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As filed with the Securities and Exchange Commission on November 21, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE DIAL CORP
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-1169950
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Dial Tower, Phoenix, Arizona 85077
(602) 207-4000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
---------------
John W. Teets
Chairman and Chief Executive Officer
The Dial Corp
Dial Tower
Phoenix, Arizona 85077
(602) 207-4000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
---------------
Copies To:
L. Gene Lemon, Esq.
Vice President and General Counsel
The Dial Corp
Dial Tower
Phoenix, Arizona 85077
(602) 207-4000
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Approximate date of commencement of the proposed sale to
public: From time to time after the effective date of this
Registration Statement as determined by the Selling Shareholders
on the basis of market conditions and other factors.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box.
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. / X /
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Each Class Maximum Maximum Amount
of Securities Amount Offering Aggregate of
to be to be Price Per Offering Registra-
Registered Registered Unit (1) Price (1) tion Fee
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Common Stock, 312,462 $24.75 $7,733,434 $2,666.70
$1.50 par shares
value
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(1) Estimated solely for the purpose of calculating the
registration fee and based upon the average of the high and
low sale prices reported on the New York Stock Exchange on
November 16, 1995.
---------------
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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PROSPECTUS
THE DIAL CORP
312,462 Shares of Common Stock
($1.50 par value)
This Prospectus relates to 312,462 shares (the "Shares") of
the Common Stock, par value $1.50 per share ("Common Stock"), of
The Dial Corp (the "Company"). The Shares are being offered by
one or more shareholders of the Company (the "Selling
Shareholders") who acquired the Shares from the Company as
consideration in the acquisition of PayMate, Inc. ("PayMate") by
the Company (the "Acquisition"). See "Selling Shareholders."
The Selling Shareholders may sell the Shares from time to
time in one or more transactions. The Shares may be sold on the
New York Stock Exchange, through brokers or dealers, or
otherwise, at market prices then prevailing, or in negotiated
transactions. The Shares may also be offered in one or more
underwritten offerings, on a firm commitment or best efforts
basis. The underwriters in any underwritten offering and the
terms and conditions of any such offering will be described in a
supplement to this Prospectus. See "Plan of Distribution."
The Company will not receive any of the proceeds from the
sale of the Shares by the Selling Shareholders.
The Shares are listed on the New York Stock Exchange, on
which the Common Stock of the Company is traded.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
No dealer, salesperson or any individual has been authorized
to give any information, or to make any representations, other
than those contained or incorporated by reference in this
Prospectus or in a Prospectus Supplement, in connection with the
offer made by this Prospectus and any Prospectus Supplement, and,
if given or made, such information or representations must not be
relied upon as having been authorized by the Company or the
Selling Shareholders. Neither the delivery of this Prospectus or
any Prospectus Supplement nor any sale made hereunder or
thereunder shall, under any circumstances, create an implication
that there has been no change in the affairs of the Company since
the date hereof or thereof or that the information contained or
incorporated by reference herein or therein is correct as of any
time subsequent to the date hereof or thereof. This Prospectus
and any Prospectus Supplement shall not constitute an offer to
sell or a solicitation of an offer to buy any of the Shares in
any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction.
The date of this Prospectus is ________, 1996.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, and in accordance therewith
files reports, proxy statements and other information with the
Securities and Exchange Commission, which can be inspected and
copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the Regional Offices of the Commission at Seven World Trade
Center, New York, New York 10048, Northwestern Atrium Center, 500
Madison Street (Suite 1400), Chicago, Illinois 60661-2511 and
5757 Wilshire Boulevard, Los Angeles, California 90036-3648.
Copies of such material can be obtained at prescribed rates by
writing to the Securities and Exchange Commission, Public
Reference Section, Washington, D.C. 20549. The Common Stock of
the Company is listed on the New York Stock Exchange and the
Pacific Stock Exchange and reports, proxy statements and other
information about the Company can also be inspected at the
offices of The New York Stock Exchange, 20 Broad Street, New
York, New York 10005 and The Pacific Stock Exchange, 115 Sansome
Street, Suite 1104, San Francisco, California 94104. This
Prospectus does not contain all the information set forth in the
related registration statement and exhibits thereto which the
Company has filed with the Securities and Exchange Commission
under the Securities Act of 1933 and to which reference is hereby
made.
