<PAGE>   1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 5, 1998
 
                                                     REGISTRATION NO. 333-
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-3
 
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                              THE DIAL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                                      <C>
                        DELAWARE                                                51-0374887
    (STATE OR OTHER JURISDICTION OF INCORPORATION OR             (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
                     ORGANIZATION)
</TABLE>
 
                           15501 NORTH DIAL BOULEVARD
                           SCOTTSDALE, AZ 85260-1619
                                 (602) 754-3425
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                                 MALCOLM JOZOFF
               CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT AND
                            CHIEF EXECUTIVE OFFICER
                              THE DIAL CORPORATION
                           15501 NORTH DIAL BOULEVARD
                           SCOTTSDALE, AZ 85260-1619
                                 (602) 754-3425
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                            ------------------------
 
    COPIES OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS SENT TO AGENT FOR
                          SERVICE, SHOULD BE SENT TO:
 
<TABLE>
<S>                                                      <C>
                STUART H. GELFOND, ESQ.                                    JANE E. OWENS, ESQ.
        FRIED, FRANK, HARRIS, SHRIVER & JACOBSON                SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                   ONE NEW YORK PLAZA                                      THE DIAL CORPORATION
             NEW YORK, NEW YORK 10004-1980                              15501 NORTH DIAL BOULEVARD
                     (212) 859-8000                                     SCOTTSDALE, AZ 85260-1619
                                                                              (602) 754-3425
</TABLE>
 
                            ------------------------
 
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
                            ------------------------
 
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
    If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. [X]
    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
                            ------------------------
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
===========================================================================================================================
       TITLE OF CLASS OF                 AMOUNT TO BE                 PROPOSED MAXIMUM                  AMOUNT OF
  SECURITIES TO BE REGISTERED             REGISTERED           AGGREGATE OFFERING PRICE(1)(2)      REGISTRATION FEE(3)
<S>                              <C>                           <C>                             <C>
---------------------------------------------------------------------------------------------------------------------------
Debt Securities................          $300,000,000                  $300,000,000                      $88,500
---------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value...              (4)                            --                              --
---------------------------------------------------------------------------------------------------------------------------
Total..........................          $300,000,000                  $300,000,000                      $88,500
===========================================================================================================================
</TABLE>
 
(1) In U.S. dollars or the equivalent thereof in foreign currencies, composite
    currencies or currency units.
(2) Exclusive of accrued interest and distributions, if any.
(3) Calculated pursuant to Rule 457.
(4) Also includes such indeterminate number of shares of Common Stock as may be
    issued upon conversion of or exchange for other Debt Securities that provide
    for conversion or exchange into Common Stock.
                            ------------------------
 
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE>   2
 
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
 
                   SUBJECT TO COMPLETION DATED MARCH 5, 1998
 
PROSPECTUS
 
                                  $300,000,000
 
                                [DIAL CORP LOGO]
                                DEBT SECURITIES
                            ------------------------
 
     The Dial Corporation (the "Company" or "Dial") may offer, issue and sell
from time to time senior or subordinated debt securities (the "Debt
Securities"), in each case, in amounts, at prices and on such terms to be
determined at the time of the offering.
 
     The Debt Securities offered pursuant to this Prospectus may be issued in
one or more series and/or issuances and will have an aggregate initial public
offering price of up to $300,000,000 (or the equivalent thereof, based on the
applicable exchange rate at the time of offering, in one or more foreign
currencies, currency units, or composite currencies as shall be designated by
the Company). Certain specific terms of the particular Debt Securities in
respect of which this Prospectus is being delivered are set forth in the
accompanying Prospectus Supplement (the "Prospectus Supplement"), including,
where applicable, the specific title, the aggregate principal amount, the
aggregate offering price, the ranking as senior debt or subordinated debt, the
denomination, the maturity, any premium, any interest rate (which may be fixed,
floating or adjustable), the time and method of calculating any payment of
interest, the place or places where principal of, any premium, and any interest,
on such Debt Securities will be payable, the currency in which principal of, any
premium, and any interest, on such Debt Securities will be payable, any terms of
redemption at the option of the Company or repayment at the option of the holder
thereof, any sinking fund provisions, any terms for conversion or exchange into
other securities, any listing on a securities exchange, the public offering
price and any other terms of the offering and sale thereof. If so specified in
the applicable Prospectus Supplement, Debt Securities of a series may be issued
in whole or in part in the form of one or more temporary or permanent global
securities.
 
     Unless otherwise specified in a Prospectus Supplement, the Debt Securities,
when issued, will be unsecured and unsubordinated obligations of the Company and
will rank pari passu in right of payment with all other unsecured and
unsubordinated indebtedness of the Company. This Prospectus may not be used to
consummate sales of Debt Securities unless accompanied by a Prospectus
Supplement.
 
     SEE "RISK FACTORS" BEGINNING ON PAGE 4 HEREIN FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE DEBT
SECURITIES.
                            ------------------------
 
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
      AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
         THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
     PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
     The Debt Securities may be sold to or through underwriters or dealers as
designated from time to time, to other purchasers directly or through agents
designated from time to time or through a combination of such methods. If agents
of the Company or any dealers or underwriters are involved in the sale of the
Debt Securities in respect of which this Prospectus is being delivered, the
names of such agents, dealers or underwriters and any applicable commissions or
discounts will be set forth in or may be calculated from the Prospectus
Supplement with respect to such Debt Securities. See "Plan of Distribution."
               The date of this Prospectus is             , 1998.
<PAGE>   3
 
     Certain persons, including any underwriters, participating in this offering
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Debt Securities. Such transactions may include stabilizing and the
purchase of Debt Securities to cover syndicate short positions. For a
description of these activities, see "Plan of Distribution."
                            ------------------------
 
                             AVAILABLE INFORMATION
 
     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices at Seven World Trade Center, 13th Floor, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission also maintains a website
(http://www.sec.gov) from which such reports, proxy statements and other
information may be obtained. In addition, reports, proxy statements and other
information concerning the Company may be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.
 
     The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments, supplements and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), of which this Prospectus constitutes a part. This Prospectus
does not contain all of the information set forth in the Registration Statement,
certain parts of which were omitted in accordance with the rules and regulations
of the Commission. For further information, reference is hereby made to the
Registration Statement and to the schedules and exhibits filed therewith. Any
statements contained herein concerning the provisions of any document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission
are not necessarily complete, and in each instance reference is made to the copy
of such document so filed. Each such statement is qualified in its entirety by
such reference.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following document filed with the Commission by the Company pursuant to
the Exchange Act is incorporated herein by reference: the Company's Annual
Report on Form 10-K for the fiscal year ended January 3, 1998.
 
     All other documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the initial filing of the
Registration Statement and prior to the closing of the offering of the Debt
Securities shall be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the respective dates of the filing of such
documents.
 
     Any statement contained herein or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus or any Prospectus
Supplement to the extent that a statement contained herein (with respect to any
statement in such documents which are so incorporated or deemed to be
incorporated), in the accompanying Prospectus Supplement or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus or any Prospectus Supplement.
 
     Upon the request of any person to whom a copy of this Prospectus and any
Prospectus Supplement has been delivered, the Company will provide without
charge to such person (including a beneficial owner) a copy of any documents
incorporated by reference therein (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into the document that
this Prospectus or any Prospectus Supplement incorporates by reference).
Requests for such copies should be directed to: The Dial Corporation, Attention:
Walter Rogers, Vice President-Investor Relations, 15501 North Dial Boulevard,
Scottsdale, Arizona 85260-1619; telephone number: (602) 754-3425.
 
                                        2
<PAGE>   4
 
     The following information is qualified in its entirety by the more detailed
information and financial statements and notes thereto appearing elsewhere in or
incorporated by reference into this Prospectus. Prior to August 15, 1996, the
business of the Company was operated as the consumer products business (the
"Consumer Products Business") of Viad Corp (then known as The Dial Corp)
("Former Parent"). On August 15, 1996, Former Parent distributed to its
stockholders all of the Company's then outstanding common stock (the "Spin-off")
causing the Company to become a separate publicly-traded company. Unless
otherwise indicated, (i) all references in this Prospectus to the "Company" or
"Dial" for periods prior to the Spin-off refer to the Consumer Products Business
of Former Parent and for periods following the Spin-off refer to the Company and
its consolidated subsidiaries, (ii) all financial information included or
incorporated by reference in this Prospectus has been prepared as if the Company
had always been a separate operating company, (iii) the industry data included
or incorporated by reference in this Prospectus are derived from publicly
available industry trade journals and reports, including, with respect to market
rank and market share, reports published by Information Resources, Inc., and
other publicly available sources which the Company has not independently
verified but which the Company believes to be reliable and (iv) references to
years and periods are to fiscal years and periods and, with respect to
comparative industry data, years are to calendar years. Unless otherwise noted,
all market share data as of any particular date are as of the 52 weeks then
ended and are based on sales in the U.S. market, which with respect to soap
products is measured by ounces sold, with respect to detergent products is
measured by standard cases sold and with respect to air fresheners and canned
meats is measured by units sold.
 
     This Prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. When used
in this Prospectus, the words "anticipates," "intends," "plans," "believes,"
"estimates" and similar expressions are intended to identify forward-looking
statements. Such statements, including, but not limited to, the Company's
statements regarding potential international expansion, the estimated benefits
of the Company's cost-cutting program and potential product introductions, are
based on management's beliefs, as well as on assumptions made by and information
currently available to management, and involve various risks and uncertainties,
certain of which are described under "Risk Factors" in this Prospectus and
certain of which are beyond the Company's control. The Company's actual results
could differ materially from those expressed in any forward-looking statements
made by or on behalf of the Company. In light of these risks and uncertainties,
there can be no assurance that the forward-looking information included or
incorporated by reference in this Prospectus will in fact transpire.
 
                                  THE COMPANY
 
     Dial is a consumer products company with net sales of $1.4 billion and
operating income of $162 million in 1997. The Company markets its products
primarily under such well-known household brand names as DIAL(R) soaps, PUREX(R)
detergents, RENUZIT(R) air fresheners and ARMOUR(R) canned meats.
 
     The Company was incorporated in the State of Delaware on June 3, 1996. The
Company's corporate headquarters and principal executive offices are located at
15501 North Dial Boulevard, Scottsdale, Arizona 85260-1619, telephone number
(602) 754-3425.
 
                                        3
<PAGE>   5
 
                                  RISK FACTORS
 
     In addition to the other information in this Prospectus and any
accompanying Prospectus Supplement, the following factors should be considered
carefully before investing in the Debt Securities offered hereby.
 
