-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, WmWobWbAgatDrNYOSBNqtr9x1Y70JjF7J9fmYzoao6n1k0YO3YtLw166whBzLO52 5gMriAPHpkVcI3h4nO96kA== 0000884219-94-000045.txt : 19940705 0000884219-94-000045.hdr.sgml : 19940705 ACCESSION NUMBER: 0000884219-94-000045 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940628 SROS: AMEX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIAL CORP /DE/ CENTRAL INDEX KEY: 0000884219 STANDARD INDUSTRIAL CLASSIFICATION: 2840 IRS NUMBER: 361169950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11015 FILM NUMBER: 94536069 BUSINESS ADDRESS: STREET 1: DIAL TOWER STREET 2: DIAL CORPORATE CNTR CITY: PHOENIX STATE: AZ ZIP: 85077 BUSINESS PHONE: 6022074000 11-K 1 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1993 Commission file number: 001-11015 A. Full title of the Plan and address of the Plan, if different from that of the issuer named below: Dial Consumer Products Group 401(k) Plan B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: THE DIAL CORP DIAL TOWER PHOENIX, ARIZONA 85077 SIGNATURE The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Dial Consumer Products Group 401(k) Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. DIAL CONSUMER PRODUCTS GROUP 401(k) PLAN By /s/ Linde Harned Linde Harned Committee Chairman DATE: June 28, 1994 THE DIAL CONSUMER PRODUCTS GROUP 401(k) PLAN Financial Statements for the Years Ended December 31, 1993 and 1992, Supplemental Schedules for the Year Ended December 31, 1993 and Independent Auditors' Report INDEPENDENT AUDITORS' REPORT To the Plan Administrator and Plan Participants of The Dial Consumer Products Group 401(k) Plan: We have audited the accompanying statements of net assets available for benefits of The Dial Consumer Products Group 401(k) Plan (the "Plan") as of December 31, 1993 and 1992, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1993 and 1992, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules on pages 8 and 9 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1993 financial statements and, in our opinion, are fairly stated, in all material respects when considered in relation to the basic financial statements taken as a whole. /s/Deloitte & Touche June 8, 1994 THE DIAL CONSUMER PRODUCTS GROUP 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1993 AND 1992
ASSETS 1993 1992 INVESTMENTS AT FAIR VALUE: Shares of registered investment companies: Vanguard Windsor II Fund $ 583,342 $ 440,822 T. Rowe Price Stable Value Fund 388,096 319,567 Vanguard GNMA Fund 133,463 94,765 Common stock: The Dial Corp Common Stock 265,124 191,727 GFC Financial Corporation Common Stock 21,766 21,427 ---------- ---------- Total investments 1,391,791 1,068,308 CONTRIBUTIONS RECEIVABLE 6,526 6,097 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $1,398,317 $1,074,405 ========== ========== See notes to financial statements.
THE DIAL CONSUMER PRODUCTS GROUP 401(k) PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1993 AND 1992
1993 1992 ADDITIONS: Contributions: Employer - employee wage reductions $ 334,167 $ 347,455 Employee 21,422 23,808 ---------- ---------- Total contributions 355,589 371,263 ---------- ---------- Investment income: Dividends 45,298 49,982 Interest 20,840 22,454 Net appreciation in fair value of investments 28,698 27,173 ---------- ---------- Total investment income 94,836 99,609 ---------- ---------- Total additions 450,425 470,872 ---------- ---------- DEDUCTIONS: Distributions to participants 126,513 152,414 Transfer of assets 24,321 ---------- ---------- Total deductions 126,513 176,735 ---------- ---------- NET INCREASE 323,912 294,137 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 1,074,405 780,268 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $1,398,317 $1,074,405 ========== ========== See notes to financial statements.
