SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-12
OIL-DRI CORPORATION OF AMERICA
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
OIL-DRI CORPORATION OF AMERICA
- -----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- -----------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -----------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
- -----------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -----------------------------------------------------------------------------
(5) Total fee paid:
- -----------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- -----------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- -----------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- -----------------------------------------------------------------------------
(3) Filing party:
- -----------------------------------------------------------------------------
(4) Date filed:
- -----------------------------------------------------------------------------
November 1, 2002
Dear Stockholder:
You are cordially invited to attend Oil-Dri Corporation of America's
Annual Meeting of Stockholders, which will be held at 10:00 a.m. on December 3,
2002, at the Standard Club, 320 South Plymouth Court, Chicago, Illinois.
The matters expected to be acted on in the meeting are described in the
attached Proxy Statement. A slate of nine directors is being recommended for
re-election. Their biographies appear in the Proxy Statement. Included with the
Proxy Statement is a copy of the Company's Annual Report on Form 10-K for fiscal
year 2002. We encourage you to read the Form 10-K. It includes information on
the Company's operations, markets, products and services, as well as the
Company's audited financial statements.
In addition to the formal portion of the meeting, we will take time to
review the results of the past year and look at some of the opportunities for
the Company which lie ahead.
We look forward to seeing you at the Annual Meeting. Whether or not you
plan to attend, you can be sure your shares are represented at the meeting by
promptly voting and submitting your proxy card in the enclosed envelope provided
for this purpose.
Sincerely,
/s/ DANIEL S. JAFFEE
DANIEL S. JAFFEE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
OIL-DRI CORPORATION OF AMERICA
------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 3, 2002
To the Stockholders of
Oil-Dri Corporation of America
Notice is hereby given that the 2002 Annual Meeting of Stockholders of
Oil-Dri Corporation of America, a Delaware corporation, (the "Company") will be
held at the Standard Club, located at 320 South Plymouth Court, Chicago,
Illinois, on December 3, 2002 at 10:00 a.m., local time, for the purpose of
considering and voting on:
1. The election of nine Directors;
2. Such other business as may properly come before this meeting.
The stock transfer books of the Company will remain open. The Board of
Directors has determined that only holders of record of outstanding shares of
Common Stock and Class B Stock at the close of business on October 25, 2002, are
entitled to notice of, and to vote at, the annual meeting or any adjournment
thereof. All stockholders, whether or not they now expect to be present at the
meeting, are requested to date, sign, and return the enclosed proxy, which
requires no postage if mailed in the United States.
Your attention is directed to the following pages for further information
relating to the meeting.
By Order of the Board of Directors
/s/ HEIDI M. JAFFEE
HEIDI M. JAFFEE
ASSISTANT SECRETARY
Chicago, Illinois
November 1, 2002
OIL-DRI CORPORATION OF AMERICA
410 NORTH MICHIGAN AVENUE
SUITE 400
CHICAGO, ILLINOIS 60611
------------
PROXY STATEMENT
------------
GENERAL
This Proxy Statement and the accompanying proxy are being mailed on or
about November 1, 2002, to all holders of record of outstanding shares of Common
Stock and Class B Stock at the close of business on October 25, 2002. Proxies
are being solicited on behalf of the Board of Directors for use at the 2002
Annual Meeting of Stockholders, notice of which accompanies this Proxy
Statement. Any stockholder giving a proxy has the power to revoke it at any time
prior to the exercise thereof by executing a subsequent proxy, by notifying the
Secretary of the Company of such revocation in writing (such notification to be
directed to him at the Company's offices at 410 North Michigan Avenue, Suite
400, Chicago, Illinois 60611), or by attending the annual meeting and voting in
person. IF NO CONTRARY INSTRUCTION IS INDICATED IN THE PROXY, EACH PROXY WILL BE
VOTED "FOR" THE ELECTION OF THE NINE NOMINEES NAMED BELOW TO THE BOARD OF
DIRECTORS. See "1. ELECTION OF DIRECTORS".
The Company will pay the costs of this solicitation of proxies for the
annual meeting. In addition to using the mails, officers and certain other
regular employees of the Company may solicit proxies in person or by telephone,
electronic mail, or facsimile. The Company may reimburse brokers and others who
are record holders of Common Stock and Class B Stock for their reasonable
expenses incurred in obtaining voting instructions from the beneficial owners of
such stock.
VOTING
The record date for the determination of stockholders entitled to vote at
the meeting is October 25, 2002, at the close of business. Holders as of the
record date of outstanding shares of Common Stock and Class B Stock are entitled
to vote at the meeting. Holders of Common Stock are entitled to one vote per
share and holders of Class B Stock to ten votes per share (on a non-cumulative
basis for each director to be elected when voting for the election of directors)
and vote together without regard to class (except that any amendment to the
Company's Certificate of Incorporation changing the number of authorized shares
or adversely affecting the rights of Common Stock or Class B Stock requires the
separate approval of the class so affected as well as the approval of both
classes voting together). Holders of Class B Stock are entitled to convert any
and all of such stock into Common Stock on a share-for-share basis at any time
and are subject to mandatory conversion under certain circumstances. As of the
record date, 4,195,547 shares of Common Stock and 1,422,842 shares of Class B
Stock were outstanding.
ELECTION OF DIRECTORS
The election of directors requires a plurality of votes cast. Accordingly,
only proxies and ballots marked for all nominees listed (including executed
proxies not marked with respect to election of directors, which will be voted
for all listed nominees), or voting for some, but not all nominees, by
specifying that votes be withheld for one or more designated nominees, are
counted to determine the total number of votes cast for the various nominees,
with the nine nominees receiving the largest number of votes being elected.
Abstentions and broker non-votes have no effect on the outcome of the election
of directors.
2
PRINCIPAL STOCKHOLDERS
The following table sets forth information, as of September 30, 2002,
except as noted below, regarding beneficial ownership of the Company's Common
Stock and Class B Stock by each person or group known to the Company to hold
more than five percent of either class. See "Security Ownership of Management"
for information on beneficial ownership of the Company's Common Stock and Class
B Stock by the Company's executive officers and directors as a group.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1)
---------------------------------------------------
PERCENTAGE OF
NUMBER OF SHARES AGGREGATE
OF COMMON PERCENTAGE VOTING POWER OF
STOCK AND OF COMMON STOCK
NAME AND ADDRESS OF CLASS B OUTSTANDING AND CLASS
BENEFICIAL OWNER STOCK OF CLASS B STOCK
------------------- ---------------- ----------- ---------------
Richard M. Jaffee(7)(13).........Common Stock: -- -- --
410 N. Michigan Ave. Class B Stock: 315,484 (2)(3)(6) 21.75% 16.88%
Chicago, IL 60611
Daniel S. Jaffee(7)..............Common Stock: 48,066 (4) 1.14% --
410 N. Michigan Ave. Class B Stock: 187,443 (5)(6) 11.96% 9.42%
Chicago, IL 60611
Jaffee Investment ...............Common Stock: -- -- --
Partnership, L.P.(13) Class B Stock: 1,000,000 (3) 70.28% 54.29%
410 N. Michigan Ave.
Chicago, IL 60611
Heartland Advisors, Inc. ........Common Stock: 873,600 (8) 20.85% 4.10%
789 North Water Street. Class B Stock: -- -- --
Milwaukee, WI 53202
T. Rowe Price Assoc., Inc........Common Stock: 476,200 (9) 11.36% 2.58%
100 East Pratt Class B Stock: -- -- --
Baltimore, MD 21202
Tweedy, Brown Co. LLC............Common Stock: 385,460 (10) 9.20% 2.09%
350 Park Avenue Class B Stock: -- -- --
New York, NY 10022
Dimensional Fund Advisors, Inc...Common Stock: 350,800 (11) 8.37% 1.90%
1299 Ocean Avenue Class B Stock: -- -- --
Santa Monica, CA 90401
Gabelli Asset Management, Inc....Common Stock: 627,300 (12) 14.97% 3.41%
One Corporate Center Class B Stock: -- -- --
Rye, NY 10580
(1) Beneficial ownership is defined in applicable Securities and Exchange
Commission rules as sole or shared power to vote or to direct the
disposition of a security. All beneficial ownership is with sole voting
power and sole investment power except as described in the Notes below.
(2) Includes 199,142 shares held in a revocable trust of which Richard M.
Jaffee is the grantor and, during his lifetime, the trustee and sole
beneficiary and 88,742 shares held in a revocable trust of which Richard
M. Jaffee's spouse is the grantor and during her lifetime the trustee and
sole beneficiary, and 100 shares held in joint tenancy with his spouse.
Also includes 27,500 shares of Class B Stock, which Mr. Jaffee has the
right to acquire within 60 days of September 30, 2002, pursuant to stock
options.