INTENSE COMPETITION IN THE CONSUMER PRODUCTS INDUSTRY
 
     The consumer products industry, particularly its detergent, personal care
and air freshener categories, is intensely competitive. Several of the Company's
most significant competitors, including The Procter & Gamble Company, Lever
Brothers Co. (a division of Unilever plc) and Colgate-Palmolive Company, have
greater financial resources than the Company and may be willing to commit
significant resources to protecting their own market shares or to capturing
market share from the Company. As a result, the Company may need to incur
greater costs than previously incurred for trade and consumer promotions and
advertising to preserve or improve market share and to introduce and establish
new products and line extensions. At the same time, the Company may need to
undertake additional production-related cost-cutting measures to enable it to
respond to competitors' price cuts and marketing efforts without reducing the
Company's margins. There can be no assurance that the Company will be able to
make such additional expenditures or implement such cost-cutting measures or
that if made or implemented they will be effective.
 
CONSUMER PRICING PRESSURES
 
     Consumer products, particularly those that are value-priced, are subject to
significant price competition. From time to time, the Company may need to engage
in price-cutting initiatives for some of its products to respond to competitive
and consumer pressures. The failure of the Company's sales volumes to grow
sufficiently to improve overall revenues and income as a result of a competitive
price reduction could have a material adverse effect on the financial
performance of the Company.
 
TRADE CUSTOMER PRICING PRESSURES; COMPETITIVE RETAIL ENVIRONMENT
 
     The Company faces pricing pressure from its trade customers. Because of the
competitive retail environment, retailers have increasingly sought to reduce
inventory levels and obtain pricing concessions from vendors. In addition,
because consumer products companies, including the Company, have historically
offered end-of-quarter discounts to achieve quarterly sales goals, trade
customers have been inclined to delay inventory restocking until quarter-end.
Over the past 18 months, the Company has reduced end-of-quarter discounts to
retailers and has changed its sales incentive structure to emphasize not only
quarterly revenue targets but also trade spending management and other personal
performance targets. The reduction in discounts has not had and the Company
believes it will not have a material adverse effect on sales although there can
be no assurance in that regard. The Company is also subject to the risk that
high-volume customers could seek alternative pricing concessions or better trade
terms. The Company's performance is also dependent upon the general health of
the retail environment and could be materially adversely affected by changes
therein and by the financial difficulties of retailers.
 
DEPENDENCE ON KEY CUSTOMERS
 
     The Company's top ten customers accounted for 35% of net sales for 1997.
Wal-Mart Stores Inc. (and its affiliate, SAM's Club) ("Wal-Mart") was the
Company's largest customer, accounting for 17% of the Company's net sales in
1997. The loss of, or a substantial decrease in the volume of purchases by,
Wal-Mart or any of the Company's other top customers could have a material
adverse effect on the Company's results of operations.
 
PRICE VOLATILITY OF RAW MATERIALS; SINGLE SOURCE SUPPLIER
 
     While the Company believes that it may, in certain circumstances, be able
to respond to price increases for certain raw materials by increasing sales
prices, rapid increases in the prices of such raw materials could have a
material adverse impact on the Company's financial results. For example, tallow
(a key ingredient in Dial bar soaps) has experienced price fluctuations within
the range of $0.16 and $0.28 per pound from
                                        4
<PAGE>   6
 
January 1, 1995 to December 31, 1997. Recently, the price of tallow has been
trading at the lower end of this historical range. Because the majority of the
competitors' soap products use considerably less tallow in their bar soap
products, the Company may not be able to increase the prices of its Dial bar
soaps in response to increases in tallow prices. 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 Triclosan for its current and foreseeable needs, a significant disruption in
this supply could have a short-term material adverse impact on the Company's
financial results. The Company seeks to mitigate this risk by entering into
contracts to provide up to six-month supplies of tallow, Triclosan and packaging
materials. Long-term hedging opportunities against price increases for these
items are generally not available.
 
DEPENDENCE ON DOMESTIC MARKETS; RISKS ASSOCIATED WITH INTERNATIONAL EXPANSION
 
     While a number of the Company's competitors have diversified their revenues
to include a strong international component, the Company is currently dependent
primarily on sales generated in the U.S. markets (92% of sales in 1997). With
respect to a number of the Company's most significant product categories,
including detergents and bar soaps, the U.S. markets are mature and
characterized by high household penetration. The Company's unit sales growth in
these domestic markets will depend on increasing usage by consumers, product
innovation and in capturing market share from competitors. There can be no
assurance that the Company will succeed in implementing its strategies to
achieve such domestic growth.
 
     To reduce its dependence on domestic revenues, the Company has adopted a
strategy to further penetrate international markets. In implementing this
strategy, the Company faces barriers to entry and the risk of competition from
local and other companies that already have established global businesses, risks
generally associated with conducting business internationally, including
exposure to currency fluctuations, limitations on foreign investment,
import/export controls, nationalization, unstable governments and legal systems
and the additional expense and risks inherent in operating in geographically and
culturally diverse locations. Because the Company plans to develop its
international business through acquisitions as well as joint ventures, co-
packaging arrangements and/or other alliances, the Company may also be subject
to risks associated with such acquisitions, ventures, arrangements and
alliances, including those relating to the marriage of different corporate
cultures and shared decision-making. In addition, since the Company's current
international distribution capabilities are extremely limited, the Company will
also need to acquire a distribution network or enter into alliances with
existing distributors before it can effectively conduct operations in new
markets. There can be no assurance that the Company will succeed in increasing
its international business in a profitable manner, and a failure to expand this
business may have a material adverse effect on the Company.
 
     The Company has a significant number of registered foreign trademarks as
well as pending foreign trademark applications. There can be no assurance that
the Company will successfully register any foreign trademarks for which
applications are currently pending or that such trademarks, once registered,
together with any existing registered foreign trademarks, will be protected in
the foreign markets in which they are used.
 
ADVERSE PUBLICITY; PRODUCT RECALLS
 
     Certain news broadcasts by major U.S. television and radio networks have
focused on the use of antibacterial agents to kill germs on various surfaces.
Triclosan, the active ingredient in Liquid Dial, has also been a focus of these
broadcasts. Although none of the broadcasts disputed that Triclosan kills germs
on the skin, some third party experts did question whether it provides any
additional protection beyond that provided by non-antibacterial soap products.
Although the Company has test results that it believes prove that Triclosan
provides consumers with additional protection in limiting exposure to
bacteria-related diseases, there can be no assurance that the adverse publicity
stemming from these broadcasts will not adversely affect the Company's sales of
its antibacterial soap products and its results of operations.
 
     Because the Company shares the use of the Armour trademark for food
products with ConAgra Inc., the manufacturer of Armour-branded non-canned meat
products, the Company faces the risk that consumer
 
                                        5
<PAGE>   7
 
preferences and perceptions with respect to any of the Company's Armour products
may be influenced by adverse publicity affecting any of the Armour-branded
products of ConAgra, Inc.
 
     From time to time, consumer product companies, including Dial, have had to
recall certain products for various reasons, which costs of recall or other
liabilities could be material to such companies. To date, the Company has not
made any product recalls that have been material to the Company's financial
condition. In addition, adverse publicity regarding any such product recalls
could also be material to the Company.
 
ENVIRONMENTAL CONCERNS REGARDING DETERGENT COMPOUND
 
     Nonlyphenol ethoxylate ("NPE") is an ingredient used in the Company's
liquid and powder detergent products. Certain environmental and regulatory
groups have raised concerns regarding the toxicity of compounds produced from
NPE as it decomposes and the adverse impact on the reproductive health of
certain aquatic animals exposed to those compounds. Although to the best of the
Company's knowledge none of the studies undertaken on NPE have demonstrated a
link between the compound and such effect in the environment or in human beings,
there can be no assurance that subsequent studies will not in fact demonstrate
such a link or demonstrate other adverse environmental consequences. Current
government regulations do not impose any restrictions on the use of NPE, or
impose any liability on any of the businesses that utilize NPE in the products
they manufacture. The Company believes, however, that a number of governmental
agencies in North America and Europe are discussing formal regulation of NPE in
the environment. The Company is in the process of reformulating its detergents
to eliminate this compound as an ingredient. The additional expense the Company
expects to incur as a result of this reformulation is not expected to have a
material adverse impact on the Company's financial results. In addition, the
Company believes that it will not incur any significant environmental liability
as a result of the use of NPE in its products.
 
DEPENDENCE ON KEY PERSONNEL
 
     The operation of the Company requires managerial expertise. Of the
Company's key personnel, only the Chief Executive Officer has an employment
contract with the Company. There can be no assurance that any of the Company's
key employees will remain in the Company's employ. The loss of such key
personnel could have a material adverse effect on the Company's operations.
 
TURNOVER; EMPLOYEE RELATIONS
 
     Primarily as a result of the restructuring of its business, the Company
discharged approximately 950 salaried and non-salaried employees during 1995 and
1996. In addition, the Company experienced greater aggregate voluntary turnover
of salaried employees in 1996 and 1997 than the industry average. Although the
Company believes that it presently has sufficient staffing, there can be no
assurance that the Company would not be materially adversely affected by any
future significant voluntary turnover of salaried or other employees.
 
     Five of the Company's seven plants are unionized. The Company's contracts
with its various unions are scheduled for renegotiation as follows: (i)
International Brotherhood of Teamsters (covering approximately 350 employees at
the Company's St. Louis, Missouri plant) in July 1998; (ii) Oil, Chemical and
Atomic Workers union (covering approximately 100 employees at the Company's
Bristol, Pennsylvania plant) in May 1999; (iii) United Food and Commercial
Workers union (covering approximately 475 employees at the Company's Aurora,
Illinois plant) in August 1999; and (iv) the United Food and Commercial Workers
union (covering approximately 500 employees at the Company's Fort Madison, Iowa
plant) in September 1999. There can be no assurance that these contracts can be
renegotiated on terms acceptable to the Company. In 1993, the Company's St.
Louis, Missouri plant experienced a five-week stoppage. Although the Company
believes that its relations with the employees at this plant and other plants
are satisfactory, there can be no assurance that the Company will not face
similar labor disputes in the future or that such disputes will not be material
to the Company.
 
                                        6
<PAGE>   8
 
ENVIRONMENTAL MATTERS
 
     The Company is subject to a variety of environmental and health and safety
laws in each jurisdiction in which it operates. These laws and regulations
pertain to the Company's present and past operations.
 
     Since 1980, the Company has received notices or requests for information
with respect to 27 sites that have been deemed "Superfund" sites under the
federal Comprehensive Environmental Response, Compensation and Liability Act,
five of which are currently active, 14 of which are inactive, and eight of which
have been settled. The Company is also engaged in investigatory and remedial
activities with respect to four closed plants previously operated by Former
Parent. As of January 3, 1998, the Company had accrued in its financial
statements approximately $10 million in reserves for expenses related to
Superfund sites and the clean-up of closed plant sites, which reserves it
believes are adequate.
 
     The Company does not anticipate that the costs to comply with environmental
laws and regulations or the costs related to Superfund sites and the clean-up of
closed plant sites will have a material adverse effect on the Company's capital
expenditures, earnings or competitive position; however, there can be no
assurance that other developments, such as the emergence of unforeseen claims or
liabilities or the imposition of increasingly stringent laws, regulations and
enforcement policies will not result in material costs in the future.
 
