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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 28, 1996
Commission file number 1-11793
THE DIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 51-0374887
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1850 NORTH CENTRAL AVENUE
PHOENIX, ARIZONA 85004-4525
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (602) 207-2800
Securities registered pursuant to Section 12 (b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $.01 par value New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all Exchange Act
reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been subject
to such filing requirements for the past 90 days.
Yes X No
----------- -----------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
As of March 14, 1997, 95,913,395 shares of Common Stock ($.01 par value) were
outstanding and the aggregate market value of the Common Stock (based on its
closing price per share on such date) held by non affiliates was approximately
$1.52 billion.
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENTS WHERE INCORPORATED
A portion of Proxy Statement for Annual Meeting of
Shareholders to be held May 29, 1997. Part III
Portions of the 1997 Annual Report to Shareholders. Part I,II and IV
Part I.
ITEM 1. BUSINESS.
(a) GENERAL DEVELOPMENT OF BUSINESS.
On July 25, 1996, the Board of Directors of The Dial Corp ("the Former
Parent") declared a dividend (the "Distribution") to effect the spinoff of its
Consumer Products Business. The dividend was paid on August 15, 1996, to
shareholders of record as of August 5, 1996. Each Dial shareholder received a
dividend of one share of common stock of The Dial Corporation ("the Company"),
which, after the Distribution, owns and operates the Consumer Products
Business previously conducted by the Former Parent. Concurrently with the
Distribution, the name of the Former Parent was changed to Viad Corp.
In connection with the Distribution, the Company filed a registration
statement on Form 10/A (Am. No. 2) with the Securities and Exchange
Commission, which was declared effective on July 30, 1996 ( the "Form 10").
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
The Company operates in one business segment, nondurable consumer products.
These operations include the manufacturing and marketing of nondurable
consumer products sold primarily through grocery and other retail outlets.
(c) NARRATIVE DESCRIPTION OF BUSINESS.
The Company is a leading producer and marketer of personal care, detergent,
air freshener and shelf-stable food products, with such well-known household
brands as Dial and Liquid Dial soaps, Purex detergents, Renuzit air fresheners
and Armour Star canned meats. The Company produced annual revenue of
approximately $1.4 billion and operating income (exclusive of restructuring
charges, discontinued inventories and other asset write-downs) of
approximately $125 million in 1996. In 1996, the Company was the leading
seller of antibacterial bar soaps in the United States, the second largest
seller of antibacterial liquid soaps in the United States, and the third
largest seller of bar soaps in the United States, measured by unit sales
(where, in each case, unit sales of soap are measured by ounces sold). The
Company was the third largest seller of detergents and the leader in the
growing value segment of the detergent market in the United States, measured
by standard cases sold in 1996. In the domestic market for air freshener
products, the Company was the second largest seller measured by dollar retail
sales in 1996. In the domestic market, the Company was the second largest
seller of canned meats, measured by both dollar retail sales and unit sales.
Soaps, detergents, air fresheners and canned meats core products represented
approximately 90% of revenues in 1996.
The Company operates production facilities and maintains sales offices in the
United States, Canada, Mexico, Guatemala and England and also conducts
business in certain other foreign countries. The Company employs
approximately 2,800 people and has seven manufacturing plants in the United
States. Currently, the Company's corporate headquarters are in Phoenix,
Arizona. The Company will be moving its corporate headquarters to
Scottsdale, Arizona, in mid-year 1997 as part of an extensive cost-cutting
program that included eliminating 250 positions, largely in management and
administration, and plans to eliminate more than half of its product lines by
mid-year 1997.
The Company's business strategy is to emphasize its four core brands: Dial
soaps, Purex detergents, Renuzit air fresheners and Armour Star canned meats.
Increasing focus on core brands, while discontinuing underperforming brands
and continuing to reduce the Company's cost structure, are intended to
generate savings for reinvestment in the future. In addition, the Company
plans to increase its international revenues through acquisitions and
strategic alliances.
Raw Materials
- --------------------
The Company believes that ample sources of raw materials are generally
available with respect to all of its major products. Paper, fats and oils,
detergent chemicals and meat are the raw materials that generally have the
most significant impact on the Company's costs. Generally, the Company
purchases such raw materials from a variety of suppliers. While the Company
believes that it can generally respond to price increases by increasing
sales prices, rapid increases in the prices of such raw materials could have
a short-term, adverse impact on results. In addition, the antibacterial agent,
Triclosan, which is the active ingredient used in Liquid Dial products, is
sourced from a single supplier. Although the Company has an adequate supply
of this ingredient for its current and foreseeable needs, a disruption in
this supply could also have a short-term, adverse impact on results.
