<PAGE> 1
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)
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 47
<PAGE> 2
CUSIP No. 677864 10 0 13D Page 2 of 47 Pages
<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS,
S.S. OR I.R.S. IDENTIFICATION NO.
Jaffee Investment Partnership, L.P. 36-4199570
- ----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) [X]
IF A MEMBER OF A GROUP (b) [ ]
- ----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
- ----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
- ----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States
- ----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 550,000 Class B Shares
SHARES ---------------------------------------------------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING
PERSON WITH
---------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
550,000 Class B Shares
---------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,000 Class B Shares
- ----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- ----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
30.2% of the Class B Shares and 0% of the Common Shares, together
representing 24.3% of the voting power of Issuer's outstanding
stock at December 31, 1997.
- ----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
CUSIP No. 677864 10 0 13D Page 3 of 47 Pages
<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS,
S.S. OR I.R.S. IDENTIFICATION NO.
Richard M. Jaffee ###-##-####
- ----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) [X]
IF A MEMBER OF A GROUP (b) [ ]
- ----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
- ----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
- ----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
- ----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
650,943 Class B Shares
NUMBER OF 20,792 Common Shares
SHARES ---------------------------------------------------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 629,387 Class B Shares
PERSON WITH 100 Common Shares
---------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
650,943 Class B Shares
20,792 Common Shares
---------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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
- ----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- ----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
70.4% of the Class B Shares and .5% of the Common Shares, together
representing 56.7% of the voting power of Issuer's outstanding
stock at December 31, 1997.
- ----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 4
CUSIP No. 677864 10 0 13D Page 4 of 47 Pages
<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS,
S.S. OR I.R.S. IDENTIFICATION NO.
Shirley H. Jaffee ###-##-####
- ----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) [X]
IF A MEMBER OF A GROUP (b) [ ]
- ----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
- ----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
- ----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
- ----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
79,387 Class B Shares
NUMBER OF
SHARES ---------------------------------------------------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 550,000 Class B Shares
PERSON WITH 100 Common Shares
---------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
79,387 Class B Shares
---------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
550,000 Class B Shares
100 Common Shares
- ----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
629,387 Class B Shares
100 Common Shares
- ----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- ----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
34.6% of the Class B Shares and 0% of the Common Shares, together
representing 27.8% of the voting power of Issuer's outstanding
stock at December 31, 1997.
- ----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 5
CUSIP No. 677864 10 0 13D Page 5 of 47 Pages
<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS,
S.S. OR I.R.S. IDENTIFICATION NO.
Susan Jaffee Hardin ###-##-####
- ----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) [X]
IF A MEMBER OF A GROUP (b) [ ]
- ----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
- ----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
- ----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
- ----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
23,861 Class B Shares
4,701 Common Shares
NUMBER OF
SHARES ---------------------------------------------------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 550,000 Class B Shares
PERSON WITH 39,473 Common Shares
---------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
23,861 Class B Shares
4,701 Common Shares
---------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
550,000 Class B Shares
100 Common Shares
- ----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
573,861 Class B Shares
44,174 Common Shares
- ----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- ----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
31.6% of the Class B Shares and 1% of the Common Shares, together
representing 25.6% of the voting power of Issuer's outstanding
stock at December 31, 1997.
- ----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 6
CUSIP No. 677864 10 0 13D Page 6 of 47 Pages
<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS,
S.S. OR I.R.S. IDENTIFICATION NO.
Karen Jaffee Cofsky ###-##-####
- ----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) [X]
IF A MEMBER OF A GROUP (b) [ ]
- ----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
- ----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
- ----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
- ----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
23,860 Class B Shares
NUMBER OF 5,125 Common Shares
SHARES ---------------------------------------------------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 550,000 Class B Shares
PERSON WITH 14,253 Common Shares
---------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
23,860 Class B Shares
5,125 Common Shares
---------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
550,000 Class B Shares
301 Common Shares
- ----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
573,860 Class B Shares
19,378 Common Shares
- ----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- ----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
31.6% of the Class B Shares and .4% of the Common Shares, together
representing 25.5% of the voting power of Issuer's outstanding
stock at December 31, 1997.
- ----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 7
CUSIP No. 677864 10 0 13D Page 7 of 47 Pages
<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS,
S.S. OR I.R.S. IDENTIFICATION NO.
Nancy E. Jaffee ###-##-####
- ----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) [X]
IF A MEMBER OF A GROUP (b) [ ]
- ----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
- ----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
- ----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
- ----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
24,192 Class B Shares
NUMBER OF 243 Common Shares
SHARES ---------------------------------------------------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 550,000 Class B Shares
PERSON WITH 100 Common Shares
---------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
24,192 Class B Shares
243 Common Shares
---------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
550,000 Class B Shares
100 Common Shares
- ----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
574,192 Class B Shares
343 Common Shares*
- ----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- ----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
31.6% of the Class B Shares and 0.0% of the Common Shares, together
representing 25.4% of the voting power of Issuer's outstanding
stock at December 31, 1997.
- ----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 8
CUSIP No. 677864 10 0 13D Page 8 of 47 Pages
<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS,
S.S. OR I.R.S. IDENTIFICATION NO.
Daniel S. Jaffee ###-##-####
- ----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) [X]
IF A MEMBER OF A GROUP (b) [ ]
- ----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
- ----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
- ----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
- ----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
57,787 Class B Shares
NUMBER OF 43,067 Common Shares
SHARES ---------------------------------------------------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 550,000 Class B Shares
PERSON WITH 3,602 Common Shares
---------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
57,787 Class B Shares
43,067 Common Shares
---------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
550,000 Class B Shares
100 Common Shares
- ----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
607,787 Class B Shares
46,669 Common Shares
- ----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- ----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
33.4% of the Class B Shares and 1.1% of the Common Shares, together
representing 27.1% of the voting power of Issuer's outstanding
stock at December 31, 1997.
- ----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 9
CUSIP No. 677864 10 0 13D Page 9 of 47 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
<TABLE>
<S> <C>
(a) Name: Jaffee Investment Partnership, L.P.
State of Organization: Delaware
Principal Business: Investment
Address of Principal Business:
Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(d) No
(e) No
* * * * *
(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
* * * * *
(a) Shirley H. Jaffee
(b) Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(c) None
(d) No
(e) No
(f) United States
* * * * *
</TABLE>
<PAGE> 10
CUSIP No. 677864 10 0 13D Page 10 of 47 Pages
<TABLE>
<S> <C>
(a) Susan Jaffee Hardin
(b) Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(c) Product Compliance Manager
Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, IL 60611
(d) No
(e) No
(f) United States
* * * * *
(a) Karen Jaffee Cofsky
(b) Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(c) Human Resources Director
Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(d) No
(e) No
(f) United States
* * * * *
(a) Nancy E. Jaffee
(b) Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(c) None
(d) No
(e) No
(f) United States
* * * * *
</TABLE>
<PAGE> 11
CUSIP No. 677864 10 0 13D Page 11 of 47 Pages
<TABLE>
<S> <C>
(a) Daniel S. Jaffee
(b) Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(c) President and CEO
Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(d) No
(e) No
(f) United States
</TABLE>
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
The purpose of the transaction was to form the Jaffee Investment
Partnership, L.P. No member of the Group has any 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number and Percentage of Class Beneficially owned
The aggregate number and percentage of Class B shares
(outstanding at December 31, 1997) beneficially owned by each person
named in Item 2 and the aggregate number and percentage of Common
Shares (outstanding at December 31, 1997) beneficially owned by each
such person is shown below.
