<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
THE DIAL CORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
THE DIAL CORP
____________
DIAL TOWER
PHOENIX, ARIZONA 85077-1424
JOHN W. TEETS
Chairman and
Chief Executive Officer
April 1, 1996
Dear Stockholder:
Your 1996 Annual Meeting will be held on Tuesday, May 14, at 9:00 a.m., in
the Ballroom of The Ritz-Carlton Phoenix, 2401 East Camelback Road, Phoenix,
Arizona. As the meeting will begin promptly at 9:00 a.m., please plan to arrive
earlier. The formal notice of the meeting follows on the next page.
No admission tickets or other credentials will be required for attendance
at the meeting. You may use the hotel's free valet parking, and, for your
convenience, arrangements have been made with the hotel to have the gratuity
charged to the Corporation. If you use this valet service, please notify the
valet that you are attending The Dial Corp stockholders' meeting.
Directors and officers will be present preceding and following the meeting
to talk with stockholders. During the meeting there will be an opportunity for
stockholder questions regarding the affairs of the Corporation and for
discussion of the business to be considered at the meeting as explained in the
notice and Proxy Statement which follow.
IT IS IMPORTANT THAT YOU VOTE, SIGN AND RETURN THE ENCLOSED PROXY AS SOON
AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
Sincerely,
/s/ JOHN W. TEETS
<PAGE> 3
THE DIAL CORP
____________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 1, 1996
To the Holders of Common Stock of
The Dial Corp:
The Annual Meeting of Stockholders of The Dial Corp, a Delaware
corporation, will be held in the Ballroom of The Ritz-Carlton Phoenix, 2401 East
Camelback Road, Phoenix, Arizona 85016, on Tuesday, May 14, 1996, at 9:00 a.m.,
Mountain Standard Time, for the purpose of considering and voting upon:
1. Election of directors of the Corporation as set forth in the attached
Proxy Statement; and
2. Ratification of the appointment of Deloitte & Touche LLP to audit the
accounts of the Corporation for the year 1996; and
3. Any other matters which may properly come before the meeting and any
adjournment or adjournments thereof.
Only stockholders of record of Common Stock at the close of business March
15, 1996, are entitled to receive notice of and to vote at the meeting. A list
of the stockholders entitled to vote will be available for examination by any
stockholder, for any purpose germane to the meeting, during the time of the
meeting, and for ten days prior to the meeting at the principal executive
offices of the Corporation, Dial Tower, 1850 North Central Avenue, Phoenix,
Arizona.
The Annual Report for the year 1995, including financial statements, was
mailed to stockholders under separate cover beginning March 28, 1996, or before.
To assure your representation at the meeting, please vote, sign and mail
the enclosed proxy, which is being solicited on behalf of the Board of
Directors, as soon as possible. If your registered address is in the United
States, a return envelope which requires no postage if mailed in the United
States is enclosed for that purpose.
FREDERICK G. EMERSON
Vice President and Secretary
-----------------------------------
PLEASE VOTE
YOUR VOTE IS IMPORTANT
-----------------------------------
<PAGE> 4
PROXY STATEMENT
OF
THE DIAL CORP
____________
DIAL TOWER
PHOENIX, ARIZONA 85077-1424
(First Mailed April 1, 1996)
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors for the 1996 Annual Meeting of Stockholders of
the Corporation. The cost of soliciting proxies will be borne by the
Corporation. Solicitation will be made primarily through the use of the mails,
but regular employees of the Corporation may solicit proxies personally, by
telephone or telegram. The Corporation has retained Georgeson & Company Inc. to
assist it in connection with the solicitation at an estimated fee of $4,000 plus
out-of-pocket expenses. The Corporation will reimburse banks, brokerage firms
and other custodians, nominees and fiduciaries for reasonable expenses incurred
by them in sending proxy materials to beneficial owners of shares. The enclosed
proxy, if properly executed and returned, will be voted according to its
specifications but may be revoked at any time before it is voted by giving
notice in writing to the Secretary of the Corporation or by voting in person at
the meeting. The election inspectors will treat abstentions or a withholding of
authority as shares that are present and entitled to vote for purposes of
determining the presence of a quorum but as unvoted for purposes of determining
the approval of any matter submitted to the stockholders for a vote. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter. If a
stockholder is a participant in the Corporation's Stockholder Dividend
Reinvestment Plan, the proxy represents the number of shares in the dividend
reinvestment plan account, as well as shares registered in the participant's
name. If a stockholder is a participant in an Employees' 401K Plan of the
Corporation or one of its subsidiaries (401K Plan) and/or The Dial Corp
Employees' Stock Ownership Plan Trust (ESOP), the proxy will serve as a voting
instruction to the respective Trustee. In a 401K Plan or in the ESOP Plan, if no
voting instructions are received, the Trustees will vote those shares in
accordance with the majority of such shares voted in such Plans for which
instructions were received or in the discretion of such Trustees as their
fiduciary duty may require.
Only stockholders of record of Common Stock as of the close of business on
the record date, March 15, 1996, will be eligible to vote at the meeting. The
number of shares of Common Stock then
1
<PAGE> 5
outstanding was 94,345,996 shares. Each outstanding share will be entitled to
one vote. For those proposals for which no directions are given, the proxy will
be voted "for" the election of the directors set forth herein and in accordance
with the recommendations of the Board of Directors or the best judgment of the
proxy holders on other proposals. To be elected, each director must receive the
affirmative vote of the holders of a plurality of the shares voting. Approval of
the other proposal requires the affirmative vote of a majority of the shares
voting on such proposal.
BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors held eighteen meetings during 1995. It has
established the following committees of certain of its members to deal with
particular areas of responsibility:
1. The Executive Committee, which held twenty-seven meetings during 1995,
exercises all the powers of the Board in the management of the business and
affairs of the Corporation, except as limited by Delaware law, when the Board is
not in session.
2. The Audit Committee, which met three times in 1995, recommends
appointment of the Corporation's independent public accountants and reviews
audit reports, accounting policies, financial statements, internal auditing
reports, internal controls, audit fees, and certain officer expenses; all
members of this Committee are nonemployee directors.
3. The Executive Compensation Committee which met six times in 1995,
reviews, for recommendation to the Board, salaries and other compensation awards
under various compensation plans, and approves salaries and compensation of
executive officers and also approves grants under the Corporation's incentive
stock plans (see the "Executive Compensation Committee Report" below); all
members of this Committee are nonemployee directors.
4. The Nominating Committee, which met three times in 1995, is responsible
for proposing a slate of directors for election by the stockholders at each
annual meeting and proposing candidates to fill any vacancies on the Board; all
members of this Committee are nonemployee directors. The Committee will consider
candidates for Board membership proposed by stockholders who have complied with
the procedures described under the caption below entitled "Submission of
Stockholder Proposals and Other Information."
