<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
THE DIAL CORP
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
F.G. EMERSON
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $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 0-11 (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.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
THE DIAL CORP
------------
DIAL TOWER
PHOENIX, ARIZONA 85077-1424
JOHN W. TEETS
Chairman, President and
Chief Executive Officer
April 1, 1995
Dear Stockholder:
Your 1995 Annual Meeting will be held on Tuesday, May 9, at 9:00 a.m., in
the Ballroom of The Ritz-Carlton Phoenix, 2401 East Camelback Road, Phoenix,
Arizona. As the meeting will begin promptly at 9:00 a.m., please plan to arrive
earlier. The formal notice of the meeting follows on the next page.
No admission tickets or other credentials will be required for attendance
at the meeting. You may use the hotel's free valet parking, and, for your
convenience, arrangements have been made with the hotel to have the gratuity
charged to the Corporation. If you use this valet service, please notify the
valet that you are attending The Dial Corp stockholders' meeting.
Directors and officers will be present preceding and following the meeting
to talk with stockholders. During the meeting there will be an opportunity for
stockholder questions regarding the affairs of the Corporation and for
discussion of the business to be considered at the meeting as explained in the
notice and Proxy Statement which follow.
IT IS IMPORTANT THAT YOU VOTE, SIGN AND RETURN THE ENCLOSED PROXY AS SOON
AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
Sincerely,
/S/ JOHN W. TEETS
<PAGE> 3
THE DIAL CORP
------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 1, 1995
To the Holders of Common Stock of
The Dial Corp:
The Annual Meeting of Stockholders of The Dial Corp, a Delaware
corporation, will be held in the Ballroom of The Ritz-Carlton Phoenix, 2401 East
Camelback Road, Phoenix, Arizona 85016, on Tuesday, May 9, 1995, at 9:00 a.m.,
Mountain Standard Time, for the purpose of considering and voting upon:
1. Election of directors of the Corporation as set forth in the attached
Proxy Statement; and
2. Ratification of the appointment of Deloitte & Touche LLP to audit the
accounts of the Corporation for the year 1995; and
3. Any other matters which may properly come before the meeting and any
adjournment or adjournments thereof.
Only stockholders of record of Common Stock at the close of business March
10, 1995, are entitled to receive notice of and to vote at the meeting. A list
of the stockholders entitled to vote will be available for examination by any
stockholder, for any purpose germane to the meeting, during the time of the
meeting, and for ten days prior to the meeting at the principal executive
offices of the Corporation, Dial Tower, 1850 North Central Avenue, Phoenix,
Arizona.
The Annual Report for the year 1994, including financial statements, was
mailed to stockholders under separate cover beginning March 28, 1995, or before.
To assure your representation at the meeting, please vote, sign and mail
the enclosed proxy, which is being solicited on behalf of the Board of
Directors, as soon as possible. If your registered address is in the United
States, a return envelope which requires no postage if mailed in the United
States is enclosed for that purpose.
FREDERICK G. EMERSON
Vice President and Secretary
-------------------------------
PLEASE VOTE
YOUR VOTE IS IMPORTANT
-------------------------------
<PAGE> 4
PROXY STATEMENT
OF
THE DIAL CORP
------------
DIAL TOWER
PHOENIX, ARIZONA 85077-1424
(First Mailed April 1, 1995)
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors for the 1995 Annual Meeting of Stockholders of
the Corporation. The cost of soliciting proxies will be borne by the
Corporation. Solicitation will be made primarily through the use of the mails,
but regular employees of the Corporation may solicit proxies personally, by
telephone or telegram. The Corporation has retained Georgeson & Company Inc. to
assist it in connection with the solicitation at an estimated fee of $9,500 plus
out-of-pocket expenses. The Corporation will reimburse banks, brokerage firms
and other custodians, nominees and fiduciaries for reasonable expenses incurred
by them in sending proxy materials to beneficial owners of shares. The enclosed
proxy, if properly executed and returned, will be voted according to its
specifications but may be revoked at any time before it is voted by giving
notice in writing to the Secretary of the Corporation or by voting in person at
the meeting. The election inspectors will treat abstentions or a withholding of
authority as shares that are present and entitled to vote for purposes of
determining the presence of a quorum but as unvoted for purposes of determining
the approval of any matter submitted to the stockholders for a vote. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter. If a
stockholder is a participant in the Corporation's Stockholder Dividend
Reinvestment Plan, the proxy represents the number of shares in the dividend
reinvestment plan account, as well as shares registered in the participant's
name. If a stockholder is a participant in an Employees' 401K Plan of the
Corporation or one of its subsidiaries (401K Plan) and/or The Dial Corp
Employees' Stock Ownership Plan Trust (ESOP), the proxy will serve as a voting
instruction to the respective Trustee. In a 401K Plan, if no voting instructions
are received, the Trustee will vote those shares in accordance with the majority
of such shares for which instructions were received; but in the ESOP Plan, if no
voting instructions are received, such shares will not be voted.
Only stockholders of record of Common Stock as of the close of business on
the record date, March 10, 1995, will be eligible to vote at the meeting. The
number of shares of Common Stock then outstanding was 92,850,923 shares. Each
outstanding share will be entitled to one vote. For those
1
<PAGE> 5
proposals for which no directions are given, the proxy will be voted "for" the
election of the directors set forth herein and in accordance with the
recommendations of the Board of Directors or the best judgment of the proxy
holders on other proposals. To be elected, each director must receive the
affirmative vote of the holders of a plurality of the shares voting. Approval of
the other proposal requires the affirmative vote of a majority of the shares
voting on such proposal.
BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors holds regular quarterly meetings and held four
meetings during 1994. It has established the following committees of certain of
its members to deal with particular areas of responsibility:
1. The Executive Committee, which held six meetings during 1994, exercises
all the powers of the Board in the management of the business and affairs of the
Corporation, except as limited by Delaware law, when the Board is not in
session.
