SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 2
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)
July 2, 1996
(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 12 Pages Exhibit Index at Page 10
<PAGE>
1 NAMES OF REPORTIN PERSONS,
S.S. OR I.R.S. IDENTIFICATION NO. Richard M. Jaffee ###-##-####
Robert D. 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF 7 SOLE VOTING POWER
SHARES Richard M. Jaffee 1,153,256 Class B Shares
BENEFICIALLY 11,392 Common Shares
OWNED BY EACH (on all issues except
REPORTING election of Robert D.
PERSON WITH Jaffee to Oil-Dri's Board)
Robert D. Jaffee 599,116 Class B Shares
No Common Shares
8 SHARED VOTING POWER
Robert D. Jaffee
and Richard M. Jaffee 1,832,372 Class B Shares*
11,392 Common Shares
(On election of Robert D.
Jaffee to Oil-Dri's Board)
*NOTE: Includes 80,000 Class B Shares
owned by Mrs. Shirley Jaffee (wife of Richard M.
Jaffee), as Trustee under the Shirley Jaffee
Declaration of Trust dated July 12, 1993. Mrs.
Jaffee's voting of these Class B Shares has been
consistent with Mr. Richard M. Jaffee's voting.
9 SOLE DISPOSITIVE POWER
Richard M. Jaffee 1,153,256 Class B Shares
11,392 Common Shares
Robert D. Jaffee 599,116 Class B Shares
No Common Shares
10 SHARED DISPOSITIVE POWER None.
<PAGE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Richard M. Jaffee 1,832,372 Class B Shares
and Robert D. Jaffee 11,392 Common Shares
(Aggregated because of
Shared Voting Power -
- see 8 above.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
Richard M. Jaffee 89.7% of the Class B Shares
and Robert D. Jaffee and .2% of the Common Shares,
together representing 73% of
the voting power of Issuer's
outstanding stock at
July 31, 1996. (See Item 5.)
14 TYPE OF REPORTING PERSON
Richard M. Jaffee IN
Robert D. Jaffee IN
<PAGE>
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
Richard M. Jaffee
(a) Richard M. Jaffee
(b) Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(c) Chief Executive Officer
Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(d) No
(e) No
(f) United States
Robert D. Jaffee
(a) Robert D. Jaffee
(b) 650 Dundee Road
Suite 280
Northbrook, IL 60062
(c) Chairman
Amco Corporation
901 North Kilpatrick Avenue
Chicago, Illinois 60651
(d) No
(e) No
(f) United States
Item 3. Source and Amount of Funds or Other Consideration
No purchase of securities of Oil-
Dri Corporation of America ("Oil-Dri") was involved.
<PAGE>
A voting agreement was entered into between
Richard M. Jaffee ("Richard") and Robert D. Jaffee
("Robert"), his brother, on December 1, 1992, in
connection with the sale of certain of Richard's shares
of stock in a family corporation, Amco Corporation
("Amco"), to Amco, in which Robert is a principal
shareholder. Richard agreed that, so long as the note
which Amco issued in partial payment for those shares
remained outstanding (the due date of the note is
December 1, 1999, and it may be prepaid), (i) he would
use his best efforts to cause the Board of Directors of
Oil-Dri to nominate Robert to serve as a director of
Oil-Dri, but that he need not do so if he concludes in
good faith that such nomination would not be consistent
with his fiduciary duties to Oil-Dri and its
shareholders or would be contrary to any provision of
law, and that (ii) he would vote his shares of Oil-Dri
in any election of directors to elect Robert to Oil-
Dri's Board.
Item 4. Purpose of Transaction
The purpose of Robert's acquisition of shared
voting power over Richard's Oil-Dri Common Stock in
December of 1992 was to further assure Robert's future
nomination and election as an Oil-Dri director.
(Sec. 3 above.) Richard and Robert have 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.
<PAGE>
Item 5. Interest in Securities of the Issuer
Richard M. Jaffee
(a) Aggregate Number and Percentage of Class
Beneficially Owned. Separately, Richard M. Jaffee
owns beneficially 1,153,256 shares of Class B
Stock of Oil-Dri and 11,392 shares of Common Stock
of Oil-Dri. The Class B Stock and 2,292 shares of
the Common Stock are held by Richard M. Jaffee as
Trustee under the Richard M. Jaffee Revocable
Trust of June 21, 1974, as amended. In addition,
80,000 shares of Class B Stock held by Mr.