Production Capacity
- ----------------------------
In general, the Company's manufacturing facilities are operating between five
and six days a week, with two to three shifts per day. Should additional
productive capacity become necessary, additional days of production and/or
additional shifts can be added relatively quickly.
In addition, the Company utilizes contract manufacturers for the production
of certain products. Contract manufacturers are selected on the basis of
their ability to reliably produce high quality products at a competitive cost.
In addition, the Company maintains alternative manufacturing arrangements to
ensure a ready supply of producers. Most contract manufacturing arrangements
can be canceled without significant penalty with 90 days' notice.
Patents and Trademarks
- ----------------------------------
United States patents are currently granted for a term of 17 years from the
date a patent application is filed. The Company owns a number of patents that
give the Company competitive advantages in the marketplace for the duration of
the patents.
United States trademark registrations are for a term of 10 years, renewable
every 10 years so long as the trademarks are used in the regular course of
trade. The Company maintains a portfolio of trademarks, representing
substantial goodwill in the businesses using these marks. The Company
considers these trademarks to have substantial importance and value.
Seasonality
- ----------------
The Company's business is not impacted significantly by seasonality.
However, in the past, marketing practices have caused the Company's revenue
and operating income to be highest in the fourth quarter. In the future, the
Company intends to manage its business to avoid significant variations in any
single quarter's revenue as a result of marketing practices or seasonality.
Working Capital Practices
- ------------------------------------
For information about working capital practices, refer to the information set
forth in Part II, Item 7 of this report.
Customers and Backlog
- ---------------------------------
The Company sells to thousands of customers, primarily in the United States,
including supermarkets, drug stores, wholesalers, mass merchandisers,
membership club stores, distributors and other outlets. The largest customer
of the Company in fiscal year 1996, Wal*Mart Stores, Inc (and its affiliate
SAM'S Club), accounted for approximately 16% of net sales. The Company's
payment terms to customers range from 30 to 60 days. Order backlog is not a
significant factor in the Company's business.
Competition
- -----------------
The Company competes primarily on the basis of brand equity, brand
advertising, customer service, product performance and product quality at
competitive retail price points. The Company's operations must compete with
numerous, well-established local, regional, national and international
companies, some of which are very large and act aggressively in obtaining and
defending their products' market shares and brands. The principal
competitors of the Company are, in the soap category, The Procter & Gamble
Company ("P&G"), Colgate-Palmolive Company ("Colgate") and Lever Brothers Co.,
a division of Unilever United States Inc. ("Lever"); in the detergent
category, P&G, Lever, Colgate, Church & Dwight Co. Inc. and USA Detergents; in
the air freshener category, S.C. Johnson, Clorox, P&G, Colgate and Reckitt &
Colman Inc.; and in the canned meat category, Hormel Foods Corp., American
Home Food Products Inc. and the Libby's division of Nestle.
Research and Development
- ---------------------------------------
The Company conducts research and development at its facility in Scottsdale,
Arizona. The Company engages primarily in applied research and development,
relying on outside sources for general research and development activities.
Approximately 120 employees are engaged in this function. The Company's
research and development expenditures totaled approximately $15.2 million,
$14.9 million and $15.3 million for 1996, 1995 and 1994, respectively.
The Company relies on industry and other sources, various attitude and usage
studies prepared by independent marketing firms on behalf of the Company, and
direct sales information from its largest customers to identify consumer needs
and anticipate shifts in consumer preferences, allowing the Company to
develop line extensions and new products to meet changing demands. The
Company's marketing and product development groups and research and
development laboratories work together to redesign and reformulate existing
products and to develop new products.