Directors who are not employees of the Corporation receive an annual
retainer of $32,900; they also receive a fee of $2,400 for each Board of
Directors meeting attended and for each Audit, Executive, Executive
Compensation, and Nominating Committee meeting attended, except that a fee of
$2,750 per meeting is received for each committee meeting attended not in
conjunction with a meeting of the Board. Each nonemployee member of the
Executive Committee also receives an annual retainer of $5,700.
2
<PAGE> 6
Nonemployee directors may elect to participate in the Deferred Compensation
Plan for Directors of the Corporation under which payment of part or all of
their directors' fees and retainers is deferred. This Plan provides participants
with the option to defer their compensation in the form of stock units related
to the price of the Corporation's Common Stock, as well as the option to defer
in the form of cash. Messrs. Gossage, Reichert and Young are active participants
in this Plan. Such accumulated compensation plus interest thereon at the
long-term medium-quality bond rate for cash accounts or dividend equivalents
reinvested for stock units accounts, as the case may be, are payable to the
director or to the director's estate or beneficiary, over such period as may be
designated, upon termination as a director.
Pursuant to the Directors' Retirement Benefit Plan, nonemployee directors
may receive retirement benefits for a period of ten years, such benefits ranging
from 15% to 100% of the annual retainer at retirement, based on their years of
service ranging from four to ten years; in the event of a change in control of
the Corporation, the years of service are accelerated to ten. Pursuant to the
1992 Stock Incentive Plan, 5,800 nonqualified options to purchase Common Stock
were issued to each nonemployee director in August of 1995, at $24.5625, the
average market price on the day of issue. The Corporation also provides such
directors with accidental death and dismemberment insurance benefits of $300,000
and, in addition, travel accident insurance benefits of $250,000 when traveling
on the Corporation's business.
In February 1995, the Board adopted a Director's Charitable Award Program
which enables each director to contribute $100,000 per year to one or more
charitable organizations selected by the director over a period of ten years
following the director's death. The program is funded through the purchase of
life insurance on the life of the director, with the Corporation as beneficiary.
ELECTION OF DIRECTORS
The Board of Directors of the Corporation consists of 11 persons divided
into three classes. At each annual meeting the term of one class of directors
expires and persons are elected to that class for terms of three years.
The persons appointed in the enclosed proxy intend to vote at the Annual
Meeting, and any adjournment or adjournments thereof, for the election of the
nominees for directors whose names appear below, for the term indicated or until
their respective successors have been elected and have qualified, or in the
event of disqualification, refusal or inability of any of them to serve, for the
election of such other persons as they believe will carry on the present
policies of the Corporation. Each of the nominees has agreed to serve if
elected.
3
<PAGE> 7
DIRECTOR NOMINEES
The information regarding the director nominees has been furnished by such
nominees and is set forth below:
<TABLE>
<CAPTION>
Principal Occupation, Year First Common Shares
Name Other Directorships and Age Elected Owned
---- --------------------------- ---------- -------------
<S> <C> <C> <C>
For Terms Expiring at the 1999 Annual Meeting
Donald E. Guinn++...... Chairman Emeritus of Pacific Telesis Group, a 1986 1,000
telecommunications holding company. Also a
director of Pacific Mutual Life Insurance
Company and BankAmerica Corporation and its
subsidiary, Bank of America, NT&SA. Age 63.
Judith K. Hofer*+...... President and Chief Executive Officer of 1984 4,528
Filene's, a retail department store division of
The May Department Stores Company. Also a
director of Key Bank of Oregon and Standard
Insurance Company of America. Age 56.
Jack F. Reichert*+..... Chairman of the Board, Retired, and a director 1984 1,000
of Brunswick Corporation, a leader in marine
power, pleasure boating and recreation products
and services. Trustee, Carroll College;
Executive in Residence, University of
Wisconsin-Milwaukee. Age 65.
</TABLE>
4
<PAGE> 8
DIRECTORS CONTINUING IN OFFICE
The information regarding the directors continuing in office has been
furnished by such directors and is set forth below:
<TABLE>
<CAPTION>
Principal Occupation, Year First Common Shares
Name Other Directorships and Age Elected Owned
---- --------------------------- ---------- -------------
<S> <C> <C> <C>
Terms Expiring at the 1998 Annual Meeting
Joe T. Ford-........... Chairman and Chief Executive Officer and a 1991 8,000
director of ALLTEL Corporation, a
telecommunications and information services
company. Age 58.
Jess Hay++............. Chairman, Texas Foundation for Higher Education 1981 2,000
and Chairman of the Board of HCB Enterprises
Inc., a private investment firm. Retired
Chairman and Chief Executive Officer of Lomas
Financial Corporation, and retired Chairman and
Chief Executive Officer of Lomas Mortgage USA,
Inc. Also a director of Exxon Corporation, SBC
Communications, Inc., and Trinity Industries,
Inc. Age 65.
Linda Johnson Rice-.... President and Chief Operating Officer and a 1992 3,000
director of Johnson Publishing Company, Inc.,
publisher of Ebony and other magazines. Also a
director of Bausch & Lomb Incorporated, Bank of
America Illinois, and Kimberly-Clark Corp. Age 37.
A. Thomas Young-....... Formerly Executive Vice President of Lockheed 1991 2,000
Martin Corporation and prior thereto was
President and Chief Operating Officer of Martin
Marietta Corporation. Also a director of Cooper
Industries, Inc., Potomac Electric Power Co., B.
F. Goodrich, Science Applications International
Corp., and Memotec Communications Inc. Age 57.
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
Principal Occupation, Year First Common Shares
Name Other Directorships and Age Elected Owned
---- --------------------------- ---------- ------------
<S> <C> <C> <C>
Terms Expiring at the 1997 Annual Meeting
Thomas L. Gossage++-... Chairman and Chief Executive Officer and a 1993 2,000
director of Hercules Incorporated, a worldwide
producer of chemicals and related products. Also
a director of Alliant Techsystems Inc. and
Wilmington Trust Corporation. Age 61.
Andrew S. Patti*....... President and Chief Operating Officer of the 1995 252,359
Corporation and its Consumer Products Group. Age 55.
Dennis C. Stanfill*+... President of the Dennis Stanfill Company, a 1981 7,000
private investment and venture capital firm, and
prior thereto was Senior Advisor, Credit
Lyonnais, a global bank; Co-Chairman and
Co-Chief Executive Officer of
Metro-Goldwyn-Mayer Inc.; Chairman or President
of AME, Inc., a video post production company;
and President and a principal stockholder of
Stanfill Bowen & Co., Inc., a private investment
and venture capital firm. Age 68.
