SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
OIL-DRI CORPORATION OF AMERICA
__________________________________________________________________________
(Name of Registrant as Specified in its Charter)
__________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-
11(1)
(1) Title of each class of securities to which transaction applies:
__________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
__________________________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11(set forth the amount on
which the filing fee is calculated and state how it was determined).
__________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
__________________________________________________________________________
(5) Total fee paid:
__________________________________________________________________________
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, on the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________
(3) Filing Party:
________________________________
(4) Date Filed:
________________________________
<PAGE>
[LOGO]
OIL-DRI CORPORATION OF AMERICA
November 4, 1996
Dear Stockholder:
On behalf of the Board of Directors and Management, I would like to
invite you to attend Oil-Dri's Annual Meeting of Stockholders, which will
be held at 10:30 a.m. on December 10, 1996, at the Standard Club, 320
South Plymouth Court, Chicago, Illinois.
The matters expected to be acted upon at this meeting are the
election of ten directors, and any other business that may properly come
before the meeting. In addition to the formal portion of the meeting we
will take time to review the results of the past year and look at some of
the opportunities which lie ahead.
We hope you will be able to attend our 1996 Annual Meeting.
However, whether or not you are personally present, it is important that
your shares be represented. Accordingly please mark, sign, date and mail
your proxy card in the enclosed envelope provided for this purpose.
Sincerely,
[Sig.]
Richard M. Jaffee
Chairman and Chief Executive Officer
<PAGE>
OIL-DRI CORPORATION OF AMERICA
Notice of Annual Meeting of Stockholders
To be held on December 10, 1996
To the Stockholders of
Oil-Dri Corporation of America:
Notice is hereby given that the 1996 Annual Meeting of Stockholders
of Oil-Dri Corporation of America, a Delaware corporation (the
"Company"), will be held at The Standard Club, located at 320 South
Plymouth Court, Chicago, Illinois, on December 10, 1996, at 10:30 a.m.,
local time, for the purpose of considering and voting on:
1. The election of ten directors;
2. Such other business as may properly come before the meeting.
The stock transfer books of the Company will remain open. The Board
of Directors has determined that only holders of record of outstanding
shares of Common Stock and Class B Stock at the close of business on
October 25, 1996, are entitled to notice of, and to vote at, the annual
meeting or any adjournment thereof. All stockholders, whether or not
they now expect to be present at the meeting, are requested to date,
sign and return the enclosed proxy, which requires no postage if mailed
in the United States.
Your attention is directed to the following pages for further
information relating to the meeting.
By Order of the Board of Directors
[Sig.]
Louis T. Bland, Jr.
Secretary
Chicago, Illinois
November 4, 1996
<PAGE>
OIL-DRI CORPORATION OF AMERICA
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
PROXY STATEMENT
GENERAL
This Proxy Statement and the accompanying proxy are being mailed on
or about November 4, 1996 to all holders of record of outstanding
shares of Common Stock and Class B Stock at the close of business on
October 25, 1996. Proxies are being solicited on behalf of the Board of
Directors for use at the 1996 Annual Meeting of Stockholders, notice of
which accompanies this Proxy Statement. Any stockholder giving a proxy
has the power to revoke it at any time prior to the exercise thereof by
executing a subsequent proxy, by notifying the Secretary of the Company
of such revocation in writing (such notification to be directed to him at
the Company's offices at 410 North Michigan Avenue, Suite 400, Chicago,
Illinois 60611) or by attending the annual meeting and voting in person.
Each proxy will be voted for the election of the ten nominees named below
to the Board of Directors, if no contrary instruction is indicated in the
Proxy.
The Company will pay the costs of this solicitation of proxies for
the annual meeting. In addition to using the mails, officers and certain
other regular employees of the Company may solicit proxies in person and
by telephone and facsimile. The Company may reimburse brokers and others
who are record holders of Common Stock and Class B Stock for their
reasonable expenses incurred in obtaining voting instructions from the
beneficial owners of such stock.
The record date for the determination of stockholders entitled to
vote at the meeting is October 25, 1996, at the close of business.
Holders as of the record date of outstanding shares of Common Stock and
Class B Stock are entitled to vote at the meeting. Holders of Common
Stock are entitled to one vote per share and holders of Class B Stock to
ten votes per share (on a non-cumulative basis for each director to be
elected when voting for the election of directors) and vote together
without regard to class (except that any amendment to the Company's
Certificate of Incorporation changing the number of authorized shares or
adversely affecting the rights of either class requires the separate
approval of the class so affected as well as the approval of both classes
voting together). Holders of Class B Stock are entitled to convert any
and all of such stock into Common Stock on a share-for-share basis at
any time and are subject to mandatory conversion under certain
circumstances. As of the record date, 4,635,683 shares of Common Stock
and 2,042,368 shares of Class B Stock were outstanding.
Voting
The election of directors requires a plurality of votes cast.
Accordingly, only proxies and ballots marked "FOR all nominees listed"
(including executed proxies not marked with respect to election of
directors, which will be voted for all nominees), or voting for some,
but not all nominees, by specifying that votes be withheld for one or
more designated nominees, are counted to determine the total number of
votes cast for the various nominees, with the ten nominees receiving the
largest numbers of votes being elected. Abstentions and broker non-
votes have no effect on the outcome of the election of directors.
<PAGE>
Principal Stockholders
The following table sets forth information, as of September 30,
1996, or June 30, 1996, as noted below, regarding beneficial ownership
of the Company's Common Stock and Class B Stock by each person or group
known to the Company to hold more than five percent of either class.
See "Security Ownership of Management" for information on beneficial
ownership of the Company's Common Stock and Class B Stock by the
Company's executive officers and directors as a group.