Government Regulation
- --------------------------------
Substantially all of the operations of the Company are, or may become subject
to, various federal laws and agency regulations. These include the Federal
Food, Drug, and Cosmetic Act, which is administered by the Food and Drug
Administration (the"FDA") and regulates the manufacturing, labeling, and sale
of the Company's over-the-counter drug and cosmetic products; the Federal
Insecticide, Fungicide, and Rodenticide Act and the Toxic Substances Control
Act, which are administered by the Environmental Protection Agency (the "EPA")
and regulate the Company's disinfectant products and all the substances used
in the manufacturing of its products, respectively; the Federal Meat
Inspection Act, which is administered by the Department of Agriculture and
regulates the Company's meat products; the Federal Hazardous Substances Act,
which is administered by the Consumer Product Safety Commission, and regulates
the labeling of the Company's household products; and the Fair Packaging and
Labeling Act, which is administered by the Federal Trade Commission (FTC), and
regulates the packaging and labeling of all the Company's products. The
Company's products also are subject to regulation by various state laws and
various state regulatory agencies. In addition, the Company is subject to
similar laws and regulations imposed by foreign jurisdictions.
Federal, state, local and foreign environmental compliance may from time to
time require changes in product formulation or packaging. Such changes have
not had, and are not expected to have, a material effect on revenues, capital
expenditures or earnings of the Company.
The FDA's regulation of most of the over-the-counter drug products in the
United States (such as the Dial antibacterial products), has remained in a
state of flux since the mid- 1970s, and many final rules regarding such
products have not been issued, and may not be issued for many years. In
addition, the FTC continually monitors the advertising practices of consumer
products companies with respect to claims made relating to product
functionality and efficacy.
Environmental
- --------------------
The Company is subject to the following United States environmental laws:
Clean Air Act, Comprehensive Environmental Response, Compensation and
Liability Act, Emergency Planning and Community Right-to-Know Act, Federal
Water Pollution Control Act, Oil Pollution Act of 1990, Resource Conservation
and Recovery Act, Safe Drinking Water Act, and Toxic Substances Control Act,
all as amended. The Company is subject to the United States environmental
regulations promulgated under these acts, and also is subject to state and
local environmental regulations, which have their foundation in the foregoing
United States environmental laws. The Company is further subject to the
environmental laws of Canada, Mexico, Guatemala and Great Britain.
As is the case with many companies, the Company faces exposure to actual or
potential claims and lawsuits involving environmental matters. Although there
are a number of pending environmental disputes involving the Company, the
Company has not suffered, and does not anticipate that it will suffer, a
material adverse effect as a result of any past, current or pending action by
any governmental agency or other party, or as a result of compliance with such
environmental laws and regulations.
At December 28, 1996, the Company had accrued approximately $13 million in
expenses related to the general clean-up and site preparation of various
closed plant sites in anticipation of the eventual sale of these properties.
These accruals are believed to be adequate and will be paid utilizing cash
flow from the Company's operations.
Employees
- ---------------
As of December 28, 1996, The Company employed approximately 2,800 individuals,
of whom approximately 1,350 were covered by collective bargaining agreements.
The Company announced in the third quarter of 1995 that it intended to close
six plants, which would result in a work force reduction of approximately 700
employees. By September 28, 1996, all six plants had been closed and by
December 28, 1996, a total of 691 of such employees had been terminated.
Additionally, in the third quarter of 1996, the Company announced that it
would take a one-time restructuring charge to provide for a business-based
reorganization through work force reductions and rationalization of product
lines. The management and administrative organization was streamlined by
discontinuing a number of underperforming brands and related assets and by
eliminating approximately 250 positions.
The Company believes that relations with its employees are satisfactory. No
collective bargaining agreements expire in 1997.
Sales
- --------
The Company's customers are served by a national sales organization of
approximately 200 employees. The sales organization is divided into four,
grocery sales regions plus specialized sales operations that sell to large
mass merchandisers, membership club stores, chain drug stores, vending and
military customers. In addition, customers are served by a national broker
sales organization and regional retail merchandising organizations. The
Company's sales representatives focus their efforts both on sales of products
to the Company's trade customers, as well as on designing and executing
programs to ensure sales to ultimate consumers. Programs directed at
consumers offer combinations of in-store merchandising, price reductions and
discounts, and include cooperative advertising efforts.
Promotion and Advertising
- ------------------------------------
The Company expends a significant portion of its revenues for the promotion
and advertising of its products. In the past three years, more than $1
billion has been spent for promotion and advertising. The Company believes
that such expenditures are necessary to maintain and increase market share in
an industry highly dependent on product image and quality, trade support and
consumer trends. The Company spent $381 million in 1996, or 27% of 1996 net
sales, for these purposes.
Distribution
- ----------------
Products are shipped from seven warehouses located at domestic manufacturing
facilities and 10 regional warehouses. Regional warehouses are operated by
third parties except for one company-owned and operated warehouse. Total
distribution space at regional warehouses is approximately 2,000,000 square
feet, and at warehouses located at manufacturing facilities, space totals
approximately 530,000 square feet. Outside carriers are principally used to
transport products.