2. The Audit Committee, which met three times in 1994, recommends
appointment of the Corporation's independent public accountants and reviews
audit reports, accounting policies, financial statements, internal auditing
reports, internal controls, audit fees, and certain officer expenses; all
members of this Committee are nonemployee directors.
3. The Executive Compensation Committee which met five times in 1994,
reviews, for recommendation to the Board, salaries and other compensation awards
under various compensation plans, and approves salaries and compensation of
executive officers and also approves grants under the Corporation's incentive
stock plans (see the "Executive Compensation Committee Report" below); all
members of this Committee are nonemployee directors.
4. The Nominating Committee, which met two times in 1994, 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; all
members of this Committee are nonemployee directors. The Committee will consider
candidates for Board membership proposed by stockholders who have complied with
the procedures described under the caption below entitled "Submission of
Stockholder Proposals and Other Information."
Directors who are not employees of the Corporation receive an annual
retainer of $32,900; they also receive a fee of $2,400 for each Board of
Directors meeting attended and for each Audit, Executive, Executive
Compensation, and Nominating Committee meeting attended, except that a fee of
$2,750 per meeting is received for each committee meeting attended not in
conjunction with a meeting of the Board. Each nonemployee member of the
Executive Committee also receives an annual retainer of $5,700.
Nonemployee directors may elect to participate in the Deferred Compensation
Plan for Directors of the Corporation under which payment of part or all of
their directors' fees and retainers is deferred. This
2
<PAGE> 6
Plan provides participants with the option to defer their compensation in the
form of stock units related to the price of the Corporation's Common Stock, as
well as the option to defer in the form of cash. Messrs. Gossage, Hay, Reichert
and Young are active participants in this Plan. Such accumulated compensation
plus interest thereon at the long-term medium-quality bond rate for cash
accounts or dividend equivalents for stock units accounts, as the case may be,
are payable to the director or to the director's estate or beneficiary, over
such period as may be designated, upon termination as a director.
Pursuant to the Directors' Retirement Benefit Plan, directors may receive
retirement benefits for a period of ten years, such benefits ranging from 15% to
100% of the annual retainer at retirement, based on their years of service
ranging from four to ten years; in the event of a change in control of the
Corporation, the years of service are accelerated to ten. Pursuant to the 1992
Stock Incentive Plan, 4,800 nonqualified options to purchase Common Stock were
issued to each director during August of 1994, at $23.00, the average market
price on the day of issue. The Corporation also provides 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
Corporation's business.
ELECTION OF DIRECTORS
The Board of Directors of the Corporation consists of 10 persons divided
into three classes. At each annual meeting the term of one class of directors
expires and persons are elected to that class for terms of three years.
The persons appointed in the enclosed proxy intend to vote at the Annual
Meeting, and any adjournment or adjournments thereof, for the election of the
nominees for directors whose names appear below, for the term indicated or until
their respective successors have been elected and have qualified, or in the
event of disqualification, refusal or inability of any of them to serve, for the
election of such other persons as they believe will carry on the present
policies of the Corporation. Each of the nominees has agreed to serve if
elected.
3
<PAGE> 7
DIRECTOR NOMINEES
The information regarding the director nominees has been furnished by such
nominees and is set forth below:
<TABLE>
<CAPTION>
Principal Occupation, Year First Common Shares
Name Other Directorships and Age Elected Owned
---- --------------------------- ---------- -------------
<S> <C> <C> <C>
For Terms Expiring at the 1998 Annual Meeting
Joe T. Ford -......... Chairman and Chief Executive Officer and a 1991 8,000
director of ALLTEL Corporation, a
telecommunications and information services
company. Age 57.
Jess Hay -............ Chairman, Texas Foundation for Higher Education. 1981 2,000
Retired Chairman and Chief Executive Officer and
currently a director of Lomas Financial
Corporation, a financial services company, and
retired Chairman and Chief Executive Officer of
Lomas Mortgage USA, Inc. Also a director of
Exxon Corporation, Southwestern Bell
Corporation, and Trinity Industries, Inc., a
manufacturer of industrial metal products. Age 64.
Linda Johnson Rice -.. President and Chief Operating Officer and a 1992 3,000
director of Johnson Publishing Company, Inc.,
publisher of Ebony and other magazines. Also a
director of Bausch & Lomb, a producer of global
health care and optics products, and Bank of
America Illinois. Age 36.
A. Thomas Young ++-.. President and Chief Operating Officer and a 1991 2,000
director of Martin Marietta Corporation, a
manufacturer and designer of aerospace products
and systems, and an information services and
energy company. Also a director of Cooper
Industries, Inc., a diversified manufacturer of
electrical, hardware, automotive and petroleum
products. Age 56.
</TABLE>
4
<PAGE> 8
DIRECTORS CONTINUING IN OFFICE
The information regarding the directors continuing in office has been
furnished by such directors and is set forth below:
<TABLE>
<CAPTION>
Principal Occupation, Year First Common Shares
Name Other Directorships and Age Elected Owned
---- --------------------------- ---------- ------------
<S> <C> <C> <C>
Terms Expiring at the 1997 Annual Meeting
Thomas L. Gossage ++... Chairman, President and Chief Executive Officer 1993 2,000
and a director of Hercules Incorporated, a
worldwide producer of chemicals and related
products and solid fuel systems for aerospace
applications. Also a director of Wilmington Trust
Corporation, the U.S. - Russia Business Council
and Chemical Manufacturers Association. Age 60.
Dennis C. Stanfill *+.. Senior Advisor, Credit Lyonnais, a global bank, 1981 7,000
and prior thereto was: Co-Chairman and Co-Chief
Executive Officer of Metro-Goldwyn-Mayer Inc.;
Chairman or President of AME, Inc., a video post
production company; and President and a principal
stockholder of Stanfill Bowen & Co., Inc., a
private investment and venture capital firm. Age 67.
John W. Teets*........ Chairman, President and Chief Executive Officer 1980 703,236
of the Corporation. Also a director of The Finova
Group Inc., a financial services company. Age 61.
