SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 5
OIL-DRI CORPORATION OF AMERICA
(Name of Issuer)
COMMON STOCK
and CLASS B STOCK
(IMMEDIATELY CONVERTIBLE INTO COMMON)
(Title of Class of Securities)
677864 10 0
------------
(CUSIP Number)
MARYON GRAY, 410 N. MICHIGAN AVE., STE. 400, CHICAGO, IL 60611
312-706-3245
------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
OCTOBER 21, 2004
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Previous filing on Schedule 13G pursuant to Rule 13d-1(c).
Check the following box if a fee is being paid with this statement [ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
(Continued on following page(s))
------------------------------------------------------------
1 NAMES OF REPORTING PERSONS,
S.S. OR I.R.S. IDENTIFICATION NO.
Jaffee Investment Partnership, L.P. 36-4199570
------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------
4 SOURCE OF FUNDS
------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware,
United States
------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,000,000 Class B Shares
SHARES
----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------
9 SOLE DISPOSITIVE POWER
1,000,000 Class B Shares
----------------------------------------------
10 SHARED DISPOSITIVE POWER
------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,000,000 Class B Shares
------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
68.9% of the Class B Shares and 0% of the
Common Shares, together representing 53.9% of
the voting power of Issuer's outstanding stock
at October 22, 2004. If beneficially owned
Class B Shares were converted to Common Shares,
total ownership would represent 19.8% of the
Common Shares outstanding at October 22, 2004.
------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------------------------------------------------------------
------------------------------------------------------------
1 NAMES OF REPORTING PERSONS,
S.S. OR I.R.S. IDENTIFICATION NO.
Richard M. Jaffee 334-28-5424
------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------
4 SOURCE OF FUNDS
------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 231,615 Class B Shares
SHARES
--------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 93,814 Class B Shares
REPORTING
PERSON WITH
--------------------------------------------
9 SOLE DISPOSITIVE POWER
231,615 Class B Shares
--------------------------------------------
10 SHARED DISPOSITIVE POWER
100 Class B Shares
------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
325,429 Class B Shares
------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
22.4% of the Class B Shares and 0% of the Common
Shares, together representing 17.5% of the voting
power of Issuer's outstanding stock at October
22, 2004. If beneficially owned Class B Shares
were converted to Common Shares, total ownership
would represent 7.4% of the Common Shares
outstanding at October 22, 2004.
------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------------------------------------------------------------
------------------------------------------------------------
1 NAMES OF REPORTING PERSONS,
S.S. OR I.R.S. IDENTIFICATION NO.
Shirley H. Jaffee 406-42-6828
------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------
4 SOURCE OF FUNDS
------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 93,714 Class B Shares
SHARES
----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 100 Class B Shares
EACH
REPORTING
PERSON WITH
----------------------------------------------
9 SOLE DISPOSITIVE POWER
93,714 Class B Shares
----------------------------------------------
10 SHARED DISPOSITIVE POWER
100 Class B. Shares
------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
93,814 Class B Shares
------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
6.5% of the Class B Shares and 0% of the Common
Shares, together representing 5.1% of the voting
power of Issuer's outstanding stock at October
22, 2004. If beneficially owned Class B Shares
were converted to Common Shares, total ownership
would represent 2.3% of the Common Shares
outstanding at October 22, 2004.
------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------------------------------------------------------------
------------------------------------------------------------
1 NAMES OF REPORTING PERSONS,
S.S. OR I.R.S. IDENTIFICATION NO.
Susan Jaffee Hardin 332-54-3057
------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------
4 SOURCE OF FUNDS
------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 30,062 Class B Shares
SHARES
---------------------------------------------
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 12,000 Class B Shares
PERSON WITH 35,653 Common Shares
---------------------------------------------
9 SOLE DISPOSITIVE POWER
30,062 Class B Shares
---------------------------------------------
10 SHARED DISPOSITIVE POWER
100 Common Shares
------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
42,062 Class B Shares
35,653 Common Shares
------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
2.9% of the Class B Shares and 0.9% of the
Common Shares, together representing 2.4% of the
voting power of Issuer's outstanding stock at
October 22, 2004. If beneficially owned Class B
Shares were converted to Common Shares, total
ownership would represent 1.9% of the Common
Shares outstanding at October 22, 2004.
