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
| Date of Report (Date of earliest event reported) | October 28, 2013 |
| Oil-Dri Corporation of America |
|
(Exact name of registrant as specified in its charter) |
| Delaware | 001-12622 | 36-2048898 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 410 North Michigan Avenue | |
| Suite 400 | |
| Chicago, Illinois | 60611-4213 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (312) 321-1515 |
| (Former name or former address, if changed since last report.) |
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):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 8.01 | Other Events. |
On Monday, October 28, 2013, the United States Bankruptcy Court for the District of Delaware approved the sale of certain assets of MFM Industries, Inc. to the Registrant. The Registrant plans to finalize the acquisition of the MFM assets that it will acquire by November 1, 2013. A copy of the Registrant’s press release announcing this matter is attached as Exhibit 99.1 and the information contained therein is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibit |
| Exhibit | ||
| Number | Description of Exhibits | |
| 99.1 | Press Release dated October 28, 2013 |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OIL-DRI CORPORATION OF AMERICA | ||
| By: | /s/ Douglas A. Graham | |
| Douglas A. Graham | ||
| Vice President and General Counsel | ||
Date: October 29, 2013
Exhibit Index
| Exhibit | ||
| Number | Description of Exhibits | |
| 99.1 | Press Release dated October 28, 2013 |
410 N. Michigan Ave. Chicago, Illinois 60611, U.S.A
News Announcement
For Immediate Release
Exhibit 99.1
Oil-Dri Purchases Clay Cat Litter Business Assets From MFM Industries, Inc.
CHICAGO—(October 28, 2013)— Oil-Dri Corporation of America (NYSE: ODC) today announced that the United States Bankruptcy Court for the District of Delaware approved the sale of the customer list, mining and manufacturing equipment, packaging materials, inventory, intellectual property, and certain other clay cat litter business assets of MFM Industries, Inc. (“MFM”) to Oil-Dri. The Company is not acquiring the land or mineral rights from MFM. The acquisition of assets will be finalized by November 1, 2013 and the Company plans to transition MFM customers' orders to Oil-Dri cat litter manufacturing plants with available capacity and similar cat litter products.
MFM, a company engaged in the manufacturing, marketing and distribution of scoopable and coarse cat litter, filed for bankruptcy in May of 2013. In addition to its private label business, MFM produced branded cat litter marketed under the following brand names: Double Fresh, Cedar Fresh, Litter Guard, Mighty Cat, Kitty White and Super Scented.
President and Chief Executive Officer Daniel S. Jaffee said, “The purchase of MFM’s cat litter business assets was a strategic business decision and we expect it to be accretive to our earnings this fiscal year. We are not going to operate the plant in Florida. We will use our network of operations to service MFM's existing customers with our high quality products and more favorable geographic locations. We plan to consider those who are currently working at the Florida plant and are willing to relocate for job opportunities.
We look forward to serving our new customers and will work diligently to ease the transition for all parties involved.”
###
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.
Reagan Culbertson
Investor Relations Manager
reagan.culbertson@oildri.com
(312) 706 3256