SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
March 28, 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 5 pages
<PAGE>
CUSIP No. 252470109 13D Page 2 of 5 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 9,393,100 (See Items 2 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,393,100 (See Items 2 and 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 9,393,100 (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)
9.99% (See Items 2 and 5)
14 TYPE OF REPORTING PERSON* IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 252470109 13D Page 3 of 5 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 9,393,100 (See Items 2 and 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING N/A (See Items 2 and 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH 9,393,100 (See Items 2 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 9,393,100 (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)
9.99% (See Items 2 and 5)
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Items 3 and 5 of the Schedule 13D filed by the undersigned
on January 17, 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 $272,357,140 (including brokerage
commissions). All such funds were provided from working
capital of HSC's respective advisory clients.
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 9,393,100 shares of the Common Stock
owned by HSC's advisory clients, representing approximately
9.99% 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: April 2, 1996
/s/ Michael F. Price
President
Heine Securities Corporation
/s/ Michael F. Price
<PAGE>
AMENDED EXHIBIT B
SUMMARY OF TRANSACTIONS
STOCK PURCHASES WITHIN THE LAST SIXTY DAYS:
Date Share Amount Price
03/29/96 60,700 28.3970
03/28/96 164,300 28.7663
03/15/96 74,600 29.3582
03/13/96 5,400 29.1829
03/12/96 10,000 29.5000
03/12/96 3,800 28.8750
03/12/96 40,000 29.2500
03/11/96 60,000 29.2500
03/08/96 66,200 29.3353
03/07/96 60,000 30.1042
03/06/96 35,000 30.4464
03/05/96 51,200 30.4829
03/01/96 128,000 29.9493
02/29/96 157,600 29.2483
02/28/96 137,700 29.1564
02/27/96 55,000 29.5455
02/26/96 50,000 29.6375
02/16/96 345,900 31.1897
02/16/96 461,200 31.0320
1,966,600
STOCK SALES WITHIN THE LAST SIXTY DAYS:
Date Share Amount Price
02/06/96 550,000 30.0032
02/05/96 300,000 30.0000
850,000
