As filed with the Securities and Exchange Commission on June 20, 1996
Registration No. _______
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
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 No.)
Dial Tower, Phoenix, Arizona 85077
(602) 207-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
___________________
Peter J. Novak, Esq.
Vice President and General Counsel
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)
___________________
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
___________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
___________________
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. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
Proposed Proposed
Title of each Maximum Maximum
class of Amount Offering Aggregate Amount of
securities to be Price Per Offering Registration
registered Registered Unit Price Fee
___________________________________________________________________________
Common Stock 1,300,000 $29 1/16 $37,778,000.00 $13,026.99
($1.50 par
value (1)
___________________________________________________________________________
(1) This registration statement covers 1,300,000 shares of Common Stock
and 1,300,000 Preferred Share Purchase Rights of The Dial Corp.
Rights are attached to and trade with the Common Stock of the
Corporation. Value attributable to such rights, if any, is reflected
in the market price of the Common Stock.
___________________________________________________________________________
<PAGE>
PROSPECTUS
THE DIAL CORP
DIVIDEND REINVESTMENT PLAN
COMMON STOCK, $1.50 PAR VALUE
__________________
The Dial Corp ("Corporation") is offering to its common stockholders
and other investors the opportunity to purchase shares of its common stock,
$1.50 par value ("Common Stock"), pursuant to the Corporation's Dividend
Reinvestment Plan ("Plan"). The Plan provides stockholders of record of
Common Stock with a means of automatically reinvesting cash dividends in
shares of Common Stock. The Plan also provides all investors with a
systematic and convenient method to purchase shares of Common Stock through
optional cash payments.
Pursuant to the provisions of the Plan, shares of Common Stock may be
purchased at the option of the Corporation on the open market, directly
from the Corporation, in privately negotiated transactions, from Plan
Participants who have directed the Corporation to sell their shares or from
stockholders owning 49 or fewer shares who have offered their entire
holdings for sale. Shares of Common Stock purchased on the open market, in
privately negotiated transactions, from Plan Participants or other
stockholders will be sold to Participants at the average price of such
shares purchased on behalf of Plan Participants during a particular
investment period. Shares of Common Stock purchased directly from the
Corporation will be issued and sold at a price equal to the closing price
as reported on the New York Stock Exchange composite transactions on
certain dates (as described herein).
The outstanding shares of Common Stock are, and the shares received
pursuant to the Plan will be, listed on the New York Stock Exchange.
It is recommended that this Prospectus be retained for future
reference.
__________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________________
The Date of this Prospectus is June 20, 1996
<PAGE>
No person is authorized to give any information or to make any
representations other than those contained in this Prospectus, and if given
or made such information or representations must not be relied upon as
having been authorized. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other than the
securities to which it relates or any offer to sell or the solicitation of
an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create an implication
that there has been no change in the affairs of the Corporation since the
date hereof.
__________________
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy material and other information
with the Securities and Exchange Commission (the "Commission"). Reports,
proxy material and other information concerning the Corporation can be
inspected and copied at the offices of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at the following regional offices of the
SEC: 219 South Dearborn Street, Chicago, Illinois 60604, 7 World Trade
Center, New York, New York 10048, and 5670 Wilshire Boulevard, Los Angeles,
California 90036. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. Such reports, proxy material and other
information concerning the Corporation also may be inspected at the offices
of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
The Corporation has filed with the Commission a Registration Statement
on Form S-3 (herein, together with all amendments and exhibits, referred to
as the "Registration Statement") under the Securities Act of 1933, as
amended. This Prospectus does not contain all of the information set forth
in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the Commission
(File No. 001-11015) pursuant to the Exchange Act are incorporated herein
by reference:
1. The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 (the "Form 10-K");
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in clause 1 above;
3. The description of Common Stock of the Corporation contained in
its Registration Statement, filed by the Corporation on March 3, 1992,
pursuant to Section 12 of the Exchange Act, including any amendment or
reports filed for the purpose of updating such description; and
4. All other documents filed by the Corporation pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of Dial Common
Stock hereunder.
Any statement contained in a document 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 incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified will
not be deemed to constitute part of this Prospectus except as so modified
and any statement so superseded will not be deemed to constitute part of
this Prospectus.
The Corporation will provide without charge to each person, including
any beneficial owner, to whom this Prospectus is delivered, on the written
or oral request of such person, a copy of any and all of the information
incorporated herein by reference (other than exhibits to the information
incorporated by reference unless such exhibits are specifically
incorporated by reference into the information that this prospectus
incorporates). Written or telephone requests should be directed to The
Dial Corp at its principal executive offices, Dial Tower, Phoenix, Arizona
85077, Attention: Stockholder Services Department (telephone (602) 207-5683).
THE CORPORATION
The Corporation conducts a consumer products business and provides
services to consumers and business focused on North American markets.
Subsidiaries of the Corporation operate service or production facilities
and maintain sales and service offices in the United States, Canada, Mexico
and Guatemala. The Corporation also conducts business in other foreign
countries.
