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UNITED STATES
SECURITIES & 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
(Title of Class of Securities)
677864100
(CUSIP Number)
Michael Emanuel, Esq.
c/o Loeb Partners Corporation
61 Broadway, N.Y., N.Y., 10006 (212) 483-7047
(Name, address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 15, 2005
(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 [ ]. Check
the following box if a fee is being paid with statement [ ]. (A fee is not
required only if the following reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described is Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.) Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent. *The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. The information
required on the remained 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 (however, see the Notes).
SCHEDULE 13D
CUSIP NO. 677864100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Partners Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,443 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,854 Shares of Common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,443 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
4,854 Shares of Common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,297 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.25%
14 TYPE OF REPORTING PERSON*
CO, BD, IA
SCHEDULE 13D
CUSIP NO. 677864100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Arbitrage Fund
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 143,696 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 143,696 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
143,696 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.53%
14 TYPE OF REPORTING PERSON*
PN, BD
SCHEDULE 13D
CUSIP NO. 677864100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Offshore Fund Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 13,443 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 13,443 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,443 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.33%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP NO. 677864100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Marathon Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 26,965 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 26,965 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,965 Shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.66%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP NO. 677864100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Marathon Offshore Fund, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,716 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,716 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,716 Shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.24%
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer.
------ -------------------
This statement refers to the Common Stock of Oil-Dri Corporation of America, 410
North Michigan Avenue, Chicago, IL., 60611.
Item 2. Identity and Background.
------ -----------------------
Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 10006, is a New
York limited partnership. It is a registered broker/dealer. Its general partner
is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware corporation, with the
same address. Its President is Gideon J. King. The other officers of LAM are
Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine, Vice
President, Edward J. Campbell, Vice President. Loeb Partners Corporation
("LPC"), 61 Broadway, New York, New York, 10006, is a Delaware corporation. It
is a registered broker/dealer and a registered investment adviser. Thomas L.
Kempner is its President and a director and its Chief Executive Officer. Norman
N. Mintz is a Vice President and also a director. Gideon J. King is Executive
Vice President. Loeb Holding Corporation ("LHC"), a Maryland corporation, 61
Broadway, New York, New York, 10006 is the sole stockholder of LAM and LPC.
Thomas L. Kempner is its President and a director as well as its Chief Executive
Officer and majority stockholder. Norman N. Mintz and Peter A. Tcherepnine are
also directors. Loeb Offshore Fund, Ltd., ("LOF") is a Cayman Islands exempted
company. Loeb Offshore Management, LLC ("LOM") is a Delaware limited liability
company, a registered investment adviser and is wholly owned by Loeb Holding
Corporation. It is the investment adviser of LOF. Gideon J. King and Thomas L.
Kempner are Directors of LOF and Managers of LOM. Loeb Marathon Fund ("LMF") is
a Delaware limited partnership whose general partner is LAM. Loeb Marathon
Offshore Fund Ltd. ("LMOF") is a Cayman Islands exempted company. LOM is the
investment adviser of LMOF. All of the individuals named are United States
citizens. None have been, within the last five years, convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been or are subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Compensation.
------ ------------------------------------------------
Shares of Common Stock were acquired by LAF, LPC, LMF, LOF and LMOF in margin
accounts maintained with Bear Stearns Securities Corp.
Item 4. Purpose of Transaction.
------ ----------------------
LAF, LPC*, LMF, LOF and LMOF ("Loeb") have acquired shares of Common Stock for
investment purposes. Loeb intends to review its investment in the Issuer on a
continuing basis and may engage in discussions with management and the Board of
Directors of the Issuer concerning the business, operations and future plans of
the Issuer. Depending on various factors, including, without limitation, the
Issuer's financial position and investment strategy, the price levels of the
Common Stock, conditions in the securities markets and general economic and
industry conditions, Loeb may in the future take such actions with respect to
its investment in the Issuer as it deems appropriate including, without
limitation, seeking Board representation, making proposals to the Issuer
concerning the capitalization and operations of the Issuer, purchasing
additional Common Stock, selling some or all of its Common Stock, engaging in
short selling of or any hedging or similar transaction with respect to the
Common Stock or changing its intention partially or entirely with respect to any
and all matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a)The persons reporting hereby owned the following shares of Common Stock as
of March 15, 2005.
Shares of Common Stock
Loeb Arbitrage Fund 143,696
Loeb Partners Corporation* 10,297
Loeb Offshore Fund Ltd. 13,443
Loeb Marathon Fund LP 26,965
Loeb Marathon Offshore Fund Ltd. 9,716
----------
204,117
The total shares of Common Stock constitutes 5.02% the 4,066,000 outstanding
shares of Common Stock as reported by the issuer.
