1
CONFORMED COPY
(with Exhibits)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended July 31, 1994 Commission File No. 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 identifi-
incorporation or organization) cation no.)
410 North Michigan Avenue
Chicago, Illinois 60611
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (312) 321-1515
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -----------------------
Common Stock, par value $.10 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
----
(Title of Class)
Number of Shares of each class of Registrant's common stock outstanding as
of September 30, 1994:
Common Stock - 5,100,623 shares (including 283,696 treasury shares)
Class B Stock - 2,132,895 shares
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 (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days:
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Aggregate market value of Registrant's Common Stock owned by
non-affiliates - $88,884,934 (based on the closing price on September 30,
1994).
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference:
1. Registrant's Proxy Statement for its 1994 Annual Meeting of
Stockholders ("Proxy Statement"), which will be filed with the
Securities and Exchange Commission not later than November 28,
1994 (120 days after the end of Registrant's fiscal year ended
July 31, 1994), is incorporated into Part III of this Annual
Report on Form 10-K, as indicated herein.
2. The following portions of Registrant's 1994 Annual Report to
Stockholders ("Annual Report"), which is an exhibit to this
Annual Report on Form 10-K, are incorporated into Parts I, II
and IV oF this Annual Report on Form 10-K, as indicated herein
(page numbers refer to the Annual Report):
a) Common Stock on page 34.
b) Five-Year Summary of Financial Data on page 13.
c) Management's Discussion and Analysis of Financial
Condition and Results of Operations on pages 14 to 17.
d) Consolidated Statements of Income on page 20.
e) Consolidated Statements of Stockholders' Equity on
page 21.
f) Consolidated Statements of Financial Position on
pages 18 and 19.
g) Consolidated Statements of Cash Flows on page 22.
h) Notes to Consolidated Financial Statements on pages
23 to 33.
i) Independent Auditor's Report on page 34.
j) Selected Quarterly Financial Data on page 33.
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PART I
Item 1. BUSINESS
Oil-Dri Corporation of America was incorporated in 1969 in Delaware as
the successor to an Illinois corporation incorporated in 1946 which was the
successor to a partnership which commenced business in 1941. Except as
otherwise indicated herein or as the context otherwise requires, references
herein to "Registrant" or to "Company" are to Oil-Dri Corporation of America
and its subsidiaries. The Registrant is a leading developer, manufacturer and
marketer of sorbent products and related services for the consumer, industrial
and environmental, agricultural and specialty markets. The Registrant's
products are principally produced from clay minerals and, to a lesser extent,
other sorbent materials. Consumer products, consisting primarily of cat litter,
are sold to the grocery products industry and to mass merchandising retail
outlets. Industrial and environmental products, consisting primarily of oil,
grease and water sorbents, are sold to distributors of industrial cleanup and
automotive products, environmental service companies, as well as retail
outlets. Agricultural products, which include carriers for crop protection
chemicals and fertilizers, drying agents, soil conditioners, pellet binders and
flowability aids, are sold to manufacturers of agricultural chemicals and
distributors of other agricultural products. Fluid purification products,
consisting primarily of bleaching, filtration and clarification clays, are sold
to processors and refiners of edible and petroleum-based oils.
The Registrant's sorbent technologies include absorbent and adsorbent
products. Absorbents, like sponges, draw liquids up into their many pores.
Examples of Oil-Dri's absorbent products are CAT'S PRIDE(R) Premium Cat Litter
and other cat litters, OIL-DRI ALL PURPOSE(R) mineral floor absorbent and
AGSORB(R) granular agricultural chemical carriers.
Adsorbent products, like magnets, attract liquids, impurities, metals
and surfactants to themselves and form low level chemical bonds. The
Registrant's adsorbents are used for cleanup and filtration mediums. The
Registrant's adsorbent products include OIL-DRI LITE(R) Sorbents for industrial
and environmental cleanup, PURE-FLO(R) and PURE-FLO(R) Supreme Bleaching Clays
for edible oils, fats and tallows, and ULTRA-CLEAR(R) Clarification Aids for
petroleum based oils and by-products.
The Registrant has pursued a strategy of developing value-added and
branded products for consumer, industrial and environmental, agricultural and
fluid purification uses, where the Registrant's marketing and research and
development capabilities can play important roles. The Registrant's products
are sold through its specialized divisional sales staffs supported by technical
service representatives and through a network of approximately 2000 industrial
distributors and 85 food brokers. The Registrant maintains its own research
and development facility and staff. The Registrant's transportation subsidiary
delivers Oil-Dri products and the products of its customers and other third
parties.
Certain financial information about Registrant's foreign and domestic
operations is contained in Note 2 of Notes to Consolidated Financial Statements
on page 25 of the Annual Report and is incorporated herein by reference.
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Cat Box Absorbents
The Registrant's cat litter products, in both coarse granular and fine
granular clumping forms, are sold under the Registrant's CAT'S PRIDE(R) and
LASTING PRIDE(TM) brand names, FRESH STEP(R) and CONTROL(R) brands manufactured
for The Clorox Company and private label cat litters manufactured for mass
merchandisers, wholesale clubs, drug chains, pet superstores and retail grocery
stores. These products are sold through independent food brokers and the
Registrant's representatives to major grocery outlets such as Albertsons,
Fleming Foods, Safeway and others. LASTING PRIDE(TM) is principally sold to
mass merchandisers such as Wal-Mart, K-Mart and others and to wholesale clubs
such as Sam's.
The Registrant and The Clorox Company have long-term arrangements under which
they developed FRESH STEP(R) and CONTROL(R) premium-priced cat litter
products. FRESH STEP(R) and CONTROL(R) brands, which are owned, trademarked and
marketed by The Clorox Company, both utilize the Registrant's special low
density, highly absorbent clay mineral. FRESH STEP(R) contains
microencapsulated odor controllers which are activated by the cat. CONTROL(R),
developed by the Registrant and licensed to The Clorox Company, contains an
odor inhibiting agent. The Registrant has a long-term exclusive right
to supply The Clorox Company's requirements for FRESH STEP(R) and CONTROL(R) up
to certain levels. According to independently published supermarket industry
reports, FRESH STEP(R) was the largest dollar grossing cat litter brand sold
through grocery chains in the United States during the year ended July 17,
1994.
The cat litter market has undergone significant change over the past 4
years. Traditional coarse granular clay litters, once representing
approximately 98% of the market, are competing with new, fine granule clumping
products. These clumping products have the characteristic of binding together
and expanding when moisture is introduced. The Registrant's clumping cat
litter is based on naturally occurring organic ingredients which are
biodegradable. On an industry-wide basis, clumping cat litters have assumed
market shares in excess of 38% of retail dollar sales volume in the grocery
industry and 48% of retail dollar sales volume in the mass merchandiser
industry in the 52 week period ended July 17, 1994, compared with 34% and 42%,
respectively, in a similar period last year.