The Corporation has announced plans for a strategic restructuring of
its businesses which will separate Dial into two publicly-traded companies:
one comprised of the consumer products business and the other of the
services businesses.
The consumer products segment operates through four divisions:
personal care, detergent, household, and food. The services businesses
operate in three principal business segments: airline catering and
services, convention services, and travel and leisure and payment services.
The Corporation's principal executive offices are located at Dial
Tower, Phoenix, Arizona 85077, and its telephone number is (602) 207-4000.
USE OF PROCEEDS
The Corporation does not know the number of shares of Common Stock
that will ultimately be purchased pursuant to the Plan, the extent to which
shares will be purchased directly from the Corporation rather than in the
open market, or the prices at which such shares will be purchased. The
proceeds from purchases of Common Stock directly from the Corporation under
the Plan will be used for general corporate purposes.
DESCRIPTION OF DIVIDEND REINVESTMENT PLAN
Stockholders of The Dial Corp (the "Corporation") may purchase shares
of the Corporation's Common Stock pursuant to the Dividend Reinvestment
Plan of The Dial Corp (the "Plan") by automatic reinvestment of dividends
paid on Common Stock and by making optional cash payments. The following
description of the Plan is qualified in its entirety by reference to the
terms and conditions of the Plan. See Annex A--"Terms and Conditions of
The Dividend Reinvestment Plan of The Dial Corp".
PURPOSE
The Plan offers Participants a simple, easy, and economical way to
invest in Common Stock of the Corporation.
Dividends on a Participant's Common Stock will be invested by the
Corporation in Common Stock. A Participant also may make optional cash
payments of not less than $10 nor more than $5,000 in total per calendar
month. Nonstockholders may also become participants by making a cash
payment of not less than $100 nor more than $5,000. Optional cash payments
also will be invested by the Corporation in Common Stock. Dividends on
preferred stock of the Corporation and on Common Stock held in brokerage
accounts are not eligible for reinvestment.
ADVANTAGES
The advantages of the Plan are:
(a) At this time, there is no cost to a Participant to invest funds
through the Plan. All expenses, including brokerage commissions,
transfer taxes, and service charges, if any, are currently paid
by the Corporation.
(b) All record keeping is done automatically, and a Participant is
sent details of every transaction.
(c) A Participant realizes the long-range effects of dollar cost
averaging because shares are purchased regularly at prevailing
market prices.
PARTICIPANTS AND ENROLLMENT
Any person or entity, whether or not a holder of record of shares of
Common Stock, is eligible to participate in the Plan, provided that (i)
such person or entity fulfills the prerequisites for participation
described below and (ii) in the case of citizens or residents of a country
other than the United States, its territories, and possessions,
participation would not violate local laws applicable to the Corporation or
the Participant.
After being furnished with a copy of this Prospectus, eligible
applicants may join the Plan by completing and signing an authorization
form and returning it to the Corporation. Current registered stockholders
should be sure to sign their names on the authorization form exactly as
they appear on their certificates. Nonstockholders must include a minimum
initial investment of at least $100 with their completed authorization
form.
Beneficial owners of shares of Common Stock registered in the name of
someone else (for example, a bank, broker, or trustee) may participate in
the Plan by withdrawing some or all of those shares.
Authorization forms will be processed as promptly as practicable.
Participation in the Plan will begin after the properly completed
authorization form has been reviewed and accepted by the Corporation.
Completed authorization forms should be sent to Dividend Reinvestment Plan
of The Dial Corp, Dial Tower, Phoenix, Arizona 85077-1424.
Participants who have questions concerning the Plan may call one of
the following numbers:
Toll Free 1-800-453-2235
Local Phoenix 207-2019
REINVESTMENT OF CASH DIVIDENDS
Participants may elect to reinvest cash dividends paid on all or a
portion of the Common Stock registered in their names and the Common Stock
held in their Plan accounts by designating their election on the
authorization form. Participants electing partial reinvestment of cash
dividends must designate the number of whole shares for which they want to
receive cash dividends.
Reinvestment levels may be changed from time to time as a Participant
desires by submitting a new authorization form to the Corporation. To be
effective with respect to a particular Common Stock dividend, any such
change must be received by the Corporation on or before the last day of
February, May, August or November.
Once a Participant elects reinvestment, cash dividends paid on shares
of Common Stock registered in the Participant's name or held in the
Participant's account will be reinvested in additional shares of Common
Stock. If the Participant has specified partial reinvestment, that portion
of such dividend payment not being reinvested will be sent to the
Participant by check in the usual manner. The Corporation may initiate
purchase transactions for the reinvestment of dividends prior to the actual
payment of dividends in order to minimize, to the extent possible, the
delay between the payment of dividends and the settlement of purchase
transactions.