Jaffee's wife, as Trustee under the Shirley Jaffee
Declaration of Trust dated July 12, 1993, are
treated for purposes of this Report as
beneficially owned by Mr. Richard M. Jaffee, since
Mrs. Jaffee has voted these shares consistent with
Mr. Jaffee's voting. The 11,392 shares of Common
Stock beneficially owned by Richard M. Jaffee
include 9,000 shares which he has the right to
acquire within 60 days of the date of this filing
through exercise of an option granted August 29,
1994 for purchase of a total of 22,500 shares
under the Oil-Dri 1988 Stock Option Plan. The
remaining options to purchase shares under that
grant are exercisable in increments of 20% of the
total grant on July 29, 1997, 1998, and 1999. Mr.
Richard M. Jaffee also holds an option granted
October 5, 1995 under the Oil-Dri 1995 Long-Term
Incentive Plan to acquire 20,000 shares of Oil-Dri
Class A Common Stock, or if no Class A Common
Stock is issued and publicly traded on any
securities market when the option is exercised,
then Oil-Dri Common Stock. At the date of this
filing, no part of that option is exercisable
within 60 days; so no part is treated as
beneficially owned for purposes of this Schedule
13D. The option becomes exercisable in 25%
increments on October 5, 1997, 1998, 1999, and
2000.
When, because of the voting arrangement,
shares beneficially owned by Robert D. Jaffee are
added and considered beneficially owned by Richard
M. Jaffee, Richard M. Jaffee then owns
beneficially 1,832,372 Class B Shares and 11,392
Common Shares. That constitutes 89.7% of the
Class B Stock and .2% of the Common Stock
outstanding at July 31, 1996, and, since the
Class B Stock is entitled to 10 votes per share,
constitutes 73% of the voting power of Oil-Dri's
Common and Class B Stock.
(b) Sole Power to Vote or Direct Vote.
1,153,256 shares of Class B Stock and 11,392
shares of Common Stock (on all issues except Board
election of Robert D. Jaffee).
Shared Power to Vote or Direct Vote:
1,832,372 shares of Class B Stock and 11,392
shares of Common Stock (on Board election of
Robert D. Jaffee).
<PAGE>
Sole Power to Dispose or Direct
Disposition: 1,153,256 shares of Class B Stock
and 11,392 shares of Common Stock.
Shared Power to Dispose or Direct
Disposition: None.
(c) During the past 60 days, Mr. Richard M.
Jaffee effected the following transactions: NONE
(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.
Robert D. Jaffee
(a) Aggregate Number and Percentage of Class
Beneficially Owned. Separately, Robert D. Jaffee
owns beneficially 599,116 shares of Class B Stock
of Oil-Dri and no shares of Common Stock of Oil-
Dri. The Class B Stock is held by Robert D.
Jaffee as Trustee of the Robert D. Jaffee
Revocable Trust of July 29, 1974, as amended.
When, because of the voting arrangement,
shares beneficially owned by Richard M. Jaffee are
considered beneficially owned by Robert D. Jaffee,
Robert D. Jaffee then owns beneficially 1,832,372
Class B Shares and 11,392 Common Shares. That
constitutes 89.7% of the Class B Stock and .2% of
the Common Stock outstanding at July 31, 1996,
and, since the Class B Stock is entitled to 10
votes per share, constitutes 73% of the voting
power of Oil-Dri's Common and Class B Stock.
(b) Sole Power to Direct Vote: 599,116
shares of Class B Stock and no shares of Common
Stock.
Shared Power to Vote or Direct Vote:
1,832,372 shares of Class B Stock and 11,392
shares of Class B Stock (on Board election of
Robert D. Jaffee).
Sole Power to Dispose or Direct
Disposition: 599,116 shares of Class B Stock and
no shares of Common Stock.
Shared Power to Dispose or Direct
Disposition: None.
(c) During the past 60 days, Mr. Robert D.
