THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT
TO RULE 101(d) OF REGULATION S-T
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Oil-Dri Corporation of America
(Name of Issuer)
Common Stock Par Value $0.10 Per Share
(Title of Class and Securities)
677864100
(CUSIP Number of Class of Securities)
James E. McKee, Gabelli Asset Management Inc.,
One Corporate Center, Rye, NY 10580-1435 (914) 921-5294
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 22, 2000
(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 that is the subject of this Schedule
13D, and is filing this schedule because of Sections 240.13d-1(e), or
240.13d-1(f) or 240.13d-1(g), check the following box [ ].
_________________________________________________________________
CUSIP No. 677864100 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Funds, LLC I.D. No. 13-4044523
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
OO-Funds of investment company clients
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 45,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None (Item 5)
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 45,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None (Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,000 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.07%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IA
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
________________________________________________________________
CUSIP No. 677864100 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GAMCO Investors, Inc. I.D. No. 13-4044521
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
OO-Funds of investment advisory clients
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 237,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 237,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
237,000 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ____
/___/
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.66%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IA, CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_________________________________________________________________
CUSIP No. 677864100 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Group Capital Partners, Inc. I.D. No. 13-3056041
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
None
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: None (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None (Item 5)
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: None (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None (Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ x /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.00%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC, CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
________________________________________________________________
CUSIP No. 677864100 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Asset Management Inc. I.D. No. 13-4007862
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
None
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: None (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: None (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ____
/_X_/
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.00%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC, CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_________________________________________________________________
CUSIP No. 677864100 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marc J. Gabelli
________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
None
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
: (7) SOLE VOTING POWER
: None (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: None (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.00%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_________________________________________________________________
CUSIP No. 677864100 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mario J. Gabelli
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
None
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
: (7) SOLE VOTING POWER
: None (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: None (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ x /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.00%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1.Security and Issuer
The class of equity securities to which this statement
on Schedule 13D relates is the Common Stock, par value $0.10 per
share ("Securities"), of Oil-Dri Corporation of America (the
"Issuer"), a Delaware corporation, with principal offices located
at 410 North Michigan Avenue, Suite 400, Chicago, Illinois 60611.
Item 2. Identity and Background
This statement is being filed by Mario J. Gabelli
("Mario Gabelli"), Marc J. Gabelli ("Marc Gabelli") and various
entities which either one directly or indirectly controls or for
which either one acts as chief investment officer. These
entities, except for Lynch Corporation ("Lynch"), Spinnaker
Industries, Incorporated ("Spinnaker"), Western New Mexico
Telephone Company ("Western New Mexico"), Entoleter, Inc.
("Entoleter"), Lynch Telecommunications Corporation ("Lynch
Telecom"), Lynch Telephone Corporation ("Lynch Telephone"), Lynch
Interactive Corporation ("Interactive"), Brighton Communications
Corporation ("Brighton") and Inter-Community Telephone Company
("Inter-Community") (collectively, "Lynch and its affiliates"),
engage in various aspects of the securities business, primarily
as investment adviser to various institutional and individual
clients, including registered investment companies and pension
plans, as broker/dealer and as general partner of various private
investment partnerships. Certain of these entities may also make
investments for their own accounts.
The foregoing persons in the aggregate often own
beneficially more than 5% of a class of equity securities of a
particular issuer. Although several of the foregoing persons are
treated as institutional investors for purposes of reporting
their beneficial ownership on the short-form Schedule 13G, the
holdings of those who do not qualify as institutional investors
may exceed the 1% threshold presented for filing on Schedule 13G
or implementation of their investment philosophy may from time to
time require action which could be viewed as not completely
passive. In order to avoid any question as to whether their
beneficial ownership is being reported on the proper form and in
order to provide greater investment flexibility and administra-
tive uniformity, these persons have decided to file their
beneficial ownership reports on the more detailed Schedule 13D
form rather than on the short-form Schedule 13G and thereby to
provide more expansive disclosure than may be necessary.