INCORPORATION BY REFERENCE
The following documents filed by the Company with the
Securities and Exchange Commission are incorporated by reference
in this Prospectus:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(b) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995, and September 30, 1995;
(c) Current Report on Form 8-K dated September 26, 1995;
and
(d) The description of the Company's Common Stock and the
Rights to purchase Common Stock contained in the Company's
registration statement on Form 8-B, dated February 24, 1992,
under Section 12 of the Securities Exchange Act of 1934.
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All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
after the date of this Prospectus and prior to the termination of
the offering of the Securities shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
or in any Prospectus Supplement modifies or supersedes such
statement. Any statement so modified or so superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
The Company will provide without charge to each person,
including any beneficial owner, to whom this Prospectus is
delivered, upon written or oral request of such person, a copy of
any or all of the information that has been incorporated by
reference in this Prospectus (not including exhibits to the
information incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that
the prospectus incorporates). Requests should be directed to The
Dial Corp, Dial Tower, Phoenix, Arizona 85077; Attention:
Treasury Department; telephone number (602) 207-4000.
THE COMPANY
The Company conducts a consumer products and services
business focused on North American markets producing annual
revenues in excess of $3.5 billion.
Dial's Consumer Products segment operates through four
divisions, as follows:
Personal Care, which manufactures and markets Dial, Tone,
Spirit, Pure & Natural and Liquid Dial soaps, and other
soap and skin care products;
Detergent, which manufactures and markets Purex and Purex
Ultra dry detergent, Purex heavy duty liquid detergent,
Trend, and other detergent products;
Household, which manufactures and markets Renuzit air
fresheners, Purex Toss 'n Soft, Brillo scouring pads,
Sno Bol and Sno Drops toilet bowl cleaners, Parsons
ammonia, Bruce floor care products and other household
items; and
Food, which processes and markets Armour Star chili, beef
stew, corned beef hash and Vienna sausage, Treet
luncheon meat and other shelf-stable canned foods,
Lunch Bucket microwaveable meals and other food
products.
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Dial's Services business operates in three principal
business segments through subsidiary corporations of Dial, as
follows:
Airline Catering and Services, which engages in airline
catering and aircraft fueling and other ground-handling
operations;
Convention Services, which provides exhibit design and
construction and exhibition preparation, installation,
electrical, transportation and management services to
major trade shows, manufacturers, museums and exhibit
halls and other customers; and
Travel and Leisure and Payment Services, which engages in
cruise line and hotel/resort operations, recreation and
travel services, food service operations, Canadian
intercity bus transportation, and operation of duty-free
shops on cruise ships and at international airports, and
offers money orders, official checks and negotiable
instrument clearing services in the United States
and Puerto Rico.
Dial subsidiaries operate service or production facilities
and maintain sales and service offices in the United States,
Canada and Mexico. The Company also conducts business in other
foreign countries.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the
sale of the Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
The Shares offered by this Prospectus were initially issued
to the Selling Shareholders pursuant to a Stock Purchase
Agreement dated as of September 26, 1995, between Travelers
Express Company, Inc., a subsidiary of the Company, and the
shareholders of PayMate (the "Purchase Agreement"). Each of the
PayMate shareholders is referred to individually herein as a
"Selling Shareholder," and all of the PayMate shareholders are
referred to collectively herein as the "Selling Shareholders."
Each of the Selling Shareholders was a director and/or officer of
PayMate prior to the Acquisition, and Gene Nygro and Mary Heitman
currently are vice presidents of PayMate. None of the Selling
Shareholders has had any other position, office or other material
relationship with the Company or any of its predecessors or
affiliates within the past three years except as a party to the
Purchase Agreement.