3
(3) The Jaffee Investment Partnership L.P. is managed by its general
partners, generally acting by a majority vote. Two of the general
partners, Richard M. Jaffee and Shirley H. Jaffee, each have eight
votes. Each of the remaining four general partners, Daniel S. Jaffee,
Karen Jaffee Cofsky, Susan Jaffee Hardin and Nancy E. Jaffee, all
children of Richard M. and Shirley H. Jaffee, have one vote. Mr. Richard
M. Jaffee, as the managing general partner, might be deemed to have, but
disclaims, beneficial ownership of the Partnership's shares, which are
not reflected in his share ownership shown in the table.
(4) Includes 666 shares of Common Stock owned by Daniel S. Jaffee's spouse and
37,500 and 5,000 shares of Common Stock which Daniel S. Jaffee and his
spouse, respectively, have the right to acquire within 60 days of
September 30, 2002, pursuant to stock options.
(5) Includes 6,075 shares of Class B Stock held by Daniel S. Jaffee as trustee
of the Richard M. Jaffee 1993 Annuity Trust, 6,089 shares of Class B Stock
held by Daniel S. Jaffee as trustee of the Shirley Jaffee 1993 Annuity
Trust, 2 shares owned by Daniel S. Jaffee's spouse, and 4,500 Class B
shares owned by Daniel S. Jaffee as trustee for his children. Also
includes 140,625 and 3,186 shares of Class B Stock, which Daniel S. Jaffee
and his spouse, respectively, have the right to acquire within 60 days of
September 30, 2002, pursuant to stock options.
(6) Does not include shares owned by the Jaffee Investment Partnership, L.P.
(7) Daniel S. Jaffee is Richard M. Jaffee's son.
(8) Heartland Advisors, Inc. held sole dispositive power over 873,600 shares
of Common Stock and sole voting power over 305,000 shares of Common Stock.
Of these 873,600 shares, 450,000 shares also may be deemed beneficially
owned by William J. Nasgovitz, as a result of his position as an officer
and director of Heartland Group, Inc., which could be deemed to confer
upon him voting power over the shares Heartland Group beneficially owns.
Information is as provided by the holder in its Schedule 13G filed with
the Securities and Exchange Commission as of December 31, 2001.
(9) T. Rowe Price Associates, Inc. ("Price Associates"), held sole dispositive
power over 476,200 shares of Common Stock and sole voting power over
475,000 shares of Common Stock. These securities are owned by various
individuals and institutional investors, including T. Rowe Price Small Cap
Value Fund, for which Price Associates serves as investment adviser with
power to direct investments and/or sole power to vote the securities. For
purposes of the reporting requirements of the Securities Exchange Act of
1934 Price Associates is deemed to be a beneficial owner of such
securities; however, Price Associates expressly disclaims that it is, in
fact, the beneficial owner of such securities. Information is as provided
by the holder in its Schedule 13G filed with the Securities and Exchange
Commission as of December 31, 2001.
(10) Tweedy, Brown Co. LLC held sole dispositive power over 385,460 shares of
Common Stock and sole voting power over 384,900 shares of Common Stock.
Information is as provided by the holder in its Schedule 13G filed with
the Securities and Exchange Commission as of December 31, 2001.
(11) Information is as provided by the holder in its Schedule 13G filed with
the Securities and Exchange Commission as of December 31, 2001.
(12) Information is as provided by the holder in its Schedule 13D filed with
the Securities and Exchange Commission as of April 15, 2002.
(13) By virtue of their direct and indirect ownership of shares of the
Company's stock, Richard M. Jaffee and the Jaffee Investment
Partnership, L.P. may be deemed to be control persons of the Company
under the federal securities laws.
4
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the number of shares of Common Stock and Class B
Stock of the Company beneficially owned as of September 30, 2002, by the
directors, by the executive officers named in the Summary Compensation Table
("Named Officers") and by the directors and executive officers as a group.
NUMBER OF SHARES NUMBER OF SHARES
NAME OF BENEFICIAL OWNER(1) OF COMMON STOCK(2) OF CLASS B STOCK(2)
- --------------------------- ------------------ -------------------
Richard M. Jaffee(12)........... (3) (3)
Daniel S. Jaffee................ (3) (3)
J. Steven Cole.................. 32,240 (4)(8) --
Paul J. Miller.................. 29,904 (5)(8) --
Allan H. Selig.................. 29,000 (8) --
Joseph C. Miller................ 27,000 (7) (8) --
Ronald B. Gordon................ 38,200 (8) --
Arnold W. Donald................ 25,000 (8) --
Thomas D. Kuczmarski............ 26,900 (6)(8) --
Thomas F. Cofsky(12)............ 12,969 (9) 72,727 (10)(11)
Eugene W. Kiesel................ 37,613 (13) --
Robert L. Vetere................ 9,409 (14) --
Wade R. Bradley................. 23,506 (15) --
All Executive Officers and
Directors as a group
(16 in group)................ 402,343 (16) 611,807 (11)(17)
(1) Beneficial ownership is defined in applicable Securities and Exchange
Commission rules as sole or shared power to vote or to direct the
disposition of a security. All beneficial ownership is with sole voting
power and sole investment power except as described in the Notes below.
(2) Except for Richard M. Jaffee, Daniel S. Jaffee, Thomas F. Cofsky and
Richard V. Hardin, an unnamed executive officer, none of the directors,
nominees for election to the Board of Directors, or executive officers,
including the Named Officers, own any shares of Class B stock. The number
of shares of Common Stock owned beneficially by each of the directors and
Named Officers constitutes less than 1.0% of the number of outstanding
shares of Common Stock and represents shares having less than 1.0% of the
aggregate voting power of the Common Stock and Class B Stock.
(3) For information regarding the shares owned by Richard M. Jaffee and Daniel
S. Jaffee, see the table under the heading "Principal Stockholders" and
the Notes thereto.
(4) Includes 967 shares of Common Stock owned by Mr. Cole's spouse.
(5) Includes 888 shares of Common Stock owned by Mr. Paul Miller's spouse.
(6) Includes 100 shares of Common Stock held by Mr. Kuczmarski as trustee
for his child.
(7) Includes 2,000 shares of Common Stock held by Mr. Joseph Miller as
trustee for the benefit of his spouse.
(8) Includes 25,000 shares of Common Stock which this director has the right
to acquire within 60 days of September 30, 2002, pursuant to stock
options.
(9) Includes 59 shares of Common Stock owned by Mr. Cofsky's spouse, 7,500
shares of Common Stock which Mr. Cofsky has the right to acquire within 60
days of September 30, 2002, pursuant to stock options and 5,000 shares of
Common Stock which Mr. Cofsky's spouse has the right to acquire within 60
days of September 30, 2002, pursuant to stock options.
5
(10) Includes 22,366 shares of Class B Stock owned by Mr. Cofsky's spouse,
7,500 shares of Class B Stock owned by his spouse as trustee for their
children, 37,499 shares of Class B Stock which Mr. Cofsky has the right to
acquire within 60 days of September 30, 2002, pursuant to stock options
and 5,061 shares of Class B Stock which his spouse has the right to
acquire within 60 days of September 30, 2002, pursuant to stock options.
Thomas F. Cofsky has beneficial ownership of 4.96% of Class B Shares which
represents 3.86% of the aggregate voting power of Common Stock and Class B
Stock.
(11) Does not include shares owned by the Jaffee Investment Partnership, L.P.
For information regarding the shares held by the partnership see the table
under the heading "Principal Stockholders" and the Notes thereto.
(12) Mr. Cofsky and Richard V. Hardin (an unnamed executive officer) are
sons-in-law of Richard M. Jaffee.
(13) Includes 36,250 shares of Common Stock which Mr. Kiesel has the right to
acquire within 60 days of September 30, 2002.
(14) Includes 9,750 shares of Common Stock which Mr. Vetere has the right to
acquire within 60 days of September 30, 2002, pursuant to stock
options. Mr. Vetere resigned from the Company October 1, 2002.
(15) Includes 23,500 shares of Common Stock which Mr. Bradley has the right to
acquire within 60 days of September 30, 2002, pursuant to stock options.
(16) Includes 325,375 shares of Common Stock which constitute all such shares
that the executive officers and directors of the Company have the right to
acquire within 60 days of September 30, 2002, pursuant to stock options
(including the shares of Common Stock which may be acquired as described
in Notes above and in the Notes under the heading "Principal
Stockholders").
(17) Includes 219,962 shares of Class B Stock which constitute all such shares
that the executive officers and directors of the Company have the right to
acquire within 60 days of September 30, 2002, pursuant to stock options
(including the shares of Class B Stock which may be acquired as described
in Notes above and in the Notes under the heading "Principal
Stockholders").
INFORMATION CONCERNING THE BOARD OF DIRECTORS
During the fiscal year ended July 31, 2002, four meetings of the Board of
Directors were held. Each director attended at least 75% of the meetings of the
Board and of any Board Committee on which he sits.