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
Principal Occupation, Year First Common Shares
Name Other Directorships and Age Elected Owned
---------------------------------------------------------------------- ---------- -------------
<S> <C> <C> <C>
Terms Expiring at the 1996 Annual Meeting
Donald E. Guinn++.... Chairman Emeritus and a director of Pacific 1986 1,000
Telesis Group, a telecommunications holding
company, and Chairman Emeritus and a director of
Pacific Bell. Also a director of Brunswick
Corporation, a leader in marine power, pleasure
boating and recreation products and services,
Pacific Mutual Life Insurance Company, and
BankAmerica Corporation and its subsidiary, Bank
of America, NT&SA. Age 62.
Judith K. Hofer*+.... President and Chief Executive Officer of Meier & 1984 4,528
Frank, a retail department store division of The
May Department Stores Company. Also a director of
Key Bank of Oregon. Age 55.
Jack F. Reichert*+... Chairman, President and Chief Executive Officer 1984 1,000
and a director of Brunswick Corporation, a leader
in marine power, pleasure boating and recreation
products and services. Also a director of First
Chicago Corporation and its subsidiary, The First
National Bank of Chicago; Trustee, Carroll
College; Member, University of Chicago Graduate
School of Business Advisory Council. Age 64.
</TABLE>
---------------
- Member of Audit Committee
* Member of Executive Committee
+ Member of Executive Compensation Committee
++ Member of Nominating Committee
6
<PAGE> 10
OWNERSHIP OF THE CORPORATION'S SECURITIES
The following table sets forth certain information at March 15, 1995,
regarding those persons known to the Corporation to be the beneficial owners of
more than 5% of the Corporation's outstanding Common Stock and the beneficial
ownership, as defined by the Securities and Exchange Commission (SEC), of such
Common Stock by all directors and executive officers of the Corporation
individually and as a group:
CERTAIN BENEFICIAL OWNERS
<TABLE>
<CAPTION>
Amount of
Beneficial Percent
Name and Address Ownership of Class
---------------- ---------- --------
<S> <C> <C>
First Interstate Bank of Arizona, N.A., 6,798,358 1 7.3
Trustee of The Dial Corp Employee Equity Trust
P. O. Box 53434
Phoenix, Arizona 85072-3434
</TABLE>
---------------
1 The ownership information set forth herein is as of January 1, 1995, and is
based in its entirety on material provided by First Interstate Bank of
Arizona, N.A., as Trustee for The Dial Corp Employee Equity Trust. First
Interstate Bank of Arizona, N.A. has disclaimed beneficial ownership of the
shares of stock in the Trust. Shares are periodically allocated and released
from the Trust to satisfy benefit funding requirements under certain of the
Corporation's compensation and benefit plans (Plans). The Trust's shares will
be voted, under confidential voting procedures, in the same proportion as the
voting instructions received from such Plans' participants with respect to the
Corporation's Common Stock allocated to such participants' accounts.
Unallocated shares held in the Trust are voted in the same proportions as the
shares for which instructions have been received.
7
<PAGE> 11
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Amount of
Beneficial Percent
Name Ownership 1 of Class
---- ----------- --------
<S> <C> <C>
William L. Anthony 58,949 *
Robert H. Bohannon 28,546 *
Frederick G. Emerson 86,168 *
Joe T. Ford 21,568 *
Thomas L. Gossage 4,900 *
John E. Greenwell 20,439 *
Donald E. Guinn 23,020 *
Jess Hay 24,020 *
Judith K. Hofer 19,090 *
Joan F. Ingalls 73,999 *
L. Gene Lemon 392,264 *
Frederick J. Martin 140,104 *
Ronald G. Nelson 101,094 *
Andrew S. Patti 366,985 *
Jack F. Reichert 23,020 *
Linda Johnson Rice 16,700 *
Norton D. Rittmaster 149,466 *
Mark R. Shook 58,381 *
Dennis C. Stanfill 22,804 *
Richard C. Stephan 218,523 *
John W. Teets 1,880,392 2.0
A. Thomas Young 15,568 *
All Directors and Executive Officers as a Group 3,746,000 4.0
(22 persons)
</TABLE>
---------------
1 Includes 2,279,780 shares of Common Stock with respect to which all the above
directors and executive officers as a group have the right to acquire
ownership within 60 calendar days through the exercise of stock options
granted under the Corporation's stock option plans.
* Less than one percent.
8
<PAGE> 12
The Corporation's management understands the importance of aligning the
financial interests of its officer group with those of stockholders.
Accordingly, the Corporation has established specific guidelines relating to the
minimum amount of stock officers should own on a direct basis, meaning stock
which is at risk in the market, not simply held under option.
The Corporation's guidelines call for the officer group to own stock which
has a value within a range of one and one-half to five times that individual's
annual salary, depending on his or her level of compensation as discussed in the
Executive Compensation Committee Report which follows. Most of these officers
have reached their goals and the remainder are continuing to invest towards
achieving their goals.
9
<PAGE> 13
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth compensation received for the years
1992-1994 by each of the Corporation's five most highly compensated executive
officers in 1994:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------------
Awards
ANNUAL COMPENSATION -------------------------- Payouts
---------------------------------------------- Securities ---------
Other Annual Restricted Underlying Long-Term All Other
Name and Compensation Stock Awards Options Incentive Compensation
Principal Position Year Salary($) Bonus($) ($) 1 ($) 2 (#) 3 Payouts($) ($) 4
--------------------- ---- --------- --------- ------------ ------------ ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John W. Teets 1994 1,199,000 5 1,144,000 51,061 3,468,052 6 150,000 1,847,000 30,000
Chairman, President, 1993 1,150,333 1,173,300 717,412 0 187,200 1,714,900 30,000
and CEO 1992 1,099,333 1,121,300 518,333 0 163,400 0 30,000
L. Gene Lemon 1994 366,500 208,000 28,802 641,039 6 37,000 471,000 28,486
Vice President and 1993 346,833 265,300 129,078 0 37,400 437,600 10,405
General Counsel 1992 326,000 249,400 92,931 0 40,800 0 9,780
Frederick J. Martin 1994 309,200 215,700 21,687 420,097 6 33,200 253,200 6,198
President of Dobbs 1993 288,000 188,100 78,403 0 24,600 312,100 6,866
International 1992 275,000 225,200 54,561 0 22,800 362,300 6,866
Services, Inc.
