within the shorter of the five-year
period preceding such disposition or such Non-U.S. Holder's holding
period. If the Company were or were to become a USRPHC at any time
during this period, gains realized upon a disposition of Common Stock
by a Non-U.S. Holder which did not directly or indirectly own more
than 5% of the Common Stock during this period generally would not be
subject to United States federal income tax, provided that the Common
Stock had been regularly traded on an established securities market.
ESTATE TAX
Common Stock owned or treated as owned by an individual who is
not a citizen or resident (as defined for United States federal estate
tax purposes) of the United States at the time of death will be
includable in the individual's gross estate for United States federal
estate tax purposes (unless an applicable estate tax treaty provides
otherwise), and therefore may be subject to United States federal
estate tax.
BACKUP WITHHOLDING, INFORMATION REPORTING AND OTHER
REPORTING REQUIREMENTS
The Company must report annually to the IRS and to each Non-U.S.
Holder the amount of dividends paid to, and the tax withheld with
respect to, each Non-U.S. Holder. These reporting requirements apply
regardless of whether withholding was reduced or eliminated by an
applicable tax treaty. Copies of this information also may be made
available under the provisions of a specific treaty or agreement with
the tax authorities in the country in which the Non-U.S. Holder
resides or is established.
United States backup withholding tax (which generally is imposed
at the rate of 31% on certain payments to persons that fail to furnish
the information required under the United States information reporting
requirements) and information reporting requirements (other than those
discussed above under "-- Dividends") generally will not apply to
dividends paid on Common Stock to a Non-U.S. Holder at an address
outside the United States. Backup withholding and information
reporting generally will apply, however, to dividends paid on shares
of Common Stock to a Non-U.S. Holder at an address in the United
States, if such holder fails to establish an exemption or to provide
certain other information to the payor.
The payment of proceeds from the disposition of Common Stock to
or through a United States office of a broker will be subject to
information reporting and backup withholding unless the owner, under
penalties of perjury, certifies, among other things, such owner's
status as a Non-U.S. Holder or otherwise establishes an exemption. The
payment of proceeds from the disposition of Common Stock to or through
a non-U.S. office of a non-U.S. broker generally will not be subject
to backup withholding and information reporting, except as noted
below. In the case of proceeds from a disposition of Common Stock paid
to or through a non-U.S. office of a broker that is (i) a United
States person, (ii) a "controlled foreign corporation" for United
States federal income tax purposes or (iii) a foreign person 50% or
more of whose gross income from certain periods is effectively
connected with a United States trade or business, information
reporting (but not backup withholding) will apply unless the broker
has documentary evidence in its files that the owner is a Non-U.S.
Holder (and the broker has no actual knowledge to the contrary).
Proposed United States Treasury regulations, which are proposed to be
effective for payments made after December 31, 1997, state that backup
withholding will not apply to such payments unless the broker has
actual knowledge that the payee is a United States person.
Backup withholding is not an individual tax. Any amounts withheld
under the backup withholding rules from a payment to a Non-U.S. Holder
will be refunded or credited against the Non-U.S. Holder's United
States federal income tax liability, if any, provided that the
required information is furnished to the IRS.
PLAN OF DISTRIBUTION
The Company may sell Common Stock to or through one or more
underwriters or dealers and also may sell Common Stock directly to
institutional investors or other purchasers, or through agents.
The distribution of the Common Stock may be effected from time to
time in one or more transactions at a fixed price or prices, which may
be changed, or at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated
prices.
In connection with the sale of Common Stock, underwriters or
agents may receive compensation from the Company or from purchasers of
Common Stock for whom they may act as agents in the form of discounts,
concessions or commissions. Underwriters may sell Common Stock to or
through dealers, and such dealers may receive compensation in the form
of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agents.
Underwriters, dealers and agents that participate in the distribution
of Common Stock may be deemed to be underwriters, and any discounts or
commissions received by them from the Company and any profit on the
resale of Common Stock by them may be deemed to be underwriting
discounts and commissions under the Securities Act. Any such
underwriter or agent will be identified, and any such compensation
received from the Company will be described, in the related Prospectus
Supplement.