The Company has an Audit Committee presently composed of three persons,
Messrs. J. Steven Cole, Allan H. Sellig and Ronald B. Gordon, who the Board of
Directors has determined meet the present independence and experience
requirements of the New York Stock Exchange. The Audit Committee has the duties
and responsibilities set out in the Audit Committee Charter. Those include:
appointment of the independent public accountants, review of their independence
and of other services provided by them, and of the fees and other arrangements
regarding their services; review with the independent accountants and management
of the scope of the audit, and of significant financial reporting issues and
judgments; review with the independent public accountants and management of the
annual audited financial statements and of the quarterly financial statements
and press releases; review with the independent public accountants and
management of the quality and adequacy of internal controls; and preparation of
the report required by the rules of the Securities and Exchange Commission to be
included in this proxy statement. The Audit Committee held four meetings during
the fiscal year ended July 31, 2002.
See REPORT OF AUDIT COMMITTEE for the Committee's and the Board's approval
of the Audit Committee Charter attached as Exhibit A.
The Company has a Compensation Committee and a Stock Option Committee,
each presently composed of three persons who are outside directors, Messrs. J.
Steven Cole, Allan H. Selig, and Ronald B. Gordon. Mr. Paul Miller, a director
and a partner of Sonnenschein Nath & Rosenthal, counsel to the Company, is an
alternate member of the Compensation and Stock Option Committees. Mr. Miller
does not participate in Stock Option Committee actions involving employees
subject to Section 16(b) of the Securities Exchange Act of 1934. The
Compensation Committee is responsible for reviewing the compensation, including
benefits, of the Chief Executive Officer and other executive officers of the
Company. The Stock
6
Option Committee is responsible for reviewing the Company's stock option plans
and granting stock options to employees, including grants to the executive
officers of the Company. The Compensation Committee and the Stock Option
Committee generally meet jointly. The Compensation Committee and the Stock
Option Committee held three joint meetings during the fiscal year ended July
31, 2002.
The Company does not have a nominating committee.
7
1. ELECTION OF DIRECTORS
The shares represented by each proxy will be voted, if no contrary
instruction is indicated in the proxy, to elect as directors the nine nominees
named below to hold office until the next Annual Meeting of Stockholders and
until their successors have been elected and qualify. Each nominee is currently
a director of the Company. If any nominee should be unable or unwilling to
serve, which is not now contemplated, the proxy holders may, but will not be
bound to, vote for a substitute nominee.
NOMINEES FOR DIRECTORS
Richard M. Jaffee Age 66 Director since 1958
CHAIRMAN OF THE BOARD OF THE COMPANY
[PHOTO]
Mr. Jaffee received a degree from the University of
Wisconsin School of Business in 1957 and earned his CPA
certificate in that same year. He worked briefly for the
public accounting firm of Touche Niven et. al. After
service as an officer in the U.S. Army, he joined the
Company in 1958, becoming its president in 1960, a
position he held until 1995. He served as Chief Executive
Officer of the Company from 1962 until 1997. Mr. Jaffee
retired as an employee of the Company in 2001. He has
served as Chairman of the Board of the Company since
1962. Mr. Jaffee is a director of Harris Bancorp, Inc.
and Bankmont Financial, subsidiaries of the Bank of
Montreal, and of Gold Eagle Corporation. He is a trustee
and a member of the executive committee of
Rush-Presbyterian-St. Luke's Medical Center and the
Illinois Institute of Technology. In addition he is a
trustee of the Chicago Museum of Science and Industry and
the Chicago Historical Society. Mr. Jaffee received an
honorary Doctor of Human Letters degree from the Illinois
Institute of Technology in 2001.
Daniel S. Jaffee Age 38 Director since 1992
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY
[PHOTO]
Mr. Jaffee graduated from Georgetown University in 1986.
Mr. Jaffee joined the Company in 1987 after a year with
Price Waterhouse. He was a product manager in the
Industrial and Agricultural divisions of the Company
until 1989. Mr. Jaffee was Group Vice President of
Canadian Operations, Management Information Systems and
Finance of the Company in 1990. In 1990 he also became
Chief Financial Officer of the Company, a position he
held until 1995. From 1990 to 1992, Mr. Jaffee was Group
Vice President, Domestic and Canadian Operations of the
Company. From 1992 to 1994, Mr. Jaffee was Group Vice
President Canadian Operations and Consumer
Products-Grocery of the Company. From 1994 until 1995 he
was Group Vice President, Consumer Products of the
Company. Mr. Jaffee became President of the Company in
1995 and Chief Executive Officer in 1997. He was Chief
Operating Officer from 1995 to 1997. Mr. Jaffee's civic
activities include the Lawndale Community Church's track
club, the Chicago Foundation for Education, and the
Anti-Cruelty Society of Chicago.
8
J. Steven Cole Age 68 Director since 1981
PRESIDENT, COLE AND ASSOCIATES
[PHOTO]
Mr. Cole graduated from the University of Wisconsin in
1957. After serving as an officer in the United States
Army, he received a master's degree from the American
Graduate School for International Business following
graduate studies at the University of Michigan. He began
his career at Abbott Laboratories in 1962. Later, he joined
G.D. Searle and Company, where he became Vice President of
the Asian and Canadian Divisions, a position he held until
1986. In 1986, Mr. Cole joined A.H. Robins Company, where
he was a senior vice president responsible for all
international operations until 1990. In 1990, he became
president of Cole and Associates, an international
consulting firm. In 1990 Mr. Cole also joined SAV-A-LIFE
Systems, Inc., a firm selling specialty products to the
dental and medical professions, where he served as
President until 1994 and then Chairman of the Board until
2000. Mr. Cole is also a director of Chapman's Partners,
WPC Brands and Aculux, Inc.
Arnold W. Donald Age 47 Director since 1997
CHAIRMAN AND CHIEF EXECUTIVE OFFICER, MERISANT COMPANY
[PHOTO]
Mr. Donald received a BA degree in economics from
Carleton College in 1976, earned a BS degree in
mechanical engineering from Washington University in St.
Louis in 1977, and an MBA from the University of Chicago
Graduate School of Business in 1980. Mr. Donald joined
Monsanto Company in 1977 and worked in ever more
challenging and responsible roles. In 1995 he was named
President, Crop Protection; in 1997 assumed the position
of Co-President, Ag Sector; and in 1998 was named Senior
Vice President. In 1999 he also assumed the position of
President, Nutrition and Consumer Sector. He served in
these positions until 2000 when he became Chairman and
Chief Executive Officer of Merisant Company, whose
products include tabletop sweeteners. Mr. Donald serves
on the executive board of Washington University Eliot
Society as well as the National Advisory Council for
Washington University's School of Engineering. Mr. Donald
serves on the non-profit boards of Carleton College,
Washington University, Dillard University, Barnes-Jewish
Hospital, Opera Theatre of St. Louis, St. Louis Art
Museum, and the St. Louis Regional Commerce and Growth
Association. Mr. Donald also serves as a board member for
Carnival Corporation; The Scotts Company; Crown, Cork, &
Seal; Belden, Inc.; and General America Life Insurance
Company. He is a member of the Executive Leadership
Council.
9
Ronald B. Gordon Age 59 Director since 1995
PRESIDENT AND CHIEF OPERATING OFFICER, NICE-PAK
PRODUCTS, INC.
[PHOTO]
Mr. Gordon graduated from the University of Pennsylvania
in 1964 and received a master's degree from Columbia
University in 1966. Mr. Gordon worked in brand management
and advertising management for Procter & Gamble from 1966
to 1983. In 1983, Mr. Gordon joined International
Playtex, Inc. as Vice President and General Manager of
Playtex Family Products, U.S. He became Senior Vice
President and General Manager of U.S. and Canadian
Playtex Family Products in 1985 and held that position
through 1987. Mr. Gordon was Executive Vice President of
the Playtex Family Products Corporation from 1988 through
1989. During 1990, Mr. Gordon was an independent
executive consultant. Mr. Gordon joined Goody Products,
Inc. in 1991 as President and Chief Operating Officer and
held that position until 1994. Mr. Gordon founded Gordon
Investment Group, a company which finances and oversees
start-up businesses, in 1994. Mr. Gordon served as Chief
Executive Officer of North American operations for
Beiersdorf, Inc., from 1997 through 2001. In 2002 Mr.
Gordon joined Nice-Pak Products, Inc., as its President
and Chief Operating Officer. He is a director of the
Cosmetic, Toiletry and Fragrance Association (CTFA) and
an associate trustee of the University of Pennsylvania.
Thomas D. KuczmarskiAge 51 Director since 1999
SENIOR PARTNER AND PRESIDENT, KUCZMARSKI & ASSOCIATES
[PHOTO]
Mr. Kuczmarski graduated from College of the Holy Cross in
1973 and received an M.B.A. from Columbia University's
Graduate School of Business in 1975 and a master's degree
in international affairs from Columbia University's
Graduate School of International Affairs, where he was
named an International Fellow of the University. Mr.