Andrew S. Patti 1994 388,633 287,000 33,487 693,094 6 49,700 502,400 11,659
President and COO of 1993 367,653 281,300 141,392 0 39,600 619,300 11,049
Consumer Products 1992 346,890 291,900 100,019 0 43,200 568,600 10,407
Group
Norton D. Rittmaster 1994 222,882 7 275,000 23,209 343,585 6 19,900 0 6,686
Chairman and CEO of 1993 209,021 235,000 70,590 0 17,800 0 6,278
GES Exposition
Services, Inc. 1992 200,735 256,000 53,439 0 16,400 0 6,022
</TABLE>
10
<PAGE> 14
---------------
1 Amounts shown represent financial counseling services, medical premiums,
automobile usage, and other benefits paid during 1994. 1993 and 1992 amounts
shown represent a gross-up of the taxes due on the lapse of restrictions on
restricted stock.
2 Dividends are paid on restricted stock and performance based stock at the same
rate as paid to all stockholders. On December 31, 1994, the following persons
held the following amounts of restricted stock and performance based stock,
respectively, valued at then current market values: John W. Teets, 404,299
shares at $8,591,354; L. Gene Lemon, 80,152 shares at $1,703,230; Frederick J.
Martin, 57,425 shares at $1,220,281; Andrew S. Patti, 91,100 shares at
$1,935,875; and Norton D. Rittmaster, 40,063 shares at $851,339.
3 As adjusted for a two-for-one stock split effective July 1, 1994.
4 Amounts represent payments under the 401K Plan and the Supplemental TRIM Plan.
5 Includes payments under an employment agreement, as amended, expiring three
years after notice by the Corporation of termination, providing for an annual
salary of $1,223,000, effective September 1, 1994.
6 Amounts shown represent awards of restricted stock on August 12, 1994, to
provide a tax benefit to the Corporation while also providing an incentive to
the named executive officers to delay receipt of previously granted restricted
stock in a trust until retirement, in the following amounts: John W. Teets,
154,565 shares; L. Gene Lemon, 28,570 shares; Frederick J. Martin, 18,723
shares; Andrew S. Patti, 30,890 shares; and Norton D. Rittmaster, 15,313
shares.
7 Paid under an employment agreement, as amended, which may be terminated at the
end of each calendar year upon written notice, providing for an annual salary
of $235,000.
11
<PAGE> 15
STOCK OPTION GRANTS
The following table sets forth information on stock option grants to each
of the five most highly compensated executive officers of the Corporation for
1994. The amounts shown for each executive officer as potential realizable
values are based on assumed annualized rates of stock price appreciation of 5%
and 10% over the full ten-year term of the options, which would result in stock
prices of $37.46 and $59.66, respectively. The amounts shown as potential
realizable values for all stockholders represent the corresponding increases in
the market value of the 92,789,100 outstanding shares of the Corporation's
Common Stock held by all stockholders as of January 1, 1995, at the 1994
year-end closing price of $21.25, which would total approximately $1.24 billion
and $3.14 billion, respectively. THESE POTENTIAL REALIZABLE VALUES ARE BASED
SOLELY ON ASSUMED RATES OF APPRECIATION REQUIRED BY APPLICABLE SEC REGULATIONS.
ACTUAL GAINS, IF ANY, ON OPTION EXERCISES AND COMMON STOCKHOLDINGS ARE DEPENDENT
ON THE FUTURE PERFORMANCE OF THE CORPORATION'S COMMON STOCK AND OVERALL STOCK
MARKET CONDITIONS. THERE CAN BE NO ASSURANCE THAT THE POTENTIAL REALIZABLE
VALUES SHOWN IN THIS TABLE WILL BE ACHIEVED.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Individual Grants Value at Assumed
-------------------------------------------------- Annual Rates of
Number of % of Total Stock Price Appreciation
Securities Options for Option Term
Underlying Granted to Exercise -----------------------------
Options Employees Price Expiration 5% 10%
Name Granted(#)1 Last Year ($/Share) Date ($) ($)
---- ----------- --------- -------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
John W. Teets 150,000 10.66 23.00 8/17/04 2,169,686 5,498,411
L. Gene Lemon 37,000 2.63 23.00 8/17/04 535,189 1,356,275
Frederick J. Martin 33,200 2.36 23.00 8/17/04 480,224 1,216,982
Andrew S. Patti 49,700 3.53 23.00 8/17/04 718,889 1,821,807
Norton D. Rittmaster 19,900 1.41 23.00 8/17/04 287,845 729,456
ALL STOCKHOLDERS' N/A N/A N/A N/A 1.24 BILLION 3.14 BILLION
STOCK PRICE
APPRECIATION
</TABLE>
---------------
1 The exercise prices are the fair market value of the Corporation's Common
Stock on the grant date. Fifty percent of options are exercisable one year
after grant and the balance are exercisable two years after grant; and each
option contains the right to surrender the option for cash, which right is
exercisable only during certain tender offers. The exercise price may be paid
by delivery of already owned shares, and tax withholding obligations related
to exercise may be paid by offset of the underlying shares, subject to certain
conditions.
