As filed with the Securities and Exchange Commission on May 16, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
OIL-DRI CORPORATION OF AMERICA
(Exact name of issuer as specified in its charter)
DELAWARE 36-2048898
(State of incorporation) (I.R.S. Employer Identification No.)
410 N. Michigan Avenue, Chicago, Illinois 60611
(312) 321-1515
(Address including zip code, and telephone number including area code,
of principal executive offices)
BRIAN P. CURTIS
General Counsel
410 N. Michigan Avenue
Chicago, Illinois 60611
(312) 321-1515
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box.
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box. X
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering.
<PAGE>
If this Form is post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box.
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Securities Amount of Proposed Proposed Amount of
to be Registered Shares to be Maximum Maximum Registration
Registered Offering Aggregate Fee
Price Per Offering
Share (1)(2) Price (1)(2)
Common Stock, $.10
<S> <C> <S> <C> <C> <C>
par value per share 500,000 shares $15.5625 $7,781,25 $2,357.95
Class A Common
Stock, $.10 par
<S> <C> <S> <C> <S> <C> <S> <C>
value per share See Note (3) See Note (3) See Note (3) See Note (3)
</TABLE>
(1) Estimated pursuant to Rule 457(c) based on the average high and low
prices for the Common Stock as quoted on the New York Stock Exchange
on May 12, 1997.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
(3) This Registration Statement covers, in aggregate, up to 500,000 shares
of either Common Stock or Class A Common Stock issuable under the Plan.
Shares issuable under the Plan will be shares of Common Stock unless
Class A Common Stock is issued and publicly traded, in which event
shares of Class A Common Stock will be issued. At the date hereof,
no Class A Common Stock has been issued.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION - DATED MAY 16, 1997
PROSPECTUS
OIL-DRI CORPORATION OF AMERICA
500,000 SHARES OF COMMON STOCK ($.10 PAR VALUE PER SHARE), OR IF
CLASS A COMMON STOCK IS ISSUED AND PUBLICLY TRADED, THEN CLASS A
COMMON STOCK ($.10 PAR VALUE PER SHARE)
This Prospectus relates to up to 500,000 shares of Common
Stock, $.10 par value per share ("Common Stock"), or if Class A
Common Stock is issued and publicly traded, then Class A Common
Stock, $.10 par value ("Class A Common Stock" and referred to
collectively with the Common Stock as the "Stock") of Oil-Dri
Corporation of America (the "Company"), which may be offered and
sold to permissible transferees of participants in the Company's
1995 Long-Term Incentive Plan (the "Plan") pursuant to the
applicable terms, including, any applicable price terms of
(i) nonqualified stock options ("Options"), (ii) stock
appreciation rights ("SARs"), and (iii) performance units
("Performance Units") or performance shares ("Performance
Shares"), granted to such participants under the Plan. Such
Options, SARs, Performance Units and Performance Shares are
referred to collectively as "Stock Awards." Some or all of the
Stock Awards may be transferred by participants for no
consideration in accordance with the Plan and the grant documents
specifying the terms and conditions of such Stock Awards. This
Prospectus also relates to the offer and sale of Stock pursuant
to such Stock Awards to the beneficiaries of such permissible
transferees, or other persons duly authorized by law to adminis
ter the estate or assets of such persons. Certain types of
Awards under the Plan (incentive stock options and restricted
stock) cannot be transferred, and accordingly, this Prospectus
does not relate to any issuance of Stock pursuant to such awards.
Shares of Common Stock are traded on the New York Stock
Exchange ("NYSE") under the symbol "ODC". On May ___, 1997, the
closing sale price of the Common Stock on the NYSE was $_____ per
share. As of the date hereof, no Class A Common Stock has been
issued.
<PAGE>
No person has been authorized to give any information or to
make any representations, other than those contained in this
Prospectus, in connection with the offering made hereby, and if
given or made, such other information or representations must not
be relied upon as having been authorized by the Company. Neither
the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date
hereof. This Prospectus does not constitute an offer to sell
securities in any jurisdiction to any person to whom it would be
unlawful to make such an offer in such jurisdiction.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS MAY __, 1997.
<PAGE>
TABLE OF CONTENTS
Available Information
Documents Incorporated by Reference
The Company
Description of the Plan
Use of Proceeds
Plan of Distribution
Legal Matters
Experts
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files periodic reports, proxy
and information statements and other information, with the
Securities and Exchange Commission (the "SEC") pursuant to the
Exchange Act, relating to its business, financial statements and
other matters. Such reports, proxy and information statements
and other information can be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the SEC's regional offices
at 75 Park Place, New York, N.Y. 10007 and 500 West Madison,
Suite 1400, Chicago, Illinois 60621, and copies of such material
can also be obtained from the Public Reference Section of the
SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission maintains a Web Site that
contains reports, proxy and information statements and other
information regarding registrants that file electronically with
the Commission. The address of such site is http:\\www.sec.gov.
