SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended January 31, 1999 Commission File Number 0-8675
OIL-DRI CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
DELAWARE 36-2048898
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
410 North Michigan Avenue
Chicago, Illinois 60611
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 321-1515
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
at least the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.
Common Stock - 5,470,252 Shares (Including 1,067,460 Treasury Shares)
Class B Stock - 1,765,266 Shares (Including 342,241 Treasury Shares)
2
OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
----------------------------------
JANUARY 31 JULY 31
ASSETS 1999 1998
----------------------------------
CURRENT ASSETS
Cash and Cash Equivalents $ 7,399 $ 9,410
Investment Securities 1,225 1,173
Accounts Receivable 28,341 24,561
Allowance for Doubtful Accounts (387) (351)
Inventories 13,025 13,258
Prepaid Expenses and Taxes 6,102 5,558
-------- --------
TOTAL CURRENT ASSETS 55,705 53,609
-------- --------
PROPERTY, PLANT AND EQUIPMENT - AT COST
Cost 129,853 126,378
Less Accumulated Depreciation and
Amortization (67,447) (63,493)
-------- --------
TOTAL PROPERTY, PLANT
AND EQUIPMENT, NET 62,406 62,885
-------- --------
OTHER ASSETS
Goodwill & Intangibles (Net of
Accumulated Amortization) 9,571 8,963
7Deferred Income Taxes 3,740 3,697
Other 4,783 5,061
-------- --------
TOTAL OTHER ASSETS 18,094 17,721
-------- --------
TOTAL ASSETS $136,205 $134,215
======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
3
OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
---------------------------------
JANUARY 31 JULY 31
LIABILITIES & STOCKHOLDERS' EQUITY 1999 1998
---------------------------------
CURRENT LIABILITIES
- -------------------
Current Maturities of Notes Payable $ 3,280 $ 2,084
Accounts Payable 4,093 4,416
Dividends Payable 492 444
Accrued Expenses 9,621 10,024
Special Charge Reserve 296 358
--------- ---------
TOTAL CURRENT LIABILITIES 17,782 17,326
--------- ---------
NONCURRENT LIABILITIES
Notes Payable 39,130 39,976
Deferred Compensation 3,048 3,174
Other 2,213 1,931
--------- ---------
TOTAL NONCURRENT LIABILITIES 44,391 45,081
--------- ---------
TOTAL LIABILITIES 62,173 62,407
--------- ---------
STOCKHOLDERS' EQUITY
Common and Class B Stock 724 724
Paid-In Capital in Excess of Par Value 7,702 7,702
Restricted Unearned Stock Compensation (29) (51)
Retained Earnings 88,531 85,158
Cumulative Translation Adjustment (1,191) (1,151)
--------- ---------
95,737 92,382
Less Treasury Stock, At Cost (21,705) (20,574)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 74,032 71,808
--------- ---------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 136,205 $ 134,215
========= =========
The accompanying notes are an integral part of the consolidated financial
statements.
4
OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
(UNAUDITED)
-----------------------------------
FOR THE SIX MONTHS ENDED
JANUARY 31
-----------------------------------
----------------- -----------------
1999 1998
----------------- -----------------
NET SALES $ 91,105 $ 80,661
Cost Of Sales 61,812 55,467
---------- ----------
GROSS PROFIT 29,293 25,194
Selling, General And Administrative Expenses 21,961 18,700
Special Charge -- 3,129
---------- ----------
INCOME FROM OPERATIONS 7,332 3,365
OTHER INCOME (EXPENSE)
Interest Expense (1,594) (801)
Interest Income 260 217
Other, Net 21 (297)
---------- ----------
TOTAL OTHER EXPENSE, NET (1,313) (881)
---------- ----------
INCOME BEFORE INCOME TAXES 6,019 2,484
Income Taxes 1,715 708
---------- ----------
NET INCOME 4,304 1,776
RETAINED EARNINGS
Balance at Beginning of Year 85,158 82,243
Less Cash Dividends Declared 948 920
---------- ----------
RETAINED EARNINGS - JANUARY 31 $ 88,514 $ 83,099
========== ==========
NET INCOME PER SHARE:
BASIC $ 0.73 $ 0.28
========== ==========
DILUTIVE $ 0.72 $ 0.28
========== ==========
AVERAGE SHARES OUTSTANDING:
BASIC 5,862 6,267
========== ==========
DILUTIVE 5,979 6,308
========== ==========
The accompanying notes are an integral part of the consolidated financial
statements.