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership (1)
Number of Percentage
Shares of of Aggregate
Common Stock Voting Power
and Class B of Common
Stock Owned Stock and
With Sole Percentage Class B
Investment of Stock
Name and Address of Beneficial and Voting Outstanding Represented
Owner Power Stock of By Shares
Class Owned
<S> <C> <C> <C>
Richard M. Jaffee (2)(4)Common Stock:11,392(5) .24% .05%
410 N. Michigan Ave. Class B Stock:1,233,256(6)(9) 60.38% 49.15%
Chicago, IL 60611
Robert D. Jaffee (2)(4)Common Stock: - - -
<C> <S> <C> <S> <C> <C> <C> <C>
650 Dundee Rd., Class B Stock: 599,116(7)(8) 29.33% 23.88%
Ste. 280 - Northbrook, IL 60062
Ariel Capital Management (3)
<C> <S> <C> <S> <C> <C> <C> <C>
307 N. Michigan Ave. Common Stock: 531,490(9) 11.35% 2.00%
Chicago, IL 60601 Class B Stock: - - -
T. Rowe Price Assoc., Inc. (3)
<C> <S> <C> <C> <C> <C>
100 E. Pratt Common Stock: 398,100(10) 8.50% 1.57%
Baltimore, MD 21202 Class B. Stock: - - -
Capital Group Companies, Inc.(3)
<C> <S> <C> <S> <C> <C> <C> <C>
333 S. Hope St. Common Stock: 320,500(11) 6.84% 1.26%
Los Angeles, CA 90071 Class B. Stock: - - -
Dimensional Fund Advisors, Inc.(3)
<C> <S> <C> <S> <C> <C> <C> <C>
1299 Ocean Ave. Common Stock: 333,700(12) 7.13% 1.31%
Santa Monica, CA 90401Class B Stock: - - -
Sanford C. Bernstein & Co., Inc.(3)
<C> <S> <C> <S> <C> <C> <C> <C>
767 Fifth Ave. Common Stock: 316,800(13) 6.77% 1.05%
New York, NY 10153Class B. Stock: - - -
</TABLE>
(1) Beneficial ownership is defined in applicable Securities
and Exchange Commission rules as sole or shared power to vote or
to direct the disposition of a security. All beneficial
ownership is with sole voting power and sole investment power
except as described in the Notes below.
(2) Information given is as of September 30, 1996.
(3) Information given is as of June 30, 1996.
(4) Richard M. Jaffee and Robert D. Jaffee are brothers.
(5) Includes 2,292 shares held in a revocable trust of which
Richard M. Jaffee is the grantor and, during his lifetime, the
trustee and sole beneficiary. Also includes 9,000 shares of
Common Stock which Mr. Jaffee has the right to acquire within 60
days of September 30, 1996.
(6) Consists of 1,153,256 shares held in a revocable trust of
which Richard M. Jaffee is the grantor and, during his lifetime,
the trustee and sole beneficiary and 80,000 shares held in a
revocable trust of which Richard M. Jaffee's wife is the grantor
and during her lifetime the trustee and sole beneficiary.
(7) Consists of 599,116 shares held in a revocable trust of
which Robert D. Jaffee is the grantor and, during his lifetime,
the trustee and sole beneficiary.
<PAGE>
(8) Robert D. Jaffee has pledged to Richard M. Jaffee, as
trustee, 79,444 shares of Class B Stock ("the shares") to secure
performance by Amco Corporation of a Stock Purchase Agreement
dated July 28, 1992, between Amco Corporation and Richard M.
Jaffee, as trustee, relating to the sale to Amco Corporation of
certain shares of Common Stock of Amco Corporation that were
owned by Richard M. Jaffee, as trustee. Robert D. Jaffee's
pledge of the shares also secures Amco's performance of a
related Consulting and Non-Competition Agreement with Richard M.
Jaffee. (Robert D. Jaffee and Richard M. Jaffee are brothers
and Robert D. Jaffee is Chairman of the Board of Amco
Corporation.) Robert D. Jaffee has the sole right to vote the
shares until the occurrence of an event of default, after which
Richard M. Jaffee has the sole right to vote the shares. If
there were to be a foreclosure on, and sale of, the shares,
control of the Company would be unchanged.
(9) Ariel Capital Management, Inc. held sole dispositive power
over all 531,490 shares of Common Stock, sole voting power over
497,255 shares of Common Stock and shared voting power over
9,510 shares of Common Stock.
(10) Shares owned by various individual and institutional
investors which T. Rowe Price Associates, Inc. ("Price
Associates") serves as investment adviser with power to direct
investments and/or sole power to vote the securities. For
purposes of the reporting requirements of the Securities
Exchange Act of 1934, Price Associates is deemed to be a
beneficial owner of such securities; however, Price Associates
expressly disclaims that it is, in fact, the beneficial owner of
such securities.
(11) Capital Group Companies, Inc. held sole dispositive power
and sole voting power over all 320,500 shares Common Stock.
270,500 shares of Common Stock were held by Capital Guardian
Trust, Co. and 50,000 shares of Common Stock were held by
Capital International, Inc.
(12) Dimensional Fund Advisors, Inc. ("Dimensional"), a
registered investment advisor, is deemed to have beneficial
ownership of 333,700 shares of Common Stock with power to
dispose of such shares and power to vote 220,800 of such shares,
all of which shares are held in portfolios of DFA Investment
Dimension Group, Inc., a registered open-end investment company
(the "Fund"), The DFA Investment Trust Company (the "Trust"), or
the DFA Group Trust and the DFA Participating Group Trust,
investment vehicles for qualified employee benefit
plans, all of which Dimensional serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.
Persons who are officers of Dimensional also serve as officers
of the Fund and the Trust; in such capacity, these persons vote
60,900 additional shares owned by the Fund and 52,000 shares
owned by the Trust (both included in the 333,700 shares
beneficially owned).
(13) Sanford C. Bernstein and Co., Inc. held sole dispositive
power over all 316,800 shares of Common Stock, sole voting power
over 253,400 shares of Common Stock and shared voting power over
12,000 shares of Common Stock.
By virtue of their direct and indirect ownership of shares of the
Company's stock, Richard M. Jaffee and Robert D. Jaffee may be deemed
to be control persons of the Company under the federal securities laws.
<PAGE>
Security Ownership of Management
The following table shows the number of shares of Common Stock and
Class B Stock of the Company beneficially owned as of September 30, 1996
by the directors/nominees, by the executive officers named in the Summary
Compensation Table and by the directors and executive officers as a
group.
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Name of Beneficial Owner(1) of Common Stock(2) of Class B Stock(2)
<S> <C> <C>
Richard M. Jaffee (15) (3) (3)
Robert D. Jaffee (15) (3) (3)
J. Steven Cole 7,240 -
Edgar D. Jannotta 60,000(4) -
Paul J. Miller 7,878(5) -
Haydn H. Murray 2,316(6) -
Allan H. Selig 4,887(7) -
Joseph C. Miller 21,600(8) -
Daniel S. Jaffee 30,669(9) 71,111(10)
Ronald B. Gordon 6,700 -
Norman B. Gershon 22,286(11) -
Richard V. Hardin 42,924(12) 35,111(13)
All Executive Officers and
Directors as a group (13 in 219,892(14) 1,938,594
group)
</TABLE>
(1) Beneficial ownership is defined in applicable
Securities and Exchange Commission rules as sole or
shared power to vote or to direct the disposition of a
security. All beneficial ownership is with sole voting
power and sole investment power except as described in
the Notes below.
(2) None of the nominees for election to the Board of
Directors, other than Richard M. Jaffee, Robert D.
