<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
The Dial Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0<ho>-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
[Dial Corporation Logo]
April 10, 1998
Dear Stockholder:
You are cordially invited to attend the 1998 Annual Meeting of
Stockholders. The Annual Meeting will be held on Thursday, June 4, 1998, at the
Scottsdale Center for the Arts, 7380 East Second Street, Scottsdale, Arizona,
and will begin promptly at 9:00 a.m., local time. No admission tickets or other
credentials will be required for attendance at the meeting.
Directors and executive officers are expected to be present before and
after the meeting to speak with stockholders. During the meeting, there will be
an opportunity for stockholder questions regarding the affairs of the Company
and for discussion of the business to be considered at the Annual Meeting, as
explained in the Notice and Proxy Statement which follow.
IT IS IMPORTANT THAT YOU VOTE, SIGN AND RETURN THE ENCLOSED PROXY CARD AS
SOON AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
Sincerely,
/s/ Malcolm Jozoff
Malcolm Jozoff
Chairman, President and
Chief Executive Officer
<PAGE> 3
[Dial Corporation Logo]
15501 North Dial Boulevard
Scottsdale, Arizona
85260-1619
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 1998
April 10, 1998
The Annual Meeting of Stockholders of The Dial Corporation, a Delaware
corporation (the "Company"), will be held at the Scottsdale Center for the Arts,
7380 East Second Street, Scottsdale, Arizona, on Thursday, June 4, 1998, at 9:00
a.m. local time, for the following purposes:
1. To elect three Directors of the Company to serve until the Annual
Meeting in 2001 or until their respective successors are elected; and
2. To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
Stockholders of record as of the close of business on April 6, 1998, are
entitled to vote at the Annual Meeting and any adjournment or postponement
thereof.
A copy of the Company's 1997 Annual Report to Stockholders, which includes
audited financial statements, is enclosed. You are cordially invited to attend
the Annual Meeting, but whether or not you expect to attend in person, you are
urged to mark, date and sign the enclosed proxy and return it in the enclosed
prepaid envelope.
By Order of the Board of Directors
/s/ Jane E. Owens
Jane E. Owens
Senior Vice President, General Counsel
and Secretary
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THIS MEETING.
PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD IN THIS RETURN
ENVELOPE AS SOON AS POSSIBLE. THE PROMPT RETURN OF YOUR SIGNED PROXY WILL HELP
THE COMPANY REDUCE THE EXPENSE OF PROXY SOLICITATION.
<PAGE> 4
PROXY STATEMENT
OF
THE DIAL CORPORATION
------------------------
15501 NORTH DIAL BOULEVARD
SCOTTSDALE, ARIZONA 85260-1619
------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 4, 1998
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Dial Corporation, a Delaware
Corporation (the "Company"), for use at the Annual Meeting of Stockholders to be
held on Thursday, June 4, 1998 at 9:00 a.m., local time (the "Annual Meeting" or
the "Meeting"). In addition to the solicitation by mail, proxies may be
solicited in person or by telephone, telecopy or telegraph by directors,
officers or employees of the Company and by representatives of Georgeson &
Company, Inc., a proxy solicitation firm. The Company has agreed to pay
Georgeson & Company, Inc. a fee of $7,500, plus reasonable expenses, for its
services. The Company also will pay all other expenses of solicitation.
The address of the principal executive offices of the Company is 15501
North Dial Boulevard, Scottsdale, Arizona 85260-1619, and the Company's
telephone number is (602) 754-3425. This Proxy Statement and accompanying form
of proxy are expected to be mailed to the stockholders of the Company on or
about April 10, 1998.
BACKGROUND OF THE COMPANY
Prior to August 15, 1996, the business of the Company was operated as the
consumer products business of Viad Corp (then known as The Dial Corp). On August
15, 1996, Viad Corp distributed to its stockholders all of the Company's then
outstanding common stock (the "Spin-off"), causing the Company to become a
separate publicly-traded company.
VOTING AND OUTSTANDING SHARES
Only stockholders of record as of the close of business on April 6, 1998
(the "Record Date") are entitled to notice of and vote at the Annual Meeting and
any adjournment or postponement thereof. Each stockholder of record shall be
entitled to one vote for each share of Common Stock owned on the Record Date as
to each matter presented at the Annual Meeting. As of the Record Date,
102,655,679 shares of the Company's Common Stock, $.01 par value ("Common
Stock"), were outstanding.
Participants in the Company's Capital Accumulation Plan (the "401(k) Plan")
have the right to instruct the Trustees of the 401(k) Plan as to how to vote
shares of Common Stock allocated to their accounts. The enclosed Proxy shall
serve as the voting instruction to the Trustee. The 401(k) Plan provides that
the Trustee shall vote any shares allocated to accounts of participants as to
which instructions have not been received in direct proportion to the voting of
allocated shares as to which voting instructions have been received. In
addition, the 401(k) Plan provides that the Trustee shall vote unallocated
shares of Common Stock held in the Trust in direct proportion to the voting of
allocated shares in the 401(k) Plan as to which voting instructions have been
received.
All properly executed and unrevoked proxies that are received in time for
the Annual Meeting shall be voted at the Meeting, or any adjournments or
postponements thereof, in accordance with the instructions made thereon. If no
instructions are given, the persons acting under the proxies shall vote the
shares represented thereby "FOR" the election of the nominees for Director named
in this Proxy Statement. Any person giving a proxy may revoke it at any time
before it is exercised by sending written notice of revocation to
<PAGE> 5
the Secretary of the Company. In addition, although mere attendance at the
Annual Meeting will not revoke the proxy, a person present at the Annual Meeting
may withdraw his, her or its proxy and vote in person.
The presence in person or by proxy of a majority of the outstanding shares
of Common Stock entitled to vote shall constitute a quorum for the transaction
of business at the Annual Meeting. Shares represented by proxies that withhold
authority to vote for a director nominee or indicate an abstention or a "broker
non-vote" (i.e., shares held by brokers or stockholder nominees as to which (i)
instructions have not been received from the beneficial owners thereof or
persons entitled to vote such shares and (ii) the broker or nominee does not
have the discretionary voting authority on a particular matter with respect to
such shares) will count as shares present and entitled to be voted for purposes
of determining the presence of a quorum.
