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
OCTOBER 16, 2002
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Date of Report (date of earliest event reported)
OIL-DRI CORPORATION OF AMERICA
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Exact name of registrant as specified in its charter
DELAWARE
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(State or other jurisdiction of incorporation)
410 North Michigan Avenue
CHICAGO, ILLINOIS 60611
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(Address of principal (Zip Code)
executive offices)
312-321-1515
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(Registrant's telephone number)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On October 16, 2002 Blackman Kallick Bartelstein, LLP
was advised that it would not be engaged to audit Oil-Dri
Corporation of America's ("Oil-Dri") financial statements for its
fiscal year ending July 31, 2003 and that PricewaterhouseCoopers
LLC would be engaged as independent accountants to audit
Oil-Dri's financial statements.
The Independent Auditor's Report of Blackman Kallick
Bartelstein, LLP ("Blackman Kallick") for each of its fiscal
years ended July 31, 2001 and July 31, 2002 did not contain an
adverse opinion or a disclaimer of opinion, and was not qualified
or modified as to uncertainty, audit scope, or accounting
principles.
The decision to recommend to the Board that Oil-Dri's
accountants be changed was made by Oil-Dri's Audit Committee
based on its determination that PricewaterhouseCoopers, LLP would
provide Oil-Dri with greater expertise, depth of resources, and
experience in auditing public companies to meet today's, and
future, heightened legislative and regulatory requirements. The
recommendation was reported to the Board which discussed and
affirmed it.
During Oil-Dri's fiscal years ended July 31, 2001 and July
31, 2002, and the subsequent interim period preceding the
termination of Blackman Kallick, there were no disagreements with
Blackman Kallick (whether resolved to Blackman Kallick's
satisfaction or not so resolved) on any matter of accounting
principles or practices, financial statement disclosures, or
auditing scope or procedure which, if not resolved to Blackman
Kallick's satisfaction, would have caused it to make reference to
the subject matter of the disagreement in its report.
Blackman Kallick did not advise Oil-Dri during Oil-Dri's two
most recent fiscal years or in the subsequent interim period
through October 16, 2002:
(A) that internal controls necessary for Oil-Dri to develop
reliable financial statements did not exist;
(B) that information had come to its attention that had led it
to no longer be able to rely on management's
representations, or that had made it unwilling to be
associated with the financial statements prepared by
management;
(C) of the need to expand significantly the scope of its audit,
or that information had come to its attention during
the two most recent fiscal years or in the subsequent
interim period through the date of termination, that if
further investigated might (i) materially have impacted
the fairness or reliability of either: a previously
issued audit report or the underlying financial
statements, or the financial statements issued or to be
issued covering the fiscal period(s) subsequent to the
date of the most recent financial statements covered by
an audit report or (ii) have caused it to be unwilling
to rely on management's representations or be
associated with Oil-Dri's financial statements; or
(D) that information had come to its attention that it had
concluded materially impacts the fairness or
reliability of either (i) a previously issued audit
report or the underlying financial statements, or (ii)
the financial statements issued or to be
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issued covering the fiscal period(s) subsequent to the
date of the most recent financial statements covered by an
audit report.
As required, Oil-Dri has provided Blackman Kallick with a
copy of the foregoing disclosure and requested that it furnish
Oil-Dri with a letter addressed to the Commission stating whether
it agrees with the statement made by Oil-Dri and, if not, stating
the respects in which it disagrees. That letter is filed with
this report as an exhibit.
(b) On October 16, 2002, PricewaterhouseCoopers LLP was
engaged as the principal accountant to audit Oil-Dri's financial
statements for its fiscal year ending July 31, 2003. Prior to
that engagement Oil-Dri had not consulted with
PricewaterhouseCoopers during Oil-Dri's two most recent fiscal
years or in the period since the end of the most recent fiscal
year through October 16, 2002, on any matter regarding the
application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that
might be rendered on Oil-Dri's financial statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
1. Letter, dated October 17, 2002, from Blackman
Kallick to the Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Oil-Dri has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Oil-Dri Corporation of America
/S/ Daniel S. Jaffee
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Daniel S. Jaffee
President and Chief Executive Officer
October 18, 2002
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Date
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Exhibit Index
1. Letter, dated October 17, 2002, from Blackman Kallick
to the Commission.
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[Blackman Kallick Bartelstein LLP Logo]
Exhibit 1
October 17, 2002
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D. C. 20549
Dear Sirs/Madams:
We have read Item 4(a) of Oil-Dri Corporation of America's Form
8-K dated October 17, 2002, and have the following comments:
1. We agree with the statements made in paragraphs one, two and
four through six.
2. We have no basis on which to agree or disagree with the
statements made in paragraph three.
Sincerely,
/s/ Blackman Kallick Bartelstein LLP