12
<PAGE> 16
AGGREGATED STOCK OPTION EXERCISES AND VALUES
The following table sets forth information on aggregated stock option
exercises for 1994, number of unexercised options at 1994 year-end
(exercisable/unexercisable), and 1994 year-end values
(exercisable/unexercisable) for each of the five most highly compensated
executive officers of the Corporation. THE AMOUNTS SET FORTH IN THE TWO COLUMNS
RELATING TO UNEXERCISED OPTIONS, UNLIKE THE AMOUNTS SET FORTH IN THE COLUMN
HEADED "VALUE REALIZED," HAVE NOT BEEN, AND MIGHT NEVER BE, REALIZED. THE
UNDERLYING OPTIONS MIGHT NOT BE EXERCISED; AND ACTUAL GAINS ON EXERCISE, IF ANY,
WILL DEPEND ON THE VALUE OF THE CORPORATION'S COMMON STOCK ON THE DATE OF
EXERCISE. THERE CAN BE NO ASSURANCE THAT THESE VALUES WILL BE REALIZED.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Unexercised Options In-the-Money Options
Shares at FY-End(#) at FY-End($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable 1
---- ------------ ----------- -------------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
John W. Teets 0 0 1,083,556 243,600 7,277,278 128,700
L. Gene Lemon 3,976 47,493 228,740 55,700 1,466,155 51,425
Frederick J. Martin 0 0 45,538 45,500 154,782 16,913
Andrew S. Patti 0 0 150,262 69,500 758,051 27,225
Norton D. Rittmaster 0 0 73,540 28,800 452,497 12,238
</TABLE>
---------------
1 The closing price of the Corporation's Common Stock on December 30, 1994 was
$21.25. The information shown reflects options accumulated over periods of up
to nine years.
13
<PAGE> 17
LONG-TERM INCENTIVE PLAN GRANTS AND ESTIMATED PAYOUTS
The following table sets forth information on Performance Unit Incentive
Plan grants and Performance Based Stock grants for 1994 and the performance
period until payout and, for the Performance Unit Incentive Plan, the estimated
ranges of the payout under the Plan, for each of the five most highly
compensated executive officers of the Corporation:
LONG-TERM INCENTIVE PLAN AWARDS IN LAST YEAR
<TABLE>
<CAPTION>
Estimated Future Payouts
Performance Under Non-Stock Price Based Plans
Number Period -----------------------------------------
of Until Threshold Target Maximum
Name Units Payout (# Units) (# Units) (# Units)
---- ------ ----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
John W. Teets 40,7601 3 years 10,190 40,760 81,520
50,0002 3 years -- -- --
L. Gene Lemon 10,7201 3 years 2,680 10,720 21,440
13,2002 3 years -- -- --
Frederick J. Martin 7,4001 3 years 1,850 7,400 14,800
10,6002 3 years -- -- --
Andrew S. Patti 11,3601 3 years 2,840 11,360 22,720
15,7002 3 years -- -- --
Norton D. Rittmaster 5,7002 3 years -- -- --
</TABLE>
---------------
1 Granted pursuant to the Performance Unit Incentive Plan, under which the
assumed value of the units awarded is equal to $21.84 which was the price of
the Corporation's Common Stock on the initial date of grant. The value of the
units for any payment of an award is based on the average price of the stock
during the month following the performance period. The closing price of the
Corporation's Common Stock on December 31, 1994 was $21.25. Payouts of awards
are dependent upon achievement of return on equity and income targets which
are established at the beginning of the performance period.
2 Performance Based Stock granted under the 1992 Stock Incentive Plan is earned
only if total stockholder return performance targets are met or exceeded
relative to the two stock indices set forth in the Performance Graph shown on
pages 23 and 24.
14
<PAGE> 18
EXECUTIVE SEVERANCE AND EMPLOYMENT AGREEMENTS
The Corporation has entered into executive severance agreements with
Messrs. Teets and Lemon providing that if their employment terminates for any
reason (other than because of death, disability, or normal retirement) within 18
months after a change in control of the Corporation, then they shall receive
severance compensation. The maximum amounts the agreements provide for consist
of a lump sum payment of three times such executive officer's highest salary,
incentive plan payments and fringe benefits and also provide a tax gross-up
feature, so that such executive officers do not have to pay excise taxes imposed
by the Internal Revenue Code on payments made pursuant to the agreement.
Benefits paid are reduced by other severance benefits paid by the Corporation,
but shall not be offset by any other amounts. Such executive officers will also
be credited with years of service equal to the greater of the number needed to
assure vesting under the retirement plans or the number of year's salary paid
under the severance plan.
The Corporation has also entered into executive severance agreements with
Messrs. Martin, Patti, and Rittmaster, which provide benefits similar to those
in the agreements described above, except that if employment terminates
involuntarily or they leave for a good reason (as defined) they would receive
three times their salary, incentive payments and fringe benefits, and if
employment terminates because they leave voluntarily during the 30-day period
following the first anniversary of the change in control, they would receive two
times such compensation.
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 Companies Retirement Income Plan
and the schedule of the 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 remuneration covered by the Retirement Plan is
annual salary and annual bonus, as reported in the summary compensation table
above. The final remuneration will be calculated on the basis of the average of
participant's last five years of covered remuneration prior to retirement.
15
<PAGE> 19
PENSION PLAN TABLE 1,2
<TABLE>
<CAPTION>
Years of Service 3
--------------------------------------------------
Remuneration 15 20 25 304
------------ -------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
125,000 30,989 41,319 51,649 61,978
150,000 37,552 50,069 62,586 75,103
175,000 44,114 58,819 73,524 88,228
200,000 50,677 67,569 84,461 101,353
225,000 57,239 76,319 95,399 114,478
250,000 63,802 85,069 106,336 127,603
300,000 76,927 102,569 128,211 153,853
400,000 103,177 137,569 171,961 206,353
500,000 129,427 172,569 215,711 258,853
600,000 155,677 207,569 259,461 311,353
700,000 181,927 242,569 303,211 363,853
800,000 208,177 277,569 346,961 416,353
900,000 234,427 312,569 390,711 468,853
1,000,000 260,677 347,569 434,461 521,353
1,100,000 286,927 382,569 478,211 573,853
1,200,000 313,177 417,569 521,961 626,353
1,300,000 339,427 452,569 565,711 678,853
1,400,000 365,677 487,569 609,461 731,353
1,500,000 391,927 522,569 653,211 783,853
1,600,000 418,177 557,569 696,961 836,353
1,700,000 444,427 592,569 740,711 888,853
1,800,000 470,677 627,569 784,461 941,353
1,900,000 496,927 662,569 828,211 993,853
2,000,000 523,177 697,569 871,961 1,046,353
2,100,000 549,427 732,569 915,711 1,098,853
2,200,000 575,677 767,569 959,461 1,151,353
2,300,000 601,927 802,569 1,003,211 1,203,853
2,400,000 628,177 837,569 1,046,961 1,256,353
2,500,000 654,427 872,569 1,090,711 1,308,853
2,600,000 680,677 907,569 1,134,461 1,361,353
2,700,000 706,927 942,569 1,178,211 1,413,853
2,800,000 733,177 977,569 1,221,961 1,466,353
2,900,000 759,427 1,012,569 1,265,711 1,518,853
</TABLE>
16
<PAGE> 20
---------------
1 The Internal Revenue Code (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 Corporation 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 the amounts shown in the table.