This Prospectus does not contain all the information set
forth in the Registration Statement on Form S-3 (the
"Registration Statement") filed by the Company with the SEC with
respect to the securities to which the Prospectus relates,
certain parts of which are omitted in accordance with the rules
and regulations of the SEC. For further information with respect
to the Company and the Stock, reference is made to the
Registration Statement including the exhibits thereto, which may
be inspected at the above referenced public reference facilities
of the SEC. Statements contained herein concerning the
provisions of any document are not necessarily complete and in
each instance reference is made to the copy of the document filed
as an exhibit or schedule to the Registration Statement. Each
such statement is qualified in its entirety by reference to the
copy of the applicable documents filed with the SEC.
The Common Stock is traded on the New York Stock Exchange
(the "NYSE") and reports and proxy statements and other
information concerning the Company also can be inspected at the
offices of the NYSE, 20 Broad Street, New York, New York 10005.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The Company has incorporated by reference into this
Prospectus the following documents: (1) the Company's annual
report on Form 10-K for the fiscal year ended July 31, 1996;
(2) the Company's quarterly reports on Form 10-Q for the fiscal
quarters ended October 31, 1996 and January 31, 1997; and (3) the
description of the Company's Common Stock and 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 and 15(d) of the Exchange Act prior to
the termination of the offering made hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of the filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will deliver without charge to each person to
whom this Prospectus is delivered upon the written or oral
request of such person, a copy of any and all of the most recent
reports, proxy statements and other communications distributed to
the Company's stockholders generally, together with any or all of
the information that is incorporated by reference in this
Prospectus (other than exhibits to such information unless such
exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates).
Requests for any of the documents described under this
caption or additional information regarding the Plan or the
administrators should be directed in writing to Oil-Dri
Corporation of America, c/o Employee Benefits Manager, 410 N.
Michigan Avenue, Chicago, Illinois 60611 or by calling (312) 321-1515.
THE COMPANY
The Company is a leader in developing, manufacturing and
marketing sorbent products and related services for the consumer,
industrial, environmental, agricultural and fluids purification
markets. The Company's products are principally produced from
clay minerals and, to a lesser extent, other sorbent materials.
Consumer products, consisting primarily of cat litter, are sold
through the grocery products industry, mass merchandising,
warehouse clubs, and pet specialty retail outlets. Industrial
and environmental products, consisting primarily of oil, grease
and water sorbents (both clay and nonclay), are sold to
distributors of industrial cleanup and automotive products,
environmental service companies, and retail outlets.
Agricultural products, which include carriers for crop protection
chemicals and fertilizers, drying agents, soil conditioners,
pellet binders for animal feeds and flowability aids, are sold to
manufacturers of agricultural chemicals and distributors of other
agricultural products. Fluids purification products, consisting
primarily of bleaching, filtration and clarification clays, are
sold to processors and refiners of edible and petroleum-based
oils.
The Company's sorbent technologies include absorbent and
adsorbent products. Absorbents, like sponges, draw liquids up
into their many pores. Examples of the Company's absorbent
products are CAT'S PRIDE Premium Cat Litter and other cat
litters, OIL-DRI ALL PURPOSE mineral floor absorbent and AGSORB
granular agricultural chemical carriers.
Adsorbent products attract liquids, impurities, metals and
surfactants to themselves and form low level chemical bonds. The
Company's adsorbents are used for cleanup and filtration mediums.
The Company's adsorbent products include OIL-DRI LITE Sorbents
for industrial and environmental cleanup, PURE-FLO, PURE-FLO
SUPREME, PERFORM and SELECT Bleaching Clays for edible oils,
fats and tallows, and ULTRA-CLEAR Clarification Aids for
petroleum based oils and by-products.
<PAGE>
The Company's principal executive offices are located at 410
N. Michigan Avenue, Suite 400, Chicago, Illinois, 60611,
telephone: (312) 321-1515.
DESCRIPTION OF THE PLAN
GENERAL INFORMATION
This description summarizes certain material provisions of
the Plan, and as such, it does not purport to be complete and is
qualified in its entirety by reference to the Plan. Terms used
herein and not otherwise defined shall have the respective
meanings set forth in the Plan.
INTRODUCTION
The Plan is a program under which the Company can, among
other things, grant selected employees Stock Awards which give
the recipients the opportunity to benefit from appreciation in
the market price of the Stock.
The Plan authorizes 500,000 shares of Stock to be issued
pursuant to the Plan. As of the date hereof, 334,125 shares of
Common Stock were subject to existing Options that had been
granted under the Plan and 2000 shares of restricted Stock had
been granted under the Plan. The Plan will terminate on August
10, 2005, but the Board can terminate it effective as of an
earlier date. However, a termination of the Plan would not
affect outstanding Stock Awards.
