-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ppc11x/lHDocxIRzCDHyXHMSy99VqLZJNjzehLwgrmsyv2ryr8sHR6YJUmohC4er Jx5vi9c37nd6iUWKzEXxJg== 0000950137-98-000157.txt : 19980122 0000950137-98-000157.hdr.sgml : 19980122 ACCESSION NUMBER: 0000950137-98-000157 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980121 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OIL DRI CORPORATION 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 13D/A SEC ACT: SEC FILE NUMBER: 005-10506 FILM NUMBER: 98510301 BUSINESS ADDRESS: STREET 1: 410 N MICHIGAN AVE STE 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 CORP OF AMERICA INC DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JAFFEE RICHARD M CENTRAL INDEX KEY: 0000904861 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: OIL DRI CORPORATION OF AMERICA STREET 2: 410 N MICHIGAN AVE STE 400 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3123211515 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 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) Maryon Gray, 410 N. Michigan Ave., Ste. 400, Chicago, IL 60611 --------------------------------------------------------------- 312-321-1515 ------------ (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) December 24, 1997 ----------------- (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 8 Pages 2 CUSIP NO. 677864 10 0 13D Page 2 of 8 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Richard M. 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 650,943 Class B Shares NUMBER OF 20,792 Common Shares SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 629,387 Class B Shares 100 Common Shares OWNED BY ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 650,943 Class B Shares REPORTING 20,792 Common Shares PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 550,000 Class B Shares 100 Common Shares - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,280,330 Class B Shares 20,892 Common Shares - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 70.4% of the Class B Shares and .5% of the Common Shares, together represented 56.7% of the voting power of Issuer's outstanding stock at December 31, 1997. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 3 CUSIP No. 677864 10 0 13D Page 3 of 8 Pages 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 (a) Richard M. Jaffee (b) Oil-Dri Corporation of America 410 North Michigan Avenue Suite 400 Chicago, Illinois 60611 (c) Chairman of the Board Oil-Dri Corporation of America 410 North Michigan Avenue Suite 400 Chicago, Illinois 60611 (d) No (e) No (f) United States This Schedule 13-D amends the prior filing of Mr. Jaffee individually to reflect his becoming a member of a group consisting of, in addition to himself: Jaffee Investment Partnership, L.P., Shirley H. Jaffee, Susan Jaffee Hardin, Karen Jaffee Cofsky, Nancy E. Jaffee, Daniel S. Jaffee. A Schedule 13-D for that group giving 13-D information for all members of the group has been filed on the same day as this Schedule is filed. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION No purchase of securities of Oil-Dri Corporation of America ("Oil-Dri") was involved. 4 CUSIP No. 677864 10 0 13D Page 4 of 8 Pages ITEM 4. PURPOSE OF TRANSACTION This Amendment reflects a transaction by Richard M. Jaffee in connection with the formation of the Jaffee Investment Partnership, L.P. (see Item 2 above). Mr. Jaffee has 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. 5 CUSIP No. 677864 10 0 13D Page 5 of 8 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The aggregate number and percentage of Class B shares (outstanding at December 31, 1997) beneficially owned by Richard M. Jaffee and the aggregate number and percentage of Common Shares (outstanding at December 31, 1997) beneficially owned by Mr. Jaffee is shown below. The percentage of total voting power of all shares beneficially owned is also shown. Note that Class B shares are entitled to 10 votes per share.
Name # of % of # of % of % of Voting Class B Detail of Class B Class B Common Detail of Common Share Common Power Shares Share Ownership Shares Shares Ownership Shares - ------------------------------------------------------------------------------------------------------------------------- Richard M. 1,280,330 650,943 shares held by 70.4% 20,892 2,292 shares held by .5% Jaffee Richard M. Jaffee as Richard M. Jaffee as Trustee under the Trustee under the Voting Power Richard M. Jaffee Richard M. Jaffee 56.7% Revocable Trust of Revocable Trust of 6/21/74. 6/21/74. 550,000 shares held by 100 shares held in joint the Jaffee Investment tenancy with spouse. Partnership, LP 18,500 shares are in the 79,387 shares held by form of employee stock spouse, Shirley H. options exercisable Jaffee, as trustee under within 60 days of the the Shirley H. Jaffee date of this filing. Declaration of Trust of 7/12/93. Mrs. Jaffee has voted these shares consistent with Mr. Jaffee's voting.
6 CUSIP No. 677864 10 0 13D Page 6 of 8 Pages (b) The voting power and power of disposition is shown below.
Sole Shared Detail of Shared Sole Voting Shared Voting Dispositive Dispositive Dispositive Name Power Power Detail of Shared Voting Power Power Power Power - -------------------------------------------------------------------------------------------------------------------------------- Richard M. 650,943 Class 629,387 Class 550,000 Class B shares held by 650,943 550,000 Class B shares Jaffee B Shares B Shares the Jaffee Investment Class B Class B held by the Partnership, LP. Shares Shares Jaffee Investment 20,792 100 79,387 Class B shares held by Partnership, LP. Common Shares Common Shares spouse, Shirley H. Jaffee, as trustee under the Shirley H. Jaffee Declaration of Trust of 100 Common Shares 7/12/93. Common held in joint Mrs. Jaffee has voted these Shares tenancy with shares consistent with Mr. spouse. Jaffee's voting. Common Shares held in joint tenancy with spouse.
(c) Transactions in last 60 days are shown below. All of the transactions were private transfers. Price per share was not applicable to the transactions.
# of Securities Name Date Involved Nature of Transaction ---------------------------------------------------------------------------------------------- Richard M. Jaffee 12/22/1997 248,350 Class B Gift to Shirley H. Jaffee, spouse* Shares 12/24/1997 250,000 Class B Transfer to Jaffee Investment Shares Partnership, LP*
* Transactions do not reflect form of ownership or changes in form of ownership which were reported in full on Form 4 for Richard M. Jaffee filed with the SEC on 1/11/98. (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. 7 CUSIP No. 677864 10 0 13D Page 7 of 8 Pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Limited Partnership Agreement ("Agreement") of Jaffee Investment Partnership, L.P. provides that, subject to the limitations of the Agreement, the General Partners manage the partnership business, with all rights and powers of general partners as provided in the Delaware Revised Uniform Partnership Act. It further provides that certain decisions (distributions to Partners, sale, assignment or mortgage of, grant of security interest in, or pledge of, a Partnership Interest, borrowing, or lending, or purchasing of any security) cannot be made unless approved by a majority of the Units held by General Partners. It grants the power and authority over day-to-day decisions to Richard M. Jaffee as Managing General Partner. (Day-to-day decisions include the investment and reinvestment of Partnership assets in any property, including stock of any corporation.) (See Exhibit B attached.) ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None - See Jaffee Investment Partnership, L.P. Partnership Agreement filed as Exhibit 2 to Schedule 13-D filed by Richard M. Jaffee and other members of the partnership group. 8 CUSIP No. 677864 10 0 13D Page 8 of 8 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: January 16, 1998 /s/ RICHARD M. JAFFEE ---------------------------------- (Signature) Richard M. Jaffee -----END PRIVACY-ENHANCED MESSAGE-----