CUSIP No. 677864 10 0 13D Page 12 of 12 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
OIL-DRI CORPORATION OF AMERICA
(Name of Issuer)
COMMON STOCK
and CLASS B STOCK
immediately convertible into Common)
(Title of Class of Securities)
677864 10 0
(CUSIP Number)
Paul J. Miller, 8000 Sears Tower, Chicago, IL 60606
312, 876-8074
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
December 1, 1994
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ]. Previous
filing on Schedule 13G pursuant to Rule 13d-1(c).
Check the following box if a fee is being paid with this statement
[ ].
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act.
(Continued on following page(s))
Page 1 of 12 Pages Exhibit Index at Page 10
1 NAMES OF REPORTING PERSONS,
S.S. OR I.R.S. IDENTIFICATION NO. Richard M. Jaffee ###-##-####
Robert D. Jaffee ###-##-####
2 CHECK THE APPROPRIATE BOX (a) [X]
IF A MEMBER OF A GROUP (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
6 CITIZEN SHIP OR PLACE OF ORGANIZATION United
States
NUMBER OF 7 SOLE VOTING POWER
SHARES Richard M. Jaffee 1,158,256 Class B Shares
BENEFICIALLY 2,392 Common Shares
OWNED BY (on all issues except election
EACH REPORTING of Robert D. Jaffee to Oil-
PERSON WITHR Dri's Board)
Robert D. Jaffee 666,421 Class B Shares
No Common Shares
8 SHARED VOTING POWER Robert D. Jaffee
and Richard M. Jaffee 1,913,448 Class B Shares*
2,392 Common Shares
(On election of Robert D.
Jaffee to Oil-Dri's Board)
*NOTE: Includes 80,000 Class B Shares
owned by Mrs. Shirley Jaffee (wife of
Richard M. Jaffee), as Trustee under the
Shirley Jaffee Declaration of Trust dated
July 12, 1993. Mrs. Jaffee's voting of
these Class B Shares has been consistent
with Mr. Richard M. Jaffee's voting. Also
includes 8,771 Class B Shares owned by Mrs.
Phyllis Jaffee (wife of Robert D. Jaffee).
Mrs. Jaffee's voting of Class B and Common
Shares has been consistent with Mr.
Robert D. Jaffee's voting.
9 SOLE DISPOSITIVE POWER
Richard M. Jaffee 1,158,256 Class B Shares
2,392 Common Shares
Robert D. Jaffee 666,421 Class B Shares
10 SHARED DISPOSITIVE POWER None.
11 AGGREGATEN AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Richard M. Jaffee 1,913,448 Class B Shares
and Robert D. Jaffee 2,392 Common Shares
(Aggregated because of
Shared Voting Power -- see 8
above.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
Richard M. Jaffee 90.48% of the Class B Shares and
Robert D. Jaffee .05% of the Common Shares,
together representing 73.65% of
the voting power of Issuer's
outstanding stock at December 31,
1994. (See Item 5.)
14 TYPE REPORTING PERSON
Richard M. Jaffee IN
Robert D. Jaffee IN
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $.10
per share (and the Class B Stock, par value $.10 per share immediately
convertible into Common Stock) of Oil-Dri Corporation of America, a
Delaware corporation ("Oil-Dri"). Oil-Dri's principal executive
offices are located at 410 North Michigan Avenue, Suite 400, Chicago,
Illinois 60611.
Item 2. Identity and Background
Richard M. Jaffee
(a) Richard M. Jaffee
(b) Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(c) President
Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(d) No
(e) No
(f) United States
Robert D. Jaffee
(a) Robert D. Jaffee
(b) Amco Corporation
901 North Kilpatrick Avenue
Chicago, Illinois 60651
(c) Chairman
Amco Corporation
901 North Kilptrick Avenue
Chicago, Illinois 60651
(d) No
(e) No
(f) United States
Item 3. Source and Amount of Funds or Other Consideration
No purchase of securities of Oil-Dri
Corporation of America ("Oil-Dri") was involved.
A voting agreement was entered into between
Richard M. Jaffee ("Richard") and Robert D. Jaffee
("Robert"), his brother, on December 1, 1992, in connection
with the sale of certain of Richard's shares of stock in a
family corporation, Amco Corporation ("Amco"), to Amco, in
which Robert is a principal shareholder. Richard agreed
that, so long as the note which Amco issued in partial
payment for those shares remained outstanding (the due date
of the note is December 1, 1999, and it may be prepaid),
(i) he would use his best efforts to cause the Board of
Directors of Oil-Dri to nominate Robert to serve as a
director of Oil-Dri, but that he need not do so if he
concludes in good faith that such nomination would not be
consistent with his fiduciary duties to Oil-Dri and its
shareholders or would be contrary to any provision of law,
and that (ii) he would vote his shares of Oil-Dri in any
election of directors to elect Robert to Oil-Dri's Board.