An aggregate of 500,000 shares of Stock, has been made
available and reserved for delivery by the Company on account of
the exercise of Stock Awards and payment of benefits in
connection with Stock Awards. Subject to the foregoing limit,
shares of Stock held as treasury shares may be used for or in
connection with Stock Awards. The Plan further provides that,
notwithstanding any other provision therein, no individual
employee may be granted Options and stock appreciation rights to
purchase more than 125,000 shares of Stock. Performance units
denominated in dollars reduce the number of shares of Stock
available for further Stock Awards by the dollar amount of the
performance units granted divided by the fair market value of a
share of Stock on the date preceding the grant; other Stock
Awards reduce the availability of Stock by the number of shares
of Stock covered by such Stock Awards.
<PAGE>
"Stock" means Class A Common Stock, $.10 par value per
share, or if no Class A Common Stock is issued and publicly
traded on any securities market as defined in the Plan, then
Common Stock, par value $.10 per share, of the Company. Class A
Common Stock is equal in all respects on a per share basis to the
Common Stock, except as to voting rights and stock splits or
stock dividends the Common Stock has one vote per share; the
Class A Common Stock is non-voting, except for limited voting
rights required by Delaware law. (Class B Stock of the Company,
which cannot be issued under the Plan, has ten votes per share.)
In a stock split or stock dividend, holders of Common Stock would
receive Common Stock, holders of Class A Common Stock would
receive Class A Common Stock, and holders of Class B Stock would
receive Class B Stock.
The Company believes that the Plan is not subject to any
provisions of the Employee Retirement Income Security Act of
1974. The Plan is not qualified under Section 401(a) of the
Internal Revenue Code of 1986 (the "Internal Revenue Code").
PURPOSE
The purposes of the Plan are: (i) to provide a means by
which key employees of the Company and its subsidiaries
("Subsidiaries") can acquire and maintain Stock ownership,
thereby strengthening their commitment to the success of the
Company and its Subsidiaries and their desire to remain employed
by the Company and its Subsidiaries, focusing their attention on
managing the Company as an equity owner, and aligning their
interests with those of the Company's Stockholders and (ii) to
enable the Company and its Subsidiaries to attract and retain key
employees and to provide such employees with additional incentive
and reward opportunities designed to encourage them to enhance
the profitable growth of the Company and its Subsidiaries.
ELIGIBILITY
Stock Awards may be granted under the Plan, to any employee
of the Company or of any Subsidiary, at the discretion of a
committee of the Board of Directors ("Committee"). (See "Adminis
tration.") In selecting the individuals to whom Stock Awards are
granted, as well as in determining the number of shares subject
to each grant, the Committee takes into consideration such
factors as it deems relevant to accomplish the purpose of the
Plan. (See "Purpose.")
STOCK AWARDS
Options
The Committee, within its discretion, may grant Options
under the Plan. When granted an Option, a Grantee will receive
an Award Agreement which will specify the principal terms of the
Option, such as the number of shares of Stock subject to the
Option, the Option exercise price per share of Stock, when the
Option can be exercised, and when the Option expires. The term
of all Options shall be a period of not more than ten years from
the grant date.
Pursuant to the Plan, the Option price may not be less than
100% of the fair market value of the Stock on the date an Option
is granted.
<PAGE>
Holders of Options may exercise Options in one or more
installments as determined by the Committee commencing not
earlier than one year after the date of grant by delivering a
written notice to the Company of the Holders' intent to purchase
a specific number of shares of Stock subject to the Option. (See
also "Change in Control.") The Option price may be paid with
cash, or (with the consent of the Committee) with Common Stock or
Class A Common Stock (valued at fair market value, as defined in
the Plan, on the last business day immediately preceding the date
of exercise), or through simultaneous sale through a broker of
shares of Stock acquired on exercise (as permitted under
Regulation T of the Federal Reserve Board), or any combination
thereof.
Stock Appreciation Rights
The Committee may, in its discretion, also grant SARs which
may be granted on a stand-alone basis or in tandem with shares of
Stock subject to an Option under the Plan. If SARs are granted
in tandem with shares of Stock subject to an Option under the
Plan, then, unless otherwise specified in the applicable Award
Agreement, a Holder's SARs shall terminate upon the exercise,
expiration, termination, forfeiture or cancellation of such
Option.
The amount received by a Holder upon the exercise of each
SAR (subject to any ceiling that may be imposed by the Committee)
shall be equal to the fair market value of a share of Stock on
the date of exercise reduced by an amount equal to (i) the
exercise price of a Plan Option, when SARs are granted in tandem
with such Options, or (ii) for all other SARs, the fair market
value of a share of Stock on the date the SAR is granted unless,
in either case, the Committee specified a higher amount in the
Award Agreement. Amounts payable in connection with the exercise
of SARs shall be paid in cash, provided that the Committee may
pay benefits with respect to any particular SAR exercise wholly
or partly in Stock. SARs will not generally be exercisable
earlier than the first anniversary of the grant date, and, to the
extent identified with a Plan Option, may be exercised to the
extent such Option has become exercisable. (See also "Change in
Control".) Unless otherwise provided in the Award Agreement, the
exercise of SARs identified with Plan Options shall result in the
forfeiture of such Option to the extent of the exercise.