Jaffee and Daniel S. Jaffee own any shares of Class B
stock. The number of shares of Common Stock owned
beneficially by each of the other nominees for election
to the Board of Directors other than Edgar D. Jannotta,
constitute less than 1% of the number of outstanding
shares of Common Stock and represent shares having less
than 1% of the aggregate voting power of the Common
Stock and Class B Stock.
(3) For information regarding the shares owned by each
of Richard M. Jaffee and Robert D. Jaffee, see the table
under the heading "Principal Stockholders" and the Notes
thereto.
(4) Mr. Jannotta is a senior director of William Blair &
Company, L.L.C. which has served as the Company's
investment banking advisor for a number of years. The
shares of Common Stock shown above as owned by Mr.
Jannotta represent 1.29% of the outstanding shares of
Common Stock, but represent less than 1.0% of the
aggregate voting power of the Common Stock and Class B
Stock. These shares do not include shares held by
William Blair & Company, L.L.C. in its proprietary or
managed accounts.
(5) Includes 2,088 shares of Common Stock owned by Mr.
Paul Miller's spouse. Includes 1,774 shares of Common
Stock held by children of Mr. Miller; Mr. Miller
disclaims beneficial ownership of his children's shares
of Common Stock.
(6) Includes 300 shares of Common Stock owned by Mr.
Murray's spouse.
(7) Includes 887 shares of Common Stock owned by Mr.
Selig's mother; Mr. Selig disclaims beneficial
ownership of those shares of Common Stock.
(8) Includes 18,000 shares of Common Stock which Mr.
Joseph Miller has the right to acquire within 60 days of
September 30, 1996, pursuant to stock options.
(9) Includes 2 shares of Common Stock owned by Daniel S.
Jaffee's spouse and 25,562 and 2,000 shares of Common
Stock which Daniel S. Jaffee and his spouse,
respectively, have the right to acquire within 60 days
of September 30, 1996, pursuant to stock options.
<PAGE>
(10) Includes 18,000 shares of Class B Stock held by
Daniel S. Jaffee as trustee of the Richard M. Jaffee
1993 Annuity Trust and 18,000 shares of Class B Stock
held by Daniel S. Jaffee as trustee of the Shirley
Jaffee 1993 Annuity Trust. Daniel S. Jaffee has
beneficial ownership of 3.48% of Class B Shares which
represents 2.83% of the aggregate
voting power of Common Stock and Class B Stock. Daniel
S. Jaffee is Richard M. Jaffee's son.
(11) Includes 1,570 shares of Common Stock which Mr.
Gershon has the right to acquire within 60 days of
September 30, 1996, pursuant to stock options.
(12) Includes 4,701 shares of Common Stock owned by Mr.
Richard V. Hardin's spouse, and 2,570 shares of Common
Stock which Mr. Hardin has the right to acquire within
60 days of September 30, 1996, pursuant to stock
options. Mr. Hardin is Richard M. Jaffee's son-in-law.
(13) Includes 33,611 shares of Class B Stock owned by
Richard V. Hardin's spouse and 1,500 shares of Class B
Stock owned by his spouse as trustee for their child.
Richard Hardin has beneficial ownership of 1.72% of
Class B Shares which represents 1.40% of the aggregate
voting power of Common Stock and Class B Stock.
(14) Includes 2,661 shares of Common Stock as to which
executive officers and directors disclaim beneficial
ownership. Also includes 58,702 shares of Common Stock
which constitute all such shares that the executive
officers and directors of the Company have the right to
acquire within 60 days of September 30, 1996 (including
the shares of Common Stock which may be acquired as
described in the Notes above and in the Notes under the
heading "Principal Stockholders").
(15) Pursuant to the Stock Purchase Agreement described
in Note (8) under "Principal Stockholders", Richard M.
Jaffee agreed to use his best efforts to cause the
Company's Board of Directors to nominate Robert D.
Jaffee to serve as a director of the Company unless
Richard M. Jaffee concludes in good faith that such
nomination would not be consistent with his fiduciary
duties to the Company and its shareholders, or would be
contrary to any provision of law. Richard M. Jaffee
also agreed to vote all his shares of the Company's
stock in any election of the Company's directors to
elect Robert D. Jaffee to the Board of Directors. Mr.
Richard M. Jaffee and Mr. Robert D. Jaffee are brothers.
Information Concerning the Board of Directors
During the fiscal year ended July 31, 1996, five meetings of the
Board of Directors were held. Each director attended at least 75% of the
meetings of the Board and of any Board Committee on which he sits.
The Company has an Audit Committee presently composed of four
persons who are outside directors -- Messrs. J. Steven Cole, Edgar D.
Jannotta, Allan H. Selig, and Ronald B. Gordon. The Audit Committee
makes recommendations to the Board of Directors regarding the engagement
of independent public accountants, reviews the scope of the audit and
other services rendered by independent public accountants and the fees
and other arrangements regarding the services of independent public
accountants, reviews audit results with the independent public
accountants, and receives reports on the Company's accounting systems and
internal accounting controls. In addition, the Audit Committee reviews
related transactions and potential conflicts of interest with regard to
such transactions. The Audit Committee held one meeting during the fiscal
year ended July 31, 1996, at which all members were present.
The Company has a Compensation Committee presently composed of four
persons who are outside directors -- Messrs. J. Steven Cole, Paul J.
Miller, Allan H. Selig, and Ronald B. Gordon. The Compensation Committee
is responsible for reviewing the compensation, including benefits, of the
Chief Executive Officer and other executive officers of the Company. The
Compensation Committee held one meeting during the fiscal year ended July
31, 1996, at which all members were present.
The Company has a Stock Option Committee presently composed of four
persons who are outside directors -- Messrs. J. Steven Cole, Paul J.
Miller, Allan H. Selig, and Ronald B. Gordon. The Stock Option Committee
is responsible for reviewing the Company's stock option plans and
granting stock options to employees, including grants to the executive
officers of the Company. The Stock Option Committee held four meetings
during the fiscal year ended July 31, 1996, at which meetings all members
were present.
The Company does not have a nominating committee.
<PAGE>
1. ELECTION OF DIRECTORS
The shares represented by each proxy will be voted to elect as
directors the ten nominees named below to hold office until the next
Annual Meeting of Stockholders and until their successors have been
elected and qualify if no contrary instruction is indicated in the proxy.
Each nominee is currently a director of the Company. If any nominee
should be unable or unwilling to serve, which is not now contemplated,
the proxy holders may, but will not be bound to, vote for a substitute
nominee.