Kuczmarski began his business career as a brand manager at
Quaker Oats Company in 1976. In 1978 he joined Booz, Allen
& Hamilton where he became a Principal in 1980. In 1983 he
founded Kuczmarski & Associates, a management consulting
firm specializing in innovation, new products and services,
brand management and marketing strategies. He is the author
of four books: Managing New Products, 3rd Edition (Book
Ends, 2000); Values-Based Leadership: Rebuilding Employee
Commitment, Productivity and Performance (Prentice-Hall,
1995), co-authored with Dr. Susan Smith Kuczmarski;
Innovation: Leadership Strategies for the Competitive Edge
(co-published by NTC Publishing and the American Marketing
Association, 1995); and Innovating the Corporation (NTC
Publishing, 2000). He is an adjunct professor in the area
of new products and services at Northwestern University's
Kellogg Graduate School of Management and at the University
of Chicago Graduate School of Business. He is a trustee of
the Chicago Children's Museum and a member of the Economic
Club of Chicago.
10
Joseph C. Miller Age 60 Director since 1989
VICE CHAIRMAN OF THE BOARD OF THE COMPANY
INDEPENDENT CONSULTANT
[PHOTO]
Mr. Miller graduated from the West Virginia University
School of Business in 1964. After serving as an officer
in the United States Army, he joined Republic Steel
Corporation in 1966. Mr. Miller served as president of
Lowes, Inc., Inland Distributing and Whiteford
Transportation Systems. He joined the Company in 1989 as
Vice President of Corporate Planning and Marketing. He
served as Group Vice President for Sales, Marketing and
Distribution from 1990 to 1993. Mr. Miller was Senior
Vice President for the Consumer, Industrial &
Environmental and Transportation Groups of the Company
from 1993 to 1995. He became Vice Chairman of the Board
in 1995. Mr. Miller served as an employee of the Company
until 2000, when he became an independent consultant
specializing in strategic planning. Mr. Miller is a
director of Prandium, Inc., and Travelmore Inc. He is a
trustee of St. Joseph Regional Medical Center.
Paul J. Miller Age 73 Director since 1975
PARTNER, SONNENSCHEIN NATH & ROSENTHAL
[PHOTO]
Mr. Miller graduated from Yale University in 1950. He
received his law degree from Harvard Law School in 1953.
Mr. Miller served as an officer in the Judge Advocate
General's Corps of the United States Army from 1954 to
1957. He joined Sonnenschein Nath & Rosenthal, attorneys
and counsel to the Company, in 1957. He has been a
partner of the firm since 1963.
Allan H. Selig Age 68 Director since 1969
COMMISSIONER OF MAJOR LEAGUE BASEBALL
PRESIDENT AND CHAIRMAN OF THE BOARD, SELIG LEASE COMPANY
[PHOTO]
Mr. Selig received a bachelor's degree from the University
of Wisconsin in 1956. After two years in the United States
Army, Mr. Selig joined Selig Ford, Inc. He served as
president of Selig Ford (which became Selig Chevrolet in
1982) from 1959 until 1990. Since 1970 he has served as
Chairman of the Board and President of Selig Lease Company.
Mr. Selig became President and Chief Executive Officer of
the Milwaukee Brewers Baseball Club, Inc. in 1970 and
served in that capacity until 1998 when he was elected to
the position of Commissioner of Major League Baseball. He
also served as Chairman of the Executive Council of Major
League Baseball from 1992 to 1998. Mr. Selig is a director
of the Green Bay Packers and Marcus Corporation. In
addition, he is a director of the Greater Milwaukee
Committee and the Milwaukee Club and a trustee of the Boys
and Girls Clubs of Greater Milwaukee. He is a founder and
Vice Chairman of Athletes for Youth and co-founder of the
Child Abuse Prevention Fund.
11
EXECUTIVE COMPENSATION
The following table shows, for the fiscal years ended July 31, 2002, 2001
and 2000, the compensation of the chief executive officer and the four other
most highly compensated executive officers of the Company serving as such at
July 31, 2002.
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION (2)
ANNUAL COMPENSATION (1) ------------------
----------------------- RESTRICTED
NAME AND FISCAL OTHER ANNUAL STOCK OPTION ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS AWARDS COMPENSATION
- ------------------ ------ ------ ----- ------------ ---------- ------ ------------
Daniel S. Jaffee...........2002 $275,000 $110,000 55,890(4) -- 30,000 $ 48,635(3)
President and Chief 2001 275,000 -- -- -- -- 3,666
Executive Officer 2000 275,000 16,500 -- -- -- 26,925
Thomas F. Cofsky...........2002 $160,000 $ 52,800 -- -- 20,000 $ 2,900 (5)
Vice President of 2001 159,167 -- -- -- -- 2,884
Manufacturing and 2000 150,000 4,950 -- -- 20,000 3,200
Logistics
Eugene W. Kiesel...........2002 $153,000 $ 45,900 -- -- 20,000 $ 2,830 (5)
Vice President, 2001 152,583 -- -- -- -- 2,706
Specialty Products Group 2000 147,167 3,311 -- -- 25,000 3,200
Wade R. Bradley (6)........2002 $140,000 $ 42,050 -- -- 20,000 $ 2,800 (5)
Vice President, 2001 140,000 -- -- -- 20,000 3,188
Global Consumer 2000 113,333 18,386 -- -- 10,000 2,552
Products Group
Robert L. Vetere (6).......2002 $140,000 $ 42,010 -- -- 20,000 $ 2,479(5)
Vice President, 2001 144,166 -- -- -- 5,000 1,666
Administration, and
General Counsel
(1)Amounts shown include cash compensation earned during the year covered,
whether received or deferred at the election of the officer, including
amounts earned but deferred at the election of the officer pursuant to the
Oil-Dri Corporation of America Deferred Compensation Plan. In the fiscal
year ended July 31, 2002, $15,000, $11,475, and $16,042 were deferred by
Thomas F. Cofsky, Eugene W. Kiesel and Robert L. Vetere, respectively, under
the provisions of the Oil-Dri Corporation of America Deferred Compensation
Plan. Earnings on deferred compensation under the Plan is described under
the heading, "Remuneration of Directors."
(2)No stock appreciation rights (SARs), restricted stock or other long-term
incentive plan payouts, other than options, were granted or earned by the
executive officers in any fiscal year covered by this table.
(3)The Company provided a split dollar insurance policy on the life of Daniel
S. Jaffee. The value of the premiums paid by the Company is estimated as if
such premiums were advanced to Mr. Jaffee without interest for the
actuarially determined period between the Company's payment of the premium
and its refund to the Company. Two annual premiums of $31,000 each, in total
valued at $43,385, were paid during the fiscal year ended July 31, 2002 and
before July 30, 2002. No premiums were paid in the fiscal year ended July 31,
2001. It is presently anticipated that the Company will not pay any further
premiums. Also includes a payment of $5,250 on behalf of Mr. Jaffee to a
defined contribution plan.
(4)Includes $47,750 paid on Mr. Jaffee's behalf during the fiscal year ended
July 31, 2002 for tuition in an executive master's program at Northwestern
University's Kellogg School of Management for the academic year beginning
September, 2002. The Company is paying Mr. Jaffee's tuition in accordance
with the Board of Director's determination that it is in the best interest of
the Company that its Chief Executive Officer have a Master of Business
Administration degree. Total cost of this two year program is $93,000.
(5)Represents payments by the Company on behalf of these executive officers to
a defined contribution plan.
12
(6)Mr. Bradley became an executive officer during the fiscal year ended
July 31, 2000. Mr. Vetere became an executive officer during the fiscal
year ended July 31, 2001. Mr. Vetere resigned from the Company October 1,
2002.
STOCK OPTIONS
Shown in the tables below is information with respect to (i) options to
purchase the Company's Stock (as defined below in Note (2)) granted in the
fiscal year ended July 31, 2002 to the executive officers named in the "Summary
Compensation Table" ("Named Officers") and (ii) unexercised options to purchase
the Company's Common Stock or Stock as defined in Note (2) which were held as of
July 31, 2002 by the Named Officers. No options were exercised by any of the
Named Officers during the 2002 fiscal year.
2002 OPTION GRANTS (1)
POTENTIAL REALIZED
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL OPTIONS ANNUAL RATES OF
SHARES GRANTED APPRECIATION FOR
UNDERLYING TO EMPLOYEES OPTION TERM (4)
OPTIONS IN EXERCISE EXPIRATION --------------------
NAME GRANTED(2)(3) FISCAL YEAR PRICE ($) DATE 5% ($) 10% ($)
---- ------------- ------------- --------- ---------- --------- ---------
Daniel S. Jaffee........... 30,000 10.91% 6.15 10/12/11 $ 116,031 $ 294,045
Thomas F. Cofsky........... 20,000 7.27% 6.15 10/12/11 77,354 196,030
Eugene W. Kiesel........... 20,000 7.27% 6.15 10/12/11 77,354 196,030
Wade R. Bradley............ 20,000 7.27% 6.15 10/12/11 77,354 196,030
Robert L. Vetere........... 20,000 7.27% 6.15 10/12/11 77,354 196,030
(1) No stock appreciation rights (SARs) were granted in the fiscal year
covered by this table.
