CUSIP No. 25247D101 13D Page 1 of 9
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment to Amendment No. 3)
The Dial Corporation
(NAME OF ISSUER)
Common Stock
(TITLE OF CLASS OF SECURITIES)
25247D101
(CUSIP Number)
Leslie M. Kratter
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(415) 312-4018
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 1, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-l(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
less than five percent of such class. See Rule 13d-7.)
CUSIP No. 25247D101 13D Page 2 of 9
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Resources, Inc.
13-2670991
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,808,950 (See Item 5 - See also Schedule 13G filed by Franklin
Resources, Inc. on November 14, 1996)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.4% (See Item 5 - See also Schedule 13G filed by Franklin
Resources, Inc. on November 14, 1996)
14. TYPE OF REPORTING PERSON HC; CO
CUSIP No. 25247D101 13D Page 3 of 9
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles B. Johnson
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,808,950 (See Item 5 - See also Schedule 13G filed by Franklin
Resources, Inc. on November 14, 1996)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.4% (See Item 5 - See also Schedule 13G filed by Franklin
Resources, Inc. on November 14, 1996)
14. TYPE OF REPORTING PERSON IA; HC (See Item 5)
CUSIP No. 25247D101 13D Page 4 of 9
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rupert H. Johnson, Jr.
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,808,950 (See Item 5 - See also Schedule 13G filed by Franklin
Resources, Inc. on November 14, 1996)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.4% (See Item 5 - See also Schedule 13G filed by Franklin
Resources, Inc. on November 14, 1996)
14. TYPE OF REPORTING PERSON IA; HC (See Item 5)
CUSIP No. 25247D101 13D Page 5 of 9
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Mutual Advisers, Inc.
22-3463202
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
9,282,300 (See Item 5 - See also Schedule 13G filed by Franklin
Resources, Inc. on November 14, 1996)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
9,282,300 (See Item 5 - See also Schedule 13G filed by Franklin
Resources, Inc. on November 14, 1996)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,282,300 (See Item 5 - See also Schedule 13G filed by Franklin
Resources, Inc. on November 14, 1996)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.8% (See Item 5 - See also Schedule 13G filed by Franklin
Resources, Inc. on November 14, 1996)
14. TYPE OF REPORTING PERSON IA
CUSIP No. 25247D101 13D Page 6 of 9
Item 5(a-b) of the Schedule 13D filed on November 12, 1996 is hereby
amended and restated in its entirety as follows:
Item 5. Interest in Securities of the Issuer
(a-b) On November 1, 1996, Franklin Mutual Advisers, Inc. ("FMAI"),
a newly formed wholly-owned subsidiary of Franklin Resources, Inc.
("FRI"), acquired (the "Acquisition") certain of the assets and
liabilities of Heine Securities Corporation ("HSC"). Prior to the
Acquisition, sole investment and voting power over 9,282,300 of the
shares (the "Shares") of Issuer's Common Stock held by HSC's
advisory clients, including Mutual Series Fund Inc., an open-end,
investment management company registered under the Investment
Company Act of 1940 (the "40 Act"), was held by HSC. In connection with
the Acquisition, Mutual Series Fund Inc. changed its name to Franklin
Mutual Series Fund Inc. ("FMSFI") and FMAI became the investment manager
to HSC's former advisory clients, including FMSFI, with sole voting and
investment power over all its portfolios and over the Shares. All
investment advisory personnel employed by HSC prior to the Merger are
now employed by FMAI. No investment advisory personnel of FRI or of any
of its other subsidiaries are involved in the investment management
decisions of FMAI.
FMSFI currently has five (5) different portfolios. Since FMAI's
advisory contracts with its clients grant to FMAI sole voting and
investment power over the securities owned by its advisory clients, FMAI
may be deemed to be, for purposes of Rule 13d-3 under the Securities
Exchange Act of 1934 (the "1934 Act"), the beneficial owner of the
Shares representing approximately 9.8% of the outstanding shares of
Issuer's Common Stock.
Any other shares of the Issuer's Common Stock owned by other open or closed-end
investment companies and managed accounts (collectively referred to as the "FRI
Investment Companies") advised by other wholly-owned investment advisory
subsidiaries of FRI (collectively referred to as the "FRI Advisory Companies")
may be deemed to be beneficially owned by FRI solely as the result of the
ownership by FRI of both FMAI and the FRI Advisory Companies.
The FRI Advisory Companies' investment management operations are
completely independent of FMAI.