NOMINEES FOR DIRECTORS
[Picture of Richard M. Jaffee in left margin of paragraph below]
Richard M. Jaffee, Age 60
Chairman of the Board and Chief Executive Officer of the Company
Director since 1958
Mr. Jaffee received a degree from the University of Wisconsin School
of Business in 1957 and earned his CPA certificate in that same year. He
worked briefly for the public accounting firm of Touche Niven et. al.
After service as an officer in the U.S. Army, he joined the Company in
1958, becoming its president in 1960, a position he held until 1995. He
has served as Chairman of the Board and Chief Executive Officer of the
Company since 1962. Mr. Jaffee is a director of Harris Bancorp, Inc. and
Amco Corporation. Mr. Jaffee is a trustee of Rush-Presbyterian-St. Luke's
Medical Center, the Illinois Institute of Technology and the Chicago
Museum of Science and Industry. He is Vice Chairman of the Trustee Board
of the Chicago Historical Society, a director of Students in Free
Enterprise and a member of the Business Council for the Chicago Urban
League.
[Picture of Daniel S. Jaffee in left margin of paragraph below]
Daniel S. Jaffee, Age 32
President and Chief Operating Officer of the Company
Chief Executive Officer of Favorite Products, Ltd., a subsidiary of the
Company
Director since 1992
Mr. Jaffee graduated from Georgetown University in 1986. Mr. Jaffee
joined the Company in 1987 after a year with Price Waterhouse. He was a
product manager in the Industrial and Agricultural divisions of the
Company until 1989. Mr. Jaffee was Group Vice President of Canadian
Operations, Management Information Systems and Finance of the Company in
1990. In 1990 he also became Chief Financial Officer of the Company, a
position he held until 1995. From 1990 to 1992, Mr. Jaffee was Group
Vice President, Domestic and Canadian Operations of the Company. From 1992
to 1994, Mr. Jaffee was Group Vice President Canadian Operations and Consumer
Products Grocery of the Company. From 1994 until 1995 he was Group Vice
President, Consumer Products of the Company. Since 1990 he has been
Chief Executive Officer of Favorite Products, Ltd., a subsidiary of the
Company. Mr. Jaffee became President and Chief Operating Officer of the
Company in 1995.
<PAGE>
[Picture of Robert D. Jaffee in left margin of paragraph below]
Robert D. Jaffee, Age 63
Chairman of the Board, Amco Corporation
Director since 1956
Mr. Jaffee graduated from the University of Illinois in 1954. After
serving in the United States Army , he joined the Company in 1956. Mr.
Jaffee served as Executive Vice President of the Company from 1957 to
1991. In 1957, Mr. Jaffee founded Amco Corporation, a manufacturer of
proprietary food service equipment for institutional and consumer
markets, and was its president until 1988. Mr. Jaffee has served as
Chairman of the Board of Amco since 1988. Mr. Jaffee is a former
president of the National Association of Food Equipment Manufacturers and
is a retired member of the National Sanitation Foundation and the Joint
Committee on Food Equipment. He is a director of the Greater North
Pulaski Development Corporation and of the World Presidents'
Organization. He is Treasurer of the Chicago Presidents' Organization.
He recently retired as Chairman of the Board for Clearbrook Center for
the Developmentally Challenged where he still serves as a Board member.
[Picture of J. Steven Cole in left margin of paragraph below]
J. Steven Cole, age 62
President, Cole and Associates
Chairman of the Board, SAV-A-LIFE Systems, Inc.
Director since 1981
Mr. Cole graduated from the University of Wisconsin in 1957. After
serving as an officer in the United States Army, he received a master's
degree from the American Graduate School for International Business
following graduate studies at the University of Michigan. He began his
career at Abbott Laboratories in 1962. Later, he joined G.D. Searle and
Company, where he became Vice President of the Asian and Canadian
Divisions, a position he held until 1986. In 1986, Mr. Cole joined A.H.
Robins Company, where he was a Senior Vice President responsible for all
international operations until 1990. In 1990, he became president of
Cole and Associates, an international consulting firm. In 1990 Mr. Cole
also became president of SAV-A-LIFE Systems, Inc., a firm selling
specialty products to the dental and medical professions. He held this
position until 1994 when he became Chairman of the Board. Mr. Cole is
also a director of Chapman's Partners.
<PAGE>
[Picture of Ronald B. Gordon in left margin of paragraph below]
Ronald B. Gordon, Age 53
President, Gordon Investment Group
Director since 1995
Mr. Gordon graduated from the University of Pennsylvania in 1964
and received a master's degree from Columbia University in 1966. Mr.
Gordon worked in brand management and advertising management for Procter
& Gamble from 1966 to 1983. In 1983, Mr. Gordon joined International Playtex,
Inc. as Vice President and General Manager of Playtex Family Products,
U.S. He became Senior Vice President and General Manager of U.S. and
Canadian Playtex Family Products in 1985 and held that position through
1987. Mr. Gordon was Executive Vice President of the Playtex Family
Products Corporation from 1988 through 1989. During 1990 Mr. Gordon was
an independent executive consultant. Mr. Gordon joined Goody Products,
Inc. in 1991 as President and Chief Operating Officer and held that
position until 1994. Mr. Gordon founded Gordon Investment Group, a
company which finances and oversees start-up businesses, in 1994. He is a
director of Creative Products Resource, Beyond the Wall and Magnif-Eyes.
Mr. Gordon is an associate trustee of the University of Pennsylvania.
<PAGE>
[Picture of Edgar D. Jannotta in left margin of paragraph below]
Edgar D. Jannotta, Age 65
Senior Director, William Blair & Company, L.L.C.
Director since 1969
Mr. Jannotta graduated from Princeton University in 1953 and after
graduation served as an officer in the United States Navy. He received a
master's degree from Harvard Business School in 1959. Mr. Jannotta
joined William Blair & Company in 1959. Mr. Jannotta served as managing
partner of William Blair & Company from 1977 until 1995 and as senior
partner in 1995. In 1996 William Blair & Company converted from a
partnership and became William Blair & Company, L.L.C. Mr. Jannotta
became a senior director at that time. He is a director of AAR Corp., Aon
Corporation, Bandag, Incorporated, Commonwealth Edison Company, Molex
Incorporated, New York Stock Exchange, Inc., and Safety-Kleen Corp. Mr.
Jannotta is President and a trustee of Lyric Opera of Chicago and a
trustee and Vice-Chairman of the Board of The University of Chicago. He
is also a trustee of RushPresbyterian-St. Luke's Medical Center, Chicago
Historical Society, and Chicago Foundation for Education.
Joseph C. Miller, Age 54
Vice-Chairman of the Board of the Company
Director since 1989
Mr. Miller graduated from the West Virginia School of Business in
1964. After serving as an officer in the United States Army, he joined
Republic Steel Corporation in 1969. Mr. Miller served as president of
Lowes, Inc., Inland Distributing and Whiteford Transportation Systems.
