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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: February 15, 1996
THE DIAL CORP
(Exact name of registrant as specified in its charter)
DELAWARE 001-11015 36-1169950
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
DIAL TOWER, PHOENIX, ARIZONA 85077
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 207-4000
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Item 5. Other Events.
On February 15, 1996, The Dial Corp ("Dial") announced
that its Board of Directors had approved a proposal for a
strategic restructuring which would separate Dial's
consumer products and services businesses into two
publicly traded companies.
The proposed restructuring plan, which was approved in
principle, is subject to final approval by the Board of
Directors and to certain conditions, including the receipt
of a ruling from the Internal Revenue Service that the
proposed transaction is tax-free and confirmation that
each of the two resulting companies will retain
investment-grade credit ratings. The separation is
expected to be completed by year end.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
(99) Press Release
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE DIAL CORP
By: s/ Richard C. Stephan
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Richard C. Stephan
Vice President-Controller
DATE: February 21, 1996
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Exhibit 99
Press Release
NEWS The Dial Corp
RELEASE 1850 North Central Avenue
Phoenix, AZ 85004
phone 602-207-5600
contact:
William H. Peltier
602-207-5812
[email protected]
THE DIAL CORP ANNOUNCES STRATEGIC RESTRUCTURING PLAN
Dial Will Separate Into Two Companies:
Stockholders To Own Equal Shares of Each Company
Restructuring Will Allow Each Company To Optimally Pursue
Its Own Growth Plans
Separation Expected To Be Completed By Year-End
PHOENIX, Ariz., Feb. 15, 1996 -- The Dial Corp (DL:NYSE) today announced plans
for a strategic restructuring which will separate Dial into two publicly-
traded companies, one comprised of its well-known $1.3 billion consumer
products business, the other its $2.2 billion services business. The Dial
board of directors unanimously approved the restructuring at a meeting held in
Phoenix today.
Under the plan, Dial's consumer products business will become a new,
independent, publicly-traded company, under the Dial name. Stockholders are
expected to receive one share of the consumer products company for each Dial
share they own. Both companies are expected to trade on the New York Stock
Exchange. The separation is expected to be completed by year-end 1996. The
transaction, which is intended to be tax-free, is subject to the receipt of a
ruling from the Internal Revenue Service and confirmation that each of the two
resulting companies will retain investment-grade credit ratings. Dial also
said the current dividend will not be affected by the transaction.
Dial Chairman and Chief Executive Officer John W. Teets said, "This
strategic restructuring makes excellent sense. By splitting Dial into two
separate, publicly-traded companies, we believe we are setting the stage so
that each company can optimally pursue its own growth plans without
constraints.
"Despite our long history of growth, the fact remains that we are
perceived as a conglomerate and as a result have been accorded a discounted
price/earnings multiple in the marketplace. This discounted value of our true
worth has impaired our financial flexibility and growth options. We believe
this plan will help unlock the intrinsic value of Dial and place both
companies on an aggressive, new, growth track," said Teets.
"Under this plan, the new consumer products company will be a 'pure
play,' with access to more fairly-priced capital and, we expect, a
price/earnings multiple competitive with that of its peers. The services
company will be free to more aggressively pursue acquisition opportunities in
the fragmented markets in which it operates without the fear of upsetting the
balance in Dial's existing mix of businesses. The separation will also allow
securities analysts, lenders and investors to make more focused investment and
lending decisions based on each company's merits," said Teets.
Teets said both companies will remain headquartered in Phoenix.
For Dial, this separation strategy is a continuation of the company's
highly successful restructuring activities. In 1992, the company completed a
similarly structured transaction with the spin-off of GFC Financial
Corporation (since renamed FINOVA) to Dial stockholders, which has proven very
successful. "The enormous success of the FINOVA spin-off has reaffirmed our
belief that the benefits of independence can result in significant stockholder
value creation," said Teets. "We believe strongly that the separation of our
existing businesses will similarly accrue substantial benefits to each company
and their respective stockholders."
