<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
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.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 0-11:(1)
------------------------------------------------------------------------
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.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
[Dial Corporation Logo]
April 14, 1999
Dear Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of
Stockholders. The Annual Meeting will be held on Thursday, June 3, 1999, 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, stockholders
will have an opportunity to ask questions regarding the affairs of the Company
and to discuss 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 EITHER BY CALLING THE TOLL-FREE TELEPHONE
NUMBER LISTED ON THE ENCLOSED PROXY CARD OR BY SIGNING AND RETURNING 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 3, 1999
April 14, 1999
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 3, 1999, 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 2002 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 5, 1999, are
entitled to vote at the Annual Meeting and any adjournment or postponement
thereof.
A copy of the Company's 1998 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 may
vote your shares via a toll-free telephone number listed on the enclosed proxy
card or you may sign, date and mail the enclosed proxy card in the envelope
provided. Instructions regarding both methods of voting are contained on the
proxy card.
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 VOTE YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER LISTED ON THE
ENCLOSED PROXY CARD OR COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD IN
THE ENCLOSED RETURN ENVELOPE AS SOON AS POSSIBLE. THE PROMPT VOTING OF YOUR
SHARES 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 3, 1999
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 3, 1999 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 $5,500 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 14, 1999.
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 5, 1999
(the "Record Date") are entitled to notice of and to 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,
102,825,722 shares of the Company's Common Stock, $.01 par value ("Common
Stock"), were issued and 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.
In the election of Directors, the three candidates receiving the highest
number of affirmative votes will be elected as Directors. The three Directors
whose terms expire at the Annual Meeting in 1999 are Herbert M. Baum, Donald E.
Guinn and Malcolm Jozoff. Accordingly, the Board has nominated Messrs. Baum,
Guinn and Jozoff for new three-year terms extending to the annual meeting in
2002 and until their successors are duly elected. 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 2000 and 2001 also is set
forth in separate sections below. A. Thomas Young recently resigned as a
Director of the Company for personal reasons. Mr. Young's term would have
expired in 2001.
2
<PAGE> 6
INFORMATION REGARDING NOMINEES FOR ELECTION AS DIRECTORS
<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
is President and Chief Operating Officer and a Director of
Hasbro, Inc., a manufacturer and marketer of toy products.
Mr. Baum served as Chairman and Chief Executive Officer of
Quaker State Corporation from 1993 to January 1999. 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,
Fleming Companies, Inc., Pennzoil-Quaker State Company and
Midas, Inc. Age 62
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 Bank of America Corporation. Age 66
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 the Columbia
Energy Group. Age 59
</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 also is Chairman of the Board of Lutheran General
Hospital. Age 44
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 Corporation and Alliant Techsystems Inc.
Age 64
Michael T. Mr. Riordan has been a Director of the Company since 1997.
Riordan From August 1997 to August 1998, Mr. Riordan served as
President and Chief Operating Officer of Fort James
Corporation, a paper products manufacturer. Prior to the
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 from
1992 to 1997. Mr. Riordan also is a director of American
Medical Security Group, Inc. Age 48
</TABLE>
3
<PAGE> 7
DIRECTORS CONTINUING IN OFFICE UNTIL 2001
<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. Mr. Ford also is a director of Textron Inc.
Age 61
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 Company. 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 49
Salvador M. Mr. Villar has been a Director of the Company since June
Villar 1998, and is President and Chief Executive Officer of
California Commerce Bank ("CCB"), the U.S. banking arm of
Banco Nacional de Mexico ("Banamex"), and has been with CCB
since 1981. Mr. Villar started his banking career in Mexico
as a commercial lender and later became Vice President of
Corporate Lending at Banamex. Mr. Villar also is Vice
Chairman and Chair of the Executive Committee of Banco
Bansud, S.A. Age 48
</TABLE>
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Company's Board of Directors, which held six meetings during 1998,
maintains five Committees: an Executive Committee, an Audit Committee, an
Executive Compensation Committee, a Finance Committee and a Governance
Committee. With the exception of the Executive Committee, the Committees consist
only of non-management, independent Directors.