------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------------------------------------------------------------
------------------------------------------------------------
1 NAMES OF REPORTING PERSONS,
S.S. OR I.R.S. IDENTIFICATION NO.
Karen Jaffee Cofsky 332-54-2914
------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------
4 SOURCE OF FUNDS
------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 36,616 Class B Shares
SHARES 59 Common Shares
----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 65,301 Class B Shares
EACH 410 Common Shares
REPORTING
PERSON WITH
----------------------------------------------
9 SOLE DISPOSITIVE POWER
36,616 Class B Shares
59 Common Shares
----------------------------------------------
10 SHARED DISPOSITIVE POWER
301 Class B Shares
------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
101,917 Class B Shares
469 Common Shares
------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
6.7% of the Class B Shares and 0% of the Common
Shares, together representing 5.3% of the voting
power of Issuer's outstanding stock at October
22, 2004. If beneficially owned Class B Shares
were converted to Common Shares, total ownership
would represent 2.5% of the Common Shares
outstanding at October 22, 2004.
------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------------------------------------------------------------
------------------------------------------------------------
1 NAMES OF REPORTING PERSONS,
S.S. OR I.R.S. IDENTIFICATION NO.
Nancy E. Jaffee 332-54-2941
------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------
4 SOURCE OF FUNDS
------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 28,931 Class B Shares
SHARES 4 Common Shares
---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 100 Class B Shares
REPORTING
PERSON WITH
---------------------------------------------
9 SOLE DISPOSITIVE POWER
28,931 Class B Shares
4 Common Shares
---------------------------------------------
10 SHARED DISPOSITIVE POWER
100 Class B Shares
------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
29,031 Class B Shares
4 Common Shares
------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
2.0% of the Class B Shares and 0.0% of the
Common Shares, together representing 1.6% of the
voting power of Issuer's outstanding stock at
October 22, 2004. If beneficially owned Class B
Shares were converted to Common Shares, total
ownership would represent 0.7% of the Common
Shares outstanding at October 22, 2004.
------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------------------------------------------------------------
------------------------------------------------------------
1 NAMES OF REPORTING PERSONS,
S.S. OR I.R.S. IDENTIFICATION NO.
Daniel S. Jaffee 332-54-2967
------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------
4 SOURCE OF FUNDS
------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 231,085 Class B Shares
SHARES 4,900 Common Shares
---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 4,352 Class B Shares
REPORTING 666 Common Shares
PERSON WITH ---------------------------------------------
9 SOLE DISPOSITIVE POWER
231,085 Class B Shares
4,900 Common Shares
---------------------------------------------
10 SHARED DISPOSITIVE POWER
100 Class B Shares
------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
235,437 Class B Shares
5,566 Common Shares
------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
14.3% of the Class B Shares and .1% of the
Common Shares, together representing 11.5% of the
voting power of Issuer'outstanding stock at
October 22, 2004. If beneficially owned Class B
Shares were converted to Common Shares, total
ownership would represent 5.6% of the Common
Shares outstanding at October 22, 2004.
------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $.10 per share
(and the Class B Stock, par value $.10 per share immediately convertible into
Common Stock) of Oil-Dri Corporation of America, a Delaware corporation
("Oil-Dri"). Oil-Dri's principal executive offices are located at 410 North
Michigan Avenue, Suite 400, Chicago, Illinois 60611.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Jaffee Investment Partnership, L.P. State of
Organization: Delaware Principal Business: Investment
Address of Principal Business:
Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(d) No
(e) No
* * * * *
(a) Richard M. Jaffee (b) Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(c) Chairman of the Board
Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(d) No
(e) No
(f) United States
* * * * *
(a) Shirley H. Jaffee (b) Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(c) None
(d) No
(e) No
(f) United States
* * * * *
(a) Susan Jaffee Hardin
(b) Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(c) None
(d) No
(e) No
(f) United States
* * * * *
(a) Karen Jaffee Cofsky
(b) Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(c) Vice President of Human Resources
Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(d) No
(e) No
(f) United States
* * * * *
(a) Nancy E. Jaffee
(b) Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(c) None
(d) No
(e) No
(f) United States
* * * * *
(a) Daniel S. Jaffee
(b) Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(c) President and CEO
Oil-Dri Corporation of America
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611
(d) No
(e) No
(f) United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No purchase of securities of Oil-Dri Corporation of America
("Oil-Dri") was involved in the transaction which necessitated the
filing of this Amendment No. 5 to Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction initially requiring filing of
this Schedule 13D (on January 21, 1998) was to form the Jaffee
Investment Partnership, L.P., for estate planning purposes. This 13D
was last previously amended by Amendment No. 4, filed on October 15,
2004.