<PAGE> 12
CUSIP No. 677864 10 0 13D Page 12 of 47 Pages
The percentage of total voting power of all shares
beneficially owned by each person is also shown. Note that
Class B shares are entitled to 10 votes per share.
<TABLE>
<CAPTION>
=================================================================================================================================
Name # of % of # of % of
Class B Detail of Class B Class B Common Detail of Common Share Common
% of Voting Power Shares Share Ownership Shares Shares Ownership Shares
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Jaffee Investment 550,000 30.2% 0 0
Partnership, LP
Voting Power
24.3%
- ---------------------------------------------------------------------------------------------------------------------------------
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 Richard Trustee under the Richard
Voting Power M. Jaffee Revocable Trust M. Jaffee Revocable Trust
56.7% of 6/21/74. of 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.
- ---------------------------------------------------------------------------------------------------------------------------------
Shirley H. Jaffee 629,387 79,387 shares held by 34.6% 100 Held in joint tenancy 0%
Shirley H. Jaffee, as with spouse.
Voting Power trustee under the Shirley
27.8%. H. Jaffee Declaration of
Trust of 7/12/93.
550,000 shares held by
the Jaffee Investment
Partnership, LP
=================================================================================================================================
</TABLE>
<PAGE> 13
CUSIP No. 677864 10 0 13D Page 13 f 47 Pages
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
=================================================================================================================================
Susan Jaffee 573,861 22,361 shares held 31.6% 44,174 4,701 shares held 1%
Hardin directly. directly.
Voting Power 1,500 shares held as 100 shares held in joint
25.6% trustee for minor child. tenancy with spouse.
550,000 shares held by 35,553 shares held by
the Jaffee Investment spouse, Richard M. Hardin.
Partnership, LP.
3,820 shares are in the
form of employee stock
options exercisable
by spouse, Richard M.
Hardin, within 60 days
of the date of this filing.
Mr. Hardin has voted his
shares consistent with
Ms. Hardin's voting.
- ---------------------------------------------------------------------------------------------------------------------------------
Karen Jaffee 573,860 22,360 shares held 31.6% 19,378 63 shares held directly. .4%
Cofsky directly.
301 shares held in joint
Voting Power 1,500 shares held as tenancy with spouse.
25.5% trustee for minor child.
5,062 shares are in the
550,000 shares held by form of employee stock
the Jaffee Investment options exercisable
Partnership, LP. within 60 days of the
date of this filing.
390 shares held by
spouse, Thomas F. Cofsky.
13,562 shares are in the
form of employee stock options
exercisable by spouse, Thomas
F. Cofsky, within 60 days of
the date of this filing.
Mr. Cofsky has voted his
shares consistent with
Mrs. Cofsky's voting.
=================================================================================================================================
</TABLE>
<PAGE> 14
CUSIP No. 677864 10 0 13D Page 14 of 47 Pages
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
=================================================================================================================================
Nancy E. Jaffee 574,192 22,692 shares held 31.6% 343 243 shares held directly. 0%
directly.
Voting Power 100 shares held in joint
25.4% 1,500 shares held as tenancy with spouse.
trustee for minor child.
550,000 shares held by the Jaffee
Investment Partnership, LP.
- ---------------------------------------------------------------------------------------------------------------------------------
Daniel S. Jaffee 607,787 23,861 shares held 33.4% 46,669 3,005 shares held 1.1%
directly. directly.
Voting Power
27.1% 16,963 shares held as 100 shares held in joint
trustee of the tenancy with spouse.
Shirley H. Jaffee 1993
Annuity Trust dated 40,062 shares are in the
5/17/93. form of employee stock
options exercisable
16,963 shares held as within 60 days of the
trustee of the Richard M. date of this filing.
Jaffee 1993 Annuity Trust
dated 5/17/93. 2 shares held by spouse,
Heidi M. Jaffee.
550,000 shares held by 3,500 shares are in the
the Jaffee Investment form of employee stock
Partnership, LP. options exercisable by
spouse, Heidi M. Jaffee,
within 60 days of the
date of this filing.
Mrs. Jaffee has voted her
shares consistent with
Mr. Jaffee's voting.
=================================================================================================================================
</TABLE>
<PAGE> 15
CUSIP No. 677864 10 0 13D Page 15 of 47 Pages
(b) The voting power and power of disposition of each
person named in Item 2 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>
Jaffee Investment 550,000 0 550,000 0
Partnership, LP Class B Shares Class B
Shares
- ---------------------------------------------------------------------------------------------------------------------------------
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 Jaffee
Partnership, LP. Shares Shares Investment
20,792 100 Partnership, LP.
Common Shares Common Shares 79,387 Class B shares held by
spouse, Shirley H. Jaffee, as Common Shares held
trustee under the Shirley H. 100 Common in joint tenancy
Jaffee Declaration of Trust of Shares with spouse.
7/12/93.
Mrs. Jaffee has voted these
shares consistent with Mr.
Jaffee's voting.
Common Shares held in
joint tenancy with spouse.
- ---------------------------------------------------------------------------------------------------------------------------------
Shirley H. 79,387 550,000 Class Class B Shares held by the 79,387 550,000 Class B Shares
Jaffee Class B B Shares Jaffee Investment Partnership, LP Class B Class B held by the Jaffee
Shares* Shares* Shares Investment
*Voting of 100 Common Common Shares Held in joint Partnership, LP
these shares Shares tenancy with spouse.
has been Common Shares Held
consistent 100 Common in joint tenancy
with Mr. Shares with spouse.
Richard M.
Jaffee's
voting of his
shares.
=================================================================================================================================
</TABLE>
<PAGE> 16
CUSIP No. 677864 10 0 13D Page 16 of 47 Pages
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
=============================================================================================================================
Susan Jaffee 23,861 Class 550,000 Class Class B shares held by the 23,861 550,000 Class B Shares
Hardin B Shares B Shares Jaffee Investment Partnership, Class B Class B held by the Jaffee
LP. Shares Shares Investment
4,701 Common 39,473 Common Partnership, LP
Shares Shares Common Shares consist of 100
shares held in joint tenancy Common Shares Held
with spouse and 39,373 shares 4,701 100 Common in joint tenancy
owned by spouse, Richard M. Common Shares with spouse.
Hardin. Mr. Hardin has voted his Shares
shares consistent with Ms.
Hardin's voting.
- -----------------------------------------------------------------------------------------------------------------------------
Karen Jaffee 23,860 Class 550,000 Class Class B shares held by the 23,860 550,000 Class B Shares
Cofsky B Shares B Shares Jaffee Investment Partnership, Class B Class B held by the Jaffee
LP. Shares Shares Investment
5,125 Common 14,253 Common Partnership, LP
Shares Shares Common Shares consist of 301
shares held in joint tenancy Common Shares held
with spouse and 13,952 shares 5,125 301 Common in joint tenancy
owned by spouse, Thomas F. Common Shares with spouse.
Cofsky. Mr. Cofsky has voted Shares
his shares consistent with Mrs.
Cofsky's voting.
- -----------------------------------------------------------------------------------------------------------------------------
Nancy E. Jaffee 24,192 Class 550,000 Class Class B shares held by the 24,192 550,000 Class B shares
B Shares B Shares Jaffee Investment Partnership, Class B Class B held by the Jaffee
LP. Shares Shares Investment
243 Common 100 Common Partnership, LP.
Shares Shares
Common Shares held
Common Shares held in joint 243 100 Common in joint tenancy
tenancy with spouse. Common Shares with spouse.