Under agreements which may be entered into by the Company,
underwriters and agents who participate in the distribution of Common
Stock may be entitled to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act.
If so indicated in the related Prospectus Supplement, the Company
will authorize underwriters or other persons acting as the Company's
agents to solicit offers by certain institutions to purchase Common
Stock from the Company pursuant to contracts providing for payment and
delivery on a future date. Institutions with which such contracts may
be made include commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable
institutions and others, but in all cases such institutions must be
approved by the Company. The obligations of any purchaser under any
such contract will be subject to the condition that the purchase of
the Common Stock shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which such purchaser is subject. The
underwriters and such other agents will not have any responsibility in
respect of the validity or performance of such contracts.
Certain of the underwriters or agents and their associates may
engage in transactions with and perform services for the Company or
its affiliates in the ordinary course of their respective businesses.
The Common Stock is listed on the NYSE under the symbol "DL." Any
Common Stock sold pursuant to the Registration Statement will be
listed on the NYSE, subject to official notice of issuance.
LEGAL MATTERS
The validity of the Common Stock being offered hereby and certain
other legal matters relating to offerings pursuant to the Registration
Statement will be passed upon for the Company by Fried, Frank, Harris,
Shriver & Jacobson (a partnership including professional
corporations), New York, New York.
EXPERTS
The financial statements incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K for the year
ended December 28, 1996 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in
accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses to be borne
by the Company, in connection with the issuance and distribution of
the securities being registered hereby, other than underwriting
discounts and commissions.
<TABLE>
<S> <C>
SEC registration fee (actual).................... $34,849
NYSE filing fee.................................. *
NASD fees (actual)............................... 12,000
Transfer agent and registrar fee and expenses.... *
Accounting fees and expenses..................... *
Legal fees and expenses.......................... *
Blue Sky expenses and counsel fees............... 10,000
Printing and engraving expenses.................. *
Miscellaneous.................................... *
---------
Total......................................... $ *
---------------------
<FN>
* To be provided by amendment.
</FN>
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
CERTAIN PROVISIONS OF CERTIFICATE OF INCORPORATION AND BYLAWS
The Certificate of Incorporation provides that each person who is
or was or had agreed to become a director or officer of the Company,
or each such person who is or was serving or who had agreed to serve
at the request of the Company as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise
(each "Another Enterprise") (including the heirs, executors,
administrators or estate of such person), will be indemnified by the
Company, in accordance with the Bylaws, to the fullest extent
permitted from time to time by the DGCL, as the same exists or may
hereafter be amended (but, if permitted by applicable law, in the case
of any such amendment, only to the extent that such amendment permits
the Company to provide broader indemnification rights than said law
permitted the Company to provide prior to such amendment) or any other
applicable laws as presently or hereafter in effect. The Company may,
by action of the Board, provide indemnification to employees and
agents of the Company, and to persons serving as employees or agents
of Another Enterprise, at the request of the Company, with the same
scope and effect as the foregoing indemnification of directors and
officers. The Company shall be required to indemnify any person
seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part
thereof) was authorized by the Board or is a proceeding to enforce
such person's claim to indemnification pursuant to the rights granted
by the Certificate of Incorporation or otherwise by the Company. In
addition, pursuant to the Certificate of Incorporation, the Company
has entered into agreements with certain persons providing for
indemnification greater or different than that provided in the
Certificate of Incorporation. See "--Indemnification Agreements."
The Bylaws provide that each person who was or is made a party or
is threatened to be made a party to or is involved in any action,
suit, or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that he or she
or a person of whom he or she is the legal representative is or was a
director or officer of the Company or is or was serving at the request
of the Company as a director or officer of another corporation or of
Another Enterprise, including service with respect to employee benefit
plans, whether the basis of such Proceeding is alleged action in an
official capacity as a director or officer or in any other capacity
while serving as a director or officer, will be indemnified and held
harmless by the Company to the fullest extent authorized by the DGCL
as the same exists or may in the future be amended (but, if permitted
by applicable law, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide
prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, Employee Retirement
Income Security Act of 1974, as amended, excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such
indemnification will continue as to a person who has ceased to be a
director or officer and will inure to the benefit of his or her heirs,
executors and administrators; provided, however, except as described
in the second following paragraph with respect to Proceedings to
enforce rights to indemnification, the Company will indemnify any such
person seeking indemnification in connection with a Proceeding (or
part thereof) initiated by such person only if such Proceeding (or
part thereof) was authorized by the Board.