This Schedule 13D, since its initial filing, has also reported
on the individual ownership of the partners of the Jaffee Investment
Partnership, including Daniel S. Jaffee. The transaction which
requires the filing of this Amendment No. 5 is the termination by
Daniel S. Jaffee of a contract, dated October 15, 2004 and intended
to satisfy the requirements of Securities and Exchange Commission
Rule 10b5-1, for exercise of employee stock options and sale of the
shares of Oil-Dri stock resulting from such exercise ("Rule 10b5-1
Sales Plan" or "Plan"). No transactions were made under the Plan.
Thomas F. Cofsky has also entered into a Rule 10b5-1 Sales Plan
for exercise of employee stock options and sale of the shares of
Oil-Dri securities resulting from such exercise. Mr. Cofsky's spouse,
Karen Jaffee Cofsky, a Reporting Person hereunder, shares with him
beneficial ownership of shares covered by the Plan. Mr. Cofsky's Plan
was disclosed in and attached as an Exhibit to Amendment No. 3 of
this 13D.
Except as indicated above, no person named in Item 2 has any
present plans or proposals which relate to or would result in the
acquisition by any person of securities of Oil-Dri or the
dispositions of securities of Oil-Dri. No person named in Item 2 has
any present plans or proposals which relate to or would result in (i)
any extraordinary corporate transaction of Oil-Dri or its
subsidiaries, (ii) a sale or transfer of a material amount of assets
of Oil-Dri or its subsidiaries, (iii) any change in the board of
directors or management of Oil-Dri, (iv) any material change in
Oil-Dri's present capitalization, dividend policy, business or
corporate structure, (v) any change to Oil-Dri's charter or bylaws or
other actions that may impede the acquisition of control of Oil-Dri
by any person, (vi) causing Oil-Dri Common Stock to cease to be
listed on the New York Stock Exchange, or to become eligible for
termination of registration pursuant to Section 12(g)(4) under the
Securities Exchange Act of 1934, or (vii) any action similar to those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number and Percentage of Class Beneficially owned
The aggregate number and percentage of Class B shares
(outstanding at October 22, 2004) beneficially owned by each person
named in Item 2 and the aggregate number and percentage of Common
Shares (outstanding at October 22, 2004) beneficially owned by each
such person is shown below. In addition the percentage of Common
Shares which would be beneficially owned by each such person, if his
or her Class B shares were converted to Common Shares, is also shown.
The percentage of total voting power of all shares beneficially
owned by each person is also shown. Note that Class B shares are
entitled to 10 votes per share.
==============================================================================
Name # of % of # of % of
Class B Detail of Class Common Detail of Common
% of Shares Class B Share B Shares Common Share Shares
Voting Ownership Shares Ownership
Power % of
Common
Shares
if Class
B Shares
Owned
Converted
to Common
------------------------------------------------------------------------------
Jaffee 1,000,000 68.9% 0 0%
Investment -------
Partnership, 19.8%
LP
Voting
Power
53.9%
------------------------------------------------------------------------------
Richard M. 325,429 231,615 shares 22.4% 0 0%
Jaffee held by
Richard M. -------
Voting Jaffee as 7.4%
Power Trustee under
17.5% the Richard M.
Jaffee
Revocable
Trust of
6/21/74.
100 shares
held in joint
tenancy with
spouse.
93,714 shares
held by
spouse,
Shirley H.
Jaffee, as
trustee under
the Shirley H.
Jaffee
Declaration of
Trust of
7/12/93.
Mrs. Jaffee
has voted
these shares
consistent
with Mr.
Jaffee's
voting.
==============================================================================
==============================================================================
Shirley H. 93,814 93,714 shares 6.5% 0 0%
Jaffee held by
--------
Shirley H. 2.3%
Voting Jaffee, as
Power trustee under
5.1%. the Shirley H.
Jaffee
Declaration
of Trust of
7/12/93.
100 shares
held in joint
tenancy with
spouse.