As of the date of this Proxy Statement, the Company knows of no matters to
be brought before the Annual Meeting other than the election of Directors. If,
however, any other matters properly come before the Meeting, it is intended that
proxies in the accompanying form will be voted thereon in accordance with the
judgment of the persons acting under such proxies.
ELECTION OF DIRECTORS
The Restated Certificate of Incorporation of the Company provides that the
Board of Directors shall consist of three classes of Directors with overlapping
three-year terms. One class of Directors is elected each year with terms
extending to the third annual meeting after such election. The Restated
Certificate of Incorporation provides that the Board shall maintain the three
classes so as to be nearly equal in number as the then total number of Directors
permits.
The four Directors whose terms expire at the Annual Meeting in 1998 are Joe
T. Ford, Dennis C. Stanfill, Barbara S. Thomas and A. Thomas Young. Mr. Stanfill
has indicated that, in accordance with the Company's Bylaws, he will resign as a
Director effective upon the expiration of his term at the Annual Meeting.
Accordingly, the Board has nominated Messrs. Ford and Young and Ms. Thomas for
new three-year terms extending to the annual meeting in 2001 and until their
successors are duly elected. To be elected, each nominee must receive the
affirmative vote of a plurality of the votes cast at the Annual Meeting. While
there is no reason to believe that any of the nominees will, prior to the date
of the Annual Meeting, refuse or be unable to accept the nomination, should any
nominees so refuse or be unable to accept or if any vacancies arise prior to the
Annual Meeting, the persons named in the proxy may vote the shares represented
thereby for such other persons as the Board of Directors may recommend.
Information regarding each nominee for Director is set forth below.
Information regarding Directors whose terms expire in 1999 and 2000 also is set
forth in separate sections below.
2
<PAGE> 6
INFORMATION REGARDING NOMINEES FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
NAME BUSINESS EXPERIENCE, OTHER DIRECTORSHIPS AND AGE
---- ------------------------------------------------
<S> <C>
Joe T. Ford Mr. Ford has been a Director of the Company since 1996, and
is Chairman and Chief Executive Officer and a Director of
ALLTEL Corporation ("ALLTEL"), a telecommunications and
information services company. Mr. Ford became Chief
Executive Officer of ALLTEL in 1987 and Chairman of the
Board in 1991. Age 60
Barbara S. Thomas Ms. Thomas has been a Director of the Company since 1997,
and is President of Warner-Lambert Consumer Healthcare, the
over-the-counter pharmaceuticals business of the
Warner-Lambert Co. Ms. Thomas has over 20 years of
experience as a consumer goods marketer and general manager.
She was with the Pillsbury Company ("Pillsbury") from 1993
to 1997, serving last as President of Pillsbury Canada Ltd.
Prior to joining Pillsbury, Ms. Thomas was Senior Vice
President Marketing for Nabisco Brands, Inc. from 1991 to
1993. Age 48
A. Thomas Young Mr. Young has been a Director of the Company since 1996. Mr.
Young served as Executive Vice President of Lockheed Martin
Corporation from March 1995 to July 1995. From 1990 to March
1995, he was President and Chief Operating Officer of Martin
Marietta Corporation. Mr. Young also is a director of
Potomac Electric Power Co., B.F. Goodrich and Science
Applications International Corp. Age 59
</TABLE>
DIRECTORS CONTINUING IN OFFICE UNTIL 1999
<TABLE>
<CAPTION>
NAME BUSINESS EXPERIENCE, OTHER DIRECTORSHIPS AND AGE
---- ------------------------------------------------
<S> <C>
Herbert M. Baum Mr. Baum has been a Director of the Company since 1997, and
has been Chairman and Chief Executive Officer of Quaker
State Corporation, a producer of motor oils and lubricants,
since 1993. From 1978 to 1992, Mr. Baum was employed by
Campbell Soup Company ("Campbell"). In 1992, he was named
President of Campbell-North and South America. Mr. Baum also
is a director of Meredith Corporation, Whitman Corporation
and Midas International, Inc. Age 61
Donald E. Guinn Mr. Guinn has been a Director of the Company since 1996, and
is Chairman Emeritus of Pacific Telesis Group, a
telecommunications holding company ("PacTel"). Mr. Guinn
served as Chairman and Chief Executive Officer of PacTel
from 1984 through his retirement in 1988. He also is a
director of Pacific Mutual Life Insurance Company and its
affiliates, Pacific LifeCorp and Pacific Life Insurance
Company, and BankAmerica Corporation and its subsidiary,
Bank of America, NT&SA. Age 65
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
NAME BUSINESS EXPERIENCE, OTHER DIRECTORSHIPS AND AGE
---- ------------------------------------------------
<S> <C>
Malcolm Jozoff Mr. Jozoff has been Chairman of the Board, President and
Chief Executive Officer of the Company since the Company's
formation in 1996. Prior to joining the Company, Mr. Jozoff
served as President and Chief Executive Officer of the
Consumer Products Business of Viad Corp, positions to which
he was appointed in May 1996. From 1993 to 1995, he was
Chairman and Chief Executive Officer of Lenox, Inc., a
manufacturer of consumer durables. From 1967 to 1992, Mr.
Jozoff was employed by The Procter & Gamble Company, a
manufacturer of consumer products, where, in 1990, he
achieved the positions of President -- Health Care Sector,
Corporate Group Vice President and member of the Executive
Committee. Mr. Jozoff also is a director of Columbia Energy
Group and ChemTrak Incorporated. In 1993, in connection with
a civil proceeding brought by the Securities and Exchange
Commission, Mr. Jozoff consented, without admitting or
denying the allegations, to the entry of an order enjoining
him from violating Section 10(b) of the Securities Exchange
Act of 1934. Age 58
</TABLE>
DIRECTORS CONTINUING IN OFFICE UNTIL 2000
<TABLE>
<CAPTION>
NAME BUSINESS EXPERIENCE, OTHER DIRECTORSHIPS AND AGE
---- ------------------------------------------------
<S> <C>
Joy A. Amundson Ms. Amundson has been a Director of the Company since 1997,
and is Senior Vice President of Abbott Laboratories, a
diversified health care products and services company, and
President of Ross Laboratories. She has held a number of
other management positions since joining Abbott in 1982. Ms.