John W. Teets*......... Chairman and Chief Executive Officer of the 1980 809,086
Corporation. Also a director of The Finova Group
Inc. Age 62.
</TABLE>
- ---------------
- - Member of Audit Committee
* Member of Executive Committee
+ Member of Executive Compensation Committee
++ Member of Nominating Committee
6
<PAGE> 10
OWNERSHIP OF THE CORPORATION'S SECURITIES
The following table sets forth certain information at March 15, 1996, or
such other date as indicated, regarding those persons known to the Corporation
to be the beneficial owners of more than 5% of the Corporation's outstanding
Common Stock and the beneficial ownership, as defined by the Securities and
Exchange Commission (SEC), of such Common Stock by all directors and executive
officers of the Corporation individually and as a group:
CERTAIN BENEFICIAL OWNERS
<TABLE>
<CAPTION>
Amount of Beneficial Percent of
Name and Address Ownership Class
---------------- -------------------- ----------
<S> <C> <C>
Brinson Partners, Inc., 4,990,768(1) 5.3%
Brinson Trust Company,
Brinson Holdings, Inc.,
SBC Holding (USA), Inc.
and Swiss Bank Corporation
209 S. LaSalle
Chicago, Illinois 60604
First Interstate Bank of Arizona, N.A., 5,670,818(2) 6.0%
Trustee of The Dial Corp Employee Equity Trust
P. O. Box 53434
Phoenix, Arizona 85072-3434
Michael F. Price and Heine Securities Corporation 8,262,500(3) 8.7%
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
</TABLE>
- ---------------
(1) The ownership information set forth herein is based in its entirety on
material contained in a Schedule 13G, dated February 9, 1996, filed with the
SEC by Brinson Partners, Inc., Brinson Trust Company, Brinson Holdings,
Inc., SBC Holding (USA), Inc. and Swiss Bank Corporation. With respect to
the shares held, such stockholders, in the aggregate, have sole voting power
and sole dispositive power for all shares owned.
(2) The ownership information set forth herein is as of January 23, 1996, and is
based in its entirety on material provided by First Interstate Bank of
Arizona, N.A., as Trustee for The Dial Corp Employee Equity Trust. First
Interstate Bank of Arizona, N.A. has disclaimed beneficial ownership of the
shares of stock in the Trust. Shares are periodically allocated and released
from the Trust to satisfy benefit funding requirements under certain of the
Corporation's compensation and benefit plans (Plans). The Trust's shares
will be voted, under confidential voting procedures, in the same proportion
as the voting instructions received from such Plans' participants with
respect to the Corporation's Common Stock allocated to such participants'
accounts. Unallocated shares held in the Trust are voted in the same
proportions as the shares for which instructions have been received.
(3) The ownership information set forth herein is based in its entirety on
material contained in a Schedule 13D, dated January 17, 1996, filed with the
SEC by Michael F. Price and Heine Securities Corporation. With respect to
the shares held, such stockholders have sole voting power and sole
dispositive power for all shares owned.
7
<PAGE> 11
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Amount of Beneficial Percent of
Name Ownership 1 Class
---- --------------------- ----------
<S> <C> <C>
William L. Anthony 69,008 *
Brent D. Bailey 22,778 *
Robert H. Bohannon 46,103 *
Frederick G. Emerson 88,213 *
Joe T. Ford 26,868 *
Thomas L. Gossage 10,200 *
John E. Greenwell 34,174 *
Donald E. Guinn 28,320 *
Jess Hay 29,320 *
Judith K. Hofer 24,390 *
L. Gene Lemon 410,755 *
Frederick J. Martin 168,437 *
Ronald G. Nelson 113,192 *
Peter J. Novak 85,165 *
Andrew S. Patti 408,573 *
Ray Reed 2,662 *
Jack F. Reichert 28,320 *
Linda Johnson Rice 22,000 *
Norton D. Rittmaster 158,628 *
Mark R. Shook 68,406 *
Dennis C. Stanfill 28,104 *
Richard C. Stephan 236,432 *
John W. Teets 1,943,612 2.1
A. Thomas Young 20,868 *
All Directors and Executive Officers as a Group (24 persons) 4,074,528 4.3
</TABLE>
- ---------------
(1) Includes 2,341,300 shares of Common Stock with respect to which all the
above directors and executive officers as a group have the right to acquire
ownership within 60 calendar days through the exercise of stock options
granted under the Corporation's stock option plans.
* Less than one percent.
The Corporation's management understands the importance of aligning the
financial interests of its officer group with those of stockholders.
Accordingly, the Corporation has established specific guidelines relating to the
minimum amount of stock officers should own on a direct basis, meaning stock
which is at risk in the market, not simply held under option.
The Corporation's guidelines call for each officer to own stock which has a
value within a range of one and one-half to five times that individual's annual
salary, depending on his or her level of compensation as discussed in the
Executive Compensation Committee Report which follows. Most of these officers
have reached their goals and the remainder are continuing to invest towards
achieving their goals.
8
<PAGE> 12
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth compensation received for the years
1993-1995 by each of the Corporation's five most highly compensated executive
officers in 1995:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------------
Awards
ANNUAL COMPENSATION -------------------------- Payouts
---------------------------------------------- Securities ---------
Other Annual Restricted Underlying Long-Term All Other
Name and Compensation Stock Awards Options Incentive Compensation
Principal Position Year Salary($) Bonus($) ($)(1) ($)(2) (#) Payouts($) ($)(3)
- --------------------- ---- --------- --------- ------------ ------------ ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John W. Teets(4) 1995 1,111,500 0 72,807 0 100,000 1,000,000 30,000
Chairman and CEO 1994 1,199,000 1,144,000 51,061 3,468,052(5) 150,000 1,847,000 30,000
1993 1,150,333 1,173,300 717,412 0 187,200 1,714,900 30,000
Andrew S. Patti(6) 1995 444,980 0 30,005 0 50,000 0 13,349
President and COO 1994 388,633 287,000 33,487 693,094(5) 49,700 502,400 11,659
1993 367,653 281,300 141,392 0 39,600 619,300 11,049
Robert H. Bohannon 1995 233,840 187,800 41,540 0 14,000 322,500 4,789
President and CEO of 1994 217,319 99,600 25,224 0 19,600 0 5,057
Travelers Express 1993 170,602 22,400 0 0 15,000 0 0
Company, Inc.
Frederick J. Martin 1995 339,600 76,400 29,870 0 26,900 0 4,500
President of Dobbs 1994 309,200 215,700 21,687 420,097(5) 33,200 253,200 6,198
International 1993 288,000 188,100 78,403 0 24,600 312,100 6,866
Services, Inc.