------------------------------------------------------------------------------
Susan 42,062 27,062 shares 2.9% 35,653 100 shares .9%
Jaffee held directly. held in joint
tenancy with --------
spouse. 1.9%
Hardin 3,000 shares
Voting held as
Power trustee for 35,553 shares
2.4% minor children. held by
spouse,
12,000 shares Richard V.
are in the Hardin, as
form of trustee under
employee stock the Richard V.
options Hardin
exercisable by Declaration of
spouse, Trust dated
Richard V. 2/24/2003. (2)
Hardin, within
60 days of the
date of this
filing. (1) Mr. Hardin has
voted his
Mr. Hardin has shares
voted his consistent
shares with Ms.
consistent Hardin's
with Ms. voting.
Hardin's
voting.
------------------------------------------------------------------------------
Karen 101,917 22,366 shares 6.7% 469 59 shares held 0%
Jaffee held directly. directly.
Cofsky 2.5%
7,500 shares
Voting held as Mr. Cofsky has
Power trustee for voted his
5.3% minor children. shares
consistent
301 shares with Mrs.
held in joint Cofsky's
tenancy with voting.
spouse.
6,750 shares are
in the form of
employee stock
options
exercisable
within 60 days
of the date of
this filing.
65,000 shares are
in the form of
employee stock
options
exercisable by
spouse, Thomas F.
Cofsky, within 60
days of the date
of this filing.
Mr. Cofsky has
voted his shares
consistent with Mrs.
Cofsky's voting.
==============================================================================
Nancy E. 29,031 22,931 shares 2.0% 4 Held directly. 0%
Jaffee held directly.
Voting 6,000 shares .7%
Power held as
1.6% trustee for
minor children.
100 shares
held in joint
tenancy with
spouse.
-------------------------------------------------------------------------------
Daniel S. 235,437 26,866 shares 14.3% 5,566 4,900 shares .1%
Jaffee held directly. held directly.
Voting Power 100 shares 666 shares 5.6%
11.5% held in joint held by
tenancy with spouse, Heidi
spouse. M. Jaffee.
2 shares held
by spouse, Mrs. Jaffee
Heidi M. has voted her
Jaffee. shares
consistent
4,500 shares with Mr.
held as Jaffee's
trustee for voting.
minor children.
1,117 shares
held as
trustee of the
Shirley H.
Jaffee 1993
Annuity Trust
dated 5/17/93.
1,102 shares
held as
trustee of the
Richard M.
Jaffee
1993 Annuity
Trust dated
5/17/93.
197,500 shares
are in the form
of employee stock
options
exercisable within
60 days of the date
of this filing.
4,250 shares are
in the form of
employee stock
options exercisable
by spouse, Heidi M.
Jaffee, within 60
days of the date
of this filing.
Mrs. Jaffee has
voted her shares
consistent with Mr.
Jaffee's voting.
===============================================================================
1. For Reporting Person Susan Jaffee Hardin, Amendment No. 4 to this Schedule
13D inadvertently omitted 907 Class B Shares in the form of employee stock
options held by Richard V. Hardin, the spouse of the Reporting Person. Mr.
Hardin's right to exercise these options vested in September 2004. These
907 Class B Shares are included in all tables in this Amendment No. 5.
2. For Reporting Person Susan Jaffee Hardin, Amendment No. 4 to this Schedule
13D inadvertently listed as beneficially owned 2,500 Common Shares in the
form of employee stock options held by Richard V. Hardin, the spouse of the
Reporting Person; however, Mr. Hardin's right to exercise these options had
expired August 29, 2004.
(b) The voting power and power of disposition of each person named in
Item 2 is shown below.
================================================================================
Sole Shared Detail of
Sole Shared Dispos Dispos- Shared
Voting Voting Detail of Shared itive itive Dispositive
Power Power Voting Power Power Power Power
Name
--------------------------------------------------------------------------------
Jaffee 1,000,000 0 1,000,000 0
Investment Class B Class B
Partnership, Shares Shares
LP
--------------------------------------------------------------------------------
Richard M. 231,615 93,814 93,714 Class B 231,615 100 Held in
Jaffee Class B Class shares held by Class B Class joint
Shares B Shares spouse, Shirley H. Shares B Shares tenancy
Jaffee, as trustee with
under the Shirley spouse.
H. Jaffee
Declaration of
Trust of 7/12/93.
Mrs. Jaffee has
voted these shares
consistent with
Mr. Jaffee's voting.
