UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported)
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October
14, 2010
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Oil-Dri
Corporation of America
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(Exact
name of registrant as specified in its
charter)
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Delaware
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001-12622
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36-2048898
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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410
North Michigan Avenue
Suite
400
Chicago,
Illinois
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60611-4213
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(312)
321-1515
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(Former
name or former address, if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry Into a Material Definitive Agreement.
At its regular meeting on October 14,
2010, the Board of Directors of Oil-Dri Corporation of America (the
“Registrant”) approved the Registrant’s execution and delivery of a fourth
amendment to the existing consulting agreement between the Registrant and
Richard M. Jaffee, Chairman of the Registrant’s Board of Directors. The
agreement, originally entered into in October 1989, had been previously amended
in October 1998, October 2000 and February 2006. (The Registrant has previously
filed the agreement and the three amendments with the Securities and Exchange
Commission.). As previously amended, the agreement expires January 31, 2011;
however, it renews automatically for additional one-year periods after that date
unless either party gives the other at least 90 days’ written notice of
termination prior to January 31, 2011 or any subsequent January 31 on which the
renewal term then in effect expires. Under the terms of the fourth amendment,
which is retroactive for all purposes to August 1, 2010, Mr. Jaffee will receive
consulting fees at the annual rate of $240,000, an increase from $185,000. All
other terms of the agreement, as previously amended, remain unchanged and in
full force and effect.
Following adjournment of the meeting,
the Registrant and Mr. Jaffee executed and delivered the fourth amendment. This
summary of the amendment is qualified in its entirety by reference to the
complete amendment, which is filed as Exhibit 10.1 hereto and which is
incorporated by this reference into this summary. In light of this fourth
amendment, Mr. Jaffee has determined to continue his practice of not receiving
any annual retainer or meeting fees for his service on the Registrant’s Board of
Directors.
Item
8.01 Other Events.
At its regular meeting on October 14,
2010, the Registrant’s Board of Directors also declared regular quarterly cash
dividends of $0.16 per share of the Registrant’s Common Stock and $0.12 per
share of the Registrant’s Class B Stock. The dividends will be payable on
December 3, 2010, to stockholders of record at the close of business on November
19, 2010. A copy of the Registrant’s press release announcing these matters is
attached as Exhibit 99.1 and the information contained therein is incorporated
herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Number
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Description of Exhibits
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| 10.1 | Fourth Amendment to Agreement, dated as of October 14, 2010, between Oil-Dri Corporation of America and Richard M. Jaffee | |
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99.1
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Press
Release dated October 14,
2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| OIL-DRI CORPORATION OF AMERICA | |||
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By:
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/s/ Charles P. Brissman | |
| Charles P. Brissman | |||
| Vice President and General Counsel | |||
Date: October
14, 2010
Exhibit
Index
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Exhibit
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Number
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Description of Exhibits
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| 10.1 | Fourth Amendment to Agreement, dated as of October 14, 2010, between Oil-Dri Corporation of America and Richard M. Jaffee | |
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99.1
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Press
Release dated October 14,
2010
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Exhibit
10.1
FOURTH AMENDMENT TO
AGREEMENT
THIS
FOURTH AMENDMENT TO AGREEMENT (this “Amendment”) to the Agreement dated as of
August 1, 1989, as subsequently amended by the First Amendment dated October 9,
1998, the Second Amendment dated October 31, 2000 and the Third Amendment dated
January 31, 2006 (as so amended, the “Agreement”), is made as of the 14th day of
October, 2010 (but subject to Section 3 below), by and between Oil-Dri
Corporation of America, a Delaware corporation (“Oil-Dri”) and Richard M. Jaffee
(“Jaffee”).
WHEREAS, the parties hereto are the
parties to the Agreement; and
WHEREAS, the parties hereto desire to
amend the Agreement in the manner hereinafter set forth;
NOW, THEREFORE, in further
consideration for Jaffee’s continued services and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree to the following:
1. Incorporation of the
Agreement. All capitalized terms which are not defined
hereunder shall have the same meanings as set forth in the Agreement, and the
Agreement, to the extent not inconsistent with this Amendment, is incorporated
herein by this reference as though the same were set forth in its
entirety. To the extent any terms and provisions of the Agreement are
inconsistent with the terms and provisions set forth below, such terms and
provisions shall be deemed superseded hereby. Except as specifically
set forth herein, the Agreement shall remain in full force and effect and its
provisions shall be binding on the parties hereto.
2. Amendment to the
Agreement. The first sentence of the second paragraph of
Section 5(a) of the Agreement is hereby amended to read in its entirety as
follows:
During
the Consulting Period, Oil-Dri shall pay Jaffee consulting fees at the annual
rate of $240,000, payable bi-monthly.
3. Condition to
Effectiveness. This Amendment will become effective only upon
approval by Oil-Dri’s Board of Directors, but once approved will be retroactive
for all purposes to August 1, 2010.
IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the date first written above.
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OIL-DRI
CORPORATION OF AMERICA
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RICHARD
M. JAFFEE
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By:
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/s/ Daniel S. Jaffee
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/s/ Richard M. Jaffee
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Name:
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Daniel
S. Jaffee
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Its:
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President
and Chief Executive Officer
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Exhibit 99.1
News
Release
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Release: Immediate
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Contact:
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Ronda
J. Williams
312-706-3232
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Oil-Dri
Board of Directors Declares Dividends
CHICAGO
– October 14, 2010 – The Board of Directors of Oil-Dri Corporation of
America (NYSE: ODC) today declared quarterly cash dividends of $0.16 per
share of the Company’s Common Stock and $0.12 per share of the Company’s
Class B Stock.
The
dividends will be payable on December 3, 2010, to stockholders of record
at the close of business on November 19, 2010. The Company has
paid cash dividends continuously since 1974.
###
Oil-Dri
Corporation of America is a leading supplier of specialty sorbent products
for industrial, automotive, agricultural, horticultural and specialty
markets and the world’s largest manufacturer of cat litter.
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