1
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, 1998 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 - 5,440,630 Shares (Including 981,760 Treasury Shares)
Class B Stock - 1,794,888 Shares
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OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
-----------------------
JANUARY 31 JULY 31
ASSETS 1998 1997
-----------------------
CURRENT ASSETS
- --------------
Cash and Cash Equivalents $ 6,049 $ 9,997
Investment Securities 1,553 1,544
Accounts Receivable 23,770 20,341
Allowance for Doubtful Accounts (441) (261)
Inventories 11,200 10,604
Prepaid Expenses and Taxes 6,186 4,685
-------- --------
TOTAL CURRENT ASSETS 48,317 46,910
-------- --------
PROPERTY, PLANT AND EQUIPMENT - AT COST
- ---------------------------------------
Cost 114,060 114,533
Less Accumulated Depreciation and
Amortization 59,856 58,737
-------- --------
TOTAL PROPERTY, PLANT
AND EQUIPMENT, NET 54,204 55,796
-------- --------
OTHER ASSETS
- ------------
Goodwill (Net of Accumulated Amortization) 3,975 4,040
Deferred Income Taxes 2,434 2,446
Other 4,306 5,366
-------- --------
TOTAL OTHER ASSETS 10,715 11,852
-------- --------
TOTAL ASSETS $113,236 $114,558
======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
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OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
-----------------------
JANUARY 31 JULY 31
LIABILITIES & STOCKHOLDERS' EQUITY 1998 1997
-----------------------
CURRENT LIABILITIES
- -------------------
Current Maturities of Notes Payable $ 95 $ 1,946
Accounts Payable 4,862 4,050
Dividends Payable 464 475
Accrued Expenses 10,173 9,274
Restructuring Reserve 860 0
-------- --------
TOTAL CURRENT LIABILITIES $ 16,454 $ 15,745
-------- --------
NONCURRENT LIABILITIES
- ----------------------
Notes Payable 17,052 17,052
Deferred Compensation 2,765 2,750
Other 1,883 1,681
-------- --------
TOTAL NONCURRENT LIABILITIES 21,700 21,483
-------- --------
TOTAL LIABILITIES 38,154 37,228
-------- --------
STOCKHOLDERS' EQUITY
- --------------------
Common and Class B Stock 724 724
Paid-In Capital in Excess of Par Value 7,698 7,686
Restricted Unearned Stock Compensation (48) (18)
Retained Earnings 83,099 82,243
Cumulative Translation Adjustment (981) (907)
-------- --------
90,492 89,728
Less Treasury Stock, At Cost (15,410) (12,398)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 75,082 77,330
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $113,236 $114,558
======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
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OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(IN THOUSANDS OF DOLLARS, EXCEPT FOR PER SHARE AMOUNTS)
(UNAUDITED)
-------------------------
FOR THE SIX MONTHS ENDED
JANUARY 31
-------------------------
1998 1997
-------------------------
NET SALES $ 80,661 $ 83,317
Cost Of Sales 55,467 57,390
---------- ----------
GROSS PROFIT 25,194 25,927
Selling, General And Administrative Expenses 18,700 19,325
Restructuring Expense 3,129 0
---------- ----------
INCOME FROM OPERATIONS 3,365 6,602
OTHER INCOME (EXPENSE)
Interest Expense (801) (917)
Interest Income 217 301
Other, Net (297) (120)
---------- ----------
TOTAL OTHER EXPENSE, NET (881) (736)
INCOME BEFORE INCOME TAXES 2,484 5,866
Income Taxes 708 1,672
---------- ----------
NET INCOME 1,776 4,194
RETAINED EARNINGS
Balance at Beginning of Year 82,243 77,386
Less Cash Dividends Declared 920 982
---------- ----------
RETAINED EARNINGS - JANUARY 31 $ 83,099 $ 80,598
========== ==========
AVERAGE SHARES OUTSTANDING 6,307,969 6,689,220
========== ==========
NET INCOME PER SHARE $ 0.28 $ 0.63
========== ==========
The accompanying notes are an integral part of the consolidated financial
statements.