100 Class B Shares
held in joint
tenancy with
spouse.
--------------------------------------------------------------------------------
Shirley H. 93,714 100 Held in joint 93,714 100 Held in
Jaffee Class B Class tenancy with Class B Class joint
Shares B Shares spouse. Shares B Shares tenancy
with
*Voting spouse.
of these
shares
has been
consistent
with Mr.
Richard
M.
Jaffee's
voting
of his
shares.
--------------------------------------------------------------------------------
Susan 30,062 12,000 Class B Shares 30,062 100 Held in
Jaffee Class B Class B owned by Spouse, Class B Common joint
Hardin Shares Shares Richard V. Hardin. Shares Shares tenancy
with
35,653 Common Shares spouse.
Common consist of 100
Shares shares held in
joint tenancy with
spouse and 35,553
shares owned by
spouse, Richard V.
Hardin, as trustee
under the Richard
V. Hardin
Declaration of
Trust dated
2/24/2003.
Mr. Hardin has
voted his shares
consistent with
Ms. Hardin's voting.
================================================================================
================================================================================
Karen 36,616 65,301 Class B Shares 36,616 301 Held in
Jaffee Class B Class consist of 301 Class B Class joint
Cofsky Shares B Shares shares held in Shares B Shares tenancy
joint tenancy with with
spouse and 65,000 spouse.
shares owned by
59 spouse, Thomas F. 59
Common 410 Cofsky. Common
Shares Common Shares
Shares Common Shares
owned by spouse,
Thomas F. Cofsky.
Mr. Cofsky has
voted his shares
consistent with
Mrs. Cofsky's voting.
--------------------------------------------------------------------------------
Nancy E. 28,931 100 Held in joint 28,931 100 Held in
Jaffee Class B Class B tenancy with Class B Class B joint
Shares Shares spouse. Shares Shares tenancy
(1) with
4 4 spouse.
Common Common
Shares Shares
--------------------------------------------------------------------------------
Daniel S. 231,085 4,352 Class B Shares 231,085 100 Held in
Jaffee Class B Class B consist of 100 Class B Class B joint
Shares Shares shares held in Shares Shares tenancy
joint tenancy with with
4,900 spouse and 4,252 4,900 spouse.
Common 666 shares owned by Common
Shares Common spouse, Heidi M. Shares
Shares Jaffee.
Common Shares are
owned by spouse,
Heidi M. Jaffee.
Mrs. Jaffee has
voted her shares
consistent with
Mr. Jaffee's voting.
================================================================================
1. For Reporting Person Nancy E. Jaffee, Amendment Nos. 2, 3 and 4 to this
Schedule 13D inadvertently understated by 900 Shares her Class B Shares held
with sole dispositive power. The correct number of such Class B Shares is
28,931 and is reported in this Amendment No. 5.
(c) Transactions in last 60 days for each person named in Item 2
are shown below.
=========================================================================
# of
Name Date Securities Nature of Transaction
Involved
-------------------------------------------------------------------------
Daniel S. Jaffee 10/26/ 868 Class B Transfer of 434 shares from
2004 Shares Richard M. Jaffee Annuity Trust
(Daniel S. Jaffee, Trustee) to
Richard M. Jaffee Revocable
Trust; Transfer of 434 shares
from Shirley H. Jaffee Annuity
Trust (Daniel S. Jaffee, Trustee)
to Shirley H. Jaffee Declaration
Trust.
-------------------------------------------------------------------------
Richard M. 10/26/ 434 Class B Receipt by Richard M. Jaffee
Jaffee 2004 Shares Revocable Trust of 434 shares
from Richard M. Jaffee Annuity
Trust (Daniel S. Jaffee, Trustee).
-------------------------------------------------------------------------
Shirley H. 10/26/ 434 Class B Receipt by Shirley H. Jaffee
Jaffee 2004 Shares Declaration Trust of 434 shares
from
Shirley H. Jaffee Annuity Trust
(Daniel S. Jaffee, Trustee).
=========================================================================
(d) No other person has the right to receive or the power to direct
receipt of dividends from, or proceeds from the sale of, such
securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The Rule 10b5-1 Sales Plan adopted by Daniel S. Jaffee on
October 15, 2004 was terminated on by letter dated October 21, 2004,
prior to any transactions being made under that Plan.