Norton D. Rittmaster(7) 1995 238,262 245,600 31,236 0 13,000 0 7,146
Chairman and CEO of 1994 222,882 275,000 23,209 343,585(5) 19,900 0 6,686
GES
Exposition Services, 1993 209,021 235,000 70,590 0 17,800 0 6,278
Inc.
</TABLE>
- ---------------
(1) Amounts shown represent financial counseling services, medical premiums,
automobile usage, and other benefits paid during 1993-1995 with a gross-up
of the taxes due on the lapse of restrictions on restricted stock
representing substantially all of the 1993 amounts.
(2) Dividends are paid on restricted stock and performance based stock at the
same rate as paid to all stockholders. On December 31, 1995, the following
persons held the following amounts of restricted stock and/or performance
based stock valued at then current market values: John W. Teets, 447,599
shares at $13,260,121; Andrew S. Patti, 107,100 shares at $3,172,838; Robert
H. Bohannon, 18,100 shares at $536,213; Frederick J. Martin, 67,725 shares
at $2,006,354; and Norton D. Rittmaster, 45,063 shares at $1,334,992.
(3) Amounts represent matching contributions under the 401K Plan and the
Supplemental 401K Plan.
(4) Employment agreement, expiring September 30, 1998, provides for an annual
salary of $1,000,000, effective July 1, 1995.
(5) Amount shown represents an award of restricted stock to provide a tax
benefit to the Corporation while also providing an incentive to the named
executive officers to delay receipt of previously granted restricted stock
in a trust until retirement.
(6) Employment agreement, expiring May 31, 1997, provides for an annual salary
of $500,032.
(7) Employment agreement, as amended, which may be terminated at the end of each
calendar year upon written notice, provides for an annual base salary of
$245,600 and an incentive award computed as a percentage of "Annual Profits"
but not more than 100% of current annual base salary.
9
<PAGE> 13
STOCK OPTION GRANTS
The following table sets forth information on stock option grants to each
of the five most highly compensated executive officers of the Corporation for
1995. The amounts shown for each executive officer as potential realizable
values are based on assumed annualized rates of stock price appreciation of 5%
and 10% over the full ten-year term of the options, which would result in stock
appreciation per share of $15.45 and $39.15, respectively. The amounts shown as
potential realizable values for all stockholders represent the corresponding
increases in the market value of the approximately 93.4 million outstanding
shares of the Corporation's Common Stock held by all stockholders on August 16,
1995, and at the option exercise price shown in the table below, which would
total approximately $1.44 billion and $3.66 billion, respectively. THESE
POTENTIAL REALIZABLE VALUES ARE BASED SOLELY ON ASSUMED RATES OF APPRECIATION
REQUIRED BY APPLICABLE SEC REGULATIONS. ACTUAL GAINS, IF ANY, ON OPTION
EXERCISES AND COMMON STOCKHOLDINGS ARE DEPENDENT ON THE FUTURE PERFORMANCE OF
THE CORPORATION'S COMMON STOCK AND OVERALL STOCK MARKET CONDITIONS. THERE CAN BE
NO ASSURANCE THAT THE POTENTIAL REALIZABLE VALUES SHOWN IN THIS TABLE WILL BE
ACHIEVED.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Individual Grants Value at Assumed
------------------------------------------------------ Annual Rates of
Number of % of Total Stock Price Appreciation
Securities Options for Option Term
Underlying Granted to Exercise -------------------------------
Options Employees in Price Expiration 5% 10%
Name Granted(#)(1) Fiscal Year ($/Share) Date ($) ($)
---- ----------- ------------ --------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
John W. Teets 100,000 7.54 24.5625 8/16/05 1,544,700 3,914,600
Andrew S. Patti 50,000 3.77 24.5625 8/16/05 772,350 1,957,300
Robert H. Bohannon 14,000 1.06 24.5625 8/16/05 216,258 548,044
Frederick J. Martin 26,900 2.03 24.5625 8/16/05 415,524 1,053,027
Norton D. Rittmaster 13,000 0.98 24.5625 8/16/05 200,811 508,898
ALL STOCKHOLDERS' STOCK PRICE N/A N/A N/A N/A 1.44 BILLION 3.66 BILLION
APPRECIATION
</TABLE>
- ---------------
(1) The exercise prices are the fair market values of the Corporation's Common
Stock on the grant date. Fifty percent of options are exercisable one year
after grant and the balance are exercisable two years after grant; and each
option contains the right to surrender the option for cash, which right is
exercisable only during certain tender offers. The exercise price may be
paid by delivery of already owned shares, and tax withholding obligations
related to exercise may be paid by offset of the underlying shares, subject
to certain conditions.
10
<PAGE> 14
AGGREGATED STOCK OPTION EXERCISES AND VALUES
The following table sets forth information on aggregated stock option
exercises for 1995, number of unexercised options at 1995 year-end
(exercisable/unexercisable), and 1995 year-end values
(exercisable/unexercisable) for each of the five most highly compensated
executive officers of the Corporation. THE AMOUNTS SET FORTH IN THE TWO COLUMNS
RELATING TO UNEXERCISED OPTIONS, UNLIKE THE AMOUNTS SET FORTH IN THE COLUMN
HEADED "VALUE REALIZED," HAVE NOT BEEN, AND MIGHT NEVER BE, REALIZED. THE
UNDERLYING OPTIONS MIGHT NOT BE EXERCISED; AND ACTUAL GAINS ON EXERCISE, IF ANY,
WILL DEPEND ON THE VALUE OF THE CORPORATION'S COMMON STOCK ON THE DATE OF
EXERCISE. THERE CAN BE NO ASSURANCE THAT THESE VALUES WILL BE REALIZED.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at FY-End(#) at FY-End($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable(1)
---- ----------- ----------- ---------------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
John W. Teets 81,512 1,051,301 1,170,644 175,000 16,246,634 1,003,125
Andrew S. Patti 38,698 323,495 156,214 74,850 1,833,006 417,756
Robert H. Bohannon 0 0 24,800 23,800 211,175 135,800
Frederick J. Martin 0 0 74,438 43,500 766,063 246,156
Norton D. Rittmaster 12,732 162,159 79,658 22,950 995,269 131,731
</TABLE>
- ---------------
(1) The closing price of the Corporation's Common Stock on December 29, 1995 was
$29.625. The information shown reflects options accumulated over periods of
up to nine years.
