-----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, A0n9acPthuWUP6aBmF/3Z3yH0hOGR1lFN8wO606zNCzOSjIJx/c8GLuDYDzfx43W dZLatCyxGqCHB3Ud1PGkOQ== 0000884219-94-000046.txt : 19940705 0000884219-94-000046.hdr.sgml : 19940705 ACCESSION NUMBER: 0000884219-94-000046 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: 94536070 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 for Hourly Employees at Fort Madison and Aurora 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 for Hourly Employees at Fort Madison and Aurora 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 FOR HOURLY EMPLOYEES AT FORT MADISON AND AURORA By /s/Linde Harned Linde Harned Committee Chairman DATE: June 28, 1994 THE DIAL CONSUMER PRODUCTS GROUP 401(k) PLAN FOR HOURLY EMPLOYEES AT FORT MADISON AND AURORA 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 for Hourly Employees at Fort Madison and Aurora: We have audited the accompanying statements of net assets available for benefits of The Dial Consumer Products Group 401(k) Plan for Hourly Employees at Fort Madison and Aurora (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 page 8 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 FOR HOURLY EMPLOYEES AT FORT MADISON AND AURORA 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 $2,458,412 $1,750,953 T. Rowe Price Stable Value Fund 2,130,822 1,718,365 Vanguard GNMA Fund 619,855 472,138 Common stock: The Dial Corp Common Stock 413,620 306,825 GFC Financial Corporation Common Stock 44,837 44,280 ---------- ---------- Total investments 5,667,546 4,292,561 CONTRIBUTIONS RECEIVABLE 18,380 15,025 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $5,685,926 $4,307,586 ========== ========== See notes to financial statements. THE DIAL CONSUMER PRODUCTS GROUP 401(k) PLAN FOR HOURLY EMPLOYEES AT FORT MADISON AND AURORA STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1993 AND 1992 1993 1992 ADDITIONS: Contributions: Employer - employee wage reductions $ 994,096 $ 844,619 Company matching 88,763 82,730 Employee 45,429 36,113 ---------- ---------- Total contributions 1,128,288 963,462 ---------- ---------- Transfer of assets 0 24,321 ---------- ---------- Investment income: Dividends 179,143 140,058 Interest 112,620 104,564 Net appreciation in fair value of investments 121,058 112,562 ---------- ---------- Total investment income 412,821 357,184 ---------- ---------- Total additions 1,541,109 1,344,967 DEDUCTIONS - Distributions to participants 162,769 107,592 ---------- ---------- NET INCREASE 1,378,340 1,237,375 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 4,307,586 3,070,211 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $5,685,926 $4,307,586 ========== ========== See notes to financial statements. THE DIAL CONSUMER PRODUCTS GROUP 401(k) PLAN FOR HOURLY EMPLOYEES AT FORT MADISON AND AURORA 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 for Hourly Employees at Fort Madison and Aurora (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 Planning Retirement Income Management Earnings Plan ("PRIME"), was established October 1, 1991. Employees of the Consumer Products Group 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 Company may also contribute a matching amount, 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. Company matching contributions will be 25% of salary reduction, but not more than $4 per week. 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. No Company matching contributions are made based on after-tax contributions. 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 - Effective October 1, 1991, a portion of the participants in The Dial Consumer Products Group 401(k) Plan, commonly known as the Taxsaver Investment Plan ("TIP") were transferred to the Plan. The Company continued to transfer participants from TIP to the Plan 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 sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. c. Payments 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 ended December 31, 1993 and 1992. 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 $2,458,412 $2,458,412 T. Rowe Price Stable Value Fund $2,130,822 2,130,822 Vanguard GNMA Fund $ 619,855 619,855 Common stock: The Dial Corp Common Stock $ 413,620 413,620 GFCFC Common Stock $ 44,837 44,837 Contributions receivable 7,653 6,645 2,336 1,746 18,380 ---------- ---------- ---------- ---------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $2,466,065 $2,137,467 $ 622,191 $ 415,366 $ 44,837 $5,685,926 ========== ========== ========== ========== ========== ========== 1992 ASSETS Investments at fair value: Shares of registered investment companies: Vanguard Windsor II Fund $1,750,953 $1,750,953 T. Rowe Price Stable Value Fund $1,718,365 1,718,365 Vanguard GNMA Fund $ 472,138 472,138 Common stock: The Dial Corp Common Stock $ 306,825 306,825 GFCFC Common Stock $ 44,280 44,280 Contributions receivable 6,016 5,964 1,745 1,300 15,025 ---------- ---------- ---------- ---------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $1,756,969 $1,724,329 $ 473,883 $ 308,125 $ 44,280 $4,307,586 ========== ========== ========== ========== ========== ==========