Performance Units and Performance Shares
The Committee may, in its discretion, grant Performance
Units or Performance Shares under the Plan to provide a benefit
if specified performance goals determined by the Committee are
achieved during a designated measuring period of not less than
one year nor more than five years.
<PAGE>
If the minimum performance goals are met during the
applicable period, a Performance Unit will be deemed exercised on
the date it first becomes exercisable. (See also "Change in
Control.") The amount received by a Holder upon exercise of a
Performance Unit shall be equal to the product of (i) the Unit
Value (as defined below) multiplied by (ii) a percentage
designated by the Committee with respect to the level of
performance goals achieved during the applicable measuring
period. The Unit Value may be, as specified by the Committee,
(i) a dollar amount, or (ii) the fair market value of a share of
Stock on the date the Performance Unit is granted, or (iii) the
fair market value of a share of Stock on the exercise date of the
Performance Unit, plus, if provided in the Award Agreement, an
amount (the "Dividend Equivalent Amount") equal to the fair
market value of the number of shares of stock that would have
been purchased if each dividend paid on a share of Stock on or
after the Grant Date and on or before the exercise date were
invested in shares of Stock, at a purchase price equal to its
fair market value on the dividend payment date, or (iv) an amount
equal to the fair market value of a share of Stock on the
exercise date of the Performance Unit (plus if specified in the
Award Agreement, a Dividend Equivalent Amount) reduced by the
fair market value of a share of Stock on the Grant Date of the
Performance Unit.
Amounts payable in connection with the exercise of
Performance Units shall be paid in cash, provided that the
Committee may retain discretion in the Award Agreement to have
benefits paid with respect to any particular Unit wholly or
partly in Stock.
If the minimum performance goals are met during the
applicable period, the Holder of Performance Shares shall receive
shares of Stock equal in number to the product of (i) the number
of Performance Shares specified in the Award Agreement,
multiplied by (ii) a percentage designated by the Committee with
respect to the level of performance goals achieved during the
applicable measuring period. The Committee may determine that
cash be paid instead of some or all of such shares of Stock. The
amount of cash so payable shall be determined by the fair market
value of such shares on the business day preceding the date such
cash is to be paid. Any Performance Shares with respect to which
performance goals have not been achieved by the end of the
applicable measuring period shall expire.
TRANSFERABILITY
In general, a Grantee may not sell or otherwise transfer any
Stock Award granted under the Plan. However, each Stock Award
may be transferred by will, or the laws of descent and
distribution and each Stock Award may be transferred by the Grantee
for no consideration to any of the following permissible
transferees: any member of the Grantee's Immediate Family, and any
general or limited partnership each of the partners of which are
members of the Grantee's Immediate Family and which prohibits a
transfer of all or any part of any interest in the partnership
except to the partnership or to any of the foregoing; and to such
other person or entity, and on such terms and conditions, as the
Committee, in its discretion, may permit (collectively, "Permissible
Transferees"). "Immediate Family" means, with respect to a
particular Grantee, that Grantee's spouse, any parent and any
lineal descendent (including any adopted child) of any parent of
that Grantee or of that Grantee's spouse, and any trustee,
guardian or custodian for any of the foregoing.
Any transferred Award remains subject to the same terms
and conditions that applied before the Transfer. This generally
means that the Holder of a transferred Award has the same rights
and obligations as the Grantee of the Award before the transfer;
however, the term of an Award will be affected in the same manner
by the termination of employment of the Grantee regardless of
whether the Grantee transferred the Award prior to such
termination. (See "Termination of Employment.")
This Prospectus relates to up to 500,000 shares of Stock of
the Company which may be offered and sold to Permissible
Transferees pursuant to Stock Awards that may be transferred to
such Permissible Transferees as described in the immediately
preceding paragraph. As used herein, "Participant Transferor"
refers to the Plan participant (i.e., a Grantee) who transferred
Stock Awards held by a particular Permissible Transferee.
<PAGE>
Once a Stock Award has been transferred to a Permissible
Transferee, it may not be subsequently transferred by the
Permissible Transferee without the consent of the Committee.
A Stock Award may be exercised by a Permissible Transferee
at any time from the time first set by the Committee in the
original grant to the Participant Transferor until the close of
business on the expiration date of the Stock Award (as may be
affected by the Participant Transferor's employment status as
described below). Payment pursuant to Stock Awards by
Permissible Transferees may be made in the same manner as
described above for Grantees under the Plan.
TERMINATION OF EMPLOYMENT
The Award Agreement pertaining to each Stock Award shall set
forth the terms and conditions applicable to such Stock Award
upon a termination of employment of the Participant Transferor.