(2) All options to purchase the Company's Stock granted in the fiscal year
ended July 31, 2002 were issued under the terms of the Oil-Dri Corporation
of America 1995 Long Term Incentive Plan. "Stock" as defined in the Plan
means Class A Common Stock, except that if no Class A Common Stock is
issued and publicly traded on any securities market when options are
exercised, the shares awarded would be Common Stock and, with respect to
any Award made in Class B Stock to a member of the Jaffee Family who is an
employee of the Company or one of its subsidiaries that is more than 50%
owned by the Company, Class B Stock. As of the date of this Proxy
Statement, no shares of Class A Common Stock had been issued.
(3) The Company's option plans are administered by the Stock Option Committee
of the Board of Directors. All options granted in the fiscal year ended
July 31, 2002 have an exercise price equal to the fair market value on the
date of grant. Fifty percent of the options will vest on the second
anniversary of the grant; 50% will vest on the seventh anniversary of the
grant. The Company granted options to purchase an aggregate of 275,000
shares of Stock to employees in fiscal 2002.
(4) Potential gains are net of exercise price, but before any taxes that may
be associated with exercise. These amounts represent certain assumed rates
of appreciation only, based on the Securities and Exchange Commission's
rules. Actual gains, if any, on stock option exercises are dependent on
the future performance of the Common Stock, overall market conditions, and
the option holders' continued employment through the term of the option.
The amounts reflected in this table may not necessarily be achieved.
13
OPTION FISCAL YEAR END VALUE TABLE
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END FY-END ($)(2)
--------------------------- -----------------------------
NAME (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------- ----------- ------------- ---------- -------------
Daniel S. Jaffee............37,500 0(3) $ 0 $ 0
93,750 123,750(4) 0 40,500
Thomas F. Cofsky............ 7,500 0(3) 0 0
25,000 55,000(4) 0 27,000
Eugene W. Kiesel............23,750 56,250(4) 0 27,000
Wade R. Bradley.............14,500 55,500(4) 0 27,000
Robert L. Vetere............ 7,500 37,500(4) 0 27,000
(1) No stock appreciation rights (SARs) were exercised in the fiscal year
covered by this table or outstanding at July 31, 2002.
(2) The closing price of a share of Common Stock on July 31, 2002 was $7.50.
(3) Options to purchase shares of Common Stock of the Company.
(4) Options to purchase shares of Stock as defined by the terms of the 1995
Long Term Incentive Plan; see Note (2) under the preceding table "2002
Option Grants". The options granted to Mr. Daniel S. Jaffee and Mr.
Thomas F. Cofsky relate to Class B Stock.
PENSION PLANS
The Company's pension plan covering salaried employees is a
non-contributory, qualified, defined benefit plan. The plan provides for
pensions based on credited years of service and cash compensation (excluding
compensation paid under the Company's Incentive Bonus Plan) during the highest
paid consecutive five years during the last ten years of employment. The
following table presents estimated annual retirement benefits payable upon
normal retirement at age 65 and is computed on the basis of a 5-year certain and
life annuity. The benefits listed are not subject to a deduction for social
security or other offset amounts.
ESTIMATED ANNUAL BENEFITS AT YEARS OF SERVICE INDICATED
HIGHEST CONSECUTIVE 5-YEAR -------------------------------------------------------------------------
AVERAGE COMPENSATION 15 YRS 20 YRS 25 YRS 30 YRS 35 YRS 40 YRS
- -------------------------- ------ ------ ------ ------ ------ ------
$125,000 $17,400 $23,200 $29,000 $34,800 $34,800 $34,800
150,000 21,500 28,700 35,800 43,000 43,000 43,000
175,000 25,600 34,200 42,700 51,300 51,300 51,500
200,000 29,800 39,700 49,600 59,500 59,500 60,300
225,000 33,900 45,200 56,500 67,800 67,800 69,100
250,000 38,000 50,700 63,300 76,000 76,000 77,800
300,000 46,300 61,700 77,100 92,500 92,500 95,400
The individuals named in the Summary Compensation Table are participants
in the Company's pension plan and had compensation as defined in the pension
plan for the fiscal year ended July 31, 2002 and number of years of service as
of August 1, 2002 under the pension plan as follows: Daniel S. Jaffee, $275,000,
14 years; Thomas F. Cofsky, $145,000, 15 years; Eugene W. Kiesel, $141,525, 4
years; Wade R. Bradley, $140,000, 12 years; Robert L. Vetere, $123,958, 3 years.
Mr. Daniel S. Jaffee is currently limited to $170,000 because of applicable
Internal Revenue Code limitations which became effective for the Company's
pension plan on August 1, 1994. The Company does not have a supplemental
executive retirement program.
14
REMUNERATION OF DIRECTORS
Each director of the Company who is not also an officer of the Company
received an annual retainer of $10,000 and also prior to March 18, 2002,
received a fee of $2,000 for each meeting attended in person and $1,000 for each
meeting attended by telephone. As of March 18, 2002, meeting fees for Audit
Committee meetings only were increased by $500 to $2,500 and $1,500,
respectively. Mr. Richard M. Jaffee, a retired officer of the Company, did not
receive an annual retainer or any meeting fees.
Mr. Allan H. Selig and Mr. J. Steven Cole each received an additional
retainer of $2,500 as compensation for their roles as chairman of the
Compensation Committee and the Audit Committee, respectively.
In addition to their director remuneration, during the fiscal year ended
July 31, 2002, Mr. Ronald B. Gordon, Mr. Thomas Kuczmarski and Mr. Joseph C.
Miller were paid $14,000, $5,000 and $27,000, respectively, for consulting
services.
Mr. Richard M. Jaffee relinquished an immediate lump sum payment of
$300,000 due to him from the Company at his retirement as a full-time employee
of the Company on January 31, 2001 and agreed to serve as a consultant to the
Company for a period of five years at an annual fee of $185,000. In addition,
Mr. Jaffee earns during the consulting period an annuity payable to him as a
benefit of $3,810 monthly at the end of the consulting period, with payment at
his death of the remaining value of this annuity to his wife, or if she should
predecease him, to his designee or estate. The estimated economic benefit for
fiscal year 2002 of the agreement between the Company and Mr. Jaffee to pay Mr.
Jaffee a monthly annuity of $3,810 which will commence February 1, 2006, was
$68,600.
The Company provides split dollar joint survivorship life insurance
policies in the aggregate amount of $10,000,000 on the lives of Richard M.
Jaffee and his wife, with payment to be made on the death of the last to
survive. The premiums paid by the Company on the policies are charged to an open
account established by the Company. No interest accrues on the balance of the
open account. On the death of the last surviving insured, the estate of the
deceased is obligated to pay the balance of the deceased's open account in full.
During the fiscal year ended July 31, 2002 and before July 30, 2002 the company
paid $218,253 as a premium on these policies. The value of the premiums paid by
the Company is estimated as if such premiums were advanced to Mr. Jaffee with
interest for the actuarially determined period between the Company's payment of
the premium and its refund to the Company; such value for the fiscal year ended
July 31, 2002, was $116,386. It is presently anticipated that the Company will
not pay any further premiums. During the fiscal year ending July 31, 2002, Mr.
Jaffee paid a premium of $41,542 directly to the insurance company and was
reimbursed this amount by the Company during the fiscal year. This premium
represents the economic benefit to Mr. Jaffee of the term life component of
these policies.
Under the Oil-Dri Corporation of America Deferred Compensation Plan, the
Company's directors were entitled to defer all or a portion of their directors'
compensation with a return equal to one percent more than the Company's long
term cost of borrowing.
On October 12, 2001, the Board of Directors awarded Messrs. Paul J.
Miller, Donald, Selig, Cole, Gordon, Joseph C. Miller and Kuczmarski an option
on 5,000 shares of Common Stock. The option price of $6.15 was the closing
market price on that date. These options fully vest after one year.
There are 5,000 shares of Common Stock reserved from Treasury shares for
future grants under the Oil-Dri Corporation of America Outside Directors' Stock
Plan.