(a), (b) and (c) - This statement is being filed by one
or more of the following persons: Gabelli Group Capital Partners,
Inc. ("Gabelli Partners"), Gabelli Asset Management Inc.
("GAMI") , Gabelli Funds, LLC ("Gabelli Funds"), GAMCO
Investors, Inc. ("GAMCO"), Gabelli Securities, Inc. ("GSI"),
Gabelli & Company, Inc. ("Gabelli & Company"), Gabelli
Performance Partnership L.P. ("GPP"), GLI, Inc. ("GLI"), Gabelli
Associates Fund ("Gabelli Associates"), Gabelli Associates
Limited ("GAL"), Gabelli & Company, Inc. Profit Sharing Plan (the
"Plan"), Gabelli International Limited ("GIL"), Gabelli Interna-
tional II Limited ("GIL II"), Gabelli International Gold Fund
Limited ("GIGFL"), ALCE Partners, L.P. ("ALCE"), Gabelli
Multimedia Partners, L.P. ("Multimedia Partners"), MJG
Associates, Inc. ("MJG Associates"), Gemini Capital Management
Ltd. ("Gemini"), Gabelli Fund, LDC ("LDC"), Gabelli Foundation,
Inc. ("Foundation"), Gabelli Global Partners, Ltd. ("GGP Ltd."),
Gabelli Global Partners, L.P. ("GGP L.P."), Gabelli European
Partners, Ltd. ("GEP Ltd."), Mario Gabelli, Marc Gabelli, Lynch,
Spinnaker, Western New Mexico, Entoleter, Lynch Telecom, Lynch
Telephone and Inter-Community. Those of the foregoing persons
signing this Schedule 13D are hereafter referred to as the
"Reporting Persons".
Gabelli Partners makes investments for its own account
and is the parent company of GAMI. GAMI, a public company listed
on the New York Stock Exchange, is the parent company for a
variety of companies engaged in the securities business, each of
which is named below.
GAMCO, a wholly-owned subsidiary of GAMI, is an
investment adviser registered under the Investment Advisers Act
of 1940, as amended ("Advisers Act"). GAMCO is an investment
manager providing discretionary managed account services for
employee benefit plans, private investors, endowments, founda-
tions and others.
GSI, a majority-owned subsidiary of GAMI, acts as a
general partner or investment manager to limited partnerships and
offshore investment companies and as a part of its business
regularly purchases and sells securities for its own account. It
is the immediate parent of Gabelli & Company.
Gabelli & Company, a wholly-owned subsidiary of GSI, is
a broker-dealer registered under the Securities Exchange Act of
1934, as amended ("l934 Act"), which as a part of its business
regularly purchases and sells securities for its own account.
GLI, wholly-owned subsidiary of GSI, is a corporation
which currently has no active operations.
Gabelli Associates is a New York limited partnership
whose primary business purpose is risk arbitrage investments.
GSI and Mario Gabelli are the general partners of Gabelli As-
sociates.
GAL is a corporation whose primary business purpose is
risk arbitrage investments. Shares of GAL's common stock are
offered to persons who are neither citizens nor residents of the
United States and may be offered to a limited number of U.S.
investors. GSI is the investment manager of GAL.
Gabelli Funds, a wholly-owned subsidiary of GAMI, is a
limited liability company. Gabelli Funds is an investment adviser
registered under the Advisers Act which presently provides
discretionary advisory services to The Gabelli Equity Trust Inc.,
The Gabelli Asset Fund, The Gabelli Growth Fund, The Gabelli
Convertible Securities Fund, Inc., The Gabelli Value Fund Inc.,
The Gabelli Small Cap Growth Fund, The Gabelli Equity Income
Fund, The Gabelli ABC Fund, The Gabelli Global Telecommunications
Fund, Gabelli Gold Fund, Inc., The Gabelli Global Multimedia
Trust Inc., The Gabelli Global Convertible Securities Fund,
Gabelli Capital Asset Fund, Gabelli International Growth Fund,
Inc., The Gabelli Global Growth Fund, The Gabelli Utility Trust,
The Gabelli Global Opportunity Fund, The Gabelli Utilities Fund
and The Gabelli Blue Chip Value Fund (collectively, the "Funds"),
which are registered investment companies.