Because Stock Awards transferred to Permissible Transferees
continue to be governed by the terms of the Plan and the original
Stock Award, their exercisability continues to be affected by the
Participant Transferor's employment status. If the Participant
Transferor's employment is terminated as a result of (i) the
Participant Transferor's conviction of a felony which is, in the
opinion of the Committee, likely to result in injury of a
material nature to the Company or a Subsidiary, or (ii) the gross
and habitual negligence by the Participant Transferor in the
performance of the Participant Transferor's duties to the Company
or its Subsidiaries, any unexercised Stock Awards shall thereupon
terminate.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion is limited to United States federal
income tax laws applicable as of May, 1997 to Grantees and
Permissible Transferees who are both citizens and residents of
the United States. The United States federal income tax
treatment of Stock Awards granted to other Grantees or
transferred to other Permissible Transferees may differ. In
addition, the tax laws of other countries may provide for
different tax consequences to Grantees or Permissible Transferees
who are subject to such laws. The Stock Awards granted under the
Plan may also be subject to various state and local taxes which
vary from location to location. The specific federal, state and
local tax treatment will vary depending upon a Grantee's or
Permissible Transferee's individual circumstances. The general
principles for federal income taxation of Stock Awards
transferred to Permissible Transferees are not fully developed.
The Company's understanding of how such Stock Awards may be taxed
is set forth below. Grantees and Permissible Transferees are
urged to consult with their tax advisors to determine (i) how the
general principles apply to their individual circumstances, (ii) how
state and local tax laws apply, (iii) the tax treatment of option
exercises involving use of previously acquired Stock to pay all or
part of the exercise price, (iv) the taxation of option exercises
after the death of the Participant Transferor, and (v) how transfers
affect gift and estate taxes.
<PAGE>
Options
General Rule. Generally, a Grantee receiving an Option does
not realize any taxable income for federal income tax purposes at
the time of grant. The gift of an Option to a Permissible
Transferee will not result in taxable income to the Grantee or
the Permissible Transferee. (However, Grantees should consult
their tax advisors regarding the gift and estate tax implications
of such a transfer.) Upon exercise of an Option, the excess of
the fair market value of the Stock on the date of exercise over
the Option exercise price will be taxable to the Grantee as
ordinary income, whether or not the Option has been transferred
to a Permissible Transferee. Thus, it is important to recognize
that if the stock appreciation is substantial, the Grantee could
have substantial income tax liability resulting from the exercise
of the Option by the Permissible Transferee. A Grantee who has
not transferred the Option will have a capital gain (or loss)
upon the subsequent sale of the Stock in an amount equal to the
sale price reduced by the fair market value of the Stock on the
date the Grantee exercised the Option. If shares acquired upon
exercise of an Option by a Permissible Transferee are later sold
or exchanged, then the difference between the sales price and the
Permissible Transferee's tax basis for the shares will generally
be taxable as long-term or short-term capital gain or loss (if
the stock is a capital asset of the Permissible Transferee)
depending upon whether the Stock has been held for more than one
year after the exercise date. The tax basis for the shares in
the hands of the Permissible Transferee would be the exercise
price for the Option plus the amount of the income recognized
at the time of exercise. The holding period for purposes of
determining whether the capital gain (or loss) is a long- or
short-term capital gain (or loss) will commence on the date the
Option is exercised.
Permissible Transferees should consult their tax advisors
regarding the tax treatment of the exercise of transferred
Options involving the use of previously-acquired stock to pay all
or part of the Option exercise price. Tax advisors should also
be consulted regarding the income taxation of Option exercises
which take place after the death of the Grantee.
The Company is entitled to a tax deduction in the same
amount and in the same year in which the Grantee recognizes
ordinary income resulting from the exercise of an Option.
<PAGE>
SARs, Performance Units, Performance Shares
Generally, a Grantee receiving an SAR, Performance Unit or
Performance Share does not realize any taxable income for federal
income tax purposes at the time of grant. The gift of an SAR,
Performance Unit or Performance Share to a Permissible Transferee
will not result in taxable income to the Grantee or the
Permissible Transferee. (However, Grantees should consult their
tax advisors regarding the gift and estate tax implications of
such a transfer.) Any cash received by a Permissible Transferee
in connection with the exercise of an SAR, Performance Unit or
Performance Share and the fair market value of any Stock received
in connection with the exercise generally will be taxable as
ordinary income to the Grantee at the time of exercise. Thus, it
is important to recognize that if the amount paid to a
Permissible Transferee in connection with such exercise is
substantial, the Grantee could have substantial income tax
liability resulting from the exercise of a Stock Award by the
Permissible Transferee.
The Company will be entitled to a deduction at the time the
Grantee recognizes ordinary income in the amount equal to the
amount of ordinary income recognized by the Grantee.