5
OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
(UNAUDITED)
-----------------------------------
FOR THE THREE MONTHS ENDED
JANUARY 31
-----------------------------------
----------------- -----------------
1999 1998
----------------- -----------------
NET SALES $ 47,435 $ 40,912
Cost Of Sales 32,227 27,616
---------- ----------
GROSS PROFIT 15,208 13,296
Selling, General And Administrative Expenses 11,385 9,875
Special Charge -- 3,129
---------- ----------
INCOME FROM OPERATIONS 3,823 292
OTHER INCOME (EXPENSE)
Interest Expense (802) (362)
Interest Income 116 105
Other, Net 46 (152)
---------- ----------
TOTAL OTHER EXPENSE, NET (640) (409)
---------- ----------
INCOME BEFORE INCOME TAXES 3,183 (117)
Income Tax Expense (Benefit) 907 (20)
---------- ----------
NET INCOME (LOSS) 2,276 (97)
NET INCOME (LOSS) PER SHARE:
BASIC $ 0.39 $ (0.02)
========== ==========
DILUTIVE $ 0.38 $ (0.02)
========== ==========
AVERAGE SHARES OUTSTANDING:
BASIC 5,843 6,259
========== ==========
DILUTIVE 6,055 6,286
========== ==========
The accompanying notes are an integral part of the consolidated financial
statements.
6
OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
---------------------------------
FOR THE SIX MONTHS ENDED
JANUARY 31
---------------------------------
---------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES 1999 1998
- ------------------------------------
---------------- ----------------
NET INCOME $ 4,304 $ 1,776
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 4,261 3,844
Non-cash special charges -- 2,389
Provision for bad debts 39 34
(Increase) Decrease in:
Accounts Receivable (3,783) (3,433)
Inventories 233 (896)
Prepaid Expenses and Taxes (544) (1,501)
Deferred Income Taxes (43) 12
Other Assets (556) (25)
Increase (Decrease) in:
Accounts Payable (322) 813
Accrued Expenses (402) 898
Deferred Compensation (126) 15
Special Charge Reserve (62) --
Other 281 202
--------- ---------
TOTAL ADJUSTMENTS (1,024) 2,352
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 3,280 4,128
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures (3,565) (2,898)
Proceeds from sale of property, plant and equipment 22 4
Purchases of Investment Securities (1,225) (190)
Dispositions of Investment Securities 1,173 181
Proceeds from sale of Investments -- 709
Other (14) (18)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (3,609) (2,212)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal Payments on Long-Term Debt (51) (1,851)
Proceeds from Issuance of Long-Term Debt 400 --
Dividends Paid (883) (931)
Purchases of Treasury Stock (1,131) (3,053)
Other (17) (29)
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES (1,682) (5,864)
--------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS (2,011) (3,948)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 9,410 9,997
--------- ---------
CASH AND CASH EQUIVALENTS, JANUARY 31 $ 7,399 $ 6,049
========= =========
The accompanying notes are an integral part of the consolidated financial
statements.
7
OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF STATEMENT PRESENTATION
The financial statements and the related notes are condensed and should be read
in conjunction with the consolidated financial statements and related notes for
the year ended July 31, 1998, included in the Company's Annual Report on Form
10-K filed with the Securities and Exchange Commission.
The consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant intercompany transactions are eliminated.
The unaudited financial information reflects all adjustments which are, in the
opinion of management, necessary for a fair presentation of the statements
contained herein.