INVESTMENT OF OPTIONAL CASH PAYMENTS
A Participant may make cash payments to the Plan of not less than $10
per investment, nor more than $5,000, in total, per calendar month. Cash
payments may be made by completing the tear-off portion of a Participant's
account statement and sending it, together with a check or money order
payable to The Dial Corp, DRP, to the following address:
Dividend Reinvestment Plan of
The Dial Corp
P. O. Box 53542
Phoenix, Arizona 85072-3542
In order to assure that the proper account is credited with cash
payments, the tear-off portion of a Participant's statement must be
enclosed with such Participant's check or money order.
Cash payments will not be accepted by the Corporation if a Participant
imposes any restrictions with respect to the number of shares to be
purchased, the price at which shares are to be purchased, the timing of a
purchase, or what the Participant's balance will be following a purchase.
In addition, the Corporation cannot purchase shares for a Participant
without advance payment, nor can it refund any part of a Participant's cash
payment after shares are purchased. It is not possible for the Corporation
to tell a Participant in advance how much money to send for the purchase of
a full or fractional share because the per-share price will not be known
until the shares are purchased. The Corporation reserves the right to
reject any optional Cash Payment if it determines, in its sole judgment
that the Participant or Participants submitting such optional Cash Payment
are investing, or intend to invest, in the Plan in a manner contrary to
applicable law or the general intent of the Plan, which is to provide
otherwise eligible persons with a systematic and convenient method of
investing in shares of Common Stock.
INVESTMENT OF FUNDS
Dividend payments and optional cash payments will be invested by the
Corporation within 35 days following receipt, except as provided by law.
Cash payments received from a Participant prior to or in the month in which
a dividend is paid may be invested concurrently with such dividend.
Funds received from dividend payments normally are invested on the
dividend payment date. Funds derived from optional cash payments are
normally accumulated by the Corporation for that calendar month and then
are invested.
At the option of the Corporation, purchases of Common Stock may be
made on the open market, directly from the Corporation, in privately
negotiated transactions, from those Participants who have directed the
Corporation to sell their shares, or from stockholders owning 49 or fewer
shares who have offered their entire holdings for sale. If shares are
purchased directly from the Corporation, the purchase price will be the
closing price as reported on the New York Stock Exchange composite
transactions (a) on the day before the dividend payment date for purchases
made with dividend payments and (b) on the last day of the month in which
funds are received for purchases made with optional cash payments.
If any dividend and/or any cash payment is not enough to purchase a
whole share of Common Stock, a fractional share equivalent will be credited
to a Participant's account and will earn a proportionate share of future
dividends.
A Participant may withdraw any optional cash payment by notice in
writing received at least two business days prior to the investment of the
payment. No interest will be paid on funds held by the Corporation prior
to investment.
ACCOUNT STATEMENT
A Participant will receive a statement summarizing activity in such
Participant's account, usually within two weeks after a purchase or sale is
made. The account statement will show the date of each transaction; the
type of transaction, such as purchase or sale; the amount of funds
received; the number of shares purchased or sold; the price per share
purchased or sold; the number of shares withdrawn in certificate form; and
the cash and share balance in such Participant's account at the time the
statement is prepared.
The year-end account statement will show the date and price of each
purchase or sale made on a Participant's behalf during the calendar year.
Such account statement also will show the total amount of brokerage fees,
if any, paid by the Corporation for shares purchased or sold on a
Participant's behalf. The fees will not be owed to the Corporation by a
Participant, but will constitute taxable income to a Participant and be
added to the basis of a Participant's shares for Federal income tax
purposes. A Participant's account statement for the next succeeding year
will show the prior year's balance, but none of the details with respect to
specific purchases in the prior year. For tax and other purposes,
therefore, a Participant should permanently retain year-end copies of the
account statement.
After the close of the calendar year, a Participant will receive a
copy of IRS Form 1099-DIV showing total dividends reported to the Internal
Revenue Service as having been paid on shares held in such Participant's
Plan account and on non-Plan shares registered in such Participant's name
on the books of the Corporation, and total brokerage fees, if any, paid by
the Corporation on such Participant's behalf.
SHARE SALES
A Participant may request the Corporation to sell any number of full
shares held in such Participant's account. The request to sell shares
should be made by completing the tear-off portion of the account statement
and sending it to the address listed under the caption "Termination" of
this Prospectus or by making a telephone call to the number listed under
the caption "Termination" of this Prospectus. There will be no charge to a
Participant for fees, commissions, and other expenses in connection with
the sale. Upon receipt of a properly completed request, a Participant's
shares will be sold on the open market or to the Plan. The price per share
sold will be the average price of all shares sold on behalf of Participants
during a specific period or, if the sale is to the Plan, the closing price
on the date a Participant's request is received.
All stockholders who own 49 or fewer shares are eligible to sell all
of their shares through the Plan. Partial sales will not be accepted. In
all other respects, the terms and conditions of sale shall be the same as
for sales by Participants set forth above.