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Immediately following the Acquisition, the Selling
Shareholders held, in the aggregate, 312,462 shares of the
Company's Common Stock, or approximately .33 percent of the
Company's outstanding Common Stock. Because a Selling
Shareholder may offer pursuant to this Prospectus all or some
part of the Common Stock which it holds, and because the offering
may or may not be an underwritten offering on a firm commitment
basis, no estimate can be given as of the date hereof as to the
number of the Shares to be offered for sale by a Selling
Shareholder or as to the number of the Shares that will be held
by a Selling Shareholder upon termination of such offering. See
"Plan of Distribution."
The following table sets forth information with respect to
beneficial ownership of the Company's Common Stock as of the date
of this Prospectus by each Selling Shareholder.
Shareholder Name Number of Shares
---------------- ----------------
David Buhler 188,232
1000 Kentucky Street
Racine, Wisconsin 53405
Rudolph F. Scuglik 55,528
1257 37th Court
Kenosha, Wisconsin 53144
Attilio Cicchini 36,704
5414 81st Street
Kenosha, Wisconsin 53142
Gene Nygro 28,234
9010 West Hawthorne Lane
Franklin, Wisconsin 53132
Mary Heitman 3,764
411 South 72nd Street
Milwaukee, Wisconsin 53214
As necessary, other required information relating to any Selling
Shareholder will be set forth in a Prospectus Supplement.
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PLAN OF DISTRIBUTION
Any or all of the Shares may be sold from time to time to
purchasers directly by a Selling Shareholder. Alternatively, a
Selling Shareholder may from time to time offer any or all of the
Shares on the New York Stock Exchange, through brokers or
dealers, or otherwise, at market prices then prevailing, or in
negotiated transactions. The Shares may also be offered in one
or more underwritten offerings, on a firm commitment or best
efforts basis. The Company will receive no proceeds from the
sale of the Shares by the Selling Shareholders.
The Shares may be sold from time to time in one or more
transactions at a fixed offering price, which may be changed, or
at varying prices determined at the time of sale or at negotiated
prices. Such prices will be determined by a Selling Shareholder
or by agreement between a Selling Shareholder and its
underwriters, dealers, brokers or agents.
Any underwriters, dealers, brokers or agents participating
in the distribution of the Shares may receive compensation in the
form of underwriting discounts, concessions, commissions or fees
from a Selling Shareholder and/or purchasers of Shares, for whom
they may act. In addition, a Selling Shareholder and any such
underwriters, dealers, brokers or agents that participate in the
distribution of Shares may be deemed to be underwriters under the
Securities Act, and any profits on the sale of Shares by them and
any discounts, commissions or concessions received by any of such
persons may be deemed to be underwriting discounts and
commissions under the Securities Act. Those who act as
underwriter, broker, dealer or agent in connection with the sale
of the Shares will be selected by a Selling Shareholder and may
be entitled to indemnification by the Company and the applicable
Selling Shareholder against certain liabilities, including
liabilities under the Securities Act, and may have other business
relationships with the Company and its subsidiaries or affiliates
in the ordinary course of business.
At any time a particular offer of Shares is made by a Selling
Shareholder, if required, a Prospectus Supplement will be distributed which
will set forth the identity of, and certain information relating to, such
Selling Shareholder, the aggregate amounts of Shares being offered and the
terms of the offering, including the name or names of any underwriters, dealers
or agents, any discounts, commissions and other items constituting compensation
from such Selling Shareholder and any discounts, commissions or concessions
allowed or reallowed or paid to dealers. Such Prospectus Supplement and, if
necessary, a post-effective amendment to the Registration Statement of which
this Prospectus is a part will be filed with the Commission to reflect the
disclosure of additional information with respect to the distribution of the
Shares.
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DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company consists of (i)
200,000,000 shares of Common Stock, $1.50 par value per share,
(ii) 5,000,000 shares of Preferred Stock, $0.01 par value per
share, (iii) 442,352 shares of Series $4.75 Preferred Stock,
without par value but with a stated value of $100 per share (the
"$4.75 Preferred Stock"), and (iv) 2,000,000 shares of junior
participating preferred stock, par value $0.01 per share (the
"Junior Preferred Stock").
Subject to the rights of the holders of any outstanding
shares of Preferred Stock, $4.75 Preferred Stock and Junior
Preferred Stock, holders of Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors out
of funds legally available therefor.
