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))
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1 NAMES OF REPORTING PERSONS,
S.S. OR I.R.S. IDENTIFICATION NO.
Richard M. 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 1,148,965 Class B Shares
20,892 Common Shares
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,229,674 Class B Shares*
REPORTING 20,892 Common Shares
PERSON WITH
*NOTE: Includes 80,709 Class B Shares owned by Mrs.
Shirley Jaffee (wife of Richard M. Jaffee), as Trustee under
the Shirley H. Jaffee Declaration of Trust dated July 12,
1993. Mrs. Jaffee's voting of these Class B Shares has been
consistent with Mr. Richard M. Jaffee's voting.
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9 SOLE DISPOSITIVE POWER
1,148,965 Class B Shares
20,892 Common Shares
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10 SHARED DISPOSITIVE POWER None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,229,674 Class B Shares*
20,892 Common Shares
*NOTE: Includes 80,709 Class B Shares owned by Mrs. Shirley Jaffee
(wife of Richard M. Jaffee), under the Shirley H. Jaffee Declaration of
Trust dated July 12, 1993. Mrs. Jaffee is during her lifetime the trustee
and sole beneficiary of this trust. Mrs. Jaffee's voting of these Class B
Shares has been consistent with Mr. Richard M. Jaffee's voting.
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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).
67.6% of the Class B Shares and .5% of the Common Shares,
together representing 54.4% 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) Richard M. Jaffee
(b) Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(c) Chairman of the Board
Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(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
Richard M. 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, (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. Richard M. Jaffee owns beneficially 1,148,965 shares
of Class B Stock of Oil-Dri and 20,892 shares of Common
Stock of Oil-Dri. The Class B Stock and 2,292 shares of
the Common Stock are held by Richard M. Jaffee as Trustee
under the Richard M. Jaffee Revocable Trust of June 21,
1974, as amended. In addition, 80,709 shares of Class B
Stock held by Mr. Jaffee's wife, as Trustee under the
Shirley H. Jaffee Declaration of Trust dated July 12, 1993,
are treated for purposes of this Report as beneficially
owned by Mr. Richard M. Jaffee, since Mrs. Jaffee has voted
these shares consistent with Mr. Jaffee's voting. The
20,892 shares of Common Stock beneficially owned by Richard
M. Jaffee include 13,500 shares which he has the right to
acquire within 60 days of the date of this filing through
exercise of an option granted August 29, 1994 for purchase
of a total of 22,500 shares under the Oil-Dri 1988 Stock
Option Plan. The remaining options to purchase shares
under that grant are exercisable in increments of 20% of
the total grant on August 29, 1998, and 1999. The Common
Stock beneficially owned by Richard M. Jaffee also includes
5,000 shares which he has the right to acquire within 60
days of the date of this filing through exercise of an
option granted October 5, 1995 under the Oil-Dri 1995
Long-Term Incentive Plan to acquire a total of 20,000
shares of Oil-Dri Class A Common Stock, or if no Class A
Common Stock is issued and publicly traded on any
securities market when the option is exercised, then
Oil-Dri Common Stock. The remaining options to purchase
shares under that grant are exercisable in increments of
25% of the total grant on October 5, 1998, 1999, and 2000.
The shares beneficially owned by Richard M. Jaffee
constitute 67.6% of the Class B Stock and .5% of the Common
Stock outstanding at August 1, 1997, and, since the Class B
Stock is entitled to 10 votes per share, constitute 54.4%
of the voting power of Oil-Dri's Common and Class B Stock.
(b) Sole Power to Vote or Direct Vote. 1,148,965 shares of
Class B Stock and 20,892 shares of Common Stock.
Shared Power to Vote or Direct Vote: No shared power with
Robert D. Jaffee.
1,229,674 shares of Class B Stock (includes 80,709 shares
of Class B Stock held by Mr. Jaffee's wife as described in
Item 5(a))and 20,892 shares of Common Stock.
Sole Power to Dispose or Direct Disposition: 1,148,965
shares of Class B Stock and 20,892 shares of Common Stock.
<PAGE>
Shared Power to Dispose or Direct Disposition: None.
(c) During the past 60 days, Mr. Richard M. Jaffee effected the
following transactions:
Amount of Price
Securities Per Where and
Date Involved Nature of Transaction Share How Effected
8/6/97 341 Class B Acquisition by transfer to N/A N/A
Richard M. Jaffee Revocable
Trust from Richard M.
Jaffee Annuity Trust,
Daniel S. Jaffee Trustee
In addition, on 8/6/97 the Shirley H. Jaffee Declaration Trust acquired
341 shares of Class B stock from the Shirley H. Jaffee Annuity Trust,
Daniel S. Jaffee Trustee. Shirley H. Jaffee is Richard M. Jaffee's
spouse.
(d) No other person has the right to receive or the power to
direct receipt of dividends from, or proceeds from the sale
of, such securities.
(e) Not applicable.
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/ RICHARD M. JAFFEE
(Signature)
Richard M. Jaffee
