SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 3
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 1 of 8 Pages
<PAGE>
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1 NAMES OF REPORTING PERSONS,
S.S. OR I.R.S. IDENTIFICATION NO. Richard M. Jaffee ###-##-####
Robert D. Jaffee ###-##-####
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2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP See Item 3 (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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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY Robert D. Jaffee 390,741 Class B Shares
OWNED BY EACH No Common Shares
REPORTING
PERSON WITH Richard M. Jaffee 1,148,965 Class B Shares
20,892 Common Shares
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8 SHARED VOTING POWER
See Item 3 for termination of Shared Voting Power between
Richard M. Jaffee and Robert D. Jaffee.
Robert D. Jaffee None
Richard M. Jaffee None with Robert D. Jaffee*
*NOTE: See Item 5 for treatment of 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.
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9 SOLE DISPOSITIVE POWER
Robert D. Jaffee 390,741 Class B Shares
No Common Shares
Richard M. Jaffee 1,148,965 Class B Shares
20,892 Common Shares
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10 SHARED DISPOSITIVE POWER None.
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<PAGE>
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
See Item 3 for termination of Shared Voting Power, and thus termination of
aggregation of beneficial ownership, between Richard M. Jaffee and Robert
D. Jaffee.
Robert D. Jaffee 390,741 Class B Shares
No Common Shares
Richard M. Jaffee 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).
Robert D. Jaffee 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.)
Richard M. Jaffee 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
Richard M. Jaffee IN
Robert D. Jaffee 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
Richard M. Jaffee
(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
Robert D. Jaffee
(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.
The voting agreement described in item 3 of Amendment 2 to
Schedule 13D has terminated.
Item 4. Purpose of Transaction
See Item 3 for termination of voting agreement.
<PAGE>
Item 5. Interest in Securities of the Issuer
Richard M. Jaffee
(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.
<PAGE>
Sole Power to Dispose or Direct Disposition: 1,148,965 shares
of Class B Stock and 20,892 shares of Common Stock.
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
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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.
Robert D. Jaffee
(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 shares,
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.
<PAGE>
(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.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
None. See Item 3.
Item 7. Material to be Filed as Exhibits
None
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each
of 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
/s/ ROBERT D. JAFFEE
----------------------------------------
(Signature
Robert D. Jaffee