Item 4. Purpose of Transaction
The purpose of Robert's acquisition of shared
voting power over Richard's Oil-Dri Common Stock was to
further assure Robert's future nomination and election as an
Oil-Dri director. (Sec. 3 above.) Richard and Robert have
no present plans or proposals which relate to or would
result in (i) the acquisition by any person of securities of
Oil-Dri or the disposition of securities of Oil-Dri,
(ii) any extraordinary corporate transaction of Oil-Dri or
its subsidiaries, (iii) a sale or transfer of a material
amount of assets of Oil-Dri or its subsidiaries, (iv) any
change in the board of directors or management of Oil-Dri,
(v) any material change in Oil-Dri's present capitalization,
dividend policy, business or corporate structure, (vi) any
change to Oil-Dri's charter or bylaws or other actions that
may impede the acquisition of control of Oil-Dri by any
person, (vii) causing Oil-Dri Common Stock to cease to be
listed on the New York Stock Exchange, or to become eligible
for termination of registration pursuant to Section 12(g)(4)
under the Securities Exchange Act of 1934, or (viii) any
action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
Richard M. Jaffee
(a) Aggregate Number and Percentage of Class
Beneficially Owned. Separately, Richard M. Jaffee owns
beneficially 1,158,256 shares of Class B Stock of Oil-
Dri and 2,392 shares of Common Stock of Oil-Dri. The
Class B Stock is held by Richard M. Jaffee as Trustee
under the Richard M. Jaffee Revocable Trust of June 29,
1974, as amended. In addition, 80,000 shares of Class
B Stock held by Mr. Jaffee's wife, as Trustee under the
Shirley Jaffee Declaration of Trust dated July 12,
1993, are treated for purposes of this Report as
beneficially owned by Mr. Richard M. Jaffee, since Mrs.
Jaffee has voted these shares consistent with Mr.
Jaffee's voting. Mr. Richard M. Jaffee holds an
option, granted August 29, 1994, under the Oil-Dri
Stock Option Plan, to acquire 22,500 shares of Oil-
Dri's Common Stock. At the date of this filing of the
Schedule 13D, no part of that option is exerciseable
within 60 days; so no part is treated as beneficially
owned for purposes of this Schedule 13D. The option
becomes exerciseable in 20% increments on July 29,
1995, 1996, 1997, 1998, and 1999.
When, because of the voting arrangement,
shares beneficially owned by Robert D. Jaffee are added
and considered beneficially owned by Richard M. Jaffee,
Richard M. Jaffee then owns beneficially 1,913,448
Class B Shares and 2,392 Common Shares. That
constitutes 90.48% of the Class B Stock and .05% of the
Common Stock outstanding at December 31, 1994, and,
since the Class B Stock is entitled to 10 votes per
share, constitutes 73.65% of the voting power of Oil-
Dri's Common and Class B Stock.
(b) Sole Power to Vote or Direct Vote. 1,158,256
shares of Class B Stock and 2,392 shares of Common
Stock (on all issues except Board election of Robert D.
Jaffee).
Shared Power to Vote or Direct Vote: 1,913,448 shares
of Class B Stock and 2,392 shares of Common Stock (on
Board election of Robert D. Jaffee).
Sole Power to Dispose or Direct Disposition:
1,158,256 shares of Class B Stock and 2,392 shares of
Common Stock.
Shared Power to Dispose or Direct
Disposition: None.
(c) During the past 60 days, Mr. Richard M.
Jaffee effected the following transactions:
Amount of Price Where
Securities Nature of Per and How
Date Involved Transaction Share Effected
December 28, 1994 5,000 Class B Disposition NA In Chicago,
by Gift Illinois, by
gift
(d) No other person has the right to receive or
the power to direct receipt of dividends from, or
proceeds from the sale of, such securities.
(e) Not applicable.
Robert D. Jaffee
(a) Aggregate Number and Percentage of Class
Beneficially Owned. Separately, Robert D. Jaffee owns
beneficially 666,421 shares of Class B Stock of Oil-Dri
and no shares of Common Stock of Oil-Dri. Of the Class
B Stock, 666,089 shares are held by Robert D. Jaffee as
Trustee of the Robert D. Jaffee Revocable Trust of
U/A/D July 21, 1974, as amended, and 332 shares, as to
which Robert D. Jaffee has voting power but no economic
beneficial interest, are held by Robert D. Jaffee as
guardian of his child. In addition, 8,771 shares of
Class B Stock held by Phyllis Jaffee, wife of Robert D.