FMAI has the sole power to vote or direct to vote, and the sole power to
dispose or to direct the disposition of the Shares for the benefit of its
advisory clients. FMAI has no authority to vote, dispose of, or take any other
action with respect to other shares of Issuer's Common Stock held by FRI
Investment Companies or advised by FRI Advisory Companies. FMAI hereby
disclaims any economic interest or beneficial ownership in any of the Shares
or in any other shares of Issuer's Common Stock held by FRI Investment
Companies or managed by FRI Advisory Companies. FRI on its behalf and
on behalf of the FRI Advisory Companies hereby disclaims any beneficial
ownership in the Shares or in any other shares held by FRI Investment Companies.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders")
each own in excess of 10% of the outstanding Common Stock of FRI and are the
CUSIP No. 25247D101 13D Page 7 of 9
principal shareholders of FRI. FRI and the Principal Shareholders may be
deemed to be, for purposes of Rule 13d-3 of the 1934 Act, the beneficial owner
of securities held by persons and entities advised by FRI or its subsidiaries.
FRI and the Principal Shareholders each disclaim any economic interest or
beneficial ownership in any shares of the Common Stock covered by this
Statement.
FRI, FMAI, the FRI Advisory Companies and the Principal Shareholders
(collectively referred to as the "FRI Entities") are of the view that they are
not acting as a "group" for purposes of Section 13(d) under the 1934 Act and
that they are not otherwise required to attribute to each other the "beneficial
ownership" of securities held by any of them or by FMSFI or the FRI Investment
Companies. Therefore, they are of the view that the shares held by the FRI
Entities and by the FRI Investment Companies and FMSFI need not be aggregated
for purposes of Section 13(d) of the 1934 Act.
A predecessor company to Issuer recently went through a "spin-off" transaction
in which the present company was spun off to the shareholders of what was then
known as Dial Corp. Such shareholders, including FMFSI became shareholders
of Issuer and shareholders of Viad Corp. This Amendment to Amendment No. 3
is being filed to correct Amendment No. 3 which was inadvertently filed by the
FRI Entities with respect to Issuer instead of with respect to Viad Corp.
The FRI Entities are filing concurrently herewith a Schedule 13G reflecting
the attributed beneficial ownership of shares of Issuer and a Schedule 13D
reflecting attributed beneficial ownership of shares of Viad Corp.
The FRI Entities are of the view that no filing on Schedule 13D was required
in connection with the Acquisition with respect to the securities of Issuer and
are therefore filing a Schedule 13G to report on beneficial ownership
attributed to them as a result of the Acquisition.
CUSIP No. 25247D101 13D Page 8 of 9
Signatures
After reasonable inquiry, and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.
November 14, 1996
Date
S\DEBORAH R. GATZEK
Signature
Deborah R. Gatzek
Franklin Resources, Inc.
Senior Vice President
& General Counsel
Name/Title
S\DEBORAH R. GATZEK
Deborah R. Gatzek
Franklin Mutual Advisers, Inc.
Assistant Secretary
Name/Title
__________
S\CHARLES B. JOHNSON
Signature
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13D
__________
S\RUPERT H. JOHNSON, JR.
Signature
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13D
CUSIP No. 25247D101 13D Page 9 of 9
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints DEBORAH R. GATZEK
his true and lawful attorney-in-fact and agent to execute and file with
the Securities and Exchange Commission any Schedule 13D, any
amendments thereto or any related documentation which may be
required to be filed in his individual capacity as a result of his position
as an officer, director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing which he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, may lawfully do or cause to be done by
virtue hereof.
S\CHARLES B. JOHNSON
POWER OF ATTORNEY
RUPERT H. JOHNSON, JR. hereby appoints DEBORAH R. GATZEK
his true and lawful attorney-in-fact and agent to execute and file with
the Securities and Exchange Commission any Schedule 13D, any
amendments thereto or any related documentation which may be
required to be filed in his individual capacity as a result of his position
as an officer, director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing which he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, may lawfully do or cause to be done by
virtue hereof.
S\RUPERT H. JOHNSON, JR
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with each
other of the attached statement on Schedule 13D and to all amendments to such
statement and that such statement and all amendments to such statement is made
on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement on
November 14, 1996.
Signatures
FRANKLIN RESOURCES, INC.
S\DEBORAH R. GATZEK
Signature
Deborah R. Gatzek
Senior Vice President
& General Counsel
Name/Title
__________
S\CHARLES B. JOHNSON
Signature
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13D
__________
S\RUPERT H. JOHNSON, JR.
Signature
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13D
_________
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
FRANKLIN MUTUAL ADVISERS, INC.
Assistant Secretary
Name/Title