Industrial and Environmental Sorbents
Products for industrial users include the Registrant's oil, grease, and
water sorbents, which are cost effective floor maintenance products that
provide a nonslip and nonflammable surface for workers. These products are
sold to a wide range of distribution channels and have achieved a high level of
recognition. The Registrant distributes clay-based sorbents sold in granular
form and in the form of a pillow and a sock. The Registrant also distributes
non-clay sorbents including its OIL-DRI(R) Industrial Pad and OIL-DRI(R)
Industrial Rug, which are made of needle-punched polypropylene.
The Registrant has added polypropylene products to its industrial sorbents
product line and also entered the marine oil spill response market through its
acquisition of Industrial Environmental Products, Inc. ("IEP") in April, 1990.
IEP was a distributor and marketer of these products, primarily in the
southeast United States. The Registrant purchases the majority of these
polypropylene products under an agreement with a single unaffiliated supplier.
The Registrant has recently acquired equipment affording it the capability to
cut these polypropylene products, acquired in the bulk form, to customer
specifications. The polypropylene products will collect up to approximately 15
times their own weight in liquids and offer the added benefit of incinerability
and recyclability in accordance with environmentally permissible methods.
OIL-DRI(R) Sorbent Booms and OIL-DRI(R) Sorbent Pads, which are made from
meltblown polypropylene, will
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selectively remove oil from the surface of any body of water. They can be
used for emergency spill response or for cleaning and maintenance. The
Registrant's needle-punched polypropylene products will adsorb oil and aqueous
liquids from industrial floors and surfaces.
The Registrant sells its industrial and environmental products to
approximately 2,000 distributors. These include industrial, auto parts,
safety, sanitary supply, chemical and paper distributors and environmental
service companies. The Registrant supports the efforts of the industrial
distributors with 7 specialized divisional sales personnel.
The Registrant also produces for the consumer market OIL-DRI(R) Automotive, a
floor absorbent for home and garage use. This product is sold through
automobile parts distributors and mass merchandisers.
Agricultural Carriers and Absorbents
The Registrant produces and markets a wide range of granular and powdered
mineral absorbent products that are used with crop protection chemicals, animal
feed and fertilizers. Products include AGSORB(R) agricultural chemical carriers
and drying agents; FLO-FRE(R), a highly absorbent microgranule flowability aid;
PEL-UNITE(R) and CONDITIONADE(TM), pelleting aids, used in the manufacture of
animal feeds, and TERRA GREEN(R) Soil Conditioner.
The AGSORB(R) Carriers are used as mediums of distribution for crop protection
chemicals and fertilizers. AGSORB(R) customized carriers are designed to
reduce dust and to increase accuracy of application. The Registrant's
AGSORB(R) Drying Agent is used to prevent clogging in specialized farm
machinery and enables farmers to evenly apply granular fertilizers and liquid
pesticides to their fields in one application. The Registrant has also
developed AGSORB(R) as a blending agent for fertilizers and chemicals used in
the lawn and garden market.
Agricultural products are marketed in the United States by seven technical
salesmen employed by the Company who sell to crop protection chemical
manufacturers, feed producers and agricultural product distributors. The
Registrant's principal customers for these products include the agricultural
groups of Monsanto, DowElanco, and Zeneca. The Registrant's service programs,
technical expertise and high product quality have increased sales of these
products.
Fluid Adsorbents
Fluid purification products include PURE-FLO(R) Bleaching Clays, ULTRA-CLEAR(R)
Clarification Aids, and PURE-FLO(R) Supreme. These products are supported by a
team of seven technical sales and support representatives employed by the
Company and the services of the Registrant's research and development group.
The products are marketed in the United States and international markets.
PURE-FLO(R) Bleaching Clays, used in the bleaching of edible oils, remove
impurities and color bodies from these oils. The primary customers for these
products are refiners of food oils. ULTRA-CLEAR(R) Clarification Aid is used
as a filtration and purification medium for jet fuel and other petroleum based
oils. This product adsorbs unwanted moisture and other impurities, and is
primarily sold to oil refiners.
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Transportation Services
Oil-Dri Transportation Company leases or contracts for approximately 130
tractors, 260 trailers, 80 covered rail hopper cars and other special use
equipment for the delivery of the Registrant's products in package and bulk
form. Through this subsidiary, the Registrant is better able to control costs,
maintain delivery schedules and assure equipment availability. Oil-Dri
Transportation Company performs transportation services for the Registrant on
outbound movements from the Registrant's production plants. To offset costs
further, Oil-Dri Transportation Company transports third parties' products on
return trips.
Patents
Registrant has obtained or applied for patents for certain of its processes
and products. These patents expire at various times, beginning in 1996.
Patented processes and products are not material to Registrant's overall
business.
Foreign
SAULAR(R), manufactured and marketed by Favorite Products Company, Ltd., the
Registrant's wholly-owned Canadian subsidiary, is a leading brand of cat
litter sold in Canada. Favorite Products Company, Ltd. also packages and
markets the SAULAR KAT-KIT which contains cat litter in a disposable tray.
Certain of the products sold in Canada are blends of clay and synthetic sorbent
materials.
The Registrant's wholly-owned subsidiary in England, Oil-Dri, U.K., LTD.,
packages clay granules produced by the Registrant's domestic manufacturing
facilities and, for certain applications, blends a synthetic sorbent material
which it manufactures locally. Oil-Dri, U.K., LTD. markets these products,
primarily in the United Kingdom, as an oil and grease absorbent and as a cat
litter.
The Registrant's wholly-owned subsidiary in Switzerland, Oil-Dri S.A.,
performs various management, sales and administrative functions for the
Registrant's foreign subsidiaries.
The Company's foreign operations are subject to the normal risks of doing
business overseas, such as currency devaluations and fluctuations,
restrictions on the transfer of funds and import/export duties. The Registrant
to date has not been materially affected by these risks.
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Backlog; Seasonality
At July 31, 1994 and 1993, Registrant's backlog of orders was approximately
$2,621,000 and $2,456,000, respectively. The Registrant does not consider
its clay sorbent business, taken as a whole, to be seasonal to any material
extent. However, certain business activities of certain customers of the
Registrant's (such as agricultural) are subject to such factors as crop acreage
planted and product formulation cycles.
Customers
Sales to The Clorox Company accounted for approximately 10% of the Registrant's
net sales for the fiscal year ended July 31, 1994. Clorox and the Registrant
are parties to long-term supply contracts. Sales to Wal-Mart accounted for
approximately 24% of the Registrant's net sales for the fiscal year ended July
31, 1994. The loss of any other of Registrant's customers would not have a
materially adverse effect on the Registrant.
Competition
Registrant has approximately seven principal competitors in the United States,
some of which compete with the Registrant only in certain markets and with
respect to certain products. Price, service and technical support, product
quality and delivery are the principal methods of competition in Registrant's
markets and competition has historically been very vigorous. The Registrant
believes that it can compete favorably in all its present markets.
