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.
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
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.
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.
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
Item 2. PROPERTIES
Registrant's properties are generally described below:
See "Item 1. Business-Reserves"
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.
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.
Item 3. LEGAL PROCEEDINGS
Not applicable.
Item 4.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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.
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.
PART II
Item 5.
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.
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.
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.
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.
Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10.
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.
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.
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.
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.
PART IV
Item 14.
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.
(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.
(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.
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.
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
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
October 21, 1994 Allan H. Selig Director
[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] Schedule I
OIL-DRI CORPORATION OF AMERICA AND SUBSIDIARIES
Marketable Securities - Other Investments
July 31, 1994
(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.
Schedule V
OIL-DRI CORPORATION OF AMERICA AND SUBSIDIARIES
Property, Plant and Equipment
Years Ended July 31, 1994, 1993, and 1992
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
Schedule VIII
OIL-DRI CORPORATION OF AMERICA AND SUBSIDIARIES
Valuation and Qualifying Accounts
Years Ended July 31, 1994, 1993 and 1992
*Net of recoveries. Schedule IX
OIL-DRI CORPORATION OF AMERICA AND SUBSIDIARIES
Bonds, Mortgages and Similar Debt
July 31, 1994 and 1993
*Not including current portions. See Note 3 of Notes to Financial Statements in the 1994 or 1993 Annual Report to Stockholders.
Schedule IX (continued)
Schedule X
OIL-DRI CORPORATION OF AMERICA AND SUBSIDIARIES
Supplementary Income Statement Information
*Less than 1% of total sales and revenues. 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.
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.
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(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.