Amundson serves on the Board of the National Committee for
Quality Healthcare and is Chairman of the Board of Lutheran
General Hospital. Age 43
Thomas L. Gossage Mr. Gossage has been a Director of the Company since 1996.
Mr. Gossage retired as Chairman and Chief Executive Officer
of Hercules Incorporated, a worldwide producer of chemicals
and related products, in January 1997. Mr. Gossage also is a
director of Fluor Corp. and Alliant Techsystems Inc. Age 63
Michael T. Mr. Riordan has been a Director of the Company since 1997,
Riordan and is President and Chief Operating Officer of Fort James
Corporation, a paper products manufacturer. Prior to the
recent merger of Fort Howard Corporation with James River
Corporation, he served as Chairman of the Board, President
and Chief Executive Officer of Fort Howard Corporation, a
paper products manufacturer, where he had been employed
since 1979. Mr. Riordan is a director of Fort James
Corporation and American Medical Security Holdings, Inc. Age
47
</TABLE>
4
<PAGE> 8
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Company's Board of Directors, which held six meetings during 1997,
maintains five Committees: an Executive Committee, an Audit Committee, an
Executive Compensation Committee, a Governance Committee and a Finance
Committee. With the exception of the Executive Committee, the Committees consist
only of non-management, independent Directors.
- The Executive Committee, which held one meeting in 1997, exercises all
the powers of the Board in the management of the business and affairs of
the Company, except as limited by Delaware law, when the Board is not in
session. Messrs. Jozoff, Ford, Gossage and Young and Ms. Amundson are
members of this Committee.
- The Audit Committee, which held four meetings in 1997, recommends
appointment of the Company's independent public accountant and reviews
audit reports, accounting policies, financial statements, internal
auditing reports, internal controls and audit fees. Mses. Amundson and
Thomas and Messrs. Ford and Young are members of this Committee.
- The Executive Compensation Committee, which held six meetings in 1997,
reviews, for recommendation to the Board, salaries and other compensation
awards under various compensation plans, approves salaries and
compensation of Executive Officers and also approves grants under the
Company's 1996 Stock Incentive Plan. Messrs. Young, Gossage, Riordan and
Stanfill are members of this Committee.
- The Governance Committee, which met three times in 1997, establishes the
rules and procedures for Board governance and is responsible for
proposing a slate of Directors for election by the stockholders at each
annual meeting and proposing candidates to fill any vacancies on the
Board. Messrs. Gossage, Baum and Guinn are members of this Committee.
- The Finance Committee, which was created on October 30, 1997, oversees
the financial affairs of the Company and recommends financial actions and
policies to the Board. The Finance Committee did not hold any meetings in
1997. Ms. Thomas and Messrs. Baum, Ford and Guinn are members of this
Committee.
All of the Company's Directors attended at least 75% of the aggregate
number of meetings of the Board and Board Committees on which they served.
5
<PAGE> 9
DIRECTOR COMPENSATION
Directors who are not employees of the Company receive an annual retainer
of $30,000, a fee of $1,500 for each Board meeting attended and a fee of $1,000
for each Committee meeting attended.
Nonemployee Directors may elect to participate in the Company's Directors
Deferred Compensation Plan (the "Directors Plan") under which payment of part or
all of their retainer and fees may be deferred. The Directors Plan provides
participants with the option to defer their compensation in the form of stock
units related to the price of the Company's Common Stock, other investment funds
or cash. Such deferred compensation is payable to the Director or to the
Director's estate or beneficiary, over such period as may be designated, upon
termination of service as a Director. In addition, Directors can elect to
receive deferred compensation in a lump sum upon a Change in Control (as defined
in the Directors Plan).
The Dial Corporation 1996 Stock Incentive Plan (the "1996 Stock Incentive
Plan") provides generally that each Director of the Company who is not an
employee of the Company or any of its subsidiaries or affiliates is entitled,
upon his or her first election as a Director of the Company (the "Initial
Grant"), and thereafter annually each August during such Director's term (the
"Annual Grant"), to receive automatic grants of non-qualified options to
purchase Common Stock of the Company having an exercise price per share of 100%
of the fair market value of the Common Stock at the grant date of such
non-qualified stock option. The number of shares subject to each such Initial
Grant and each such Annual Grant is equal to the amount of the annual retainer
then in effect divided by an amount equal to one third ( 1/3) of such fair
market value at the grant date, rounded to the nearest 100 shares. A Director
elected during the course of a year will receive, upon election, a pro rata
Annual Grant for the year in which such election occurs, based on the number of
full calendar months between the Director's election and the next Annual Grant.
In January 1997, 9,400 non-qualified options to purchase Common Stock were
granted to each of Messrs. Baum and Riordan and Mses. Thomas and Amundson upon
their election to the Board at an exercise price of $14.375, the fair market
value on the date of grant. In August 1997, 5,500 non-qualified options to
purchase Common Stock were granted to each nonemployee Director who was a
Director at such time at an exercise price of $16.5313, the fair market value on
the date of grant.
The Company also provides nonemployee Directors with accidental death and
dismemberment insurance benefits of $300,000 and, in addition, travel accident
insurance benefits of $250,000 when traveling on the Company's business.
Messrs. Ford, Gossage, Stanfill and Young, who were Directors of Viad Corp
at the time of the Spin-off, continue to participate in that company's
Director's Charitable Award Program, which enables each of them to contribute
$100,000 per year to one or more charitable organizations selected by the
Director over a period of 10 years following the Director's death. The program
is funded through the purchase of life insurance on the life of the Director,
with the Company as beneficiary.