Reserves
Registrant mines sorbent materials, consisting of either Montmorillonite,
Attapulgite or diatomaceous earth on leased or owned land near its mills in
Mississippi, Georgia and Oregon, and on leased and owned land in Florida (see
"Item 2- Properties" below). The Registrant estimates that its proven
recoverable reserves of these sorbent materials aggregate approximately
168,723,000 tons. Based on its rate of consumption during the 1994 fiscal
year, Registrant considers its proven recoverable reserves adequate to supply
Registrant's needs for approximately 51 years. It is the Registrant's policy
to add to reserves each year an amount at least equal to the amount of reserves
consumed in that year. Registrant has a program of exploration for additional
reserves and, although reserves have increased, Registrant cannot assure that
such reserves will continue to increase. The Registrant's use of these
reserves will be subject to compliance with existing and future federal and
state statute regulations regarding mining and environmental compliance and
certain product specifications. Among other things, requirements for
environmental compliance may restrict exploration or use of lands that might
otherwise be utilized as a source of reserves. During the fiscal year ended
July 31, 1994, the Registrant utilized these reserves to produce substantially
all of the sorbent minerals that it sold.
In April 1991, the Registrant acquired mineral reserves on approximately
709 acres in Washoe County, Nevada. The Registrant estimates that there are 26
million tons of proven reserves of sorbent materials on this acreage. Mining
these reserves requires the approval of federal, state and local agencies,
which approvals the Registrant is currently in the process of seeking. In the
future, the Registrant hopes to develop facilities so as to use these reserves
as a source of supply for its West Coast customers. However, there can be no
assurance to whether this will be accomplished.
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Mining Operations
The Registrant has conducted mining operations in Ripley, Mississippi since
1963; in Ochlocknee, Georgia since 1971; in Christmas Valley, Oregon since
1979; and in Blue Mountain, Mississippi since 1989, which had been operated for
one year by Ami-Dri, Inc.
The Registrant's raw materials are open pit mined on a year round basis
generally using large earth moving scrapers and bulldozers to remove
overburden, and then loaded into dump trucks with backhoe or dragline equipment
for movement to the processing facilities. The mining and hauling of the
Registrant's clay is performed by the Registrant and by independent
contractors.
The Registrant's current operating mines range in distance from immediately
adjacent to several miles from its processing plants. Access to processing
facilities from the mining areas is generally by private road; and in some
instances public highways are utilized.
Each of the Registrant's processing facilities maintains stockpiles of
unprocessed clay of approximately one to three weeks production requirements.
Proven reserves are those reserves for which (a) quantity is computed from
dimensions revealed in outcrops, trenches, workings or drill holes; grade
and/or quality are computed from results of detailed sampling, and (b) the
sites for inspection, sampling and measurement are spaced so closely and the
geologic character is so well defined that size, shape, depth and mineral
content of reserves are well established. Probable reserves are computed from
information similar to that used for proven reserves, but the sites for
inspection, sampling, and measurement are farther apart or are otherwise less
adequately spaced. The degree of assurance, although lower than that for
proven reserves, is high enough to assume continuity between points of
observation.
The Registrant employs a staff of geologists and mineral specialists who
estimate and evaluate existing and potential reserves in terms of quality,
quantity and availability.
The following schedule summarizes, for each of the Registrant's manufacturing
facilities the net book value of land and other plant and equipment.
PLANT AND
LAND EQUIPMENT
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Ochlocknee, Georgia $ 1,572,115 $21,491,502
Ripley, Mississippi 1,067,237 14,633,224
Blue Mountain, Mississippi 792,977 8,060,432
Christmas Valley, Oregon 68,044 759,188
Employees
As of July 31, 1994, the Registrant employed 698 persons, 46 of whom were
employed by the Registrant's foreign subsidiaries. The Registrant's
corporate offices, research and development center and manufacturing facilities
are adequately staffed and no material labor shortages are anticipated.
Approximately 70 of the Registrant's employees in the U.S. and approximately 20
of the Registrant's employees in Canada are represented by labor unions, which
have entered into separate collective bargaining agreements with the Company.
Employee relations are considered satisfactory.
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Environmental Compliance
The Registrant's mining and manufacturing operations and facilities in
Georgia, Mississippi and Oregon are required to comply with state strip mining
statutes and various federal, state and local statutes, regulations and
ordinances which govern the discharge of materials, water and waste into the
environment and restrict mining on "wetlands" or otherwise regulate the
Registrant's operations. In recent years, environmental regulation has grown
increasingly stringent, a trend which the Registrant expects will continue.
The Registrant endeavors to stay in substantial compliance with applicable
environmental controls and regulations and to work with regulators to correct
any claimed deficiency. As a result, expenditures relating to environmental
compliance have increased. In the l994 fiscal year, the Registrant expended
approximately $1,500,000 on equipment and other aspects of environmental
control and compliance and expects that it will spend approximately $1,140,000
in the 1995 fiscal year and that these costs will continue at comparable levels
in the future. The Registrant continues, and will continue, to incur costs in
connection with reclaiming mined out areas; these costs are treated as part of
the Registrant's mining expense.
In addition to the environmental requirements relating to mining and
manufacturing operations and facilities, there is increasing federal and
state legislation and regulation with respect to the labeling, use, and
disposal after use, of various of the Registrant's products. The Registrant
endeavors to stay in substantial compliance with that legislation and
regulation and to assist its customers in that compliance.
The Registrant cannot assure that, despite its best efforts, it will always
be in compliance with environmental legislation and regulations or with
requirements regarding the labeling, use, and disposal after use, of its
products; nor can it assure that from time to time enforcement of such
requirements will not have an adverse impact on its business.
Energy
The Registrant uses natural gas and fuel oil as energy sources for the
processing of its clay products. In prior years, the Registrant has switched
from natural gas to fuel oil during the winter months due to the seasonal
unavailability and higher cost of natural gas relative to fuel oil. The
Registrant also utilizes a significant amount of diesel fuel in its
transportation operation.
Research and Development
At the Registrant's research facility, the research and development
staff develops new products and applications and improves existing products.
The staff and various consultants consist of geologists, mineralogists and
chemists. In the past several years, the Registrant's research efforts have
resulted in a number of new sorbent products and processes including
PURE-FLO(R), PURE-FLO(R) Supreme, CAT'S PRIDE(R) Scoopable, and LASTING
PRIDE(TM). The technical center produces prototype samples and test run
quantities of new products for customer trial and evaluation.
Registrant spent approximately $1,875,000, $1,509,000 and $1,450,000 during its
fiscal years ended July 31, 1994, 1993 and 1992, respectively, for
research and development. None of such research and development was customer
sponsored, and all research and development costs are expensed in the year in
which they are incurred.
