SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
OIL-DRI CORPORATION OF AMERICA
(Name of Issuer)
COMMON STOCK
and CLASS B STOCK
(immediately convertible into Common)
(Title of Class of Securities)
677864 10 0
(CUSIP Number)
Maryon Gray, 410 N. Michigan Ave., Ste. 400, Chicago, IL 60611
312, 321-1515
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
July 31, 1997
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Previous filing on Schedule 13G pursuant to Rule 13d-1(c).
Check the following box if a fee is being paid with this statement [ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
(Continued on following page(s))
<PAGE>
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1 NAMES OF REPORTING PERSONS,
S.S. OR I.R.S. IDENTIFICATION NO.
Robert D. Jaffee ###-##-####
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2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
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7 SOLE VOTING POWER
NUMBER OF SHARES 390,741 Class B Shares
No Common Shares
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
None
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
390,741 Class B Shares
No Common Shares
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,741 Class B Shares
No Common Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5% of the Class B Shares representing 17.3% of the voting power of
Issuer's outstanding stock at August 1, 1997. (See Item 5.)
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $.10
per share (and the Class B Stock, par value $.10 per share
immediately convertible into Common Stock) of Oil-Dri Corporation
of America, a Delaware corporation ("Oil-Dri"). Oil-Dri's
principal executive offices are located at 410 North Michigan
Avenue, Suite 400, Chicago, Illinois 60611.
Item 2. Identity and Background
(a) Robert D. Jaffee
(b) 650 Dundee Road
Suite 280
Northbrook, IL 60062
(c) retired
(d) No
(e) No
(f) United States
Item 3. Source and Amount of Funds or Other Consideration
No purchase of securities of Oil-Dri Corporation of America
("Oil-Dri") was involved.
Item 4. Purpose of Transaction
Robert D. Jaffee has no present plans or proposals which
relate to or would result in (i) the acquisition by any person of
securities of Oil-Dri or the disposition of securities of
Oil-Dri, but may from time to time sell securities of Oil-Dri,
(ii) any extraordinary corporate transaction of Oil-Dri or its
subsidiaries, (iii) a sale or transfer of a material amount of
assets of Oil-Dri or its subsidiaries, (iv) any change in the
board of directors or management of Oil-Dri, (v) any material
change in Oil-Dri's present capitalization, dividend policy,
business or corporate structure, (vi) any change to Oil-Dri's
charter or bylaws or other actions that may impede the
acquisition of control of Oil-Dri by any person, (vii) causing
Oil-Dri Common Stock to cease to be listed on the New York Stock
Exchange, or to become eligible for termination of registration
pursuant to Section 12(g)(4) under the Securities Exchange Act
of 1934, or (viii) any action similar to those enumerated above.
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) Aggregate Number and Percentage of Class Beneficially
Owned. Robert D. Jaffee owns beneficially 390,741 shares of
Class B Stock of Oil-Dri and no shares of Common Stock of
Oil-Dri. The Class B Stock is held by Robert D. Jaffee as
Trustee of the Robert D. Jaffee Revocable Trust of July 29,
1974, as amended.
The shares beneficially owned by Robert D. Jaffee
constitute 21.5% of the Class B Stock outstanding at August
1, 1997, and, since the Class B Stock is entitled to 10
votes per share, constitute 17.3% of the voting power of
Oil-Dri's Common and Class B Stock.
(b) Sole Power to Direct Vote: 390,741 shares of Class B Stock
and no shares of Common Stock.
Shared Power to Vote or Direct Vote: None
Sole Power to Dispose or Direct Disposition: 390,741
shares of Class B Stock and no shares of Common Stock.
Shared Power to Dispose or Direct Disposition: None.
(c) During the past 60 days, Mr. Robert D. Jaffee effected the
following transactions:
Amount of Price
Securities Nature of Per Where and
Date Involved Transaction Share How Effected
7/18/97 1,900 Class B Conversion & 17.635 NY Stock Exchange Open
Sale* Market Sale
7/31/97 46,475 Class B Conversion & 17.257 NY Stock Exchange Open
Sale* Market Sale
8/1/97 150,000 Class B Conversion & 17.375 Private Sale to Blue
Sale* Mountain Production
Company, a subsidiary of
Oil-Dri
* Conversion of Class B Stock in Trust ownership to Common Stock upon
sale of said stock.
(d) No other person has the right to receive or the power to
direct receipt of dividends from, or proceeds from the sale
of, such security.
(e) Not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Date: August 15, 1997
/s/ ROBERT D. JAFFEE
(Signature)
Robert D. Jaffee
