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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940
| o | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
| 1. | Name and Address of Reporting Person* |
2. | Issuer Name and Ticker or Trading Symbol |
3. | I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) |
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| Welle, Bernhard J. (Last) (First) (Middle) |
The Dial Corporation (DL) |
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| 15501
North Dial Boulevard Suite 2212 (Street) |
4. | Statement for Month/Day/Year | 5. | If Amendment, Date of Original (Month/Day/Year) | ||||||||
| 4/17/2003 |
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| 6. | Relationship of Reporting Person(s) to Issuer (Check All Applicable) |
7. | Individual or Joint/Group Filing (Check Applicable Line) |
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| Scottsdale AZ 85260-1619 (City) (State) (Zip) |
o | Director | o | 10% Owner | x | Form Filed by One Reporting Person | ||||||
| x | Officer (give title below) | o | Form Filed by More than One Reporting Person | |||||||||
| o | Other (specify below) | |||||||||||
| Executive Vice President - Shared Services |
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| Reminder: | Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| * | If the form is filed by more than one reporting person, see instruction 4(b)(v). | |
| Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||||||||||
| 1. | Title of Security (Instr. 3) |
2. | Transaction Date (Month/Day/Year) |
2A. | Deemed Execution Date, if any (Month/Day/Year) |
3. | Transaction Code (Instr. 8) |
4. | Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
5. | Amount of Sec- urities Beneficially Owned Following Reported Trans- action(s) (Instr. 3 and 4) |
6. | Ownership Form: Direct (D) or Indirect (I) (Instr. 4) |
7. | Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | Amount | (A) or (D) |
Price | |||||||||||||||||||
| The Dial Corporation Common Stock | 16,668.00 (1) | D | |||||||||||||||||||||
| The Dial Corporation Common Stock | 42,987.00 (2) | I | By Family Partnership | ||||||||||||||||||||
| The Dial Corporation Common Stock (401(K) Stock Holdings) | 3/31/2003 | I | V | 232.76 | A | 16,379.51 (3) | I | By 401(k) Savings Plan | |||||||||||||||
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| Table II — Derivative
Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
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| 1. | Title of Derivative Security (Instr. 3) |
2. | Conversion or Exercise Price of Derivative Security |
3. | Transaction Date (Month/Day/Year) |
3A. | Deemed Execution Date, if any (Month/Day/Year) |
4. | Transaction Code (Instr. 8) |
5. | Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
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| Code | V | (A) | (D) | ||||||||||||||
| Options - Right to Buy | 14.8438 | ||||||||||||||||
| Options - Right to Buy | 17.7700 | ||||||||||||||||
| Options - Right to Buy | 11.9108 | ||||||||||||||||
| Options - Right to Buy | 14.4375 | ||||||||||||||||
| Options - Right to Buy | 12.8750 | ||||||||||||||||
| Options - Right to Buy | 29.7188 | ||||||||||||||||
| Options - Right to Buy | 13.4688 | ||||||||||||||||
| Phantom Stock Units | 1- for - 1 | 4/17/2003 | A | 26.45 | |||||||||||||
| Phantom Stock Units | 1- for - 1 | 4/17/2003 | A | 30.92 | |||||||||||||
| Phantom Stock Units | 1- for - 1 | ||||||||||||||||
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| Table II — Derivative
Securities Acquired, Disposed of, or Beneficially Owned — Continued (e.g., puts, calls, warrants, options, convertible securities) |
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| 6. | Date Exercisable and Expiration Date (Month/Day/Year) |
7. | Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. | Price of Derivative Security (Instr. 5) |
9. | Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. | Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. | Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Date Exercisable |
Expiration Date |
Title | Amount or Number of Shares |
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| (4) | 03/01/2010 | The Dial Corporation Common Stock | 84,500.00 | D | |||||||||||||
| (4) | 03/12/2010 | The Dial Corporation Common Stock | 100,000.00 | D | |||||||||||||
| (5) | 08/16/2005 | The Dial Corporation Common Stock | 16,704.00 | D | |||||||||||||
| (6) | 11/21/2006 | The Dial Corporation Common Stock | 38,000.00 | D | |||||||||||||
| (6) | 09/24/2006 | The Dial Corporation Common Stock | 114,330.00 | D | |||||||||||||
| (7) | 08/04/2009 | The Dial Corporation Common Stock | 65,000.00 | D | |||||||||||||
| (4) | 01/25/2011 | The Dial Corporation Common Stock | 140,000.00 | D | |||||||||||||
| (8) | The Dial Corporation Common Stock | 26.45 | 19.4550 | 12,891.38 | D | ||||||||||||
| (9) | The Dial Corporation Common Stock | 30.92 | 19.4550 | 15,071.56 | D | ||||||||||||
| (10) | The Dial Corporation Common Stock | 0.00 | D | ||||||||||||||
Explanation of Responses:
1. Direct stock ownership of the reporting person consists of 16,668 shares of restricted stock granted pursuant to the 1996 Stock Incentive Plan. The reporting person is not entitled to transfer, sell, pledge, hypothecate or assign any portion of the shares prior to the lapse of certain restrictions: restrictions lapse for 20% of the award on the first anniversary of the grant date, 20% on the second anniversary of the grant date, 20% on the third anniversary of the grant date, 20% on the fourth anniversary of the grant date and 20% on the fifth anniversary of the grant date.