11
<PAGE> 15
LONG-TERM INCENTIVE PLAN GRANTS AND ESTIMATED PAYOUTS
The following table sets forth information on Performance Unit Incentive
Plan grants and Performance Based Stock grants for 1995 and the performance
period until payout and, for the Performance Unit Incentive Plan, the estimated
ranges of the payout under the Plan, for each of the five most highly
compensated executive officers of the Corporation:
LONG-TERM INCENTIVE PLAN AWARDS IN LAST YEAR
<TABLE>
<CAPTION>
Estimated Future Payouts
Under Non-Stock Price Based Plans
Performance --------------------------------------------
Period Threshold Target Maximum
Number of Until (Number of (Number of (Number of
Name Units Payout Units) Units) Units)
---- --------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
John W. Teets 36,420(1) 3 years 9,105 36,420 72,840
43,300(2) 3 years N/A N/A N/A
Andrew S. Patti 11,940(1) 3 years 2,985 11,940 23,880
16,000(2) 3 years N/A N/A N/A
Robert H. Bohannon 5,040(1) 3 years 1,260 5,040 10,080
5,500(2) 3 years N/A N/A N/A
Frederick J. Martin 8,760(1) 3 years 2,190 8,760 17,520
10,300(2) 3 years N/A N/A N/A
Norton D. Rittmaster 5,000(2) 3 years N/A N/A N/A
</TABLE>
- ---------------
(1) Granted pursuant to the Performance Unit Incentive Plan, under which the
assumed value of the units awarded is equal to $25.1875 which was the price
of the Corporation's Common Stock on the initial date of grant. The value of
the units for any payment of an award is based on the average price of the
stock during the month following the performance period. The closing price
of the Corporation's Common Stock on December 29, 1995 was $29.625. Payouts
of awards are dependent upon achievement of return on equity and income
targets which are established at the beginning of the performance period.
(2) Performance Based Stock granted under the 1992 Stock Incentive Plan is
earned pro rata as total stockholder return performance targets are met or
exceeded relative to the two stock indices set forth in the Performance
Graph shown below.
12
<PAGE> 16
EXECUTIVE SEVERANCE AND EMPLOYMENT AGREEMENTS
The Corporation has entered into an executive severance agreement with Mr.
Teets and certain other executive officers providing that if their employment
terminates for any reason (other than because of death, disability, or normal
retirement) within 18 months after a change in control of the Corporation, then
they shall receive severance compensation. The maximum amounts the agreements
provide for consist of a lump sum payment of three times such executive
officer's highest salary, incentive plan payments and fringe benefits and also
provide a tax gross-up feature, so that such executive officers do not have to
pay excise taxes imposed by the Internal Revenue Code on payments made pursuant
to the agreement. Benefits paid are reduced by other severance benefits paid by
the Corporation, but shall not be offset by any other amounts. Such executive
officers will also be credited with years of service equal to the greater of the
number needed to assure vesting under the retirement plans or the number of
years' salary paid under the severance plan.
The Corporation has also entered into executive severance agreements with
Messrs. Bohannon, Martin, Patti, Rittmaster, and certain other executive
officers which provide benefits similar to those in the agreements described
above, except that if employment terminates involuntarily or they leave for a
good reason (as defined) they would receive three times their salary, incentive
payments and fringe benefits, and if employment terminates because they leave
voluntarily during the 30-day period following the first anniversary of the
change in control, they would receive two times such compensation.
PENSION PLANS
The following table shows estimated annual retirement benefits payable to a
covered participant who retires at age 65 or later, for the years of service and
remuneration level indicated, under The Dial Companies Retirement Income Plan
and the schedule of the Supplemental Pension Plan which prevents the loss of
pension benefits otherwise payable except for the limitations of Section 415 of
the Internal Revenue Code. The remuneration covered by the Retirement Plan is
annual salary and annual bonus, as reported in the summary compensation table
above. The final remuneration will be calculated on the basis of the average of
participant's last five years of covered remuneration prior to retirement;
however, in some cases the average of the participant's highest five years of
annual bonus will be included in covered remuneration.
13
<PAGE> 17
PENSION PLAN TABLE(1,2)
<TABLE>
<CAPTION>
Years of Service(3)
--------------------------------------------------
Remuneration 15 20 25 30(4)
- ------------ -------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
125,000 30,869 41,158 51,448 61,737
150,000 37,431 49,908 62,385 74,862
175,000 43,994 58,658 73,323 87,987
200,000 50,556 67,408 84,260 101,112
225,000 57,119 76,158 95,198 114,237
250,000 63,681 84,908 106,135 127,362
300,000 76,806 102,408 128,010 153,612
400,000 103,056 137,408 171,760 206,112
500,000 129,306 172,408 215,510 258,612
600,000 155,556 207,408 259,260 311,112
700,000 181,806 242,408 303,010 363,612
800,000 208,056 277,408 346,760 416,112
900,000 234,306 312,408 390,510 468,612
1,000,000 260,556 347,408 434,260 521,112
1,100,000 286,806 382,408 478,010 573,612
1,200,000 313,056 417,408 521,760 626,112
1,300,000 339,306 452,408 565,510 678,612
1,400,000 365,556 487,408 609,260 731,112
1,500,000 391,806 522,408 653,010 783,612
1,600,000 418,056 557,408 696,760 836,112
1,700,000 444,306 592,408 740,510 888,612
1,800,000 470,556 627,408 784,260 941,112
1,900,000 496,806 662,408 828,010 993,612
2,000,000 523,056 697,408 871,760 1,046,112
2,100,000 549,306 732,408 915,510 1,098,612
2,200,000 575,556 767,408 959,260 1,151,112
2,300,000 601,806 802,408 1,003,010 1,203,612
2,400,000 628,056 837,408 1,046,760 1,256,112
2,500,000 654,306 872,408 1,090,510 1,308,612
2,600,000 680,556 907,408 1,134,260 1,361,112
2,700,000 706,806 942,408 1,178,010 1,413,612
</TABLE>
- ---------------
(1) The Internal Revenue Code (Code), and the Employee Retirement Income
Security Act (ERISA), limit the annual benefits which may be paid from a
tax-qualified retirement plan. As permitted by the Code and ERISA, the
Corporation has a supplemental plan which authorizes the payment of benefits
calculated under provisions of the retirement plan which may be above the
limits permitted under the Code and ERISA for those executives entitled to
participate in the supplemental plan.
(2) Benefits are computed on a single-life annuity basis. Such benefits reflect
a reduction to recognize some of the Social Security benefits to be received
by the employee. The amounts set forth are before any adjustment for joint
and survivorship provisions, which would reduce, in some cases, the amounts
shown in the table.
14
<PAGE> 18
(3) The number of credited years of service for Messrs. Teets, Patti, Bohannon,
Martin, and Rittmaster, are 24, 28, 2, 18, and 16, respectively. Messrs.