TERMINATION
A Participant may terminate participation in the Plan by writing to
the following address, or by making a telephone call to the following
number, requesting termination:
Dividend Reinvestment Plan of
The Dial Corp
Dial Tower
Phoenix, Arizona 85077-1424
Telephone: Toll Free 1-800-453-2235
Local Phoenix 207-2019
Upon termination, a Participant may request (1) that a certificate be
issued for all full shares held for such Participant's account and a check
be issued for the proceeds from the sale of any fractional share
equivalent, or (2) that all full shares and any fractional share equivalent
held for such Participant's account be sold and a check issued for the
proceeds. There will be no cost to a Participant with respect to
termination of a Participant's participation in the Plan.
If a Participant does not own at least one whole share registered in
the Participant's name or held through the Plan, the Participant's
participation in the Plan may be terminated. Dial may also terminate the
Plan or any Participant's participation in the Plan after written notice in
advance mailed to such Participants at the addresses appearing on the
Corporation's records. Participants whose participation in the Plan has
been terminated will receive certificates for whole shares held in their
accounts and a check for the cash value of any fractional share held in
their Plan accounts.
SHARE SAFEKEEPING
At the time of enrollment in the Plan, or at any later time,
Participants may use the Plan's "Share Safekeeping" service to deposit any
Common Stock certificates in their possession with the Corporation. Shares
deposited will be transferred into the name of the Corporation or its
nominee and credited to the Participant's account under the Plan.
Thereafter, such shares will be treated in the same manner as shares
purchased through the Plan.
If a Participant wishes, the Plan's Share Safekeeping service may be
used while continuing to receive dividends paid by check on his or her
entire holdings in the Plan. If a stockholder wants this service, at the
time of enrollment, the box "Share Safekeeping Only" should be checked on
the enrollment form. A Participant may also change to this option at any
time by completing a new enrollment form.
By using the Plan's Share Safekeeping service, Participants no longer
bear the risk associated with loss, theft or destruction of stock
certificates. Also, because shares deposited with the Corporation are
treated in the same manner as shares purchased through the Plan, they may
be transferred or sold through the Plan in a convenient and efficient
manner. See "Withdrawal of Certificates" below and "Share Sales" above.
Participants who wish to deposit their Common Stock certificates with
the Corporation must return to the Corporation, by registered, insured
mail, the Common Stock certificates to be deposited along with a letter
indicating the shares are to be deposited into the Plan. The certificates
should not be endorsed.
WITHDRAWAL OF SHARES FROM A BROKER
Owners of Common Stock may wish to withdraw shares owned by them but
held in "street name" through a broker or other agent. To do so, the owner
should contact the broker holding the shares of Common Stock and arrange to
withdraw those shares. Those shares could then be deposited with the
Corporation as described above under the caption "Share Safekeeping."
WITHDRAWAL OF CERTIFICATES
A Participant may at any time, without terminating participation in
the Plan, obtain a certificate or certificates for any or all full shares
credited to such Participant's account by completing the tear-off portion
of the account statement and sending it to the address listed under the
caption "Termination" of this Prospectus or by making a telephone call to
the number listed under the caption "Termination" of this Prospectus.
VOTING
The Corporation will furnish Participants with all proxy materials
including a proxy, relating to any annual or special meeting of
stockholders. The proxy will cover all shares of Common Stock held in a
Participant's Plan account, as well as any other shares held of record by a
Participant, and will be voted as specified.
STOCK DIVIDENDS, SPLITS AND RIGHTS OFFERINGS
Any stock dividends or split shares distributed by the Corporation
with respect to the Common Stock held for a Participant in the Plan will be
credited to such Participant's Plan account. In the event the Corporation
distributes to its stockholders rights to purchase additional shares of
Common Stock or other securities of the Corporation, the Corporation will
sell all rights, if severable, received by it as agent with respect to
Participants' shares and the resultant funds will be treated as a cash
payment.
Accordingly, if a Participant desires to exercise any such rights,
such Participant must make a written or telephone request that certificates
for shares in the Plan account be issued to such Participant so that such
rights may be received directly.
AMENDMENT AND MODIFICATION
The Corporation reserves the right to suspend, to modify (including
but not limited to service charges and fees, optional cash payment limits
and similar matters, but subject to any requisite authorization or approval
by regulatory agencies having jurisdiction) or to terminate the Plan or any
Participant's participation in the Plan at any time by written notice
mailed to all Participants or such Participant, as the case may be, at his
or her address as it appears on the Corporation's records. The Corporation
also reserves the right to adopt, and from time to time to change, such
administrative rules and regulations (not inconsistent in substance with
the basic provisions of the Plan then in effect) as it deems desirable or
appropriate for the administration of the Plan.
FEDERAL INCOME TAX CONSEQUENCES
Participants in the Plan have the same federal income tax obligations
with respect to their invested dividends as do stockholders who are not
Participants in the Plan. Therefore, dividends which a Participant
reinvests under the Plan will be treated for federal income tax purposes as
having been received even though the Participant does not actually receive
them in cash but, instead, uses them to purchase shares under the Plan.