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OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(IN THOUSANDS OF DOLLARS, EXCEPT FOR PER SHARE AMOUNTS)
(UNAUDITED)
--------------------------
FOR THE THREE MONTHS ENDED
JANUARY 31
--------------------------
1998 1997
--------------------------
NET SALES $ 40,912 $ 42,792
Cost Of Sales 27,616 29,157
---------- ----------
GROSS PROFIT 13,296 13,635
Selling, General And Administrative Expenses 9,875 10,114
Restructuring Expense 3,129 0
---------- ----------
INCOME FROM OPERATIONS 292 3,521
OTHER INCOME (EXPENSE)
Interest Expense (362) (449)
Interest Income 105 150
Other, Net (152) (57)
---------- ----------
TOTAL OTHER EXPENSE, NET (409) (356)
INCOME (LOSS) BEFORE INCOME TAXES (117) 3,165
Income Tax (Benefit) Expense (20) 901
---------- ----------
NET (LOSS) INCOME (97) 2,264
Average Shares Outstanding 6,286,432 6,657,736
========== ==========
NET (LOSS) INCOME PER SHARE $ (0.02) $ 0.34
========== ==========
The accompanying notes are an integral part of the consolidated financial
statements.
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OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
-------------------------
FOR THE SIX MONTHS ENDED
JANUARY 31
-------------------------
1998 1997
-------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
- ------------------------------------
NET INCOME $ 1,776 $ 4,194
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 3,844 3,832
Restructuring Reserve 3,129 0
Provision for bad debts 180 150
(Increase) Decrease in:
Accounts Receivable (3,429) (3,700)
Inventories (596) 1,457
Prepaid Expenses and Taxes (1,501) (1,103)
Other Assets 253 (239)
Increase (Decrease) in:
Accounts Payable 813 (1,022)
Accrued Expenses 898 347
Deferred Compensation 15 106
Restructuring Reserve (2,269) 0
Other 202 216
---------- ----------
TOTAL ADJUSTMENTS 1,539 44
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 3,315 4,238
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
- ------------------------------------
Capital Expenditures (2,898) (2,663)
Proceeds from sale of property, plant and equipment 4 555
Purchases of Investment Securities (190) (311)
Dispositions of Investment Securities 181 295
Proceeds from sale of Investments 709 0
Dispositions of Non-Performing Assets 813 0
Other (18) (144)
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (1,399) (2,268)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
- ------------------------------------
Principal Payments on Long-Term Debt (1,851) (1,547)
Dividends Paid (931) (985)
Purchases of Treasury Stock (3,053) (1,752)
Other (29) 16
---------- ----------
NET CASH USED IN FINANCING ACTIVITIES (5,864) (4,268)
---------- ----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (3,948) (2,298)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 9,997 10,114
---------- ----------
CASH AND CASH EQUIVALENTS, JANUARY 31 $ 6,049 $ 7,816
========== ==========
The accompanying notes are an integral part of the consolidated financial
statements.
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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, 1997, 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)
------------------------
1998 1997
------------------------
Finished goods $ 7,237 $ 6,684
Packaging 3,357 3,168
Other 606 752
------- -------
$11,200 $10,604
======= =======
Inventories are valued at the lower of cost or market. Cost is determined by
the first-in, first-out method.
3. RESTRUCTURING RESERVE
As previously disclosed, the Company divested its transportation business
effective November 22, 1997. In conjunction with the divestiture, the Company
recorded during the second quarter a pre-tax restructuring charge of $3,129,000
to cover the costs of exiting the transportation business ($1,443,000) and to
write off certain other non-performing assets, primarily manufacturing
machinery and equipment ($813,000). At January 31, 1998, $860,000 of the
restructuring charges remained in Current Liabilities. A summary of the
restructuring activity is presented below (in thousands):
1998 Restructuring charge $ 3,129
1998 Activity:
Machinery and equipment 813
Transportation business exit costs 720
Obsolete Inventory 300
Other 436
-------
Balance at January 31, 1998 $ 860
=======
4. NEW ACCOUNTING PRONOUNCEMENTS
The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" during the second quarter of 1998. The statement
simplifies the standards for computing earnings per share ("EPS") previously
defined in Accounting Principles Board Opinion No. 15, "Earnings Per Share"
(APB 15) and makes them comparable to international EPS standards. It replaces
the presentation of primary EPS with a presentation of basic EPS.
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OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Basic EPS excludes dilution and is computed by dividing net income available to
common stockholders (numerator) by the weighted-average number of common shares
outstanding (denominator) for the period. Diluted EPS is computed similarly to
fully diluted EPS under APB 15. A reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of
the diluted EPS computation is presented in Exhibit 11 of this document.