- The Executive Committee, which held no meetings in 1998, 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 Riordan and Ms. Amundson are
members of this Committee.
- The Audit Committee, which held four meetings in 1998, 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. Gossage and Villar are members of this Committee.
- The Executive Compensation Committee, which held seven meetings in 1998,
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. Riordan, Baum and Guinn and
Ms. Amundson are members of this Committee.
- The Finance Committee, which held five meetings in 1998, oversees the
financial affairs of the Company and recommends financial actions and
policies to the Board. Messrs. Ford, Guinn and Villar and Ms. Thomas are
members of this Committee.
- The Governance Committee, which held five meetings in 1998, 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, Ford and Riordan 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.
4
<PAGE> 8
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. In addition, each Chairperson of a Board
Committee is paid an additional annual retainer of $2,500. Directors also are
paid a fee of $1,000 for each meeting they attend with management to prepare for
Board and Committee meetings, as well as for other Board-related services
performed by Directors. In 1998, Mr. Young received $5,000 of such fees.
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. This 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. 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 annually on 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
options. 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, an Initial Grant and 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 June 1998, upon his election to the Board of Directors, 4,000
non-qualified options to purchase Common Stock were granted to Salvador M.
Villar at an exercise price of $24.3750, the fair market value on the date of
grant. In August 1998, 3,900 non-qualified options to purchase Common Stock were
granted to each nonemployee Director at an exercise price of $23.1563, 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 and Guinn, 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 $100,000 per
year to one or more charitable organizations selected by the Director over a
period of 10 years following the Director's death. The program is funded through
the purchase of life insurance on the life of the Director, with the Company as
beneficiary.
5
<PAGE> 9
EXECUTIVE COMPENSATION
The following table sets forth compensation for fiscal years 1996, 1997 and
1998 of those persons who were, at the end of fiscal 1998, the Chief Executive
Officer and the other four most highly compensated Executive Officers of the
Company (the "Named Executive Officers"). Amounts set forth in the table and the
following pages include, if applicable, amounts paid by Viad Corp or its
subsidiaries prior to the Spin-off.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------------------------------------
ANNUAL COMPENSATION LONG-TERM
------------------------------------ RESTRICTED SECURITIES INCENTIVE
OTHER ANNUAL STOCK UNDERLYING PLAN ALL OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS/SARS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($)(2) (#) ($)(3) ($)
- --------------------------- ---- ------- --------- ------------ ---------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Malcolm Jozoff............... 1998 650,000 619,222 11,531 154,806 0 0 26,343(4)
Chairman, President and 1997 662,500 1,089,812 86,284 272,453 0 0 114,366
Chief Executive Officer 1996 386,738 450,000 66,834 0 1,053,110 0 79,666
Susan J. Riley............... 1998 275,000 215,762 1,693 30,321 0 0 2,266(6)
Senior Vice President and 1997 101,548(5) 119,320(5) 17,419 29,830 176,544 0 43,745
Chief Financial Officer 1996 0 0 0 0 0 0 0
Mark R. Shook................ 1998 250,000 146,869 0 9,375 0 96,418 7,498(7)
Senior Vice President -- 1997 254,808 280,288 1,925 23,124 0 81,682 7,788
International 1996 239,643 74,600 55 0 189,910 23,400 7,189
Jane E. Owens................ 1998 220,000 146,570 6,829 36,642 0 0 13,723(9)
Senior Vice President 1997 149,769(8) 175,979(8) 5,004 21,997 150,062 0 11,728
and General Counsel 1996 0 0 0 0 0 0 0
Bernhard J. Welle............ 1998 200,000 139,545 0 6,250 0 0 4,800(10)
Senior Vice President -- 1997 203,846 274,519 2,750 26,946 0 0 0
Human Resources 1996 187,071 62,500 55 0 152,330 12,600 4,227
</TABLE>
- ---------------
(1) Reflects income tax gross-ups.