Jaffee, are treated for purposes of this Report as
owned by Mr. Robert D. Jaffee, since Mrs. Jaffee has
voted her Class B and Common Stock consistent with Mr.
Jaffee's voting.
When, because of the voting arrangement,
shares beneficially owned by Richard M. Jaffee are
considered beneficially owned by Robert D. Jaffee,
Robert D. Jaffee then owns beneficially 1,913,448
Class B Shares and 2,392 Common Shares. That
constitutes 90.48% of the Class B Stock and .05% of the
Common Stock outstanding at December 31, 1994, and,
since the Class B Stock is entitled to 10 votes per
share, constitutes 73.65% of the voting power of Oil-
Dri's Common and Class B Stock.
(b) Sole Power to Direct Vote: 666,421 shares of
Class B Stock and no shares of Common Stock.
Shared Power to Vote or Direct Vote:
1,913,448 shares of Class B Stock and 2,392 shares of
Class B Stock (on Board election of Robert D. Jaffee).
Sole Power to Dispose or Direct Disposition:
666,421 shares of Class B Stock and no shares of Common
Stock.
Shared Power to Dispose or Direct
Disposition: None.
(c) During the past 60 days, Mr. Robert D. Jaffee
effected the following transactions:
Amount of Price
Securities Nature of Per Where and
Date Involved Transaction Share How Effected
December 1, 1994 19,001 Class B* Disposition NA In Chicago,
by gift Illinois,
by gift
December 1, 1994 338 Common** Disposition NA In Chicago,
by gift Illinois,
by gift
*Mr. Jaffee made a gift of 18,201 of these Class B Shares to a
Family Foundation and 800 to his wife, Phyllis Jaffee.
**In addition, Phyllis Jaffee made a gift of 800 Common Shares to
the Family Foundation.
(d) No other person has the right to receive or
the power to direct receipt of dividends from, or
proceeds from the sale of, such security.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
See Item 4.
Item 7. Material to be Filed as Exhibits
1. Copy of Voting Agreement.
2. Joint Filing Agreement pursuant to Rule 13d-1(f)(1) dated
as of January 9, 1994, between Richard M. and Robert D. Jaffee.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Date: January 9, 1995
/s/ Richard M. Jaffee
(Signature)
Richard M. Jaffee
/s/ Robert D. Jaffee
(Signature)
Robert D. Jaffee
EXHIBIT 1
TO
FORM 13D
DATED FEBRUARY 12, 1993
Except for the voting agreement which follows, all of the Agreement
relating to the sale, effective December 1, 1992, of certain shares of
stock of Amco Corporation ("Amco") by Richard M. Jaffee, as Trustee,
to Amco has been omitted as confidential and filed separately with the
Securities and Exchange Commission.
"10. Board of Directors
(a) . . . . . .
(b) Richard M. Jaffee hereby agrees to use his
best efforts to cause the Board of Directors of Oil-Dri
Corporation to nominate Robert D. Jaffee to serve as a
director of Oil-Dri Corporation. Richard M. Jaffee
need not use such best efforts if he concludes in good
faith that such nomination would not be consistent with
his fiduciary duties to Oil-Dri Corporation and its
shareholders or would be contrary to any provision of
law; but in such event he shall so notify Robert D.
Jaffee in writing specifying the reasons for such
determination. Richard M. Jaffee shall vote all of his
Shares of Oil-Dri Corporation Stock in any election of
directors to elect Robert D. Jaffee to the Board of
Directors of Oil-Dri Corporation."
EXHIBIT 2
To
FORM 13D
DATED JANUARY 9, 1994
AGREEMENT RE JOINT FILING OF
SCHEDULE 13D (RULE 13d-1(f)(1))
Each of the undersigned agrees as follows:
(i) The Schedule 13D to which this Exhibit is attached is filed
on behalf of each of the undersigned.
(ii) Each of the undersigned is responsible for the timely
filing of such Schedule 13D and any amendments thereto, and for the
completeness and accuracy of the information concerning such entities
contained therein; but each of such entities is not responsible for
the completeness or accuracy of the information concerning the other
entities making the filing, unless such entity knows or has reason to
believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts.
January 9, 1994.
/s/ Richard M. Jaffee
Richard M. Jaffee
/s/ Robert D. Jaffee
Robert D. Jaffee