Shares
- -----------------------------------------------------------------------------------------------------------------------------
Daniel S. Jaffee 57,787 Class 550,000 Class Class B shares held by the 57,787 550,000 Class Class B Shares
B Shares B Shares Jaffee Investment Partnership, Class B B Shares held by the Jaffee
LP. Shares Investment
43,067 Common 3,602 Common Partnership, LP
Shares Shares
Common Shares consist of 100 100 Common Common Shares Held
shares held in joint tenancy 43,067 Shares in joint tenancy
with spouse and 3,502 shares Common with spouse.
owned by spouse, Heidi M. Shares
Jaffee. Mrs. Jaffee has voted
her shares consistent with Mr.
Jaffee's voting.
=============================================================================================================================
</TABLE>
<PAGE> 17
CUSIP No. 677864 10 0 13D Page 17 of 47 Pages
(c) Transactions in last 60 days for each person named in
Item 2 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>
Jaffee Investment 12/24/1997 550,000 Class B Shares Transfer from Partners as shown below
Partnership, LP
-------------------------------------------------------------------------------------------------------
Richard M. Jaffee 12/22/1997 248,350 Class B Shares Gift to Shirley H. Jaffee, spouse*
12/24/1997 250,000 Class B Shares Transfer to Jaffee Investment
Partnership, LP*
-------------------------------------------------------------------------------------------------------
Shirley H. Jaffee 12/22/1997 248,350 Class B Shares Gift from Richard M. Jaffee, spouse*
12/24/1997 250,000 Class B Shares Transfer to Jaffee Investment
Partnership, LP*
-------------------------------------------------------------------------------------------------------
Susan Jaffee Hardin 12/24/1997 12,500 Class B Shares Transfer to Jaffee Investment
Partnership, LP
-------------------------------------------------------------------------------------------------------
Karen Jaffee Cofsky 12/24/1997 12,500 Class B Shares Transfer to Jaffee Investment
Partnership, LP
-------------------------------------------------------------------------------------------------------
Nancy E. Jaffee 12/24/1997 12,500 Class B Shares Transfer to Jaffee Investment
Partnership, LP
-------------------------------------------------------------------------------------------------------
Daniel S. Jaffee 12/24/1997 12,500 Class B Shares Transfer to Jaffee Investment
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> 18
CUSIP No. 677864 10 0 13D Page 18 of 47 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
<TABLE>
<S> <C>
Exhibit 1 Exhibit Pursuant To Article 13D-1 (f)(iii)
Exhibit 2 Jaffee Investment Partnership, LP
Partnership Agreement
</TABLE>
This statement on Schedule 13D is filed on behalf of all of the
persons identified on the Cover Page as Reporting Persons and includes,
as Exhibit 1 attached, the agreement of all of those persons that such
statement is filed on behalf of each of them.
<PAGE> 19
CUSIP No. 677864 10 0 13D Page 19 of 47 Pages
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of each of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: January 19, 1998
JAFFEE INVESTMENT PARTNERSHIP, L.P.
By /s/ RICHARD M. JAFFEE
-----------------------------------------
Richard M. Jaffee
Managing General Partner
/s/ RICHARD M. JAFFEE
-----------------------------------------
Richard M. Jaffee
/s/ SHIRLEY H. JAFFEE
-----------------------------------------
Shirley H. Jaffee
/s/ SUSAN JAFFEE HARDIN
-----------------------------------------
Susan Jaffee Hardin
/s/ KAREN JAFFEE COFSKY
-----------------------------------------
Karen Jaffee Cofsky
/s/ NANCY E. JAFFEE
-----------------------------------------
Nancy E. Jaffee
/s/ DANIEL S. JAFFEE
-----------------------------------------
Daniel S. Jaffee
<PAGE> 20
CUSIP No. 677864 10 0 13D Page 20 of 47 Pages
EXHIBIT 1 PURSUANT TO RULE 13d-1 (f) (iii) TO SCHEDULE 13D
OIL-DRI CORPORATION OF AMERICA
FOR JAFFEE INVESTMENT PARTNERSHIP, L.P. ET AL
The statement on Schedule 13D for Jaffee Investment Partnership, L.P. and each
of the undersigned is filed on behalf of Jaffee Investment Partnership, L.P.
and each of the undersigned.
JAFFEE INVESTMENT PARTNERSHIP, L.P.
By /S/ RICHARD M. JAFFEE
-----------------------------------------
Richard M. Jaffee
Managing General Partner
/s/ RICHARD M. JAFFEE
-----------------------------------------
Richard M. Jaffee
/s/ SHIRLEY H. JAFFEE
-----------------------------------------
Shirley H. Jaffee
/s/ SUSAN JAFFEE HARDIN
-----------------------------------------
Susan Jaffee Hardin
/s/ KAREN JAFFEE COFSKY
-----------------------------------------
Karen Jaffee Cofsky
/s/ NANCY E. JAFFEE
-----------------------------------------
Nancy E. Jaffee
/s/ DANIEL S. JAFFEE
-----------------------------------------
Daniel S. Jaffee
<PAGE> 21
CUSIP No. 677864 10 0 13D Page 21 of 47 Pages
JAFFEE INVESTMENT PARTNERSHIP, L.P.
PARTNERSHIP AGREEMENT
This Limited Partnership Agreement (this "Agreement") is made in Chicago,
Illinois, as of December 23, 1997, by and among Richard M. Jaffee ("Richard"),
Shirley H. Jaffee ("Shirley"), Susan Jaffee Hardin ("Susan"), Karen Jaffee
Cofsky ("Karen"), Nancy E. Jaffee ("Nancy"), and Daniel S. Jaffee ("Daniel") as
general partners, and Richard M. Jaffee as trustee of the Richard M. Jaffee
Revocable Trust u/t/a dated 6/21/74 ("Richard's Trust"), Shirley H. Jaffee as
trustee of the Shirley Jaffee Declaration of Trust dated 7/12/93 ("Shirley's
Trust"), Susan, Karen, Nancy, and Daniel as limited partners. Richard, Shirley,
Susan, Karen, Nancy, Daniel and such other persons as may be admitted to the
Partnership from time to time as general partners are sometimes collectively
referred to as the "General Partners" and individually referred to as a "General
Partner." Richard's Trust, Shirley's Trust, Susan, Karen, Nancy, Daniel and such
other persons as may be admitted to the Partnership from time to time as limited
partners are sometimes collectively referred to as the "Limited Partners" and
individually referred to as a "Limited Partner." The General Partners and the
Limited Partners are sometimes collectively referred to as the "Partners" and
individually referred to as a "Partner."
I. Limited Partnership. The Partners hereby form a limited
partnership (the "Partnership") pursuant to the provisions of the Revised
Uniform Limited Partnership Act of the State of Delaware (the "State").
II. Name. The Partnership shall be conducted under the name of
"Jaffee Investment Partnership, L.P."
III. Term. The Partnership shall commence on the day upon which the
Certificate of Limited Partnership (the "Certificate") is duly filed in the
<PAGE> 22
CUSIP No. 677864 10 0 13D Page 22 of 47 Pages
office of the Secretary of State, State of Delaware, and shall continue until
terminated in accordance with this Agreement.