In addition, in April 1996, two large distribution centers of approximately
450,000 square feet were established in St. Louis, Missouri, and Allentown,
Pennsylvania, for the distribution of detergent products. Shipments from
these centers and, to some extent, from detergent manufacturing facilities are
in lots of 28 pallets and 44,000 pounds. Efficiencies and lower costs are
attained because full pallets are shipped without warehouse personnel picking
and assembling product for shipment. In addition, these large distribution
centers use the Chep Mark 55, a four-way pallet that can be turned in any
direction and packed in a more compact manner, saving space on the trailers
and reducing damage in shipment.
The Company began a program of continuous, automatic replenishment of certain
of its trade customers' inventories in 1990. The primary objective of the
Continuous Replenishment Program is to improve service to customers and reduce
costs by shortening the order-to-delivery pipeline; i.e., by anticipating
customer needs based on historical sales, by shipping the product just before
those needs arise and by elimination of redundancy, errors and interruption
throughout the replenishment process. This is accomplished by using
information systems to track customer inventory levels and the movement of
each product at the customers' distribution centers and by managing the
customers' warehouse inventories. Since its inception, the Continuous
Replenishment Program has expanded, and sales under the Program currently
account for approximately 15% of the Company's net sales.
Restructuring Charges and Asset Write-Downs
- ----------------------------------------------------------------
See Note D of Notes to Consolidated Financial Statements, for information
concerning Restructuring Charges and Asset Write Downs.
ITEM 2. PROPERTIES.
The Company's headquarters occupies approximately 119,000 square feet of a
building in Phoenix, Arizona, leased from Viad Corp. The Company announced
in the third quarter of 1996 that it plans to vacate this facility as part of
its business-based reorganization. The Company has committed to a ten year
lease to secure a 130,000-square-foot, single-tenant building in Scottsdale,
Arizona, that is adjacent to its currently owned technical and administrative
facility described below. The Company will occupy the new facility in
mid-year 1997. The Company owns a 200,000-square-foot facility in
Scottsdale, Arizona, where its research, technical and certain
administrative activities are conducted.
The Company owns and operates seven plants in the United States, one plant in
Guatemala, one plant in Mexico and one plant in England. Principal
manufacturing plants are as follows:
LOCATION SQUARE FEET PRODUCTS MANUFACTURED
- ----------------- ----------- ---------------------------------------------------------------------------
Aurora, IL 451,000 Bar Soaps
- ----------------- ----------- ---------------------------------------------------------------------------
Fort Madison, IA 447,000 Canned Meats, Microwaveable Meals, Corn Starch
- ----------------- ----------- ---------------------------------------------------------------------------
St Louis, MO 272,400 Fabric Softener, Dry and Liquid Laundry Detergents
- ----------------- ----------- ---------------------------------------------------------------------------
Bristol, PA 261,800 Dry Detergents
- ----------------- ----------- ---------------------------------------------------------------------------
West Hazleton, PA 214,470 Liquid Detergents, Ammonia, Scouring Pads, Fabric Softener and Liquid Soaps
- ----------------- ----------- ---------------------------------------------------------------------------
London, OH 140,000 Scouring Pads and Fabric Softeners
- ---------------- ----------- ---------------------------------------------------------------------------
Guatemala 100,000 Translucent Bar Soaps
- ----------------- ----------- ---------------------------------------------------------------------------
Management believes that the facilities of the Company, in the aggregate, are
adequate and suitable for their purposes and that capacity is sufficient for
current needs.
ITEM 3. LEGAL PROCEEDINGS.
For information regarding legal matters, see Note O of Notes to the
Consolidated Financial Statements included herein.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during 1996.
OPTIONAL ITEM. EXECUTIVE OFFICERS OF REGISTRANT.