Pursuant to the Bylaws, to obtain indemnification, a claimant is
to submit to the Company a written request for indemnification. Upon
such written request by a claimant, a determination, if required by
applicable law, with respect to the claimant's entitlement to
indemnification will be made, (i) if requested by the claimant, by
independent legal counsel, or (ii) if the claimant does not so
request, by the Board (a) by a majority vote of the disinterested
directors even though less than a quorum, (b) if there are no
disinterested directors or the disinterested directors so direct, by
independent legal counsel in a written opinion to the Board, or (c) if
the disinterested directors so direct, by the stockholders of the
Company. In the event the determination of entitlement to
indemnification is to be made by independent legal counsel at the
request of the claimant, the independent legal counsel will be
selected by the Board unless there shall have occurred within two
years prior to the date of the commencement of the action, suit or
proceeding for which indemnification is claimed a "Change in Control"
(as defined in the Company's 1996 Stock Incentive Plan), in which case
the independent counsel shall be selected by the claimant unless the
claimant requests that such selection be made by the Board.
Pursuant to the Bylaws, if a claim for indemnification is not
paid in full by the Company within 30 days after a written claim for
indemnification has been received by the Company, the claimant may at
any time thereafter bring suit against the Company to recover the
unpaid amount of the claim and, if successful in whole or in part, the
claimant will be entitled to be paid also the expense of prosecuting
such claim. The Bylaws provide that it will be a defense to any such
action (other than an action brought to enforce a claim for expenses
incurred in defending any Proceeding in advance of its final
disposition where the required undertaking, if any is required, has
been tendered to the Company) that the claimant has not met the
standard of conduct which make it permissible under the DGCL for the
Company to indemnify the claimant for the amount claimed, but the
burden of proving such defense will be on the Company. Neither the
failure of the Company (including, without limitation, the
disinterested directors, independent legal counsel or stockholders) to
have made a determination prior to the commencement of such action
that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standards in the DGCL, nor an
actual determination by the Company (including the disinterested
directors, independent legal counsel or stockholders) that the
claimant has not met such applicable standard of conduct, will be a
defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct in the DGCL. However, the
Company will be bound by a determination pursuant to the procedures
set forth in the Bylaws that the claimant is entitled to
indemnification in any judicial proceeding commenced pursuant to the
Bylaws.
The Bylaws provide that the right to indemnification and the
payment of expenses incurred in defending a Proceeding in advance of
its final disposition conferred in the Bylaws will not be exclusive of
any other right which any person may have or may in the future acquire
under any statute, provision of the Certificate of Incorporation, the
Bylaws, agreement, vote of stockholders or disinterested directors or
otherwise. The Bylaws permit the Company to maintain insurance, at its
expense, to protect itself and any director, officer, employee or
agent of the Company or Another Enterprise against any expense,
liability or loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss under
the DGCL. The Company has obtained directors' and officers' liability
insurance providing coverage to its directors and officers. In
addition, the Bylaws authorize the Company, to the extent authorized
from time to time by the Board, to grant rights to indemnification and
rights to be paid by the Company for the expenses incurred in
defending any Proceeding in advance of its final disposition, to any
employee or agent of the Company to the fullest extent of the
provisions of the Bylaws with respect to the indemnification and
advancement of expenses of directors and officers of the Company.
The Bylaws provide that the right to indemnification conferred
therein is a contract right and includes the right to be paid by the
Company for the expenses incurred in defending any Proceeding in
advance of its final disposition, except that if the DGCL requires,
the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of a
Proceeding, will be made only upon delivery to the Company of an
undertaking by or on behalf of such director or officer, to repay all
amounts so advanced if it is ultimately determined that such director
or officer is not entitled to be indemnified under the Bylaws or
otherwise.
