<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
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
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(CUSIP Number)
Maryon Gray, 410 N. Michigan Ave., Ste. 400, Chicago, IL 60611
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312-321-1515
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
December 24, 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> 2
CUSIP NO. 677864 10 0 13D Page 2 of 8 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Richard M. Jaffee ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) [X]
IF A MEMBER OF A GROUP (b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 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
650,943 Class B Shares
NUMBER OF 20,792 Common Shares
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 629,387 Class B Shares
100 Common Shares
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
650,943 Class B Shares
REPORTING 20,792 Common Shares
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 550,000 Class B Shares
100 Common Shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,280,330 Class B Shares
20,892 Common Shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.4% of the Class B Shares and .5% of the Common Shares,
together represented 56.7% of the voting power of Issuer's
outstanding stock at December 31, 1997.
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14 TYPE OF REPORTING PERSON
IN
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<PAGE> 3
CUSIP No. 677864 10 0 13D Page 3 of 8 Pages
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
This Schedule 13-D amends the prior filing of Mr. Jaffee
individually to reflect his becoming a member of a group
consisting of, in addition to himself:
Jaffee Investment Partnership, L.P., Shirley H.
Jaffee, Susan Jaffee Hardin, Karen Jaffee Cofsky,
Nancy E. Jaffee, Daniel S. Jaffee.
A Schedule 13-D for that group giving 13-D information for all
members of the group has been filed on the same day as this
Schedule is filed.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No purchase of securities of Oil-Dri Corporation of
America ("Oil-Dri") was involved.
<PAGE> 4
CUSIP No. 677864 10 0 13D Page 4 of 8 Pages
ITEM 4. PURPOSE OF TRANSACTION
This Amendment reflects a transaction by Richard M.
Jaffee in connection with the formation of the Jaffee
Investment Partnership, L.P. (see Item 2 above). Mr. 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> 5
CUSIP No. 677864 10 0 13D Page 5 of 8 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number and percentage of Class B shares
(outstanding at December 31, 1997) beneficially owned by
Richard M. Jaffee and the aggregate number and percentage
of Common Shares (outstanding at December 31, 1997)
beneficially owned by Mr. Jaffee is shown below.
The percentage of total voting power of all shares
beneficially owned is also shown. Note that Class B
shares are entitled to 10 votes per share.
<TABLE>
<CAPTION>
Name # of % of # of % of
% of Voting Class B Detail of Class B Class B Common Detail of Common Share Common
Power Shares Share Ownership Shares Shares Ownership Shares
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard M. 1,280,330 650,943 shares held by 70.4% 20,892 2,292 shares held by .5%
Jaffee Richard M. Jaffee as Richard M. Jaffee as
Trustee under the Trustee under the
Voting Power Richard M. Jaffee Richard M. Jaffee
56.7% Revocable Trust of Revocable Trust of
6/21/74. 6/21/74.
550,000 shares held by 100 shares held in joint
the Jaffee Investment tenancy with spouse.
Partnership, LP
18,500 shares are in the
79,387 shares held by form of employee stock
spouse, Shirley H. options exercisable
Jaffee, as trustee under within 60 days of the
the Shirley H. Jaffee date of this filing.
Declaration of Trust of
7/12/93.
Mrs. Jaffee has voted
these shares consistent
with Mr. Jaffee's
voting.
</TABLE>
<PAGE> 6
CUSIP No. 677864 10 0 13D Page 6 of 8 Pages
(b) The voting power and power of disposition is shown
below.
<TABLE>
<CAPTION>
Sole Shared Detail of Shared
Sole Voting Shared Voting Dispositive Dispositive Dispositive
Name Power Power Detail of Shared Voting Power Power Power Power
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard M. 650,943 Class 629,387 Class 550,000 Class B shares held by 650,943 550,000 Class B shares
Jaffee B Shares B Shares the Jaffee Investment Class B Class B held by the
Partnership, LP. Shares Shares Jaffee
Investment
20,792 100 79,387 Class B shares held by Partnership, LP.
Common Shares Common Shares spouse, Shirley H. Jaffee, as
trustee under the Shirley H.
Jaffee Declaration of Trust of 100 Common Shares
7/12/93. Common held in joint
Mrs. Jaffee has voted these Shares tenancy with
shares consistent with Mr. spouse.
Jaffee's voting.
Common Shares held in joint
tenancy with spouse.
</TABLE>
(c) Transactions in last 60 days are shown below. All of
the transactions were private transfers. Price per
share was not applicable to the transactions.
<TABLE>
<CAPTION>
# of Securities
Name Date Involved Nature of Transaction
----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Richard M. Jaffee 12/22/1997 248,350 Class B Gift to Shirley H. Jaffee, spouse*
Shares
12/24/1997 250,000 Class B Transfer to Jaffee Investment
Shares Partnership, LP*
</TABLE>
* Transactions do not reflect form of ownership or changes in
form of ownership which were reported in full on Form 4 for
Richard M. Jaffee filed with the SEC on 1/11/98.
(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.
<PAGE> 7
CUSIP No. 677864 10 0 13D Page 7 of 8 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Limited Partnership Agreement ("Agreement") of
Jaffee Investment Partnership, L.P. provides that, subject to
the limitations of the Agreement, the General Partners manage
the partnership business, with all rights and powers of
general partners as provided in the Delaware Revised Uniform
Partnership Act. It further provides that certain decisions
(distributions to Partners, sale, assignment or mortgage of,
grant of security interest in, or pledge of, a Partnership
Interest, borrowing, or lending, or purchasing of any
security) cannot be made unless approved by a majority of the
Units held by General Partners. It grants the power and
authority over day-to-day decisions to Richard M. Jaffee as
Managing General Partner. (Day-to-day decisions include the
investment and reinvestment of Partnership assets in any
property, including stock of any corporation.) (See Exhibit B
attached.)
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None - See Jaffee Investment Partnership, L.P.
Partnership Agreement filed as Exhibit 2 to Schedule
13-D filed by Richard M. Jaffee and other members of
the partnership group.
<PAGE> 8
CUSIP No. 677864 10 0 13D Page 8 of 8 Pages
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: January 16, 1998
/s/ RICHARD M. JAFFEE
----------------------------------
(Signature)
Richard M. Jaffee