The names, ages and positions of the executive officers of the Company as of
March 15, 1997, are listed below:
Position with Company and
Name Age Principal Business Affiliations During Past Five Years
- ------------------- --- ------------------------------------------------------
Malcolm Jozoff 57 Chairman, President and Chief Executive Officer
Prior to the Distribution, Mr. Jozoff served as
President and Chief Executive Officer of the
Consumer Products Business of the Former Parent,
positions to which he was appointed in May of 1996. From
1993 to 1995, he was Chairman and Chief
Executive Officer of Lenox, Inc., a manufacturer of
consumer durables. From 1967 to 1992, he was
employed by The Procter & Gamble Company, a
manufacturer of consumer products where, in 1990,
he achieved the positions of President-Health Care
Sector, Corporate Group Vice President and a
Member of the Executive Committee. Mr. Jozoff
also is a director of the Columbia Gas System, Inc.
and ChemTrak Incorporated. In 1993, in
connection with a civil proceeding brought by the
Securities and Exchange Commission, Mr. Jozoff
consented, without admitting or denying the
allegations, to the entry of an order enjoining
him from violating Section 10(b) of the
Securities Exchange Act of 1934.
Daniel J. King 44 Senior Vice President-Product Supply
Mr. King has served as Senior Vice President-Product
Supply since September 1996. From 1991 to 1996,
Mr. King served as the Company's Senior Vice
President- Customer Service.
Scott McHenry 45 Senior Vice President-Marketing and Sales
Mr. McHenry has served as the Senior Vice President-
Marketing and Sales since joining the Company in
October 1996. From 1991 to 1996, Mr. McHenry
served as a Principal of McKinsey & Company, an
international management consulting firm, which he
joined in 1983. While at McKinsey & Company, Mr.
McHenry primarily served packaged goods clients
and, in 1992, became co-leader of the North
American packaged goods practice.
Lowell L. Robertson 65 Senior Vice President and Controller
Mr. Robertson has served as Senior Vice President
and Controller since March 1997. He joined the
Company in July 1996 as Vice President and
Controller. From February to October 1995, Mr.
Robertson served as the Chief Financial Officer of
Megafoods Stores, Inc. From 1966 to 1994, Mr.
Robertson was an Audit Partner with Deloitte &
Touche LLP, an international public accounting firm.
Mark R. Shook 41 Senior Vice President-International
Mr. Shook has served as the Senior Vice President-
International since September 1996. From September
1990 to September 1996, Mr. Shook was an
Executive Vice President of the Company, serving as
General Manager, Food from September 1990 to
September 1993; General Manager, Food and
International from September 1993 to April 1994;
General Manager, Laundry and International from
April to September 1994; General Manager, Soaps
and Detergents from September 1994 to July 1995;
and General Manager, Personal Care from July 1995
to September 1996.
Robert B. Stearns 44 Senior Vice President and Chief Financial Officer
Mr. Stearns has served as Senior Vice President and
Chief Financial Officer of the Company since July
1996. From May 1995 to July 1996, he was the Vice
President-Corporate Development for The Dial Corp.
From April 1992 to May 1995, he was president of
R.B. Stearns and Company, a New York based
merchant bank focused on emerging markets. From
January 1991 to April 1992, he was managing director
in charge of investment banking (North America) for
UBS Securities, Inc., a New York investment bank.
Bernhard J. Welle 48 Senior Vice President-Human Resources
Mr. Welle has served as the Senior Vice President-
Human Resources since August 1996. Prior to that,
Mr. Welle was Vice President-Human Resources for
the Company since 1987.
The term of office of the executive officers is until the next annual
organization meeting of the Board, which follows the Annual Meeting of
Shareholders, or until their successors shall be chosen.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's common stock is traded on the New York Stock Exchange. The
following table summarizes the high and low market prices as reported on the
New York Stock Exchange Composite Tape and the cash dividends declared for the
year ended December 28, 1996:
SALES PRICE RANGE OF COMMON STOCK
CALENDAR QUARTER 1996 HIGH LOW
First N/A* N/A*
------ ------- -------
Second N/A* N/A*
------ ------- -------
Third $14.875 $11.125
------ ------- -------
Fourth $15.000 $13.250
------ ------- -------
DIVIDENDS DECLARED ON COMMON STOCK
Calendar Quarter 1996
---------------- -----
Third $0.08
---------------- -----
Fourth $0.08
---------------- -----
*Stock began trading on August 15, 1996.
As of March 14, 1997, there were 95,913,395 holders of record of the
Company's common stock.
ITEM 6. SELECTED FINANCIAL DATA.
Applicable information is included in Exhibit 13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
Applicable information is included in Exhibit 13.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
1. Financial Statements--See Item 14 hereof.
2. Supplementary Data--See Condensed Consolidated Quarterly Results in
Exhibit 13.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information regarding Directors of the Company is included in the
Company's Proxy Statement to be filed for the Annual Meeting of Shareholders,
to be held on May 29, 1997, and is incorporated herein and made a part hereof.