THE DIAL CONSUMER PRODUCTS GROUP 401(k) PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1993 AND 1992 1. DESCRIPTION OF THE PLAN The following brief description of The Dial Consumer Products Group 401(k) Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. The Plan, commonly known as the Taxsaver Investment Plan ("TIP"), was established January 5, 1987. Employees of the The Dial Corporation, a division of The Dial Corp ("Dial"), and certain of its subsidiaries (the "Company") who are covered by a collective bargaining agreement are eligible to participate in the Plan after completing at least 1,000 hours of service in a twelve consecutive month period. Employees are able to contribute to the Plan by reducing their wages on a pre-tax and after-tax basis, subject to certain limitations. The Plan is subject to various regulations, particularly those under the Internal Revenue Code Section 401(k) and the Employee Retirement Income Security Act of 1974 ("ERISA"). a. Investment Programs - Receipts of the Plan are invested by the Plan's trustee, T. Rowe Price, at the designation of the participants. The Plan offers participants the following funds in which to invest pre-tax, after-tax and rollover deposits. Interest, dividends and other investment transactions are recorded on the accrual basis of accounting. 1) Vanguard Windsor II Fund - This fund invests in the common stock of other companies. The fair value of the fund is dependent upon the market value of the stocks. Any dividends received are reinvested. 2) T. Rowe Price Stable Value Fund - This fund invests in a diversified portfolio of Guaranteed Investment Contracts ("GIC") issued by insurance companies, bank investment contracts issued by financial institutions, and strategic investment contracts issued by insurance companies, financial institutions and other entities. Income is earned based upon a blended interest rate determined by the various investments and is reinvested. The fair value of the fund represents contract value which includes contributions made, plus interest at blended rates, less withdrawals by participants. 3) Vanguard GNMA Fund - This fund invests primarily in Government National Mortgage Association ("GNMA") certificates. These securities represent ownership in pools of approved mortgage loans which provide a yield based on the ratios of return of the GNMA holdings that comprise the portfolio. The fair value of the fund is dependent upon fluctuations in market conditions. 4) The Dial Corp Common Stock Fund - This fund invests in the common stock of Dial and any dividends paid on the stock are reinvested in the fund. The fair value of this fund is dependent upon the fluctuations in the market value of such stock. 5) GFC Financial Corporation ("GFCFC") Common Stock Fund - This fund invests in the common stock of GFCFC and any dividends paid on the stock are reinvested according to the participants' investment mix, due to this fund being closed to additional contributions. The fair value of this fund is dependent upon the fluctuation in the market value of the GFCFC stock. b. Contributions - Voluntary wage reductions may be elected by the employee. These pre-tax reductions are contributed to the Plan by the Company and may range from 1% to 12% of compensation. Each employee who has authorized a wage reduction at the rate of 6% or more may elect an after-tax contribution of between 1% and 10% of compensation. All contributions are limited to the applicable amounts as prescribed by the Internal Revenue Code. c. Distributions of the Plan assets occur upon participant termination from the Company, financial hardship, disablement, retirement or death. d. Vesting - All contributions to the Plan are 100% vested and nonforfeitable at all times. e. Participant Accounts - For each participant, various accounts are maintained to record wage reduction contributions, employee contributions and participant rollover deposits transferred to the Plan. The benefit to which a participant is entitled is the total benefit which can be provided from the combined amount of these participant accounts. f. Plan Administration - The Plan is administered by a committee of at least three persons appointed by the Chief Executive Officer of the Company. Expenses incident to the operation of the Plan may be paid by the Plan or directly by the Company. g. Plan Termination - While it is the Company's intention to continue the Plan, the Company has the right to terminate the Plan provided all employer contributions due at the termination date have been paid. h. Transfer of Assets - During the year ended December 31, 1991, the Company established the Planning Retirement Income Management Earnings Plan ("PRIME"). Effective October 1, 1991, a portion of the participants in the TIP plan were transferred to the PRIME plan. The Company continued to transfer participants from TIP to PRIME during 1992, as they became eligible. No participants were transferred in 1993. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant accounting policies are as follows: a. Basis of Accounting - The financial statements of the Plan are prepared under the accrual method of accounting. b. Investment Valuation and Income Recognition - The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. Common stock is valued at its quoted market price. Purchases and sale of securities are recorded on a trade-date basis. Interest and dividend income are recorded on the accrual basis. c. Payment of Benefits - Benefits are recorded when paid. 3. NET ASSETS AND CHANGES THEREIN BY FUND The following tables present the net assets of the Plan by fund as of December 31, 1993 and 1992, as well as changes in net assets by fund for the years then ended. STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION DECEMBER 31, 1993 AND 1992
T. Rowe The Dial Vanguard Price Vanguard Corp GFCFC Windsor Stable GNMA Common Common 1993 II Fund Value Fund Fund Stock Stock Total ASSETS Investments at fair value: Shares of registered investment companies: Vanguard Windsor II Fund $583,342 583,342 T. Rowe Price Stable Value Fund $388,096 388,096 Vanguard GNMA Fund $133,463 133,463 Common Stock: The Dial Corp Common Stock $265,124 265,124 GFCFC Common Stock $ 21,766 21,766 Contributions receivable 2,612 1,574 771 1,569 6,526 -------- -------- -------- -------- -------- --------- NET ASSETS AVAILABLE FOR BENEFITS $585,954 $389,670 $134,234 $266,693 $ 21,766 $1,398,317 ======== ======== ======== ======== ======== ========== 1992 ASSETS Investments at fair value: Shares of registered investment companies: Vanguard Windsor II Fund $440,822 440,822 T. Rowe Price Stable Value Fund $319,567 319,567 Vanguard GNMA Fund $ 94,765 94,765 Common Stock: The Dial Corp Common stock $191,727 191,727 GFCFC common stock $ 21,427 21,427 Contributions receivable 2,642 1,311 581 1,563 6,097 -------- -------- -------- -------- -------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $443,464 $320,878 $ 95,346 $193,290 $ 21,427 $1,074,405 ======== ======== ======== ======== ======== ==========
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION YEARS ENDED DECEMBER 31, 1993 AND 1992
T. Rowe The Dial Vanguard Price Vanguard Corp GFCFC Windsor Stable GNMA Common Common 1993 II Fund Value Fund Fund Stock Stock Total ADDITIONS: Contributions: Employer - employee wage reductions $133,272 $ 79,669 $ 38,633 $ 82,593 $ 334,167 Employee 8,417 5,550 2,686 4,769 21,422 -------- -------- -------- -------- ---------- Total contributions 141,689 85,219 41,319 87,362 355,589 Investment income: Dividends 32,014 7,062 5,648 $ 574 45,298 Interest 20,840 20,840 Net appreciation (depreciation) in fair value of investments 31,865 (834) (6,999) 4,666 28,698 -------- -------- -------- -------- -------- ---------- Total investment income 63,879 20,840 6,228 (1,351) 5,240 94,836 -------- -------- -------- -------- -------- ---------- Total additions 205,568 106,059 47,547 86,011 5,240 450,425 -------- -------- -------- -------- -------- ---------- DEDUCTIONS - Distributions to participants 67,365 35,903 8,816 14,007 422 126,513 -------- -------- -------- -------- -------- ---------- INTERFUND TRANSFERS 4,287 (1,364) 157 1,399 (4,479) - -------- -------- -------- -------- -------- ---------- NET INCREASE 142,490 68,792 38,888 73,403 339 323,912 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 443,464 320,878 95,346 193,290 21,427 1,074,405 -------- -------- -------- -------- -------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $585,954 $389,670 $134,234 $266,693 $ 21,766 $1,398,317 ======== ======== ======== ======== ======== ==========