RISKS OF POTENTIAL ACQUISITIONS
 
     The Company may acquire or make substantial investments in complementary
businesses or products in the future. Any such acquisition or investment would
entail various risks, including the difficulty of assimilating the operations
and personnel of the acquired businesses or products, the potential disruption
of the Company's ongoing business and, generally, the potential inability of the
Company to obtain the desired financial and strategic benefits from the
acquisition or investment. These factors could have a material adverse effect on
the Company's financial results. Future acquisitions and investments by the
Company also could result in substantial cash expenditures, potentially dilutive
issuances of equity securities, the incurrence of additional debt and contingent
liabilities, and amortization expenses related to goodwill and other intangible
assets, which could adversely affect the Company's financial results and
condition. The Company engages from time to time in discussions with respect to
potential acquisitions, some of which may be material.
 
YEAR 2000 COMPLIANCE
 
     Many existing computer systems and software products, including several
used by the Company, are coded to accept only two digit entries in the date code
field. Beginning in the year 2000, these date code fields will need to accept
four digit entries to distinguish 21st century dates from 20th century dates. As
a result, the Company's date critical functions related to the year 2000 and
beyond, such as sales, distribution, manufacturing, purchasing, inventory
control, trade promotion management, planning and replenishment, facilities and
financial systems may be materially adversely affected unless these computer
systems are or become year 2000 compliant.
 
     The Company has begun a comprehensive upgrade of its information systems to
significantly improve operating efficiencies and to identify, correct or
reprogram, and test its systems for year 2000 compliance. In 1997, the Company
incurred costs of $12 million to upgrade its information technology and expects
to spend an additional $40 million over the next two years for such upgrades.
There can be no assurance, however, that the Company's computer systems will be
year 2000 compliant in a timely manner or that the Company will not incur
significant additional expenses pursuing year 2000 compliance. Furthermore, even
if the Company's systems are year 2000 compliant, there can be no assurance that
the Company will not be materially adversely affected by the failure of others
to become year 2000 compliant. For example, the Company may be adversely
affected by the disruption or inaccuracy of data provided to the Company by
non-year 2000 compliant third parties and the failure of the Company's customers
and service providers, such as independent shipping companies, to become year
2000 compliant. There can be no assurance that the year 2000 problem will not
have a material adverse effect on the Company in the future.
 
                                        7
<PAGE>   9
 
                                USE OF PROCEEDS
 
     Unless otherwise indicated in any accompanying Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Debt Securities for
general corporate purposes, which may include capital expenditures, the
repayment of indebtedness, the funding of working capital, acquisitions and
stock repurchases. While the Company reviews acquisition opportunities in the
ordinary course of business, there can be no assurance that any acquisitions
will be consummated.
 
                       RATIO OF EARNINGS TO FIXED CHARGES
 
     The following table sets forth the ratio of earnings to fixed charges of
the Company for the periods indicated:
 
<TABLE>
<CAPTION>
                                                                    FISCAL YEAR ENDED
                                                  ------------------------------------------------------
                                                  JAN. 3,    DEC. 28,    DEC. 30,    DEC. 31,   DEC. 25,
                                                   1998        1996        1995        1994       1993
                                                  -------    --------    --------    --------   --------
<S>                                               <C>        <C>         <C>         <C>        <C>
Ratio of earnings to fixed charges(1).........    6.98x      3.01x(2)     (2)(3)     9.48x      14.04x
</TABLE>
 
---------------
(1) In calculating this ratio, earnings consist of income (loss) before income
    taxes plus fixed charges. Fixed charges consist of interest expense, fees
    incurred on the sale of accounts receivable and the portion of rental
    expense under operating leases which has been deemed by the Company to be
    representative of the interest factor. Prior to August 15, 1996, the Company
    was the subsidiary of its Former Parent. Interest expense during that period
    was incurred primarily on advances from its Former Parent that bore interest
    at the prime lending rate. The average balance of interest bearing advances
    from the Former Parent prior to the Spin-off were approximately $160
    million, $240 million, $163 million and $47 million for 1996, 1995, 1994 and
    1993, respectively.
 
(2) Includes restructuring charges, asset write-downs and Spin-off transaction
    costs of $60 million in 1996 and restructuring charges and asset write-downs
    of $156 million in 1995.
 
(3) In 1995, fixed charges exceeded earnings by approximately $47 million.
 
                                        8
<PAGE>   10
 
                         DESCRIPTION OF DEBT SECURITIES
 
     The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by the Prospectus Supplement (the "Offered Debt Securities") and the
extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating to
such Offered Debt Securities.
 
     The Offered Debt Securities are to be issued in one or more series under an
Indenture as amended or supplemented from time to time (the "Indenture") between
the Company and Norwest Bank Arizona, N.A., as Trustee. The term "Trustee," as
used herein shall mean Norwest Bank Arizona, N.A.; if at any time there is more
than one Trustee acting under the Indenture, the term "Trustee" as used herein
with respect to Debt Securities of any particular series shall mean the Trustee
with respect to the Offered Debt Securities of such series. The Indenture has
been filed as an exhibit to the Registration Statement of which this Prospectus
is a part and is subject to and governed by the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"). The following summaries of certain
provisions of the Indenture and the Offered Debt Securities do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all provisions of the Indenture, including the definitions of certain terms
therein and of those terms made a part thereof by the Trust Indenture Act.
Wherever particular provisions or defined terms of the Indenture are referred
to, such provisions or defined terms are incorporated herein by reference.
 
GENERAL
 
     The Debt Securities will be unsecured obligations of the Company. Unless
otherwise stated in a Prospectus Supplement, the Debt Securities will rank pari
passu in right of payment with all other unsecured and unsubordinated
indebtedness of the Company. The Company may issue Debt Securities which are
subordinated in right of payment, in the manner and to the extent described in
the applicable Prospectus Supplement, to all existing and future Senior
Indebtedness (as defined in the applicable Prospectus Supplement).
 
     The Debt Securities to be offered by this Prospectus are limited to
$300,000,000 in aggregate initial public offering price. The Indenture does not
limit the amount of Debt Securities that may be issued thereunder and provides
that Debt Securities may be issued thereunder from time to time in one or more
series. All Debt Securities of one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without the consent of
any Holder, for issuances of additional Debt Securities of such series. (Section
301) The Indenture provides that there may be more than one Trustee thereunder,
each with respect to one or more series of Debt Securities.
 
     Reference is made to the Prospectus Supplement relating to the Offered Debt
Securities for the following terms, where applicable, of the Offered Debt
Securities: (i) the title of the Offered Debt Securities or series of which they
are a part; (ii) the aggregate principal amount of the Offered Debt Securities
and any limit on the aggregate principal amount of the Offered Debt Securities;
(iii) the Person to whom any interest on an Offered Debt Security of that series
shall be payable, if other than the Person in whose name that Offered Debt
Security is registered at the close of business on the Regular Record Date for
such series; (iv) the date or dates (or the method or methods, if any, by which
such date or dates shall be determined) on which the principal of such Offered
Debt Securities will be payable; (v) the price or prices (expressed as a
percentage of the aggregate principal amount thereof) at which the Debt
Securities will be issued; (vi) the rate or rates (which may be fixed, floating
or adjustable), or the method of determination thereof, at which the Offered
Debt Securities will bear interest, if any; the date or dates from which such
interest will accrue; the Interest Payment Dates on which any such interest will
be payable; the Regular Record Date for any such interest payable on any
Interest Payment Date and the basis upon which interest shall be calculated if
other than that of a 360-day year of twelve 30-day months; (vii) the place or
places where the principal of and any premium and interest on such Offered Debt
Securities will be payable; (viii) the period or periods within which, the price
or prices at which, the currency or currencies, currency unit or composite
currency in which, and the other terms and conditions upon which such Offered
Debt Securities may be redeemed, in whole or in part, at
 
                                        9
<PAGE>   11
 
the option of the Company; (ix) the obligation, if any, of the Company to
redeem, repay or purchase any of such Offered Debt Securities pursuant to any
sinking fund or analogous provisions or at the option of a Holder thereof, and
the period or periods within which, the price or prices at which and the terms
and conditions on which any of such Offered Debt Securities will be redeemed,
repaid or purchased, in whole or in part, pursuant to any such obligation; (x)
the denominations in which such Offered Debt Securities will be issuable, if
other than denominations of $1,000 and any integral multiple thereof; (xi) if
other than the currency of the United States of America, the currency,
currencies, composite currencies or currency units in which the principal of or
any premium or interest on such Offered Debt Securities will be payable (and the
manner in which the equivalent of the principal amount thereof in the currency
of the United States of America is to be determined for any purpose, including
for the purpose of determining the principal amount deemed to be outstanding at
any time); (xii) if the amount of payments of principal of or any premium or
interest on such Offered Debt Securities may be determined with reference to an
index, pursuant to a formula or pursuant to other methods, the manner in which
such amounts will be determined; (xiii) if the principal of or any premium or
interest on such Offered Debt Securities is to be payable (at the election of
the Company or a Holder thereof) in one or more currencies, composite currencies
or currency units other than those in which the Offered Debt Securities are
stated to be payable, the currency, currencies or currency units in which
payment of any such amount as to which such election is made will be payable,
and the periods within which and the terms and conditions upon which such
election is to be made; (xiv) if other than the principal amount thereof, the
portion of the principal amount of such Offered Debt Securities which will be
payable upon declaration of acceleration of the Maturity thereof pursuant to the
Indenture or, if applicable, the portion of the principal amount of Offered Debt
Securities that is convertible into or exchangeable for other securities of the
Company ("Securities") or the method by which such portion will be determined;
(xv) if applicable, any terms subjecting such Offered Debt Securities to
defeasance or covenant defeasance (as hereinafter defined) different from the
provisions in the Indenture and any limitations on application of the terms of
the Indenture described below under "Defeasance;" (xvi) if applicable, any terms
governing conversion or exchangeability of such Offered Debt Securities into or
for common stock, par value $.01 per share of the Company, (the "Common Stock")
or other Securities and the terms and conditions upon which such conversion or
exchange will be effected; (xvii) any terms regarding the issuance of any
Offered Debt Securities of the series, in whole or in part, in book-entry form
and, if applicable, the depositary for such book-entry securities and the
circumstances, if any, in addition to the circumstances (if applicable)
described below under "Book-Entry Debt Securities," under which any such
book-entry Debt Securities may be registered in the name of a Person other than
such depositary or its nominee; (xviii) provisions, if any, granting special
rights to the Holders of such Offered Debt Securities upon the occurrence of
such events as may be specified; (xix) any addition to, or modification or
deletion of, any Events of Default or covenants provided for with respect to the
Offered Debt Securities; (xx) the terms, if any, pursuant to which the Offered
Debt Securities will be made subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness of the Company; and the
definition of any such Senior Indebtedness; (xxi) the application, if any, of
judgments in respect of any specified currency, to the Debt Securities; (xxii)
whether the payment of principal, premium and interest, if any, and other
amounts due under the Indenture, and performance of the Company's other
obligations under the Indenture, will be guaranteed by one or more guarantors,
including subsidiaries of the Company; and (xxiii) any other terms of such
Offered Debt Securities not inconsistent with the provisions of the Indenture.
(Section 301)
 