The information regarding executive officers of the Company is found as
an Optional Item in Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION.
The information is contained in the Proxy Statement and is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information is contained in the Proxy Statement and is incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of the report:
FINANCIAL STATEMENTS.
The following are included in Exhibit 13: Independent Auditors' Report and
Consolidated Financial Statements (Balance Sheet, Statement of Operations,
Statement of Cash Flows, Statement of Shareholders' Equity and Notes to
Consolidated Financial Statements).
EXHIBITS.
3 (a) Restated Certificate of Incorporation of the Company filed as Exhibit 3
(a) to the Company's Form 10/A (Am. No. 2), dated July 26, 1996, (the "Form
10") and is hereby incorporated by reference.
3 (b) Bylaws of the Company filed as Exhibit 3 (b) to the Form 10 are hereby
incorporated by reference.
4. Form of Rights Agreement between the Company and the Rights Agent named
therein filed as Exhibit 4 to the Form 10 is hereby incorporated by reference.
10 (a) Directors Indemnification Agreement, filed as Exhibit 10 (a) to the
Company's Form 10-Q, dated November 11, 1996, is hereby incorporated by
reference.
10 (b) Officers Indemnification Agreement, filed as Exhibit 10 (b) to the
Company's Form 10-Q, dated November 11, 1996, is hereby incorporated by
reference.
10 (c) Supplemental Capital Accumulation Plan Agreement, filed as Exhibit 10
(c) to the Company's Form 10-Q, dated November 11, 1996, is hereby
incorporated by reference.
10 (d) Supplemental Pension Plan Agreement, filed as Exhibit 10 (d) to the
Company's Form 10-Q, dated November 11, 1996, is hereby incorporated by
reference.
10 (e) The Company's 1996 Stock Incentive Plan, filed as Exhibit 10 (d) to the
Form 10, is hereby incorporated by reference.
10 (f) Annual Incentive Plan.*
10 (g) Form of Deferred Compensation Plan for the Directors of the Company,
filed as Exhibit 10 (e) to the Form 10, is hereby incorporated by reference.
10 (h) Form of the Company's Director's Charitable Award Program, filed as
Exhibit 10 (f) to the Form 10, is hereby incorporated by reference.
10 (i) Form of the Company's Deferred Compensation Plan, filed as Exhibit 10
(g) to the Form 10, is hereby incorporated by reference.
10 (j) Form of Employment Agreements with certain executive officers of the
Company, filed as Exhibit 10 (h) to the Form 10, is hereby incorporated by
reference.
10 (k) Employment Agreement between the Company and Malcolm Jozoff, filed as
Exhibit (i) to the Form 10, is hereby incorporated by reference.
10 (l) Form of the Company Employee Equity Trust, filed as Exhibit 10 (k) to
the Form 10, is hereby incorporated by reference.
10 (m) Credit Agreement filed as Exhibit 10 (j) to the Form 10, is hereby
incorporated by reference.
11. Statement Re: Computation of Per Share Earnings.*
13. Financial Information Set Forth in Annual Report to Securityholders.*
21. List of Subsidiaries of the Company.*
23. Consent of Independent Auditors.*
24. Power of Attorney.*
27. Financial Data Schedule.*
* Filed herewith.
(b) The Company filed no reports on Form 8-K during the fourth quarter of
1996.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in Phoenix, Arizona, on the 14th
of March, 1997.
THE DIAL CORPORATION
/s/ Malcolm Jozoff
Malcolm Jozoff
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
Principal Executive Officer
Date: March 14, 1997 /s/ Malcolm Jozoff
Malcolm Jozoff
Chairman, President and Chief
Executive Officer
Principal Financial Officer
Date: March 14, 1997 /s/ Robert B. Stearns
Robert B. Stearns
Senior Vice President and Chief
Financial Officer
Principal Accounting Officer
Date: March 14, 1997 /s/ Lowell L.Robertson
Lowell L.Robertson
Senior Vice President and
Controller
Directors
Joy A. Amundson
Herbert M. Baum
Joe T. Ford
Thomas L. Gossage
Donald E. Guinn
Malcolm Jozoff
Michael T. Riordan
Dennis C. Stanfill
Barbara S. Thomas
A. Thomas Young
Date: March 14, 1997 /s/ Lowell L. Robertson
Lowell L. Robertson
Attorney in Fact