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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February
10, 2011
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b) Oil-Dri
Corporation of America (the “Registrant”), announced on February 10, 2011 that
Jeffrey M. Libert, and Daniel T. Smith, have been appointed to Chief
Financial Officer and Chief Accounting Officer, respectively, effective
immediately. Andrew N. Peterson ceased to serve as Vice President and
Chief Financial Officer of the Registrant effective February 10,
2011. Mr. Libert who is 44 years old is currently the Registrant’s
Vice President, Finance and Treasurer, a position he has held for more than five
years and is one of the Registrant’s named executive officers. Mr.
Smith who is 51 years old is currently the Registrant’s Vice President and
Controller, a position he has held for more than five years.
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Exhibit
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Number
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Description of Exhibits
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99.1
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Press
Release dated February 11,
2011.
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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.
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OIL-DRI
CORPORATION OF AMERICA
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By:
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/s/ Douglas A.
Graham
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Douglas
A. Graham
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General
Counsel
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Date: February
14, 2011
Exhibit
Index
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Exhibit
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Number
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Description of Exhibits
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99.1
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Press
Release dated February 11,
2011
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 |
Exhibit
99.1
News
Release
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Release:
Immediate
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Contact:
Ronda J. Williams
312-706-3232
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Oil-Dri
Announces the Promotions of Jeff Libert to Chief Financial Officer
and
Dan
Smith to Chief Accounting Officer
CHICAGO
– (February 11, 2011) – Oil-Dri Corporation of America (NYSE: ODC) today
announced that Jeff Libert, Vice President of Finance has been promoted to
Chief Financial Officer and Dan Smith, Vice President and Controller, has
been promoted to Chief Accounting Officer.
“I
am pleased to promote Jeff Libert to the position of Chief Financial
Officer,” said Dan Jaffee, President and CEO. “As Vice President of
Finance, Jeff has been an integral part of our Company’s growth strategy
and expansion by providing financial guidance on emerging market
opportunities and new product development. We are fortunate to have this
Oil-Dri veteran with us and are confident in his ability to lead our
financial team.”
Libert
holds a master’s degree in business administration (MBA) from Northwestern
University and a bachelor’s degree in accounting from the University of
Illinois. He received his CPA from the State of Illinois.
“Dan
Smith has been with us for ten years and is a great asset to our executive
team,” continued Jaffee. “As Vice President and Controller, Dan has
effectively managed our internal controls by developing a solid team of
accounting experts focused on cost controls and financial reporting. Dan
will continue to work closely with the Audit Committee and Board of
Directors in his new capacity.”
Smith
holds a master’s degree in business administration (MBA) from Southern
Methodist University and a bachelor’s degree in business administration
from the University of Iowa. He received his CPA from the State of
Iowa.
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“I
congratulate Jeff and Dan on their promotions and am confident that they will
ensure our financial reporting controls are upheld to the highest standards,”
said Jaffee.
Libert
and Smith will report directly to Dan Jaffee serving in their new capacities.
They previously reported to Andrew Peterson who is no longer with the
Company.
“The
Board of Directors and I want to thank Andy for his more than six years of
service to the Company as Chief Financial Officer. We appreciate his
contribution of financial expertise and organizational experience as exemplified
by the strong team he has left in his place. We wish him well in all his future
endeavors,” said Jaffee.
Oil-Dri
Corporation of America is a leading supplier of specialty sorbent products for
agricultural, horticultural, fluids purification, specialty markets, industrial
and automotive, and is the world’s largest manufacturer of cat
litter.
Certain
statements in this press release may contain forward-looking statements that are
based on our current expectations, estimates, forecasts and projections about
our future performance, our business, our beliefs, and our management’s
assumptions. In addition, we, or others on our behalf, may make forward-looking
statements in other press releases or written statements, or in our
communications and discussions with investors and analysts in the normal course
of business through meetings, webcasts, phone calls, and conference calls. Words
such as “expect,” “outlook,” “forecast,” “would”, “could,” “should,” “project,”
“intend,” “plan,” “continue,” “believe,” “seek,” “estimate,” “anticipate,”
“believe”, “may,” “assume,” variations of such words and similar expressions are
intended to identify such forward-looking statements, which are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995.
Such
statements are subject to certain risks, uncertainties and assumptions that
could cause actual results to differ materially including, but not limited to,
the dependence of our future growth and financial performance on successful new
product introductions, intense competition in our markets, volatility of our
quarterly results, risks associated with acquisitions, our dependence on a
limited number of customers for a large portion of our net sales and other
risks, uncertainties and assumptions that are described in Item 1A (Risk
Factors) of our most recent Annual Report on Form 10-K and other reports we file
with the Securities and Exchange Commission. Should one or more of these
or other risks or uncertainties materialize, or should underlying assumptions
prove incorrect, our actual results may vary materially from those anticipated,
intended, expected, believed, estimated, projected or planned. You
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this press release. Except to the
extent required by law, we do not have any intention or obligation to update
publicly any forward-looking statements after the distribution of this press
release, whether as a result of new information, future events, changes in
assumptions, or otherwise.