The tax basis of shares acquired under the Plan, whether acquired with
reinvested dividends or with optional cash payments, is equal to their
purchase price under the Plan. The holding period for shares credited to a
Participant's Plan account pursuant to the dividend reinvestment aspect of
the Plan will begin on the day following the dividend payment date. The
holding period for shares purchased by optional cash payments will begin on
the day following the date of purchase. Because tax consequences may
differ among Participants in the Plan, each Participant should discuss
specific tax questions regarding participation in the Plan with his or her
own tax advisor.
LEGAL OPINIONS
The legality of the securities offered pursuant to this Registration
Statement has been passed upon for the Corporation by Peter J. Novak, Vice
President-General Counsel of the Corporation. Mr. Novak owns, and has
options to purchase, shares of Common Stock of the Corporation.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference from the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1995, 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 relating to the
Corporation's change in the method of accounting for long-lived assets in
1995), 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.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The General Corporation Law of Delaware contains provisions permitting
indemnification of officers and directors of Dial which may be sufficiently
broad to indemnify them for liabilities arising under the Securities Act of
1933. Moreover, the Certificate of Incorporation of Dial contains
provisions on indemnification of officers and directors. Dial has a
directors' and officers' liability and corporation reimbursement insurance
policy protecting directors and officers of Dial and its subsidiaries
against liability arising from any claim for breach of duty, neglect,
error, misstatement, misleading statement, omission or any other wrongful
act (subject to certain exceptions) committed by reason of the director or
officer acting in such capacity. In addition, the Plan provides that the
Corporation or its officers, directors and employees shall be indemnified
against any and all liability arising by reason of any act or failure to
act made in good faith pursuant to the provisions of the Plan.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or persons
controlling Dial pursuant to the foregoing provisions, Dial has been
informed that in the opinion of the Securities and Exchange Commission 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 Dial of expenses incurred or paid by a director,
officer or controlling person of Dial 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, Dial
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.
<PAGE>
ANNEX A
TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT
PLAN OF THE DIAL CORP
1. The Dial Corp (the "Corporation") will promptly pay over to the
Dividend Reinvestment Plan of The Dial Corp (the "Plan") each cash
dividend (hereinafter called a "Dividend") payable on shares of Common
Stock of the Corporation ("Common Stock") held of record by, and on
any full or fractional shares of Common Stock held by the Corporation
as agent under the Plan for, each Participant in the Plan
("Participant"). The Corporation will apply all Dividends and all
"Cash Payments," as defined and described in paragraph 7 below, to the
purchase of Common Stock which the Corporation will hold as agent for
the Participant. Such purchases may be made on any securities
exchange where the Common Stock is traded, in the over-the-counter
market, in privately negotiated transactions, directly from the
Corporation (either original issue or treasury shares), from
Participants who have directed the Corporation to sell their Common
Stock or from stockholders owning 49 or fewer shares who have offered
their entire holdings for sale, and may be on such terms as to price,
delivery, and otherwise, and may be executed through such brokers, and
otherwise, as the Corporation shall determine. In making the
purchases the Corporation may commingle the funds of each Participant
with those of the other Participants. If the purchase is made
directly from the Corporation, the price of the stock for purchases
made with Dividend payments shall be the reported closing price on the
day before such Dividend is paid and the price of the Common Stock for
purchases made with Cash Payments shall be the reported closing price
on the last day of the month in which such payments are received. The
reported closing price as used in this section is the closing price as
reported in the Wall Street Journal for New York Stock Exchange
composite transactions (or, if not reported on such date, then as
reported on the last previous day of such report), or any report
succeeding to the function of such report (or, if not so reported,
then in any other newspaper of general circulation in New York City).
2. The Corporation will endeavor to invest promptly, and will invest
within 35 days after the receipt thereof, each Dividend paid to it
pursuant to paragraph 1 above and each Cash Payment turned over to it
pursuant to paragraph 7 below, except to the extent that applicable
law may require the curtailment or suspension of or otherwise limit
purchases of Common Stock. Upon completion of the investment by the
Corporation of any payment received by it representing Dividends
and/or Cash Payments, the Corporation will calculate the number of
shares of Common Stock purchased and the aggregate price. The
Corporation as agent under the Plan will retain the certificates for
all shares so purchased by it unless a request pursuant to paragraph 9
is received from the Participant or unless the rights granted under
paragraph 11 are exercised.
3. At the time of enrollment in the Program, or at any later time,
Participants may deposit any Common Stock certificates in their
possession with the Corporation. Shares deposited will be transferred
into the name of the Corporation or its nominee and credited to the
Participant's account under the Plan. Thereafter, such shares will be
treated in the same manner as shares purchased through the Plan.
Participants may elect to receive dividends paid by check on all
shares on deposit with the Corporation.
4. The Corporation will maintain an account (the "Account") for each
Participant. On each dividend payment date each Account will be
credited with the Participant's Dividend and, upon receipt of a Cash
Payment from a Participant, Participant's Account will be credited
with such Cash Payment. Upon Purchase of any shares of Common Stock
by the Corporation, the Account of each Participant will be reduced by
such Participant's proportionate share of the aggregate purchase price
paid for such shares of Common Stock and such Account will be credited
with such Participant's proportionate part of the total number of such
shares of Common Stock purchased by the Corporation.