Tax Withholding
Upon exercise of a Stock Award by a Permissible Transferee,
any federal, state or local withholding taxes arising from the
exercise are the obligation of the Participant Transferor. The
Company may require that a Participant Transferor pay an amount
sufficient to cover all withholding tax requirements. Normally, the
Participant Transferor may satisfy this withholding obligation by
writing a check to the Company or by another method permitted by
the Company.
<PAGE>
RESALE RESTRICTIONS
Subject to the Plan, and any restrictions that may be
imposed in connection with a Stock Award, Permissible Transferees
who acquire shares of Stock pursuant to the Plan generally may
resell the Stock so acquired. Permissible Transferees who may be
deemed to be affiliates of the Company pursuant to Rule 405 under
the Securities Act of 1933 (generally speaking, principal
stockholders, executive officers and directors of the Company)
who receive Stock may resell the Stock so acquired in accordance
with the requirements of Rule 144 promulgated under the
Securities Act of 1933, without, however, being subject to the
holding period requirement of Rule 144. Purchases and sales of
the Stock by directors and executive officers of the Company and
beneficial owners of more than 10% of the Common Stock
(including, for this purpose, Common Stock issuable upon
conversion of Class B Stock beneficially owned by such a
beneficial owner) of the Company (whether acquired hereunder or
otherwise acquired by such persons) may, under certain
circumstances, subject such persons to possible liability under
Section 16(b) of the Securities Exchange Act of 1934.
CHANGE IN CONTROL
In the event of a Change in Control, all Stock Awards will
become immediately and fully exercisable. In such event, the
benefit payable with respect to a Performance Unit or Performance
Share for which the applicable measuring period has not ended
would be equal to the product of the Unit Value multiplied
successively by (i) the fractional portion of the applicable
measuring period elapsed at the date of the Change in Control and
(ii) the greater of the target percentage related to the
Performance Unit or Performance Share or the maximum percentage,
if any, that would be earned under the terms of the Award
Agreement assuming that the rate at which the performance goals
have been achieved as of the date of the Change of Control would
continue until the end of the measuring period.
If the Committee in its discretion determines that the
exercise of a Stock Award would preclude the use of pooling of
interests accounting following an anticipated sale of the Company
and that such preclusion of pooling would have a material adverse
effect on such sale, the Committee may take action it deems
appropriate to preserve the pooling, including either
unilaterally canceling the Stock Award prior to the Change of
Control or causing the Company to pay the Stock Award rights
benefit in Stock if it determines that such payment would not
preclude the pooling.
Under the Plan, a "Change in Control" shall occur, with
certain exceptions, if (1) the Class B Stock of the Company
together with the Common Stock held by all the beneficial owners
of Class B Stock has less than 50% of the Voting Power of the
Company, and (a) any person or group (other than a Subsidiary or
any employee benefit plan of the Company or a Subsidiary) is or
becomes the beneficial owner of securities of the Company
representing 20% or more of the combined voting power of the
Company's then outstanding securities; or (b) there shall cease
to be a majority of the Board of Directors of the Company
consisting of individuals who at the effective date of the Plan
constituted the Board and any new directors whose election by the
Board or nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds of the directors
then still in office who either were directors at the effective
date of the Plan or whose election or nomination for election was
previously so approved; or (2) the stockholders of the Company
approve a merger, consolidation or reorganization of the Company
if the beneficial owners of the Company's voting securities
approving the transaction do not own more than 60% of the then
outstanding shares of Common Stock and combined Voting Power of
the Company's outstanding voting securities after such
transaction; or (3) the stockholders of the Company approve a
plan of complete liquidation or dissolution, or approve the sale
or other disposition of all or substantially all of the assets of
the Company.
<PAGE>
ADMINISTRATION
The Plan is administered by the Committee, which is located
at the Company's principal executive office. The Committee is
composed of not less than three directors of the Company who are
disinterested persons ("Disinterested Persons") within the
meaning of Rule 16b-3 under the Exchange Act; provided, however,
that: (i) membership on the Committee shall be subject to such
changes as the Board deems appropriate to permit transactions
pursuant to the Plan to be exempt from liability under Section
16(b) of the Exchange Act and Rule 16b-3 thereunder; and (ii) the
Board may, in its discretion, reserve to itself or delegate to
another committee of the Board any or all of the authority and
responsibility of the Committee with respect to Stock Awards to
Grantees who are not subject to potential liability under Section
16(b) of the Exchange Act with respect to transactions involving
equity securities of the Company at the time any such delegated
authority or responsibility is exercised.
Consistent with recent changes in Rule 16b-3, the Board has
provided that the Plan will be administered by the Committee,
three members of which are Disinterested Persons who will
exercise all authority with respect to Plan-related transactions
involving persons subject to Section 16(b) (generally, directors,
executive officers and 10% stockholders). The Committee also
includes one additional director who participates in other
Committee actions; such additional member is Paul J. Miller, who
is a partner of Sonnenschein Nath & Rosenthal, General Counsel to
the Company.