3 The number of credited years of service for Messrs. Teets, Lemon, Martin,
Patti, and Rittmaster, are 23, 25, 17, 27, and 15, respectively. Mr.
Rittmaster's estimated retirement benefit is $40,000. Due to the nature of Mr.
Rittmaster's incentive plan, as defined in his employment agreement, annual
bonus is not included in the calculation of his pension, nor does he
participate in the Supplemental Pension Plan.
4 The Corporation's Retirement Income Plan limits the years of service credited
for purposes of calculating benefits to a maximum of 30 years. Its
Supplemental Pension Plan contains similar limits and further provides that
pension benefits set forth in this column will be payable to designated
executive officers who have completed twenty or more years of service, and
attained age 55, including Messrs. Teets and Lemon.
------------------------------------
Notwithstanding anything to the contrary set forth in any of the
Corporation's previous filings under the Securities Act of 1933, as amended, or
the Exchange Act, as amended, that might incorporate future filings, including
this Proxy Statement, in whole or in part, the following report and the
Stockholder Return Performance Graph shall not be incorporated by reference into
any such filings.
EXECUTIVE COMPENSATION COMMITTEE REPORT
This report was prepared by the Executive Compensation Committee of the
Board of Directors. Under the Committee's direction, the Corporation has
implemented an executive compensation strategy designed to enhance profitability
and stockholder value. This strategy has served the stockholders of the
Corporation for many years by motivating and rewarding executives for achieving
the Corporation's goals.
17
<PAGE> 21
EXECUTIVE COMPENSATION STRATEGY
The Corporation's primary executive compensation strategy is to closely
align the financial interests of senior managers with those of the stockholders.
Specific objectives of executive compensation are:
- To maximize stockholder value.
- To attract and retain highly effective executive talent.
- To motivate executives to achieve the Corporation's key business goals.
- To put a significant amount of pay at risk in keeping with the
Corporation's pay-for-performance objective.
- To encourage ownership of the Corporation's common stock.
To support these objectives, a significant portion of executive
compensation is tied to achieving specific business goals that favorably impact
the Corporation's stock price.
MANAGING COMPENSATION
Each year the Committee conducts an in-depth review of the Corporation's
executive compensation program. This review is based in part on a comprehensive
study from a nationally recognized independent consulting firm. The consultant's
report assesses the effectiveness of the compensation program in achieving the
strategy and objectives established by the Committee. In addition, it provides a
comparison relative to practices and costs typical among a group of 16 companies
in comparable industries among which the Corporation competes for executive
talent. These comparator companies are the same as the 16 consumer products
companies used in the "Stockholder Return Performance Graph" shown on page 23
(Consumer Index).
Last year's index consisted of the S&P 500 Stock Index companies and an
index consisting of the ten S&P 500 Stock Index companies which rank closest to
the Corporation's market capitalization (Size Comparable Index) shown on page
24. The Size Comparable Index was previously used in the line graph comparison
because the Corporation was in the process of restructuring its lines of
business to concentrate on consumer products and targeted services, and believed
comparison with a selected group of consumer products companies and services
companies would not be meaningful. However, since the restructuring was
essentially completed in 1994, an index of consumer products companies is
believed now appropriate.
The compensation program for the Corporation's executive officers for 1994
was focused on performance based criteria and was designed by reference to
target compensation packages of executive officers at approximately the 75th
percentile of the comparator companies, but such level of compensation would be
earned only if aggressive performance criteria are achieved.
18
<PAGE> 22
The preceding Summary Compensation Table shows the overall levels of
incentive compensation and the year-to-year variations which indicate the strong
relationship between incentive compensation and performance.
COMPONENTS OF COMPENSATION
Total compensation for the Corporation's executive officers includes:
- Base salary
- Annual and long-term incentives
- Benefits
- Perquisites
A significant amount of compensation is tied to the attainment of corporate
or subsidiary performance goals. For example, annual and long-term incentives at
target comprise approximately 70% of the aggregate compensation package of
executive officers. The Committee believes this reinforces the
pay-for-performance commitment and encourages executive officers to focus on
adding value to the Corporation.
The Committee has directed management to take reasonable action necessary
to maximize the tax deductibility of executive compensation under the provisions
of Section 162(m) of the Internal Revenue Code.
BASE SALARY
Each year the Committee evaluates the named executive officers' salaries
based on performance during the prior period and competitive surveys of the
Corporation's comparator companies provided by the Corporation's compensation
consultants. Performance factors considered for the named executive officers,
excluding Mr. Teets, are various aspects of personal qualities, communication
skills, management leadership skills, strategic orientation and commitment to
competitive advantage, with both objective and subjective judgments being made
in the annual performance appraisal process. These executive officers received
an average 4.6% increase in base salary.
In Mr. Teets' case the Committee considered his employment agreement which
requires an annual salary review but does not mandate any specific increase of
salary, and increased his annual base salary, effective September 1, 1994, to
$1.223 million, an increase of 3.0% over the prior period, reflecting an
adjustment for an increase in the cost-of-living. In the case of the other named
executive officers, their salaries were targeted at the 75th percentile of the
salaries of comparable executives at the Corporation's comparator companies, and
for 1994 such officers received increases maintaining them at this level.