     Unless otherwise indicated in the Prospectus Supplement relating to Offered
Debt Securities, the principal of, premium, if any, or interest on the Debt
Securities will be payable, and the Debt Securities will be exchangeable and
transfers thereof will be registrable, at the principal office of the Trustee
(see "Concerning the Trustee"), provided that, at the option of the Company,
payment of interest may be made by check mailed to the address of the Person
entitled thereto as it appears in the Security Register or by wire transfer to
an account maintained by the payee located in the United States. (Sections 305
and 1002). Any payment of principal, premium or interest required to be made on
an Interest Payment Date, Redemption Date or at Maturity (as the case may be)
which is not a Business Day may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date, Redemption
Date or at Maturity, as the case may be, and, if such payment is so made, no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Maturity. (Section 113)
 
                                       10
<PAGE>   12
 
     All monies paid by the Company to the Trustee for the payment of principal
of (and premium, if any or interest, if any, on) any Debt Security that remains
unclaimed by the Holder of such Debt Security at the end of two years after such
principal, premium or interest shall become due and payable will be repaid by
the Trustee to the Company on demand, and such Holder will thereafter look only
to the Company for payment thereof. (Section 1003)
 
     Unless otherwise indicated in the Prospectus Supplement relating to Offered
Debt Securities, the Debt Securities will be issued only in fully registered
form, without coupons, in denominations of $1,000 or any integral multiple
thereof. (Section 302). No service charge will be made for any transfer or
exchange of the Debt Securities, but the Company may, subject to certain
exceptions, require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. (Section 305)
 
     Debt Securities may be issued under the Indenture as Original Issue
Discount Securities (as defined below) to be offered and sold at a substantial
discount from their stated principal amount. In addition, under Treasury
Regulations it is possible that Debt Securities which are offered and sold at
their stated principal amount would, under certain circumstances, be treated as
issued at an original issue discount for Federal income tax purposes. Federal
income tax consequences and other special considerations applicable to any such
Original Issue Discount Securities (or other Debt Securities treated as issued
at an original issue discount) will be described in the Prospectus Supplement
relating thereto. "Original Issue Discount Security" means a security, including
any security that does not provide for the payment of interest prior to
Maturity, which is issued at a price lower than the principal amount thereof and
which provides that upon redemption or acceleration of the Stated Maturity
thereof an amount less than the principal amount thereof shall become due and
payable. (Section 101) Any special United States tax considerations applicable
to any Debt Securities which are denominated in any currencies, currency units
or composite currencies other than United States dollars will be described in
the applicable Prospectus Supplement.
 
     The Indenture does not contain any provisions which may afford the Holders
of Debt Securities of any series protection in the event of a highly leveraged
transaction or other transaction which may occur in connection with a takeover
attempt resulting in a decline in the credit rating of the Debt Securities. Any
such provisions, if applicable to the Debt Securities of any series, will be
described in the Prospectus Supplement or Prospectus Supplements relating
thereto.
 
EVENTS OF DEFAULT
 
     Unless otherwise specified in the Prospectus Supplement, the following are
the Events of Default under the Indenture with respect to Debt Securities of any
series: (i) failure to pay principal of or premium, if any, on any Debt Security
of that series when due; (ii) failure to pay any interest on any Debt Security
of that series when due, continued for 30 days; (iii) failure to deposit any
sinking fund payment, when due, in respect of any Debt Security of that series;
(iv) failure to perform or breach of any other covenant of the Company in the
Indenture (other than a covenant included in the Indenture solely for the
benefit of a series of Debt Securities other than that series), continued for 60
days after written notice by the Trustee or Holders of at least 25% of the
principal amount of the Outstanding Debt Securities of that series (as provided
in the Indenture); (v) certain events in bankruptcy, insolvency or
reorganization of the Company or a Significant Subsidiary (as defined in
Regulation S-X under the Securities Act of 1933); (vi) default under any bond,
debenture, note, mortgage, indenture or other instrument under which there may
be issued or by which there may be secured or evidenced any indebtedness for
money borrowed for which the Company or a Significant Subsidiary is directly
responsible or liable as obligor or guarantor, having an aggregate principal
amount outstanding of at least $50,000,000, whether such indebtedness exists on
the date of the Indenture or shall thereafter be created, which default shall
have resulted in such indebtedness being declared due and payable prior to the
date on which it would otherwise have become due and payable, without such
indebtedness being discharged or such acceleration having been rescinded or
annulled; and (vii) any other Event of Default provided with respect to Debt
Securities of that series. (Section 501). Unless otherwise specified herein or
in the Prospectus Supplement, no Event of Default with respect to a particular
series of Debt Securities issued under the Indenture necessarily constitutes an
Event of Default with respect to any other series of Debt Securities issued
thereunder.
                                       11
<PAGE>   13
 
     If an Event of Default with respect to Outstanding Debt Securities of any
series shall occur and be continuing, either the Trustee or the Holders of at
least 25% in aggregate principal amount of the Outstanding Debt Securities of
that series may declare the principal amount (or, if the Debt Securities of that
series are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all the Debt Securities of that series to be due and payable immediately by
written notice to the Company (and to the Trustee, if given by the Holders). If
an Event of Default described in clause (v) above with respect to the Debt
Securities of any series at the time outstanding shall occur, the principal
amount of all the Debt Securities of that series (or, in the case of any such
Original Issue Discount Security or other Debt Security, such specified amount)
will automatically, and without any action by the Trustee or any Holder, become
immediately due and payable. At any time after a declaration of acceleration
with respect to Debt Securities of any series has been made, but before a
judgment or decree based on acceleration has been obtained, the Holders of a
majority in principal amount of the Outstanding Debt Securities of that series
may, under certain circumstances, rescind and annul such acceleration by written
notice, except a default in the payment of principal, premium or interest and
certain covenants and provisions of the Indenture which cannot be amended
without the consent of the Holder of each outstanding Debt Security of such
series affected. (Section 502). For information as to waiver of defaults, see
"Modification and Waiver."
 
     Reference is made to the Prospectus Supplement relating to each series of
Offered Debt Securities which are Original Issue Discount Securities for the
particular provisions relating to acceleration of the Maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence and continuation of an Event of Default.
 
     The Trustee shall, within 90 days after the occurrence of a default with
respect to Debt Securities of any series, give all Holders of Debt Securities of
such series then outstanding notice of all uncured defaults known to it (the
term "default" to mean the events specified above without applicable grace
periods), provided that, except in the case of a default in the payment of
principal of (or any premium or interest on) any Debt Security of any series, or
in the payment of any sinking fund installment with respect to Debt Securities
of any series, the Trustee shall be protected in withholding such notice if it,
in good faith, determines that the withholding of such notice is in the interest
of all Holders of Debt Securities of such series then outstanding. (Trust
Indenture Act Section 315)
 
     The Indenture provides that the Trustee will be under no obligation
(subject to the duty of the Trustee during a default to act with the required
standard of care) to exercise any of its rights or powers under the Indenture at
the request or direction of any of the Holders of the Debt Securities of any
series, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against costs, expense and liabilities which might be
incurred by it in compliance with such request. (Section 601). Subject to such
provisions for indemnification of the Trustee, the Holders of a majority in
principal amount of the Outstanding Debt Securities of any series will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Debt Securities of that series. (Section 512)
 
     Under the Indenture, the Company will be required to furnish to the Trustee
annually a statement by certain officers of the Company to the effect that, to
the best of their knowledge, the Company is not in default in the fulfillment of
any of its obligations under the Indenture or (if there has been a default in
the fulfillment of any such obligation) specifying such default. (Section 1005)
 
     No Holder of any Debt Securities of any series will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to Debt Securities
of that series, the Holders of at least 25% in aggregate principal amount of the
Outstanding Debt Securities of that series shall have made written request, and
offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and the Trustee shall not have received from the Holders of a majority
in aggregate principal amount of the Outstanding Debt Securities of that series
a direction inconsistent with such request and shall have failed to institute
such proceeding within 60 days. (Section 507) However, such limitations do not
apply to a suit
 
                                       12
<PAGE>   14
 
instituted by a Holder of an Outstanding Debt Security of that series for
enforcement of payment of the principal of, or any premium or interest on, such
Debt Security on or after the respective due dates expressed in such Debt
Security. (Section 508)
 
COVENANTS
 
     The particular covenants, if any, relating to any series of Debt Securities
will be described in the Prospectus Supplement relating to such series. Unless
otherwise specified in the Prospectus Supplement, the "covenant defeasance"
provisions described below will apply to any such covenants described in the
Prospectus Supplement.
 
CONSOLIDATION, MERGER AND TRANSFER OF ASSETS
 
     Unless otherwise specified in an applicable Prospectus Supplement, under
the Indenture, without consent of the Holders, the Company may consolidate or
merge with or into any other corporation or entity, and the Company may sell,
lease or convey all or substantially all of its assets to another corporation or
entity, if (i) (a) in the case of a merger, the Company is the surviving company
in the merger, or (b) the entity surviving the merger, formed by such
consolidation or which acquires such assets is an entity organized and existing
under the laws of the United States of America or a state thereof or the
District of Columbia and expressly assumes payment of the principal of (and any
premium and interest on) the Debt Securities and the performance and observance
of all of the covenants and conditions of the Indenture to be performed or
observed by the Company; (ii) immediately thereafter, no Event of Default or
event which, with notice or lapse of time or both, would constitute an Event of
Default shall have occurred and shall be continuing and (iii) certain other
conditions are met. (Article Eight)
 
     In the event of any transaction (other than a lease) described in and
complying with the conditions listed in the immediately preceding paragraph in
which the Company is not the surviving company, the successor entity would be
substituted for the Company and the Company would be relieved of any obligations
and covenants under the Indenture and the Debt Securities.
 