Each holder of Common Stock is entitled to one vote for each
share held on all matters voted upon by the stockholders of the
Company, including the election of directors. The Common Stock
does not have cumulative voting rights. Election of directors is
decided by the holders of a plurality of the shares entitled to
vote and present in person or by proxy at a meeting for the
election of directors.
In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company, after the payment or
provision for payment of the debts and other liabilities of the
Company and the preferential amounts to which holders of the
Company's Preferred Stock, $4.75 Preferred Stock and Junior
Preferred Stock are entitled (if any shares of Preferred Stock,
$4.75 Preferred Stock and Junior Preferred Stock are then
outstanding), the holders of Common Stock are entitled to share
ratably in the remaining assets of the Company.
The outstanding shares of Common Stock are, and any shares
of Common Stock offered hereby upon issuance and payment therefor
will be, fully paid and nonassessable. The Common Stock has no
preemptive or conversion rights and there are no redemption or
sinking fund provisions applicable thereto.
The Common Stock of the Company is listed on The New York
Stock Exchange and The Pacific Stock Exchange (symbol "DL"). The
transfer agent and registrar is the First National Bank of
Boston.
CERTAIN ANTITAKEOVER EFFECTS OF CERTAIN PROVISIONS OF THE
CERTIFICATE OF INCORPORATION AND BYLAWS
The Certificate of Incorporation and Bylaws of the Company
contain certain provisions that could make more difficult the
acquisition of the Company by means of a tender offer, a proxy
contest or otherwise. The description set forth below is
intended as a summary only and is qualified in its entirety by
reference to the forms of the Certificate of Incorporation and
Bylaws, which have been filed as an exhibit to the registration
statement of which this Prospectus is a part.
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CLASSIFICATION OF BOARD. The Certificate of Incorporation
and Bylaws of the Company provide that the Company's Board of
Directors will be divided into three classes of directors, with
the classes to be as nearly equal in number as possible. The
term of office of one class of directors expires each year in
rotation so that one class is selected at each annual meeting of
shareholders for a full three-year term. The Bylaws provide for
not less than three nor more than seventeen directors which the
Company would have if there were no vacancies (the "Whole
Board"). The Bylaws provide that a vacancy on the Company's Board
may be filled only by the affirmative vote of a majority of the
remaining directors, even though less than a quorum. The
Certificate of Incorporation further provides that a director may
be removed only for cause and only by affirmative vote of the
holders of at least 80% of the voting power of the then
outstanding voting stock of the Company.
These provisions would preclude a third party from removing
incumbent directors and simultaneously gaining control of the
Company's Board by filling the vacancies created by removal with
its own nominees, unless such third party controls at least 80%
of the combined voting power of the voting stock of the Company.
Under the classified board provisions described above, it would
take at least two elections of directors for any individual or
group to gain control of the Company's Board. Accordingly, these
provisions would tend to deter unfriendly takeovers.
STOCKHOLDER ACTION. The Certificate of Incorporation and
the Bylaws also provide that stockholder action can be taken only
at an annual or special meeting of stockholders and prohibit
stockholder action by written consent in lieu of a meeting. The
Bylaws provide that special meetings of stockholders can be
called only by the Chairman of the Board of Directors or by the
Company's Board of Directors pursuant to a resolution adopted by
a majority of the Whole Board. Stockholders are not permitted to
call a special meeting or to require that the Company's Board of
Directors call a special meeting of stockholders.
ADVANCE NOTICE PROVISIONS. The Bylaws establish an advance
notice procedure for stockholders to make nominations of
candidates for election as directors, or to bring other business
before an annual meeting of stockholders of the Company (the
"Stockholder Notice Procedure").
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The Stockholder Notice Procedure provides that only persons
who are nominated by, or at the direction of, the Company Board,
or by a stockholder who has given timely written notice to the
Secretary of the Company prior to the meeting at which directors
are to be elected, will be eligible for election as directors of
the Company. The Stockholder Notice Procedure provides that at
an annual meeting only such business may be conducted as has been
brought before the meeting by, or at the direction of, the
Chairman of the Company's Board or by a stockholder who has given
timely written notice to the Secretary of the Company of such
stockholder's intention to bring such business before such
meeting.
