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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, 1995 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
(Address of principal executive offices) (Zip Code)
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 29, 1995:
Common Stock - 5,162,518 shares (including 392,196 treasury shares)
Class B Stock - 2,071,000 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 - $63,014,771 (based on the closing price on September 29,
1995).
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference:
1. Registrant's Proxy Statement for its 1995 Annual Meeting of
Stockholders (Proxy Statement), which will be filed with the
Securities and Exchange Commission not later than November 28,
1995 (120 days after the end of Registrants fiscal year ended
July 31, 1995), is incorporated into Part III of this Annual
Report on Form 10-K, as indicated herein.
2. The following portions of Registrant's 1995 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.
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, environmental, agricultural and fluid purification
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, mass merchandising and pet specialty retail outlets.
Industrial and environmental products, consisting primarily of oil, grease
water and polypropylene 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 Premium Cat
Litter and other cat litters, OIL-DRI ALL PURPOSE mineral floor absorbent
and AGSORB 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 Sorbents for
industrial and environmental cleanup, PURE-FLO and PURE-FLO Supreme
Bleaching Clays for edible oils, fats and tallows, and ULTRA-CLEAR
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 industrial
distributors and 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.
Consumer Products
The Registrant's cat litter products, in both coarse granular and fine
granular clumping forms, are sold under the Registrant's CAT'S PRIDE and
LASTING PRIDE brand names, FRESH STEP and CONTROL 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, Winn Dixie, and others. LASTING PRIDE
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 and CONTROL premium-priced cat litter
products. FRESH STEP and CONTROL 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 contains
microencapsulated odor controllers which are activated by the cat.
The Registrant has a long-term exclusive right to supply The Clorox
Company's requirements for FRESH STEP and CONTROL up to certain levels.
According to independently published supermarket industry reports, FRESH
STEP was the largest dollar grossing cat litter brand sold through
grocery chains in the United States during the year ended July 16, 1995.
Traditional coarse granular clay litters once represented approximately 98%
of the market. Beginning in 1990, the cat litter market changed and
traditional course litters now compete 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 39% of retail dollar sales volume
in the grocery industry and 49% of retail dollar sales volume in the mass
merchandiser industry in the 52 week period ended July 16, 1995, compared
with 38% and 48%, respectively, in a similar period last year.
Industrial and Environmental Products
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 Industrial Pad
and OIL-DRI 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 materials from several unaffiliated
suppliers. The Registrant has 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 Sorbent Booms and OIL-DRI
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 through a
distributor network that includes industrial, auto parts, safety, sanitary
supply, chemical and paper distributors and environmental service
companies. The Registrant supports the efforts of the industrial
distributors with specialized divisional sales personnel.
The Registrant also produces for the consumer market OIL-DRI Automotive, a
floor absorbent for home and garage use. This product is sold through
automobile parts distributors and mass merchandisers.
Agrisorbent Product Group
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 agricultural
chemical carriers and drying agents; FLO-FRE, a highly absorbent
microgranule flowability aid; PEL-UNITE and CONDITIONADE, pelleting aids,
used in the manufacture of animal feeds, and TERRA GREEN Soil Conditioner.
The AGSORB Carriers are used as mediums of distribution for crop
protection chemicals and fertilizers. AGSORB customized carriers are
designed to reduce dust and to increase accuracy of application. The
Registrant's AGSORB 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 as a blending agent for fertilizers
and chemicals used in the lawn and garden market.
Agricultural products are marketed in the United States by 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.
Pure-Flo Product Group
Fluid purification products include PURE-FLO Bleaching Clays, ULTRA-CLEAR
clarification aids, and PURE-FLO Supreme. These products are supported by
a team of 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 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 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, 295 trailers, 100 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 usually 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, 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 and its 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, 1995 and 1994, Registrant's backlog of orders was approximately
$2,765,000 and $2,621,000, 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 Wal-Mart Stores, Inc. accounted for approximately 27% of the
Registrant's net sales for the fiscal year ended July 31, 1995. Sales to
The Clorox Company accounted for approximately 9% of the Registrant's net
sales for the fiscal year ended July 31, 1995. Clorox and the Registrant
are parties to a long term supply contract. 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 have substantially greater financial resources than
the Company, which compete with the Registrant 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
169,565,000 tons. Based on its rate of consumption during the 1995 fiscal
year, Registrant considers its proven recoverable reserves adequate to
supply Registrant's needs for approximately 50 years. It is the
Registrant's policy to attempt 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,
1995, 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 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 that this will be accomplished.
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.
