0000905718-13-000090.txt : 20130214 0000905718-13-000090.hdr.sgml : 20130214 20130214172716 ACCESSION NUMBER: 0000905718-13-000090 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OIL DRI CORP OF AMERICA CENTRAL INDEX KEY: 0000074046 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 362048898 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10781 FILM NUMBER: 13616292 BUSINESS ADDRESS: STREET 1: 410 NORTH MICHIGAN AVENUE STREET 2: SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3123211515 MAIL ADDRESS: STREET 1: 410 NORTH MICHIGAN AVENUE STREET 2: SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60611 FORMER COMPANY: FORMER CONFORMED NAME: OIL DRI CORPORATION OF AMERICA DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: OIL DRI CORP OF AMERICA INC DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Harvey Partners, LLC CENTRAL INDEX KEY: 0001406484 IRS NUMBER: 203760303 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 135 EAST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 389-8760 MAIL ADDRESS: STREET 1: 135 EAST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 oildri13gam2.htm AMENDMENT NO. 2 oildri13gam2.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
(Amendment No. 2)*
 
 
Under the Securities Exchange Act of 1934
 
 
 
Oil-Dri Corporation of America
(Name of Issuer)
 
Common Stock, par value $0.10
(Title of Class of Securities)
 
677864100
(CUSIP Number)
 
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
 
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
[   ]  Rule 13d-1(b)
[X]  Rule 13d-1(c)
[   ]  Rule 13d-1(d)
 
 
 
*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 the disclosures provided in a prior cover page.
 
The information required in 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 (however, see the Notes).
 

 
 
 
 
 
CUSIP NO.  677864100
 
     
(1)
Names of Reporting Persons.  I.R.S. Identification Nos. of Above Persons (entities only):
  
 
 
  
 
        Harvey Partners, LLC
  
          20-3760303  
     
 
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)  
          
     (b)  
          
         
 
(3)
SEC Use Only
  
     
 
(4)
Citizenship or Place of Organization:   Delaware, United States
  
     
 
Number of Shares Beneficially Owned by
Each Reporting Person With
(5)  Sole Voting Power:
298,201*
  
(6)  Shared Voting Power:
0  
 
(7)  Sole Dispositive Power:
298,201*
  
(8)  Shared Dispositive Power:
0  
   
 
   
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person:    298,201*
   
   
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):     [    ]
   
   
(11)
Percent of Class Represented by Amount in Row (9):    6.11%*
   
   
(12)
Type of Reporting Person (See Instructions):    IA
   
 
* Based on the information set forth in the Quarterly Report on Form 10-Q of Oil-Dri Corporation of America (the “Company”) filed with the Securities and Exchange Commission on December 7, 2012, there were 4,879,226 shares of the Company’s common stock, par value $0.10 (the “Common Stock”), outstanding as of October 31, 2012.  As of December 31, 2012, Harvey SMidCap Fund, LP, a Delaware limited partnership (“SMidCap Fund”), held 60,888 shares of Common Stock, Harvey SMidCap Offshore Fund, Ltd., a Cayman Islands exempted company (“SMidCap Offshore Fund”), held 144,687 shares of Common Stock, and Harvey QP, LP, a Delaware limited partnership (“Harvey QP”), held 92,626 shares of Common Stock. Harvey Partners, LLC, a Delaware limited liability company (“Harvey Partners”), is the investment manager of SMidCap Fund, SMidCap Offshore Fund and Harvey QP, and as such, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by SMidCap Fund, SMidCap Offshore Fund and Harvey QP.  James A. Schwartz and Jeffrey C. Moskowitz, the Managing Members of Harvey Partners, share voting and investment power with respect to all securities beneficially owned by Harvey Partners.


 
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Item 1(a)  Name Of Issuer:   Oil-Dri Corporation of America
 
Item 1(b)  Address of Issuer’s Principal Executive Offices:   410 North Michigan Avenue, Suite 400, Chicago, Illinois  60611
 
 
Item 2(a)  Name of Person Filing:   Harvey Partners, LLC
 
Item 2(b)  Address  of  Principal  Business  Office  or,  if  None,  Residence:   135 East 57th Street, 24th Floor, New York, New York  10022
 
Item 2(c)  Citizenship:   Harvey Partners, LLC is a Delaware limited liability company.
 
Item 2(d)  Title of Class of Securities:   Common Stock, par value $0.10
 
Item 2(e)  CUSIP No.:   677864100
 
 
Item 3.    If  This  Statement Is  Filed  Pursuant  to  Section  240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:   
 
       Not Applicable.
 
 
Item 4.  Ownership:
 
  
 
 
(a)
Amount Beneficially Owned (as of December 31, 2012):
 298,201*  
         
 
(b)
Percent of Class (as of December 31, 2012):
  6.11%*  
         
   (c) Number of shares as to which such person has:    
 
   
(i)
sole power to vote or to direct the vote:
 298,201*
  
           
   
(ii)
shared power to vote or to direct the vote:
 0  
 
           
   
(iii)
sole power to dispose or to direct the disposition of:
 298,201*
  
           
   
(iv)
shared power to dispose or to direct the disposition of:
 0  
 

----------------------
* Based on the information set forth in the Quarterly Report on Form 10-Q of Oil-Dri Corporation of America (the “Company”) filed with the Securities and Exchange Commission on December 7, 2012, there were 4,879,226 shares of the Company’s common stock, par value $0.10 (the “Common Stock”), outstanding as of October 31, 2012.  As of December 31, 2012, Harvey SMidCap Fund, LP, a Delaware limited partnership (“SMidCap Fund”), held 60,888 shares of Common Stock, Harvey SMidCap Offshore Fund, Ltd., a Cayman Islands exempted company (“SMidCap Offshore Fund”), held 144,687 shares of Common Stock, and Harvey QP, LP, a Delaware limited partnership (“Harvey QP”), held 92,626 shares of Common Stock. Harvey Partners, LLC, a Delaware limited liability company (“Harvey Partners”), is the investment manager of SMidCap Fund, SMidCap Offshore Fund and Harvey QP, and as such, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by SMidCap Fund, SMidCap Offshore Fund and Harvey QP.  James A. Schwartz and Jeffrey C. Moskowitz, the Managing Members of Harvey Partners, share voting and investment power with respect to all securities beneficially owned by Harvey Partners.
 
 
 
-3-
 
 
 
 

 
Item 5.    Ownership of Five Percent or Less of a Class
 
       If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the owner of more than five percent of the class of securities, check the following:  [    ]
 
 
Item 6.   Ownership of More Than Five Percent on Behalf of Another Person
 
       Not Applicable.
 
 
Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
 
       Not Applicable.
 
 
Item 8.    Identification and Classification of Members of the Group
 
       Not Applicable.
 
 
Item 9.    Notice of Dissolution of Group
 
       Not Applicable.
 
 
Item 10.     Certification
 
       By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
 
-4-
 

 
 
 
 

 

 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.

 
 
February 14, 2013
   
 
HARVEY PARTNERS, LLC
   
       
 
By:
/s/ Jeffrey C. Moskowitz
  
   
Name:  Jeffrey C. Moskowitz
Title:  Managing Member
  
   
     

 
 

 
Attention:  Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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