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 Page -1-
2 OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS OF DOLLARS) (UNAUDITED) <TABLE> <CAPTION> ----------------------- JANUARY 31 JULY 31 ASSETS 1998 1997 ----------------------- <S> <C> <C> 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 ======== ======== </TABLE> The accompanying notes are an integral part of the consolidated financial statements. Page -2-
3 OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS OF DOLLARS) (UNAUDITED) <TABLE> <CAPTION> ----------------------- JANUARY 31 JULY 31 LIABILITIES & STOCKHOLDERS' EQUITY 1998 1997 ----------------------- <S> <C> <C> 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 ======== ======== </TABLE> The accompanying notes are an integral part of the consolidated financial statements. Page -3-
4 OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (IN THOUSANDS OF DOLLARS, EXCEPT FOR PER SHARE AMOUNTS) (UNAUDITED) <TABLE> <CAPTION> ------------------------- FOR THE SIX MONTHS ENDED JANUARY 31 ------------------------- 1998 1997 ------------------------- <S> <C> <C> 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 ========== ========== </TABLE> The accompanying notes are an integral part of the consolidated financial statements. Page -4-
5 OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (IN THOUSANDS OF DOLLARS, EXCEPT FOR PER SHARE AMOUNTS) (UNAUDITED) <TABLE> <CAPTION> -------------------------- FOR THE THREE MONTHS ENDED JANUARY 31 -------------------------- 1998 1997 -------------------------- <S> <C> <C> 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 ========== ========== </TABLE> The accompanying notes are an integral part of the consolidated financial statements. Page -5-
6 OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS OF DOLLARS) (UNAUDITED) <TABLE> <CAPTION> ------------------------- FOR THE SIX MONTHS ENDED JANUARY 31 ------------------------- 1998 1997 ------------------------- CASH FLOWS FROM OPERATING ACTIVITIES - ------------------------------------ <S> <C> <C> 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 ========== ========== </TABLE> The accompanying notes are an integral part of the consolidated financial statements. Page -6-
7 OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF STATEMENT PRESENTATION The financial statements and the related notes are condensed and should be read in conjunction with the consolidated financial statements and related notes for the year ended July 31, 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): <TABLE> <CAPTION> ------------------------ JANUARY 31 JULY 31 (UNAUDITED) (UNAUDITED) ------------------------ 1998 1997 ------------------------ <S> <C> <C> Finished goods $ 7,237 $ 6,684 Packaging 3,357 3,168 Other 606 752 ------- ------- $11,200 $10,604 ======= ======= </TABLE> 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): <TABLE> <S> <C> 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 ======= </TABLE> 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. Page -7-
8 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. Page -8-
9 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. Page -9-
10 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. Page -10-
11 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. Page -11-
12 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. <TABLE> <CAPTION> Director Votes For Votes Withheld* -------- --------- --------------- <S> <C> <C> 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 </TABLE> *All votes withheld were common shares. APPROVAL OF AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION <TABLE> <CAPTION> Common Class B Total ------ ------- ----- <S> <C> <C> <C> 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 </TABLE> APPROVAL OF AMENDMENT TO THE OIL-DRI CORPORATION OF AMERICA 1995 LONG-TERM INCENTIVE PLAN <TABLE> <CAPTION> Common Class B Total ------ ------- ----- <S> <C> <C> <C> Votes For: 2,556,029 17,337,020 19,893,049 Votes Against: 833,778 833,778 Votes Withheld: 595,553 595,553 </TABLE> Page -12-
13 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. <TABLE> <CAPTION> Exhibit Index ----- <S> <C> <C> 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 </TABLE> (b) During the quarter for which this report is filed, no reports on Form 8-K were filed. Page -13-
14 SIGNATURES - ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OIL-DRI CORPORATION OF AMERICA (Registrant) BY /s/Michael L. Goldberg ------------------------------ Michael L. Goldberg Executive Vice President and Chief Financial Officer BY /s/Daniel S. Jaffee ------------------------------ Daniel S. Jaffee President and Chief Executive Officer Dated: March 16, 1998 Page -14-