Under the Stockholder Notice Procedure, for notice of
stockholder nominations to be made at an annual meeting to be
timely, such notice must be received by the Company not less than
70 days nor more than 90 days prior to the first anniversary of
the previous year's annual meeting (or if the date of the annual
meeting is advanced by more than 20 days, or delayed by more than
70 days, from such anniversary date, not earlier than the 90th
day prior to such meeting and not later than the later of (x) the
70th day prior to such meeting and (y) the 10th day after public
announcement of the date of such meeting is first made).
Notwithstanding the foregoing, in the event that the number of
directors to be elected is increased and there is no public
announcement made by the Company naming all of the nominees for
director or specifying the size of the increased Board of
Directors at least 80 days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice will be
timely, but only with respect to nominees for any new positions
created by such increase, if it is received by the Company not
later than the 10th day after such public announcement is first
made by the Company. Under the Stockholder Notice Procedure, for
notice of a stockholder nomination to be made at a special
meeting at which directors are to be elected to be timely, such
notice must be received by the Company not earlier than the 90th
day before such meeting and not later than the later of (x) the
70th day prior to such meeting and (y) the 10th day after public
announcement of the date of such meeting is first made.
In addition, under the Stockholder Notice Procedure, a
stockholder's notice to the Company proposing to nominate a
person for election as a director must contain certain specified
information. If the Chairman of the Board or other officer
presiding at a meeting determines that a person was not
nominated, or other business was not brought before the meeting,
in accordance with the Stockholder Notice Procedure, such person
will not be eligible for election as a director, or such business
will not be conducted at such meeting, as the case may be.
MERGER/SALE OF ASSETS. The Certificate of Incorporation of
the Company provides that certain "business combinations" (as
defined) must be approved by the holders of at least 66 2/3% of
the voting power of the shares not owned by an "interested
shareholder" (as defined), unless the business combinations are
approved by the "Continuing Directors" or meet certain
requirements regarding price and procedure.
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DELAWARE GENERAL CORPORATION LAW SECTION 203. The Company
is subject to the provisions of Section 203 of the General
Corporation law of the State of Delaware ("Delaware 203"), the
"business combination" statute. In general, the law prohibits a
public Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of
three years after the date of the transaction in which the person
became an interested stockholder, unless (i) prior to such date,
the board of directors of the corporation approved either the
business combination or the transaction that resulted in the
stockholder becoming an interested stockholder, (ii) upon
consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding
certain shares described in Delaware 203), or (iii) on or
subsequent to such date, the business combination is approved by
the board of directors of the corporation and authorized at an
annual or special meeting of stockholders and by the affirmative
vote of at least two-thirds of the outstanding voting stock that
is not owned by the "interested stockholder". "Business
combination" is defined to include mergers, asset sales and
certain other transactions resulting in a financial benefit to a
stockholder. An "interested stockholder" is defined generally as
a person who, together with affiliates and associates, owns (or,
within the prior three years, did own) 15% or more of a
corporation's voting stock. The Certificate of Incorporation
does not exclude the Company from the restrictions imposed under
203 of the Delaware law. The statute could prohibit or delay
the accomplishment of mergers or other takeover or change in
control attempts with respect to the Company and, accordingly,
may discourage attempts to acquire the Company.