SATISFACTION, DISCHARGE AND DEFEASANCE
 
     Satisfaction and Discharge.  Unless otherwise specified in an applicable
Prospectus Supplement, the Indenture, with respect to any series of Debt
Securities (except for certain specified surviving obligations, including (i)
any rights of registration of transfer and exchange and (ii) rights to receive
the principal, premium, if any, and interest, if any, on the Debt Securities)
will be discharged and canceled upon the satisfaction of certain conditions,
including the following: (a) all Debt Securities have been theretofore
authenticated and delivered to the Trustee for cancellation; or (b) (1) all Debt
Securities of such series not theretofore delivered to the Trustee for
cancellation have become due or payable, will become due and payable at their
Maturity within one year or are to be called for redemption within one year and
(2) an amount sufficient to pay the principal, premium, if any, and interest, if
any, to the Stated Maturity or Redemption Date, as the case may be, of all Debt
Securities of such series has been deposited with the Trustee. (Section 401)
 
     Defeasance and Covenant Defeasance.  Unless so specified in the Prospectus
Supplement with respect to Debt Securities of any series, the Company at its
option: (i) will be discharged from any and all obligations in respect of the
Debt Securities of such series (except for, among other things, certain
obligations to register the transfer or exchange of Debt Securities of such
series; replace stolen, lost or mutilated Debt Securities of such series;
maintain certain offices or agencies in each Place of Payment; and hold moneys
for payment in trust ("defeasance")); or (ii) will not be subject to provisions
of the applicable Indenture described above under "-- Consolidation, Merger and
Transfer of Assets" and certain other restrictive covenants included in the
applicable Prospectus Supplement with respect to the Debt Securities of such
series ("covenant defeasance"), in each case if the Company irrevocably deposits
with the Trustee, in trust, money or U.S. Government Obligations which through
the payment of interest thereon and principal thereof in accordance with their
terms will provide money in an amount sufficient (in the opinion of a nationally
recognized firm of independent public accountants or investment bank which shall
be delivered to the Trustee) to pay all the
 
                                       13
<PAGE>   15
 
principal (including any mandatory sinking fund payments) of, and premium, if
any, and interest, if any, on, the Debt Securities of such series on the dates
such payments are due in accordance with the terms of such Debt Securities. To
exercise any such option, the Company is required, among other things, to
deliver to the Trustee (i) an opinion of counsel to the effect that the deposit
and related defeasance or covenant defeasance, as the case may be, will not
cause the Holders of the Debt Securities of such series to recognize income,
gain or loss for Federal income tax purposes and (ii) in the case of defeasance,
a ruling received from or published by the United States Internal Revenue
Service or a change in U.S. income tax law to the effect that the deposit and
related defeasance will not cause the Holders of the Debt Securities of such
series to recognize income, gain or loss for Federal income tax purposes.
(Sections 1402 and 1403)
 
MODIFICATION AND WAIVER
 
     Unless otherwise specified in an applicable Prospectus Supplement,
modifications and amendments of the Indenture may be made by the Company and the
Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Outstanding Debt Securities of each series affected by such
modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the Holder of each Outstanding Debt
Security affected thereby: (i) change the Stated Maturity of the principal of or
any installment of principal of or interest on any Debt Security; (ii) reduce
the principal amount of, or any premium or interest on, or the rate of interest
on, any Debt Security; (iii) reduce the amount of principal of an Original Issue
Discount Security or other Debt Security payable upon acceleration of the
Maturity thereof; (iv) change the place or currency of payment of principal of,
or any premium or interest on, any Debt Security; (v) impair the right to
institute suit for the enforcement of any payment on or after the Stated
Maturity thereof (or, in the case of redemption on or after the Redemption Date;
or, in the case of repayment at the option of the Holder, on or after the date
fixed for repayment); (vi) reduce the percentage in principal amount of
Outstanding Debt Securities of any series, the consent of whose Holders is
required for modification or amendment of the Indenture; (vii) reduce the
percentage in principal amount of Outstanding Debt Securities of any series, the
consent of whose Holders is required for any waiver (of compliance with certain
provisions of the Indenture or certain defaults thereunder and their
consequences) provided for in the Indenture; or (viii) modify any of the
provisions relating to supplemental indentures, waiver of past defaults or
waiver of certain covenants, except to increase any such percentage or to
provide that certain other provisions of the Indenture cannot be modified or
waived without the consent of the Holder of each outstanding Debt Security
affected thereby. (Section 902)
 
     Unless otherwise specified in an applicable Prospectus Supplement,
modifications and amendments of the Indenture may be made by the Company and the
Trustee without the consent of any Holder of Debt Securities for any of the
following purposes: (i) to evidence the succession of another Person to the
Company and the assumption by any such successor of the covenants of the Company
in the Indenture and in the Debt Securities as obligor under the Indenture; (ii)
to add to the covenants of the Company for the benefit of the Holders of all or
any series of Debt Securities or to surrender any right or power conferred upon
the Company in the Indenture; (iii) to add Events of Default; (iv) to add or
change any provisions of the Indenture to such extent as shall be necessary to
permit or facilitate the issuance of Debt Securities in bearer form, registrable
or not registrable as to principal, and with or without interest coupons, or to
permit or facilitate the issuance of Debt Securities in uncertificated form;
provided, that any such change shall not adversely affect the interests of the
Holders of Debt Securities of such series or any other series of Debt Securities
in any material respect; (v) to add to, change or eliminate any of the
provisions of the Indenture in respect of one or more series of Debt Securities,
provided that, any such addition, change or elimination (a) shall neither (1)
apply to any Debt Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision nor (2)
modify the rights of the Holder of any such Debt Security with respect to such
provision or (b) shall become effective only when there is no such Debt Security
outstanding; (vi) to evidence and provide for the acceptance of appointment
under the Indenture by a successor Trustee with respect to the Debt Securities
of one or more series and to add to or change any of the provisions of the
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts under the Indenture by more than one Trustee; (vii) to secure the
Debt Securities; (viii) to supplement any of the provisions of the Indenture to
such extent as shall be necessary to permit or facilitate the defeasance,
covenant defeasance or
                                       14
<PAGE>   16
 
satisfaction and discharge of any series of Debt Securities pursuant to the
Indenture; provided, that any such action shall not adversely affect the
interests of the Holders of Debt Securities of such series or any other series
of Debt Securities in any material respect; (ix) to cure any ambiguity, to
correct or supplement any provision in the Indenture which may be inconsistent
with any other provision in the Indenture or to make any other provisions with
respect to matters or questions arising under the Indenture, provided that such
action shall not adversely affect the interests of the Holders of Debt
Securities of any series in any material respect; (x) to add a guarantor or
guarantors for any or all series of Debt Securities; (xi) to comply with the
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the Trust Indenture Act; and (xii) to establish the form
or terms of any series of Debt Securities. (Section 901)
 
     The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series may, on behalf of the Holders of all
Debt Securities of that series, waive any past default under the Indenture with
respect to that series, except a default in the payment of the principal of or
any premium or interest on any Debt Security of that series or in respect of a
provision which under the Indenture cannot be modified or amended without the
consent of the Holder of each Outstanding Debt Security of that series affected.
(Section 513)
 
CONVERSION OR EXCHANGE RIGHTS
 
     The terms and conditions, if any, upon which the Debt Securities are
convertible into or exchangeable for Common Stock or other Securities will be
set forth in the applicable Prospectus Supplement relating thereto. Such terms
will include the conversion price or exchange ratio (or manner of calculation
thereof), the conversion or exchange period, provisions as to whether conversion
or exchange will be at the option of the Holders or the Company, the events
requiring an adjustment of the conversion price or exchange ratio and provisions
affecting conversion or exchange in the event of the redemption of such Debt
Securities.
 
GOVERNING LAW
 
     The Indenture and the Debt Securities will be governed by, and construed in
accordance with, the law of the State of New York, but without regard to
principles of conflicts of law. (Section 112)
 
CONCERNING THE TRUSTEE
 
     Norwest Bank Arizona, N.A., with its principal offices at 3300 N. Central
Avenue, Fourth Floor, Phoenix, Arizona, 85012, will act as Trustee for the
benefit of the Holders of the Debt Securities under the Indenture.
 
BOOK-ENTRY DEBT SECURITIES
 
     Debt Securities of a series may be issued in whole or in part in global
form that will be deposited with, or on behalf of, a depository identified in
the applicable Prospectus Supplement. Global Debt Securities may be issued in
either registered or bearer form and in either temporary or permanent form (each
a "Global Security"). Unless otherwise provided in the applicable Prospectus
Supplement, Debt Securities that are represented by a Global Security will be
issued in denominations of $1,000 and any integral multiple thereof, and will be
issued in registered form only, without coupons. Payments of principal of and
any premium and interest on Debt Securities represented by a Global Security
will be made by the Company to the applicable Trustee, and then by such Trustee
to the depository.
 
     The Company anticipates that any Global Securities will be deposited with,
or on behalf of, The Depository Trust Company ("DTC"), New York, New York, that
such Global Securities will be registered in the name of DTC's nominee, and that
the following provisions will apply to the depository arrangements with respect
to any such Global Securities. Additional or differing terms of the depository
arrangement will be described in the applicable prospectus supplement.
 
     So long as DTC or its nominee is the registered owner of a Global Security,
DTC or its nominee, as the case may be, will be considered the sole Holder of
the Securities represented by such Global Security for all
 
                                       15
<PAGE>   17
 
purposes under the Indenture. Except as provided below, owners of beneficial
interests in a Global Security will not be entitled to have Debt Securities
represented by such Global Security registered in their names, will not receive
or be entitled to receive physical delivery of Debt Securities in certificated
form and will not be considered the owners or Holders thereof under the
Indenture. The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in certificated form; such
laws may limit the transferability of beneficial interests in a Global Security.
 
     If: (i) DTC is at any time unwilling, unable or ineligible to continue as
depository for the Debt Securities of any series and a successor depository is
not appointed by the Company within 90 days following notice to the Company;
(ii) the Company determines, in its sole discretion, not to have the Debt
Securities of any series represented by one or more Global Securities; or (iii)
an Event of Default under the Indenture has occurred and is continuing with
respect to the Debt Securities of any series, then the Company will issue
individual Debt Securities of such series in certificated form in exchange for
the relevant Global Securities. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery of
individual Debt Securities in certificated form of like tenor and rank, equal in
principal amount to such beneficial interest and to have such Debt Securities in
certificated form registered in its name. Unless otherwise provided in the
applicable Prospectus Supplement, Debt Securities so issued in certificated form
will be issued in denominations of $1,000 (or any integral multiple thereof) and
will be issued in registered form only, without coupons.
 
     The following is based on information furnished by DTC:
 
          In the event that DTC acts as securities depository for any Debt
     Securities, such Debt Securities will be issued as fully registered
     securities registered in the name of Cede & Co. (DTC's partnership
     nominee). One fully registered Debt Security certificate will be issued
     with respect to each $200 million of principal amount of the Debt
     Securities of a series, and an additional certificate will be issued with
     respect to any remaining principal amount of such series.
 