6
<PAGE> 10
EXECUTIVE COMPENSATION
The following table sets forth compensation for fiscal years 1995, 1996 and
1997 of those persons who were, at the end of fiscal 1997, the Chief Executive
Officer and the other four most highly compensated Executive Officers of the
Company (the "Named Executive Officers"). Amounts set forth in the table and the
following pages include, if applicable, amounts paid by Viad Corp or its
subsidiaries prior to the Spin-off.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------------------------------------
ANNUAL COMPENSATION LONG-TERM
-------------------------------------- RESTRICTED SECURITIES INCENTIVE
OTHER ANNUAL STOCK UNDERLYING PLAN ALL OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS/SARS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($) ($)(2) ($)(3) (#) $(4) ($)
- --------------------------- ---- -------- ---------- ------------ ---------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Malcolm Jozoff............. 1997 662,500 1,089,812 86,284 272,453 0 0 114,366(5)
Chairman, President and 1996 386,738(6) 450,000(6) 66,834 0 1,053,110 0 79,666
Chief Executive Officer 1995 0 0 0 0 0 0 0
Scott McHenry.............. 1997 280,317 295,734 10,232 73,934 0 0 74,527(7)
Senior Vice President -- 1996 53,813(8) 0 5,318 0 250,000 0 56,339
Sales & Marketing 1995 0 0 0 0 0 0 0
Mark R. Shook.............. 1997 254,808 280,288 1,925 23,124 0 81,682 7,788(9)
Senior Vice President -- 1996 239,643 74,600 55 0 189,910 23,400 7,189
International 1995 221,950 44,400 11,362 0 27,634 0 6,659
Bernhard J. Welle.......... 1997 203,846 274,519 2,750 26,946 0 0 0
Senior Vice President -- 1996 187,071 62,500 55 0 152,330 12,600 4,227
Human Resources 1995 176,224 0 11 0 16,704 0 5
Lowell L. Robertson........ 1997 224,243 250,311 0 0 0 0 0
Senior Vice President -- 1996 105,775(10) 13,500(10) 0 0 167,770 0 0
Controller 1995 0 0 0 0 0 0 0
</TABLE>
- ---------------
(1) The Company's 1997 fiscal year included pay for 53 weeks.
(2) Reflects income tax gross-ups.
(3) The amounts for Messrs. Jozoff, McHenry, Shook and Welle represent deferral
of bonuses under the Company's Management Deferred Compensation Plan. The
amounts are deferred as Dial Restricted Stock Units ("DRSUs") and are
purchased at a 20% discount of the fair market value ("FMV") of the
Company's Common Stock based on the date the bonus is deferred. The DRSUs
vest over a three-year period, cannot be diversified during that timeframe
and are not available for payment until after the third plan year. The
deferral date for purposes of the Plan was January 28, 1998 and the FMV of
the Company's Common Stock on that date was $20.6563. As a result, Messrs.
Jozoff, McHenry, Shook and Welle purchased an additional 13,190, 3,579,
1,119 and 1,304 DRSUs, respectively. Mr. Robertson retired as of December
31, 1997 and did not participate in the Management Deferred Compensation
Plan. The Company has instituted this Plan to assist participants in
complying with the Company's stock ownership guidelines.
(4) Reflects payments made in connection with the Viad Performance Based Stock
Plan and the Viad Performance Unit Incentive Plan. Dividends are paid on
performance-based stock at the same rate as paid to all stockholders. On
January 3, 1998, Mr. Shook held 2,900 shares of Company performance-based
stock and 2,900 shares of Viad Corp performance-based stock with an
aggregate market value of $117,813.
(5) Includes relocation reimbursement of $102,366, a 401(k) Plan match of $4,800
and a supplemental 401(k) Plan match of $7,200.
(6) Reflects compensation for approximately seven months.
(7) Includes a 401(k) Plan match of $1,586 and a relocation reimbursement of
$72,941.
(8) Represents compensation for approximately two months.
(9) Includes a 401(k) Plan match of $2,577 and a supplemental 401(k) match of
$5,211.
(10) Represents compensation for approximately six months.
7
<PAGE> 11
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The Company did not grant any stock options or stock appreciation rights to
any of the Named Executive Officers during fiscal 1997.
AGGREGATED STOCK OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information concerning stock options
exercised during fiscal 1997 and the fiscal year-end value of unexercised
options with respect to the Named Executive Officers.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED AT FY-END(#) AT FY-END($)(1)
ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Malcolm Jozoff........... 0 0 419,776 633,334 3,072,031 4,688,453
Scott McHenry............ 0 0 83,333 166,667 629,456 1,258,919
Mark R. Shook............ 13,437 114,909 194,553 126,608 1,996,666 979,731
Bernhard J. Welle........ 0 0 199,601 101,554 2,270,109 785,542
Lowell L. Robertson(2)... 0 0 167,770 0 1,297,506 0
</TABLE>
- ---------------
(1) Represents the amount by which the closing price of the Company's Common
Stock exceeded the exercise prices of unexercised options at the end of
fiscal 1997.
(2) Mr. Robertson's options became fully exercisable upon his retirement from
the Company.
8
<PAGE> 12
PENSION PLANS
The following table shows estimated annual retirement benefits payable to a
covered participant who retires at age 65 or later, for the years of service and
remuneration level indicated, under The Dial Corporation Retirement Income Plan
and the schedule of The Dial Corporation Supplemental Pension Plan, which
prevents the loss of pension benefits otherwise payable except for the
limitations of Section 415 of the Internal Revenue Code (the "Code"). The
remuneration covered by the Retirement Plan is annual salary and annual bonus,
as reported in the Pension Plan Table below. The final remuneration will be
calculated on the basis of the average of the participant's last five years of
covered remuneration prior to retirement.
