As filed with the Securities and Exchange Commission on April 11, 1997
Reg. No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OIL-DRI CORPORATION OF AMERICA
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-2048898
(State of Incorporation) (I.R.S. Employer
Identification No.)
410 N. Michigan Avenue
Chicago, IL 60611
(Address and Zip Code of Principal Executive Offices)
Oil-Dri Corporation of America
1995 Long-Term Incentive Plan
(Full Title of the Plan)
Brian P. Curtis
Oil-Dri Corporation of America
410 N. Michigan Ave.
Chicago, IL 60611
312-321-1515
(Name, Address, and Telephone Number of Agent For Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Securities Amount Proposed Proposed Amount of
to be Registered to be Maximum Maximum Registration
Registered Offering Aggregate Fee
Registere Price Per Offering
Share (1)(2) Price (1)(2)
Common Stock, par
<S> <C> <C> <C> <C>
value $.10 per 500,000 $15.875 $7,937,500 $2,405.31
share shares
<S> <C> <S> <C> <S> <C>
Class A Common See Note (3) See Note (3) See Note (3)
Stock, par value
$.10 per share
</TABLE>
(1) Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average
of the high and low prices reported for the Registrant's common stock on
the New York Stock Exchange Composite Tape on April 7, 1997.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457 under the Securities Act of 1933, as
amended.
(3) This Registration Statement covers, in aggregate, up to 500,000 shares
of either Common Stock or Class A Common Stock issuable under the Plan.
Shares issuable under the Plan will be shares of Common Stock unless
Class A Common Stock is issued and publicly traded, in which event
shares of Class A Common Stock will be issued. At the date hereof, no
Class A Common Stock has been issued.
<PAGE>
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange
Commission (the "Commission"), this Registration Statement omits
the information specified in Part I of Form S-8.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
The following documents filed with the Commission by Oil-Dri Corporation
of America (the "Company") are incorporated in this Registration Statement
on Form S-8 (the "Registration Statement") by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended July 31, 1996 ("1996 Form 10-K").
(b) All other reports filed by the Company pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by the 1996
Form 10-K.
(c) The description of the Company's Common Stock, par value $.10 per
share (the "Common Stock") and Class A Common Stock, par value $.10
per shares (the Class A Common Stock) under the caption Description
of Common Stock, Class B Stock and Class A Common Stock in the
Company's Proxy Statement dated November 9, 1994.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered
hereunder have been sold or which deregisters all of the securities offered
then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such
documents.
The consolidated financial statements and schedules included in the
Company's 1996 Form 10-K have been audited by Blackman Kallick Bartelstein,
independent auditors, as set forth in their report thereon, and are
incorporated herein by reference. Such consolidated financial statements
are incorporated by reference herein in reliance upon such report given
upon the authority of said firm as experts in accounting and auditing.
Future financial statements of the Company and the reports thereon of
Blackman Kallick Bartelstein to be included in subsequent filed documents
also will be incorporated by reference in this Registration Statement in
reliance upon the authority of that firm as experts in giving those reports
to the extent such firm has audited those financial statements and
consented to the use of their reports thereon.
Item 4: Description of Securities
See Item 3(c), above, with respect to Class A Common Stock.
<PAGE>
Item 5: Interests of Named Experts and Counsel
The legality of the Common Stock being originally offered hereunder has
been passed upon by Sonnenschein Nath & Rosenthal ("SNR"), counsel to the
Company, 8000 Sears Tower, Chicago, Illinois 60606.
Item 6: Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons
who are, or are threatened to be made, parties to any threatened, pending
or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no
reasonable cause to believe his conduct was unlawful. A Delaware
corporation may indemnify officers and directors against expenses
(including attorneys' fees) in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged
to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred
to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.
In accordance with Section 102(b)(7) of the Delaware Law, the Certificate
of Incorporation, as amended, of the Company contains a provision to limit
the personal liability of the directors of the Company for violations of
their fiduciary duty. This provision eliminates director's liability to
the Company or its stockholders for monetary damages except (i) for any
breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware Law providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions,
or (iv) for any transaction from which a director derived an improper
personal benefit. The effect of this provision is to eliminate the
personal liability of directors for monetary damages for actions involving
a breach of their fiduciary duty of care, including any such actions
involving gross negligence.
Article VII of the By-Laws of the Company provides for indemnification of
the officers and directors of the Company to the full extent permitted by
applicable law. The Company has in effect insurance policies providing
both directors' and officers' liability coverage and corporation
reimbursement coverage.
<PAGE>
Item 7: Exemption from Registration Claimed
Not applicable.
Item 8: Exhibits
4.1 Articles of Incorporation of the Company, as amended
(Exhibit (3) to the Company's Quarterly Report on
Form 10-Q for the quarter ended January 31, 1995.)