FIDUCIARY DUTIES
The Certificate of Incorporation provides that a director of the
Company will not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the DGCL, which
concerns unlawful payments of dividends, stock purchases or
redemptions or (iv) for any transaction from which the director
derived an improper personal benefit.
While the Certificate of Incorporation provides directors with
protection from awards for monetary damages for breaches of their duty
of care, it does not eliminate such duty. Accordingly, the Certificate
of Incorporation will have no effect on the availability of equitable
remedies such as an injunction or rescission based on a director's
breach of his or her duty of care.
INDEMNIFICATION AGREEMENTS
The Company is party to indemnification agreements with each of
its directors and certain of its officers (each, an "Indemnification
Agreement," and, collectively, the "Indemnification Agreements"). The
Indemnification Agreements, among other things, require the Company to
indemnify the officers and directors to the fullest extent permitted
by law, and to advance to the directors all related expenses, subject
to reimbursement if it is subsequently determined that indemnification
is not permitted. The Company must also indemnify and advance all
expenses incurred by directors seeking to enforce their rights under
the Indemnification Agreements, and cover directors and officers under
the Company's directors' liability insurance. Although the
Indemnification Agreements will offer substantially the same scope of
coverage afforded by provisions in the Certificate of Incorporation
and the Bylaws, they provide greater assurance to directors and
officers that indemnification will be available, because, as
contracts, they cannot be modified unilaterally in the future by the
Board or by the stockholders to eliminate the rights provided, an
action that is possible with respect to the relevant provisions of the
Bylaws, at least as to prospective elimination of such rights.
There has not been in the past and there is not presently pending
any litigation or proceeding involving a director, officer, employee
or agent of the Company in which indemnification would be required or
permitted by the Indemnification Agreements. In addition, the Board is
not aware of any threatened litigation or proceeding which may result
in a claim for indemnification under any Indemnification Agreement.
The DGCL provides that a contract between a corporation and a
director thereof is not void or voidable solely because the interested
director is present at the meeting authorizing the contract if the
material facts relating to the contract are known to the board of
directors and the board of directors in good faith authorizes the
contract by the affirmative vote of a majority of the disinterested
directors, or the material facts relating to the contract are known to
the stockholders and the stockholders in good faith authorize the
contract, or the contract is fair to the corporation at the time it is
authorized or approved.
STATE LAW PROVISIONS
The Company is incorporated under the laws of the State of
Delaware. Section 145(a) of the DGCL provides that a Delaware
corporation may indemnify any person who was, is or is threatened to
be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation), by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at
the request of such corporation as a director, officer, employee or
agent of Another Enterprise. The indemnity may include expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person
acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.
Section 145(b) of the DGCL provides that a Delaware corporation
may indemnify any person who was, is or is threatened to be made a
party to any threatened, pending or completed action or suit by or in
the right of the corporation by reason of the fact that such person
acted in any of the capacities set forth above, against expenses
(including attorney's fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action or
suit, provided such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification is
permitted in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless
and only to the extent that the court in which such action or suit was
brought shall determine that despite the adjudication of liability,
such person is fairly and reasonably entitled to be indemnified for
such expenses which the court shall deem proper.
Section 145 of the DGCL further provides that to the extent a
director or officer of a corporation has been successful in the defense
of any action, suit or proceeding referred to in subsections 145(a) and
145(b) or in the defense of any claim, issue or matter therein, such
person shall be indemnified against expenses actually and reasonably
incurred in connection therewith; that indemnification provided for by
Section 145 of the DGCL shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled; and that the corporation
may purchase and maintain insurance on behalf of a director or officer of
the corporation against any liability asserted against him or incurred
by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him
against such liabilities under such Section 145 of the DGCL.
PURCHASE AGREEMENTS
The form of Purchase Agreement filed as Exhibit 1.1 hereto
provides for the indemnification of the Company, its controlling
persons, its directors and certain of its officers by the underwriters
of any offering pursuant to the Registration Statement against certain
liabilities, including liabilities under the Securities Act.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
No sales of unregistered securities of the Company have occurred
since the Distribution.
Item 16. Exhibits and Financial Statement Schedules.