Teets, Patti, Bohannon, Martin and Rittmaster's estimated retirement
benefits are, respectively, $1,295,000, $458,000, $76,700, $132,000 and
$82,600. Due to the nature of Mr. Rittmaster's incentive plan, as defined in
his employment agreement, annual bonus is not included in the calculation of
his pension.
(4) The Corporation's Retirement Income Plan limits the years of service
credited for purposes of calculating benefits to a maximum of 30 years. Its
Supplemental Pension Plan contains similar limits and further provides that
pension benefits set forth in this column will be payable to designated
executive officers who have completed twenty or more years of service, and
attained age 55, including Mr. Teets.
LEGAL PROCEEDINGS
Several stockholder derivative complaints were filed in the Delaware Court
of Chancery in late December 1995 and early January 1996 against members of
Dial's Board of Directors, and against Dial as a nominal defendant. A lawsuit
also was filed in the United States District Court, District of Arizona, on
December 21, 1995, against the same parties, against a former member of Dial's
Board, and against certain officers of Dial. The complaints variously allege
fraud, negligence, mismanagement, corporate waste, invasion of privacy,
intentional infliction of emotional distress, breaches of fiduciary duty, and
seek equitable relief and recovery from or on behalf of Dial for compensatory
and other damages incurred by Dial or the Arizona case plaintiff as a result of
alleged payment of excessive compensation, improper investments, or other
improper activities. Dial and its counsel believe the claims are without merit.
In addition, Dial and certain subsidiaries are plaintiffs or defendants to
various other actions, proceedings and pending claims, including those matters
discussed in more detail below. Certain of these pending legal actions are or
purport to be stockholder or class actions. Some of the foregoing involve, or
may involve, compensatory, punitive or other damages in material amounts.
Litigation is subject to many uncertainties and it is possible that some of the
legal actions, proceedings or claims referred to above could be decided against
Dial. Although the amount of liability at December 31, 1995, with respect to
these matters is not ascertainable, Dial believes that any resulting liability
will not materially affect Dial's financial position or results of operations.
15
<PAGE> 19
Dial also has been named defendant in multiple lawsuits filed by several
hundred former railroad workers claiming asbestos-related health conditions.
Dial has tolling agreements in place with approximately 3,400 other claimants.
The claims relate to former subsidiaries and their production of railroad
equipment. Due to their preliminary nature as well as potential insurance
recoveries, the extent of the claims as they relate to Dial is not ascertainable
at this time, however, Dial believes that any resulting liability will not
materially affect its financial position or results of operations.
During 1995, a federal grand jury resumed an investigation, which began in
early 1994 and was inactive for approximately one year, of Dial's airline
catering subsidiary's billing practices at several airport flight kitchen
locations. The subsidiary has cooperated fully in the investigation, has
identified certain mistakes made in invoices to certain airline customers and
has tendered reimbursements as appropriate. Dial believes that the subsidiary
and its employees did not intend to improperly invoice the airlines, that such
invoicing was at worst an uncorrected mutual error by both the subsidiary and
the airlines, and that any resulting liability, after taking into consideration
amounts already provided for, will not materially affect its financial position
or results of operations.
Dial is subject to various environmental laws and regulations of the United
States as well as of the states and other countries in whose jurisdictions Dial
has or had operations and is subject to certain international agreements. As is
the case with many companies, Dial faces exposure to actual or potential claims
and lawsuits involving environmental matters. Although Dial is a party to
certain environmental disputes, Dial believes that any liabilities resulting
therefrom, after taking into consideration amounts already provided for, but
exclusive of any potential insurance recoveries, will not have a material
adverse effect on Dial's financial position or results of operations.
------------------------------------
Notwithstanding anything to the contrary set forth in any of the
Corporation's previous filings under the Securities Act of 1933, as amended, or
the Securities and Exchange Act of 1934, as amended, that might incorporate
future filings, including this Proxy Statement, in whole or in part, the
following report and the Stockholder Return Performance Graph shall not be
incorporated by reference into any such filings.
EXECUTIVE COMPENSATION COMMITTEE REPORT
This report was prepared by the Executive Compensation Committee of the
Board of Directors. Under the Committee's direction, the Corporation has
implemented an executive compensation strategy designed to enhance profitability
and stockholder value. This strategy has served the stockholders of the
Corporation for many years by motivating and rewarding executives for achieving
the Corporation's goals.
16
<PAGE> 20
EXECUTIVE COMPENSATION STRATEGY
The Corporation's primary executive compensation strategy is to closely
align the financial interests of senior managers with those of the stockholders.
Specific objectives of executive compensation are:
- To maximize stockholder value.
- To attract and retain highly effective executive talent.
- To motivate executives to achieve the Corporation's key business goals.
- To put a significant amount of pay at risk in keeping with the
Corporation's pay-for-performance objective.
- To encourage ownership of the Corporation's common stock.
To support these objectives, a significant portion of executive
compensation is tied to achieving specific business goals that favorably impact
the Corporation's stock price.
MANAGING COMPENSATION
Each year the Committee conducts an in-depth review of the Corporation's
executive compensation program. This review is based in part on a comprehensive
study from a nationally recognized independent consulting firm. The consultant's
report assesses the effectiveness of the compensation program in achieving the
strategy and objectives established by the Committee. In addition, it provides a
comparison relative to practices and costs typical among a group of companies in
comparable industries among which the Corporation competes for executive talent.
These comparator companies are included in the Standard & Poor's Composite-500
Stock Index and consist of the 16 consumer products or services companies used
in the "Stockholder Return Performance Graph" shown below. The compensation
program for the Corporation's executive officers for 1995 was focused on
performance based criteria and was designed by reference to target compensation
packages of executive officers at approximately the 75th percentile of the
comparator companies but such level of compensation would be earned only if
aggressive performance criteria are achieved.
The preceding Summary Compensation Table shows the overall levels of
incentive compensation and the year-to-year variations which indicate the strong
relationship between incentive compensation and performance.
17
<PAGE> 21
COMPONENTS OF COMPENSATION
Total compensation for the Corporation's executive officers includes:
- Base salary
- Annual and long-term incentives
- Benefits
- Perquisites
A significant amount of compensation is tied to the attainment of corporate
or subsidiary performance goals. For example, annual and long-term incentives at
target comprise approximately 70% of the aggregate compensation package for the
Chief Executive Officer and approximately 62% of other executive officers. The
Committee believes this reinforces the pay-for-performance commitment and
encourages executive officers to focus on adding value to the Corporation.
The Committee has directed management to take reasonable action necessary
to maximize the tax deductibility of executive compensation under the provisions
of Section 162(m) of the Internal Revenue Code.