15
REPORT OF THE COMPENSATION COMMITTEE
AND THE
STOCK OPTION COMMITTEE
OF
OIL-DRI CORPORATION OF AMERICA
ON
EXECUTIVE COMPENSATION
COMPENSATION POLICY
Oil-Dri's compensation policy is to provide its executive officers and
other salaried employees with compensation opportunities competitive with
comparable size companies, reflecting annual incentive opportunities
commensurate with Company performance and level of responsibility, while
allowing for recognition of divisional and individual performance. In
determining the marketplace, Oil-Dri refers to salary surveys prepared and
published by several large consulting firms. The companies represented in the
surveys, which participate on a voluntary basis, are not the same group as that
included in the Peer Group on the Performance Graph. On occasion the Company
also uses the services of outside consultants. Using these sources, the Company
sets its compensation policy to reflect the median of the marketplace. Further
aligning compensation with overall Company performance, Oil-Dri makes periodic
awards of stock options and restricted stock to key management officers and
employees. This policy, the components of compensation which implement it, and
its administration, continued in fiscal 2002, except that the incentive bonus
component continued to be modified as reflected in ADMINISTRATION OF THE
COMPENSATION PROGRAM below.
At present compensation levels, and given the performance based nature of
the Company's Stock Option Plan, limitations on federal income tax deductibility
of a top officer's compensation in excess of $1,000,000 have no impact. In
general, the Company favors the preservation of tax deductibility, but reserves
the right to reconsider this position.
COMPENSATION COMPONENTS
Cash compensation for non-sales employees has two components, base salary
and annual incentive bonus. (Sales employees generally have a third component -
bonus related to sales objective.) Each fiscal year management makes
recommendations to the Compensation Committee regarding the corporate and
divisional targets and individual objectives that will be components of the
annual incentive bonus, and their relative weighting. The components and their
weighting may vary from year to year and also may vary among different groups of
employees. All salaried employees (including the executive officers) then
receive an incentive bonus at fiscal year end that is dependent upon performance
as measured against the targets set for each individual. No individual bonus of
more than 200% of individual target bonus can be paid. The Company has a number
of salary grades reflecting differing levels of responsibility. For each salary
grade, a minimum and maximum salary range is established based on a survey of
comparable-sized companies. Incentive compensation is a target bonus equal to a
percentage of the individual's annual base salary. This percentage is determined
by the salary grade which reflects the level of responsibility and expected
contribution of the position to the Company's financial results. For the
individual's target to be fully achieved, Oil-Dri must meet projected overall
corporate financial goals which are reviewed by the Compensation Committee.
Minimum and maximum payouts are set in relation to the achievement of these
goals. For salaried non-exempt employees, if the Company meets its minimum
corporate performance targets and any bonus is paid based on corporate
performance, a corporate incentive bonus equal to the full target bonus is paid
to each salaried non-exempt employee.
The annual incentive plan is designed to require communication to
employees of expectations for Company performance and for potential individual
rewards, so as to link Company performance and total annual pay. It provides for
broad based participation, so that each salaried employee recognizes that he or
she can contribute to the Company's success.
16
ADMINISTRATION OF THE COMPENSATION PROGRAM
During the year there is a review of employee performance and progress. At
least once a year employee performance is documented and plans for employee
development are discussed. At that review the employee's salary is reviewed and,
based on the position of the salary within the salary range and the performance
of the individual, a base salary change may, but will not necessarily, be
recommended. On the basis of that review, any adjustment to reflect the
employee's performance for incentive bonus is also determined.
The Compensation Committee reviews and generally oversees the Company's
compensation program. The Company reviews with the Compensation Committee the
prior year's salary results for the various base salary ranges and incentive
bonus targets, and reviews the base salary ranges and the target bonus
percentages for the coming year. In reviewing target bonus percentages for the
coming fiscal year the Company presents its earnings expectations for that year.
Company recommendations for stock option grants and restricted stock grants to
be made from time to time are reviewed with, and approved by, the Company's
Stock Option Committee.
For fiscal 2002 (and for fiscal 2003) the Company had recommended, and the
Compensation Committee had approved, that the incentive bonus be based solely on
a corporate pre-tax income target with a requirement for attainment of certain
minimums, including meeting all debt covenants, before any incentive bonus could
be paid.
1995 LONG-TERM INCENTIVE PLAN
During fiscal 2002, additional stock option grants were made under the
Company's 1995 Long-Term Incentive Plan by the Stock Option Committee. The
vesting period for the options granted was tied to the Company's attainment of
certain pre-tax financial goals.
COMPENSATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER
At its October 2001 meeting, the Committee had reviewed and set fiscal 2002
compensation for Mr. Daniel S. Jaffee at the same level as fiscal 2001, a salary
of $275,000, with continued participation in the incentive bonus plan. In doing
so it considered his performance and achievements as President and Chief
Executive Officer during fiscal 2001. At its September 2002 meeting, the
Committee approved management's proposal that for fiscal 2003, Mr. Jaffee's
compensation be set at $285,000, with an incentive bonus plan opportunity of up
to 50% of base pay, if 100% bonus is paid under that plan. Previously Mr.
Jaffee's bonus opportunity had been limited to 40%. In approving this increase
in compensation the Committee considered Mr. Jaffee's performance and
achievements as President and Chief Executive Officer during fiscal 2002 and
market data concerning incentive bonus compensation.
COMPENSATION COMMITTEE AND
STOCK OPTION COMMITTEE
Allan H. Selig, Chairman, Compensation
Committee and Stock Option Committee
J. Steven Cole
Ronald B. Gordon
Paul J. Miller*
-----------
*Mr. Miller is an alternate member of the
Compensation and Stock Option Committees, serving
on those committees only in the absence of one of
the other members, but as such, does not
participate in '95 Plan actions involving
directors, executive officers or 10%
stockholders.
17
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Paul Miller, a director of the Company and an alternate member of
the Compensation and Stock Option Committees, is a partner of Sonnenschein
Nath & Rosenthal, counsel to the Company. Mr. Miller does not participate in
Stock Option Committee actions involving employees subject to Section 16(b)
of the Securities Exchange Act of 1934.
18
REPORT OF THE AUDIT COMMITTEE
OF
OIL-DRI CORPORATION OF AMERICA
The Audit Committee consists of the following members of the Board of
Directors: J. Steven Cole (Chairman), Allan H. Selig, and Ronald B. Gordon.
Each meets the independence standards presently prescribed by the New York
Stock Exchange and the Board has determined that Mr. Cole meets the
accounting or related financial management expertise standard presently
required by the Exchange.
Management is primarily responsible for the Company's financial statements
and reporting process, including its system of internal controls. The Company's
independent accountants are responsible for auditing the Company's consolidated
financial statements and for issuing a report on those statements. The Audit
Committee oversees the financial reporting process on behalf of the Board.
The Committee met four times during the fiscal year ended July 31, 2002.
In three of those meetings it reviewed the fiscal 2002 quarterly financial
statements and related news releases with management and with Blackman Kallick
Bartelstein, the Company's independent accountants. At its meeting on September
24, 2002, the Committee discussed the audited financial statements for fiscal
year 2002, including discussion of any significant accounting issues, with
management, including the Company's chief financial officer, and with the
Company's independent accountants. In those discussions the Committee reviewed
with the independent accountants, to the extent applicable, the matters required
to be discussed by Statements on Auditing Standards No. 61 (COMMUNICATIONS WITH
AUDIT COMMITTEES) and relevant new Financial Accounting Standards affecting the
audited financial statements. The Committee also reviewed and discussed with the
independent accountants their independence from the Company, including the
effect of non-audit services they performed. The Committee received from the
independent accountants the statement required by Independence Standards Board
Standard No. 1 (INDEPENDENCE DISCUSSIONS WITH AUDIT COMMITTEES). The independent
accountants advised the Committee that their audit included procedures designed
to provide reasonable assurance for detection of illegal acts that would have a
direct and material effect on the determination of financial statement amounts
and procedures designed to identify related party transactions that are material
to the financial statements or otherwise require disclosure in those statements.
The Committee received a report on pending litigation and legal matters from the
Company's general counsel. The Committee also discussed with management and the
independent accountants their comments on the Company's internal controls and
compliance with those controls. It met separately with the independent
accountants and then separately with management, including the chief financial
officer, to discuss their respective views of the conduct of the audit and of
any problems encountered. Based on the foregoing, the Committee recommended to
the Board of Directors that the audited financial statements for fiscal year
2002 be included in the Company's Annual Report on Form 10-K.
The Committee reviewed and discussed a draft of the Company's proposed
news release on its 2002 financials, and reviewed drafts of the Company's Report
on Form 10-K, copies of which had previously been furnished to the Committee.
At its meeting on October 10, 2002, the Committee recommended that the
Board change independent accountants and retain PricewaterhouseCoopers, LLP as
the Company's independent accountants for fiscal year 2003 and at its meeting on
October 10, 2002, the Board affirmed that change. SEE THE HEADING "INDEPENDENT
PUBLIC ACCOUNTANTS."
At its meetings on May 28, 2002 and October 10, 2002, the Committee
reviewed possible revisions to the Audit Committee Charter in light of the
Sarbanes-Oxley Act of 2002 and related regulations, adopted, or proposed, by the
Securities and Exchange Commission and the New York Stock Exchange. On October
10, 2002, the Committee approved a revised Audit Committee Charter and presented
it to the Board which approved it. A copy of the Audit Committee Charter, as
revised, appears as Exhibit A to this Proxy Statement.