Gabelli Advisers, Inc. ("Gabelli Advisers"), a
subsidiary of GAMI, is an investment adviser which provides
discretionary advisory services to The Gabelli Westwood Mighty
Mitessm Fund.
The Plan, a qualified employee profit sharing plan,
covers substantially all employees of GAMI and its affiliates.
GPP is a limited partnership whose primary business
purpose is investing in securities. MJG Associates provides
services to GPP, and Mario Gabelli is the general partner and a
portfolio manager for GPP.
GIL is a corporation whose primary business purpose is
investing in a portfolio of equity securities and securities
convertible into, or exchangeable for, equity securities in order
to achieve its investment objective of significant long-term
growth of capital. Shares of GIL's common stock are offered to
persons who are neither citizens nor residents of the United
States and may be offered to a limited number of U.S. investors.
MJG Associates is the Investment Manager of GIL. Mario Gabelli
is a portfolio manager for GIL and Chairman of the Board of
Directors of GIL.
GIL II is a corporation whose business purpose is
investing primarily in a portfolio of equity securities and
securities convertible into, or exchangeable for, equity securit-
ies in order to achieve its investment objective of significant
long-term growth of capital. Shares of GIL II's common stock are
offered to persons who are neither citizens nor residents of the
United States and may be offered to a limited number of U.S.
investors. MJG Associates is the Investment Manager of GIL II.
Mario Gabelli is a portfolio manager and Chairman of the Board of
Directors of GIL II.
ALCE is an investment limited partnership that seeks long-
term capital appreciation primarily through investments in public
and private equity securities. GSI is a general partner of ALCE.
Multimedia Partners is an investment limited partnership
whose objective is to provide long-term capital appreciation by
investing primarily in public and private multimedia communi-
cations companies. GSI is a general partner of Multimedia
Partners.
GGP L.P. is a partnership whose primary business purpose
is investing in securities on a global basis. Gabelli
Securities, Inc. and Gemini Capital Management, LLC are the
general partners of GGP L.P. and Marc Gabelli is a portfolio
manager for GGP L.P.
GGP Ltd. is a corporation whose primary business purpose
is investing in securities on a global basis. Gabelli Securities
International Limited and Gemini Capital Management, LLC are the
investment advisors of GGP Ltd. and Marc Gabelli is the portfolio
manager for GGP Ltd.
GEP Ltd. is a corporation whose primary business purpose
is investing in securities of European companies. Gabelli
Securities International Limited is the investment advisor of GEP
Ltd. and Marc Gabelli is a portfolio manager for GEP Ltd.
LDC is a corporation whose business purpose is investing
primarily in a portfolio of equity securities and securities
convertible into, or exchangeable for, equity securities in order
to achieve its investment objective of significant long-term
growth of capital. Interests are offered to insurance companies
which do not conduct any business in the United States and which
are licensed where they do business. MJG Associates is the
Investment Manager of LDC. Mario Gabelli is a portfolio manager
for LDC.
MJG Associates provides advisory services to private
investment partnerships and offshore funds. Mario Gabelli is
the sole shareholder, director and employee of MJG Associates.
Gemini is a corporation whose primary business purpose is
to provide advisory services to offshore funds. Marc Gabelli is
the President and Chief Investment Officer of Gemini.
The Foundation is a private foundation. Mario Gabelli is
the President, a Trustee and the Investment Manager of the
Foundation.