PENSION PLAN TABLE(1)(2)
<TABLE>
<CAPTION>
YEARS OF SERVICE(3)
-----------------------------------------
REMUNERATION 15 20 25 30(4)
- ------------ ------- ------- --------- ---------
<S> <C> <C> <C> <C>
200,000 50,302 67,070 83,837 100,604
225,000 56,865 75,820 94,775 113,729
250,000 63,427 84,570 105,712 126,854
300,000 76,552 102,070 127,587 153,104
400,000 102,802 137,070 171,337 205,604
500,000 129,052 172,070 215,087 258,104
600,000 155,302 207,070 258,837 310,604
700,000 181,552 242,070 302,587 363,104
800,000 207,802 277,070 346,337 415,604
900,000 234,052 312,070 390,087 468,104
1,000,000 260,302 347,070 433,837 520,604
1,100,000 286,552 382,070 477,587 573,104
1,200,000 312,802 417,070 521,337 625,604
1,300,000 339,052 452,070 565,087 678,104
1,400,000 365,302 487,070 608,837 730,604
1,500,000 391,552 522,070 652,587 783,104
1,600,000 417,802 557,070 696,337 835,604
1,700,000 444,052 592,070 740,087 888,104
1,800,000 470,302 627,070 783,837 940,604
1,900,000 496,552 662,070 827,587 993,104
2,000,000 522,802 697,070 871,337 1,045,604
</TABLE>
- ---------------
(1) The Code and the Employee Retirement Income Security Act ("ERISA") limit the
annual benefits which may be paid from a tax-qualified retirement plan. As
permitted by the Code and ERISA, the Company has a supplemental plan which
authorizes the payment of benefits calculated under provisions of the
retirement plan which may be above the limits permitted under the Code and
ERISA for those executives entitled to participate in the supplemental plan.
(2) Benefits are computed on a single-life annuity basis. Such benefits reflect
a reduction to recognize some of the Social Security benefits to be received
by the employee. The amounts set forth are before any adjustment for joint
and survivorship provisions, which would reduce, in some cases, the amounts
shown in the table.
(3) The number of credited years of service for Messrs. Jozoff, Shook, McHenry,
Welle and Robertson are 2, 15, 1, 10 and 1, respectively. Estimated
retirement benefits for Messrs. Jozoff, Shook, McHenry, Welle and Robertson
are $370,249*, $216,747, $169,199, $155,860 and $3,908, respectively. Mr.
Robertson retired on December 31, 1997.
(4) The Company's Retirement Income Plan limits the years of service credited
for purposes of calculating benefits to a maximum of 30 years. The Company's
Supplemental Pension Plan contains similar limits.
* Assumes one extra year of service for each year of credited service after
three years of employment projected to age 65, pursuant to Mr. Jozoff's
employment agreement.
9
<PAGE> 13
EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS
On August 11, 1997, the Company entered into a restated employment
agreement with Mr. Jozoff, providing for Mr. Jozoff to serve as Chairman,
President and Chief Executive Officer of the Company through May 12, 1999. Under
the employment agreement, Mr. Jozoff receives an annual base salary of $650,000
and is eligible to receive an annual bonus and stock options from the Company in
accordance with the provisions of the Company's Annual Incentive Plan and Stock
Incentive Plan. In addition, Mr. Jozoff is eligible to participate in all
employee benefit plans of the Company available to senior executives, and, if
Mr. Jozoff is still employed by the Company at the end of the term of the
employment agreement, for purposes of his pension benefits, he will receive,
retroactively and until termination of his employment, two years of employment
credit toward retirement for each year employed.
The employment agreement may be terminated by the Company upon the
disability of Mr. Jozoff or for any reason upon a unanimous vote of the Board
(excluding Mr. Jozoff). If the Board elects to terminate the employment
agreement upon unanimous vote, Mr. Jozoff is entitled to receive his base salary
and benefits through the remaining term of the agreement and any accrued bonuses
or options through the date of termination.
The Company has entered into an executive severance agreement with each of
the Named Executive Officers and certain other officers which provides that, if
within two years after a change in control of the Company their employment
terminates involuntarily or they leave for a good reason (as defined), or
voluntarily, during the 30-day period following the first anniversary of the
change in control, they will receive three times their salary, incentive
payments and fringe benefits. The agreements also provide a tax gross-up feature
so that such officers do not have to pay excise taxes imposed on such payments.
The officers also will be credited with three additional years of service under
the Company's retirement plans.
Under the Company's 1996 Stock Incentive Plan, all outstanding stock
options will vest in full and be immediately exercisable by the optionees upon a
Change in Control (as defined). Under the Company's Annual Incentive Plan, all
participants are entitled to a pro-rata portion of their targeted award upon a
Change in Control (as defined). Under the Company's Deferred Compensation Plans,
participants may elect to have their deferred compensation paid in full upon a
Change in Control (as defined).
EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Executive Compensation Committee of the Board of Directors (for
purposes of this report, the "Committee") is composed entirely of independent
outside directors, none of whom is a current officer or employee of the Company
or its subsidiaries. The Committee is responsible for the establishment of
policies governing and for the implementation, administration and interpretation
of all aspects of executive compensation, which includes base salary, annual
incentives and equity-based incentives. The Committee also evaluates executive
performance and oversees the development of management succession plans.
COMPENSATION POLICIES
The Committee reviews the compensation of Executive Officers on an ongoing
basis, developing and implementing plans to serve the following objectives:
- Support, communicate and drive achievement of the Company's business
strategies and goals;
- Attract and retain the highest caliber Executive Officers by providing
compensation opportunities comparable to those offered by other firms
with whom the Company competes for business and talent;
- Motivate high performance among all employees in an entrepreneurial,
incentive-driven culture, free of any sense of entitlement;
- Closely align the interests of Executive Officers and all employees with
stockholders' interests;
- Promote and maintain high ethical standards and business practices; and
- Reward results achieved short term and in the long term creation of
stockholder value.
10
<PAGE> 14
The Committee believes that the Company has adopted demanding,
stockholder-sensitive compensation programs to motivate its executives to
maximize stockholder value. The Company achieved outstanding net sales growth,
operating margin improvement and asset turnover in 1997, contributing to the
creation of approximately $630 million of stockholder value in 1997. The
Committee believes that the Company's implementation of pay-for-performance
compensation programs was an important factor in the Company's outstanding
performance in 1997.