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
Ochlocknee, Georgia $1,575,730 $20,279,193
Ripley, Mississippi $1,098,951 $15,692,584
Blue Mountain, Mississippi $ 818,488 $ 8,177,141
Christmas Valley, Oregon $ 68,044 $ 658,686
Employees
As of July 31, 1995, the Registrant employed 695 persons, 52 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 42 of the Registrant's employees in the U.S.
and approximately 15 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.
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 over the
years. In the l995 fiscal year, the Registrant expended approximately
$450,000 on equipment and other aspects of environmental control and
compliance and presently expects that it will spend approximately $620,000
in the l996 fiscal year and that these costs will continue 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 Supreme, PURE-FLO FP80, CAT'S PRIDE Scoopable, and LASTING
PRIDE. The technical center produces prototype samples and test run
quantities of new products for customer trial and evaluation.
Registrant spent approximately $1,826,000 $1,875,000 and $1,509,000 during
its fiscal years ended July 31, 1995, 1994 and 1993, 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.
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, 1995, the Registrant's investment, at cost, in Kamterter was
approximately $717,000. Although Kamterter has a substantial negative net
worth, during the year ended February 28, 1995, and in recent interim
periods, Kamterter has begun to generate operating profits. While the
Registrant believes that Kamterter's prospects have improved, Kamterter's
future financial condition and results of operations cannot be predicted.
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 1,282 2,004 3,286 45,185 9,836 55,021
Mississippi 2,034 1,423 3,457 116,293 123,409 239,702
Oregon 360 800 1,160 3,575 - 3,575
Florida 537 446 983 4,512 1,092 5,604
Nevada 709 - 709 23,316 2,976 26,292
Illinois 4 - 4 - - -
4,926 4,673 9,599 192,881 137,313 330,194
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, Ochlocknee, Georgia,
Christmas Valley, Oregon, Laval, Quebec, Canada and Wisbech, United Kingdom
are wholly owned by Registrant and Registrant's mill at Blue Mountain,
Mississippi is owned in-part by Registrant, with the balance leased as
herein after described. Registrant is a party to leases that relate to
certain plant acquisition and expansion projects at the Registrant's mill
at Blue Mountain, Mississippi. 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, ($5,000,000 of which has been
subsequently retired), 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 208,000 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. LEGAL PROCEEDINGS
There are no material pending legal proceedings.
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.
Principal Occupation
Name (5) For Last Five Years Age
Richard M. Jaffee Chief Executive Officer and 59
Chairman of the Board of
the Registrant; President from
1960 to June, 1995.
Norman B. Gershon Vice President, International 59
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 - 55
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 Vice Chairman of The Board; 53
Senior Vice President
for Consumer, Industrial &
Environmental and Transportation
of the Registrant from 1993 to 1995;
Group Vice President of the
Registrant for Sales, Marketing
and Distribution, from 1990
to 1993.
Richard V. Hardin Group Vice President, Technology, 56
(1)(3) of the Registrant; Group Vice
President, New Technologies of the
Registrant from 1989 to 1991.
Herbert V.
Pomerantz Senior Vice President, Agricultural 55
(3)(4) 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.
Daniel S.
Jaffee (2) President and Chief Operating Officer 31
since June, 1995, Chief Financial Officer
since 1990, Chief Executive Officer of
Favorite Products Company, Ltd., a
subsidiary of the Company since 1990;
Group Vice President, Consumer Products
until June, 1995; Group Vice President
of Canadian Operations and Consumer
Products - Grocery 1992 until June, 1994;
Group Vice President, Domestic and
Canadian Operations from December, 1990
until August, 1992.
Louis T.
Bland, Jr.(3) Assistant Secretary, Legal Counsel and 64
Director of Industrial Relations of
the Registrant; Served on the faculty
of the Lake Forest Graduate School
of Management from 1990 until Joining
the Registrant in 1991.
Donald J. Deegan Director of Finance and Accounting, Chief 33
(3) Accounting Officer of the Registrant;
Assistant Vice President, Treasury
Planning & Analysis of Household
International, a diversified financial
services company, from 1987 through 1990.
The term of each executive officer expires at the 1995 Annual
Meeting of the Stockholders 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, Herbert V. Pomerantz,
Louis T. Bland and Donald J. Deegan.
(4) Herbert V. Pomerantz has resigned his employment with the
Registrant effective October 31, 1995.