(2) The amounts shown for 1998 represent the fair market value of Dial
Restricted Stock Units ("DRSUs") granted under the Company's Management
Deferred Compensation Plan. A participant is granted DRSUs in an amount
equal to 20% of the number of deferred stock units he or she acquires as a
result of deferral of salary or bonus under the Plan. The DRSUs purchased as
a result of the 20% discount vest at the end of the third year following
deferral, cannot be diversified and are not available for payment until
after the third year following deferral (or later, if so elected by the
executive). Dividend equivalents equal to the dividends paid on common stock
are credited on DRSUs, which amounts are deemed reinvested in additional
DRSUs. The total number of DRSUs credited and the value of such DRSUs at
December 31, 1998 to the Named Executive Officers was as follows: Mr.
Jozoff, 13,325 DRSUs at $382,678; Mr. Shook, 1,525 at $43,796; Mr. Welle,
1,318 at $37,851; Ms. Owens, 1,076 at $30,901; and Ms. Riley, 1,748 at
$50,200. These year-end holdings do not include the DRSUs acquired on
January 26, 1999 in connection with deferral of 1998 bonuses. The Company
has instituted this Plan to assist participants in complying with the
Company's stock ownership guidelines.
(3) 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. As of
December 31, 1998, all performance-based stock awards had been paid out.
(4) Includes relocation reimbursement of $6,843, a 401(k) Plan match of $4,800
and a supplemental 401(k) Plan match of $14,700.
(5) Represents compensation for approximately four months.
(6) Includes relocation reimbursement of $2,266.
(7) Includes a 401(k) Plan match of $4,799 and a supplemental 401(k) Plan match
of $2,699.
(8) Represents compensation for approximately eight months.
(9) Includes relocation reimbursement of $11,185 and a 401(k) Plan match of
$2,538.
(10) Includes a 401(k) Plan match of $4,800.
6
<PAGE> 10
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The Company did not grant any stock options or stock appreciation rights to
any of the Named Executive Officers during fiscal 1998.
AGGREGATED STOCK OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information concerning stock options
exercised during fiscal 1998 and the fiscal year-end value of unexercised
options with respect to the Named Executive Officers.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT FY-END(#) AT FY-END($)(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Malcolm Jozoff......... 0 0 906,747 146,363 $13,940,610 $2,113,116
Susan J. Riley......... 0 0 58,849 117,695 722,736 1,445,436
Mark R. Shook.......... 173,497 2,650,207 131,998 15,666 2,283,645 226,178
Jane E. Owens.......... 0 0 100,042 50,020 1,331,809 665,891
Bernhard J. Welle...... 33,365 605,053 255,123 12,667 4,493,718 182,880
</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 1998.
7
<PAGE> 11
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 the Internal Revenue 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 50,165 66,887 83,609 100,331
225,000 56,728 75,637 94,547 113,456
250,000 63,290 84,387 105,484 126,581
300,000 76,415 101,887 127,359 152,831
400,000 102,665 136,887 171,109 205,331
500,000 128,915 171,887 214,859 257,831
600,000 155,165 206,887 258,609 310,331
700,000 181,415 241,887 302,359 362,831
800,000 207,665 276,887 346,109 415,331
900,000 233,915 311,887 389,859 467,831
1,000,000 260,165 346,887 433,609 520,331
1,100,000 286,415 381,887 477,359 572,831
1,200,000 312,665 416,887 521,109 625,331
1,300,000 338,915 451,887 564,859 677,831
1,400,000 365,165 486,887 608,609 730,331
1,500,000 391,415 521,887 652,359 782,831
1,600,000 417,665 556,887 696,109 835,331
1,700,000 443,915 591,887 739,859 887,831
1,800,000 470,165 626,887 783,609 940,331
1,900,000 496,415 661,887 827,359 992,831
2,000,000 522,665 696,887 871,109 1,045,331
</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 and Welle
and Mses. Riley and Owens are 3, 16, 11, 1 and 1, respectively. Estimated
retirement benefits for Messrs. Jozoff, Shook and Welle and Mses. Owens and
Riley are $370,192*, $216,511, $155,686, $138,958 and $213,442,
respectively.
(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 1 extra year of service for each year of credited service after 3
years of employment projected to age 65, pursuant to Mr. Jozoff's current
employment agreement.
8
<PAGE> 12
EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS
The Company has an 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. The Company expects to enter into a new employment
agreement with Mr. Jozoff prior to the expiration of his current agreement.