19
<PAGE> 23
ANNUAL INCENTIVES
Executives are eligible for an annual bonus based on achieving corporate
and business unit performance targets established each year. Performance targets
are set by the Committee at the beginning of the performance period. The awards
reflect the extent to which targets for the following goals are approached or
exceeded:
- Corporate level: Return on equity (weighted at 50%) and earnings per
share from continuing operations (weighted at 50%).
- Operating company level: Return on equity (weighted at 50%) and net
income (weighted at 50% but subject to up to 10% upward or downward
adjustment depending on achievement of a cash flow measure).
Individual target bonuses range from 10% to 60% of the executive's base
salary, depending on the level of responsibility. Actual awards at the corporate
level range from 0% to 170% of target, depending on achievement of corporate
goals. Actual awards at the operating company level range from 0% to a maximum
of 178.5% of target, depending on achievement of operating company goals and
discretionary adjustment based on individual performance.
For 1994, Mr. Teets earned an annual bonus of $1.144 million. The bonuses
for Messrs. Teets and Lemon were based on the Corporation exceeding applicable
return on equity and income targets. The bonuses for the other executive
officers were based on exceeding return on equity, income and cash flow targets
for their respective units.
LONG-TERM INCENTIVES
To accomplish the objectives of the executive compensation program and to
discourage short-term actions inconsistent with longer-term improvement, the
long-term incentive plans are designed to reward measurable performance and to
build stock ownership among executive officers. Three long-term incentive
vehicles (performance units, stock options, and performance stock) are utilized
to achieve the Corporation's objectives.
The Performance Unit Incentive Plan is intended to focus participants on
the long-term interests of stockholders by tying incentive payments not only to
the achievement of financial measures but also to common stock performance. At
the corporate level, goals are based on earnings per share and return on equity.
For the operating companies, the goals are generally based on growth in
operating income or net income, and return on equity. The plan is offered to a
limited group of key executives, including four of the named Executive Officers
whose compensation is detailed above.
Awards are paid if, at the end of a two-to-five-year performance period,
specific financial targets are met. Targets are set by the Committee at the
beginning of the performance period.
20
<PAGE> 24
Performance unit grants are based on the Corporation's Common Stock price
on the date of the grant and a multiple of salary determined by an independent
consulting firm to reflect competitive practice of the comparator companies.
Participant awards can be earned depending on the degree of achievement of two
financial goals based on a matrix of 0% to 200% of the number of award units
originally granted. Award payments depend on the stock price during the month
following the performance period. Such maximum amount of award units will be
earned if the maximum earnings and return on equity targets for the performance
period are met or exceeded. Proportionately fewer units are earned for less than
maximum results. If average annual income or return on equity are below the
threshold levels, no units are earned.
After the end of the 1992-1994 performance period, Mr. Teets earned a
long-term bonus of $1.847 million under this Plan. This long-term bonus for Mr.
Teets and the long-term bonuses of the other executive officers were based on
exceeding the earnings per share or income and return on equity targets for the
three-year performance period.
The Stock Incentive Plan provides a long-term incentive for a broader group
of key employees.
Stock options encourage and reward effective management that results in
long-term financial success. Stock Options may not be re-priced under the terms
of the option plans. In 1994 stock options were granted for 10 years with an
exercise price at fair market value on the date of grant. Half the number of
options granted can be exercised after one year and the other half after two
years. Stock option grants are a part of the named executive officers' total
compensation package, and the amounts granted are based on multiples of salaries
based on competitive practices of the Corporation's comparator companies.
Also in 1994, under the Stock Incentive Plan, the Committee awarded certain
executive officers performance based stock for the purposes of focusing
management's attention on value creation as measured by returns to stockholders;
retaining the management team; and building stock ownership by executive
officers in the Corporation's Common Stock. The stock awarded would be earned
only if total stockholder return performance targets are met or exceeded,
relative to the two stock indices shown on the performance graph below: the S&P
500 Stock Index and the Corporation's Consumer Products Comparable Index.
In 1994, Mr. Teets received options to purchase 150,000 shares with an
exercise price of $23.00 per share, and including the 1994 grant, at year end he
held options to purchase 1,327,156 shares. In 1994 Mr. Teets also received a
grant of performance based stock in the amount of 50,000 shares. He now owns
703,236 shares of the Corporation's Common Stock, including 101,600 shares of
performance based stock which will not be earned by Mr. Teets unless the
performance targets are met.
In determining the amounts of option grants and performance based stock
awards, the Committee considered the amounts of options and restricted stock
outstanding or previously granted to each named
21
<PAGE> 25
executive officer. It also considered information on competitive practice in the
comparator group in determining the amount of option grants and performance
based stock awards made in 1994.
Guidelines have been adopted encouraging officers and key executives to own
a dollar amount equal to a multiple of their base pay of the Corporation's
Common Stock, which is at risk in the market and not simply held under option.
These multiples range from one and one-half to five times base pay, depending on
the level of compensation of individuals within the group.
CONCLUSION
The Committee believes that the 1994 grants of stock options and
performance based stock, and short and long-term cash incentive plans have
successfully focused the Corporation's senior management on building
profitability and stockholder value. The grants are competitive with those
offered at comparator companies. Through these programs, a significant portion
of the Corporation's executive compensation is linked directly to individual and
corporate performance and to stock price performance.
In 1994, as in previous years, the overwhelming majority of the
Corporation's executive compensation was at risk. The Committee intends to
continue to link executive compensation to corporate performance and stockholder
return.