RIGHTS PLAN
Pursuant to the Company's Rights Agreement attached to each
share of Common Stock is one right (a "Right") that, when
exercisable, entitles the holder of the Right to purchase one
two-hundredth of a share of Junior Preferred Stock at a purchase
price (the "Purchase Price") of $55, subject to adjustment. The
number of Rights attached to each share of Common Stock is
subject to adjustment. In certain events (such as a person or
group becoming the owner of 20% or more of the Common Stock or a
merger or other transaction with an entity controlled by such an
acquiring person or group), exercise of the Rights would entitle
the holders thereof (other than the acquiring person or group) to
receive Common Stock or common stock of a surviving corporation,
or cash, property or other securities, with a market value equal
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to twice the Purchase Price. Accordingly, exercise of the Rights
may cause substantial dilution to a person who attempts to
acquire the Company. The Rights automatically attach to each
outstanding share of Common Stock. There is no monetary value
presently assigned to the Rights, and they will not trade
separately from the Common Stock unless and until they become
exercisable. The Rights, which expire on February 28, 2002, may
be redeemed at a price of $.025 per Right at any time until any
individual, corporation or other entity (excluding the Company or
its affiliates) has acquired 20% or more of the outstanding
Common Stock, except as otherwise provided in the Rights
Agreement. The Rights Agreement may have certain antitakeover
effects, although it is not intended to preclude any acquisition
or business combination that is at a fair price and otherwise in
the best interests of the Company and its stockholders as
determined by the Board of Directors. However, a stockholder
could potentially disagree with the Board's determination of what
constitutes a fair price or the best interests of the Company and
its stockholders.
Shares of Junior Preferred Stock purchasable upon exercise
of the Rights will not be redeemable. Each share of Junior
Preferred Stock will be entitled to a minimum preferential
quarterly dividend payment of one dollar per share but will be
entitled to an aggregate dividend equal to 200 times the dividend
declared per share of Common Stock. In the event of liquidation,
the holders of the Junior Preferred Stock will be entitled to a
minimum preferential liquidation payment of $200 per share but
will be entitled to an aggregate payment equal to 200 times the
payment made per share of Common Stock. Each share of Junior
Preferred Stock will have 200 votes, voting together with the
Common Stock. Finally, in the event of any merger, consolidation
or other transaction in which Common Stock is exchanged, each
share of Junior Preferred Stock will be entitled to receive an
amount equal to 200 times the amount received per share of Common
Stock. These rights are protected by customary antidilution
provisions. Because of the nature of the dividend, liquidation
and voting rights of Junior Preferred Stock, the value of one
two-hundredth interest in a share of Junior Preferred Stock
purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
LEGAL MATTERS
The legality of the Shares will be passed upon for the
Company by L. Gene Lemon, Esq., Vice President and General
Counsel of the Company. As of October 31, 1995, Mr. Lemon held
approximately 159,000 shares of Common Stock of the Company and
options to acquire approximately 246,000 of such shares.
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EXPERTS
The consolidated financial statements incorporated in this
Prospectus by reference from the Company's Annual Report on Form
10-K for the year ended December 31, 1994, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their
report (which report expresses an unqualified opinion and
includes an explanatory paragraph referring to the Company's
change in the method of accounting for postretirement benefits
other than pensions in 1992) which is incorporated herein by
reference, and has been so incorporated in reliance upon the
report of such firm given upon their authority as experts in
accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following expenses of this offering will be borne by the
Company.*
SEC Registration Fee $2,666.70
Legal Fees and Expenses $1,000.00
Accounting Fees and Expenses $1,000.00
Miscellaneous $1,000.00
--------
Total $5,666.70
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* All amounts other than the SEC registration fee are
estimated. The Selling Shareholders will not be responsible
for payment of any of the expenses set forth above.
Item 15. Indemnification of Directors and Officers.
The Restated Certificate of Incorporation (the "Certificate
of Incorporation") of the Company provides that each person who
is or was or had agreed to become a director or officer of the
Company, or each such person who is or was serving or who had
agreed to serve at the request of the Board of Directors of the
Company or an officer of the Company as an employee or agent of
the Company or as a director, officer, employee or agent of
another Company, partnership, joint venture, trust or other
enterprise (including the heirs, executors, administrators or
estate of such person), will be indemnified by the Company, in
accordance with the Bylaws, to the full extent permitted from
time to time by Delaware law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to
provide prior to such amendment) or any other applicable laws as
presently or hereafter in effect. In addition, the Company may
enter into one or more agreements with any person providing for
indemnification greater or different than that provided in the
Certificate of Incorporation.