Under the current 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 1996 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 a change in control agreement with each of the
Named Executive Officers and certain other executive officers which provides
that, if within two years after a Change in Control (as defined) of the Company
their employment terminates involuntarily or they leave for a Good Reason (as
defined), 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).
9
<PAGE> 13
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. In addition to the Directors whose names are listed at the end
of this report, Dennis C. Stanfill and A. Thomas Young served as members of the
Committee in 1998.
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 short-term results achieved and the long-term creation of
stockholder value.
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 1998, contributing to the
creation of approximately $800 million of stockholder value in 1998. The
Committee believes that the Company's pay-for-performance compensation programs
were an important factor in the Company's outstanding performance in 1998.
The Committee makes executive compensation decisions 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 financial and 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 (one to three times base salary depending upon organizational level)
to encourage Executive Officers to build 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 comparator companies. The Company's market
for compensation comparison purposes is comprised of a group of companies (the
"Comparator 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 Comparator 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
10
<PAGE> 14
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 and breadth of knowledge, as well as 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.
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.
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 for 1998
were based on net sales growth, operating margin and asset turnover for the
year. In 1999, the asset turnover measure will be replaced with a return on
invested capital measure. 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 1998, 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
the acquisitions of The Freeman Cosmetic Corporation and Sarah Michaels, Inc. in
1998. The Company's performance in 1998 exceeded the target 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 1998 reflected above-target
achievement of the Company and individual portions of his opportunity. In
assessing the results achieved by management during 1998, 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 16.4%, made two significant
acquisitions that formed the basis for the Company's new Specialty Personal Care
franchise, improved operating margin, increased earnings per share by 15% and
completed a successful $200 million debt offering. Total return to stockholders
in fiscal 1998 (including reinvested dividends) was approximately 39.3%,
resulting in the creation of approximately $800 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
11
<PAGE> 15
portion of an executive's total compensation package. When awarding long-term
incentives, the Committee considers the executive's level of responsibility and
prior experience, as well as historical award data, various performance criteria
and compensation practices of the Comparator 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 annual 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 August 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 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. 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 in 1996. These options have the same vesting provisions
as those described above.
The Company's Management Deferred Compensation Plan permits eligible
participants to elect deferral of a portion of base salary and annual incentive
awards. In 1998, the Company amended this Plan so that the sole investment
choice for amounts deferred after December 31, 1998, is Company stock units that
are 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 Plan participants'
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 those of the Company's stockholders. The
Committee intends to review periodically whether the 20% discount offered under
the Management Deferred Compensation Plan should be continued.
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 reliance on
performance-based compensation programs. Such programs will be intended to
fulfill 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, however, that there may be business considerations that dictate that
compensation be paid that is not deductible under Section 162(m).
EXECUTIVE COMPENSATION COMMITTEE
Michael T. Riordan (Chairman)
Joy A. Amundson
Thomas L. Gossage
Donald E. Guinn
12
<PAGE> 16
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 Staples 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 December 31, 1998, the last
trading date of the Company's 1998 fiscal year. This graph assumes that $100 was
invested in the Company's Common Stock on August 16, 1996 and that all dividends
were reinvested.
<TABLE>
<CAPTION>
THE DIAL CORPORATION S&P CONSUMER 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
12/31/98 229.80 180.40 192.50
</TABLE>
13
<PAGE> 17
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 1998 all of the Company's Directors, Executive Officers and
greater than 10% beneficial owners complied with all Section 16(a) filing
requirements, except that Bernhard J. Welle filed a late Form 4 relating to the
exercise of 13,890 stock options in December 1998.