T. Rowe The Dial Vanguard Price Vanguard Corp GFCFC Vanguard Windsor Stable GNMA Common Common GIC 1992 II Fund Value Fund Fund Stock Stock Trust Total ADDITIONS: Contributions: Employer - employee wage reductions $140,738 $ 95,781 $ 36,726 $ 74,210 $ 347,455 Employee 12,237 5,086 1,978 4,507 23,808 -------- -------- -------- -------- -------- -------- ---------- Total contributions 152,975 100,867 38,704 78,717 371,263 -------- -------- -------- -------- -------- -------- ---------- Investment income: Dividends 18,671 5,873 24,969 $ 469 49,982 Interest 17,030 $ 5,424 22,454 Net appreciation (depreciation) in fair value of investments 22,740 (385) (6,183) 11,001 27,173 -------- -------- -------- -------- -------- -------- ---------- Total investment income 41,411 17,030 5,488 18,786 11,470 5,424 99,609 -------- -------- -------- -------- -------- -------- ---------- Total additions 194,386 117,897 44,192 97,503 11,470 5,424 470,872 -------- -------- -------- -------- -------- -------- ---------- DEDUCTIONS: Distributions to participants 32,869 69,077 10,158 13,381 2,350 24,579 152,414 Transfer of assets 8,610 8,768 175 2,725 35 4,008 24,321 -------- -------- -------- -------- -------- -------- ---------- Total deductions 41,479 77,845 10,333 16,106 2,385 28,587 176,735 -------- -------- -------- -------- -------- -------- ---------- INTERFUND TRANSFERS (12,002) 119,480 76 (2,343) 12,342 (117,553) - -------- -------- -------- -------- -------- -------- ---------- NET INCREASE (DECREASE) 140,905 159,532 33,935 79,054 21,427 (140,716) 294,137 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 302,559 161,346 61,411 114,236 140,716 780,268 -------- -------- -------- -------- -------- -------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $443,464 $320,878 $ 95,346 $193,290 $ 21,427 $ - $1,074,405 ======== ======== ======== ======== ======== ======== ==========
4. RELATED PARTY TRANSACTIONS Plan investments include shares of the T. Rowe Price Stable Value Fund managed by T. Rowe Price. T. Rowe Price is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. 5. FEDERAL INCOME TAX STATUS The Internal Revenue Service has determined and informed the Company by letter, dated April 8, 1993, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code. * * * * * * THE DIAL CONSUMER PRODUCTS GROUP 401(k) PLAN SUPPLEMENTAL SCHEDULE DECEMBER 31, 1993 Item 27a - Schedule of Assets Held for Investment Purposes
Column B Column C Column D Column E Description of Investment Including Collateral, Rate of Identity of Issue, Interest, Maturity Borrower, Lessor or Date, Par or Current Similar Party Maturity Value Cost Value - - ---------------------- ---------------------- ----------- ----------- Vanguard Windsor Common stock II Fund (34,234 shares) $ 516,474 $ 583,342 T. Rowe Price Stable GIC Fund Value Fund (388,096 shares) 388,096 388,096 Vanguard GNMA Fund GNMA Fund (12,870 shares) 131,767 133,463 The Dial Corp Common Common stock Stock (6,567 shares) 226,936 265,124 GFC Financial Corpor- Common Stock Common stock (751 shares) 11,153 21,766 ---------- ---------- Total assets held for investment $1,274,426 $1,391,791
========== ========== THE DIAL CONSUMER PRODUCTS GROUP 401(k) PLAN SUPPLEMENTAL SCHEDULE YEAR ENDED DECEMBER 31, 1993 Item 27d - Schedule of Reportable Transactions
Column A Column B Column C Column D Column G Column H Column I Current Value of Asset on Net Identity of Description Purchase Selling Cost of Transaction Gain/ Party Involved of Asset Price Price Asset Date (Loss) - - --------------- ---------- ---------- ---------- ---------- ---------- ---------- SINGLE TRANSACTIONS: Vanguard Windsor II Fund Common stock $ 39,190 $ 34,035 $ 39,190 $ 5,155 SERIES OF TRANSACTIONS: Vanguard Windsor II Fund Common stock $179,627 179,627 Vanguard Windsor II Fund Common stock 68,973 59,565 68,973 9,408 T. Rowe Price Stable Value Fund GIC Fund 106,385 106,385 T. Rowe Price Stable Value Fund GIC Fund 37,856 37,856 37,856 Vanguard GNMA Fund GNMA Fund 48,348 48,348 Vanguard GNMA Fund GNMA Fund 8,816 8,571 8,816 245 The Dial Corp Common Stock Common stock 98,381 98,381 The Dial Corp Common Stock Common stock 17,985 16,721 17,985 1,264 NOTE: Reportable transactions are those which either singularly or in a series of combined purchases and sales during the year exceed 5% of the fair value of the Plan's assets at the beginning of the year.
EX-24.1 2 EXHIBIT 24.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-10150 of The Dial Corp on Form S-8 of our report dated June 8, 1994, appearing in this Annual Report on Form 11-K of the Dial Consumer Products Group 401(k) Plan for the year ended December 31, 1993. /s/Deloitte & Touche DELOITTE & TOUCHE Phoenix, Arizona June 24, 1994 Exhibit 24.1 -----END PRIVACY-ENHANCED MESSAGE-----