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Other
The Registrant holds approximately a 14% equity interest in Kamterter, Inc., a
research and development company located in Lincoln, Nebraska. Kamterter
applies biotechnology in the agricultural field and utilizes the Registrant's
clay products in a development-stage process to prime seeds. At July 31, 1994,
the Registrant's investment, at cost, in Kamterter was approximately $717,000.
Kamterter has a substantial negative net worth and for the 12 months ended
February 28, 1994, was generating operating losses. While Kamterter's business
is continuing, the Registrant cannot predict Kamterter's future financial
condition or results of operations.
Item 2. PROPERTIES
Registrant's properties are generally described below:
LAND HOLDINGS & MINERAL RESERVES
LAND LAND PROVEN PROBABLE
OWNED LEASED TOTAL RESERVES RESERVES TOTAL
---------------------------------------------------------
(1,000's (1,000's (1,000's
(acres) (acres) (acres) of tons) of tons) of tons)
---------------------------------------------------------
Georgia 1,193 2,004 3,197 45,505 9,836 55,341
Mississippi 1,969 1,423 3,392 115,085 121,701 236,786
Oregon 360 800 1,160 3,621 - 3,621
Florida 537 446 983 4,512 1,092 5,604
Nevada 709 - 709 26,292 - 26,292
Illinois 4 - 4 - - -
------- ------- ------- ------- ------- -------
4,772 4,673 9,445 195,015 132,629 327,644
See "Item 1. Business-Reserves"
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There are no mortgages on the property owned by Registrant. The Mississippi,
Georgia, Oregon and Florida land is used primarily for mining. Parcels of such
land are also sites of mills operated by Registrant. The Illinois land is the
site of Registrant's research and development facility. The Registrant owns
approximately one acre of land in Laval, Quebec, Canada, which is the site of
the processing and packaging facility for the Registrant's Canadian subsidiary.
The Registrant's mining operations are conducted on leased or owned land. The
Georgia, Florida and Mississippi mining leases, with expiration dates ranging
from 1999 to 2053, no one of which is material, generally provide for a
lease term which continues as long as the Registrant pays a minimum monthly
rental. This rental payment is applied against a royalty related to the number
of unprocessed, or in some cases processed, tons of mineral extracted from the
leased property.
The Registrant operates mills at Ripley, Mississippi, Ochlocknee, Georgia,
Christmas Valley, Oregon, and Blue Mountain, Mississippi; production and
packaging plants at Laval, Quebec, Canada and Wisbech, United Kingdom.
Registrant's facilities at Ripley, Mississippi, Christmas Valley, Oregon,
Laval, Quebec, Canada and Wisbech, United Kingdom are wholly owned by
Registrant and Registrant's mills at Ochlocknee, Georgia and Blue Mountain,
Mississippi are owned in-part by Registrant. Registrant is a party to leases
that relate to certain plant expansion projects at the Registrant's mill at
Ochlocknee, Georgia and certain plant acquisition and expansion projects at the
Registrant's mill at Blue Mountain, Mississippi. The Georgia lease was entered
into with The Thomasville Payroll Development Authority in 1982 in connection
with the issuance by the Authority of $4,000,000 in aggregate principal amount
of industrial revenue bonds, full payment of which is guaranteed by the
Registrant. At the end of the term of the lease, in fiscal 1995, and because
the bonds have been fully paid, a subsidiary of the Registrant has the right to
purchase, and is in the process of, purchasing the leased property for $10.
The Blue Mountain, Mississippi lease was entered into with the Town of Blue
Mountain, Mississippi in 1988 in connection with the issuance by the Town of
$7,500,000 in aggregate principal amount of industrial revenue bonds, full
payment of which is guaranteed by the Registrant. Upon expiration of the leases
in 2008, a subsidiary of the Registrant has the right to purchase the leased
property for $100 upon full payment of the bonds. The land on which the mill
at Wisbech, United Kingdom is located is leased pursuant to a long-term lease
arrangement with the Port Authority of Wisbech which expires in 2032.
All of Registrant's domestic mills, whether owned or leased, consist of related
steel frame, sheet steel covered or brick buildings of various heights, with
concrete floors and storage tanks. The buildings occupy approximately 201,000
square feet at Ripley, Mississippi, 247,000 square feet at Ochlocknee, Georgia,
18,000 square feet at Christmas Valley, Oregon and 140,000 square feet at Blue
Mountain, Mississippi. Registrant maintains railroad siding facilities near
the Ripley, Mississippi, Ochlocknee, Georgia and Blue Mountain, Mississippi
mills. Equipment at all mills is in good condition, well maintained and
adequate for current processing levels.
All of the Registrant's foreign facilities are owned and consist of related
steel frame, sheet steel covered or brick buildings of various heights, with
concrete floors and storage tanks. The buildings occupy 22,500 square feet at
Laval, Quebec, Canada and 32,500 square feet at Wisbech, United Kingdom.
Registrant's research and development facility is located on land in Vernon
Hills, Illinois and consists of brick buildings of approximately 19,100 square
feet, including a pilot plant facility.
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Registrant's principal office, consisting of approximately 20,000 square
feet in Chicago, Illinois, is presently occupied under a lease expiring on June
30, 2008.
Item 3. LEGAL PROCEEDINGS
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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Item 401(b) OF REGULATION S-K. EXECUTIVE OFFICERS OF REGISTRANT
The following table gives certain information with respect to the Executive
Officers of the Registrant.
Principal Occupation
Name (5) For Last Five Years Age
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Richard M. Jaffee President and Chief Executive 58
Officer of the Registrant
Norman B. Gershon Vice President, International 58
Operations of the Registrant;
Managing Director of Oil-Dri,
S.A., a subsidiary of the Registrant;
Vice President, European Operations of
the Registrant from 1973 to 1991.
Bruce H. Sone Vice President, Consumer Products - 54
Mass Merchandising Division of
the Registrant; Vice President
and General Manager of
Consumer Products Division
of the Registrant from
1985 until 1992.
Joseph C. Miller Senior Vice President of the 52
Registrant for Consumer,
Industrial & Environmental
and Transportation; Group
Vice President of the Registrant
for Sales, Marketing and
Distribution, from 1990 to 1993;
Vice President of Corporate Planning
and Marketing for the Registrant
from 1989 to 1990; President of
Whiteford Systems, a transportation
service company, from 1989 to 1990;
Richard V. Hardin(1) Group Vice President, Technology, 55
(3) of the Registrant; Group Vice
President, New Technologies of the
Registrant from 1989 to 1991.
Herbert V. Pomerantz Senior Vice President, Agricultural 54
(3) and Specialty Products and Research
and Development of the Registrant;
Vice President, Polymers of Unocal
Corporation, a diversified energy
and natural gas resource company
from 1986 to 1993.