5. Participants may elect to reinvest cash dividends paid on all or a
portion of the Common Stock registered in their names and the Common
Stock held in their accounts by designating their election on the
authorization form. Participants electing partial reinvestment of
cash dividends must designate the number of whole shares for which
they want to receive cash dividends. Dividends paid on all other
shares registered in the Participant's name and all other shares held
in his or her Plan account will be reinvested in additional shares of
Common Stock.
Reinvestment levels may be changed from time to time as a Participant
desires by submitting a new election to the Corporation. To be
effective with respect to a particular Common Stock dividend, any such
change must be received by the Corporation on or before the last day
of February, May, August or November.
6. As soon as practicable after each purchase of Common Stock, each
Participant for whose Account Common Stock was purchased will receive
a detailed statement (the "Statement") showing with respect to the
Participant (a) for the period since the date of the most recent
Statement, the Dividend paid on the Common Stock held of record by,
and the Common Stock held by the Corporation under the Plan as agent
for, the Participant, any Cash Payments received from the Participant
in the preceding month pursuant to the provisions of paragraph 7
below, the net amount applied by the Corporation to the purchase of
additional shares of Common Stock for the Participant, the number of
shares so purchased, and the number of shares of Common Stock, if any,
withdrawn from the Account of the Participant pursuant to paragraph 9
below, and (b) as of the date of the Statement, the total number of
shares of Common Stock held by the Corporation under the Plan as agent
for the Participant. The last Statement of the year will show the
aggregate amount of brokerage fees, if any, paid by the Corporation in
respect of shares purchased or sold for such Participant's Account
under the Plan.
7. The Participant may, at his or her option, at any time and from time
to time, send to the address indicated in paragraph 19 a check or
money order payable to the order of The Dial Corp, DRP, in any amount
not less than $10 but not in an amount or in amounts aggregating more
than $5,000 in any one calendar month, accompanied by written
instructions directing that the payment be applied to the purchase of
additional shares of Common Stock for the Participant under the Plan.
The Corporation will credit such Cash Payment to the Account of the
Participant as described in paragraph 4 above. The Corporation will
apply all such Cash Payments, whether received in conjunction with
Dividends or separately, to the purchase of additional shares of
Common Stock as described in paragraphs 1 and 2 above. Participants
may obtain a refund of any Cash Payment not yet invested provided the
request for such refund is received in writing at the address
indicated in paragraph 18 at least two business days prior to the time
the payment would otherwise be applied to the purchase of additional
shares. The Corporation reserves the right to reject any optional
Cash Payment if it determines, in its sole judgment that the
Participant or Participants submitting such optional Cash Payment are
investing, or intend to invest, in the Plan in a manner contrary to
applicable law or the general intent of the Plan, which is to provide
otherwise eligible persons with a systematic and convenience method of
investing in shares of Common Stock.
8. Any person or entity who is not a holder of record of shares of Common
Stock may join the Plan by completing and signing an authorization
form and returning it to the Corporation together with a check or
money order payable to The Dial Corp, DRP in any amount not less than
$100, but not more than $5,000. Upon acceptance of such cash payment,
such person or entity will become a Participant under the Plan.
9. A Participant may at any time, without terminating his or her
participation in the Plan, obtain a certificate or certificates for
any or all the full shares credited to his or her Account by making
written request to the address indicated in paragraph 18 or by notice
by telephone to the number in paragraph 18, for the withdrawal of such
shares.
10. A Participant may terminate participation in the Plan at any time by
written notice thereof received at the address indicated in paragraph
18, or by notice by telephone to the number in paragraph 18, and
participation shall be terminated by written notice similarly received
of the death or adjudicated incompetency of a Participant. Upon
termination, the Participant will receive a certificate for the full
shares credited to the Account of such Participant, unless such
Participant shall have requested sale of such full shares in the
notice of termination. If a sale of shares is so requested, such sale
will be made by the Corporation at no cost to the Participant as soon
as practicable following receipt of instructions so to do as provided
in paragraph 13 below, and a check for the proceeds of sale will be
mailed to such Participant. Such sale may, but need not, be made by
purchase of shares for the account of the other Participants, and, if
so, the price for such shall be the closing price of the Common Stock,
on the date of receipt by the Plan of the termination notice, as
reported in the Wall Street Journal for New York Stock Exchange
composite transactions (or, if not reported on such date, then as
reported on the last previous day of such report), or any report
succeeding to the function of such report (or, if not so reported,
then in any other newspaper of general circulation in New York City).
Shares to be sold on the open market may be commingled with those of
other Participants requesting sale of their shares and the proceeds to
each Participant will be based on the average price for all
transactions by the Corporation for a specific period. Upon
termination, the Participant will also receive a check in an amount
equal to the current value of any fractional shares (determined in the
manner provided in this paragraph with respect to the sale of full
shares) plus any uninvested Cash Payments held in such Participant's
Account.