Jaffee effected the following transactions:
<PAGE>
<TABLE>
<CAPTION>
Amount of Price
Securities Nature of Per Where and
Date Involved Transaction Share How Effected
<C> <C> <S> <C> <C> <S>
7/1/96 2,000 Class B Conversion & 14.625 NY Stock Exchange Open
Sale* Market Sale
<C> <C> <S> <C> <C> <S>
7/2/96 5,000 Class B Conversion & 14.62 NY Stock Exchange Open
Sale* Market Sale
<C> <C> <S> <C> <C> <S>
7/3/96 10,201 Class B Conversion & 14.377 NY Stock Exchange Open
Sale* Market Sale
<C> <C> <S> <C> <C> <S>
7/10/96 300 Class B Conversion & 14.5 NY Stock Exchange Open
Sale* Market Sale
<C> <C> <S> <C> <C> <S>
7/11/96 2360 Class B Conversion & 14.5 NY Stock Exchange Open
Sale* Market Sale
</TABLE>
* Conversion of Class B Stock in Trust ownership to Common
Stock upon sale of said stock.
** In addition, Phyllis Jaffee, Robert Jaffee's spouse,
effected a private sale of 8,771 shares of Class B Stock to
Blue Mountain Production Company, a subsidiary of Oil-Dri at
a price of $14.50 per share. Those shares were converted to
Common Shares upon sale
(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 security.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
See Item 4.
Item 7. Material to be Filed as Exhibits
1. Copy of Voting Agreement.
2. Joint Filing Agreement pursuant to
Rule 13d-1(f)(1) dated as of
August 16, 1996, between Richard M.
and Robert D. Jaffee.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: August 16, 1996
/S/RICHARD M. JAFFEE
(Signature)
Richard M. Jaffee
/S/ROBERT D. JAFFEE
(Signature
Robert D. Jaffee
<PAGE>
INDEX TO EXHIBITS
Exhibit Description Sequentially
Numbered
Page
1. Copy of Voting Agreement 11
2. Joint Filing Agreement Pursuant to 12
Rule 13d-l(f)(1) dated as of August 16,
1996, among the Reporting Persons
<PAGE>
EXHIBIT 1
TO
FORM 13D
DATED AUGUST 16, 1996
Except for the voting agreement which follows, all of the
Agreement relating to the sale, effective December 1, 1992, of
certain shares of stock of Amco Corporation ("Amco") by Richard
M. Jaffee, as Trustee, to Amco has been omitted as confidential
and filed separately with the Securities and Exchange Commission.
"10. Board of Directors
(a) . . . . . .
(b) Richard M. Jaffee hereby agrees to use
his best efforts to cause the Board of Directors
of Oil-Dri Corporation to nominate Robert D.
Jaffee to serve as a director of Oil-Dri
Corporation. Richard M. Jaffee need not use such
best efforts if he concludes in good faith that
such nomination would not be consistent with his
fiduciary duties to Oil-Dri Corporation and its
shareholders or would be contrary to any provision
of law; but in such event he shall so notify
Robert D. Jaffee in writing specifying the reasons
for such determination. Richard M. Jaffee shall
vote all of his Shares of Oil-Dri Corporation
Stock in any election of directors to elect
Robert D. Jaffee to the Board of Directors of Oil-
Dri Corporation."
<PAGE>
EXHIBIT 2
To
FORM 13D
DATED August 16, 1996
AGREEMENT RE JOINT FILING OF
SCHEDULE 13D (RULE 13d-1(f)(1))
Each of the undersigned agrees as follows:
(i) The Schedule 13D to which this Exhibit is attached is
filed on behalf of each of the undersigned.
(ii) Each of the undersigned is responsible for the timely
filing of such Schedule 13D and any amendments thereto, and for
the completeness and accuracy of the information concerning such
entities contained therein; but each of such entities is not
responsible for the completeness or accuracy of the information
concerning the other entities making the filing, unless such
entity knows or has reason to believe that such information is
inaccurate.
This Agreement may be executed in one or more counterparts.
August 16, 1996.
/S/RICHARD M. JAFFEE
Richard M. Jaffee
/S/ROBERT D. JAFFEE
Robert D. Jaffee