EXECUTIVE COMPENSATION COMMITTEE
Dennis C. Stanfill, Chairman
Judith K. Hofer
Jack F. Reichert
22
<PAGE> 26
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing, for the five-year period ended
December 31, 1994, the yearly percentage change in the cumulative total
stockholder return on the Corporation's Common Stock against the cumulative
total return of the Standard & Poor's Composite-500 Stock Index and an index
consisting of 16 consumer products companies.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
MEASUREMENT PERIOD CONSUMER
(FISCAL YEAR COVERED) DIAL S&P 500 COMPARATORS*
<S> <C> <C> <C>
1989 100.0 100.0 100.0
1990 81.0 96.9 115.9
1991 156.4 126.3 152.8
1992 191.6 135.9 166.7
1993 189.3 149.4 172.8
1994 204.9 151.6 181.7
</TABLE>
*Includes: Anheuser-Busch Companies, Inc., CPC International, Inc., The
Clorox Company, Colgate-Palmolive Company, General Mills, Inc., The Gillette
Company, Marriott Corporation, Minnesota Mining and Manufacturing Company,
PepsiCo., Inc., Premark International, Inc., The Procter & Gamble Company,
Quaker Oats Company, Ralston Purina Company, Sara Lee Corporation, Unilever
United States, Inc., and Whitman Corporation.
23
<PAGE> 27
Last year's index consisted of the S&P Composite-500 Stock Index companies
(500 Stock Index) and an index consisting of the ten 500 Stock Index companies
which rank closest to the Corporation's market capitalization (Size Comparable
Index), and a line graph showing these companies is set forth below for
comparison purposes. The Size Comparable Index was previously used because an
index of consumer products companies was not meaningful as the Corporation was
restructuring and in transition during the past six-year period. However, now
that the transition essentially has been completed, the Consumer Index is
believed appropriate.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
MEASUREMENT PERIOD SIZE
(FISCAL YEAR COVERED) DIAL S&P 500 COMPARABLES
<S> <C> <C> <C>
1989 100.0 100.0 100.0
1990 81.0 96.9 70.1
1991 156.4 126.3 100.1
1992 191.6 135.9 112.2
1993 189.3 149.5 119.7
1994 204.9 151.6 122.9
</TABLE>
*Includes: Ahmanson (HF) & Co., Avery Dennison Corp., Bethlehem Steel Corp,
Cooper Tire & Rubber Company, Lotus Development Corp., Pep Boys, Pet Inc., Rite
Aid Corp., Shawmut National Corp., and Tandem Computers, Inc.
24
<PAGE> 28
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The following resolution concerning the appointment of independent public
accountants will be offered at the meeting:
RESOLVED, that the appointment of Deloitte & Touche LLP to audit the
accounts of the Corporation and its subsidiaries for the fiscal year 1995 is
hereby ratified and approved.
Deloitte & Touche LLP has audited the accounts of the Corporation and its
subsidiaries for many years and has been appointed by the Board of Directors of
the Corporation upon the recommendation of the Corporation's Audit Committee as
the Corporation's independent public accountants for 1995. It is expected that a
representative of Deloitte & Touche LLP will attend the meeting, respond to
appropriate questions, and be afforded the opportunity to make a statement.
Members of the Audit Committee of the Board of Directors, none of whom are
employees of the Corporation, are Jess Hay, Chairman, Joe T. Ford, Linda Johnson
Rice, and A. Thomas Young. John W. Teets, Chairman, President and Chief
Executive Officer, attends the committee meetings ex officio.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE CORPORATION'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR 1995.
SUBMISSION OF STOCKHOLDER PROPOSALS AND OTHER INFORMATION
From time to time stockholders present proposals which may be proper
subjects for inclusion in the Proxy Statement and form of proxy for
consideration at the Annual Meeting of Stockholders. To be considered, proposals
must be submitted on a timely basis. Proposals for the 1996 Annual Meeting of
Stockholders must be received by the Corporation no later than December 3, 1995.
Any such proposals, as well as any questions related thereto, should be directed
to the Secretary of the Corporation.
A COPY OF THE CORPORATION'S 1994 ANNUAL REPORT ON FORM 10-K TO THE
SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED BY STOCKHOLDERS UPON WRITTEN
REQUEST TO SHIRLEY HOLDER, DIAL TOWER, PHOENIX, ARIZONA 85077-1424.
In the event a stockholder wishes to propose a candidate for consideration
by the Nominating Committee as a possible nominee 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 Corporation, The Dial Corp,
Dial Tower, Phoenix, Arizona 85077-2427 pursuant to certain procedures set out
in the Corporation's Bylaws, a copy of which is available upon request from the
Secretary of the Corporation. The chairman of the stockholder meeting may refuse
to acknowledge the nomination of any person or the request for such other action
not made in compliance with the foregoing procedure.
25
<PAGE> 29
OTHER BUSINESS
The Board of Directors knows of no other matters to be brought before the
meeting. If any other business should properly come before the 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
FREDERICK G. EMERSON
Vice President and Secretary
26
<PAGE> 30
THE DIAL CORP
------------
--------------------------------------
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
--------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 9, 1995
<PAGE> 31
FACE OF GREEN, IVORY AND BLUE PROXY CARD
The Board of Directors recomends a vote FOR:
1. Election of directors whose terms expire in 1998:
__ FOR all nominees listed below __ WITHOLD AUTHORITY to vote for all
nominees listed below
(except as marked to the contrary below)
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through that nominee's name in the list below.
Joe T. Ford Jess Hay Linda Johnson Rice A. Thomas Young
2. ___ FOR ___ AGAINST ___ ABSTAIN Ratification of appointment of Deloitte
& Touche LLP as independent public
accountants for 1995
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
________________________________________________________________________________
SIGNATURE(S) (Please mark, sign, date and return this card promptly.) DATE
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 person.
BACK OF GREEN, IVORY AND BLUE PROXY CARD
PROXY
THE DIAL CORP
------------
DIAL TOWER, PHOENIX, ARIZONA 85077-1424
[ ADDRESS IS ON GREEN AND IVORY CARDS ONLY ]
The undersigned hereby appoints Jack F. Reichert, Dennis C. Stanfill and
John W. Teets, and each of them, to have all the powers hereunder, including
full power of substitution, as Proxies for the undersigned to vote at the
Annual Meeting of Stockholders of The Dial Corp to be held on Tuesday, May 9,
1995 and at any adjournment or adjournments thereof, all shares of stock which
the undersigned is entitled to vote, with all voting rights the undersigned
would have if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PLEASE COMPLETE, SIGN, AND DATE ON THE REVERSE SIDE
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