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Daniel S. Jaffee (2) Group Vice President, Canadian 30
Operations and Consumer
Products-Grocery Division of
the Registrant; Chief Financial
Officer of the Registrant; Chief
Executive Officer of Favorite
Products Company, Ltd., a
subsidiary of the Registrant;
Group Vice President, Canadian
Operations and Consumer Products -
Grocery Division of the Registrant
from 1992 until 1994; Group
Vice President, Domestic
and Canadian Operations of the
Registrant from 1990 until 1992;
Group Vice President of
Canadian Operations,
Management Information Systems
and Finance of the Registrant in
1990; Product Manager in the
Industrial and Agricultural
Divisions of the Registrant from
1987 to 1989.
-14-
15
The term of each executive officer expires at the 1994 Annual Meeting of the
Stockholders and Board of Directors respectively, and when his successor is
elected and qualified.
(1) Richard V. Hardin is Richard M. Jaffee's son-in-law.
(2) Daniel S. Jaffee is Richard M. Jaffee's son.
(3) Each person listed in this table is a director of the
Registrant except for Richard V. Hardin and Herbert V.
Pomerantz.
-15-
16
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
SECURITY HOLDER MATTERS
Information concerning stock prices and dividends with regard to the Common
Stock of Registrant, which is traded on the New York Stock Exchange, and
information concerning dividends with regard to the Class B Stock of
Registrant, for which there is no established public trading market, is
contained on page 34 of the Annual Report under the caption "Common Stock"
and is incorporated herein by this reference. Registrant's ability to pay
dividends was limited by its Guaranty Agreement (entered into in connection
with the issuance of bonds by the Thomasville Payroll Development
Authority) with Continental Illinois National Bank and Trust and Company of
Chicago (now Bank of America Illinois which expired on August 1, 1994) and
is limited by the Registrant's Credit Agreement with Harris Trust and
Savings Bank dated September 21, 1994. See Note 3 of "Notes to Consolidated
Financial Statements" in the Annual Report, incorporated herein by
reference.
Item 6. SELECTED FINANCIAL DATA
See the "Five Year Summary of Financial Data" on page 13 of the Annual
Report, incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" on pages 14 to 17 of the Annual Report, incorporated
herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See "Consolidated Statements of Income," "Consolidated Statements of
Stockholders' Equity," "Consolidated Statements of Financial Position,"
"Consolidated Statements of Cash Flows," "Notes to Consolidated Financial
Statements" and "Independent Auditor's Report" on pages 23 to 34 of the Annual
Report, "Five Year Summary of Financial Data" on page 13 of the Annual Report,
and "Selected Quarterly Financial Data" on page 33 of the Annual Report,
incorporated herein by reference.
Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
-16-
17
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is (except for information in Part I,
thereof, concerning executive officers contained in the Registrant's Proxy
Statement for its 1994 Annual Meeting of stockholders ("Proxy Statement") under
the caption "Election of Directors" and is incorporated herein by this
reference.
Item 11. EXECUTIVE COMPENSATION
The information required by this Item is contained in the Registrant's Proxy
Statement for its 1994 Annual Meeting of stockholders ("Proxy Statement") under
the caption "Executive Compensation Committee Report on Executive Compensation"
and is incorporated herein by this reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is contained in the Registrant's Proxy
Statement for its 1994 Annual Meeting of stockholders ("Proxy Statement") under
the caption "Principal Shareholder" and "Election of Directors" and is
incorporated herein by this reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is contained in the Registrant's Proxy
Statement for its 1994 Annual Meeting of stockholders ("Proxy Statement") under
the caption "Compensation Committee Interlocks and Insider Participation" and
is incorporated herein by this reference.
17
18
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a)(1) The following financial statements are contained on pages 18 to 34
of the Annual Report and are incorporated herein by this reference:
Consolidated Statements of Financial Position as of July 31, 1994
(audited) and July 31, 1993 (audited).
Consolidated Statements of Income for the fiscal years ended
July 31, 1994 (audited), July 31, 1993 (audited) and July 31,
1992 (audited).
Consolidated Statements of Stockholders' Equity for the fiscal
years ended July 31, 1994 (audited), July 31, 1993 (audited) and
July 31, 1992 (audited).
Consolidated Statements of Cash Flows for the fiscal years ended
July 31, 1994 (audited), July 31, 1993 (audited) and July 31,
1992 (audited).
Notes to Consolidated Financial Statements.
Independent Auditor's Report.
(a)(2) The following financial statement schedules are contained
herein:
Independent Auditor's Report on Schedules.
Schedules to Financial Statements, as follows:
Schedule I - Marketable Securities - Other
Investments, July 31, 1994.
Schedule V - Property, Plant and Equipment, years
ended July 31, 1994, 1993 and 1992.
Schedule VI - Accumulated Depreciation, Depletion and
Amortization of Property, Plant and Equipment,
years ended July 31, 1994, 1993 and 1992.
Schedule VIII - Valuation and Qualifying Accounts, years
ended July 31, 1994, 1993 and 1992.
Schedule IX - Bonds, Mortgages and Similar Debt,
July 31, 1994 and 1993.
Schedule X - Supplementary Income Statement
Information, years ended July 31, 1994, 1993
and 1992.
-18-
19
(a)(3) The following documents are exhibits to this Report:
(3)(a)1 Certificate of Incorporation of Registrant, as amended.
(3)(b)2 By-Laws of Registrant, as amended.
(10)(a)3 Lease Agreement, dated as of September 1, 1982, between Oil-Dri
Corporation of Georgia, The Thomasville Development Authority
and Continental Illinois National Bank and Trust Company of
Chicago.
(10)(b)4 Guaranty Agreement, dated as of September 1, 1982, between
Registrant and Continental Illinois National Bank and Trust
Company of Chicago.
(10)(c)(1)5 Agreement ("Clorox Agreement") dated January 12, 1981 between
The Clorox Company and Registrant, as amended. (Confidential
treatment of certain portions of this Exhibit has been
granted.)
(10)(c)(2)6 Amendment to Clorox Agreement dated March 3, 1989, as accepted
by the Registrant on March 20, 1989, between The Clorox Company
and the Registrant (Confidential treatment of certain portions
of this Exhibit has been granted.)
(10)(c)(3)7 Amendment to Clorox Agreement dated February 14, 1991, between
The Clorox Company and Registrant (Confidential treatment
of certain portions of this Exhibit has been granted).
- - - ------------------
(1) Incorporated by reference to Exhibit 4 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended January 31, 1991.
(2) Incorporated by reference to Exhibit 3(b) to Registrant's Annual
Report on Form 10-K for the fiscal year ended July 31, 1988.
(3) Incorporated by reference to Exhibit (4)(a) to Registrant's Annual
Report on Form 10-K for the fiscal year ended July 31, 1982.
(4) Incorporated by reference to Exhibit (4)(b) to Registrant's Annual
Report on Form 10-K for the fiscal year ended July 31, 1982.
(5) Incorporated by reference to Exhibit 10(f) to Registrant's
Registration Statement on Form S-2 (Registration No. 2-97248) made effective on
May 29, 1985.