2. INVENTORIES
The composition of inventories is as follows (in thousands):
-----------------------------
JANUARY 31 JULY 31
(UNAUDITED) (UNAUDITED)
-----------------------------
1999 1998
-----------------------------
Finished goods $ 7,568 $ 7,935
Packaging 4,149 4,220
Other 1,308 1,103
-------- --------
$ 13,025 $ 13,258
======== ========
Inventories are valued at the lower of cost or market. Cost is determined by the
first-in, first-out method.
8
3. SPECIAL CHARGE
The Company recorded a pre-tax special charge of $3,129,000 during the second
quarter of last year to cover the cost of exiting the transportation business
($1,508,000), to write off certain other non-performing assets ($932,000), and
to cover other exit costs ($689,000). The transportation business exit costs
consisted primarily of trailer rehabilitation, employee severance, and
professional fees. None of these items was individually significant. At January
31, 1999, $296,000 of the special charges remained in current liabilities. A
summary of the balance sheet activity for both years is presented below (in
thousands):
Reserve Balance at January 31, 1998 $ 3,129
Fiscal year 1998 activity:
Transportation business exit costs 1,440
Write-off of non-performing assets 808
Other exit costs 523
--------
Balance at July 31, 1998 358
Fiscal Year 1999 activity:
Transportation and business exit costs 74
Write-off of non-performing assets (12)
Other exit costs 0
--------
Balance at January 31, 1999 $ 296
========
4. NEW ACCOUNTING PRONOUNCEMENTS
The company adopted Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share" during the second quarter of 1998. This standard prescribes
the methods of calculating basic and diluted earnings per share and requires
dual presentation of these amounts on the face of the income statement.
In June 1997, SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information" were
issued. SFAS No. 130 establishes standards for the reporting of comprehensive
income and its components in a financial statement presentation. SFAS No. 130
separates comprehensive income into net income and other comprehensive income,
but does not change the measurement and presentation of net income. Other
comprehensive income includes certain changes in the equity of the Company which
are currently recognized and presented separately in the Consolidated Statements
of Stockholders' Equity, such as the change in the Cumulative Translation
Adjustment account. The Company will adopt SFAS No. 130 in the fourth quarter of
fiscal 1999.
SFAS No. 131 establishes new standards for the way companies report information
about operating segments and requires that those enterprises report selected
information about operating segments in the financial reports issued to
shareholders. The Company will adopt SFAS No. 131 in the fourth quarter of
fiscal 1999.
9
5. ACQUISITION
On April 20, 1998, the Company completed the purchase of the Fuller's Earth
absorbent business of American Colloid Co., a wholly owned subsidiary of Amcol
International, for $14,657,000 including transaction expenses. The purchase
includes a production plant and mineral reserves in Mounds, Illinois (Oil-Dri
Mounds Production Company), and mineral reserves located in Paris, Tennessee,
and Silver Springs, Nevada. The business has annual sales approximating
$15,000,000. The Company financed the acquisition through a fixed-rate private
debt placement. The acquisition was accounted for as a purchase, with the excess
purchase price over fair market value of the underlying assets allocated to
intangibles, including supply contracts and non-compete covenants. These
intangibles are being amortized over 15 years.
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIX MONTHS ENDED JANUARY 31, 1999 COMPARED TO
SIX MONTHS ENDED JANUARY 31, 1998
RESULTS OF OPERATIONS
Consolidated net sales for the six months ended January 31, 1999 were
$91,105,000, an increase of $10,444,444 or 12.9%, over net sales of $80,661,000
in the first six months of fiscal 1998. Excluding the $2,373,000 of fiscal 1998
sales from the transportation business, which was divested last year, sales
increased 16.4% in the first six months of fiscal 1999 versus fiscal 1998. Net
income for the six months ended January 31, 1999 was $4,304,000, an increase of
$2,528,000 or 142.3% from $1,776,000 earned in last year's first six months.
