SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
The Dial Corp
(Name of Issuer)
Common Stock ($1.50 Par Value)
(Title of Class of Securities)
(CUSIP Number) 252470109
MICHAEL F. PRICE, HEINE SECURITIES CORPORATION
51 JOHN F. KENNEDY PARKWAY
SHORT HILLS, NJ 07078 (201) 912-2152
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 8, 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-1(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 filing
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 five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies should be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the following page(s))
Page 1 of 7 pages
<PAGE>
CUSIP No. 252470109 13D Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heine Securities Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) [ ]
(b) [ ]
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 INCORPORATION Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,254,300 (See Items 2 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,254,300 (See Items 2 and 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 9,254,300 (See Items 2 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% (See Items 2 and 5)
14 TYPE OF REPORTING PERSON* IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 252470109 13D Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael F. Price
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) [ ]
(b) [ ]
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 INCORPORATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES N/A (See Items 2 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,254,300 (See Items 2 and 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING N/A (See Items 2 and 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH 9,254,300 (See Items 2 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 9,254,300 (See Items 2 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% (See Items 2 and 5)
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Items 3, 4 and 5 of the Schedule 13D filed by the
undersigned on January 17, 1996, as amended on April 2,
1996, are hereby amended in their entirety as follows:
Item 3. Source and Amount of Funds or Other Consideration
The securities reported herein were acquired with funds of
approximately $270,064,387 (including brokerage
commissions). All such funds were provided from working
capital of HSC's respective advisory clients.
Item 4. Purpose of Transaction
HSC's advisory clients have owned securities of the Issuer
at various times since prior to November 1991. The
securities covered by this statement were acquired by HSC's
advisory clients for the purpose of investment.
In the future, HSC may decide to purchase on behalf of its
advisory clients additional shares of the Common Stock or
other securities of the Issuer. In addition, HSC may cause
its advisory clients to dispose of any or all securities of
the Issuer in a manner permitted by applicable securities
laws.
HSC has reviewed the Issuer's form 10 and 8-K filings which
provide further details of the proposed spin-off of the
Consumer Products Group ("New Dial"). Based on its review,
HSC has concluded that certain aspects of the transaction
will dilute shareholder values rather than enhance them and
as a result are not in the best interest of shareholders.
However, HSC believes that modification of the transaction
as outlined below would redress these undesirable elements
of the plan. Therefore, HSC feels it is incumbent upon the
Issuer's Board of Directors to delay the spin-off pending
review and implementation of such modifications.
A basic flaw of Issuer's plan is the overleveraging of the
Consumer Products Group and immediate need to issue $100
million of new equity in order to strengthen its balance
sheet. Viad Corporation will also be dependent on subsequent
transactions in order to maintain its investment grade debt
rating. HSC believes that the Issuer could generate
approximately $280 - $330 million in proceeds from the sale
of specific non-core and low yielding assets prior to the
spin-off. Such proceeds could then be used to pay down debt
and thereby alleviate the need for a dilutive stock
offering, enhance the Issuer's credit rating and fortify the
balance sheets of both Viad and New Dial. Asset disposals
should include the Issuer's interest in professional sport
teams, the Dial Tower office building, two Gulfstream IV
aircraft, resort investments and corporate residences in
locations such as Manhattan.
A second major flaw of the proposed transaction is the
Issuer's failure to establish a strong and independent Board
of Directors for Viad Corporation. HSC is concerned about
the apparent composition of this new Board and additionally
feels it is imperative for Viad to include several
independent directors of the highest caliber in order to
ensure the monitoring and prohibition of insider
transactions. In this regard, HSC is disappointed that the
Issuer's Board has to date taken no action concerning a
material conflict in interest in the AZPB Limited
Partnership (regarding the Arizona Diamondbacks) and made no
statements regarding its investigation of numerous specific
allegations of corporate waste and mismanagement of
corporate funds. Furthermore, the Board has shown no
intention to curb excessive corporate expenditures such as
the $10-$12 million annual charge for two corporate
aircraft.
Unless the Issuer's Board takes immediate steps to address
these issues, the Board risks a permanent and continuing
dilution of shareholder values. Furthermore, HSC remains
unconvinced that alternative proposals to enhance
shareholder value have been explored sufficiently, and HSC
believes that the Board should revisit the entire spin-off
structure as contemplated before proceeding with this
course.
As part of its continuing efforts to assess the value of
its clients' investment in the Issuer and, in particular, to
further investigate the above, HSC has communicated with the
Issuer's management and intends to do so in the future. HSC
intends to communicate with, among others, the Issuer's
Board of Directors and other shareholders of the Issuer. In
addition, HSC's advisory clients reserve the right to
exercise any and all of their respective rights as a
stockholder of the Issuer in a manner consistent with their
equity interests.
Neither HSC nor, to the best of HSC's knowledge, any
executive officer or director of HSC, has any present plans
or intentions, which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a-b) As the holder of sole voting and investment power
over the securities owned by its advisory clients, HSC (and
therefore Mr. Price) may be deemed to be, for purposes of
Rule 13d-3 under the Securities Exchange Act of 1934, the
beneficial owner of 9,254,300 shares of the Common Stock
owned by HSC's advisory clients, representing approximately
9.9% of the outstanding shares of the Common Stock. HSC has
the sole power to vote or direct to vote, and the sole power
to dispose or to direct the disposition of the shares of the
Common Stock covered by this Statement. HSC and Mr. Price
disclaim any economic interest or beneficial ownership in
any shares of the Common Stock covered by this Statement.
(c) Amended Exhibit B sets forth all transactions in the
shares of the Common Stock within the past sixty days.
(d) No person other than HSC's advisory clients have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds of the sale of the
securities being reported herein.
(e) Not applicable.
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.
Date: July 8, 1996
/s/ Michael F. Price
President
Heine Securities Corporation
/s/ Michael F. Price
<PAGE>
AMENDED EXHIBIT B
SUMMARY OF TRANSACTIONS WITHIN THE LAST SIXTY DAYS
Date Buy/Sell No. of Shares Price
7/8/96 B 110,000 28.9824
7/5/96 B 117,800 28.8660
6/19/96 S 2,300 29.0000
6/18/96 S 151,200 29.0813
6/17/96 S 13,100 29.5000
6/17/96 S 200,000 29.0000