BASE SALARY
Each year the Committee evaluates the named executive officers' salaries
based on performance during the prior period and competitive surveys of the
Corporation's comparator companies provided by the Corporation's compensation
consultants. Performance factors considered for the named executive officers
include various aspects of personal qualities, communication skills, management
leadership skills, strategic orientation and commitment to competitive
advantage, with both objective and subjective judgments being made in the annual
performance appraisal process.
In Mr. Teets' case the Committee decided, in June of 1995, in view of the
fact that Mr. Teets' 65th birthday would occur in approximately three years and
his employment agreement required the Corporation to give three years' notice of
termination, and in view of the fact that the Board of Directors determined that
it was appropriate to consider a successor for Mr. Teets during this period, in
consultation with Mr. Teets, to replace his prior agreement with a new agreement
to address specifically Mr. Teets' role and duties in the remaining three years.
In making its determination as to the terms and conditions of the proposed new
agreement, the Committee considered the following:
The planned reduction of Mr. Teets' duties upon the election of Mr. Patti
as President and Chief Operating Officer of the Corporation;
The intent to have Mr. Teets focus on longer-term development of the
Corporation and on succession planning;
18
<PAGE> 22
The maturing of results of the long-term goals achieved under the
Corporation's long-term incentive plans;
The tax deductibility of executive compensation under the provisions of
Section 162(m) of the Internal Revenue Code; and
General competitive practice for similar companies, particularly the
Corporation's comparator companies and other considerations.
The provisions of his new agreement established an initial base annual
salary, effective July 1, 1995, of $1.0 million, based on the considerations
mentioned above. In the case of the other named executive officers, their
salaries were targeted at between the 50th and 75th percentile of the salaries
of comparable executives at the Corporation's comparator companies, and for 1995
such officers received increases maintaining them, on average, at such
percentiles of salaries at such companies.
ANNUAL INCENTIVES
Executives are eligible for an annual bonus based on achieving corporate
and business unit performance targets established each year. Performance targets
are set by the Committee at the beginning of the performance period. The awards
reflect the extent to which targets for the following goals are approached or
exceeded:
- Corporate level: Return on equity (weighted at 50%) and earnings per
share from continuing operations (weighted at 50%).
- Operating company level: Return on equity (weighted at 50%) and net
income (weighted at 50% but subject to up to 10% upward or downward
adjustment depending on achievement of a cash flow measure).
Individual target bonuses range from 10% to 60% of the executive's base
salary, depending on the level of responsibility. Actual awards at the corporate
level range from 0% to 170% of target, depending on achievement of corporate
goals. Actual awards at the operating company level range from 0% to a maximum
of 178.5% of target, depending on achievement of operating company goals and
discretionary adjustment based on individual performance.
For 1995, Mr. Teets did not receive an annual bonus. The Corporation did
not achieve its 1995 financial goals, and although the Corporation had funds
available for threshold annual bonuses under the provisions of the plan, in view
of the Committee's pay-for-performance objective, the Committee's subjective
evaluation of Mr. Teets' overall performance, and the fact that the Corporation
did not achieve its return on equity and income targets, the Committee did not
consider it appropriate to award Mr. Teets a bonus and no other corporate level
executive officer received a bonus due to minimal performance of the
Corporation. The bonuses for the other executive officers receiving bonuses on
the operating company level were based on achieving at least minimum thresholds
of return on equity, income and cash flow targets for their respective units, or
in Mr. Rittmaster's case, his employment agreement.
19
<PAGE> 23
LONG-TERM INCENTIVES
To accomplish the objectives of the executive compensation program and to
discourage short-term actions inconsistent with longer-term improvement, the
long-term incentive plans are designed to reward measurable performance and to
build stock ownership among executive officers. Three long-term incentive
vehicles (performance units, stock options, and performance stock) are utilized
to achieve the Corporation's objectives.
THE PERFORMANCE UNIT INCENTIVE PLAN is intended to focus participants on
the long-term interests of stockholders by tying incentive payments not only to
the achievement of financial measures but also to common stock performance. At
the corporate level, goals are based on earnings per share and return on equity.
For the operating companies, the goals are generally based on growth in
operating income or net income, and return on equity. The plan is offered to a
limited group of key executives, including the executives whose compensation is
detailed above.
Awards are paid if, at the end of a two-to-five-year performance period,
specific financial targets are met. Targets are set by the Committee at the
beginning of the performance period.
Performance unit grants are based on the Corporation's Common Stock price
on the date of the grant and a multiple of salary determined by an independent
consulting firm to reflect competitive practice of the comparator companies.
Participant awards can be earned depending on the degree of achievement of two
financial goals based on a matrix of 0% to 200% of the number of award units
originally granted. Award payments depend on the stock price during the month
following the performance period. The maximum amount of award units will be
earned if the maximum earnings and return on equity targets for the performance
period are met. Proportionately fewer units are earned for less than maximum
results. If average annual income or return on equity are below the threshold
levels, no units are earned.
After the end of the 1994-1995 performance period, Mr. Teets earned a
long-term bonus of $1,000,000 under this Plan. This long-term bonus for Mr.
Teets and the long-term bonuses of the other executive officers were based on
achieving the earnings per share or income and return on equity targets for a
two or three-year performance period ending December 31, 1995.
THE STOCK INCENTIVE PLAN provides a long-term incentive for a broader group
of key employees.
Stock options encourage and reward effective management that results in
long-term financial success. Stock options may not be re-priced under the terms
of the option plans. In 1995 stock options were granted for 10 years with an
exercise price at fair market value on the date of grant. Half the number of
options granted can be exercised after one year and the other half after two
years. Stock option grants are a part of the named executive officers' total
compensation package, and the amounts granted are based on multiples of salaries
based on competitive practices of the Corporation's comparator companies.
20
<PAGE> 24
Also in 1995, under the Stock Incentive Plan, the Committee awarded certain
executive officers performance based stock for the purposes of focusing
management's attention on value creation as measured by returns to stockholders;
retaining the management team; and building stock ownership by executive
officers in the Corporation's Common Stock. The stock awarded would be earned
only if performance targets are met or exceeded, relative to the two indices
shown on the performance graph below: the S&P 500 Index and the Corporation's
consumer products comparable index.
In 1995, Mr. Teets received options to purchase 100,000 shares with an
exercise price of $24.5625 per share, and including the 1995 grant, at year end
he held options to purchase 1,345,644 shares. In 1995 Mr. Teets also received a
grant of performance based stock in the amount of 43,300 shares. He now
beneficially owns 809,086 shares of the Corporation's Common Stock, including
144,900 shares of performance based stock which will not be earned by Mr. Teets
unless the performance targets are met.