11. The Corporation reserves the right to suspend, to modify (including
but not limited to service charges and fees, optional cash payment
limits and similar matters, but subject to any requisite authorization
or approval by regulatory agencies having jurisdiction) or to
terminate the Plan or any Participant's participation in the Plan at
any time by written notice mailed to all Participants or such
Participant, as the case may be, at his or her address as it appears
on the Corporation's records. The provisions of paragraph 10 above
shall apply to terminations by the Corporation. The Corporation also
reserves the right to adopt, and from time to time to change, such
administrative rules and regulations (not inconsistent in substance
with the basic provisions of the Plan then in effect) as it deems
desirable or appropriate for the administration of the Plan.
12. Additional shares of Common Stock resulting from stock dividends or
stock splits in respect of shares held by the Corporation under the
Plan will be credited proportionately to the Account of each
Participant. In the event that the Corporation makes available to its
stockholders rights to purchase additional shares or other securities,
the Corporation will sell all rights received by it for Participants
and invest the resultant funds in Common Stock prior to or with the
next regular Dividend. If a Participant wishes to exercise any such
rights, a request must be made pursuant to paragraph 9 that
certificates for shares in the Participant's Account be issued to the
Participant so that such rights will be received directly.
13. Pursuant to written instructions or instructions by telephone from a
Participant, the Corporation will sell, as agent for the Participant,
shares of Common Stock held for the Account of a Participant and pay
over to the Participant the proceeds of sale. A Participant will be
required to maintain a balance of one full share or more or such
Participant's Plan Account may be terminated. The Corporation may
also terminate the Plan or any Participant's participation in the Plan
after written notice in advance mailed to such Participants at the
addresses appearing on the Corporation's records. Participants whose
participation in the Plan has been terminated will receive
certificates for whole shares held in their accounts and a check for
the cash value of any fractional share held in their Plan Accounts.
14. Stockholders who own 49 or fewer shares may sell all of their shares
through the Plan. Partial sales will not be accepted. In all other
respects, the terms and conditions of sale shall be the same as for
sales by Participants pursuant to paragraph 10.
15. Each Participant will receive proxy materials including a proxy card
covering all shares of Common Stock held in a Participant's Plan
Account as well as any other shares held of record by such
Participant, and such shares will be voted as and to the extend
specified. If a Participant does not return such proxy to the
Corporation, such shares will not be voted.
16. The Corporation or its respective directors, officers, or employees
shall not be liable for any act done in good faith or any omission to
act. Without limiting the generality of the foregoing, none of them
shall be liable in respect of any claims (a) for continuation of a
Participant's participation in the Plan until receipt of written
notice of such Participant's termination, death, or adjudicated
incompetency, (b) for any fluctuation in the market value of the
Common Stock before, at, or after purchases or sales pursuant to the
Plan, or (c) with respect to the prices and time at, and terms on,
which shares of Common Stock are purchased or shares of Common Stock
are sold for a Participant.
17. The Participant may not sell, pledge, hypothecate or otherwise assign
or transfer Participant's Account, any interest therein, or any cash
or Common Stock credited to Participant's Account. No attempt to
effect any such sale, pledge, hypothecation, or other assignment or
transfer shall be effective.
18. All notices, requests, or other communications from Participants
relating to the Plan except for optional Cash Payments pursuant to
paragraph 7, shall be addressed as follows:
Dividend Reinvestment Plan of
The Dial Corp
Dial Tower
Phoenix, Arizona 85077-1424
Telephone: Toll Free 1-800-453-2235
Local Phoenix 207-2019
19. All optional Cash Payments pursuant to paragraph 7 shall be addressed
as follows:
Dividend Reinvestment Plan of
The Dial Corp
P. O. Box 53542
Phoenix, Arizona 85072-3542
20. The terms, conditions, and operations of the Plan shall be governed by
and construed in accordance with the laws of the State of Delaware.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Registration Fee $13,026.99
Printing (estimated) $ 1,000.00
Miscellaneous (estimated) $ 2,000.00
Total $16,026.99
Item 15. Indemnification of Directors and Officers.
The Restated Certificate of Incorporation (the "Certificate
of Incorporation") of the Corporation provides that each person
who is or was or had agreed to become a director or officer of
the Corporation, 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 Corporation or an officer of the Corporation as an employee
or agent of the Corporation or as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors,
administrators or estate of such person), will be indemnified by
the Corporation, 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
Corporation to provide broader indemnification rights than said
law permitted the Corporation to provide prior to such amendment)
or any other applicable laws as presently or hereafter in effect.
In addition, the Corporation 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 Corporation (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 Corporation or is
or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation 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 Corporation 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 Corporation to
provide broader indemnification rights than said law permitted
the Corporation 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 Corporation 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 Corporation.