The Committee intends that executive compensation be determined and
administered on the basis of total compensation, rather than on separate
free-standing components. The Committee has sought to create an integrated total
compensation program structured to balance appropriately short- and long-term
business and financial strategic goals. A significant amount of total pay for
Executive Officers is comprised of at-risk pay to align executive interests with
stockholder interests and directly tie compensation value to performance. The
Committee has established stock ownership guidelines for executives (one to
three times base salary depending upon organizational level) to establish
expectations for building beneficial stock holdings over time. Encouraging a
personal proprietary interest provides Executive Officers with a close
identification with the Company and aligns executives' interests with those of
stockholders. This promotes a continuing focus on building profitability and
stockholder value.
As part of its overall compensation philosophy, the Committee has
determined that the appropriate total compensation for Executive Officers should
be targeted at the 50th percentile with the opportunity to meet or exceed the
75th percentile based on superior performance. Consistent with its desire to
support a pay-for-performance environment, the Committee has determined that
base salaries should be targeted at the 50th percentile.
In its deliberations, the Committee utilizes the services of an independent
consulting firm with experience in executive compensation matters, as well as
historical marketplace survey data. The data provided compares the Company's
compensation practices to a group of comparative companies. The Company's market
for compensation comparison purposes is comprised of a group of companies (the
"Comparative Group") that tend to have national and international business
operations and sales volumes, market capitalizations, employment levels and
lines of business similar to those of the Company. The Committee reviews and
approves the selection of companies used for compensation comparison purposes.
Substantially all of the companies chosen for the Comparative Group are among
the companies that comprise the peer group index in the Stock Price Performance
Graph included in this Proxy Statement. However, the Committee believes that the
Company's most direct competitors for executive talent are not necessarily
restricted to the companies that would be included in a peer group established
for comparing stockholder returns.
BASE SALARIES
The Committee regularly reviews each Executive Officer's base salary. Base
salaries are targeted at market levels. Base salaries for Executive Officers are
initially determined by evaluating executives' levels of responsibility, prior
experience, breadth of knowledge, internal equity issues and external pay
practices. Base salaries offer security to executives and allow the Company to
attract competent executive talent and maintain a stable management team. They
also allow executives to be rewarded for individual performance based on the
Company's evaluation process, which encourages the development of executives.
In connection with a three-year front-loaded grant of stock options (as
described below under "Equity-Based Incentives") and consistent with the
Company's determined objective to build a performance-driven culture free of
entitlement expectations, the Company adopted a three-year salary freeze for
employees with salaries above $75,000. Target bonus percentages increase each
year of the salary freeze to ensure that the Company maintains a competitive
total cash compensation opportunity relative to the Comparative Group.
When given, increases to base salaries are driven primarily by individual
performance. Individual performance is evaluated based on sustained levels of
individual contribution to the Company. The Committee considers the executive's
efforts in promoting the Company's objectives; continuing educational and
management training; improving product quality; developing relationships with
customers, suppliers and employees; demonstrating leadership abilities among
co-workers and other goals.
11
<PAGE> 15
ANNUAL INCENTIVES
In November 1996, the Committee adopted The Dial Corporation Annual
Incentive Plan, effective January 1, 1997 (the "Annual Incentive Plan"). The
Annual Incentive Plan promotes the Company's pay-for-performance philosophy by
providing all non-union employees, including executives, with direct financial
incentives in the form of annual cash bonuses to achieve Company and individual
performance goals. Annual bonus opportunities allow the Company to communicate
specific goals that are of primary importance during the coming year and
motivate executives to achieve these goals.
Each year, the Committee will establish specific goals relating to each
executive's bonus opportunity. Eligible executives will be assigned threshold,
target and maximum bonus levels based on a percentage of base salary. Executives
earn bonuses to the extent preestablished goals are achieved, although the
Committee has retained the discretion to adjust awards in certain cases, if
appropriate.
The Committee has determined that participants' awards will be based 70% on
Company performance and 30% on individual performance. Company goals are based
on net sales growth, operating margin and asset turnover for the year.
Individual performance is based on quantifiable performance measures; however,
no bonus is paid unless the predetermined thresholds for overall Company goals
are reached.
Performance goals are considered by the Committee to be challenging, but
achievable. For 1997, the Committee established targets at levels which were
significantly above the Company's results achieved in prior years. The Committee
increased the performance targets to reflect the purchase economics relating to
a significant acquisition in Argentina. The Company's performance in 1997
exceeded the maximum performance levels established by the Committee at the
beginning of the year and as increased during the year. The amounts shown in the
Summary Compensation Table reflect the amounts payable to the Named Executive
Officers in accordance with the Annual Incentive Plan.
The Chief Executive Officer's bonus award for 1997 reflected maximum
achievement of the Company and individual portions of his opportunity. In
assessing the results achieved by management during 1997, the Committee
recognized the extraordinary work performed and resultant value created for the
Company's stockholders by the Chief Executive Officer and others. The Company
achieved core business revenue growth of 7.0%, divested non-strategic
businesses, made a significant acquisition in Argentina, improved operating
margin by three points, increased earnings per share by 24%, paid down $206
million of debt and completed a successful equity offering. Total return to
stockholders in fiscal 1997 (including reinvested dividends) was approximately
48.92%, resulting in the creation of approximately $630 million in stockholder
value.
EQUITY-BASED INCENTIVES
In keeping with the Company's commitment to provide a total compensation
package which favors at-risk components of pay, long-term incentives (consisting
primarily of stock options) comprise the largest portion of an executive's total
compensation package. When awarding long-term incentives, the Committee
considers the executive's level of responsibility, prior experience, historical
award data, various performance criteria and compensation practices of the
Comparative Group. The Committee's objective is to provide executives with
long-term incentive award opportunities that are at a competitive market level.
In certain instances, the Committee may provide individuals with long-term
incentive award opportunities that are above or below market level based on an
executive's experience and actual performance.