Lynch is a public company traded on the American Stock
Exchange engaged in manufacting. Spinnaker, a subsidiary of
Lynch, is also a public company and its stock is traded on the
NASDAQ National Market. Spinnaker is a manufacturing firm with
major subsidiaries in specialty adhesive-backed
materials business. Interactive is a public company listed on
the American Stock Exchange. It is a holding company whose
principal subsidiary is Brighton. Brighton is a 100% owned
subsidiary of Interactive. Brighton is a holding company with
subsidiaries in multimedia and services businesses. Western New
Mexico, a subsidiary of Brighton, provides telephone services in
a service area in Southwestern New Mexico. Inter-Community, which
is also a subsidiary of Brighton, provides local telephone
services in an area 40 miles west of Fargo, North Dakota. Lynch
and Interactive actively pursue new business ventures and
acquisitions.
Mario J. Gabelli is a director, Chairman of the Board
and Chief Executive Officer and a substantial shareholder of
Lynch and Interactive.
Mario Gabelli is the majority stockholder and Chairman
of the Board of Directors and Chief Executive Officer of Gabelli
Partners and GAMI, and the Chief Investment Officer for each of
the Reporting Persons which are entities other than Gemini.
Gabelli Partners is the majority shareholder of GAMI. GAMI, in
turn, is the sole stockholder of GAMCO. GAMI is also the
majority stockholder of GSI and the largest shareholder of
Gabelli Advisers. Gabelli & Company is a wholly-owned subsidiary
of GSI. GLI is a wholly-owned subsidiary of GSI. Marc Gabelli
is the majority stockholder of Gemini.
The Reporting Persons do not admit that they constitute
a group.
Gabelli Partners, GAMI, GAMCO, Gabelli & Company and
GLI are New York corporations and GSI and Gabelli Advisers are
Delaware corporations, each having its principal business office
at One Corporate Center, Rye, New York 10580. Gabelli Funds is a
New York limited liability company having its principal business
office at One Corporate Center, Rye, New York 10580. GPP is a New
York limited partnership having its principal business office at
401 Theodore Fremd Ave., Rye, New York 10580. MJG Associates is
a Connecticut corporation having its principal business office at
401 Theodore Fremd Ave., Rye, New York 10580. Gabelli Associates
is a New York limited partnership having its principal business
office at One Corporate Center, Rye, New York 10580. Alce and
Multimedia Partners and GGP L.P. are Delaware limited
partnerships each having its principal business office at One
Corporate Center, Rye, New York 10580. GAL and GIL are corpora-
tions organized under the laws of the British Virgin Islands,
each having its principal business office at c/o Fortis Fund
Services (Cayman) Limited, Grand Pavillion, Commercial Centre,
802 West Bay Road, Grand Cayman, British West Indies. GGP Ltd.
and GEP Ltd. are corporations organized under the laws of the
Cayman Islands, each having its principal place of business at
Goldman Sachs (Cayman) Trust, Limited, Harbour Center, 2nd Floor,
North Church Street, Grand Cayman, British West Indies. GIL II is
a corporation organized under the laws of the British Virgin
Islands having its principal business office at c/o Coutts &
Company (Cayman) Limited, West Bay Road, Grand Cayman, British
West Indies. Gemini is a Bermuda corporation having its
principal business office at c/o Appleby, Spurling & Kempe, Cedar
House, 41 Cedar Avenue, Hamilton HM12, Bermuda. LDC is a
corporation organized under the laws of the British Virgin
Islands having its pricipal business office at c/o Tremont
(Bermuda) Limited, Tremont House, 4 Park Road, Hamilton HM II,
Bermuda. The Foundation is a private foundation having its
principal offices at 165 West Liberty Street, Reno, Nevada 89501.
Lynch is an Indiana corporation having its principal business
office at 401 Theodore Fremd Avenue, Rye, NY 10580. Spinnaker is
a Delaware corporation having its principal business office at
251 Welton Street, Hamden, CT 06511. Lynch and its affiliates
make investments in marketable securities to preserve capital and
maintain liquidity for financing their business activities and
acquisitions (not in the case of Western New Mexico) and are not
engaged in the business of investing, reinvesting, or trading in
securities. Interactive and Brighton are Delaware corporations
each having its principal place of business at 401 Theodore Fremd
Avenue, Rye, NY 10580.