Basic net income per share for the six months ended January 31, 1999 was $0.73
and diluted net income per share was $0.72, versus $0.28 per share (basic and
diluted) earned in the same period last year. A significant portion of the
year-to-year increase in earnings and earnings per share was due to a special
charge recorded in the second quarter of fiscal 1998 to cover the costs of
exiting the transportation business and writing off certain non-performing
assets. This charge reduced income before taxes by $3,129,000, net income by
$2,237,000 and earnings per share by $0.36 for the six months ended January 31,
1998.
Net sales of pet products increased $9,229,000 or 18.8% from prior year amounts,
primarily due to incremental sales from Oil-Dri Mounds Production Company,
partially offset by the loss of sales to Sam's Club, which decided to
discontinue carrying the Company's cat litter products in fiscal 1998. Net sales
of agricultural and fluids purification products increased $1,654,000 or 8.5%
from the comparable period in fiscal 1998. The higher sales resulted from
increased demand for the family of animal health and nutrition products, as well
as increased demand for PURE-FLO(R) products in the United Kingdom. Net sales of
industrial and environmental sorbents increased $1,994,000 or 20.6% from last
year's first six months due to incremental sales from last year's acquisition of
Oil-Dri Mounds Production Company.
Consolidated gross profit as a percentage of net sales for the six months ended
January 31, 1999 increased to 32.2% from 31.2% in the comparable period
10
of fiscal 1998. Changes in sales mix, a Company-wide effort to reduce costs and
exiting the transportation business contributed to this increase.
Operating expenses as a percentage of net sales decreased to 24.1% in the first
six months of fiscal 1999 from 27.1% in the same period of the prior year due to
the pre-tax special charge of $3,129,000 recorded in the second quarter of
fiscal 1998.
Interest expense increased $793,000 due to the fixed-rate financing secured
during the third quarter of fiscal 1998, which was used to fund the purchase of
Oil-Dri Mounds Production Company.
The Company's effective tax rate was 28.5% of pre-tax income in the first six
months of fiscal 1999 and fiscal 1998.
The assets of the Company increased $1,990,000 or 1.5% during the first six
months of fiscal 1999. Current assets increased $2,096,000 or 3.9% from fiscal
1998 year end balances primarily due to increased accounts receivable. Property,
plant and equipment, net of accumulated depreciation, decreased $479,000 or 0.8%
during the first six months due to depreciation expense exceeding capital
expenditures.
Total liabilities in the six months ended January 31, 1999 decreased $234,000 or
0.4% primarily due to decreases in accounts payable and advertising related
accruals, partially offset by the acquisition of $400,000 of new long-term debt.
Current liabilities increased $456,000 or 2.6% from July 31, 1998 balances, due
to increased current maturities of notes payable, partially offset by the
decrease in accounts payable and advertising related accruals.
EXPECTATIONS
The Company anticipates sales during the remainder of fiscal 1999 will be higher
than sales in the comparable period of fiscal 1998. Sales of branded cat box
absorbents are expected to increase moderately as existing products and new
product introductions gain incremental distribution. Sales of private label cat
box absorbents, agricultural carriers, and industrial sorbents in the rest of
fiscal 1999 are also expected to be at higher levels than the comparable period
of fiscal 1998 due to incremental sales resulting from the April 20, 1998
acquisition of Oil-Dri Mounds Production Company. However, sales growth of cat
box absorbents is subject to continuing competition for shelf space in the
grocery, mass merchandiser and club markets. Sales of the Company's fluids
purification products are also expected to increase moderately throughout the
remainder of the fiscal year.
The foregoing statements under this heading are "forward-looking statements"
within the meaning of that term in the Securities Exchange Act of 1934, as
amended. Actual results may be lower than those reflected in these
forward-looking statements, due primarily to: continued vigorous competition in
the grocery, mass merchandiser and club markets; the level of success of new
products; and the cost of new product introductions and promotions in consumer
markets. These forward-looking statements also involve the risk of changes in
market conditions in the overall economy and, for the agricultural and fluids
purification division, in the planting activity, crop quality and overall
agricultural demand, including export demand.