He joined the Company in 1989 as Vice President of Corporate Planning and
Marketing. He served as Group Vice President for Sales, Marketing and
Distribution from 1990 to 1993. Mr. Miller was Senior Vice President for
the Consumer, Industrial & Environmental and Transportation Groups of the
Company from 1993 to 1995. He became Vice Chairman of the Board in 1995.
Mr. Miller is a director of Key Bank of Indiana and Travelmore, Inc. He
is a trustee and Vice Chairman of St. Joseph Care Group and Co-Chairman
of the Center of Hope Campaign.
[Picture of Paul J. Miller in left margin of paragraph below]
Paul J. Miller, Age 67
Partner, Sonnenschein Nath & Rosenthal
Director since 1975
Mr. Miller graduated from Yale University in 1950. He received his
law degree from Harvard Law School in 1953. Mr. Miller served as an
officer in the Judge Advocate General's Corps of the United States Army
from 1954 to 1957. He joined Sonnenschein Nath & Rosenthal, attorneys and
general counsel to the Company, in 1957. He has been a partner of the
firm since 1963.
<PAGE>
[Picture of Haydn H. Murray in left margin of paragraph below]
Haydn H. Murray, Age 72
Professor Emeritus of Geology, Indiana University
President, H. H. Murray and Associates
Director since 1984
After serving in the military as an officer from 1943 to 1946, Dr.
Murray attended the University of Illinois, from which he received a
bachelor's, a master's and a doctorate. Upon completion of his doctorate,
Dr. Murray joined Indiana University, becoming Associate Professor in
1954. Dr. Murray joined Georgia Kaolin as its Director of Research and
Development in 1957 and held several executive positions including
Executive Vice President from 1964 until 1973. He returned to Indiana
University as Chairman of the Department of Geology in 1973 and held that
position until 1984. He was Professor of Geology from 1984 to 1994 and
Professor Emeritus from 1994 to present. In 1994, Dr. Murray formed H. H.
Murray and Associates, a consulting firm. He is a trustee of the
Grassmann Trust, Union Foundation, Geological Society of America
Foundation, Society for Mining, Metallurgy and Exploration Foundation and
the American Geological Institute Foundation.
[Picture of Allan H. Selig in left margin of paragraph below]
Allan H. Selig, Age 62
President, Milwaukee Brewers Baseball Club, Inc.
Chairman of the Executive Council of Major League Baseball
President and Chairman of the Board, Selig Executive Leasing
Director since 1969
Mr. Selig received a bachelor's degree from the University of
Wisconsin in 1956. After two years in the United States Army, Mr. Selig
joined Selig Chevrolet, Inc. He served as president of Selig Chevrolet,
Inc. from 1984 until 1990. Since 1990 he has served as Chairman of the
Board and President of Selig Executive Leasing Company. Mr. Selig became
President of the Milwaukee Brewers Baseball Club, Inc. in 1970 and has
chaired the Executive Council of Major League Baseball since 1992. Mr.
Selig is a director of the Green Bay Packers, Baird Mutual Funds,
Greater Milwaukee Committee, University of Wisconsin Medical School,
Marcus Corp. and the Milwaukee Club. He is founder and Vice Chairman of
Athletes for Youth and co-founder of the Child Abuse Prevention Fund.
<PAGE>
EXECUTIVE COMPENSATION
The following table shows, for the fiscal years ended July 31, 1996,
1995 and 1994, the compensation of the chief executive officer and the
four other most highly compensated executive officers of the Company.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Annual Compensation(9)
Fiscal Compensation(1)(2) Option All Other
Name of Principal Year Salary Bonus Awards Compensation
Position
<S> <C> <C> <C> <C> <C>
Richard Jaffee 96 $300,000 $ - 20,000 $194,152(3)(4)(5)(6)
Chief Executive 95 300,000 32,796 22,500 172,858
Officer 94 300,000 91,660 - 185,598
<S> <C> <C> <C> <C> <C> <C> <C>
Norman B. Gershon (7) 96 $240,000 $ 8,855 4,000 $ 8,176(7)
Vice President, 95 225,000 7,500 - 7,880
International 94 212,800 10,000 - 6,898
Operations
<S> <C> <C> <C> <C> <C> <S>
Joseph C. Miller 96 $140,000 $12,053 5,000 -
Vice Chairman of the 95 175,000 16,740 1,250 -
Board 94 167,500 49,755 - -
<S> <C> <C> <C> <C> <C> <C> <C>
Daniel S. Jaffee 96 $154,350 $15,187 40,000 $ 250(8)
President and Chief 95 138,000 13,200 37,500 250
Operating Officer 94 102,000 36,358 - 250
<S> <C> <C> <C> <C> <C> <C>
Richard V. Hardin 96 $120,900 $ 9,913 3,000 $ 5,311(3)(4)(10)
Group Vice President, 95 119,839 9,826 2,500 5,946
Technology 94 114,050 29,038 - 4,975
</TABLE>
(1) Amounts shown include cash compensation earned during the
year covered, whether received or deferred at the election of
the officer, including amounts earned but deferred at the
election of those officers pursuant to the Company's Key
Employee and Director Deferred Compensation Program. In the
fiscal year ended July 31, 1996, $32,320 and $9,672 of
compensation was deferred by Richard M. Jaffee and Richard V.
Hardin, respectively under the provisions of the program.
Effective with respect to deferrals elected after December 31,
1995, the program was replaced by the Oil-Dri Corporation of
America Deferred Compensation Plan. Interest on deferred
compensation under the program and the plan is described under
the heading, "Remuneration of Directors."
(2) None of the named executive officers received perquisites
or other personal benefits for each fiscal year shown in excess
of the lesser of $50,000 or 10% of his total salary and bonus in
such fiscal year.
(3) For the fiscal year ended July 31, 1996, includes $4,087
and $3,573 of interest accrued on income deferred by Richard M.
Jaffee and Richard V. Hardin, respectively, under the Company's
Key Employee and Director Deferred Compensation Program. This
is the amount of interest in excess of 120% of the applicable
Federal rate under Internal Revenue Code Section 1274(d).
(4) Certain officers, including Richard M. Jaffee and Richard
V. Hardin, are provided split dollar life insurance. The
premiums paid by the Company on each of the split dollar
policies, net of dividends, are charged to open accounts
established by the Company. No interest accrues on the balance
of the open accounts. On the death of the employee, the estate
of the deceased is obligated to pay the balance of the
deceased's open account in full. In the fiscal year ended July
31, 1996, the Company paid no premiums on these policies; the
premiums were paid by earnings on the policies.