AUDIT COMMITTEE
J. Steven Cole, Chairman
Allan H. Selig
Ronald B. Gordon
19
AUDITOR FEES
AUDIT FEES
The aggregate fees, including expenses reimbursed, billed by Blackman
Kallick Bartelstein for professional services rendered for the audit of the
Company's annual financial statements for the fiscal year ended July 31, 2002
and for the reviews of the financial statements included in the Company's
quarterly reports on Form 10-Q for that fiscal year were $183,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
Blackman Kallick Bartelstein did not render any services relating to
financial information systems design and implementation for the fiscal year
ended July 31, 2002.
ALL OTHER FEES
The aggregate fees, including expenses reimbursed, billed by Blackman
Kallick Bartelstein for services rendered to the Company, other than the
services described above under "Audit Fees" and "Financial Information Systems
Design and Implementation Fees", for the fiscal year ended July 31, 2002 were
$180,000.
The Audit Committee has determined that the provision of non-audit
services was compatible with maintaining the independence of Blackman Kallick
Bartelstein.
20
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly cumulative total
shareholders' return on the Company's Common Stock against the yearly cumulative
total return of the Russell 2000 and the Russell 2000 Materials and Processing
Economic Sector Index (Peer Group). The graph assumes that the value of the
investment in the Company's Common Stock, the Russell 2000 Index and the Russell
2000 Materials and Processing Economic Sector Index was $100 on July 31, 1997
and that all dividends were reinvested.
Comparative Five-Year Total Returns
Oil-Dri Corporation of America
[PERFORMANCE GRAPH OMITTED)
1997 1998 1999 2000 2001 2002
- ---------------------------------------- ------- -------- ------- ------- ------- -------
ODC $100.00 $ 79.75 $ 96.51 $ 49.09 $ 51.33 $ 50.38
- ---------------------------------------- ------- -------- ------- ------- ------- -------
RUSSELL 2000 INDEX $100.00 $ 102.31 $109.90 $125.03 $122.89 $100.82
- ---------------------------------------- ------- -------- ------- ------- ------- -------
RUSSELL 2000-MATERIALS & PROCESSING $100.00 $ 94.34 $ 86.42 $ 79.08 $ 85.97 $ 81.34
21
OTHER INFORMATION
INDEPENDENT PUBLIC ACCOUNTANTS
Blackman Kallick Bartelstein, LLP ("Blackman Kallick") served as the
Company's independent public accountants for the fiscal year ended July 31,
2002. On October 16, 2002, Blackman Kallick was advised that it would not be
engaged to audit the Company's financial statements for its fiscal year ending
July 31, 2003, and that PricewaterhouseCoopers, LLP would be engaged to do so.
The decision to recommend to the Board that the Company's independent
public accountants be changed was made by the Company's Audit Committee based on
its determination that PricewaterhouseCoopers, LLP would provide the Company
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 then reported to the Board which discussed
and affirmed it.
The Independent Auditor's Report of Blackman Kallick for each of the
Company's 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.
During the Company'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 the Company during the Company's two most
recent fiscal years or in the subsequent interim period through October 16,
2002:
A. that internal controls necessary for the Company 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 the Company'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 issued
covering the fiscal period(s) subsequent to the date of the most
recent financial statements covered by an audit report.
As required, the Company provided Blackman Kallick with a copy of the
foregoing disclosure and requested that it furnish the Company with a letter
addressed to the Commission stating whether it agrees with the statement made by
the Company and, if not, stating the respects in which it disagrees. Blackman
Kallick's letter is filed as an exhibit to the Company's Current Report on Form
8-K filed October 18, 2002.
On October 16, 2002, PricewaterhouseCoopers, LLP was engaged as the
principal accountant to audit the Company's financial statements for its fiscal
year ending July 31, 2003. Prior to that engagement the Company had not
consulted with PricewaterhouseCoopers during the Company's two most recent
fiscal years or in the period since the end of
22
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
the Company's financial statements.
Representatives of Blackman Kallick will be present at the Annual Meeting,
will have an opportunity to make a statement if they so desire and will respond
to appropriate stockholder questions.
ANNUAL REPORT ON FORM 10-K
This Proxy Statement does not include information regarding executive
officers called for by Item 401(b) of Regulation S-K because such information is
furnished in the Company's Annual Report on Form 10-K for the fiscal year ended
July 31, 2002, and such information is incorporated herein by reference thereto.
The Company's Annual Report on Form 10-K was filed with the Securities and
Exchange Commission on October 15, 2002. A COPY OF THE COMPANY'S 2002 ANNUAL
REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K IS BEING SENT TO
EACH STOCKHOLDER ALONG WITH THIS PROXY STATEMENT.
STOCKHOLDER PROPOSALS
Stockholder proposals for inclusion in proxy material for the 2003 Annual
Meeting of Stockholders should be addressed to the Office of Stockholder
Relations, Oil-Dri Corporation of America, 410 North Michigan Avenue, Suite 400,
Chicago, Illinois 60611, and must be received by July 7, 2003. In the case of
other stockholder proposals of which the Company receives notice by September
17, 2003, generally the Company may exercise discretionary authority as to
proposals covered by the notice if the Company includes in its proxy statement
for the Annual Meeting advice on the nature of the proposal and how the Company
intends to exercise its discretion. In the case of other stockholder proposals
not included in the Company's proxy material, the Company may generally exercise
discretionary voting authority, conferred by proxies, at its 2003 Annual Meeting
with respect to any such proposal that is not timely submitted (i.e., of which
the Company did not have notice by September 17, 2003).
SHAREHOLDERS WITH MULTIPLE ACCOUNTS
If your household received more than one copy of our annual report and
proxy statement, and you wish to reduce the number you receive, the Company will
discontinue the mailing of shareholder information statements on accounts you
select. Check the box "Stop Multiple Mailings" on the enclosed proxy card, for
all but one of your shareholder accounts. By checking this box, you are
consenting to the mailing of proxy statements, annual reports and other
shareholder information only to the one account in your household for which the
box was not checked. The Company will continue to separately mail a proxy card
for each registered shareholder account.
You may revoke your consent at any time by calling 877-360-5346 (toll
free), or writing to Computershare Investor Services, Attn: Proxy Unit, P.O. Box
1878, Chicago, IL 60690-1878. If you revoke your consent, the Company will begin
sending you individual copies of these documents within 30 days after receipt of
your revocation notice.
23
2. OTHER MATTERS
At this time, the Board of Directors is not aware of any matters not
referred to herein which might be presented for action at the meeting. However,
if any other business should come before the meeting, votes may be cast in
respect to such matters in accordance with the best judgment of the person or
persons acting under the proxies.
By Order of the Board of Directors
/s/ RICHARD M. JAFFEE
RICHARD M. JAFFEE
CHAIRMAN OF THE BOARD
Chicago, Illinois
November 1, 2002
24
EXHIBIT A
OIL-DRI CORPORATION OF AMERICA
AUDIT COMMITTEE CHARTER
PURPOSE
The Audit Committee is appointed by the Board of Directors (the "Board") of
Oil-Dri Corporation of America to assist the Board in monitoring (1) the
accounting and financial reporting processes of, and the integrity of, the
financial statements of Oil-Dri Corporation of America and its Subsidiaries
("Oil-Dri" or "the Company"), (2) the compliance by Oil-Dri with legal and
regulatory requirements and Oil-Dri policies, and (3) the independence and
performance of Oil-Dri's outside auditors.
ORGANIZATION
The Audit Committee shall be comprised of three members of the Board. The
members of the Audit Committee shall meet the independence and experience
requirements of the New York Stock Exchange. The members and the Chairman of the
Audit Committee shall be appointed by the Board. The Audit Committee shall meet
when called by the Chairman, but at least four times a year.
DUTIES AND RESPONSIBILITIES
While the Audit Committee has the responsibilities and powers set forth in this
Audit Committee Charter, it is not the duty of the Audit Committee to plan or
conduct audits or to determine that Oil-Dri's financial statements are complete
and accurate and are in accordance with generally accepted accounting
principles. This is the responsibility of management and the independent
auditor. Nor is it the duty of the Audit Committee to conduct investigations
(unless otherwise authorized to do so by the Board), to resolve disagreements,
if any, between management and the independent auditor or to assure compliance
with laws and regulations and Oil-Dri's policies.
The Board and Audit Committee have the ultimate authority and responsibility to
select, evaluate and, where appropriate, replace the independent auditor (or to
nominate the independent auditor for stockholder approval in any proxy
statement). The independent auditor is ultimately accountable to the Board and
the Audit Committee, as representatives of Oil-Dri's stockholders.
To fulfill its duties and responsibilities, the Audit Committee shall:
GENERAL RESPONSIBILITIES
- - Make regular reports to the Board with such recommendations as the
Committee may deem appropriate.