Stock options have been granted at an option price not less than the fair
market value of the Common Stock on the date of grant. Accordingly, stock
options have value only if the stock price appreciates from the date the options
are granted. This plan focuses executives on the creation of stockholder value
over the long term and encourages equity ownership in the Company. In 1996, in
an effort to align the interests of the Company's executives with the interests
of the Company's stockholders following the Spin-off, the Committee decided to
provide executives with a front-loaded grant of stock options (three times a
normal grant) with performance based vesting. It is the Committee's intention
not to make further grants of stock options to those who received such
front-loaded grants prior to 1999, except in the case of an Executive Officer's
promotion or significant increase in responsibility. The front-loaded stock
options have an exercise price equal to the fair market value of the Company's
Common Stock on the date of grant. After one year, one-third of the options
12
<PAGE> 16
become exercisable when the average closing market price over 20 consecutive
days equals or exceeds 133% of the option price, two-thirds when such price
equals or exceeds 167% of the option price and 100% when such price equals or
exceeds 200% of the option price. In the event that the stock price objectives
are not met, the options will not fully vest until five years from the date of
grant. The term of the options is 10 years. As a substitute for long-term
incentive plans discontinued after the Spin-off, an additional grant of
non-qualified options was awarded to the Executive Officers of the Company.
These options have the same vesting provisions as those described above.
The Company amended its Management Deferred Compensation Plan to permit
eligible participants to elect deferral of a portion of base salary and annual
incentive awards. Among the investment choices offered are Company stock units
that may be acquired at a 20% discount to market on a pre-tax basis. Company
stock units representing the 20% discount generally are subject to a three-year
cliff vesting provision requiring continued future employment and retention of
the underlying Company stock units representing the pre-tax investment for such
period. The Committee believes this program will facilitate the acquisition and
retention of Company stock and provide an opportunity for executives to satisfy
the Company's stock ownership guidelines, thereby further aligning executives'
interests with the Company's stockholders.
INTERNAL REVENUE CODE SECTION 162(m) CONSIDERATIONS
Section 162(m) of the Code provides that executive compensation in excess
of $1 million will not be deductible for purposes of corporate income tax unless
it is performance-based compensation and is paid pursuant to a plan meeting
certain requirements of the Code. The Committee intends to continue increased
reliance on performance-based compensation programs. Such programs will be
designed to fulfill, in the best possible manner, future corporate business
objectives. The Committee currently anticipates that to the extent practicable
and in the Company's best interest such programs will be designed to satisfy the
requirements of Section 162(m) with respect to the deductibility of compensation
paid. The Committee recognizes that there may be business considerations that
dictate that compensation may be paid that is not deductible under Section
162(m).
EXECUTIVE COMPENSATION COMMITTEE
A. Thomas Young (Chairman)
Thomas L. Gossage
Michael T. Riordan
Dennis C. Stanfill
13
<PAGE> 17
STOCK PRICE PERFORMANCE GRAPH
The following graph compares cumulative total stockholder returns for the
Company with the cumulative total return of the S&P Consumer Products -- Staples
Composite Index and the S&P 500 Stock Index. This graph covers the period of
time from August 16, 1996, the date following the Spin-off, through January 2,
1998, the last trading date of the Company's 1997 fiscal year. This graph
assumes that $100 was invested on August 16, 1996 and all dividends were
reinvested.
<TABLE>
<CAPTION>
Measurement Period The Dial S&P Consumer
(Fiscal Year Covered) Corporation Products-Staples S&P 500
<S> <C> <C> <C>
8/16/96 100.00 100.00 100.00
12/27/96 110.80 112.10 115.00
1/2/98 165.00 148.00 150.40
</TABLE>
14
<PAGE> 18
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors, Executive Officers and persons who own more than 10% of a registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC").
Directors, Executive Officers and greater than 10% stockholders are required to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely upon a review of the copies of such forms furnished to the Company, or
written representations that no Forms 5 were required, the Company believes that
during fiscal 1997 all of the Company's Directors, Executive Officers and
greater than 10% beneficial owners complied with all Section 16(a) filing
requirements.
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of March 6, 1998,
regarding those persons known to the Company to be the beneficial owners of more
than 5% of the Company's outstanding Common Stock.
<TABLE>
<CAPTION>
AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP CLASS
---------------- -------------------- ----------
<S> <C> <C>
John Hancock Subsidiaries, Inc.............................. 5,325,000(1) 5.2%
John Hancock Place
P. O. Box 111
Boston, Massachusetts 02117
Morgan Stanley, Dean Witter, Discover & Co.................. 5,152,588(2) 5.0%
1585 Broadway
New York, New York 10036
</TABLE>
- ---------------
(1) The ownership information set forth herein is based in its entirety on
material contained in a Schedule 13G, dated February 10, 1998, filed with
the SEC by John Hancock Mutual Life Insurance Company, John Hancock
Subsidiaries, Inc., Independence Investment Associates, Inc. and John
Hancock Advisors, Inc. With respect to the shares held, John Hancock
Subsidiaries, Inc. has sole voting and dispositive power with respect to
4,987,800 shares owned by its wholly-owned subsidiary Independence
Investment Associates, Inc. and 337,200 shares owned by its wholly-owned
subsidiary John Hancock Advisors, Inc.
(2) The ownership information set forth herein is based in its entirety on
material contained in a Schedule 13G, dated February 11, 1998, filed with
the SEC by Morgan Stanley, Dean Witter, Discover & Co. and its wholly-owned
subsidiary Van Kampen American Capital Asset Management, Inc. According to
the Schedule 13G, Morgan Stanley, Dean Witter, Discover & Co. and Van Kampen
American Capital Asset Management, Inc. have shared voting and dispositive
power over 147,588 and 5,005,000 shares, respectively.
15
<PAGE> 19
COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
To further align management's interests with those of the Company's
stockholders, the Company has adopted comprehensive stock ownership guidelines
for Directors and management of the Company. The guidelines provide for
ownership of shares of the Company's Common Stock equal to: (i) three times the
annual retainer for Directors, (ii) three times base salary for the President
and Chief Executive Officer, (iii) two times base salary for all Senior Vice
Presidents and (iv) one times base salary for all other members of management.
Stock-based forms of compensation are counted in determining compliance with the
Company's stock ownership guidelines.