The members of the Committee are appointed by the Board for
such terms as the Board determines, and may be removed by the
Board at any time. Vacancies in the Committee are filled by the
Board.
The Committee may equitably adjust the terms and price of
Stock Awards under the Plan to reflect a stock dividend, stock
split, reverse stock split, share combination, change in
capitalization, merger, consolidation, asset spin-off,
reorganization, or similar event, of or by the Company. In the
event of change in capitalization the Committee may also
equitably adjust the total number of shares of Stock available
for Stock Awards under the Plan.
<PAGE>
The Committee also has discretionary authority, among other
things, to: (i) grant Stock Awards; (ii) determine whether or not
certain Stock Awards are identified with other Stock Awards, and,
if so, whether they shall be exercisable cumulatively with, or
alternatively to, such Stock Awards; (iii) interpret the Plan and
make all determinations necessary or advisable for administration
of the Plan; (iv) make or rescind rules relating to the Plan,
including the exercisability and nonforfeitability of Stock
Awards upon the termination of employment of a Grantee; (v)
determine terms of Award Agreements, including Performance Goals,
if any, which terms need not be identical and modify or cancel
Award Agreements with the consent of the Grantee (except that the
consent of the Grantee is not required for any modification to a
Stock Award which has not been exercised if the modification (a)
does not adversely affect the rights of the Grantee, or (b) is
necessary or advisable because of any new or changed law,
regulation, ruling or judicial decision); (vi) accelerate or
extend the exercisability of, and accelerate or waive
restrictions applicable to, any Stock Award; (vii) make such
adjustments or modifications to Stock Awards to Grantees working
outside the United States as are necessary and advisable to
fulfill the purposes of the Plan; and (viii) impose such
additional conditions, restrictions, and limitations upon the
grant, exercise or retention of Stock Awards as it may deem
appropriate, including requiring simultaneous exercise of related
identified Stock Awards, and limiting the percentage of Stock
Awards which may from time to time be exercised by a Grantee.
The determination of the Committee on all matters relating
to the Plan or any Award Agreement shall be final. No member of
the Committee may be held personally liable for any action,
determination or interpretation made in good faith with respect
to the Plan or any Stock Award thereunder.
AMENDMENT OF THE PLAN
The Board can modify the Plan, without approval of the
Company's stockholders, except as such stockholder approval may
be required under the listing requirements of any stock exchange
on which are listed any of the Company's equity securities.
USE OF PROCEEDS
The Company intends to use any proceeds received from the
exercise of Stock Awards for general corporate purposes.
PLAN OF DISTRIBUTION
As described elsewhere in this Prospectus, the shares of
Stock offered hereby shall be issued by the Company in accordance
with the terms of the Plan. (See "Use of Proceeds".)
LEGAL MATTERS
The legality of the Stock covered hereby has been passed
upon for the Company by Sonnenschein Nath & Rosenthal.
Sonnenschein Nath & Rosenthal has also advised the Company
concerning certain Federal income tax consequences related to
Stock Awards under the Plan and the transfer and exercise
thereof. Paul J. Miller a partner of Sonnenschein Nath &
Rosenthal ("SNR") is a director of the Company and owns 7,878
shares of the Company's Common Stock (including shares owned by
his spouse and children). Other SNR attorneys working on this
matter own no shares of the Company's Common Stock.
<PAGE>
EXPERTS
The consolidated financial statements of the Company
included in the Company's Annual Report on Form 10-K for the year
ended July 31, 1996 have been audited by Blackman Kallick
Bartelstein LLP, independent auditors, as set forth in their
report thereon included therein, and incorporated herein by
reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting
and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
An itemized statement of the amount of all expenses incurred
by the Company in connection with the issuance and distribution
of the Common Stock registered hereunder. All of the amounts are
estimated, except the Securities and Exchange Commission registra
tion fee.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee $ 2,357.95
Accounting Fees and Expenses $ 1,000.00
Legal Fees and Expenses $ 10,000.00
<S> <C>
Total $ 13,357.95
</TABLE>
ITEM 15. 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 proceed
ing, 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
officers 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.
<PAGE>
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 stock
holders, (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 liabil
ity 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 16. EXHIBITS.
Exhibit No. Description of Document
(4) Instruments defining the rights of security holders, including
indentures:
(a) Debt Securities
(i) Note Agreement, dated April 5, 1991, between
Registrant and the Teacher's Insurance and Annuity
Association of America regarding $8,000,000 9.38%
Senior Notes due November 15, 2001. Incorporated by
reference to Exhibit 10(h) to Registrant's Annual
Report on Form 10-K for the fiscal year ended July 31,
1991.
(ii) Note Agreement, dated as of April 15, 1993,
between Registrant and the Teacher's Insurance and
Annuity Association of America regarding $6,500,000
7.17% Senior Notes due August 15, 2004. Incorporated
by reference to Exhibit 10(i) to Registrant's Annual
Report on Form 10-K for the fiscal year ended July 31,
1993.