1.1 Form of Purchase Agreement.*
3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(a) to the Company's
Form 10, dated July 30, 1996 (File No. 001-11733)).
3.2 Restated Bylaws of the Company (incorporated by reference to
Exhibit 3(b) to the Company's Form 10, dated July 30, 1996
(File No. 001-11733)).
4.1 Rights Agreement (incorporated by reference to Exhibit 4
to the Company's Form 10, dated July 30, 1996 (File No. 001-11733)).
4.2 Specimen Form of Company's Common Stock Certificate.
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson as to
the validity of the securities being registered.
10.1 Credit Agreement, dated July 24, 1996, between the Company and
various banks, Citicorp USA, Inc., as administrative agent, and
Bank of America National Trust and Savings Association, as
documentation agent (incorporated by reference to Exhibit 10(j)
of the Company's Form 10, dated July 30, 1996 (File No. 001-11733)).
10.2 Trade Receivables Purchase and Sale Agreement, dated as of
August 15, 1996, among the Company, Ciesco, L.P. and Citicorp
North America, Inc., as agent.*
10.3 Trademark License Agreement, dated July 1, 1995, between The
Dial Corp and ConAgra, Inc.*
10.4 License Agreement, dated December 18, 1983, between Armour
International Company and CAG Subsidiary, Inc.*
10.5 The Dial Corporation 1996 Stock Incentive Plan (incorporated by
reference to the Company's registration statement on Form S-8,
filed on October 1, 1996 (File No. 333-13187)).
10.6 The Dial Corporation Supplemental Capital Accumulation Plan
(incorporated by reference to the Company's Quarterly Report
on Form 10-Q, filed November 12, 1996 (File No. 001-11793)).
10.7 The Dial Corporation Supplemental Pension Plan (incorporated by
reference to the Company's Quarterly Report on Form 10-Q, filed
November 12, 1996 (File No. 001-11793)).
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson (included
in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney (included on signature pages).
- ------------------------
* To be filed by amendment.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(i) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(b) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) under the Securities
Act of 1933 if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(c) To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this registration statement;
provided, however, that the undertakings set forth in paragraphs
(i)(a) and (i)(b) above do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration
statement.
(ii) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(iii) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The
Dial Corporation has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Phoenix and the State of Arizona on the 14th day of
August, 1997.
THE DIAL CORPORATION
By: /s/ Malcolm Jozoff
-----------------------------
Malcolm Jozoff
Chairman of the Board, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Malcolm Jozoff his or her true
and lawful attorney-in-fact and agent with full power of substitution
and resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any or all amendments to
this Registration Statement, including post-effective amendments and a
registration statement registering additional securities pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes
as he or she might or could do in person, and hereby ratifies and
confirms all his or her said attorney-in-fact and agent or his or her
substitute or substitutes may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Malcolm Jozoff Chairman of the Board, August 14, 1997
----------------------------- President and Chief
Malcolm Jozoff Executive Officer
(Principal Executive
Officer)
/s/ Lowell L. Robertson Senior Vice President-- August 14, 1997
----------------------------- Finance (Principal
Lowell L. Robertson Accounting Officer and
Principal Financial
Officer)
/s/ Joy A. Amundson Director August 14, 1997
-----------------------------
Joy A. Amundson
/s/ Herbert M. Baum Director August 14, 1997
-----------------------------
Herbert M. Baum
/s/ Joe T. Ford Director August 14, 1997
-----------------------------
Joe T. Ford
/s/ Thomas L. Gossage Director August 14, 1997
-----------------------------
Thomas L. Gossage
/s/ Donald E. Guinn Director August 14, 1997
-----------------------------
Donald E. Guinn
/s/ Michael T. Riordan Director August 14, 1997
-----------------------------
Michael T. Riordan
/s/ Dennis C. Stanfill Director August 14, 1997
-----------------------------
Dennis C. Stanfill
/s/ Barbara S. Thomas Director August 14, 1997
-----------------------------
Barbara S. Thomas
/s/ A. Thomas Young Director August 14, 1997
-----------------------------
A. Thomas Young
EXHIBIT INDEX
1.1 Form of Purchase Agreement.*
3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(a) to the Company's
Form 10, dated July 30, 1996 (File No. 001-11733)).