The Rule 10b5-1 Sales Plan adopted by Thomas F. Cofsky on March
23, 2004, provides that Mr. Cofsky will exercise employee stock
options to purchase up to 20,000 shares of Oil-Dri Class B Stock
between April 1, 2004 and March 31, 2005, if the price of Oil-Dri
Common Stock reaches various limits as stated in the Plan. The shares
acquired upon option exercise pursuant to the Plan will be converted
to Common Stock and sold and a portion of the sale proceeds used to
pay the option exercise price and Mr. Cofsky's tax obligation.
The Limited Partnership Agreement ("Agreement") of the Jaffee
Investment Partnership, L.P. provides that, subject to the
limitations of the Agreement, the General Partners manage the
partnership business, with all rights and powers of general partners
as provided in the Delaware Revised Uniform Partnership Act. It
further provides that certain decisions (distributions to Partners,
sale, assignment or mortgage of, grant of security interest in, or
pledge of, a Partnership Interest, borrowing, or lending, or
purchasing of any security) cannot be made and, unless otherwise
specifically provided in the Agreement, other decisions and acts
cannot be taken, unless approved by a majority of the Units held by
General Partners; no General Partner holds more than three of the
outstanding ten Units. It grants the power and authority over
day-to-day decisions to Richard M. Jaffee as Managing General
Partner. (Day-to-day decisions include the investment and
reinvestment of Partnership assets in any property, including stock
of any corporation, and execution of any documents deemed by the
Managing General Partner to be necessary for the Partnership to
conduct its business.) (See Exhibit 2 to the initial filing of this
Schedule 13D, incorporated herein by reference.) Based upon
consultation with counsel, the Partnership and its General Partners
concluded that the initial filing of the Schedule 13D incorrectly
characterized the Partnership and its General Partners as a group,
and Amendment No. 1 corrected that characterization. See SOUTHLAND
CORPORATION, SEC No Action Letter (1987).
The Agreement is not clear as to whether Richard M. Jaffee, as
the Managing General Partner, has the power to unilaterally dispose
of or vote Oil-Dri stock held by the Partnership, and as to whether,
if he has such power, it can be overridden by action of the General
Partners by a majority of the Units. Accordingly, based on
consultation with counsel, Mr. Jaffee acknowledges the possibility,
for purposes of Regulation 13D, that he could be deemed to
beneficially own, but disclaims ownership of, the Partnership's
1,000,000 shares of Class B Common Stock (and the 1,000,000 shares of
Common Stock into which such Class B Common Stock is convertible),
which would be in addition to the Class B Common Stock and Common
Stock otherwise shown herein as owned by him.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Exhibit Pursuant To Article 13D-1 (k)(1)(iii) Exhibit 2
Letter dated October 21, 2004 terminating
Rule 10b5-1 Sales Plan adopted by
Daniel S. Jaffee on October 15, 2004
Exhibit 3 Rule 10b5-1 Sales Plan adopted by
Daniel S. Jaffee on October 15, 2004 (1)
Exhibit 4 Rule 10b5-1 Sales Plan adopted by
Daniel S. Jaffee on March, 23, 2004,
as modified April 20, 2004 (2)
Exhibit 5 Rule 10b5-1 Sales Plan adopted by
Thomas F. Cofsky on March 23, 2004 (3)
Exhibit 6 Jaffee Investment Partnership, L.P.
Partnership Agreement (4)
Exhibit 7 First Amendment to the Jaffee Investment
Partnership, L.P. Partnership Agreement (5)
Exhibit 8 Power of Attorney (6)
1 Incorporated by reference to Amendment No. 4 to Schedule 13D,
dated and filed October 20, 2004 by the Reporting Persons.
There were no transactions under this Plan.
2 Incorporated by reference to Amendment No. 3 to Schedule 13D,
dated and filed June 14, 2004 by the Reporting Persons. The
referenced Plan expired on June 30, 2004 and Daniel S. Jaffee
entered into a materially similar Plan on July 1, 2004 which
expired October 22, 2004. There were no transactions under
either of these Plans.
3 Incorporated by reference to Amendment No. 3 to Schedule 13D,
dated and filed June 14, 2004 by the Reporting Persons.
4 Incorporated by reference to Schedule 13D, dated January 19,
1998, filed January 21, 1998 by the Reporting Persons.