(iii) Credit Agreement, dated as of September 21, 1994,
between Registrant and Harris Trust and Savings Bank
regarding $5,000,000 7.78% Term Loan Note and
$5,000,000 Revolving Credit Note. Incorporated by
reference to Exhibit 10(i) to Registrant's Annual
Report on Form 10-K for the fiscal year ended July 31,
1994.
(iv) $10,000,000 unsecured line of credit agreement
dated as of July 25, 1996 between Registrant and Harris
Trust and Savings. Incorporated by reference to Exhib
it 10(l) to Registrant's Annual Report on Form 10-K for
the fiscal year ended July 31, 1996.
(v) Letter of Credit Agreement, dated as of
October 1, 1988 between Harris Trust and Savings Bank and
Blue Mountain Production Company in the amount of
$2,634,590 in connection with the issuance by Town of
Blue Mountain, Mississippi of Variable/Fixed Rate
Industrial Development Revenue Bonds, Series 1988 B
(Blue Mountain Production Company Project) in the
aggregate principal amount of $2,500,000 and related
Indenture of Trust, Lease Agreement, Remarketing Agree
ment and Guaranties. The Registrant agrees to furnish
this agreement upon the request of the Commission.
<PAGE>
8.1 Opinion and Consent of Sonnenschein Nath & Rosenthal.
23.1 Consent of Blackman Kallick Bartelstein LLP, independent auditors
23.3 Consent of Sonnenschein Nath & Rosenthal, included in Exhibit 8.1
24 Power of Attorney (included on the signature page)
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities
Act of 1933;
(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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b), if, in the
aggregate, the changes in volume and price
represent no more than 20 percent change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective 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 state
ment;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securi
ties Exchange Act of 1934 that are incorporated by reference in
this registration statement.
<PAGE>
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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 termi
nation of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or
controlling person of the registrant 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
registrant 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 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 Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3, and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly autho
rized, in the City of Chicago, and State of Illinois, on the 16th
day of May, 1997.
OIL-DRI CORPORATION OF AMERICA
By /s/ DANIEL S. JAFFEE
Daniel S. Jaffee
President & Chief Operating Officer
Each person whose signature appears below constitutes and
appoints Daniel S. Jaffee and Brian P. Curtis 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 (including post-effective amendments)
to this Registration Statement, and to file the same, with all
exhibits thereto and all other 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 requi
site 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 agents or any of them, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the follow
ing persons in the capacities indicated and on the 16th day of
May 1997.
Signature Title
/s/ RICHARD M. JAFFEE Chairman of the Board of Directors
Richard M. Jaffee and Chief Executive Officer
/s/ DANIEL S. JAFFEE President, Chief Operating Officer,
Daniel S. Jaffee and Director
/s/ ROBERT D. JAFFEE Director
Robert D. Jaffee
<PAGE>
Signature Title
/s/ MICHAEL L. GOLDBERG Vice President and Chief Financial
Michael L. Goldberg Officer
/s/ JAMES F. JAPCZYK Controller and Chief
James F. Japczyk Accounting Officer
/s/ J. STEVEN COLE Director
J. Steven Cole
/s/ RONALD B. GORDON Director
Ronald B. Gordon
/s/ EDGAR D. JANNOTTA Director
Edgar D. Jannotta
/s/ JOSEPH C. MILLER Vice Chairman and Director
Joseph C. Miller
/s/ PAUL J. MILLER Director
Paul J. Miller
/s/ HAYDN H. MURRAY Director
Haydn H. Murray
/s/ ALAN H. SELIG Director
Alan H. Selig
EXHIBIT 8.1
SONNENSCHEIN NATH & ROSENTHAL
8000 Sears Tower
Chicago, IL 60606
Dennis N. Newman
(312) 876-8179
May 15, 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-3 (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"). The Stock may be
issued to employees granted certain awards of Stock pursuant to
the Plan ("Stock Awards") or their transferees ("Permissible
Transferees"). 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>
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 are also of the opinion that under
current law, the discussion set forth under the heading "Federal
Income Tax Consequences" in the Registration Statement, although
general in nature, is an accurate summary of the material federal
income tax consequences related to Stock Awards granted under the
Plan which have been transferred by the participant as permitted
thereunder.
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 "Experts" in the Registration
Statement.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/ DENNIS N. NEWMAN
Dennis N. Newman
EXHIBIT 23.1
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-3
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-3 and the related
Prospectus.
Blackman Kallick Bartelstein, LLP
Chicago, Illinois
May 16, 1997
<PAGE>
EXHIBIT INDEX
8.1 Opinion and Consent of Sonnenschein Nath & Rosenthal.
23.1 Consent of Blackman Kallick Bartelstein LLP,
independent auditors