(6) Incorporated by reference to Exhibit 10(e)(2) to Registrant's Annual
Report on Form 10-K for the fiscal year ended July 31, 1989.
(7) Incorporated by reference to Exhibit 10(e)(3) to Registrant's Annual
Report on Form 10-K for the fiscal year ended July 31, 1991.
-19-
20
(10)(d)8 Description of Deferred Compensation Plan.*
(10)(e)9 Salary Continuation Agreement dated August 1, l989 between
Richard M. Jaffee and the Registrant.*
(10)(f)10 1988 Stock Option Plan.
(10)(g)11 Note Agreement, dated April 5, 1991, between Registrant and the
Teacher's Insurance and Annuity Association of America
regarding $8,000,000 9.38% Senior Notes due November 15, 2001.
(10)(h)12 Note Agreement, dated as of April 15, 1993, between Registrant
and the Teacher's Insurance and Annuity Association of America
regarding $6,500,000 7.17% Senior Notes due August 15, 2004.
(10(i) Credit Agreement, dated as of September 21, 1994, between
Registrant and Harris Trust and Savings Bank regarding
$5,000,000 7.78% Term Loan Note and $5,000,000 Revolving Credit
Note.
(11) Statement re: computation of per share earnings.
(13) 1994 Annual Report to Stockholders of Registrant.
(22) Subsidiaries of Registrant.
(24) Consent of Blackman Kallick Bartelstein.
(27)
*Management contract or compensatory plan or arrangement.
- - - -----------------
(8) Incorporated by reference to Exhibit 10(f) to Registrant's Annual
Report on Form 10-K for the fiscal year ended July 31, 1988.
(9) Incorporated by reference to Exhibit 10(g) to Registrant's Annual
Report on Form 10-K for the fiscal year ended July 31, 1989.
(10) Incorporated by reference to Exhibit 4(a) to Registrant's
Registration Statement on Form S-8, filed June 30, 1989, Registration No.
33-29650.
(11) Incorporated by reference to Exhibit 10(h) to Registrant's Annual
Report on Form 10-K for the fiscal year ended July 31, 1991.
(12) Incorporated by reference to Exhibit 10(i) to Registrant's Annual
Report on Form 10-K for the fiscal year ended July 31, 1993.
-20-
21
The Registrant agrees to furnish the following agreements upon the request of
the Commission:
Exhibit 4(b) Letter of Credit Agreement, dated as of October 1, 1988 between
Harris Trust and Savings Bank and Blue Mountain Production
Company in the amount of $2,634,590 in connection with the
issuance by Town of Blue Mountain, Mississippi of
Variable/Fixed Rate Industrial Development Revenue Bonds,
Series 1988 B (Blue Mountain Production Company Project) in the
aggregate principal amount of $2,500,000 and related Indenture
of Trust, Lease Agreement, Remarketing Agreement and
Guaranties.
(b) No reports on Form 8-K were filed by Registrant with the Commission during
the last fiscal quarter of the fiscal year ended July 31, 1994.
-21-
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ Richard M. Jaffee
Richard M. Jaffee,
President
Dated: October 21, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
/s/ Richard M. Jaffee October 21, 1994
Richard M. Jaffee
President and Director
(Principal executive officer)
/s/ Daniel S. Jaffee October 21, 1994
Daniel S. Jaffee
Group Vice President,
Canadian Operations and
Consumer Products/Grocery Division,
Chief Financial Officer,
Director
/s/ Donald J. Deegan October 21, 1994
Donald J. Deegan
Principal Accounting
Officer
-22-
23
October 21, 1994
Robert D. Jaffee
Director
October 21, 1994
Norman B. Gershon
Director
October 21, 1994
Bruce H. Sone
Director
/s/ J. Steven Cole October 21, 1994
J. Steven Cole
Director
/s/ Joseph C. Miller October 21, 1994
Joseph C. Miller
Director
/s/ Edgar D. Jannotta October 21, 1994
Edgar D. Jannotta
Director
/s/ Paul J. Miller October 21, 1994
Paul J. Miller
Director
/s/ Haydn H. Murray October 21, 1994
Haydn H. Murray
Director
-23-
24
October 21, 1994
Allan H. Selig
Director
-24-
25
[LOGO]
INDEPENDENT AUDITOR'S REPORT ON SCHEDULES
Board of Directors
Oil-Dri Corporation of America
Chicago, Illinois
In connection with our audit of the consolidated financial
statements of OIL-DRI CORPORATION OF AMERICA AND SUBSIDIARIES as
of July 31, 1994 and 1993 and for each of the three years in the
period ended July 31, 1994, which report thereon dated August 26,
1994, except for the third and fourth paragraphs of Note 3 as to
which the date is September 21,1994, is incorporated by reference
in this Annual Report on Form 10-K, we also examined the financial
statement schedules listed in the accompanying index at Item
14(a)(2). In our opinion, these financial statement schedules
present fairly, when read in conjunction with the related
consolidated financial statements, the financial data required to
be set forth therein.
Blackman Kallick Bartelstein
August 26, 1994
[BLACKMAN KALLICK BARTELSTEIN LETTERHEAD]
26
Schedule I
OIL-DRI CORPORATION OF AMERICA AND SUBSIDIARIES
Marketable Securities - Other Investments
July 31, 1994
Number of
Shares or
Units - Amount Included in the
Principal Combined Balance Sheet as: Value Based
Amount of --------------------------- on Market
Bonds or Cost of Cash Marketable Quotations
Name of Issuer and Title of Each Issue Notes Each Issue Equivalent Securities at Year End
- - - -------------------------------------- ------- ---------- ----------- ---------- -----------
U.S. Government Obligations (a) $1,448,666 $1,448,666 $ - $1,448,666 $1,448,666
Certificates of Deposit 103,913 103,913 - 103,913 103,913
Canadian Government Obligation (a)(b) 941,246 941,246 941,246 941,246
Demand Notes(a) 3,350,874 3,350,874 3,350,874 - 3,350,874
Tax Exempt Municipal Bonds 857,598 860,469 857,598 857,598
Money Market Funds 3,143,681 3,143,681 3,143,681 - 3,143,681
---------- ---------- ---------- ---------- ----------
$9,845,978 $9,848,849 $6,494,555(c) $3,351,423 $9,845,978
========== ========== ========== ========== ==========
(a) No individual security issue exceeds 2% of total assets.
(b) Translated at July 31, 1994 exchange rate.
(c) Also included in the balance sheet caption "Cash and Cash Equivalents" are
cash, other deposits and outstanding checks of -$100,240.