IV. Purposes. The purposes of the Partnership are to acquire, own,
hold for investment, sell, option, reinvest the proceeds from, and otherwise
trade and invest in interests in investment property, whether stocks, bonds,
futures, short or long positions, derivatives, hedges, swaps or other
investments publicly or privately sold or traded, and to engage in any and all
activities incidental thereto, including, without limitation, the financing and
refinancing of the assets of the Partnership, with the intention of providing
the highest possible return to the Partners consistent with sound business
practices and of promoting concentrated ownership of the assets of the
Partnership in order to preserve the benefits of those assets within and for the
family of the Partners; and to undertake, acquire, own, develop and commercially
exploit any and all lawful businesses under the laws of the State.
V. Office. The principal office of the Partnership shall be
maintained in care of Oil-Dri Corporation of America, 410 N. Michigan Avenue,
4th Floor, Chicago, Illinois 60611, or at such other place or places as the
General Partners may from time to time designate by notice to the Limited
Partners.
VI. Partners: Capital Contributions and Loans.
A. The Partnership is divided into 1000 units, each such unit (a
"Unit") representing 1/1000 of the total Partnership interests
(the "PARTNERSHIP INTERESTS") in the Partnership.
B. The Partners have, concurrently with the execution of this
Agreement, contributed the property described on attached Exhibit
A. Other than the capital contribution so described and any loan
made by a Partner to the Partnership, the Partners have no further
liability, for capital or otherwise, to either creditors of the
<PAGE> 23
CUSIP No. 677864 10 0 13D Page 23 of 47 Pages
Partnership, the Partnership, or the General Partners, the
liability of a Partner being limited to such capital contribution.
A capital account has been and will be maintained for each Partner
and has been credited in an amount equal to each Partner's
original capital contribution. No Partner will receive any
interest on his or her capital contribution.
C. Each Partner shall be deemed to hold and own the number of Units
listed opposite the Partner's respective name (the phrase "as
joint tenants" following any names shall mean that such Partners
hold their interest herein as joint tenants with right of
survivorship and not as tenants in common).
D. Any other provision of this Agreement notwithstanding, the General
Partners collectively must own at least a one percent interest in
each material item of the Partnership's income, gain, loss,
deduction, or credit during the entire existence of the
Partnership.
VII. Distribution of Funds, and Allocations of Profits and Losses.
A. The term "DISTRIBUTABLE FUNDS" shall mean the amount from time to
time by which the total of all cash available to the Partnership
from all sources is in excess of cash needed for expected debt
service, working capital retention requirements and all other
expenses normally incurred in the operation of the Partnership,
including reserves for future expenses, liabilities and
investments, as determined by the General Partners.
B. The General Partners shall determine, in their exclusive
discretion, the amount of Distributable Funds available from time
to time for distribution to the Partners, if any. If the General
Partners determine that Distributable Funds should be distributed
<PAGE> 24
CUSIP No. 677864 10 0 13D Page 24 of 47 Pages
to the Partners, the General Partners shall forthwith distribute
such Distributable Funds to the holders of all Units pro rata in
accordance with their respective holdings of Units.
C. The profits and losses for federal income tax purposes from the
operation of the Partnership for each fiscal year of the
Partnership shall be allocated among or borne by the Partners in
proportion to the number of Units owned by them, except to the
extent required to be otherwise allocated under Section 704(b) or
Section 704(c) of the Internal Revenue Code of 1986, as amended.
D. Except as specifically provided in this Agreement, the Partners
shall have no rights to distributions prior to the final
liquidation of the Partnership. Without limiting the foregoing,
the Partners shall have no rights to distributions upon withdrawal
from the Partnership whether voluntarily or by death, dissolution,
bankruptcy, insolvency or other act or operation of law.
VIII. Distributions in Liquidation. Upon termination of the Partnership,
the Partners shall proceed to wind up and liquidate the affairs and property of
the Partnership. The proceeds of any liquidation of Partnership property will be
distributed to and apportioned among the Partners in the same manner as provided
in Paragraph 7.
IX. Additional Capital Contributions and Loans to Partnership by Partners.
No Partner may make capital contributions to the Partnership in excess of such
Partner's agreed amounts except as otherwise directed by the General Partners. A
Partner's loans to the Partnership are to be considered separate and apart from
the Units held by such Partner.
X. Fiscal Year. The fiscal year of the Partnership shall be the calendar
year.
<PAGE> 25
CUSIP No. 677864 10 0 13D Page 25 of 47 Pages
XI. Books, Records and Reports.
A. The General Partners shall keep or cause to be kept all of the
Partnership records and complete accurate books of account of the Partnership
business on a cash or accrual basis in accordance with generally accepted
accounting principles. Such records and books shall be maintained at the office
of the Partnership and shall be open to reasonable inspection and examination by
all of the Partners or their duly appointed representatives.
B. The General Partners shall retain and direct the Partnership's
accountants to prepare and file federal, Illinois and all other applicable
partnership tax returns as soon as practicable after the end of each fiscal
year, and to deliver to each Partner an annual statement of each Partner's share
of Partnership profits, losses, depreciation and other allowances, in such form
as may be necessary to assist the Partners in determining the amount of taxable
income or loss which should be included in their income tax returns. The
Partnership accountants shall be directed to mail such annual statement to each
Partner after the close of each fiscal year.
C. Bank Accounts. The funds of the Partnership shall be deposited by
the General Partners in the Partnership name in such bank account or accounts
as shall from time to time be designated by the General Partners. Any two of the
General Partners shall be authorized signatories on such accounts.
XII. General Partners' Right to Compensation. The General Partners shall,
subject to the consent of Partners holding a majority of the Units then held by
the Partners, have the right to reasonable compensation for performance of
services for the Partnership.
<PAGE> 26
CUSIP No. 677864 10 0 13D Page 26 of 47 Pages
XIII. Partnership Management.
A. General Authority. Subject to the limitations of this Agreement,
the General Partners shall manage the business of the Partnership
with all the rights and powers of general partners as provided in
the Delaware Revised Uniform Limited Partnership Act, shall
conduct all of the business of the Partnership, shall cause the
Partnership to perform all of the agreements, covenants and
conditions to be performed by the Partnership under this Agreement
or under any agreement from time to time entered into by the
Partnership, and may employ for the Partnership such persons,
firms, corporations or associations as they deem advisable for the
operation of the Partnership business and the consummation of the
transactions contemplated in this Agreement. Unless otherwise
specifically provided in this Agreement, all acts to be taken,
decisions to be made or consents to be given by the General
Partners shall be made by the agreement or consent of General
Partners holding a majority of the Units then held by General
Partners as General Partners.
B. Right to Compete. Anything contained in this Agreement to the
contrary notwithstanding, the Partners may engage in other
business ventures or activities of any nature and description
independently or with others exclusively for their own account,
and neither the Partnership nor any of the Partners shall have any
rights in and to such other venture or activities or any claim to
the income and profits derived therefrom.
C. No Duty to Application. In dealing with or making any payment or
distribution to a Partner who may be a trustee or fiduciary or to
a Partner's nominee or representative, neither the Partnership nor
<PAGE> 27
CUSIP No. 677864 10 0 13D Page 27 of 47 Pages
the General Partners shall be required to see to the application
of such payments or distribution.
D. Distribution of Assets. The General Partners shall not have the
authority to distribute assets of the Partnership other than cash
without the express written consent of the Limited Partners
holding a majority of the Units then held by the Limited Partners.
In addition, the General Partners shall not have the authority to
make distributions to the Partners which would leave the
Partnership with an inability to fulfill the working needs of the
business of the Partnership.