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 certain 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 12, 1999.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME OWNERSHIP(1) CLASS
---- ------------ ----------
<S> <C> <C>
Joy A. Amundson............................................. 16,274 *
Herbert M. Baum............................................. 16,166 *
Joe T. Ford................................................. 89,379 *
Thomas L. Gossage........................................... 74,367 *
Donald E. Guinn(2).......................................... 97,319 *
Malcolm Jozoff.............................................. 1,244,541 *
Jane E. Owens............................................... 110,820 *
Susan J. Riley.............................................. 132,217 *
Michael T. Riordan.......................................... 15,727 *
Mark R. Shook(2)............................................ 230,051 *
Barbara S. Thomas........................................... 14,728 *
Salvador M. Villar.......................................... 575 *
Bernhard J. Welle(2)........................................ 291,145 *
All Directors and Executive Officers as a Group (15
persons).................................................. 2,546,498 2.4%
</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 12,150
and 3,124 held by Ms. Amundson; 12,150 and 3,016 held by Mr. Baum; 71,970
and 9,409 held by Mr. Ford; 49,971 and 22,396 held by Mr. Gossage; 84,274
and 6,918 held by Mr. Guinn; 1,053,110 and 75,917 held by Mr. Jozoff;
100,042 and 9,634 held by Ms. Owens; 117,696 and 10,621 held by Ms. Riley;
12,150 and 2,577 held by Mr. Riordan; 147,664 and 6,117 held by Mr. Shook;
12,150 and 1,578 held by Ms. Thomas; 0 and 0 held by Mr. Villar; 243,192 and
6,327 held by Mr. Welle and 2,015,059 and 170,084 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 -- 6,127
shares; Mr. Shook -- 72,919 shares; Mr. Welle -- 19,782 shares. All of the
other individuals have sole voting and dispositive powers with respect to
their shares.
* Less than one percent
14
<PAGE> 18
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Based solely on a review of filings made with the SEC, there are no persons
known to the Company to be the beneficial owners of more than 5% of the
Company's outstanding Common Stock.
INDEPENDENT PUBLIC ACCOUNTANTS
The principal independent public accounting firm used by the Company during
fiscal 1998 was Deloitte & Touche LLP. It is currently contemplated that
Deloitte & Touche LLP will be retained as the principal accounting firm of the
Company in 1999. 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.
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 2000 Annual Meeting of Stockholders must be
received by the Company no later than December 10, 1999. 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
15
<PAGE> 19
PROXY PROXY
THE DIAL CORPORATION
1999 ANNUAL MEETING OF STOCKHOLDERS
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 Thomas L. Gossage and Barbara S. Thomas,
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 3, 1999, 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 THE 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
[THE DIAL CORPORATION LOGO]
Dear Stockholder:
On the reverse side of this card are instructions on how to vote for the
election of directors by telephone. Please consider voting by telephone. Your
vote is recorded as if you mailed in your proxy card. Voting this way is
convenient. It also saves the Company money.
Thank you for your attention to these matters.
4505--THE DIAL CORPORATION
<PAGE> 20
THE DIAL CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
The Board of Directors recommends a For All
vote FOR: For Withhold Except Nominee(s)
1. Election of directors whose terms All All Written Below
expire in 2002: [ ] [ ] [ ]
Nominees: 01-Herbert M. Baum,
02-Donald E. Guinn and
03-Malcolm Jozoff.
------------------------------------
(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 or any adjournments thereof.
Dated: , 1999
-------------------------------
Signature
-------------------------------
Signature, if held jointly
Please sign exactly as name
appears on your account. If 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 in full
corporate name by president or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
partner.
- --------------------------------------------------------------------------------
[THE DIAL CORPORATION LOGO]
TELEPHONE VOTING INSTRUCTIONS
Dear Stockholder:
Your vote is important to us. We have provided an automated telephone
service for granting your proxy. You may access this service 24 hours a day by
dialing this TOLL FREE NUMBER from a touch-tone telephone (if located within
the U.S.): 1-888-515-7892.
After dialing 1-888-515-7892, you will hear the following instructions:
Please enter your six digit control number which appears directly
above the words "Dear Stockholder".
Please press "1" if you wish to vote for the recommendations of the
Board of Directors.
Please press "0" if you wish to vote on each proposal separately.
The system will then prompt you with voting instructions.
Once this is completed, the telephone system will automatically hang up,
and your proxy will be voted as you directed. IF YOU VOTE BY TELEPHONE, YOU
DO NOT NEED TO RETURN YOUR PROXY CARD.
4505--THE DIAL CORPORATION