The newly independent consumer products company, which will take the
name The Dial Corp, had 1995 revenues in excess of $1.3 billion. It will
include familiar brand-name products such as the Dial family of soap products:
Liquid Dial, Dial Ultra, Dial Plus, Dial For Kids, Tone and the new line of
skin-care products--Kaya and Nature's Accents; the Purex detergent line of
Liquid and Dry, Clear, Ultra and Ultra Baby Soft detergents; Renuzit air-
freshener products and carpet and room deodorizers; Brillo cleaning pads;
Armour Star canned meats; and Breck hair-care products.
The services company, to be named later this year, had 1995 revenues in
excess of $2.2 billion. The services businesses have increased revenues and
operating income rapidly over the past two years, through both internal growth
and a number of acquisitions. The Dial services company will consist of:
* Airline catering and services--this includes Dobbs International, the
largest airline caterer, and Aircraft Services Inc., which provides airport
ground services.
* Convention services--a market-leading contractor for the tradeshow and
exhibition industry, which includes GES Exposition Services and
Exhibitgroup/Giltspur, Inc.
* Leisure and payment services--which includes Travelers Express, the
nation's leading issuer of money orders and a major processor of official
checks and share drafts for banks and credit unions; Restaura, a leading
foodservice company; a number of travel, vacation and tour operating
companies, including Premier Cruise Lines; and a majority stake in Greyhound
Lines of Canada.
This release does not constitute an offer to sell securities. An
information statement with respect to the new companies will be filed with the
Securities and Exchange Commission and mailed to stockholders at a later date.
The Dial Corp is being advised by the investment banking firms of
Gleacher NatWest and Salomon Brothers.
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MAJOR EVENTS IN DIAL CORPORATE HISTORY
1914 . . . Formed original bus line (Greyhound Lines Inc.)
1940 . . . Formed Greyhound Lines of Canada, Ltd.
1964 . . . Acquired Restaura, Inc.
1965 . . . Acquired Brewster Transport Company Limited
1965 . . . Acquired Travelers Express Company, Inc.
1968 . . . Acquired Aircraft Service International, Inc.
1968 . . . Formed Greyhound Leisure Services, Inc.
1968 . . . Acquired Exhibitgroup Inc.
1969 . . . Acquired GES Exposition Services, Inc.
1970 . . . Acquired Armour and Company
(including Armour-Dial, Inc.)
1978 . . . Formed Armour International Company
1981 . . . Acquired Glacier Park, Inc.
1982 . . . John W. Teets named Chairman/CEO
1983 . . . Sold Armour Food Company
1983 . . . Formed Premier Cruise Lines, Ltd.
1985 . . . Acquired Purex (laundry products)
1986 . . . Acquired Jetsave, Ltd.
1986 . . . Sold Greyhound Capital Corporation
1987 . . . Acquired Dobbs International Services, Inc.
1987 . . . Sold Greyhound Lines, Inc. (U.S.)
1988 . . . Acquired Borax products
1989 . . . Acquired Republic Money Orders, Inc.
(merged into Travelers Express in 1990)
1991 . . . Changed name to The Dial Corp
1991 . . . Acquired Crystal Holidays, Inc.
1991 . . . Sold Dobbs Houses
1992 . . . Acquired Gray Coach (Canada)
1992 . . . Spun off financial group to stockholders (FINOVA)
1993 . . . Acquired Renuzit air fresheners
1993 . . . Acquired United Exposition Service Co., Inc.
1993 . . . Acquired Andrews, Bartlett & Associates, Inc.
1993 . . . Acquired Gelco Convention Services, Inc.
1993 . . . Disposed of transportation manufacturing business
1994 . . . Completed acquisition of United Airlines
catering kitchens
1994 . . . Acquired Steels catering kitchens in U.K.
1995 . . . Acquired Giltspur, Inc.
1995 . . . Acquired Panex Show Services
1995 . . . Acquired Concept Convention Services
1995 . . . Acquired Badger Exposition
1996 . . . Announced separation of Dial into
two publicly-traded companies