2. Stock held in family partnership with reporting person and spouse as the only partners and the reporting person as the General Partner.
3. Between January 18 and March 31, 2003, the reporting person acquired 232.76 shares of The Dial Corporation Common Stock under The Dial Corporation 401(k) Savings Plan.
4. Granted pursuant to the 1996 Stock Incentive Plan. 1/3 of the options vest on the first anniversary of the grant date; 1/3 vest after the second anniversary of the grant date; and the final 1/3 vest after the third anniversary of the grant date. All options vest in the event of a change in control. Each option contains a Change in Control Cash-Out whereby, in the event of a change in control, the participant may elect to surrender all or part of the stock option to the Corporation and to receive cash in an amount equal to the amount by which the Change in Control Price per share of stock shall exceed the exercisable price per share of stock under the stock option multiplied by the number of shares of stock granted under the stock option.
5. Granted pursuant to the 1996 Stock Incentive Plan. The Corporation may permit a participant exercising an option to surrender stock to which participant is entitled as a result of such exercise to satisfy a tax withholding requirement. 50% of the options are exercisable one year after grant and 100% exercisable two years after grant.
6. Granted pursuant to the 1996 Stock Incentive Plan. Options vest 1/3 after the stock price increases 33% over the grant price, 1/3 after the stock price increases 66 2/3%, and the final 1/3 after the stock price doubles with no vesting in less than 12 months. All options vest in the event of a change in control or 5 years from the date of grant. Each option contains a Change In Control Cash-Out whereby, in the event of a change in control, the participant may elect to surrender all or part of the stock option to the Corporation and to receive cash in an amount equal to the amount by which the Change in Control Price per share of stock shall exceed the exercisable price per share of stock under the stock option multiplied by the number of shares of stock granted under the stock option.
7. Granted pursuant to the 1996 Stock Incentive Plan. Options vest 1/3 after the stock price increases 20% over grant price, but only if 1 year has passed since grant date; 1/3 after the stock price increases 40%, but only if 2 years have passed since grant date; and the final 1/3 after the stock price increases 60%, but only if 3 years have passed since grant date. All options vest in the event of a change in control or 5 years from the grant date. Each option contains a Change in Control Cash-Out whereby, in the event of a change in control, the participant may elect to surrender all or part of the stock option to the Corporation and to receive cash in an amount equal to the amount by which the Change in Control Price per share of stock shall exceed the exercisable price per share of stock under the stock option multiplied by the number of shares of stock granted under the stock option.
8. On April 17, 2003, the reporting person acquired 26.45 phantom stock units at a price of $19.455 as a result of the dividend payment under the Corporations Management Deferred Compensation Plan.
9. On April 17, 2003, the reporting person acquired 30.92 phantom stock units at a price of $19.455 as a result of the dividend payment under the Corporations Management Deferred Compensation Plan on the participant’s stock option gain deferral.
10. Discount stock units accrued under the Corporation’s Management Deferred Compensation Plan.
| /s/ Dianne B. Stoehr, Attorney-In-Fact | 4-21-03 | |
**Signature of Reporting Person |
Date |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | |
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