-------------------------
*Including 3,550 shares of Common Stock purchased and 72 shares sold for the
account of one customer of Loeb Partners Corporation as to which it has
investment discretion.
(b) See paragraph (a) above.
(c) The following purchases of Common Stock have been made in the last sixty
(60) days by the following:
Purchases of Common Stock
Holder Date Shares Average Price
Loeb Partners Corp.* 01-13-05 200 $18.16
01-14-05 185 18.15
01-21-05 68 18.51
01-24-05 108 18.46
01-25-05 1418 18.51
01-27-05 288 18.51
02-03-05 468 18.51
02-25-05 740 18.38
02-25-05 779 18.39
02-28-05 1783 18.36
03-03-05 319 18.61
03-04-05 276 18.61
03-07-05 153 18.66
03-08-05 153 18.71
03-14-05 168 18.51
03-14-05 308 18.56
03-14-05 183 18.60
03-15-05 142 18.41
Holder Shares Average Price
Loeb Arbitrage Fund 01-13-05 4275 $18.16
01-14-05 6299 18.14
01-21-05 852 18.51
01-24-05 1364 18.46
01-25-05 17902 18.50
01-27-05 3632 18.51
02-03-05 8732 18.51
02-25-05 5750 18.36
02-25-05 15448 18.39
02-28-05 24888 18.36
03-03-05 8853 18.61
03-04-05 3863 18.61
03-07-05 2147 18.66
03-08-05 2147 18.70
03-14-05 601 18.51
03-14-05 4291 18.61
03-14-05 4291 18.51
03-15-05 1973 18.41
Holder Shares Average Price
Loeb Offshore Fund 01-13-05 375 $18.16
01-14-05 791 18.14
01-21-05 80 18.51
01-24-05 128 18.46
01-25-05 1680 18.50
01-27-05 341 18.51
02-03-05 800 18.51
02-25-05 1445 18.39
02-25-05 538 18.36
02-28-05 2329 18.36
03-03-05 828 18.61
03-04-05 361 18.61
03-07-05 200 18.66
03-08-05 200 18.70
03-14-05 56 18.51
03-14-05 401 18.51
03-14-05 401 18.61
03-15-05 185 18.41
Holder Shares Average Price
Loeb Marathon Fund LP 01-25-05 175 $18.48
01-27-05 3739 18.51
02-23-05 5613 18.48
02-24-05 3508 18.52
02-25-05 4403 18.39
02-25-05 431 18.39
02-28-05 597 18.39
03-04-05 367 18.61
03-07-05 74 18.66
03-08-05 74 18.71
03-10-05 11 18.71
03-15-05 74 18.41
Holder Date Shares Average Price
Loeb Marathon Offshore 02-23-05 2387 $18.48
02-24-05 1492 18.51
02-25-05 597 18.39
02-25-05 166 18.39
03-04-05 133 18.61
03-07-05 26 18.66
03-08-05 26 18.70
Fund, Ltd. 03-10-05 15 18.71
03-15-05 26 18.41
Sales of Common Stock
Holder Date Shares Average Price
Loeb Partners Corp.* 03-08-05 153 $18.66
Holder Date Shares Average Price
Loeb Arbitrage Fund 03-08-05 2147 $18.66
Holder Date Shares Average Price
Loeb Offshore Fund 03-08-05 200 $18.66
Holder Date Shares Average Price
Loeb Marathon Fund LP 02-01-05 1146 $18.18
02-24-05 5613 18.48
02-28-05 791 18.23
02-28-05 597 18.39
03-08-05 74 18.66
Holder Date Shares Average Price
Loeb Marathon Offshore 01-25-05 175 $18.45
Fund, Ltd. 01-31-05 390 18.33
02-24-05 2387 18.48
02-28-05 83 18.23
02-28-05 597 18.39
02-28-05 65 18.23
03-08-05 26 18.66
03-10-05 26 18.70
-------------------
*Including 3,550 shares of Common Stock purchased and 72 Common Stock sold for
the account of one customer of Loeb Partners Corporation as to which it has
investment discretion.
All reported transactions were effected on NYSE.
(d) Not applicable.
(e). Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to
the Issuer.
None.
Item 7. Materials to be Filed as Exhibits.
None.
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.
March 18, 2005 Loeb Partners Corporation
By: /s/ Gideon J. King
Executive Vice President
March 18, 2005 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
President
March 18, 2005 Loeb Offshore Fund Ltd.
By: /s/ Gideon J. King
Director
March 18, 2005 Loeb Marathon Fund LP
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
President
March 18, 2005 Loeb Marathon Offshore Fund Ltd.
By: /s/ Gideon J. King
Director