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 Stockholder's Equity, such as the change in the Translation
Adjustment account. SFAS No. 130 is effective for the Company beginning in
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 interim financial reports issued to
shareholders. SFAS No. 131 is effective for the Company beginning in fiscal
1999.
5. SUBSEQUENT EVENTS
On March 5, 1998, the Company announced that it had signed a definitive
agreement to purchase the Fuller's Earth absorbent business of American Colloid
Co., a wholly owned subsidiary of Amcol International, for an amount
approximating $14,800,000. The purchase includes a production plant and
mineral reserves in Mounds, Illinois, and mineral reserves located in Paris,
Tennessee, and Silver Springs, Nevada. The absorbent business has annual sales
approximating $15,000,000. The Company intends to finance the acquisition
through a fixed rate private debt placement. It is anticipated that the
acquisition will be accounted for as a purchase; accordingly, the purchase
price will be allocated to the underlying assets and liabilities based upon
their estimated fair values. The acquisition is expected to be completed prior
to the end of the third quarter of fiscal 1998.
On March 10, 1998, the Board of Directors of the Company authorized the
repurchase of 342,241 Class B shares from a director of the Company at $15 per
share. This share repurchase completes the Company's authorizations for
further stock repurchases at this time.
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MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIX MONTHS ENDED JANUARY 31, 1998 COMPARED TO SIX
MONTHS ENDED JANUARY 31, 1997
- -----------------------------
RESULTS OF OPERATIONS
- ---------------------
Total Company net sales for the six months ended January 31, 1998 were
$80,661,000, a decrease of 3.2% from net sales of $83,317,000 in the first six
months of fiscal 1997. This decrease was primarily due to exiting the
transportation business. Transportation sales for the first half of fiscal
1997 were $3,867,000 compared to $2,373,000 in the first half of the current
year. Excluding transportation, sales declined 1.5% in the first half of
fiscal 1998 versus fiscal 1997. Net income for the first six months of fiscal
1998 was $1,776,000 or $0.28 per share, compared to $4,194,000 or $0.63 per
share earned in the first half of fiscal 1997. The decrease was primarily due
to a restructuring charge recorded in the second quarter of fiscal 1998. The
restructuring charge, which covered the costs of exiting the transportation
business and writing off certain non-performing assets, reduced income before
income 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 cat box absorbents decreased $1,440,000, or 2.8% from prior year
amounts, due in part to increased levels of promotional activity by the
Company's competitors and a program by a major customer to reduce on-hand
inventory levels. Net sales of agricultural and fluids purification products
increased $404,000, or 2.1%, from the comparable period in fiscal 1997. The
higher sales resulted from an increased demand for fluids purification products
in the United Kingdom. Net sales of industrial and environmental sorbents were
comparable to prior year levels. Net sales of transportation services
decreased $1,494,000 or 38.6% from the second quarter of fiscal 1997 due to the
exiting from this business in November 1997.
Consolidated gross profit as a percentage of net sales for the six months ended
January 31, 1998 increased to 31.2% from 31.1% in the comparable period of
fiscal 1997.
Operating expenses as a percentage of net sales increased to 27.1% in the first
six months of fiscal 1998 from 23.2% in the same period of fiscal 1997. This
increase is primarily due to a pre-tax charge of $3,129,000 recorded in the
second quarter of fiscal 1998 for the restructuring reserve.
Interest expense decreased $116,000 and interest income decreased $84,000.
The Company's effective tax rate was 28.5% of pre-tax income in the first half
of both fiscal 1998 and fiscal 1997.
The assets of the Company decreased $1,322,000 during the first half of fiscal
1998. Current assets increased $1,407,000, or 3.0%, from fiscal 1997 year end
balances primarily due to increased accounts receivable, prepaid expenses, and
inventories, partially offset by lower cash and cash equivalents. Property,
plant and equipment, net of accumulated depreciation, decreased $1,592,000
during the first half due to the write-off of non-performing assets against the
restructuring reserve and depreciation expense exceeding capital expenditures.
Total liabilities in the six months ended January 31, 1998 increased $926,000,
or 2.5%, due primarily to the restructuring reserve recorded in the second
quarter of this year. Current liabilities increased $709,000 or 4.5% from July
31, 1997 balances, also due to the restructuring reserve.