For information required by instruction C to Schedule
13D with respect to the executive officers and directors of the
foregoing entities and other related persons (collectively,
"Covered Persons"), reference is made to Schedule I annexed
hereto and incorporated herein by reference.
(f) - Reference is made to Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons used an aggregate of approximate-
ly $3,774,420 to purchase the Securities reported as beneficially
owned in Item 5 below. GAMCO and Gabelli Funds used approximately
$3,175,920 and $598,000, respectively, of funds that were
provided through the accounts of certain of their investment
advisory clients (and, in the case of some of such accounts at
GAMCO, may be through borrowings from client margin accounts)in
order to purchase the Securities for such clients.
Item 4. Purpose of Transaction
Each of the Reporting Persons, with the exceptions of
Lynch and its affiliates, has purchased and holds the Securities
reported by it for investment for one or more accounts over which
it has shared, sole, or both investment and/or voting power, for
its own account, or both.
The Reporting Persons, with the exceptions of Lynch and
its affiliates, are engaged in the business of securities
analysis and investment and pursue an investment philosophy of
identifying undervalued situations. In pursuing this investment
philosophy, the Reporting Persons analyze the operations, capital
structure and markets of companies in which they invest,
including the Issuer, on a continuous basis through analysis of
documentation and discussions with knowledgeable industry and
market observers and with representatives of such companies
(often at the invitation of management). The Reporting Persons do
not believe they possess material inside information concerning
the Issuer. As a result of these analytical activities one or
more of the Reporting Persons may issue analysts reports,
participate in interviews or hold discussions with third parties
or with management in which the Reporting Person may suggest or
take a position with respect to potential changes in the opera-
tions, management or capital structure of such companies as a
means of enhancing shareholder values. Such suggestions or
positions may relate to one or more of the transactions specified
in clauses (a) through (j) of Item 4 of the Schedule 13D form,
including, without limitation, such matters as disposing of one
or more businesses, selling the company or acquiring another
company or business, changing operating or marketing strategies,
adopting or not adopting, certain types of anti-takeover measures
and restructuring the company's capitalization or dividend poli-
cy.
Each of the Reporting Persons intends to adhere to the
foregoing investment philosophy with respect to the Issuer. How-
ever, none of the Reporting Persons intends to seek control of
the Issuer or participate in the management of the Issuer, and
any Reporting Person that is registered as an investment company
under the l940 Act will participate in such a transaction only
following receipt of an exemption from the SEC under Rule l7D-l
under the l940 Act, if required, and in accordance with other
applicable law. In pursuing this investment philosophy, each
Reporting Person will continuously assess the Issuer's business,
financial condition, results of operations and prospects, general
economic conditions, the securities markets in general and those
for the Issuer's securities in particular, other developments and
other investment opportunities, as well as the investment
objectives and diversification requirements of its shareholders
or clients and its fiduciary duties to such shareholders or
clients. Depending on such assessments, one or more of the
Reporting Persons may acquire additional Securities or may
determine to sell or otherwise dispose of all or some of its
holdings of Securities. Although the Reporting Persons share the
same basic investment philosophy and although portfolio decisions
are made by or under the supervision of Mario Gabelli, the
investment objectives and diversification requirements of various
clients differ from those of other clients so that one or more
Reporting Persons may be acquiring Securities while others are
disposing of Securities.
With respect to voting of the Securities, the Reporting
Persons have adopted general voting policies relating to voting
on specified issues affecting corporate governance and sharehold-
er values. Under these policies, the Reporting Persons generally
vote all securities over which they have voting power in favor of
cumulative voting, financially reasonable golden parachutes, one
share one vote, management cash incentives and pre-emptive rights
and against greenmail, poison pills, supermajority voting, blank
check preferred stock and super-dilutive stock options.
Exceptions may be made when management otherwise demonstrates
superior sensitivity to the needs of shareholders. In the event
that the aggregate voting position of all joint filers shall
exceed 25% of the total voting position of the issuer then the
proxy voting committees of each of the Funds shall vote their
Fund's shares independently.