          DTC is a limited-purpose trust company organized under the New York
     Banking Law, a "banking organization" within the meaning of the New York
     Banking Law, a member of the Federal Reserve System, a "clearing
     corporation" within the meaning of the New York Uniform Commercial Code,
     and a "clearing agency" registered pursuant to the provisions of Section
     17A of the Exchange Act. DTC holds securities that its participants
     ("Participants") deposit with DTC. DTC also facilitates the settlement
     among Participants of securities transactions, such as transfers and
     pledges, in deposited securities through electronic computerized book-entry
     changes in Participants' accounts, thereby eliminating the need for
     physical movement of securities certificates. Direct Participants include
     securities brokers and dealers, banks, trust companies, clearing
     corporations and certain other organizations ("Direct Participants"). DTC
     is owned by a number of its Direct Participants and by the New York Stock
     Exchange, Inc., the American Stock Exchange, Inc. and the National
     Association of Securities Dealers, Inc. Access to the DTC system is also
     available to others, such as securities brokers and dealers, banks and
     trust companies, that clear through or maintain a custodial relationship
     with a Direct Participant, either directly or indirectly ("Indirect
     Participants"). The rules applicable to DTC and its Participants are on
     file with the Commission.
 
          Purchases of Debt Securities under the DTC system must be made by or
     through Direct Participants, which will receive a credit for the Debt
     Securities on DTC's records. The ownership interest of each actual
     purchaser of each Debt Security ("Beneficial Owner") is in turn recorded on
     the Direct and Indirect Participants' records. A Beneficial Owner does not
     receive written confirmation from DTC of its purchase, but such Beneficial
     Owner is expected to receive a written confirmation providing details of
     the transaction, as well as periodic statements of its holdings, from the
     Direct or Indirect Participant through which such Beneficial Owner entered
     into the transaction. Transfers of ownership interests in Debt Securities
     are accomplished by entries made on the books of Participants acting on
     behalf of Beneficial Owners. Beneficial Owners will not receive
     certificates representing their ownership interests in Debt Securities,
     except in the limited circumstances described above.
 
          To facilitate subsequent transfers, the Debt Securities are registered
     in the name of DTC's partnership nominee, Cede & Co. The deposit of the
     Debt Securities with DTC and their registration in
                                       16
<PAGE>   18
 
     the name of Cede & Co. effects no change in beneficial ownership. DTC has
     no knowledge of the actual Beneficial Owners of the Debt Securities; DTC's
     records reflect only the identity of the Direct Participants to whose
     accounts Debt Securities are credited, which may or may not be the
     Beneficial Owners. The Participants remain responsible for keeping account
     of their holdings on behalf of their customers.
 
          Delivery of notices and other communications by DTC to Direct
     Participants, by Direct Participants to Indirect Participants, and by
     Direct Participants and Indirect Participants to Beneficial Owners are
     governed by arrangements among them, subject to any statutory or regulatory
     requirements as may be in effect from time to time.
 
          Redemption notices shall be sent to Cede & Co. If less than all of the
     Debt Securities within an issue are being redeemed, DTC's practice is to
     determine by lot the amount of interest of each Direct Participant in such
     issue to be redeemed.
 
          Neither DTC nor Cede & Co. consents or votes with respect to the Debt
     Securities. Under its usual procedures, DTC mails a proxy (an "Omnibus
     Proxy") to the issuer as soon as possible after the record date. The
     Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those
     Direct Participants to whose accounts the Debt Securities are credited on
     the record date (identified on a list attached to the Omnibus Proxy).
 
          Payments of principal of and any premium and interest on the Debt
     Securities will be made to DTC. DTC's practice is to credit Direct
     Participants' accounts on the payment date in accordance with their
     respective holdings as shown on DTC's records unless DTC has reason to
     believe that it will not receive payment on the payment date. Payments by
     Participants to Beneficial Owners will be governed by standing instructions
     and customary practices, as is the case with securities held for the
     accounts of customers in bearer form or registered in "street name," and
     will be the responsibility of such Participant and not of DTC, any Paying
     Agent or the Company, subject to any statutory or regulatory requirements
     as may be in effect from time to time. Payment of principal and any premium
     and interest, to DTC will be the responsibility of the Company or the
     applicable paying agent, disbursement of such payments to Direct
     Participants will be the responsibility of DTC, and disbursement of such
     payments to the Beneficial Owners will be the responsibility of Direct and
     Indirect Participants.
 
          DTC may discontinue providing its services as securities depository
     with respect to the Debt Securities at any time by giving reasonable notice
     to the Company or the applicable Paying Agent. Under such circumstances, in
     the event that a successor securities depository is not appointed, Debt
     Securities in certificated form are required to be prepared and delivered
     as described above.
 
          The Company may decide to discontinue use of the system of book-entry
     transfers through DTC (or a successor securities depository). In that
     event, Debt Security certificates will be printed and delivered.
 
     The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources (including DTC) that the Company believes to be
reliable. However, neither the Company nor any underwriter or agent takes any
responsibility for the accuracy thereof.
 
     None of the Company, any underwriter or agent, the applicable Trustee or
any applicable paying agent will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
interests in a Global Security, or for maintaining, supervising or reviewing any
records relating to such beneficial interests.
 
                                       17
<PAGE>   19
 
                          DESCRIPTION OF CAPITAL STOCK
 
GENERAL
 
     Under the Company's Restated Certificate of Incorporation (the "Certificate
of Incorporation"), the total number of shares of all classes of stock that the
Company has authority to issue is 310,000,000 consisting of 10,000,000 shares of
Preferred Stock, par value $.01 per share (the "Preferred Stock"), and
300,000,000 shares of Common Stock. As of March 3, 1998, 102,775,954 shares of
Common Stock were issued and 102,672,370 shares were issued and outstanding
(4,892,845 shares of which were held by an employee equity trust). As part of
the 10,000,000 shares of Preferred Stock authorized, the Company has authorized
and reserved for issuance 1,500,000 shares of Junior Preferred Stock (as defined
herein) in connection with the preferred share purchase rights (the "Rights")
issued by the Company in connection with the Spin-off.
 
COMMON STOCK
 
     The holders of Common Stock are entitled to one vote per share on all
matters voted on by the stockholders, including the election of directors and,
except as otherwise required by law or provided in any resolution adopted by the
Company's Board of Directors (the "Board") with respect to any series of
Preferred Stock, the holders of such Common Stock exclusively possess all voting
power. The Certificate of Incorporation does not provide for cumulative voting
in the election of directors. Subject to any preferential rights of any
outstanding series of Preferred Stock, the holders of Common Stock are entitled
to such dividends as may be declared from time to time by the Board from funds
available therefor, and upon liquidation are entitled to receive pro rata all
assets of the Company available for distribution to such holders. The Common
Stock does not have any preemptive rights.
 
     The Common Stock is traded on the NYSE under the symbol "DL."
 
RIGHTS
 
     In connection with the Spin-off, the Company's Board of Directors declared
a dividend of one Right, paid on August 15, 1996 in respect of each share of
Common Stock issued to the holder of record thereof as of the close of business
on such date. To the extent any Debt Securities issued are convertible into
shares of Common Stock, each such share of Common Stock issued in connection
with a conversion will also be accompanied by a Right. Each Right entitles the
registered holder thereof to purchase from the Company one one-hundredth of a
share of Series A Junior Participating Preferred Stock, par value $.01 per share
(the "Junior Preferred Stock"), of the Company at a price of $75.00 per one
one-hundredth of a share (the "Purchase Price"), subject to adjustment. The
terms of the Rights are set forth in the Rights Agreement (the "Rights
Agreement") between the Company and Wells Fargo Bank of Arizona, N.A., as rights
agent.
 
     Until the earlier to occur of (i) ten days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired beneficial ownership of 20% or more of the then
outstanding shares of the Common Stock or (ii) ten business days (or such later
date as may be determined by action of the Board prior to such time as any
person or group becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 20% or more of the outstanding shares of Common Stock (the earlier of
such dates being called the "Rights Distribution Date"), the Rights will be
evidenced by the certificates representing shares of Common Stock.
 
     The Rights Agreement provides that until the Rights Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the shares of Common Stock. As soon as practicable following
the Rights Distribution Date, separate certificates evidencing the Rights
("Rights Certificates") will be mailed to holders of record of the shares of
Common Stock as of the close of business on the Rights Distribution Date and
such separate Rights Certificates alone will evidence the Rights.
 
                                       18
<PAGE>   20
 
     The Rights will not be exercisable until the Rights Distribution Date. The
Rights will expire on August 15, 2006 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
 
     The Purchase Price payable, and the number of shares of Junior Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
shares of Junior Preferred Stock, (ii) upon the grant to holders of the shares
of Junior Preferred Stock of certain rights or warrants to subscribe for or
purchase shares of Junior Preferred Stock at a price, or securities convertible
into shares of Junior Preferred Stock with a conversion price, less than the
then-current market price of the shares of Junior Preferred Stock or (iii) upon
the distribution to holders of the shares of Junior Preferred Stock of evidences
of indebtedness or assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in shares of Junior Preferred
Stock) or of subscription rights or warrants (other than those referred to
above). The number of outstanding Rights and the number of one one-hundredths of
a share of Junior Preferred Stock issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of Common Stock or a stock
dividend on Common Stock payable in Common Stock or subdivisions, consolidations
or combinations of Common Stock occurring, in any such case, prior to the Rights
Distribution Date.
 
     Shares of Junior Preferred Stock purchasable upon exercise of the Rights
will not be redeemable. Each share of Junior Preferred Stock will be entitled to
a minimum preferential quarterly dividend payment of $1.00 per share but will be
entitled to an aggregate dividend equal to 100 times the dividend declared per
share of Common Stock. In the event of liquidation, the holders of the Junior
Preferred Stock will be entitled to a minimum preferential liquidation payment
of $100 per share but will be entitled to an aggregate payment equal to 100
times the payment made per share of Common Stock. Each share of Junior Preferred
Stock will have 100 votes, and shall be entitled to vote with Common Stock.
Finally, in the event of any merger, consolidation or other transaction in which
Common Stock is exchanged, each share of Junior Preferred Stock will be entitled
to receive an amount equal to 100 times the amount received per share of Common
Stock. These rights are protected by customary antidilution provisions.
 
     Because of the nature of the dividend, liquidation and voting rights of
Junior Preferred Stock, the value of the one one-hundredth interest in a share
of Junior Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.
 
     In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provisions will be made so that each holder
of a Right, other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to receive upon
exercise thereof at the then current exercise price that number of shares of
Common Stock having a market value of two times the exercise price of the Right.
In the event that, at any time on or after the date that any person has become
an Acquiring Person, the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold, proper provisions will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction will have a market
value of two times the exercise price of the Right.
 
     At any time after any person or group of affiliated or associated persons
becomes an Acquiring Person and prior to the acquisition by such person or group
of 50% or more of the outstanding shares of Common Stock, the Board may exchange
the Rights (other than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of one share of Common
Stock, or one one-hundredth of a share of Junior Preferred Stock, per Right
(subject to adjustment).
 
     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price.
 