E. Title to Partnership Property. The Partners agree that all rights
and property which they now have or hereafter acquire relating to
the property of the Partnership shall be the rights and property
of the Partnership and shall be held and disposed of by the
Partners exclusively for the benefit of and as directed by the
Partnership. If the General Partners or a nominee of the
Partnership shall at any time acquire record title to or a
beneficial interest in the Partnership property or the option to
purchase the Partnership property, it shall certify to the
Partnership by instrument duly executed in form for recording in
the county or counties in which the Partnership property is
located, that it is acting only in the capacity of nominal record
holder or beneficial owner for the benefit of the Partnership
pursuant to the terms hereof.
F. Major Decisions. No act shall be taken, sum expended, decision
made or obligation incurred by the Partnership or any General
Partner with respect to a matter within the scope of any of the
issues enumerated below (each a "Major Decision"), unless and
<PAGE> 28
CUSIP No. 677864 10 0 13D Page 28 of 47 Pages
until the same has been approved by the General Partners holding a
majority of the Units then held by General Partners as General
Partners or expressly delegated by the General Partners in
writing. The Major Decisions are as follows:
1. Make any distribution from the Partnership to the Partners;
2. Consenting to the sale, assignment, mortgage, grant of a
security interest in, or pledge a Partnership Interest other
than, in each case, to a person who is already a Partner;
3. Borrow or lend money from or to any person including a
Partner on behalf of the Partnership or purchase any
security or bond;
4. Assign, transfer, pledge, compromise, or release any
claim of the Partnership except for full payment, or
arbitrate, or consent to the arbitration of any of its
disputes or controversies; and
5. Use the name, credit, or property of the Partnership for
any purpose other than a proper Partnership purpose.
G. Meetings of the General Partners. Meetings of the General
Partners may be held at such place, either within or without the
State, as provided in resolutions of the General Partners. In the
absence of any such resolution, all meetings shall be held at 410
N. Michigan Ave., 4th Floor, Chicago, IL 60611.
H. Annual Meeting. An annual meeting of the General Partners shall
be held on or before March 31 of each year beginning with the
year 1999 for the purpose of the transaction of such business as
may come before the meeting.
I. Act of General Partners. The act of the General Partners holding
a majority of the Units held by General Partners as General
Partners shall be the act of the General Partners and the
Partnership, except where otherwise provided by law or by the
Certificate or by this Agreement.
<PAGE> 29
CUSIP No. 677864 10 0 13D Page 29 of 47 Pages
J. Participation by Communication Equipment. General Partners may
participate in and act at any meeting of the General Partners
through the use of a conference telephone or other communication
equipment by means of which all persons participating in the
meeting can hear each other. Participation in such meeting by
communication equipment shall constitute attendance and the
presence in person at the meeting of the person or persons so
participating.
K. Proxies. A General Partner may appoint a proxy to vote or
otherwise act for it by signing an appointment form and
delivering it to the person so appointed. No proxy shall be valid
after the expiration of eleven (11) months from the date thereof
unless otherwise provided in the proxy. Every proxy continues in
full force and effect until revoked by the person executing it
prior to the vote pursuant thereto, except as otherwise provided
in this Section. Such revocation may be effected by a writing
delivered to the Partnership stating that the proxy is revoked or
by a subsequent proxy executed by, or by attendance at the
meeting and voting in person by, the person executing the proxy.
The dates contained on the forms of proxy presumptively determine
the order of execution, regardless of any postmark dates on
envelopes in which they are mailed. An appointment of a proxy is
revocable by a General Partner unless the appointment form
conspicuously states that it is irrevocable and the appointment
is coupled with an interest. Unless the appointment of a proxy
contains an express limitation on the proxy's authority, the
Partnership may accept the proxy's vote or other action as that
of the General Partner making the appointment.
<PAGE> 30
CUSIP No. 677864 10 0 13D Page 30 of 47 Pages
L. Action by Consent. Any action required to be taken at a meeting
of the General Partners or any other action which may be taken at
a meeting of the General Partners may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall
be signed by the General Partners having not less than the number
of votes that would be necessary to authorize or take such action
at a meeting at which all General Partners were present and
voting. Such consents may be given in writing on and/or by
facsimiles, copies or other reproduction or counterpart of the
resolution stating the action to which consent is given. If such
consent is signed by less than all of the General Partners, then
such consent shall become effective only if, at least five (5)
days prior to the effective date of such consent, a notice in
writing of the proposed action is delivered to all of the General
Partners.
M. Voting. Each General Partner shall have a number of votes equal
to the number of Units held by such General Partner as General
Partner.
N. Managing General Partner. Richard shall be the Managing General
Partner of the Partnership. If for any reason Richard ceases to
be the Managing General Partner, the General Partners shall elect
a new Managing General Partner. The Managing General Partner
shall be the tax matters partner of the Partnership. The
signature of the Managing General Partner shall be sufficient to
bind the Partnership. Unless specifically authorized by General
Partners holding a majority of the Units then held by General
Partners as General Partners, no Partner other than the Managing
General Partner shall have the authority to sign on behalf of the
Partnership.
<PAGE> 31
CUSIP No. 677864 10 0 13D Page 31 of 47 Pages
O. Day-to-Day Decisions. The following powers and authority shall
be deemed to be day-to-day decisions within the authority of the
Managing General Partner:
1. To employ attorneys, brokers, consultants, managers
and accountants on behalf of the Partnership, including
affiliates of the Managing General Partner;
2. To perform or cause to be performed all of the
Partnership's obligations under any agreement to which the
Partnership is a party;
3. To maintain the Partnership account records of all the
Partners, as well as the books of account of the
Partnership;
4. To cause the Certificate to be prepared and filed or
recorded where required, including any amendment thereto,
and to execute and record any other document that the
Managing General Partner deems necessary to enable the
Partnership to conduct its business as herein contemplated;
5. To take all actions the Managing General Partner deems
necessary or desirable to cause the Partnership to comply
with all provisions of applicable law;
6. To modify the time of the payment and/or accrual of fees
and salaries to be paid by the Partnership;
7. To make tax elections on behalf of the Partnership, sign
and file tax returns;
8. To retain any property which may be transferred to the
Partnership either by a Partner or by any other person in
accordance with the provisions of this Agreement, and from
time to time to invest and reinvest the Partnership assets
in any property, including deposits in banks and savings and
loan associations, stocks (common or preferred) in any
corporation (publicly or closely held) investment company
and mutual fund shares, bonds, debentures, mortgages, notes
and other securities, interests in general or limited
partnerships or joint ventures, interests in trusts
(including common trust funds), and interests in oil, gas or
mineral royalties, properties, titles and leases, and
partial or undivided interests in any property, although
such property may not be of a type or quality or such
retention or investment may not be consistent with
diversification principles otherwise considered proper for
investments and regardless of any other restrictions imposed
on the investment of funds by law, statute or rule of court
in force at the date hereof or at anytime hereafter;
<PAGE> 32
CUSIP No. 677864 10 0 13D Page 32 of 47 Pages
9. To employ such agents and counsel, including investment
advisors, to create such checking, savings, agency,
custodian, depository and investment accounts, and to rent
such safe deposit boxes, as the Managing General Partner
deems desirable to manage or protect the Partnership assets,
and to pay compensation therefor without diminishing any
compensation otherwise payable to the Managing General
Partner; the Managing General Partner shall be fully
protected in acting in good faith pursuant to the advice of
investment advisors pertaining to the retention, sale,
purchase, investment or reinvestment of any securities or
other assets, and shall not be liable for any loss sustained
by the Partnership by reason of anything done or omitted
pursuant to the advice of such investment advisors or by
reason of not following such advice, if the Managing General
Partner in good faith deems it preferable not to do so; and
the Managing General Partner may employ the Managing General
Partner's own investment advisors in addition to other
investment advisors of the Partnership and the compensation
of such investment advisors shall be payable from the
Partnership's assets without diminishing the compensation
otherwise payable to the Managing General Partner; and
10. To make, execute, acknowledge and deliver any and all
instruments and agreements necessary or appropriate to
effectuate the foregoing.