The Bylaws of the Company (the "Bylaws") provide that each
person who was or is made a party or is threatened to be made a
party to or is involved in any action, suit, or proceeding,
whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he or she or a person
of whom he or she is the legal representative is or was a
director, officer or employee of the Company or is or was serving
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<PAGE> 16
at the request of the Company as a director, officer, employee or
agent of another Company or of a partnership, joint venture,
trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such Proceeding is
alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a
director, officer, employee or agent, will be indemnified and
held harmless by the Company to the fullest extent authorized by
Delaware law as the same exists or may in the future be amended
(but, in the case of any such amendment, only to the extent that
such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to
provide prior to such amendment), against all expense, liability
and loss (including attorneys, fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such person in connection
therewith and such indemnification will continue as to a person
who has ceased to be a director, officer, employee or agent and
will inure to the benefit of his or her heirs, executors and
administrators; however, except as described in the following
paragraph with respect to Proceedings to enforce rights to
indemnification, the Company will indemnify any such person
seeking indemnification in connection with a Proceeding (or part
thereof) initiated by such person only if such Proceeding (or
part thereof) was authorized by the Board of Directors of the
Company.
Pursuant to the Bylaws, if a claim described in the
preceding paragraph is not paid in full by the Company within
thirty days after a written claim has been received by the
Company, the claimant may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim,
and, if successful in whole or in part, the claimant will be
entitled to be paid also the expense of prosecuting such claims.
The Bylaws provide that it will be a defense to any such action
(other than an action brought to enforce a claim for expenses
incurred in defending any Proceeding in advance of its final
disposition where the required undertaking, if any is required,
has been tendered to the Company) that the claimant has not met
the standards of conduct which make it permissible under the
General Company Law of the State of Delaware (the "Delaware Law")
for the Company to indemnify the claimant for the amount claimed,
but the burden of proving such defense will be on the Company.
The Certificate of Incorporation and the Bylaws provide that any
such determination will be made by independent legal counsel
selected by the claimant, approved by the Board of Directors of
the Company (the "Board") (which approval may not be unreasonably
withheld) and retained by the Board on behalf of the Company.
Neither the failure of the Company (including the Board,
independent legal counsel or stockholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set
forth in the Delaware Law, nor an actual determination by the
Company (including the Board, independent legal counsel or
stockholders) that the claimant has not met such applicable
standard of conduct, will be a defense to the action or create a
presumption that the claimant has not met the applicable standard
of conduct.
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<PAGE> 17
The Bylaws provide that the right to indemnification and the
payment of expenses incurred in defending a Proceeding in advance
of its final disposition conferred in the Bylaws will not be
exclusive of any other right which any person may have or may in
the future acquire under any statute, provision of the
Certificate of Incorporation, the Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise. The Bylaws
permit the Company to maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of
the Company or another Company, partnership, joint venture, trust
or other enterprise against any expense, liability or loss,
whether or not the Company would have the power to indemnify such
person against such expense, liability or loss under the Delaware
Law. The Company has obtained directors and officers liability
insurance providing coverage to its directors and officers. In
addition, the Bylaws authorize the Company, to the extent
authorized from time to time by the Board, to grant rights to
indemnification, and rights to be paid by the Company the
expenses incurred in defending any Proceeding in advance of its
final disposition, to any agent of the Company to the fullest
extent of the provisions of the Bylaws with respect to the
indemnification and advancement of expenses of directors,
officers and employees of the Company.
The Bylaws provide that the right to indemnification
conferred therein is a contract right and includes the right to
be paid by the Company the expenses incurred in defending any
such Proceeding in advance of its final disposition, except that
if Delaware law requires, the payment of such expenses incurred
by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in
advance of the final disposition of a Proceeding will be made
only upon delivery to the Company of an undertaking by or on
behalf of such director or officer to repay all amounts so
advanced if it is ultimately determined that such director or
officer is not entitled to be indemnified under the Bylaws or
otherwise.