- - Review and reassess the adequacy of this Charter annually and recommend
changes to the Board for approval.
- - Meet at least quarterly with the chief financial officer, the senior
accounting executive and the independent auditor in separate executive
sessions.
- - Assist the Board in satisfying its responsibilities to the stockholders
with respect to matters relating to Oil-Dri's accounting, financial
reporting, audit, legal compliance, and internal control practices.
INTERNAL CONTROL
- - Review with management and the independent auditor the quality and
adequacy of internal controls, and report the results of the review to the
Board.
25
- - Review, and advise the Board with respect to, Oil-Dri's policies and
procedures regarding compliance with applicable laws and regulations and
with the Company's Code of Conduct.
FINANCIAL REPORTING PROCESS
- - Review the annual audited financial statements with management, including
major issues regarding accounting and auditing principles and practices as
well as the adequacy of internal controls that could significantly affect
Oil-Dri's financial statements.
- - Review with management and the independent auditor significant financial
reporting issues and judgments made in connection with the preparation of
Oil-Dri's financial statements.
- - Review with management and the independent auditor Oil-Dri's quarterly
financial statements and press release prior to release of quarterly
earnings, including the results of the independent auditor's review of the
quarterly financial statements.
- - Review with management and the independent auditor Oil-Dri's major
financial risk exposures and the steps management has taken to monitor and
control such exposures.
- - Review major changes to Oil-Dri's accounting principles and practices as
suggested by the independent auditor, internal auditors or management.
REVIEW OF PROCESS FOR COMPANY COMPLIANCE WITH LAWS, REGULATIONS AND POLICIES
- - Review with Oil-Dri's counsel, quarterly, legal matters that may have a
material impact on the financial statements, Oil-Dri's compliance policies
and any material reports or inquiries received from regulators or
governmental agencies.
- - Receive from the Company's Chief Executive Officer and Chief Financial
Officer the quarterly certifications of financial statements and their
certification of their report on their evaluation of internal controls.
- - Establish procedures by which the Audit Committee can receive and address
complaints regarding accounting, internal controls, or auditing issues.
- - Review with management and the independent auditor any correspondence with
regulators or governmental agencies, any employee complaint, or any
published report, that raises any material issue regarding the Company's
financial statements or accounting policies.
INDEPENDENT AUDITOR
- - Appoint the independent auditor, which firm is ultimately accountable to
the Audit Committee and the Board.
- - Review the experience and qualifications of the senior members of the
independent auditor team, the quality control procedures of the
independent auditor, and material claims, litigation, governmental or
administrative proceedings involving the independent auditor.
- - Review the appointment and replacement of the senior auditing executives.
- - Approve the fees to be paid to the independent auditor for audit services.
- - Approve in advance all auditing and (except as exempted by law or
regulation), any non-auditing service, including tax services, for which
the independent auditor or other registered public accounting firm is
engaged.
26
- - Receive from the independent auditor a formal written statement
delineating all relationships between the independent auditor and Oil-Dri
(consistent with Independence Standards Board Standard 1).
- - Receive periodic reports, at least annually, from the independent auditor
regarding the auditor's independence, discuss such reports with the
auditor, including discussion of any disclosed relationships or non-audit
services that may impact the objectivity and independence of the auditor,
and take appropriate action to satisfy itself of the independence of the
auditor.
- - Review with management and the independent auditor prior to the audit,
planning, staffing and budget for the audit.
- - Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit.
- - Obtain reports from the independent auditor with respect to any audit of
all critical accounting policies and practices to be used; all
alternative treatments of financial information within generally
accepted accounting principles that have been discussed with management
officials of the Company, ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by the
independent auditor; and other material written communications between
the independent auditor and the management of the Company, such as any
management letter or schedule of unadjusted differences.
- - Obtain reports from management and the independent auditor that the
Company's subsidiary/foreign affiliated entities are in conformity with
legal requirements and the Company's Code of Conduct.
- - Obtain reports from management and the independent auditor with regard to
any transactions with Oil-Dri insiders or affiliates.
- - Review with the independent auditor any problems or difficulties
encountered in the course of the audit work, including any restrictions on
the scope of activities or access to required information, any
disagreement with management, and any management letter provided by the
auditor and Oil-Dri's response to that letter.
- - Obtain from the independent auditor assurance that Section 10A of the
Private Securities Litigation Reform Act of 1995 has not been implicated.
- - Evaluate the performance of the independent auditor and, if replacement is
decided, replace.
- - Determine with the Board whether it is appropriate for Oil-Dri to adopt a
policy of rotating its independent auditor.
- - Recommend to the Board guidelines for hiring of employees of the
independent auditor who were engaged in the Oil-Dri account.
ADDITIONAL AUTHORITY
The Audit Committee shall have the authority to retain special legal, accounting
or other consultants or experts to advise the Audit Committee. The Audit
Committee may request any officer or employee of Oil-Dri or Oil-Dri's outside
counsel or independent auditor to attend a meeting of the Committee or to meet
with any members of, or consultants to or experts retained by, the Audit
Committee.
REPORTING RESPONSIBILITIES
Prepare the report required by the rules of the Securities and Exchange
Commission to be included in Oil-Dri's annual proxy statement.
27
- -----------------------------------------------------------------
PROXY - OIL-DRI CORPORATION OF AMERICA
- -----------------------------------------------------------------
410 NORTH MICHIGAN AVENUE, SUITE 400, CHICAGO, ILLINOIS 60611
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard M. Jaffee, Daniel S. Jaffee and Heidi M.
Jaffee as Proxies, each with the power to appoint his substitute (the action of
one, if only one be present and acting, to be in any event controlling), and
hereby authorizes them to represent and to vote, as designated below, all of the
shares of Common Stock and Class B Stock of Oil-Dri Corporation of America held
of record by the undersigned at the close of business on October 25, 2002, at
the annual meeting of stockholders to be held on December 3, 2002 or any
adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. EXCEPT AS OTHERWISE DIRECTED, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1.
PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
(Continued and to be signed on reverse side.)
IMPORTANT NOTICE
MULTIPLE COPIES OF MAILINGS
To Our Shareholders:
If your household is receiving multiple copies of our shareholder information
statements, such as proxy statements and annual reports, we ask that you check
the box "Stop Multiple Mailings" on the reverse of this card. This will allow us
to save money by reducing the number of documents we must print and mail, and
will help protect the environment as well.
By checking this box, you are consenting to our mailing of proxy statements,
annual reports and other shareholder information only to the one account in your
household for which the box was not checked. We will continue to separately mail
a proxy card for each registered shareholder account. Your consent will be
perpetual unless you revoke it, which you may do at any time by calling us at
877-360-5346 (toll free), or writing us at Computershare Investor Services,
Attn: Proxy Unit, P.O. Box 1878, Chicago, IL 60690-1878. If you revoke your
consent, we will begin sending you individual copies of these documents within
30 days after we receive your revocation notice.
WE ENCOURAGE YOU TO PARTICIPATE IN THIS PROGRAM BY CHECKING THE "STOP MULTIPLE
MAILINGS" BOX ON THE PROXY CARD, FOR ALL BUT ONE OF YOUR SHAREHOLDER ACCOUNTS.
28
OIL-DRI
CORPORATION OF AMERICA
[Barcode]
MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3 Holder Account Number
ADD 4
ADD 5 C 1234567890 J N T
ADD 6
[Barcode]
Use a BLACK pen. Mark with |_| |_| Mark this box with an X if you
an X inside the grey areas have made changes to your name
as shown in this example. or address details above.
- -------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD
- -------------------------------------------------------------------------------
A. ELECTION OF DIRECTORS
1. The Board of Directors 2. In their discretion, the Proxies are
Recommends a Vote FOR the listed authorized to vote upon such other
nominees. business as may properly come before
meeting.
For Withhold
01-J. Steven Cole |_| |_| Please mark this box with |_|
02-Arnold W. Donald |_| |_| an X if you are planning to
03-Ronald B. Gordon |_| |_| attend the meeting.
04-Daniel S. Jaffee |_| |_|
05-Richard M. Jaffee |_| |_| MARK THIS BOX WITH AN X TO |_|
06-Thomas D. Kuczmarski |_| |_| stop multiple mailings.
07-Joseph C. Miller |_| |_| Please stop mailing of
08-Paul J. Miller |_| |_| shareholder publications
09-Allan H. Selig |_| |_| for this account, since multiple
copies come to our household at
this address.
YOUR VOTE IS IMPORTANT!
PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
B. AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR
YOUR INSTRUCTIONS TO BE EXECUTED.
Please sign exactly as your name appears on this proxy. When shares are held by
joint tenants, both should sign. When signing as attorney, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by an authorized person.
Signature 1 - Please Signature 2 - Please
keep your signature keep your signature
within the box within the box Date (mm/dd/yyyy)
- --------------------- -------------------- ----------------------
/ /
- --------------------- -------------------- ----------------------