5 Incorporated by reference to Amendment No. 2 to Schedule 13D,
dated and filed February 19, 1999 by the Reporting Persons.
6 Incorporated by reference to Amendment No. 1 to Schedule 13D,
dated November 9, 1998, filed November 10, 1998 by the Reporting
Persons.
This Amendment No. 5 to Schedule 13D is filed on behalf of all
of the persons identified on the Cover Page as Reporting Persons and
includes, as Exhibit 1 attached, the agreement of all of those
persons that such statement is filed on behalf of each of them. This
Amendment also amends the Schedule 13D filed solely by Mr. Richard M.
Jaffee, which was last previously amended on February 19, 1999 by
Amendment No. 4 to this Schedule 13D, filed October 20, 2004.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of each of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: November 5, 2004
JAFFEE INVESTMENT PARTNERSHIP, L.P.
By
/s/ RICHARD M. JAFFEE *
---------------------------------------
Richard M. Jaffee
Managing General Partner
/s/ RICHARD M. JAFFEE *
---------------------------------------
Richard M. Jaffee
/s/ SHIRLEY H. JAFFEE *
---------------------------------------
Shirley H. Jaffee
/s/ SUSAN JAFFEE HARDIN *
---------------------------------------
Susan Jaffee Hardin
/s/ KAREN JAFFEE COFSKY *
---------------------------------------
Karen Jaffee Cofsky
/s/ NANCY E. JAFFEE *
---------------------------------------
Nancy E. Jaffee
/s/ DANIEL S. JAFFEE *
---------------------------------------
Daniel S. Jaffee
* By
/s/ MARYON GRAY
---------------------------------------
Maryon Gray, by Power of Attorney
EXHIBIT 1 PURSUANT TO RULE 13d-1 (k) (iii) TO SCHEDULE 13D
OIL-DRI CORPORATION OF AMERICA
FOR JAFFEE INVESTMENT PARTNERSHIP, L.P. ET AL
The statement on Schedule 13D for Jaffee Investment Partnership, L.P. and
each of the undersigned is filed on behalf of Jaffee Investment Partnership,
L.P. and each of the undersigned.
Date: November 5, 2004
JAFFEE INVESTMENT PARTNERSHIP, L.P.
By
/s/ RICHARD M. JAFFEE *
---------------------------------------
Richard M. Jaffee
Managing General Partner
/s/ RICHARD M. JAFFEE *
---------------------------------------
Richard M. Jaffee
/s/ SHIRLEY H. JAFFEE *
---------------------------------------
Shirley H. Jaffee
/s/ SUSAN JAFFEE HARDIN *
---------------------------------------
Susan Jaffee Hardin
/s/ KAREN JAFFEE COFSKY *
---------------------------------------
Karen Jaffee Cofsky
/s/ NANCY E. JAFFEE *
---------------------------------------
Nancy E. Jaffee
/s/ DANIEL S. JAFFEE *
---------------------------------------
Daniel S. Jaffee
* By
/s/ MARYON GRAY
---------------------------------------
Maryon Gray, by Power of Attorney
EXHIBIT 2
October 21, 2004
VIA FACSIMILE & REGULAR MAIL
Suzanne Levirne
Executive Financial Services Department
Smith Barney
388 Greenwich Street, 18th Floor
New York, NY 10013
Fax: 212-816-1164
RE: 10b5-1 Termination of Sales Plan Dated October 15, 2004
SB Account # 383-1D640-15-246
Issuer: Oil-Dri Corporation of America (ODC)
Dear Ms. Levirne:
I wish to terminate my Rule 10b5-1 Sales Plan dated October 15, 2004 with Smith
Barney ("SB"). I understand that this termination will be effective no later
than October 25, 2004.
This will confirm that, as of the date of this letter of termination, I am not
aware of any material non-public information with respect to ODC (Issuer) or its
common stock. Please have an authorized representative of SB countersign this
letter of termination.
Sincerely,
/S/ DANIEL S. JAFFEE
-------------------------
Seller - Daniel S. Jaffee
Acknowledged by:
/S/ MARYON GRAY
-------------------------
Authorized Issuer's Representative
Maryon Gray
Accepted and Agreed to:
Smith Barney
/S/ SUZANNE LEVIRNE
-------------------------
Suzanne Levirne
Smith Barney, a division and servicemark of Citigroup Global Markets, Inc.