Each of the Covered Persons who is not a Reporting
Person has purchased the Securities reported herein as benefi-
cially owned by him for investment for his own account or that of
one or more members of his immediate family. Each such person may
acquire additional Securities or dispose of some or all of the
Securities reported herein with respect to him.
Other than as described above, none of the Reporting
Persons and none of the Covered Persons who is not a Reporting
Person has any present plans or proposals which relate to or
would result in any transaction, change or event specified in
clauses (a) through (j) of Item 4 of the Schedule 13D.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities
to which this Schedule 13D relates is 282,000 shares, repre-
senting 6.73% of the 4,188,666 shares reported as being
outstanding (less treasury shares) in the Issuer's most recently
filed Form 10-K for the fiscal year ended July 31, 2000. The
Reporting Persons beneficially own those Securities as follows:
Shares of % of
Common Class of
Name Stock Common
Gabelli Funds:
As Principal 0 0.00%
As Agent 45,000 1.07%
GAMCO:
As Principal 0 0.00%
As Agent 237,000 5.66%
Marc Gabelli 0 0.00%
Mario Gabelli 0 0.00%
Mario Gabelli is deemed to have beneficial ownership of
the Securities owned beneficially by each of the foregoing
persons other than Marc Gabelli. GAMI and Gabelli Partners are
deemed to have beneficial ownership of the Securities owned
beneficially by each the foregoing persons other than Mario
Gabelli and Marc Gabelli.
(b) Each of the Reporting Persons and Covered Persons has
the sole power to vote or direct the vote and sole power to
dispose or to direct the disposition of the Securities reported
for it, either for its own benefit or for the benefit of its
investment clients or its partners, as the case may be, except
that (i) Gabelli Funds has sole dispositive and
voting power with respect to the shares of the Issuer held by the
Funds so long as the aggregate voting interest of all joint
filers does not exceed 25% of their total voting interest in the
Issuer and, in that event, the Proxy Voting Committee of each
Fund shall respectively vote that Fund's shares, (ii) at any
time, the Proxy Voting Committee of each such Fund may take and
exercise in its sole discretion the entire voting power with
respect to the shares held by such fund under special circum-
stances such as regulatory considerations, and (iii) the power of
Mario Gabelli, Marc Gabelli, MJG Associates, GAMI and Gabelli
Partners is indirect with respect to Securities beneficially
owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the
Securities which were effected during the past sixty days or
since the most recent filing on Schedule 13D, whichever is less,
by each of the Reporting Persons and Covered Persons is set forth
on Schedule II annexed hereto and incorporated herein by refer-
ence.
(d) The investment advisory clients of Gabelli Funds,
Gabelli Advisers, GAMCO, MJG Associates and Gemini, the partners
of the various partnerships managed by Mario Gabelli and GSI
(including GPP, Gabelli Associates, ALCE, and Multimedia Partners
to the extent of their economic interest there-in) and the
shareholders of GIL, GIL II and LDC which Mario Gabelli manages
and GAL which is managed by GSI have the sole right to receive
and, subject to the notice, withdrawal and/or termination provi-
sions of such advisory contracts and partnership arrangements,
the sole power to direct the receipt of dividends from, and the
proceeds of sale of, any of the Securities beneficially owned by
such Reporting Persons. Except as noted, no such client or
partner has an interest by virtue of such relationship that
relates to more than 5% of the Securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The powers of disposition and voting of Gabelli Funds,
Gabelli Advisers, GAMCO, MJG Associates and Gemini with respect to
Securities owned beneficially by them on behalf of their investment
advisory clients, of Mario Gabelli and GSI with respect to
Securities owned beneficially by them on behalf of the partnerships
which they directly or indirectly manage, and of GIL, GIL II, GAL,
LDC and GIGFL with respect to Securities owned beneficially by them
on behalf of their shareholders, are held pursuant to written
agreements with such clients and partnerships.