     At any time prior to the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 20% or more of the outstanding
shares of Common Stock, the Board may redeem the Rights in
 
                                       19
<PAGE>   21
 
whole, but not in part, at a price of $.01 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time, on such basis
and with such conditions as the Company's Board of Directors in its sole
discretion may establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
 
     The terms of the Rights may be amended by the Board without the consent of
the holders of the Rights, including an amendment to lower (i) the threshold at
which a person or group of affiliated or associated persons becomes an Acquiring
Person and (ii) the percentage of Common Stock proposed to be acquired in a
tender or exchange offer that would cause the Rights Distribution Date to occur,
to not less than the greater of (a) the sum of .001% and the largest percentage
of the outstanding shares of Common Stock then known to the Company to be
beneficially owned by any person or group of affiliated or associated persons
and (b) 10%, except that from and after such time as any person or group of
affiliated or associated persons becomes an Acquiring Person no such amendment
may adversely affect the interests of the holders of the Rights.
 
     Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. In the event that the Rights become
exercisable, the Company will register the shares of the Junior Preferred Stock
for which the Rights may be exercised, in accordance with applicable law.
 
     The Rights have certain antitakeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
and thereby effect a change in the composition of the Board on terms not
approved by the Board, including by means of a tender offer at a premium to the
market price, other than an offer conditioned on a substantial number of Rights
being acquired. The Rights should not interfere with any merger or business
combination approved by the Board since the Rights may be redeemed by the
Company at the Redemption Price prior to the time that a person or group has
become an Acquiring Person.
 
                              PLAN OF DISTRIBUTION
 
     The Company may sell Debt Securities to or through one or more underwriters
or dealers, directly to institutional investors or other purchasers, through
agents, through other methods or through a combination of the foregoing. The
distribution of the Debt Securities may be effected from time to time in one or
more transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
 
     If underwriters are used in the sale, the Debt Securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions (including negotiated transactions) at a fixed public
offering price or at varying prices determined at the time of sale. The Debt
Securities may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. The underwriter or underwriters with respect to a
particular underwritten offering of Debt Securities will be named in the
Prospectus Supplement relating to such offering and, if an underwriting
syndicate is used, the managing underwriter or underwriters will be set forth on
the cover of such Prospectus Supplement. Unless otherwise set forth in the
Prospectus Supplement, the obligations of the underwriters to purchase the Debt
Securities will be subject to certain conditions precedent and the underwriters
will be obligated to purchase all the Debt Securities if any are purchased.
 
     The Debt Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of the Debt Securities in respect of which this Prospectus is delivered
will be named, and any commissions payable by the Company to such agent, will be
set forth in the applicable Prospectus Supplement. Unless otherwise indicated in
the Prospectus Supplement, any such agent will be acting on a best efforts basis
for the period of its appointment.
 
     In connection with the sale of the Debt Securities, underwriters or agents
may receive compensation from the Company or from purchasers of the Debt
Securities for whom they may act as agents in the form of discounts, concessions
or commissions. Underwriters may sell Debt Securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters
                                       20
<PAGE>   22
 
and/or commissions from the purchasers for whom they may act as agents.
Underwriters, dealers and agents that participate in the distribution of Debt
Securities may be deemed to be underwriters, and any discounts or commissions
received by them from the Company and any profit on the resale of Debt
Securities by them may be deemed to be underwriting discounts and commissions,
under the Securities Act. Any such underwriter or agent will be identified, and
any such compensation received from the Company will be described, in the
applicable Prospectus Supplement.
 
     If so indicated in the related Prospectus Supplement, the Company will
authorize underwriters or other persons acting as the Company's agents to
solicit offers by certain institutions to purchase Debt Securities from the
Company at the public offering price set forth in the Prospectus Supplement
pursuant to contracts providing for payment and delivery on a future date.
Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and other institutions, but in all cases
such institutions must be approved by the Company. The obligations of any
purchaser under any such contract will be subject to the condition that the
purchase of the Debt Securities shall not at the time of delivery be prohibited
under the laws of the jurisdiction to which such purchaser is subject. The
underwriters and such other agents will not have any responsibility in respect
of the validity or performance of such contracts.
 
     Under agreements which may be entered into by the Company, underwriters and
agents who participate in the distribution of the Debt Securities may be
entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, or to contribution by the
Company with respect to payments they may be required to make in respect
thereof.
 
     Certain of the underwriters or agents and their affiliates may engage in
transactions with and perform services for the Company or its affiliates in the
ordinary course of their respective businesses.
 
     If the underwriters create a short position in the Debt Securities in
connection with the offerings (i.e., if they sell more Debt Securities than are
set forth on the cover page of the applicable Prospectus Supplement), the
representatives of the underwriters may reduce that short position by purchasing
Debt Securities in the open market.
 
     In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. Neither the Company nor any
underwriter or agent makes any representation or prediction as to the direction
or magnitude of any effect that the transactions described above may have on the
price of the Debt Securities. Neither the Company nor any underwriter or agent
makes any representation that the representatives of any underwriters will
engage in such transactions or that such transactions, once commenced, will not
be discontinued without notice.
 
     The Debt Securities may or may not be listed on a national securities
exchange or traded in the over-the-counter market. No assurances can be given as
to the liquidity of the trading market for any such securities.
 
                                 LEGAL MATTERS
 
     The validity of the Debt Securities will be passed upon for the Company by
Fried, Frank, Harris, Shriver & Jacobson (a partnership including professional
corporations), New York, New York.
 
                                    EXPERTS
 
     The financial statements incorporated in this Prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended January 3, 1998 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
 
                                       21
<PAGE>   23
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
<TABLE>
<S>                                                           <C>
Securities and Exchange Commission registration fee.........  $   88,500
Printing expenses...........................................     340,000
Rating agency fees..........................................     235,000
Trustee's fees..............................................      10,500
Legal fees and expenses.....................................     150,000
Accounting expenses.........................................     150,000
Blue Sky fees and expenses..................................      15,000
Other.......................................................      11,000
                                                              ----------
          Total.............................................  $1,000,000
                                                              ==========
</TABLE>
 
---------------
* Except for the Securities and Exchange Commission registration fee, all of the
  foregoing expenses have been estimated.
 
ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
CERTAIN PROVISIONS OF CERTIFICATE OF INCORPORATION AND BYLAWS
 
     The Certificate of Incorporation provides that each person who is or was or
had agreed to become a director or officer of the Company, or each such person
who is or was serving or who had agreed to serve at the request of the Company
as a director or officer of another corporation, partnership, joint venture,
trust or other enterprise (each "Another Enterprise") (including the heirs,
executors, administrators or estate of such person), will be indemnified by the
Company, in accordance with the Company's Restated Bylaws (the "Bylaws"), to the
fullest extent permitted from time to time by the Delaware General Corporation
Law (the "DGCL"), as the same exists or may hereafter be amended (but, if
permitted by applicable law, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment) or any other applicable laws as presently or hereafter in
effect. The Company may, by action of the Board, provide indemnification to
employees and agents of the Company, and to persons serving as employees or
agents of Another Enterprise, at the request of the Company, with the same scope
and effect as the foregoing indemnification of directors and officers. The
Company shall be required to indemnify any person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board or is a proceeding
to enforce such person's claim to indemnification pursuant to the rights granted
by the Certificate of Incorporation or otherwise by the Company. In addition,
pursuant to the Certificate of Incorporation, the Company has entered into
agreements with certain persons providing for indemnification greater or
different than that provided in the Certificate of Incorporation. See
"-- Indemnification Agreements."
 
     The Bylaws provide that each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit, or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative is or was a director or officer of the Company
or is or was serving at the request of the Company as a director or officer of
another corporation or of Another Enterprise, including service with respect to
employee benefit plans, whether the basis of such Proceeding is alleged action
in an official capacity as a director or officer or in any other capacity while
serving as a director or officer, will be indemnified and held harmless by the
Company to the fullest extent authorized by the DGCL as the same exists or may
in the future be amended (but, if permitted by applicable law, in the case of
any such amendment, only to the extent that such amendment permits the Company
to provide broader indemnification rights than said law permitted the Company to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, Employee Retirement Income
Security Act of 1974, as amended, excise taxes or penalties and amounts
 
                                      II-1
<PAGE>   24
 
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification will continue as to a person
who has ceased to be a director or officer and will inure to the benefit of his
or her heirs, executors and administrators; provided, however, except as
described in the second following paragraph with respect to Proceedings to
enforce rights to indemnification, the Company will indemnify any such person
seeking indemnification in connection with a Proceeding (or part thereof)
initiated by such person only if such Proceeding (or part thereof) was
authorized by the Board.
 
     Pursuant to the Bylaws, to obtain indemnification, a claimant is to submit
to the Company a written request for indemnification. Upon such written request
by a claimant, a determination, if required by applicable law, with respect to
the claimant's entitlement to indemnification will be made, (i) if requested by
the claimant, by independent legal counsel, or (ii) if the claimant does not so
request, by the Board (a) by a majority vote of the disinterested directors even
though less than a quorum, (b) if there are no disinterested directors or the
disinterested directors so direct, by independent legal counsel in a written
opinion to the Board, or (c) if the disinterested directors so direct, by the
stockholders of the Company. In the event the determination of entitlement to
indemnification is to be made by independent legal counsel at the request of the
claimant, the independent legal counsel will be selected by the Board unless
there shall have occurred within two years prior to the date of the commencement
of the action, suit or proceeding for which indemnification is claimed a "Change
in Control" (as defined in the Company's 1996 Stock Incentive Plan), in which
case the independent counsel shall be selected by the claimant unless the
claimant requests that such selection be made by the Board.
 
     Pursuant to the Bylaws, if a claim for indemnification is not paid in full
by the Company within 30 days after a written claim for indemnification has been
received by the Company, the claimant may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim and, if successful
in whole or in part, the claimant will be entitled to be paid also the expense
of prosecuting such claim. The Bylaws provide that it will be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any Proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the Company)
that the claimant has not met the standard of conduct which make it permissible
under the DGCL for the Company to indemnify the claimant for the amount claimed,
but the burden of proving such defense will be on the Company. Neither the
failure of the Company (including, without limitation, the disinterested
directors, independent legal counsel or stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standards in the DGCL, nor an actual determination by the Company
(including the disinterested directors, independent legal counsel or
stockholders) that the claimant has not met such applicable standard of conduct,
will be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct in the DGCL. However, the Company
will be bound by a determination pursuant to the procedures set forth in the
Bylaws that the claimant is entitled to indemnification in any judicial
proceeding commenced pursuant to the Bylaws.
 
     The Bylaws provide that the right to indemnification and the payment of
expenses incurred in defending a Proceeding in advance of its final disposition
conferred in the Bylaws will not be exclusive of any other right which any
person may have or may in the future acquire under any statute, provision of the
Certificate of Incorporation, the Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise. The Bylaws permit the Company to maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the Company or Another Enterprise against any expense, liability or
loss, whether or not the Company would have the power to indemnify such person
against such expense, liability or loss under the DGCL. The Company has obtained
directors' and officers' liability insurance providing coverage to its directors
and officers. In addition, the Bylaws authorize the Company, to the extent
authorized from time to time by the Board, to grant rights to indemnification
and rights to be paid by the Company for the expenses incurred in defending any
Proceeding in advance of its final disposition, to any employee or agent of the
Company to the fullest extent of the provisions of the Bylaws with respect to
the indemnification and advancement of expenses of directors and officers of the
Company.
 