In determining the amounts of option grants and performance based stock
awards, the Committee considered the amounts of options and restricted stock
outstanding or previously granted to each named executive officer. It also
considered information on competitive practice in the comparator group in
determining the amount of option grants and performance based stock awards made
in 1995.
Guidelines have been adopted encouraging officers and key executives to own
a dollar amount equal to a multiple of their base pay of the Corporation's
Common Stock which is at risk in the market and not simply held under option.
These multiples range from one and one-half to five times base pay, depending on
the level of compensation of individuals within the group.
CONCLUSION
The Committee believes that the 1995 grants of stock options and
performance based stock, and short and long-term cash incentive plans have
successfully focused the Corporation's senior management on building
profitability and stockholder value. The grants are competitive with those
offered at comparator companies. Through these programs, a significant portion
of the Corporation's executive compensation is linked directly to individual and
corporate performance and to stock price performance.
In 1995, as in previous years, the overwhelming majority of the
Corporation's executive compensation was at risk. The Committee intends to
continue to link executive compensation to corporate performance and stockholder
return.
EXECUTIVE COMPENSATION COMMITTEE
Dennis C. Stanfill, Chairman
Judith K. Hofer
Jack F. Reichert
21
<PAGE> 25
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing, for the five-year period ended
December 31, 1995, the yearly percentage change in the cumulative total
stockholder return on the Corporation's Common Stock against the cumulative
total return of the Standard & Poor's Composite-500 Stock Index and an index
consisting of the following consumer products companies: Anheuser-Busch
Companies, Inc., CPC International, Inc., The Clorox Company, Colgate-Palmolive
Company, General Mills, Inc., The Gillette Company, Marriott Corporation,
Minnesota Mining and Manufacturing Company, PepsiCo., Inc., Premark
International, Inc., The Procter & Gamble Company, Quaker Oats Company, Ralston
Purina Company, Sara Lee Corporation, Unilever United States, Inc., and Whitman
Corporation.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN *
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995
-----------------------------------------------------------
DIAL 100.0 193.0 236.5 233.7 252.9 361.1
S&P 500 100.0 130.3 140.3 154.3 156.4 212.5
CONSUMER COMPARATORS 100.0 132.8 145.4 149.8 157.8 212.5
</TABLE>
* Assumes that $100 was invested on the last trading day of 1990 and that
all dividends were reinvested.
22
<PAGE> 26
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The following resolution concerning the appointment of independent public
accountants will be offered at the meeting:
RESOLVED, that the appointment of Deloitte & Touche LLP to audit the
accounts of the Corporation and its subsidiaries for the fiscal year 1996 is
hereby ratified and approved.
Deloitte & Touche LLP has audited the accounts of the Corporation and its
subsidiaries for many years and has been appointed by the Board of Directors of
the Corporation upon the recommendation of the Corporation's Audit Committee as
the Corporation's independent public accountants for 1996. It is expected that a
representative of Deloitte & Touche LLP will attend the meeting, respond to
appropriate questions, and be afforded the opportunity to make a statement.
Members of the Audit Committee of the Board of Directors, none of whom are
employees of the Corporation, are Joe T. Ford, Chairman, Thomas L. Gossage,
Linda Johnson Rice, and A. Thomas Young. John W. Teets, Chairman and Chief
Executive Officer, attends the committee meetings ex officio.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP as the Corporation's independent public
accountants for 1996.
SUBMISSION OF STOCKHOLDER PROPOSALS AND OTHER INFORMATION
From time to time stockholders present proposals which may be proper
subjects for inclusion in the Proxy Statement and form of proxy for
consideration at the Annual Meeting of Stockholders. To be considered,
proposals must be submitted on a timely basis. Proposals for the 1997 Annual
Meeting of Stockholders must be received by the Corporation no later than
December 2, 1996. Any such proposals, as well as any questions related thereto,
should be directed to the Secretary of the Corporation.
A copy of the Corporation's 1995 Annual Report on Form 10-K to the
Securities and Exchange Commission may be obtained by stockholders upon written
request to Shirley Holder, Dial Tower, Phoenix, Arizona 85077-1424.
In the event a stockholder wishes to propose a candidate for consideration
by the Nominating Committee as a possible nominee for election as a director, or
wishes to propose any other matter for consideration at the stockholder meeting,
other than proposals covered by the first paragraph of this section, written
notice of such stockholder's intent to make such nomination or request such
other action
23
<PAGE> 27
must be given to the Secretary of the Corporation, The Dial Corp, Dial Tower,
Phoenix, Arizona 85077-2427 pursuant to certain procedures set out in the
Corporation's Bylaws, a copy of which is available upon request from the
Secretary of the Corporation. The chairman of the stockholder meeting may refuse
to acknowledge the nomination of any person or the request for such other action
not made in compliance with the foregoing procedure.
OTHER BUSINESS
The Board of Directors knows of no other matters to be brought before the
meeting. If any other business should properly come before the meeting, the
persons appointed in the enclosed proxy have discretionary authority to vote in
accordance with their best judgment.
By Order of the Board of Directors
FREDERICK G. EMERSON
Vice President and Secretary
24
<PAGE> 28
THE DIAL CORP
------------
--------------------------------------
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
--------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 14, 1996
<PAGE> 29
FACE OF GREEN, IVORY AND BLUE PROXY CARD
The Board of Directors recomends a vote FOR:
1. Election of directors whose terms expire in 1999:
__ FOR all nominees listed below __ WITHOLD AUTHORITY to vote for all
(except as marked to the contrary below) nominees listed below
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through that nominee's name in the list below.
Donald E. Guinn Judith K. Hofer Jack F. Reichert
2. ___ FOR ___ AGAINST ___ ABSTAIN Ratification of appointment of Deloitte
& Touche LLP as independent public
accountants for 1996
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
________________________________________________________________________________
SIGNATURE(S) (Please mark, sign, date and return this card promptly.) DATE
Please sign exactly as name appears on your account. If shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
BACK OF GREEN, IVORY AND BLUE PROXY CARD
PROXY
THE DIAL CORP
------------
DIAL TOWER, PHOENIX, ARIZONA 85077-1424
[ ADDRESS IS ON GREEN AND IVORY CARDS ONLY ]
The undersigned hereby appoints Jack F. Reichert, Dennis C. Stanfill and
John W. Teets, and each of them, to have all the powers hereunder, including
full power of substitution, as Proxies for the undersigned to vote at the
Annual Meeting of Stockholders of The Dial Corp to be held on Tuesday, May 14,
1996 and at any adjournment or adjournments thereof, all shares of stock which
the undersigned is entitled to vote, with all voting rights the undersigned
would have if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PLEASE COMPLETE, SIGN, AND DATE ON THE REVERSE SIDE
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