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, and
Class A Common Stock, which is not outstanding 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 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 18 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.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is (except for information in Part I,
hereof, concerning executive officers) contained in the Registrant's Proxy
Statement for its 1995 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 under the captions "Executive Compensation", "Compensation
Committee Report on Executive Compensation", "Compensation Committee
Interlocks and Insider Participation" and "Performance Graph" 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 under the caption "General - Principal Stockholders" 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 under the caption "Compensation Committee Interlocks and
Insider Participation" and is incorporated herein by this reference.
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,
1995 (audited) and July 31, 1994 (audited).
Consolidated Statements of Income for the fiscal years ended
July 31, 1995 (audited), July 31, 1994 (audited) and July 31,
1993 (audited).
Consolidated Statements of Stockholders' Equity for the fiscal
years ended July 31, 1995 (audited), July 31, 1994 (audited) and
July 31, 1993 (audited).
Consolidated Statements of Cash Flows for the fiscal years ended
July 31, 1995 (audited), July 31, 1994 (audited) and July 31,
1993 (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 VIII - Valuation and Qualifying Accounts, years ended
July 31, 1995, 1994 and 1993.
(a)(3) The following documents are exhibits to this Report:
(3)(a) Articles of Incorporation of
Registrant, as amended.
(3)(b) By-Laws of Registrant, as amended of June 16, 1995.
(10)(a)2 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)3 Guaranty Agreement, dated as of
September 1, 1982, between Registrant and
Continental Illinois National Bank and Trust
Company of Chicago.
(10)(c)(1)4 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)5 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)6 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).
(10)(d)7 Description of 1987 Executive
Deferred Compensation Program.*
(10)(e)8 Salary Continuation Agreement dated
August 1, l989 between Richard M. Jaffee and
the Registrant.*
(10)(f)9 1988 Stock Option Plan.
(10)(g)10 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)11 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)12 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.
Incorporated by reference to Exhibit (3) to Registrant's Quarterly Report
on Form 10-Q for the quarter ended January 31, 1995.
Incorporated by reference to Exhibit (4)(a) to Registrant's Annual Report
on Form 10-K for the fiscal year ended July 31, 1982.
Incorporated by reference to Exhibit (4)(b) to Registrant's Annual Report
on Form 10-K for the fiscal year ended July 31, 1982.
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.
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.
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.
Incorporated by reference to Exhibit 10(f) to Registrant's Annual Report
on Form 10-K for the fiscal year ended July 31, 1988.
Incorporated by reference to Exhibit 10(g) to Registrant's Annual Report
on Form 10-K for the fiscal year ended July 31, 1989.
Incorporated by reference to Exhibit 4(a) to Registrant's Registration
Statement on Form S-8, filed June 30, 1989, Registration No. 33-29650.
Incorporated by reference to Exhibit 10(h) to Registrant's Annual Report
on Form 10-K for the fiscal year ended July 31, 1991.
Incorporated by reference to Exhibit 10(i) to Registrant's Annual Report
on Form 10-K for the fiscal year ended July 31, 1993.
Incorporated by reference to Exhibit 10(i) to Registrant's Annual Report
on Form 10-K for the fiscal year ended July 31, 1994.
(10)(j) The Oil-Dri Corporation of America
Deferred Compensation Plan adopted November
15, 1995 and related resolution.
(11) Statement re: computation of per share
earnings.
(13) 1995 Annual Report to Stockholders of
Registrant.
(22) Subsidiaries of Registrant.
(24) Consent of Blackman Kallick Bartelstein.
(27) Financial Data Schedule.
*Management contract or compensatory plan or arrangement.
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, 1995.
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,
Chief Executive Officer
Dated: October 20, 1995
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 20, 1995
Richard M. Jaffee
Chief Executive Officer
Director
/s/ Daniel S. Jaffee October 20, 1995
Daniel S. Jaffee
President and Chief Operating Officer
Director
/s/ Donald J. Deegan October 20, 1995
Donald J. Deegan
Principal Accounting
Officer
/s/ Robert D. Jaffee October 20, 1995
Robert D. Jaffee
Director
October 20, 1995
Norman B. Gershon
Director
October 20, 1995
Bruce H. Sone
Director
/s/ J. Steven Cole October 20, 1995
J. Steven Cole
Director
/s/ Joseph C. Miller October 20, 1995
Joseph C. Miller
Director
Edgar D. Jannotta October 20, 1995
Director
/s/ Paul J. Miller October 20, 1995
Paul J. Miller
Director
/s/ Haydn H. Murray October 20, 1995
Haydn H. Murray
Director
/s/ Allan H. Selig October 20, 1995
Allan H. Selig
Director
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, 1995 and 1994 and for each of the three years in the
period ended July 31, 1995, which report thereon dated August 25,
1995, 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.
August 25, 1995