(5) The Company also provides split dollar joint survivorship
life insurance policies in the aggregate amount of $10,000,000
on the lives of Richard M. Jaffee and his spouse, with payment
to be made on the death of the last to survive, on terms similar
to those described in Note (4) above relating to payment of
premiums, payment of interest on account balances and the
obligation to pay open account balances upon death. The value
of the premiums paid by the Company is estimated as if such
premiums were
<PAGE>
advanced to Mr. Jaffee without interest for the
actuarially determined period between the Company's payment of
the premium and its refund to the Company; such value for fiscal
year 1996 was $133,629.
(6) Includes $16,612 representing payments on behalf of Mr.
Jaffee by the Company and Oil-Dri, S.A., a Company subsidiary,
to defined contribution plans; $4,312, constituting the economic
benefit to Mr. Jaffee associated with his interest in the cash
surrender value of the policies described in Note (4); $16,615,
constituting the economic benefit to Mr. Jaffee of the term life
component of the split dollar policies described in Note (5)
(Mr. Jaffee pays this amount directly to the insurance company
as premium and is reimbursed by the Company); and $18,897,
constituting the estimated economic benefit for fiscal year 1996
of an agreement between the Company and Mr. Jaffee to pay Mr.
Jaffee $300,000 upon his retirement. Upon total disability or
death of Mr. Jaffee, prior to retirement, the Company has agreed
to pay Mr. Jaffee, his widow or the Richard M. Jaffee Revocable
Trust an amount equal to two fiscal years' compensation based
upon the highest amount per fiscal year paid him during the
period beginning August 1, 1988.
(7) Mr. Gershon's compensation includes a cost-of-living
factor reflecting the fact that Mr. Gershon is based in
Switzerland. $8,176 represents payments on behalf of Mr. Gershon
by Oil-Dri, S.A., a subsidiary, to a defined contribution plan.
(8) The amount shown represents payments on behalf of Mr.
Daniel S. Jaffee by the Company to a defined contribution plan.
(9) No stock appreciation rights (SARs), restricted stock
awards or other long-term incentive plan payouts, other than
options, were granted or earned by the executive officers in any
fiscal year covered by this table.
(10) Includes $250, representing payments on behalf of Mr.
Hardin by the Company to a defined contribution plan; and
$1,488, constituting the economic benefit to Mr. Hardin
associated with his interest in the cash surrender value of the
policies described in Note (4).
Stock Options
Shown in the tables below is information with respect to (i)
options to purchase the Company's Stock (as defined below in Note (1)
granted in the fiscal year ended July 31, 1996 to the executive officers
named in the "Summary Compensation Table" ("Named Officers") and (ii)
unexercised options to purchase the Company's Common Stock or Stock as
defined in Note (1) which were held as of July 31, 1996 by the Named
Officers. No options were exercised by any of the Named
Officers listed below during the 1996 fiscal year.
<TABLE>
<CAPTION>
1996 OPTION GRANTS
Potential
Realized
Value at
Assumed
% of Total Annual Rates
Options of Stock Price
Number of Granted to Appreciation
Options Employees Exercise Expiration Option Term (2)
Name Granted(1)(2) in Fiscal Price($) Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C> <C>
Richard M. 20,000 10.05% 15.125 10/05/05 190,2441 482,107
Jaffee
<S> <C> <C> <C> <C> <C> <C> <C>
Norman B. 4,000 2.01% 15.125 10/05/05 38,048 96,421
Gershon
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph C. 5,000 2.51% 15.125 10/05/05 47,560 120,527
Miller
<S> <C> <C> <C> <C> <C> <C> <C>
Daniel S. 40,000 20.10% 15.125 10/05/05 380,481 964,21
Jaffee
<S> <C> <C> <C> <C> <C> <C> <C>
Richard V. 3,000 1.51% 15.125 10/05/05 28,536 72,316
Hardin
</TABLE>
(1) All options to purchase the Company's Stock granted in the fiscal
year ended July 31, 1996 were issued under the terms of the Oil-Dri
Corporation of America 1995 Long Term Incentive Plan. "Stock" as
defined in the plan means Class A Common Stock, except that if no
Class A Common Stock is issued and publicly traded on any securities
market when options are exercised, the shares awarded would be Common
Stock. As of the date of this Proxy Statement, no shares of Class A
Common Stock had been issued.
<PAGE>
(2) Potential gains are net of exercise price, but before any taxes
that may be associated with exercise. These amounts represent certain
assumed rates of appreciation only, based on the Securities and
Exchange Commission's rules. Actual gains, if any, on stock option
exercises are dependent on the future performance of the Stock,
overall market conditions, and the option holders' continued
employment through the term of the option. The amounts reflected in
this table may not necessarily be achieved.
(3) The Company's option plans are administered by the Stock Option
Committee of the Board of Directors. All options granted in the
fiscal year ended July 31, 1996, have an exercise price equal to the
fair market value on the date of grant and vest over a five year
period with 25% vesting on the second anniversary of the grant date
and 25% vesting on each of the three anniversary dates thereafter.
The Company granted options to purchase an aggregate of 199,000 shares
of Stock to employees in fiscal 1996.
<TABLE>
<CAPTION>
OPTION FISCAL YEAR END VALUE TABLE
Number of Unexercised Value of Unexercised In-
Name (1) Options at FY-End The-Money Options at FY-End
Exercisable/Unexercisabl Exercisable/Unexercisable(2)
<S> <C> <C> <S>
Richard M. Jaffee 4,500/18,000(3) -
0/20,000(4) -
<S> <C> <C> <S>
Norman B. Gershon 1,570/0(3) -
0/4,000(4) -
<S> <C> <C> <S>
Joseph C. Miller 17,750/1,000(3) -
0/5,000(4) -
<S> <C> <C> <S>
Daniel S. Jaffee 21,062/18,000(3) -
0/40,000(4) -
<S> <C> <C> <S>
Richard V. Hardin 2,070/2,000(3) -
0/3,000(4) -
</TABLE>
(1) No stock appreciation rights (SARs) were granted in the
fiscal year covered by this table.
(2) The exercise price of the options was greater than the
market price of Common Stock on July 31, 1996.
(3) Options to purchase shares of Common Stock of the Company.
(4) Options to purchase shares of Stock as defined by the
terms of the 1995 Long Term Incentive Plan; see Note (1) under the
preceding table "1996 Option Grants".
Pension Plans
The Company's pension plan covering salaried employees is a non
contributory, qualified, defined benefit plan. The plan provides for
pensions based on credited years of service and cash compensation
(excluding compensation paid under the Company's Incentive Bonus Plan)
during the highest paid consecutive five years during the last ten years
of employment. The following table presents estimated annual retirement
benefits payable upon normal retirement at age 65 and is computed on the
basis of a 5-year certain and life annuity. The benefits listed are not
subject to a deduction for social security or other offset amounts.