11
LIQUIDITY AND CAPITAL RESOURCES
The current ratio was 3.1 at January 31, 1999 and July 31, 1998. Working capital
increased $1,640,000 during the six months ended January 31, 1999 to
$37,923,000. Cash provided by operations continues to be the Company's primary
source of funds to finance ordinary investing needs and financing activities.
During the six months ended January 31, 1999 the balances of cash, cash
equivalents and other investments decreased $1,959,000. Cash provided by
operating activities of $3,280,000 and $400,000 of newly acquired long-term debt
were used to fund capital expenditures ($3,565,000), purchases of the Company's
common stock ($1,131,000), and payment of dividends ($883,000). Total cash and
investment balances held by the Company's foreign subsidiaries at January 31,
1999 and July 31, 1998 were $2,493,000 and $3,350,000 respectively.
THREE MONTHS ENDED JANUARY 31, 1999 COMPARED TO
THREE MONTHS ENDED JANUARY 31, 1998
Consolidated net sales for the three months ended January 31, 1999 were
$47,435,000, an increase of $6,523,000 or 15.9%, over net sales of
$40,912,000 in the second quarter of fiscal 1998. Excluding transportation
sales of $447,000 in the second quarter of fiscal 1998, sales increased 17.2%
for fiscal 1999 versus fiscal 1998. Net income for the three months ended
January 31, 1999 was $2,276,000, an increase of $2,373,000 from ($97,000)
earned in last year's quarter. Basic net income per share for the three
months ended January 31, 1999 was $0.39 and diluted net income per share was
$0.38, versus ($0.02) per share (basic and diluted) earned in the same period
last year. A significant portion of the year-to-year increase in earnings
and earnings per share was due to a special charge recorded in the second
quarter of fiscal 1998 to cover the costs of exiting the transportation
business and writing off certain non-performing assets. This charge reduced
income before income taxes by $3,129,000, net income by $2,237,000 and
earnings per share by $0.36 for the three months ended January 31, 1998.
Net sales of pet products increased $6,053,000 or 24.0% from prior year
amounts, for the same reasons previously discussed in the six-month
comparison of results. Net sales of agricultural and fluids purification
products decreased $31,000 or 0.3% from the comparable period in fiscal
1998. The lower sales resulted from decreased demand in the quarter for the
family of animal health and nutrition products, partially offset by increased
demand for PURE-FLO(R) and ULTRA CLEAR(R) products. Net sales of industrial and
environmental sorbents increased $930,000 or 19.4% from last year's second
quarter for the same reasons discussed previously in the six-month comparison
of results.
Consolidated gross profit as a percentage of net sales for the three months
ended January 31, 1999 decreased to 32.1% from 32.5% in the comparable period
of fiscal 1998 due to differences in the sales mix for the second quarter of
fiscal 1999 versus 1998.
Operating expenses as a percentage of net sales decreased to 24.0% in the
second quarter of fiscal 1999 from 31.8% in the same quarter of the prior
year. This decrease is due to the pre-tax special charge of $3,129,000
recorded in the second quarter of fiscal 1998.
12
Interest expense increased $440,000, primarily due to the fixed-rate
financing secured during the third quarter of fiscal 1998.
The Company's effective tax benefit rate was 28.5% of pre-tax income in the
second quarter of 1999 as compared to an effective tax rate of 17.1% for the
second quarter of fiscal 1998.
FOREIGN OPERATIONS
Net sales by the Company's foreign subsidiaries for the six months ended January
31, 1999 were $7,697,000, or 8.4% of total Company sales. This represents an
increase of $1,216,000 or 18.8% from the same period of fiscal 1998, in which
foreign subsidiary sales were $6,481,000, or 8.0% of total Company sales. This
increase is due primarily to an increased demand for PURE-FLO(R) products in the
United Kingdom. Net income of the foreign subsidiaries for the first six months
of fiscal 1999 was $280,000, a decrease of $41,000 or 12.8% from $321,000 earned
in the same period of fiscal 1998. This decrease was primarily due to
unfavorable changes in sales mix. Identifiable assets of the Company's foreign
subsidiaries as of January 31, 1999 were $11,129,000, a decrease of $539,000
from $11,668,000 as of January 31, 1998, due primarily to decreased levels of
cash and investment balances.