Item 7. Material to be Filed as an Exhibit
The following Exhibit A is attached hereto. The following
Exhibit B is incorporated by reference to Exhibit B in the
Amendment No. 18 to Schedule 13D filed by certain of the Reporting
Persons with respect to Hector Communications Corporation.
Exhibit A: Joint Filing Agreement
Exhibit B: Power of Attorney to Stephen G. Bondi,
Peter D. Goldstein, and James E. McKee
from Robert E. Dolan.
Power of Attorney to Stephen G. Bondi,
Peter D. Goldstein, and James E. McKee
from Robert E. Dolan.
Power of Attorney to Stephen G. Bondi,
Peter D. Goldstein, and James E. McKee
from Mario J. Gabelli.
Power of Attorney to Stephen G. Bondi,
Peter D. Goldstein, and James E. McKee
from Marc J. Gabelli.
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: December 4, 2000
MARIO J. GABELLI
MARC J. GABELLI
By:/s/____________________________
James E. McKee
Attorney-in-Fact
GABELLI GROUP CAPITAL PARTNERS, INC.
GABELLI ASSET MANAGEMENT INC.
GABELLI FUNDS, LLC
By:/s/____________________________
James E. McKee
Secretary
GAMCO INVESTORS, INC.
By:/s/_____________________________
Douglas R. Jamieson
Executive Vice President
SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
SHARES PURCHASED AVERAGE
DATE SOLD(-) PRICE(2)
COMMON STOCK-OIL DRI CORP AMER
GAMCO INVESTORS, INC.
11/27/00 3,000 9.5000
11/24/00 4,000 9.2000
11/22/00 3,000 8.7292
11/21/00 5,000 8.5000
11/20/00 2,000 7.5893
11/20/00 5,000 7.5893
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NYSE.
(2) PRICE EXCLUDES COMMISSION.
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Entities (as such term is defined
in the Schedule 13D referred to below) on behalf of each of them of
a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock, $0.10 par value per share, of Oil-Dri
Corporation of America and that this Agreement be included as an
Exhibit to such joint filing. This Agreement may be executed in
any number of counterparts all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement this 4th day of December, 2000.
MARIO J. GABELLI
MARC J. GABELLI
GABELLI PERFORMANCE PARTNERSHIP, L. P.
GABELLI INTERNATIONAL LIMITED
GABELLI INTERNATIONAL II LIMITED
GABELLI FUND, LDC
GABELLI FOUNDATION, INC.
GEMINI CAPITAL MANAGEMENT LIMITED
By:/s/____________________________
James E. McKee
Attorney-in-Fact
GABELLI GROUP CAPITAL PARTNERS, INC.
GABELLI ASSET MANAGEMENT INC.
GABELLI FUNDS, LLC
GABELLI SECURITIES, INC.
GLI, INC.
GABELLI & COMPANY, INC.
By:/s/____________________________
James E. McKee
Secretary
ALCE PARTNERS, L.P.
GABELLI MULTIMEDIA PARTNERS, L.P.
GABELLI GLOBAL PARTNERS, L.P.
GABELLI GLOBAL PARTNERS, LTD.
GABELLI ASSOCIATES FUND
GABELLI ASSOCIATES LIMITED
By:/s/____________________________
James E. McKee
Secretary of Gabelli Securities Inc.
LYNCH CORPORATION
SPINNAKER INDUSTRIES, INC.
BRIGHTON COMMUNICATIONS CORPORATION
LYNCH INTERACTIVE CORPORATION
WESTERN NEW MEXICO
INTER-COMMUNITY TELEPHONE COMPANY
By:/s/____________________________
James E. McKee
Attorney-in-Fact
GABELLI & COMPANY, INC.
PROFIT SHARING PLAN
By:/s/_____________________________
Douglas R. Jamieson
Trustee
GAMCO INVESTORS, INC.
By:/s/_____________________________
Douglas R. Jamieson
Executive Vice President