The Company has entered into indemnification agreements with
each of the Company's directors. The indemnification agreements,
among other things, require the Company to indemnify the officers
and directors to the fullest extent permitted by law, and to
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<PAGE> 18
advance to the directors all related expenses, subject to
reimbursement if it is subsequently determined that
indemnification is not permitted. The Company must also
indemnify and advance all expenses incurred by directors seeking
to enforce their rights under the indemnification agreements, and
cover directors under the Company's directors' liability
insurance. Although the form of indemnification agreement offers
substantially the same scope of coverage afforded by provisions
in the Certificate of Incorporation and the Bylaws, it provides
greater assurance to directors that indemnification will be
available, because, as a contract, it cannot be modified
unilaterally in the future by the Board or by the stockholders to
eliminate the rights it provides, an action that is possible with
respect to the relevant provisions of the Bylaws, at least as to
prospective elimination of such rights.
Item 16. Exhibits.
Exhibit Number Description of Documents
- -------------- ------------------------
5 Opinion of L. Gene Lemon, counsel to the
Company
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of L. Gene Lemon (contained in
Exhibit 5)
24 Power of attorney (included on signature page
of this Registration Statement)
Item 17. Undertakings.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually, or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
II-4
<PAGE> 19
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
informed that in the opinion of the SEC such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE> 20
(i) (1) That, for purposes of determining any liability
under the Securities Act of 1933, the information omitted from
the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared
effective.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each post effective amendment
that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-6
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it
meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Phoenix, and State of Arizona, on the 16th day of November, 1995.
THE DIAL CORP
By: /s/ John W. Teets
Chairman and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes
and appoints Richard C. Stephan, as his attorney-in-fact, with
full power of substitution and resubstitution, to sign and file
on his or her behalf individually and in each such capacity
stated below any and all amendments and post-effective amendments
to this Registration Statement, as fully as such person could do
in person, hereby verifying and confirming all that said
attorney-in-fact, or his substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
Principal Executive
Officer
/s/ John W. Teets Director; Chairman, 11/16/95
and Chief
Executive Officer
Principal Financial
Officer
/s/ Ronald G. Nelson Vice President-Finance 11/16/95
and Treasurer
Principal Accounting
Officer
/s/ Richard C. Stephan Vice President-Controller 11/16/95
S-1
<PAGE> 22
Directors
/s/ Joe T. Ford 11/16/95
/s/ Thomas L. Gossage 11/16/95
/s/ Donald E. Guinn 11/16/95
/s/ Jess Hay 11/16/95
/s/ Judith K. Hofer 11/16/95
/s/ Andrew S. Patti 11/16/95
/s/ Jack F. Reichert 11/16/95
/s/ Linda Johnson Rice 11/16/95
/s/ Dennis C. Stanfill 11/16/95
/s/ A. Thomas Young 11/16/95
S-2
<PAGE> 1
Exhibit 5
November 17, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: The Dial Corp Registration Statement on Form S-3
Gentlemen:
This opinion is delivered in connection with the
registration by The Dial Corp, a Delaware corporation (the
"Company"), on Form S-3 (the "Registration Statement"), under the
Securities Act of 1933, as amended, for 312,462 shares of the
Company's Common Stock ("Common Stock"), together with the
associated preferred stock purchase rights ("Rights").
In arriving at this opinion, I have examined such corporate
instruments, documents, statements and records of the Company and
others as I have deemed relevant and necessary or appropriate for
the purposes of this opinion.
I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals, the
conformity to original documents of all the documents submitted
to me as certified or photostatic copies, and the authenticity of
the originals of such latter documents.
Based upon the foregoing, I am of the opinion that the
Common Stock to be sold pursuant to the Registration Statement,
together with the associated Rights, when sold in the manner
referred to in the Registration Statement, will be legally
issued, fully paid and nonassessable securities of the Company.
I hereby consent to the reference to my name in the
Registration Statement and further consent to the inclusion of
this opinion as Exhibit 5 to the Registration Statement. In
giving this consent, I do not hereby admit that I am in the
category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ L.G. Lemon
<PAGE> 1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of The Dial Corp on Form S-3 of our report
dated February 24, 1995, which report expresses an unqualified
opinion and includes an explanatory paragraph referring to the
Company's change in the method of accounting for postretirement
benefits other than pensions in 1992, appearing in the Annual
Report on Form 10-K of The Dial Corp for the year ended December
31, 1994, and to reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
November 17, 1995