27
Schedule V
OIL-DRI CORPORATION OF AMERICA AND SUBSIDIARIES
Property, Plant and Equipment
Years Ended July 31, 1994, 1993, and 1992
Adjustment
of Account
Because of
Balance at Foreign Transfers Balance
Beginning Exchange Additions and at End
Classification of Period Variances at Cost Retirements of Period
- - - -------------- ---------- --------- --------- ---------- ---------
YEAR ENDED JULY 31, 1994
Building and Leasehold
Improvements $13,466,680 $(24,917) $1,565,131 $(264,877) $14,742,017
Machinery and
Equipment 60,638,523 (53,108) 5,567,417 (588,929) 65,563,903
Office Furniture and
Equipment 5,394,714 (16,829) 1,506,648 456,907 7,341,440
Vehicles 130,280 1,193 - (17,227) 114,246
Construction
in-Progress 3,178,584 - 11,282,736 (7,624,410) 6,836,910
Land and Mineral
Rights 5,054,263 (8,311) 548,343 - 5,594,295
---------- -------- --------- --------- -----------
Total $87,863,044 $(101,972) $20,470,275 $(8,038,536) $100,192,811
========== ======== ========== ========= ============
YEAR ENDED JULY 31, 1993
Building and Leasehold
Improvements $12,016,466 $(85,388) $1,807,579 $(271,977) $13,466,680
Machinery and
Equipment 53,937,023 (271,795) 8,557,937 (1,584,642) 60,638,523
Office Furniture and
Equipment 4,462,164 (35,425) 1,122,764 (154,789) 5,394,714
Vehicle 1,212,997 (29,185) 3,788 (1,057,320) 130,280
Construction
in-Progress 4,788,735 - 9,243,296 (10,853,447) 3,178,584
Land and Mineral
Rights 4,783,045 (1,322) 275,223 (2,683) 5,054,263
---------- -------- --------- ---------- -----------
Total $81,200,430 $(423,115) $21,010,587 $(13,924,858) $87,863,044
========== ========= ========== ========== ==========
YEAR ENDED JULY 31, 1992
Building and Leasehold
Improvements $ 9,712,230 $ 14,856 $2,702,962 $(413,582) $12,016,466
Machinery and
Equipment 57,077,414 83,424 4,135,891 (7,359,706) 53,937,023
Office Furniture and
Equipment 3,317,702 18,338 1,183,333 (57,209) 4,462,164
Vehicles 1,220,395 6,630 60,222 (74,250) 1,212,997
Construction
in-Progress 4,437,657 - 7,188,451 (6,837,373) 4,788,735
Land and Mineral
Rights 4,608,468 (606) 477,539 (302,356) 4,783,045
---------- ------- ---------- ---------- -----------
Total $80,373,866 $122,642 $15,748,398 $(15,044,476) $81,200,430
========== ======= ========== ========== ==========
28
Schedule VI
OIL-DRI CORPORATION OF AMERICA AND SUBSIDIARIES
Accumulated Depreciation, Depletion and
Amortization of Property, Plant and Equipment
Years Ended July 31, 1994, 1993, and 1992
Adjustment
of Account
Because of
Balance at Foreign Current Transfers Balance
Beginning Exchange Year's and at End
Classification of Period Variances Provision Retirements of Period
- - - -------------- ---------- --------- --------- ----------- ----------
YEAR ENDED JULY 31, 1994
Building and Leasehold
Improvements $ 2,827,059 $(7,249) $ 623,424 $(67,507) $3,375,727
Machinery and
Equipment 29,187,868 (45,872) 4,883,628 (360,487) 33,665,137
Office Furniture and
Equipment 1,972,188 (8,534) 887,375 (108,879) 2,742,150
Vehicles 144,898 2,115 34,580 (15,360) 166,233
---------- ------- --------- -------- ----------
Total $34,132,013 $(59,540) $6,429,007 $(552,233) $39,949,247
========== ======= ========= ======== ==========
YEAR ENDED JULY 31, 1993
Building and Leasehold
Improvements $ 2,541,247 $(32,251) $503,894 $(185,831) $2,827,059
Machinery and
Equipment 26,116,605 (216,815) 4,545,354 (1,257,276) 29,187,868
Office Furniture and
Equipment 1,602,299 (27,398) 489,379 (92,092) 1,972,188
Vehicles 613,306 (13,097) 81,934 (537,245) 144,898
---------- ------- --------- -------- ----------
Total $30,873,457 $(289,561) $5,620,561 $(2,072,444) $34,132,013
========== ======= ========= ========== ==========
YEAR ENDED JULY 31, 1992
Building and Leasehold
Improvements $ 2,310,614 $ 10,771 $ 422,375 $(202,513) $ 2,541,247
Machinery and
Equipment 28,812,990 92,726 4,265,228 (7,054,339) 26,116,605
Office Furniture and
Equipment 1,301,223 7,143 347,902 (53,969) 1,602,299
Vehicles 492,241 5,250 141,049 (25,234) 613,306
---------- -------- --------- --------- ----------
Total $32,917,068 $ 115,890 $5,176,554 $(7,336,055) $30,873,457
========== ======== ========= ========= ==========
29
Schedule VIII
OIL-DRI CORPORATION OF AMERICA AND SUBSIDIARIES
Valuation and Qualifying Accounts
Years Ended July 31, 1994, 1993 and 1992
Additions
Balance at Charged to Balance
Beginning Costs and at End
Description of Period Expenses Deductions* of Period
- - - ----------- --------- --------- ---------- ---------
Allowance for doubtful accounts:
Year Ended July 31, 1994 $195,098 $ 4,744 $ 27,902 $171,940
------- ------ ------ -------
Year Ended July 31, 1993 $173,393 $ 72,890 $ 51,185 $195,098
------- ------ ------ -------
Year Ended July 31, 1992 $180,340 $138,808 $145,755 $173,393
------- ------ ------ -------
*Net of recoveries.
30
Schedule IX
OIL-DRI CORPORATION OF AMERICA AND SUBSIDIARIES
Bonds, Mortgages and Similar Debt
July 31, 1994 and 1993
AMOUNT ISSUED AND
NOT RETIRED OR CANCELLED
-------------------------- NOT HELD
AMOUNT HELD BY OR BY OR FOR
AUTHORIZED FOR ACCOUNT ACCOUNT
NAME OF ISSUER AND BY OF ISSUER OF ISSUER
TITLE OF EACH ISSUE INDENTURE TOTAL THEREOF THEREOF
- - - ---------------------- ---------- ------- ---------- ---------
JULY 31, 1994
Thomasville Payroll
Development Authority $ 4,000,000 $ 592,593 None $ 592,593
Town of Blue Mountain,
Mississippi 2,500,000 2,500,000 None 2,500,000
Teachers Insurance and Annuity
Association of America 8,000,000 7,600,000 None 7,600,000
Teachers Insurance and Annuity
Association of America 6,500,000 6,500,000 None 6,500,000
Harris Trust and Savings
Bank 5,000,000 5,000,000 None 5,000,000
Other 969,180 572,129 None 572,129
------------ ----------- -----------
$ 26,969,180 $22,764,722 $22,764,722
============ =========== ===========
JULY 31, 1993
Thomasville Payroll
Development Authority $ 4,000,000 $ 1,185,185 None $ 1,185,185
Town of Blue Mountain,
Mississippi 2,500,000 2,500,000 None 2,500,000
Teachers Insurance and Annuity
Association of America 8,000,000 7,600,000 None 7,600,000
Teachers Insurance and Annuity
Association of America 6,500,000 6,500,000 None 6,500,000
Other 1,038,697 723,371 None 723,371
----------- ----------- -----------
$22,038,697 $18,508,556 $18,508,556
=========== =========== ===========
*Not including current portions. See Note 3 of Notes to Financial
Statements in the 1994 or 1993 Annual Report to Stockholders.