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 $ 389,576 $ 386,991 $ 127,100 $ 90,429 $ 994,096 Company matching 32,125 35,918 12,328 8,392 88,763 Employee 20,020 18,818 4,963 1,628 45,429 ---------- ---------- ---------- ---------- ---------- Total contributions 441,721 441,727 144,391 100,449 1,128,288 ---------- ---------- ---------- ---------- ---------- Investment income: Dividends 135,160 33,782 9,018 $ 1,183 179,143 Interest 112,620 112,620 Net appreciation (depreciation) in fair value of investments 125,105 (3,788) (9,890) 9,631 121,058 ---------- ---------- ---------- ---------- ---------- ---------- Total investment income 260,265 112,620 29,994 (872) 10,814 412,821 ---------- ---------- ---------- ---------- ---------- ---------- Total additions 701,986 554,347 174,385 99,577 10,814 1,541,109 DEDUCTIONS - Distributions to participants (47,634) (98,675) (12,985) (2,973) (502) (162,769) INTERFUND TRANSFERS 54,744 (42,534) (13,092) 10,637 (9,755) - ---------- ---------- ---------- ---------- ---------- ---------- NET INCREASE 709,096 413,138 148,308 107,241 557 1,378,340 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 1,756,969 1,724,329 473,883 308,125 44,280 4,307,586 ---------- ---------- ---------- ---------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $2,466,065 $2,137,467 $ 622,191 $ 415,366 $ 44,837 $5,685,926 ========== ========== ========== ========== ========== ==========
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 $ 325,699 $ 354,290 $ 102,293 $ 62,337 $ 844,619 Company matching 29,910 34,650 11,424 6,746 82,730 Employee 14,070 17,665 2,868 1,510 36,113 ---------- ---------- ---------- ---------- ---------- Total contributions 369,679 406,605 116,585 70,593 963,462 ---------- ---------- ---------- ---------- ---------- Transfer of assets 8,609 8,768 176 (28,379) $ 31,139 $ 4,008 24,321 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Investment income: Dividends 74,368 28,314 37,376 140,058 Interest 71,104 33,460 104,564 Net appreciation (depreciation) in fair value of investments 96,312 (2,137) (4,315) 22,702 112,562 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total investment income 170,680 71,104 26,177 33,061 22,702 33,460 357,184 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total additions 548,968 486,477 142,938 75,275 53,841 37,468 1,344,967 DEDUCTIONS - Distributions to participants (32,120) (41,015) (18,538) (4,616) (310) (10,993) (107,592) INTERFUND TRANSFERS (3,003) 675,499 34,819 36,964 (9,251) (735,028) - ---------- ---------- ---------- ---------- ---------- ---------- ---------- NET INCREASE (DECREASE) 513,845 1,120,961 159,219 107,623 44,280 (708,553) 1,237,375 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 1,243,124 603,368 314,664 200,502 708,553 3,070,211 ---------- ---------- ---------- ---------- ---------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $1,756,969 $1,724,329 $ 473,883 $ 308,125 $ 44,280 $ - $4,307,586 ========== ========== ========== ========== ========== ========== ==========
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 November 16, 1992, 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 FOR HOURLY EMPLOYEES AT FORT MADISON AND AURORA SUPPLEMENTAL SCHEDULES YEAR ENDED 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 (144,273 shares) $2,243,027 $2,458,412 T. Rowe Price Stable GIC Fund Value Fund (2,130,822 shares) 2,130,822 2,130,822 Vanguard GNMA GNMA Fund Fund (59,774 shares) 616,843 619,855 The Dial Corp Common stock Common Stock (10,245 shares) 327,403 413,620 GFCFC Common Stock Common stock (1,546 shares) 20,272 44,837 ---------- ---------- Total assets held for investment $5,338,367 $5,667,546 ========== ==========
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: None Noted SERIES OF TRANSACTIONS: Vanguard Windsor II Fund Common Stock $631,472 $631,472 Vanguard Windsor II Fund Common Stock $ 49,118 $43,985 49,118 $5,133 T. Rowe Price Stable Value Fund GIC Fund 562,995 562,995 T. Rowe Price Stable Value Fund GIC Fund 150,538 150,538 150,538 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. 33-65424 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 Hourly Employees at Fort Madison and Aurora for the year ended December 31, 1993. /s/Deloitte & Touche DELOITTE & TOUCHE Phoenix, Arizona June 24, 1994 Exhibit 24.1 -----END PRIVACY-ENHANCED MESSAGE-----