<TABLE>
<CAPTION>
Highest Consecutive 5- Estimated Annual Benefits at Years of Service Indicated
Year Average Compensation 15 Yrs 20 Yrs 25 Yrs 30 Yrs 35 Yrs 40 Yrs
<C> <C> <C> <C> <C> <C> <C>
$125,000 $18,400 $24,500 $30,600 $36,700 $36,700 $39,400
150,000 22,500 30,000 37,500 45,000 45,200 49,100
175,000 26,600 35,500 44,300 53,200 54,300 58,900
200,000 30,700 41,000 51,200 61,500 63,400 68,600
225,000 34,900 46,500 58,100 69,700 72,500 78,400
250,000 39,000 52,000 65,000 78,000 81,600 88,100
300,000 47,200 63,000 78,700 94,500 99,800 107,600
</TABLE>
<PAGE>
The individuals named in the Summary Compensation Table are
participants in the Company's pension plan and had compensation as
defined in the pension plan for the fiscal year ended July 31, 1996, and
number of years of service as of August 1, 1996 under the pension plan as
follows: Richard M. Jaffee, $150,000, 38 years; Norman B. Gershon,
$150,000, 26 years; Joseph C. Miller, $140,000, 6 years; Richard V.
Hardin, $120,000, 14 years; and Daniel S. Jaffee, $150,000, 8 years.
Messrs. Richard Jaffee, Norman B. Gershon, and Daniel S. Jaffee are
currently limited to $150,000 because of applicable Internal Revenue Code
Limitations. The Company does not have a supplemental executive
retirement program.
Remuneration of Directors
Each director of the Company who is not also an officer of the
Company receives an annual retainer of $8,000 and also receives a fee of
$2,000 for each meeting attended.
Under the Company's Key Employee and Director Deferred Compensation
Program, the Company's directors were entitled to defer all or a portion
of their director compensation at an interest rate of 2 1/2% in excess of
the Moody's Bond Yield. Effective with respect to deferrals elected after
December 31, 1995, the program was replaced by the Oil-Dri Corporation
of America Deferred Compensation Plan, which provides for an interest
rate equal to the Company's long term cost of borrowing from time to
time. During the fiscal year ended July 31, 1996, Messrs. Robert D.
Jaffee and Edgar D. Jannotta deferred director compensation under both
plans.
In addition to their director remuneration, during the fiscal year
ended July 31, 1996, Mr. Robert D. Jaffee, Mr. Haydn H. Murray, and Mr.
Ronald B. Gordon were paid $30,000, $8,000 and $9,500, respectively, for
consulting services.
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
OF
OIL-DRI CORPORATION OF AMERICA ON
EXECUTIVE COMPENSATION
Compensation Policy
Oil-Dri's compensation policy, approved by its Compensation
Committee, is to provide its executive officers and other salaried
employees with compensation opportunities competitive with comparable
size companies, reflecting annual incentive opportunities commensurate
with Company performance and level of responsibility, while allowing for
recognition of individual performance. In determining the marketplace,
Oil-Dri refers to salary surveys prepared and published by several large
consulting firms. The companies represented in the surveys participate on
a voluntary basis. The companies in the surveys are not the same group as
that included in the Peer Group on the Performance Graph. On occasion
the Company also uses the services of outside consultants. Using these
sources, the Company sets its compensation policy to reflect the median
of the marketplace. Further aligning compensation with overall Company
performance, Oil-Dri makes periodic awards of stock options to key
management officers and employees. This policy, the components of
compensation which implement it, and its administration, continue
essentially unchanged from those reported in fiscal 1995.
At present compensation levels, and given the performance based
nature of the Company's Stock Option Plan, limitations on federal income
tax deductibility of a top officer's compensation in excess of $1,000,000
have no impact. In general, the Company favors the preservation of tax
deductibility, but reserves the right to reconsider this position.
Compensation Components
Cash compensation for non-sales employees has two components, base
salary and annual incentive bonus; sales employees generally have a third
component, bonus related to sales objectives. The Company has a number
of salary grades reflecting differing levels of responsibility. For each
salary grade, a minimum and maximum salary range is established based on
a survey of comparable-sized companies. Incentive compensation is a
target bonus equal to a percentage of the individual's annual base
salary. This percentage is determined by the salary grade which reflects
the level of responsibility and expected contribution of the position to
the Company's financial results. For the target to be achieved, Oil-Dri
must meet projected financial goals ("Plan") which are reviewed by the
Compensation Committee: minimum and maximum payouts are then set in
relation to the achievement of these financial thresholds. The fiscal
1997 Incentive Bonus program provides for an overall bonus level related
to achievement of targeted levels of pretax profits, calculated after
giving effect to bonus, with no bonus payable unless a minimum threshold
of 80% of Plan is achieved. Within this overall level, specified
divisional employees' bonus will be adjusted upward or downward on the
basis of achievement of divisional plan, with provision for individual
discretionary adjustment; bonus of departmental employees and of certain
other divisional employees is adjusted upward or downward on the basis of
achievement of individual plans. In the fiscal year ended July 31, 1996,
the Company did not achieve its financial goals under the Plan and, as a
result, no bonus was payable. However, the Compensation Committee
considered a number of factors: the contribution to long-term shareholder
value of the extremely successful launch of the Company's new products in
the grocery market and the generation of cash used to reduce long-term
debt and repurchase $2,433,000 of Common Stock, while producing a year-
end cash and cash equivalents balance greater than that at year-end
fiscal 1995. In light of these accomplishments, and considering the
importance of bonus to employee morale, the Compensation Committee
accepted the Company's recommendation and authorized an aggregate cash
bonus of not more than 27.33% of the aggregate target bonus that would
have been payable under the Plan.
The annual incentive plan is designed to require communication to
employees of expectations for Company performance and for potential
individual rewards. It establishes a threshold for required Company
performance before any bonus is earned and provides for a significant
addition if projected financial goals are
<PAGE>
exceeded. Thus, it directly links Company performance and total annual pay. It
provides for broad based participation, so that each salaried employee
recognizes that he or she can contribute to the Company's success.
Administration of the Compensation Program
During the year there is a review of employee performance and
progress. At least once a year employee performance is documented and
plans for employee development are discussed. At that review the
employee's salary is reviewed and, based on the position of the salary
within the salary range and the performance of the individual, a base
salary change may, but will not necessarily, be recommended. On the
basis of that review, any adjustment to reflect the employee's
performance in incentive bonus is also determined.