31
Schedule IX
(continued)
Amount
Amount Included Amount in Held by Affiliates
In Sum Extended Sinking for Which Statements
Under Caption and Other are Filed Herewith
"Bonds, Mortgages Special Amount ------------------------
and Similar Debt" Funds of Pledged Persons Included
in Related Issuer by Issuer in Consolidated
Balance Sheet* Thereof Thereof Statements Other
- - - ------------------ --------- --------- --------------- -------
$ 2,500,000 None None None None
7,100,000 None None None None
6,500,000 None None None None
5,000,000 None None None None
421,243 None None None None
- - - -----------
$21,521,243
===========
$ 592,593 None None None None
2,500,000 None None None None
7,600,000 None None None None
6,500,000 None None None None
573,348 None None None None
- - - -----------
$17,765,941
===========
32
Schedule X
OIL-DRI CORPORATION OF AMERICA AND SUBSIDIARIES
Supplementary Income Statement Information
Charged to Costs and Expenses
Year Ended July 31,
-------------------------------------
Item 1994 1993 1992
---- ---------- ---------- ----------
1. Maintenance and Repairs $6,177,054 $5,889,421 $5,170,107
---------- ---------- ----------
2. Depreciation, Depletion, and
Amortization of Property, Plant
and Equipment $6,429,007 $5,620,561 $5,176,554
---------- ---------- ----------
3. Depreciation and Amortization
of Intangible Assets * * *
4. Taxes, Other than Income Taxes
Payroll $1,720,977 $1,595,929 $1,545,468
Other 955,237 734,957 554,713
---------- ---------- ----------
$2,676,214 $2,330,886 $2,100,181
---------- ---------- ----------
5. Rents $3,838,000 $3,679,000 $2,922,000
---------- ---------- ----------
6. Royalties * * *
7. Advertising Costs $2,829,908 $3,427,445 $4,620,175
---------- ---------- ----------
8. Research and Development Costs $1,875,000 $1,509,000 $1,450,000
---------- ---------- ----------
*Less than 1% of total sales and revenues.
33
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Number Exhibit Title Page
-------------- ------------- -------------
(3)(a)(1) Certificate of Incorporation
of Registrant, as amended.
(3)(b)(2) By-Laws of Registrant as
amended.
(10)(a)(3) Lease Agreement, dated as of
September 1, 1982, between
Oil-Dri Corporation of
Georgia, The Thomasville
Development Authority and
Continental Illinois National
Bank and Trust Company of
Chicago.
(10)(b)(4) Guaranty Agreement, dated as
of September 1, 1982, between
Registrant and Continental
Illinois National Bank and
Trust Company of Chicago.
(10)(c)(1)(5) Agreement ("Clorox
Agreement") dated January 12,
1981 between The Clorox
Company and Registrant, as
amended. (Confidential
treatment of certain portions
of this Exhibit has been
granted.)
(10)(c)(2)(6) Amendment to Clorox Agreement
dated March 3, 1989, as
accepted by the Registrant on
March 20, 1989, between The
Clorox Company and the
Registrant. (Confidential
treatment of certain portions
of this Exhibit has been
granted.)
(10)(c)(3)(7) Amendment to Clorox Agreement
dated February 14, 1991,
between the Clorox Company
and Registrant (Confidential
treatment of certain portions
of this Exhibit has been
granted).
(1) Incorporated by reference to Exhibit 4 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended January 31,
1991.
(2) Incorporated by reference to Exhibit 3(b) to Registrant's
Annual Report on Form 10-K for the fiscal year ended July 31,
1988.
(3) Incorporated by reference to Exhibit (4)(a) to Registrant's
Annual Report on Form 10-K for the fiscal year ended July 31,
1982.
(4) Incorporated by reference to Exhibit (4)(b) to Registrant's
Annual Report on Form 10-K for the fiscal year ended July 31,
1982.
(5) Incorporated by reference to Exhibit 10(f) to Registrant's
Registration Statement on Form S-2 (Registration No. 2-97248)
made effective on May 29, 1985.
(6) Incorporated by reference to Exhibit 10(e)(2) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
July 31, 1989.
(7) Incorporated by reference to Exhibit 10(e)(3) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
July 31, 1991.
34
Sequentially
Numbered
Exhibit Number Exhibit Title Page
-------------- ------------- ------------
(10)(d)(8) Description of Deferred
Compensation Plan.
(10)(e)(9) Salary Continuation Agreement
dated August 1, 1989 between
Richard M. Jaffee and the
Registrant.
(10)(f)(10) 1988 Stock Option Plan.
(10)(g)(11) Note Agreement, dated April
5, 1991, between Registrant
and the Teachers Insurance
and Annuity Association of
America regarding $8,000,000
9.38% Senior Notes due
November 15, 2001.
(10)(h)(12) Note Agreement, dated April
5, 1993, between Registrant
and the Teachers Insurance
and Annuity Association of
America regarding $6,500,000
7.17% Senior Notes due August
15, 2004.
(10)(i) Credit Agreement, dated as of
September 2, 1994, between
Registrant and Harris Trust
and Savings Bank regarding
$5,000,000 7.78% Term Loan
Note and $5,000,000 Revolving
Credit Note.
(11) Statement re: computation of
per share earnings.
(13) 1994 Annual Report to
Stockholders of Registrant.
(22) Subsidiaries of Registrant.
(24) Consent of Blackman Kallick
Bartelstein.
(27) Financial Data Schedule.
- - - -------------------------------
(8) Incorporated by reference to Exhibit 10(g) to Registrant's
Annual Report on Form 10-K for the fiscal year ended July 31,
1988.
(9) Incorporated by reference to Exhibit 10(g) to Registrant's
Annual Report on Form 10-K for the fiscal year ended July 31,
1989.
(10) Incorporated by reference to Exhibit 4(a) to Registrant's
Registration Statement on Form S-8, filed June 30, 1989,
Registration No. 33-29650.
(11) Incorporated by reference to Exhibit 10(h) to Registrant's Annual
Report on Form 10-K for the fiscal year ended July 31, 1991.
(12) Incorporated by reference to Exhibit 10(i) to Registrant's Annual
Report on Form 10-K for the fiscal year ended July 31, 1993.