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EXPECTATIONS
- ------------
The Company anticipates sales during the remainder of fiscal 1998 will be at
about the same level as sales in the comparable period of fiscal 1997 after
taking into account the approximately $2 million per quarter of backhaul
revenue previously generated by the Company's transportation business, which
was divested on November 21, 1997. Moderately higher sales of cat box
absorbents and fluid purification products should substantially offset the lost
backhaul revenue. However, sales growth of cat box absorbents is subject to
continuing competition for shelf space in the grocery, mass merchandiser and
club markets. Demand for AGSORB carriers and Pure-Flo fluids purification
products are expected to show slight improvement through the remainder of the
fiscal year. Furthermore, the purchase of the Fuller's Earth business of
American Colloid Co. will result in additional sales of cat box absorbents,
agricultural carriers and industrial absorbents after the acquisition is
completed.
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.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The current ratio decreased to 2.9 at January 31, 1998 from 3.0 at July 31,
1997. Working capital increased $698,000 during the six months ended January
31, 1998 to $31,863,000. Cash provided by operations continues to be the
Company's primary source of funds to finance investing needs and financing
activities. During the six months ended January 31, 1998, the balances of
cash, cash equivalents and other investments decreased $3,939,000. Cash
provided by operating activities of $3,315,000 was used to fund purchases of
the Company's common stock ($3,053,000), capital expenditures ($2,898,000),
principal payments on long term debt ($1,851,000) and pay dividends ($931,000).
Total cash and investment balances held by the Company's foreign subsidiaries
at January 31, 1998 and July 31, 1997 were $3,055,000 and $2,803,000
respectively.
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THREE MONTHS ENDED JANUARY 31, 1998 COMPARED TO
THREE MONTHS ENDED JANUARY 31, 1997
- -----------------------------------
Consolidated net sales for the three months ended January 31, 1998 were
$40,912,000, a decrease of $1,880,000 or 4.4%, over net sales of $42,792,000 in
the second quarter of fiscal 1997. This decline was primarily due to exiting
the transportation business. Transportation sales for the second quarter of
fiscal 1997 were $1,831,000 compared to $447,000 this year. Excluding
transportation, sales declined 1.2% in the second quarter of fiscal 1998 versus
fiscal 1997. Net income for the three months ended January 31, 1998 was
($97,000) or ($0.02) per share, a decrease of 104.3% from $2,264,000, or $0.34
per share, earned in last year's quarter. The decrease was due to a
restructuring charge recorded in the second quarter of fiscal 1998. The
charge, which covered the costs of exiting the transportation business and
writing off certain non-performing assets, reduced income before income taxes
by $3,129,000, net income by $2,150,000, and earnings per share by $0.36 for
the three months ended January 31, 1998.
Net sales of cat box absorbents decreased $906,000 or 3.4% from prior year
amounts, due in part to increased levels of promotional activity by the
Company's competitors and a program by a major customer to reduce on-hand
inventory levels. Net sales of agricultural and fluids purification products
increased $470,000, or 4.7% from the comparable period in fiscal 1997. The
higher sales resulted from increased demand for AGSORB carriers as well as
PURE-FLO Supreme fluids purification products in the United Kingdom. Net sales
of industrial and environmental sorbents were comparable to last year's second
quarter.
Consolidated gross profit as a percentage of net sales for the three months
ended January 31, 1998 increased to 32.5% from 31.9% in the comparable period
of fiscal 1997. 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 increased to 31.8% in the
second quarter of fiscal 1998 from 23.6% in the same quarter of the prior year.
This increase is primarily due to the pre-tax restructuring charge of
$3,129,000 recorded in the second quarter of fiscal 1998.
Interest expense decreased $87,000 while interest income decreased $45,000.
The Company's effective tax benefit rate was 17.1% of pre-tax income in the
second quarter of 1998 as compared to the effective tax rate of 28.5% for the
second quarter of fiscal 1997.
FOREIGN OPERATIONS
- ------------------
Net sales by the Company's foreign subsidiaries for the six months ended
January 31, 1998 were $6,481,000, or 8.0% of total Company sales. This
represents an increase of $361,000 from the same period of fiscal 1997, in
which foreign subsidiary sales were $6,120,000, or 7.3% of total Company sales.
Net income of the foreign subsidiaries for the first six months of fiscal 1998
was $321,000 compared with $431,000 in the same period of fiscal 1997.