XIV. Transfer and Encumbrance by General Partner.
A. In case of the death, insanity, bankruptcy, insolvency,
resignation or inability of a General Partner to serve as a
General Partner (any of such events herein called a "removal of a
General Partner"), the Partnership shall not dissolve unless no
General Partner remains.
B. Upon the removal of a General Partner, (i) if the Partnership
would otherwise dissolve on such removal or (ii) if such General
Partner is the exclusive General Partner at the time of such
removal, the Partnership shall automatically dissolve unless
within ninety (90) days thereafter the remaining Partners holding
a majority of the Units then held by Partners shall elect to
continue the Partnership business. The election shall be
evidenced by a written notice within such ninety (90) day period
<PAGE> 33
CUSIP No. 677864 10 0 13D Page 33 of 47 Pages
sent to all Partners. Partners holding a majority of the Units
shall consent to the continuation by executing the election form
submitted to them. In the event of such election, the Partnership
shall not be dissolved, but shall continue with any successor
General Partner or Partners chosen by the remaining General
Partners holding a majority of the Units then held by General
Partners as General Partners. If no General Partner then exists,
the Partnership shall continue with one or more General Partners
chosen by the Limited Partners holding a majority of the Units
then held by Limited Partners. Any successor General Partner
shall have all of the rights and privileges of the General
Partners, as provided herein, including without limitation, the
right to file an Amended Certificate of Limited Partnership. In
the event that the Partners fail to consent to continue the
Partnership business within such ninety (90) days, the
Partnership shall be dissolved and terminated.
XV. Transfer and Encumbrance by Partners.
A. No Partner (any such intended or attempted transferor being a
"Transferor" whether or not such Transfer (as defined in
Paragraph 15.c.) is effective under this Agreement) shall
Transfer all or any part of his or her Partnership Interest
otherwise than in accordance with the provisions of this
Paragraph 15 and Paragraph 16, nor shall any such purported
Transfer in violation of such Paragraphs be effective for any
purpose.
B. Subject to Paragraphs 15.c. and 15.d., a Partner may Transfer
all or any part of his or her Partnership Interest to, or for the
benefit of, any Partner, a descendant or spouse of any Partner,
the descendant of a beneficiary of
<PAGE> 34
CUSIP No. 677864 10 0 13D Page 34 of 47 Pages
a trust which is a Partner, or a trust for the primary benefit of
any Partner or a descendant or spouse of a Partner, and, in the
case of a transfer to a Partner, the Partnership Interest of the
transferee (a "Transferee") shall be increased to the extent of
the Partnership Interest transferred.
C. Except as otherwise provided in this Agreement, no Partner shall
(i) sell, assign, transfer, convey (by document of testamentary
disposition, intestacy or otherwise by operation of law), give,
mortgage, pledge, charge or otherwise encumber, (collectively,
"Transfer") all or any part of his or her Partnership Interest,
or (ii) contract to Transfer all or any part of his or her
Partnership Interest, or (iii) permit the Transfer of all or any
part of his or her Partnership Interest without in each instance
obtaining the prior written consent of the General Partners,
which consent may be withheld in the exclusive discretion of the
General Partners. Any attempt to Transfer a Partnership Interest
without the required consent shall be void. The giving of consent
in connection with one or more Transfers shall not limit or waive
the need for such consent in connection with any other Transfers.
No such consent shall be required if the Transferee is already a
Partner.
D. Any other provision of this Agreement notwithstanding, neither
the Partnership nor any Partner shall Transfer all or any part of
any interest in the Partnership except to the Partnership or to
(i) any beneficial owner (a "Beneficial Owner") of Oil-Dri
Corporation of America Class B Stock, (ii) any Beneficial Owner's
spouse, (iii) any parent or any lineal descendant (including any
adopted child) of any parent of any Beneficial Owner or any
Beneficial
<PAGE> 35
CUSIP No. 677864 10 0 13D Page 35 of 47 Pages
Owner's spouse, and (iv) any trustee, guardian or custodian for
or any executor, administrator or other legal representative of
the estate of any of the foregoing. The General Partners shall
not have the authority to consent to a Transfer to a person
prohibited by the immediately preceding sentence.
E. Any other provision hereof notwithstanding, no Partner may
Transfer all or any part of his or her Partnership Interest
during any Partnership fiscal year if the Transfers theretofore
made (including, but not limited to, all Transfers by death or by
operation of law) of Partnership Interests during the period of
one year prior to the date of such proposed Transfer plus the
proposed Transfer would result in the termination of the
Partnership for federal income tax purposes.
F. No Transfer by a Partner shall dissolve the Partnership, other
than a Transfer by a General Partner described in Paragraph
14.b., and then only if the Partners do not elect to continue the
Partnership.
<PAGE> 36
CUSIP No. 677864 10 0 13D Page 36 of 47 Pages
XVI. Admission of New Partner.
A. Anything to the contrary herein notwithstanding, no
Transfer of a Partner's interest, or any part thereof, though
otherwise permitted hereunder, shall be valid and effective, and
the Partnership shall not recognize the same for the purposes of
making any distribution with respect to such interest or part
thereof, unless and until there shall be filed with the General
Partners an instrument in writing in the form attached hereto as
Exhibit B, with blanks appropriately filled in and subscribed by
both of the parties to the Transfer, and until the Partnership
shall have delivered to the Transferee an acknowledgment of the
Transfer. As provided in Paragraph 15 of this Agreement, except
in regard to Transfers to a Partner, the Transferee shall not
become a Partner unless, in addition to acknowledging the
Transfer, the General Partners consent to the Transfer, which
consent may be withheld in the General Partners' exclusive
discretion.
B. Anything to the contrary notwithstanding, unless and until the
Partnership accountants are given notice of the Transfer, the
Partnership may make distributions to the last known Partners
listed on its records. The Partnership shall, after recording any
Transfer pursuant to this Paragraph, thereafter pay all further
distributions of income, profits and contributions on account of
the Partnership Interest Transferred to the Transferee,
regardless of whether such Transfer, as between the parties
thereto, is or is intended to be by way of pledge, mortgage,
encumbrance or other hypothecation, until such time as the
Partnership Interest Transferred shall be further transferred on
its books in accordance with the provisions hereof.
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CUSIP No. 677864 10 0 13D Page 37 of 47 Pages
XVII. Termination of Partnership. The Partnership shall be dissolved
and terminated and its property and assets liquidated and distributed in
accordance with the provisions of Paragraph 8 only upon the occurrence of any
one of the following events:
A. Seventy-five (75) years from the date hereof.
B. If an election of the Partners to continue the Partnership
is required by Paragraph 14.b., and the Partners do not
elect to continue the Partnership.
C. The sale or other disposition of all or substantially all
of the assets of the Partnership.
D. The agreement of General Partners holding a majority of the
Units then held by General Partners as General Partners and
the Limited Partners holding 90% of the Units then held by
Limited Partners to dissolve and terminate the Partnership
and to liquidate and distribute its property.
