UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported)
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June
12, 2009
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Oil-Dri
Corporation of America
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-12622
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36-2048898
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(State
or other jurisdiction of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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410
North Michigan Avenue
Suite
400
Chicago,
Illinois
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60611-4213
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(312)
321-1515
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(Former
name or former address, if changed since last report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01
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Other
Events.
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On June 12, 2009, Oil-Dri Corporation
of America (the “Registrant”) issued a press release announcing expected
decreased sales to its largest customer. A copy of the Registrant’s
press release announcing these matters is attached as Exhibit 99.1, and the
information contained therein is incorporated herein by reference.
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Item 9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
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Exhibit
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Number
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Description
of Exhibits
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99.1
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Press
Release dated June 12, 2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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OIL-DRI
CORPORATION OF AMERICA
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By:
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/s/ Charles P.
Brissman
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Charles
P. Brissman
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Vice
President and General Counsel
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Date: June
12, 2009
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Exhibit
Index
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Exhibit
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Number
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Description
of Exhibits
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99.1
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Press
Release dated June 12, 2009
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 |
Exhibit
99.1
News
Release
Release:Immediate Contact: Ronda J.
Williams
312-706-3232
Oil-Dri
Announces Expected Decreased Sales to Largest Customer
CHICAGO
– (June 12, 2009) – Oil-Dri Corporation of America (NYSE: ODC) today
announced that it expects to lose a material amount of branded cat litter
sales and related profitability with its largest
customer. Yesterday, this customer informed Oil-Dri that it has
decided to emphasize a reduced number of cat litter brands and the
customer’s own private label cat litter products in its
stores. As a result, Oil-Dri expects to maintain distribution
of branded cat litter products only in those markets where its brands fit
this customer’s strategy but will lose distribution where they do
not. The customer indicated that these changes are scheduled to
go into effect during August 2009; therefore, Oil-Dri does not expect the
changes to have a material effect on the current fiscal year, which ends
July 31, 2009.
Oil-Dri
President and Chief Executive Officer Daniel S. Jaffee commented, “We
believe that these changes will have a materially negative impact on
fiscal 2010 sales and net income. We feel fortunate that we
expect to maintain our private label relationship with this customer and
that we have the opportunity to implement initiatives to reduce the
economic impact of their decision. Given everything we see at
this time, we expect that we will deliver meaningful earnings in fiscal
2010, though most likely below what we have reported in the past couple of
fiscal years.”
Jaffee
continued, “We remain confident about our branded scoopable cat litter
products’ unique points of difference and believe that we have the
opportunity to offset some of these lost sales by growing our branded cat
litter sales to our other retail partners.”
###
Oil-Dri
Corporation of America is a leading supplier of specialty sorbent products
for agricultural, horticultural, fluids purification, specialty markets,
industrial and automotive, and is the world’s largest manufacturer of cat
litter.
Certain
statements in this press release may contain forward-looking statements
that are based on our current expectations, estimates, forecasts and
projections about our future performance, our business, our beliefs, and
our management’s assumptions. In addition, we, or others on our behalf,
may make forward-looking statements in other press releases or written
statements, or in our communications and discussions with investors and
analysts in the normal course of business through meetings, webcasts,
phone calls, and conference calls. Words such as “expect,”
“outlook,” “forecast,” “would”, “could,” “should,” “project,” “intend,”
“plan,” “continue,” “believe,” “seek,” “estimate,” “anticipate,”
“believe”, “may,” “assume,” variations of such words and similar
expressions are intended to identify such forward-looking statements,
which are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995.
Such
statements are subject to certain risks, uncertainties and assumptions
that could cause actual results to differ materially including, but not
limited to, the dependence of our future growth and financial performance
on successful new product introductions, intense competition in our
markets, volatility of our quarterly results, risks associated with
acquisitions, our dependence on a limited number of customers for a large
portion of our net sales and other risks, uncertainties and assumptions
that are described in Item 1A (Risk Factors) of our most recent Annual
Report on Form 10-K and other reports we file with the Securities and
Exchange Commission.
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Should one or more of these or other
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, our actual results may vary materially from those anticipated,
intended, expected, believed, estimated, projected or planned. You
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this press release. Except to the
extent required by law, we do not have any intention or obligation to update
publicly any forward-looking statements after the distribution of this press
release, whether as a result of new information, future events, changes in
assumptions, or otherwise.