Identifiable assets of the Company's foreign subsidiaries as of January 31,
1998, were $11,668,000, an increase of $1,802,000 from $9,866,000 as of July
31, 1997. The increase is primarily due to higher prepaid expenses,
inventories, and cash and cash equivalents.
Net sales by the Company's foreign subsidiaries for the quarter ended January
31, 1998 were $3,417,000 or 8.4% of total Company sales. This represents an
increase of $298,000, or 9.6% from the same quarter in fiscal 1997, in which
foreign subsidiary sales were $3,119,000, or 7.3% of total Company sales. Net
income of the foreign subsidiaries for the second quarter of fiscal 1998 was
$135,000 compared to $286,000 in the same period of fiscal 1997.
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Part II - Other Information
ITEM 4. (a) SUBMISSION OF MATTERS TO A VOTES OF SECURITY HOLDERS - On December
9, 1997, the 1997 Annual Meeting of Stockholders of Oil-Dri
Corporation of America was held for the purpose of considering and
voting on:
1. The election of eleven directors.
2. An amendment to the Company's Certificate of Incorporation that
would permit the Company's Board to authorize the issuance of
Class B Stock in stock options or other stock grants or awards
to any member of the Jaffee Family who is an employee, officer
or director of the Company or any of its 50% owned subsidiaries.
3. An amendment to the Company's 1995 Long-Term Incentive Plan
to (i) permit the use of Class B Stock in stock options or
other grants or awards under the Plan to Jaffee Family
members who are employees or officers of the Company or any
of its 50% owned subsidiaries, and (ii) authorize an additional
500,000 shares (consisting of Common Stock, Class A Common
Stock, Class A Common Stock, and/or Class B Stock) for use under
the Plan.
ELECTION OF DIRECTORS
The following schedule sets forth the results of the vote to elect
directors.
Director Votes For Votes Withheld*
-------- --------- ---------------
J. Steven Cole 21,304,260 18,120
Arnold W. Donald 21,303,713 18,667
Ronald B. Gordon 21,304,260 18,120
Daniel S. Jaffee 21,304,156 18,224
Richard M. Jaffee 21,301,854 20,526
Robert D. Jaffee 21,303,160 19,220
Edgar D. Jannotta 21,304,260 18,120
Joseph C. Miller 21,303,060 19,320
Paul J. Miller 21,303,260 19,120
Haydn H. Murray 21,303,068 19,312
Allan H. Selig 21,302,860 19,520
*All votes withheld were common shares.
APPROVAL OF AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
Common Class B Total
------ ------- -----
Votes For: 2,257,160 17,337,020 19,594,180
Votes Against: 1,134,853 1,134,853
Votes Withheld: 593,347 593,347
APPROVAL OF AMENDMENT TO THE OIL-DRI CORPORATION OF AMERICA 1995
LONG-TERM INCENTIVE PLAN
Common Class B Total
------ ------- -----
Votes For: 2,556,029 17,337,020 19,893,049
Votes Against: 833,778 833,778
Votes Withheld: 595,553 595,553
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ITEM 5. OTHER INFORMATION
The following events are reported:
1. Execution of a definitive agreement to acquire the
Fuller's Earth business of American Colloid Co., a wholly owned
subsidiary of Amcol International, filed as Exhibit 99.1 hereto
and incorporated herein by reference. Press release dated March
5, 1998, filed as Exhibit 99 hereto and incorporated herein by
reference.
2. Board of Director's approval for the Company to purchase
342,241 shares of Class B stock from Director, Robert D. Jaffee.
Press release dated March 12, 1998, filed as Exhibit 99.2 hereto
and incorporated herein by reference.
ITEM 6. (a) Exhibits: The following documents are an exhibit to this report.
Exhibit
Index
-----
Exhibit 11: Statement Re: Computation of
per share earnings. 15
Exhibit 27: Financial Data Schedule 16
Exhibit 99: Company press release dated March 5, 1998 17
Exhibit 99.1: Asset purchase agreement 19-56
Exhibit 99.2: Company press release dated March 12, 1998 57
(b) During the quarter for which this report is filed, no reports
on Form 8-K were filed.
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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 and Chief Financial Officer
BY /s/Daniel S. Jaffee
------------------------------
Daniel S. Jaffee
President and Chief Executive Officer
Dated: March 16, 1998
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