3.2 Restated Bylaws of the Company (incorporated by reference to
Exhibit 3(b) to the Company's Form 10, dated July 30, 1996
(File No. 001-11733)).
4.1 Rights Agreement (incorporated by reference to Exhibit 4 to
the Company's Form 10, dated July 30, 1996 (File No.
001-11733)).
4.2 Specimen Form of Company's Common Stock Certificate.
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson as to
the validity of the securities being registered.
10.1 Credit Agreement, dated July 24, 1996, between the Company
and various banks, Citicorp USA, Inc., as administrative
agent, and Bank of America National Trust and Savings
Association, as documentation agent (incorporated by
reference to Exhibit 10(j) of the Company's Form 10, dated
July 30, 1996 (File No. 001-11733)).
10.2 Trade Receivables Purchase and Sale Agreement, dated as of
August 15, 1996, among the Company, Ciesco, L.P. and
Citicorp North America, Inc., as agent.*
10.3 Trademark License Agreement, dated July 1, 1995, between The
Dial Corp and ConAgra, Inc.*
10.4 License Agreement, dated December 18, 1983, between Armour
International Company and CAG Subsidiary, Inc.*
10.5 The Dial Corporation 1996 Stock Incentive Plan (incorporated
by reference to the Company's registration statement on Form
S-8, filed on October 1, 1996 (File No. 333-13187)).
10.6 The Dial Corporation Supplemental Capital Accumulation Plan
(incorporated by reference to the Company's Quarterly Report
on Form 10-Q, filed November 12, 1996 (File No. 001-11793)).
10.7 The Dial Corporation Supplemental Pension Plan (incorporated
by reference to the Company's Quarterly Report on Form 10-Q,
filed November 12, 1996 (File No. 001-11793)).
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney (included on signature pages).
- ------------------------
* To be filed by amendment.
EXHIBIT 4.2
THE DIAL CORPORATION
COMMON STOCK
$.01 PAR VALUE
--------------------------------------------------
NUMBER SHARES
CUSIP 25247D 10 1
DC
--------------------------------------------------
[LOGO]
THIS IS TO CERTIFY THAT
IS THE OWNER OF
<TABLE>
<S> <C> <C> <C>
SEE THIS INCORPORATED FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON
REVERSE CERTIFICATE UNDER THE STOCK
SIDE FOR MAY BE LAWS OF THE
CERTAIN PRESENTED STATE OF of The Dial Corporation transferable in person or by
DEFINITIONS FOR TRANSFER DELAWARE duly authorized attorney, upon surrender of this
IN NEW YORK, certificate properly endorsed. This certificate is
NEW YORK OR not valid unless countersigned by the transfer agent
CHICAGO, or registered by the registrar.
ILLINOIS Witness the facsimile seal of the company and the
facsimile signatures of its duly authorized
officers.
COUNTERSIGNED AND REGISTERED:
HARRIS TRUST AND SAVINGS BANK
TRANSFER AGENT
AND REGISTRAR DATED:
AUTHORIZED SIGNATURE /s/ Malcolm Jozoff /s/ William A. Arbitman
CHAIRMAN, PRESIDENT, AND CHIEF VICE PRESIDENT AND SECRETARY
EXECUTIVE OFFICER
AMERICAN BANKNOTE COMPANY.
[SEAL]
</TABLE>
THE DIAL CORPORATION
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER
WHO SO REQUESTS, A FULL STATEMENT OF THE DESIGNATIONS,
PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH CLASS OF
CAPITAL STOCK OR SERIES THEREOF OF THE COMPANY AUTHORIZED TO BE
ISSUED AND THE VARIATIONS IN THE RELATIVE RIGHTS AND PREFERENCES
BETWEEN THE SHARES OF EACH SUCH SERIES SO FAR AS THE SAME HAVE
BEEN FIXED AND DETERMINED AND OF THE AUTHORITY OF THE BOARD OF
DIRECTORS TO FIX AND DETERMINE THE RELATIVE RIGHTS AND
PREFERENCES OF SUBSEQUENT SERIES. SUCH REQUEST MAY BE MADE TO
THE COMPANY OR TO THE TRANSFER AGENT.