The Compensation Committee reviews, and generally oversees the
Company's compensation program. The Company reviews with the
Compensation Committee the prior year's salary results for the various
base salary ranges and incentive bonus targets, and reviews the base
salary ranges and the target bonus percentages for the coming year. In
reviewing target bonus percentages for the coming fiscal year, the
Company presents its earnings expectations for that year. For the fiscal
year ending July 31, 1997, the Company recommended and the Compensation
Committee approved adoption of a pre-tax earnings target, after giving
effect to bonus, with no bonus payable unless a minimum of 80% of Plan is
achieved and no individual bonus of more than 200% of individual target
bonus. Company recommendations for stock option grants to be made from time
to time are reviewed with, and approved by, the Company's Stock Option
Committee, whose members are the same as those of the Compensation
Committee.
The Committee determined that the compensation of Mr. Richard M.
Jaffee, Chairman and Chief Executive Officer, for the fiscal year ended
July 31, 1996, had been established and administered in a manner
consistent with that described above. In doing so, it reviewed the
Company's strategic and financial goals, Mr. Jaffee's personal
performance as Chairman and Chief Executive Officer, the Company's
performance, and the strong correlation that exists between the Company's
performance and Mr. Jaffee's efforts. It noted in particular that Mr.
Jaffee received no bonus for fiscal 1996.
The Committee determined that Mr. Jaffee's base salary for fiscal
1997 should remain at $300,000.
COMPENSATION COMMITTEE
(and STOCK OPTION COMMITTEE)
Allan H. Selig, Chairman
Steven Cole
Paul J. Miller
Ronald B. Gordon
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Selig, a director of the Company and a member of both the
Compensation Committee and the Stock Option Committee, is President of
Selig Executive Leasing Company. During the fiscal year ended July 31,
1996, the Company paid a subsidiary of Selig Executive Leasing Co. an
aggregate of $80,608 in connection with the leasing by the Company of
automobiles from such subsidiary. The Company is obligated under the
leases to make payments aggregating $8,318 and $4,200 in fiscal years
1997 and 1998, respectively. The Company believes that the leases are on
terms no less favorable than would be available from a disinterested
third party. Mr. Miller, a director of the Company and a member of both
the Compensation and Stock Option Committees, is a partner of
Sonnenschein Nath & Rosenthal, general counsel to the Company.
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly cumulative
total shareholders' return on the Company's Common Stock against the yearly
cumulative total return of the Russell 2000 and the Russell 2000 Materials and
Processing Economic Sector Index (Peer Group). The graph assumes that the value
of the investment in the Company's Common Stock, the Russell 2000 Index and
the Russell 2000 Materials and Processing Economic Sector Index was $100
on July 31, 1991 and that all dividends were reinvested.
<TABLE>
<CAPTION>
Five Year Cumulative Total Returns
Oil-Dri Corporation of America
ODC RUSSELL PEER
2000 GROUP
<C> <C> <C> <C>
1991 $100.00 $100.00 $100.00
1992 $93.42 $114.51 $107.71
1993 $136.49 $141.32 $128.48
1994 $105.42 $147.92 $138.53
1995 $92.37 $184.80 $159.06
1996 $86.77 $197.57 $162.85
</TABLE>
<PAGE>
OTHER INFORMATION
Independent Public Accountants
The Company has selected Blackman Kallick Bartelstein as its
independent public accountants for the current fiscal year. Blackman
Kallick Bartelstein served in such capacity for the fiscal year ended
July 31, 1996. Representatives of Blackman Kallick Bartelstein will be
present at the Annual Meeting with an opportunity to make a statement if
they so desire and to answer questions that any stockholder may have.
Annual Report on Form 10-K
This Proxy Statement does not include information regarding
executive officers called for by Item 401(b) of Regulation S-K because
such information was furnished in the Company's Annual Report on Form 10-
K for the fiscal year ended July 31, 1996, and such information is
incorporated herein by reference thereto. The Company's Annual Report
on Form 10-K was filed with the Securities and Exchange Commission on
October 24, 1996. Each stockholder may obtain a copy of the Company's
1996 Annual Report to the Securities and Exchange Commission on Form 10-
K from the Company at no charge by written request to the Office of
Stockholder Relations, Oil-Dri Corporation of America, 410 North
Michigan Avenue, Suite 400, Chicago, Illinois 60611.
Stockholder Proposals
Stockholder proposals for inclusion in proxy material for the 1997
Annual Meeting of Stockholders should be addressed to the Office of
Stockholder Relations, Oil-Dri Corporation of America, 410 North
Michigan Avenue, Suite 400, Chicago, Illinois 60611, and must be
received before July 7, 1997.
2. OTHER MATTERS
At this time, the Board of Directors is not aware of any matters
not referred to herein which might be presented for action at the
meeting. However, if any other business should come before the meeting, votes
may be cast in respect to such matters in accordance with the best judgment of
the person or persons acting under the proxies.
By Order of the Board of Directors
[Sig.]
Richard M. Jaffee
Chairman and Chief Executive Officer
<PAGE>
Chicago, Illinois
November 4, 1996
<PAGE>
PROXY PROXY
OIL-DRI CORPORATION OF AMERICA
410 North Michigan Avenue, Chicago, Illinois 60611
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard M. Jaffee, Robert D. Jaffee and
Louis T. Bland as Proxies, each with the power to appoint his
substitute (the action of one, if only one be present and acting, to be in any
event controlling), and hereby authorizes them to represent and to vote, as
designated below, all of the shares of Common Stock and Class B Stock of Oil-Dri
Corporation of America held of record by the undersigned at the close of
business on October 25, 1996 at the annual meeting of stockholders to be held on
December 10, 1996 or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. EXCEPT AS OTHERWISE DIRECTED, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
<PAGE>
OIL-DRI CORPORATION OF AMERICA
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. //
1.Election of Directors -
Nominees: J. Steven Cole, FOR WITHHOLD FOR ALL (Except Nominee(s)
Ronald B. Gordon, Daniel Written Below)
S. Jaffee, Richard M. Jaffee // // //
Robert D. Jaffee, Edgar D. _____________________
Jannotta, Joseph C. Miller,
Paul J. Miller, Haydn H.
Murray, Allan H.Selig.
// Please check box if you are
planning to attend the meeting.
2.In their discretion, the Proxies
are authorized to vote upon such
other business as may properly
come before the meeting.
Dated:________________________________, 1996
Signature(s)___________________________________________
Please sign exactly as name appears on this
side of the proxy. When shares are held by
joint tenants, both should sign. When
signing as attorney, administrator, trustee
or guardian, please give full title as such.
If a corporation, please sign in full
corporate name by President or other
authorized officer. If a partner, please
sign in partnership name by an authorized
person.