XVIII. Distribution on Dissolution.
A. Upon the termination and dissolution of the Partnership, the
General Partners (or, in the case of the application of Paragraph
14.b., the liquidating agent) shall proceed to the liquidation of
the Partnership property and the proceeds of such liquidation
shall be applied and distributed in the following order of
priority:
1. To the payment of debts and liabilities of the Partnership
(other than any loans or advances that may have been made by
the Partners to the Partnership) and the expense of
liquidation;
2. To the setting up of any reserves necessary for any
contingent or unforeseen liabilities or obligations of the
Partnership arising out of or in connection with the
Partnership to be held by the General Partners (or the
liquidating agent as the case may be) for the purpose of
disbursing such reserves in payment of any of the
<PAGE> 38
CUSIP No. 677864 10 0 13D Page 38 of 47 Pages
aforementioned contingencies. At the expiration of such
period of time as the General Partners (or the liquidating
agent, as the case may be) shall deem advisable, they shall
distribute the balance thereof remaining in the manner set
forth in subparagraphs 18.a.(3) and 18.a.(4).
3. To the repayment of any loans or advances that may have
been made by any of the Partners, General or Limited, to the
Partnership; provided, however, if the amount available
therefor shall be insufficient to repay said loans entirely,
then pro rata on account thereof; and
4. Any balance then remaining shall be distributed among the
Partners in full satisfaction of their Partnership interest
as follows:
a. To the extent that all or a portion of the Partnership
property shall have been sold or otherwise reduced to
cash, the net proceeds shall be distributed among the
Partners in the manner and priority provided in
Paragraph 7 as if there had been a sale of the
Partnership property;
b. To the extent the Partnership property has not been
reduced to cash, and after distribution under
subparagraph 18.a.(4)(a) immediately above, the General
Partners (or the liquidating agent as the case may be)
may distribute all or a portion of the Partnership
property in kind so as to vest in each Partner, as a
tenant in common, an undivided percentage interest in
the Partnership property (subject to its liabilities)
equal to that proportion thereof that would have been
received by said Partner pursuant to Paragraph 7 had
there been a sale thereof.
B. A reasonable time shall be allowed for the orderly liquidation of
the Partnership property and the discharge of liabilities to
creditors so as to enable the General Partner (or the liquidating
agent as the case may be) to minimize the normal losses attendant
upon a liquidation.
C. Upon the General Partners (or liquidating agent as the case may
be) complying with the distribution plan set forth in this
Paragraph 18, the Limited Partners shall cease to be such, and
the General Partners (or the liquidating agent as the case may
be), as the exclusive remaining Partners of the Partnership,
shall
<PAGE> 39
CUSIP No. 677864 10 0 13D Page 39 of 47 Pages
execute, acknowledge, and cause to be filed a Certificate of
Cancellation of the Partnership.
XIX. Notices. Any notice required or permitted hereunder shall be in
writing and shall be deemed to have been given within five (5) days after the
same has been deposited in the United States mail and sent, by certified or
registered mail, return receipt requested, postage prepaid, to the parties
entitled thereto, directed to them at their last known address or at the address
stated under their name on the signature page of this Agreement. All notices to
the Partnership shall be directed to the Partnership's office. Addresses for
notice may be changed by notice.
XX. Successors. All the terms, covenants, and conditions of this
Agreement shall be binding upon and inure to the benefit of the administrators,
executors, heirs, successors and assigns of the Partners.
XXI. Dispute Resolution.
A. Litigation. Disputes that arise under this Agreement will be
resolved as follows:
1. Except as set out in Paragraph 21.a.(2) or 21.a.(3),
neither the Partnership nor any Partner shall bring a civil
action seeking enforcement of any right or any remedy
founded on this agreement.
2. The Partnership or any Partner may seek injunctive relief
to preserve the status quo pending the completion of
mediation and/or arbitration under this Agreement.
3. The Partnership or any Partner may seek a judicial order of
enforcement of the decision of the arbitrator under
Paragraph 21.c.
B. Mediation.
1. In the event a dispute arises relating to this Agreement
that a party to this Agreement believes cannot be resolved
through negotiation, that party may demand mediation by
notifying JAMS/Endispute in writing with copies to the
Partnership and to each Partner. The notification will state
with specificity the nature of the dispute.
<PAGE> 40
CUSIP No. 677864 10 0 13D Page 40 of 47 Pages
2. Upon receipt of the mediation demand, JAMS/Endispute will
promptly convene a pre-mediation telephone conference of
those parties it believes are involved in the dispute and any
other party that wishes to participate. All parties that
desire to participate will make a representative available
for such a conference within two business days of being
contacted by JAMS/Endispute.
3. During the pre-mediation telephone conference, the parties
will agree on mediation procedures or, in the event they
cannot agree, JAMS/Endispute will set mediation procedures.
4. The mediation procedures will provide for the mediation to
be completed within 30 business days of the initial demand
for mediation. All interested parties will participate in
good faith in the mediation, and will make best efforts to
reach a resolution within the 30-day time period. In
particular, each interested party will make available in a
timely fashion a representative with authority to resolve
the dispute.
5. If any party fails to participate in good faith in the
mediation, the mediator shall make a report of such lack of
good faith participation to the arbitrator appointed under
Paragraph 21.c.
6. In the event that the dispute has not been resolved within
30 business days after the mediation demand, the mediation
may continue if all the interested parties who have
participated in the mediation so desire. However, any party
that has participated in the JAMS/Endispute mediation may
also demand arbitration under Paragraph 21.c. seeking
enforcement founded on this Agreement within 30 business
days after mediation ends.
7. In the event that the mediation continues beyond 30 days,
but is not resolved within what JAMS/Endispute believes is a
reasonable time thereafter, JAMS/Endispute will so notify
the parties, and declare the mediation terminated.
C. Arbitration.
1. At any time in excess of 30 days after the mediation demand,
but within the time limits of Paragraph 21.b.(6), any party
that has participated in the JAMS/Endispute mediation may
demand arbitration seeking enforcement of any right or any
remedy founded on this Agreement.
2. The party seeking arbitration (Claimant(s)) shall notify
JAMS/Endispute of this Paragraph 21.c.(2) and the parties'
agreement that the arbitration shall be conducted according
to JAMS/Endispute's Arbitration Rules then in effect, except
as modified as follows:
<PAGE> 41
CUSIP No. 677864 10 0 13D Page 41 of 47 Pages
a. Regardless of the nature of the dispute, the dispute
shall be arbitrated by a single arbitrator.
b. Within twenty calendar days of the invitation of the
arbitration, JAMS/Endispute shall provide the parties
with a list of 10 potential arbitrators.
c. The Claimant(s) to the arbitration shall have a total
of 3 peremptory challenges which may be exercised for
any reason. Respondent(s) to the arbitration shall have
a total of 3 peremptory challenges which may be
exercised for any reason. Any party may make an
unlimited number of challenges for cause. Any challenge,
whether peremptory or for cause, must be submitted to
JAMS/Endispute within ten calendar days of the party's
receipt of the list or else the challenge will be
denied. For purposes of this paragraph, "receipt" is
deemed to be three days after the date of deposit in the
U.S. mail, correctly addressed, for delivery by
certified mail return receipt requested or the date of
transmission by facsimile machine.
d. JAMS/Endispute shall rule on all challenges for cause
and all peremptory challenges within 20 days of the date
the challenges are due. Upon so ruling, JAMS/Endispute
shall remove from the list the names successfully
challenged. If no arbitrators remain available on the
list, a subsequent list of 10 potential arbitrators
shall be distributed to the parties immediately and
Paragraph 21.c.(2)(c) shall apply to the subsequent
list. If one (or more) potential arbitrator(s) remain on
the list, JAMS/Endispute shall, at its exclusive
discretion, immediately select the single arbitrator who
shall arbitrate the dispute from the arbitrator(s)
remaining on the list, and shall notify the parties of
the selection within ten calendar days after the ruling
on the challenges.