This certificate also evidences and entitles the holder
hereof to certain rights as set forth in a Rights Agreement
between The Dial Corporation and Wells Fargo Bank of Arizona,
N.A., dated as of August 15, 1996 (the "Rights Agreement"), the
terms of which are hereby incorporated herein by reference and a
copy of which is on file at the principal executive offices of
The Dial Corporation. Under certain circumstances, as set forth
in the Rights Agreement, such Rights will be evidenced by
separate certificates and will no longer be evidenced by this
certificate. The Dial Corporation will mail to the holder of
this certificate a copy of the Rights Agreement without charge
after receipt of a written request therefor. UNDER CERTAIN
CIRCUMSTANCES AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED
TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE
RIGHTS AGREEMENT) MAY BECOME NULL AND VOID.
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - ____________ Custodian _________________
(Cust) (Minor)
under Uniform Gifts to Minors
Act___________________________________
(State)
UNIF TRF MIN ACT - ____________ Custodian (until age ________)
(Cust)
______________ under Uniform Transfers
(Minor)
to Minors Act _________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, ____________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------
/ /
- -------------------------------
_________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE)
_________________________________________________________________
_________________________________________________________________
___________________________________________________________Shares
of the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint __________________
_________________________________________________________Attorney
to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated _________________
X_________________________________
X_________________________________
THE SIGNATURE(S) TO THIS ASSIGNMENT
NOTICE: MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER.
Signature(s) Guaranteed
By______________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.
EXHIBIT 5.1
212-859-8272
(FAX: 212-859-8587)
August 14, 1997
The Dial Corporation
15501 North Dial Boulevard
Scottsdale, AZ 85260-1619
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as special counsel for The Dial Corporation, a
Delaware corporation (the "Company"), in connection with the
Registration Statement on Form S-3 ("Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the contemplated issuance by the Company from time to time
of up to U.S. $115,000,000 aggregate public offering price of shares of
the Company's Common Stock, par value $.01 per share (the "Common
Stock"). With your permission, all assumptions and statements of
reliance herein have been made without any independent investigation
or verification on our part except to the extent otherwise expressly
stated, and we express no opinion with respect to the subject matter
or accuracy of such assumptions or items relied upon. Capitalized
terms used herein have the meanings set forth in the Registration
Statement, unless otherwise defined herein.
In connection with this opinion, we have (i) investigated
such questions of law, (ii) examined originals or certified, conformed
or reproduction copies of such agreements, instruments, documents and
records of the Company, such certificates of public officials and such
other documents, and (iii) received such information from officers and
representatives of the Company as we have deemed necessary or
appropriate for the purposes of this opinion. In all examinations, we
have assumed the legal capacity of all natural persons executing
documents, the genuineness of all signatures, the authenticity of
original and certified documents and the conformity to original or
certified copies of all copies submitted to us as conformed or
reproduction copies. As to various questions of fact relevant to the
opinions expressed herein, we have relied upon, and assume the
accuracy of, certificates and oral or written statements and other
information of or from representatives of the Company and others.
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion
that the shares of Common Stock, when the terms of the issuance and
sale thereof have been duly approved by the Board of Directors of the
Company in conformity with the Company's Restated Certificate of
Incorporation, and when issued and delivered against payment therefor
in accordance with the agreement pursuant to which such shares are
sold and for an amount in excess of the par value thereof, will be
validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the General
Corporation Law of the State of Delaware, as currently in effect.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to this
firm under the "Legal Matters" in the Prospectus and "Legal Matters"
in any Prospectus Supplement forming part of the Registration
Statement. In giving such consents, we do not hereby admit that we are
in the category of such persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Stuart H. Gelfond
-------------------------------------
Stuart H. Gelfond
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of The Dial Corporation on Form S-3 of our report dated
February 14, 1997, appearing in the Annual Report on Form 10-K of The
Dial Corporation for year ended December 28, 1996 and to the reference
to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Phoenix, Arizona
August 12, 1997