The following table sets forth the number of shares of the Company's Common
Stock beneficially owned by the Directors, the Named Executive Officers and all
Directors and Executive Officers as a group, as of March 6, 1998.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME OWNERSHIP(1) CLASS
---- ------------ ----------
<S> <C> <C>
Joy A. Amundson............................................. 7,314 *
Herbert M. Baum............................................. 7,452 *
Joe T. Ford................................................. 79,808 *
Thomas L. Gossage........................................... 64,627 *
Donald E. Guinn(2).......................................... 86,773 *
Malcolm Jozoff.............................................. 758,271 *
Scott McHenry............................................... 174,907 *
Michael T. Riordan.......................................... 6,281 *
Lowell L. Robertson......................................... 168,770 *
Mark R. Shook (2)........................................... 278,128 *
Dennis C. Stanfill.......................................... 75,306 *
Barbara S. Thomas........................................... 6,267 *
Bernhard J. Welle(2)........................................ 255,916 *
A. Thomas Young............................................. 110,233 *
All Directors and Executive Officers as a Group (18
persons).................................................. 2,324,580 2.2%
</TABLE>
- ---------------
(1) Includes shares of Common Stock subject to options which are presently
exercisable or will become exercisable within 60 days as well as Dial
restricted stock units ("DRSUs"). The number of shares of Common Stock
subject to such exercisable options and DRSUs, respectively, include 4,700
and 1,614 held by Ms. Amundson; 4,700 and 1,752 held by Mr. Baum; 62,520 and
9,288 held by Mr. Ford; 40,521 and 22,106 held by Mr. Gossage; 79,951 and
5,822 held by Mr. Guinn; 590,079 and 52,759 held by Mr. Jozoff; 136,186 and
14,317 held by Mr. McHenry; 4,700 and 581 held by Mr. Riordan; 167,770 and 0
held by Mr. Robertson; 242,190 and 4,744 held by Mr. Shook; 67,131 and 1,175
held by Mr. Stanfill; 4,700 and 567 held by Ms. Thomas; 237,711 and 5,218
held by Mr. Welle; 62,520 and 45,713 held by Mr. Young and 1,859,861 and
197,704 held by all Directors and Executive Officers as a group.
(2) The following individuals share voting and dispositive powers with respect
to the indicated number of shares of Common Stock: Mr. Guinn -- 1,000
shares; Mr. McHenry -- 9,420 shares; Mr. Shook -- 25,295 shares; Mr.
Welle -- 5,892 shares. All of the other individuals have sole voting and
dispositive powers with respect to their shares.
* Less than one percent
INDEPENDENT PUBLIC ACCOUNTANTS
The principal independent public accounting firm used by the Company during
fiscal 1997 was Deloitte & Touche LLP. It is currently contemplated that
Deloitte & Touche LLP will be retained as the principal accounting firm of the
Company in 1998. A representative of that firm will attend the Annual Meeting
and will have an opportunity to make a statement if he or she desires and will
be available to respond to appropriate questions.
16
<PAGE> 20
STOCKHOLDER PROPOSALS AND OTHER INFORMATION
From time to time stockholders may submit proposals which they intend to
present at the Annual Meeting, and which may be proper subjects for inclusion in
the Proxy Statement and form of proxy. To be considered for inclusion in the
Proxy Statement, proposals must be submitted on a timely basis. Proposals
intended to be presented at the 1999 Annual Meeting of Stockholders must be
received by the Company no later than December 11, 1998. Any such proposals, as
well as any questions related thereto, should be directed to the Secretary of
the Company.
In the event a stockholder wishes to nominate a candidate for election as a
Director, or wishes to propose any other matter for consideration at the
stockholder meeting, other than proposals covered by the first paragraph of this
section, written notice of such stockholder's intent to make such nomination or
request such other action must be given to the Secretary of the Company, The
Dial Corporation, 15501 North Dial Boulevard, Scottsdale, Arizona 85260-1619,
pursuant to certain procedures set out in the Company's Bylaws, a copy of which
is available upon request from the Secretary of the Company. The Chairman of the
Annual Meeting of Stockholder's may refuse to acknowledge the nomination of any
person or the request for such other action not made in compliance with the
foregoing procedure.
OTHER BUSINESS
The Board of Directors knows of no other matters to be brought before the
Annual Meeting. If any other business should properly come before the Annual
Meeting, the persons appointed in the enclosed proxy have discretionary
authority to vote in accordance with their best judgment.
By Order of the Board of Directors
/s/ Jane E. Owens
Jane E. Owens
Senior Vice President, General Counsel
and Secretary
17
<PAGE> 21
PROXY PROXY
THE DIAL CORPORATION
C/O HARRIS TRUST & SAVINGS BANK, P.O. BOX 830, CHICAGO, ILLINOIS 60690
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Malcolm Jozoff, A. Thomas Young and Joy A.
Amundson, and each of them, to have all the powers hereunder, including full
power of substitution, as Proxies for the undersigned to vote as indicated
below, at the Annual Meeting of Stockholders of The Dial Corporation (the
"Corporation") to be held on Thursday, June 4, 1998, and at any adjournments or
postponements thereof, all shares of stock which the undersigned is entitled to
vote, with all voting rights the undersigned would have if personally present.
This card also provides voting instructions for shares of the Corporation held
for the account of the undersigned, if any, under the 401(k) plans of the
Corporation.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
ALL OF THE NOMINEES FOR DIRECTOR IDENTIFIED IN PROPOSAL 1.
PLEASE COMPLETE, SIGN AND DATE ON REVERSE SIDE AND
RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
- ------------------------------------------------------------------------------
DETACH HERE BEFORE MAILING TOP PORTION
<PAGE> 22
THE DIAL CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/
The Board of Directors recommends a vote FOR:
1. Election of directors whose terms expire in 2001:
Nominees: Joe T. Ford, Barbara S. Thomas and A. Thomas Young.
For All
For Withhold Except Nominee(s)
All All Written Below
/ / / / / /
----------------------------------
(Except nominee(s) written above.)
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting of any adjournments
thereof.
Dated: ____________________________, 1998
_________________________________________
Signature
_________________________________________
Signature, if held jointly
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
- ------------------------------------------------------------------------------