     The Bylaws provide that the right to indemnification conferred therein is a
contract right and includes the right to be paid by the Company for the expenses
incurred in defending any Proceeding in advance of its final
                                      II-2
<PAGE>   25
 
disposition, except that if the DGCL requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
Proceeding, will be made only upon delivery to the Company of an undertaking by
or on behalf of such director or officer, to repay all amounts so advanced if it
is ultimately determined that such director or officer is not entitled to be
indemnified under the Bylaws or otherwise.
 
FIDUCIARY DUTIES
 
     The Certificate of Incorporation provides that a director of the Company
will not be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL,
which concerns unlawful payments of dividends, stock purchases or redemptions or
(iv) for any transaction from which the director derived an improper personal
benefit.
 
     While the Certificate of Incorporation provides directors with protection
from awards for monetary damages for breaches of their duty of care, it does not
eliminate such duty. Accordingly, the Certificate of Incorporation will have no
effect on the availability of equitable remedies such as an injunction or
rescission based on a director's breach of his or her duty of care.
 
INDEMNIFICATION AGREEMENTS
 
     The Company is party to indemnification agreements with each of its
directors and certain of its officers (each, an "Indemnification Agreement,"
and, collectively, the "Indemnification Agreements"). The Indemnification
Agreements, among other things, require the Company to indemnify the directors
and such officers to the fullest extent permitted by law, and to advance to the
directors all related expenses, subject to reimbursement if it is subsequently
determined that indemnification is not permitted. The Company must also
indemnify and advance all expenses incurred by directors seeking to enforce
their rights under the Indemnification Agreements, and cover directors and such
officers under the Company's directors' and officers' liability insurance.
Although the Indemnification Agreements will offer substantially the same scope
of coverage afforded by provisions in the Certificate of Incorporation and the
Bylaws, they provide greater assurance to directors and officers that
indemnification will be available, because, as contracts, they cannot be
modified unilaterally in the future by the Board or by the stockholders to
eliminate the rights provided, an action that is possible with respect to the
relevant provisions of the Bylaws, at least as to prospective elimination of
such rights.
 
     There has not been in the past and there is not presently pending any
litigation or proceeding involving a director, officer, employee or agent of the
Company in which indemnification would be required or permitted by the
Indemnification Agreements. In addition, the Board is not aware of any
threatened litigation or proceeding which may result in a claim for
indemnification under any Indemnification Agreement.
 
     The DGCL provides that a contract between a corporation and a director
thereof is not void or voidable solely because the interested director is
present at the meeting authorizing the contract if the material facts relating
to the contract are known to the board of directors and the board of directors
in good faith authorizes the contract by the affirmative vote of a majority of
the disinterested directors, or the material facts relating to the contract are
known to the stockholders and the stockholders in good faith authorize the
contract, or the contract is fair to the corporation at the time it is
authorized or approved.
 
STATE LAW PROVISIONS
 
     The Company is incorporated under the laws of the State of Delaware.
Section 145(a) of the DGCL provides that a Delaware corporation may indemnify
any person who was, is or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of such
                                      II-3
<PAGE>   26
 
corporation as a director, officer, employee or agent of Another Enterprise. The
indemnity may include expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
 
     Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was, is or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorney's fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit, provided such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification is permitted
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
court in which such action or suit was brought shall determine that despite the
adjudication of liability, such person is fairly and reasonably entitled to be
indemnified for such expenses which the court shall deem proper.
 
     Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections 145(a) and 145(b) or in the defense of
any claim, issue or matter therein, such person shall be indemnified against
expenses actually and reasonably incurred in connection therewith; that
indemnification provided for by Section 145 of the DGCL shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him or incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under such Section 145 of the DGCL.
 
UNDERWRITING AGREEMENTS
 
     The form of Underwriting Agreement filed as Exhibit 1.1 hereto provides for
the indemnification of the Company, its controlling persons, its directors and
certain of its officers by the underwriters of any offering pursuant to the
Registration Statement against certain liabilities, including liabilities under
the Securities Act.
 
ITEM 16.  EXHIBITS
 
     Set forth below is a list of the exhibits included as part of this
Registration Statement.
 
<TABLE>
<CAPTION>
  EXHIBIT
    NO.                              DESCRIPTION
  -------                            -----------
  <C>        <S>
    1.1      Form of Underwriting Agreement.
    3.1      Restated Certificate of Incorporation of the Company
             (incorporated by reference to Exhibit 3(a) to the Company's
             Form 10, dated July 30, 1996 (File No. 001-11733)).
    3.2      Restated Bylaws of the Company (incorporated by reference to
             Exhibit 3(b) to the Company's Annual Report on Form 10-K for
             the year ended January 3, 1998).
    4.1      Form of Indenture relating to the Debt Securities.
    4.2      Rights Agreement (incorporated by reference to Exhibit 4 to
             the Company's Form 10, dated July 30, 1996 (File No.
             001-11733)).
    5.1      Opinion of Fried, Frank, Harris, Shriver & Jacobson as to
             the validity of the securities being registered.
   12.1      Computation of Ratio of Earnings to Fixed Charges.
   23.1      Consent of Fried, Frank, Harris, Shriver & Jacobson
             (included in Exhibit 5.1).
</TABLE>
 
                                      II-4
<PAGE>   27
 
<TABLE>
<CAPTION>
  EXHIBIT
    NO.                              DESCRIPTION
  -------                            -----------
  <C>        <S>
   23.2      Consent of Deloitte & Touche LLP.
   24.1      Powers of Attorney (included on signature pages).
   25.1      Form T-1 Statement of Eligibility and Qualification under
             the Trust Indenture Act of Norwest Bank Arizona, N.A
</TABLE>
 
ITEM 17.  UNDERTAKINGS
 
     The undersigned registrant hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:
 
             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of this registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in this registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) under the Securities Act of
        1933 if, in the aggregate, the changes in volume and price represent no
        more than a 20% change in the maximum aggregate offering price set forth
        in the "Calculation of Registration Fee" table in the effective
        registration statement; and
 
             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in this registration statement
        or any material change to such information in this registration
        statement;
 
     provided, however, that the undertakings set forth in paragraphs (1)(i) and
     (ii) above do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in periodic
     reports filed by the registrant pursuant to Section 13 or Section 15(d) of
     the Securities Exchange Act of 1934 that are incorporated by reference in
     this registration statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the Securities offered
therein, and the offering of such Securities at that time shall be deemed to be
the initial bona fide offering thereof.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
 
                                      II-5
<PAGE>   28
 
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
 
                                      II-6
<PAGE>   29
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, The
Dial Corporation has certified that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Scottsdale and the State of Arizona, on March 4,
1998.
 
                                          THE DIAL CORPORATION
 
                                          By:      /s/ MALCOLM JOZOFF
                                            ------------------------------------
                                            Malcolm Jozoff
                                            Chairman of the Board, President
                                            and Chief Executive Officer
 
     KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose signatures
appear below, constitute and appoint Malcolm Jozoff and Susan J. Riley, and each
of them, as their true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for them and in their names, places, and
steads, in any and all capacities, to sign the Registration Statement on Form
S-3 to be filed in connection with the offering of debt securities of The Dial
Corporation and any and all amendments (including post-effective amendments) to
the Registration Statement, and any subsequent registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as they might or could do in person,
thereby ratifying and confirming all that said attorney-in-fact and agent, or
any of them, or their or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
 
<TABLE>
<CAPTION>
                SIGNATURE                                  TITLE                       DATE
                ---------                                  -----                       ----
<S>                                         <C>                                   <C>
 
            /s/ MALCOLM JOZOFF              Chairman of the Board, President and  March 4, 1998
------------------------------------------  Chief Executive Officer (Principal
              Malcolm Jozoff                Executive Officer)
 
            /s/ SUSAN J. RILEY              Senior Vice President -- Finance and  March 4, 1998
------------------------------------------  Chief Financial Officer (Principal
              Susan J. Riley                Financial Officer and Principal
                                            Accounting Officer)
 
           /s/ JOY A. AMUNDSON              Director                              March 4, 1998
------------------------------------------
             Joy A. Amundson
 
           /s/ HERBERT M. BAUM              Director                              March 4, 1998
------------------------------------------
             Herbert M. Baum
 
             /s/ JOE T. FORD                Director                              March 4, 1998
------------------------------------------
               Joe T. Ford
</TABLE>
 
                                      II-7
<PAGE>   30
 
<TABLE>
<CAPTION>
                SIGNATURE                                  TITLE                       DATE
                ---------                                  -----                       ----
<S>                                         <C>                                   <C>
          /s/ THOMAS L. GOSSAGE             Director                              March 4, 1998
------------------------------------------
            Thomas L. Gossage
 
           /s/ DONALD E. GUINN              Director                              March 4, 1998
------------------------------------------
             Donald E. Guinn
 
          /s/ MICHAEL T. RIORDAN            Director                              March 4, 1998
------------------------------------------
            Michael T. Riordan
 
          /s/ DENNIS C. STANFILL            Director                              March 4, 1998
------------------------------------------
            Dennis C. Stanfill
 
          /s/ BARBARA S. THOMAS             Director                              March 4, 1998
------------------------------------------
            Barbara S. Thomas
 
           /s/ A. THOMAS YOUNG              Director                              March 4, 1998
------------------------------------------
             A. Thomas Young
</TABLE>
 
                                      II-8
<PAGE>   31
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT
  NO.                              DESCRIPTION
-------                            -----------
<C>        <S>
  1.1      Form of Underwriting Agreement.
  3.1      Restated Certificate of Incorporation of the Company
           (incorporated by reference to Exhibit 3(a) to the Company's
           Form 10, dated July 30, 1996 (File No. 001-11733)).
  3.2      Restated Bylaws of the Company (incorporated by reference to
           Exhibit 3(b) to the Company's Annual Report on Form 10-K for
           the year ended January 3, 1998).
  4.1      Form of Indenture relating to the Debt Securities.
  4.2      Rights Agreement (incorporated by reference to Exhibit 4 to
           the Company's Form 10, dated July 30, 1996 (File No.
           001-11733)).
  5.1      Opinion of Fried, Frank, Harris, Shriver & Jacobson as to
           the validity of the securities being registered.
 12.1      Computation of Ratio of Earnings to Fixed Charges.
 23.1      Consent of Fried, Frank, Harris, Shriver & Jacobson
           (included in Exhibit 5.1).
 23.2      Consent of Deloitte & Touche LLP.
 24.1      Powers of Attorney (included on signature pages).
 25.1      Form T-1 Statement of Eligibility and Qualification under
           the Trust Indenture Act of Norwest Bank Arizona, N.A.
</TABLE>