Net sales by the Company's foreign subsidiaries for the quarter ended January
31, 1999 were $3,641,000 or 7.7% of total Company sales. This represents an
increase of $224,000, or 6.5% from the same quarter in fiscal 1998, in which
foreign subsidiary sales were $3,417,000 or 8.4% of total Company sales. Net
income of the foreign subsidiaries for the second quarter of fiscal 1999 was
$73,000, a decrease of $62,000 or 45.9% from $135,000 earned in the same period
of fiscal 1998, for the same reason discussed above.
YEAR 2000
The Year 2000 (Y2K) issue is the result of computer programs using a two-digit
format, as opposed to four digits, to indicate the year. Such computer systems
will be unable to interpret dates beyond 1999, which could cause a system
failure or application errors, leading to disruptions in operations. The Company
has completed an internal review of all systems to determine major areas of
exposure to Y2K issues, and most of these issues have been resolved. In
addition, third parties with whom there are systems interaction are being
surveyed to assess Y2K compliance, or if contingency plans will become
necessary. The cost of Y2K issue resolution will not have a material adverse
impact on the Company's financial statements, and it is anticipated that the
Company's computer systems will be Y2K-compliant by July 31, 1999.
13
PART II - Other Information
ITEM 4. (a) SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS: On
December 8, 1998, the 1998 Annual Meeting of Stockholders of
Oil-Dri Corporation of America was held for the purpose of
considering and voting on:
1. The election of ten directors.
ELECTION OF DIRECTORS
The following schedule sets forth the results of the vote to elect
directors.
DIRECTOR VOTES FOR VOTES WITHHELD*
-------- --------- ---------------
J. Steven Cole 18,266,898 23,538
Arnold W. Donald 18,265,946 24,490
Ronald B. Gordon 18,266,898 23,538
Daniel S. Jaffee 18,266,898 23,538
Richard M. Jaffee 18,266,898 23,538
Edgar D. Jannotta 18,266,898 23,538
Joseph C. Miller 18,266,898 23,538
Paul J. Miller 18,266,898 23,538
Haydn H. Murray 18,266,898 23,538
Allan H. Selig 18,266,898 23,538
*All votes withheld were common shares.
ITEM 6. (a) EXHIBITS: The following documents are an exhibit to this
report.
Exhibit
Index
Exhibit 11: Statement Re: Computation of per 15
share earnings
Exhibit 27: Financial Data Schedule 16
Exhibit (10)(q): Split Dollar Life Insurance 17-31
Agreements dated February 26, 1999.
Exhibit (10)(j): The Oil-Dri Corporation of America 32-42
Deferred Compensation Plan as
amended and restated effective
January 1, 1999.*
Exhibit (10)(o): $15,000,000 unsecured line of credit 43-104
agreement dated January 29, 1999
between the Company and Harris Trust
and Savings Bank.
Exhibit (10)(p): $15,000,000 unsecured, 105-111
uncommitted line of credit agreement
dated January 29, 1999 between the
Company and Harris Trust and Savings
Bank.
*Management contract or compensatory plan or arrangement
(b) During the quarter for which this report is filed, no reports on
Form 8-K were filed.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OIL-DRI CORPORATION OF AMERICA
(Registrant)
BY /S/MICHAEL L. GOLDBERG
------------------------------
Michael L. Goldberg
Executive Vice President, Chief Financial Officer and Corporate Secretary
BY /S/DANIEL S. JAFFEE
------------------------------
Daniel S. Jaffee
President and Chief Executive Officer
Dated: March 16, 1999