Pursuant to the Bylaws, if a claim described in the
preceding paragraph is not paid in full by the Corporation within
thirty days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit
against the Corporation 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 Corporation) that the claimant
has not met the standards of conduct which make it permissible
under the General Corporation Law of the State of Delaware (the
"Delaware Law") for the Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense will
be on the Corporation. 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 Corporation (the "Board") (which
approval may not be unreasonably withheld) and retained by the
Board on behalf of the Corporation. Neither the failure of the
Corporation (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 Corporation (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.
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 Corporation to maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability
or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss
under the Delaware Law. The Corporation has obtained directors
and officers liability insurance providing coverage to its
directors and officers. In addition, the Bylaws authorize the
Corporation, to the extent authorized from time to time by the
Board, to grant rights to indemnification, and rights to be paid
by the Corporation the expenses incurred in defending any
Proceeding in advance of its final disposition, to any agent of
the Corporation 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 Corporation.
The Bylaws provide that the right to indemnification
conferred therein is a contract right and includes the right to
be paid by the Corporation 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 Corporation 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 Corporation has entered into indemnification agreements
with each of the Corporation's directors. The indemnification
agreements, among other things, require the Corporation to
indemnify the officers and directors to the fullest extent
permitted by law, and to advance to the directors all related
expenses, subject to reimbursement if it is subsequently
determined that indemnification is not permitted. The
Corporation must also indemnify and advance all expenses incurred
by directors seeking to enforce their rights under the
indemnification agreements, and cover directors under the
Corporation'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
3.1 - Restated Certificate of Incorporation of the
Registrant filed as Exhibit 3.A to Registrant's
1995 Form 10-K.*
3.2 - Bylaws of the Registrant filed as Exhibit 3.B to
Registrant's 1995 Form 10-K.*
4.1 - The Dividend Reinvestment Plan of The Dial Corp
(attached as Annex A to the Prospectus).
4.2 - Rights Agreement dated as of February 15, 1992,
between the Registrant and the Rights Agent named
therein filed as Exhibit 4.4 to Registrant's Form
S-8 Registration Statement for The Dial Corp 1992
Stock Incentive Plan.*
5 - Opinion of the Registrant's General Counsel as to
the legality of securities offered under The Dial
Corp Dividend Reinvestment Plan.
23.1 - Consent of Independent Auditors, Deloitte & Touche
LLP.
23.2 - Consent of Counsel (contained in the Opinion of
the Registrant's General Counsel, Exhibit 5
hereto).
24 - Power of Attorney (included on signature page of
this Registration Statement).
__________________________
*Incorporated herein by reference.
Item 17. Undertakings.
(a) The Corporation 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;
(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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors
and officers of the Registrant and subsidiary companies 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.
<PAGE>
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 17th day of June, 1996.
THE DIAL CORP
By: /s/ John W. Teets
Chairman of the Board 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 June 17, 1996
of the Board
and Chief Executive
Officer
Principal Financial
Officer
/s/ Ronald G. Nelson Vice President- June 17, 1996
Finance and Treasurer
Principal Accounting
Officer
/s/ Richard C. Stephan Vice President- June 17, 1996
Controller
<PAGE>
Directors
/s/ Joe T. Ford June 17, 1996
/s/ Thomas L. Gossage June 17, 1996
/s/ Donald E. Guinn June 17, 1996
_________________________
Jess Hay
/s/ Judith K. Hofer June 17, 1996
/s/ Andrew S. Patti June 17, 1996
/s/ Jack F. Reichert June 17, 1996
/s/ Linda Johnson Rice June 17, 1996
_________________________
Dennis C. Stanfill
_________________________
A. Thomas Young
<PAGE>
EXHIBIT 5
June 18, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: The Dial Corp Registration Statement on Form S-3
The Dial Corp Dividend Reinvestment Plan
Gentlemen:
This opinion is delivered in connection with the registration by
The Dial Corp, a Delaware corporation (the "Corporation"), on
Form S-3 (the "Registration Statement"), under the Securities Act
of 1933, as amended, of 400,000 shares of the Corporation's
Common Stock ("Common Stock"), together with the associated
preferred stock purchase rights ("Rights"), issuable pursuant to
The Dial Corp Dividend Reinvestment Plan (the "Plan").
In arriving at this opinion, I have examined such corporate
instruments, documents, statements and records of the Corporation
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 400,000
shares of Common Stock to be sold pursuant to the Registration
Statement, together with the associated Rights, when issued and
delivered by the Corporation in accordance with the terms of the
Plan, will be legally issued, fully paid and nonassessable
securities of the Corporation.
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
regulation of the Securities and Exchange Commission.
Very truly yours,
/s/ Peter J. Novak
<PAGE>
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 23, 1996, which report expresses an unqualified opinion
and includes an explanatory paragraph relating to the
Corporation's change in the method of accounting for long-lived
assets in 1995, appearing in the Annual Report on Form 10-K of
The Dial Corp for the year ended December 31, 1995 and to the
reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Phoenix, Arizona
June 14, 1996