3. The arbitrator shall have the right to award the prevailing
party its reasonable attorneys' fees and cost in the
arbitration. If the mediator makes a report to the
arbitrator of any parties' lack of good faith participation
in the mediation pursuant to Paragraph 21.b.(5), the
arbitrator shall take such lack of good faith participation
into consideration in deciding on the award of attorneys'
fees and costs.
4. Any demand for arbitration seeking enforcement of any right
or any remedy founded upon this Agreement must be commenced
within one year from such action's accrual, or will be
forever barred.
<PAGE> 42
CUSIP No. 677864 10 0 13D Page 42 of 47 Pages
XXII. Definitions. As used herein, all pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular,
or plural, whenever the identity of the person, persons or entity or the context
or facts require such construction.
XXIII. Governing Law and Severability. This Agreement shall be governed
by and construed according to the laws of the State of Delaware. If any term or
provision of this Agreement is held invalid, unenforceable, voidable or void,
said term or provisions shall not affect the validity of the Partnership or the
other terms or provisions of this Agreement which can be given effect without
the invalid term or provision.
XXIV. Counterparts and Execution by Partners. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original.
<PAGE> 43
CUSIP No. 677864 10 0 13D Page 43 of 47 Pages
XXV. Miscellaneous.
A. None of the provisions of this Agreement shall be for the
benefit of or enforceable by any creditor of the Partnership or
any creditor of any of the Partners.
B. Paragraph titles or captions are for convenience only, do not
in any way define, limit, extend or affect the scope or meaning of
the Paragraphs they precede or the scope or meaning of this
Agreement.
C. No change, amendment or modification of this Agreement shall be
valid unless the same shall be in writing and signed by the
General Partners holding a majority of the Units then held by
General Partners and the Limited Partners holding 90% of the Units
then held by Limited Partners.
XXVI. Obligations of Selling or Transferring Partner. In case of the
Transfer of the Partnership Interest of any Partner under this Agreement, any
amount then due and owing from the Transferor to any of the other Partners, or
the Partnership shall be repaid by such Transferor prior to or at the time of
the first receipt by the Transferor of any funds for the sale of his or her
Partnership Interest. If not so paid, any amount due to the Partnership by the
Transferor shall be repaid to the Partnership from the first proceeds otherwise
distributable thereafter to the Transferor or his or her Transferee by the
Partnership.
XXVII. Withdrawal from Partnership.
A. The General Partners shall have no right to withdraw from the
Partnership or liquidate the Partnership (other than in accordance
with the terms of this Agreement) without the consent of the
Limited Partners holding 90% of the Units then held by the Limited
Partners. The Partnership may offset against any distribution to a
<PAGE> 44
CUSIP No. 677864 10 0 13D Page 44 of 47 Pages
General Partner or the General Partner's transferee any damages
caused to the Partnership by that General Partner's violation of
the terms of this Agreement (including, but not limited to, court
costs, reasonable attorneys fees, and any management fee which is
paid to any substitute General Partner).
B. No Partner shall have the right to withdraw from the Partnership
or demand an accounting or a division of Partnership property
prior to final liquidation of the Partnership as provided in this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
GENERAL PARTNERS
<TABLE>
<CAPTION>
(each Unit is
NAME AND ADDRESS 1/1000) UNITS OWNED
- ---------------- -------------------
<S> <C>
/s/ RICHARD M. JAFFEE 3
- ----------------------------------------
Richard M. Jaffee
1418 N. Lake Shore Drive
Chicago, Illinois 60610
/s/ SHIRLEY H. JAFFEE 3
- ----------------------------------------
Shirley H. Jaffee
1418 N. Lake Shore Drive
Chicago, Illinois 60610
/s/ SUSAN JAFFEE HARDIN 1
- ----------------------------------------
Susan Jaffee Hardin
615 Keystone
River Forest, Illinois 60305
/s/ KAREN JAFFEE COFSKY 1
- ----------------------------------------
Karen Jaffee Cofsky
1127 North Kenilworth Parkway
Oak Park, Illinois 60302
</TABLE>
<PAGE> 45
CUSIP No. 677864 10 0 13D Page 45 of 47 Pages
<TABLE>
<S> <C>
/s/ NANCY E. JAFFEE 1
- ----------------------------------------
Nancy E. Jaffee
511 Cedar Street
Winnetka, Illinois 60093
/s/ DANIEL S. JAFFEE 1
- ----------------------------------------
Daniel S. Jaffee
635 Milburn
Evanston, Illinois 60201
</TABLE>
<PAGE> 46
CUSIP No. 677864 10 0 13D Page 46 of 47 Pages
LIMITED PARTNERS
<TABLE>
<CAPTION>
(each Unit is
NAME AND ADDRESS 1/1000) UNITS OWNED
- ---------------- -------------------
<S> <C>
/s/ RICHARD M. JAFFEE 451.6
- ----------------------------------------
Richard M. Jaffee, Trustee u/t/a dated 6/21/74
Richard M. Jaffee Revocable Trust
1418 N. Lake Shore Drive
Chicago, Illinois 60610
/s/ SHIRLEY H. JAFFEE 451.6
- ----------------------------------------
Shirley H. Jaffee, Trustee of the
Shirley Jaffee Declaration of Trust dated 7/12/93
1418 N. Lake Shore Drive
Chicago, Illinois 60610
/s/ SUSAN JAFFEE HARDIN 21.7
- ----------------------------------------
Susan Jaffee Hardin
615 Keystone
River Forest, Illinois 60305
/s/ KAREN JAFFEE COFSKY 21.7
- ----------------------------------------
Karen Jaffee Cofsky
1127 North Kenilworth Parkway
Oak Park, Illinois 60302
/s/ NANCY E. JAFFEE 21.7
- ----------------------------------------
Nancy E. Jaffee
511 Cedar Street
Winnetka, Illinois 60093
/s/ DANIEL S. JAFFEE 21.7
- ----------------------------------------
Daniel S. Jaffee
635 Milburn
Evanston, Illinois 60201
</TABLE>
<PAGE> 47
CUSIP No. 677864 10 0 13D Page 47 of 47 Pages
EXHIBIT A
DESCRIPTION OF PROPERTY
Number of Shares of Class B stock of
Oil-Dri Corporation of America, Inc.
<TABLE>
<S> <C>
GENERAL PARTNERS:
Richard M. Jaffee 1,650
Shirley H. Jaffee 1,650
Susan Jaffee Hardin 550
Karen Jaffee Cofsky 550
Nancy E. Jaffee 550
Daniel S. Jaffee 550
LIMITED PARTNERS:
Richard M. Jaffee, Trustee u/t/a dated 6/21/74
Richard M. Jaffee Revocable Trust 248,350
Shirley H. Jaffee, Trustee of the Shirley
Jaffee Declaration of Trust dated 7/12/93 248,350
Susan Jaffee Hardin 11,950
Karen Jaffee Cofsky 11,950
Nancy E. Jaffee 11,950
Daniel S. Jaffee 11,950
--------
Total 550,000
</TABLE>