*/
4.3 By-Laws of the Company as amended (Exhibit (3)(b) to
the July 31, 1995 Form 10-K)*/
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included
in Exhibit 5.1)
23.2 Consent of Blackman Kallick Bartelstein
___________________
*/ Incorporated by reference.
Item 9. Undertakings
(a) Rule 415 Offering. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Company pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference
in the Registration Statement.
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Incorporation of Subsequent Exchange Act Documents by Reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on
April 10, 1997.
OIL-DRI CORPORATION OF AMERICA
By: DANIEL S. JAFFEE
. Daniel S. Jaffee
President & Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel S. Jaffee and Brian P. Curtis
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done, in
and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, and each of them, and agents or their substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
RICHARD M. JAFFEE Chairman of the Board of April 10,
Richard M. Jaffee Directors 1997
and Chief Executive Officer
DANIEL S. JAFFEE President, Chief Operating April 10,
Daniel S. Jaffee Officer, and Director 1997
MICHAEL L. Vice President and Chief April 10,
GOLDBERG Financial Officer and Chief 1997
Michael L. Accounting Officer
Goldberg
JOSEPH C. MILLER Vice Chairman and Director April 10,
Joseph C. Miller 1997
JAMES F. JAPCZYK Controller and Chief April 10,
James F. Japczyk Accounting 1997
Officer
<PAGE>
Signature Title Date
J. STEVEN COLE Director April 10,
J. Steven Cole 1997
RONALD B. GORDON Director April 10,
Ronald B. Gordon 1997
PAUL J. MILLER Director April 10,
Paul J. Miller 1997
EDGAR D. JANNOTTA Director April 10,
Edgar D. Jannotta 1997
HAYDN H. MURRAY Director April 10,
Haydn H. Murray 1997
ALAN H. SELIG Director April 10,
Alan H. Selig 1997
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
4.1 Articles of Incorporation of the Company, as amended
(Exhibit (3) to the Company's Quarterly Report on Form
10-Q for the quarter ended January 31, 1995) * /
4.3 By-Laws of the Company amended June 16, 1995 (Exhibit
(3)(b) to the July 31, 1995 Form 10-K)*/
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in
Exhibit 5.1)
23.2 Consent of Blackman Kallick Bartelstein
___________________________
*/ Incorporated by reference.
<PAGE>
EXHIBIT 5.1
April 9, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Ladies and Gentlemen:
A Registration Statement on Form S-8 (the "Registration Statement") is
being filed on or about the date of this letter with the Securities and
Exchange Commission to register shares of common stock, par value $.10 per
share (the "Shares") and shares of Class A Common Stock, par value $.10 per
share (collectively, with the Shares, the "Stock"), of Oil-Dri Corporation
of America (the "Company") which may from time to time be offered by the
Company in connection with the Oil-Dri Corporation of America 1995 Long-
Term Incentive Plan (the "Plan"). This opinion is delivered in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act of 1933, as amended.
We have acted as counsel to the Company in connection with the
Registration Statement. In rendering this opinion, we have examined and
are familiar with originals or copies, certified or otherwise identified to
our satisfaction, of the corporate records of the Company, including its
Certificate of Incorporation, as amended, its By-Laws, and minutes of
directors' and stockholders' meetings, and such other documents (including
the Plan) and certificates of public officials, which we have deemed
relevant or necessary as the basis for the opinion as hereinafter set
forth.
We have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of
the originals of such latter documents. In making our examination of
documents executed by parties other than the Company, we have assumed that
such parties had the power, corporate or otherwise, to enter into and to
perform their respective obligations thereunder and have also assumed the
due authorization by all requisite action, corporate or otherwise, and the
execution and delivery by such parties of such documents and the validity
and binding effect thereof. As to any facts material to the opinion
expressed herein, we have relied upon oral or written statements and
representations of officers and other representatives of the Company and
others.
<PAGE>
Securities and Exchange Commission
April 9, 1997
Page 2
Based upon and subject to the foregoing, it is our opinion that the
shares of Stock that will be originally issued under the Plan have been
duly authorized and, when issued pursuant to, and in accordance with the
Plan, will be validly issued, fully paid and non-assessable.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to Sonnenschein Nath &
Rosenthal under the caption "Item 5: Interests of Named Experts and
Counsel" in the Registration Statement.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: DENNIS N. NEWMAN/S
Dennis N. Newman
<PAGE>
EXHIBIT 23.2
INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT
We consent to the incorporation by reference of our report on the
Company dated August 30, 1996, which is included in the Oil-Dri Corporation
of America Form 10-K for the fiscal year ended July 31, 1996, in the
Registration Statement on Form S-8 pertaining to the Oil-Dri Corporation of
America Long-Term Incentive Plan. We likewise consent to all references to
us in such Registration Statement on Form S-8.
Blackman Kallick Bartelstein
Chicago, Illinois
April 9, 1997
