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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 16, 2005
OIL-DRI CORPORATION OF AMERICA
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(Exact name of registrant as specified in its charter)
Delaware 0-8675 36-2048898
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611-4213
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 321-1515
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMNET.
On December 16, 2005, Oil-Dri Corporation of America ("Oil-Dri" or the
"Company") sold at face value $15,000,000 in senior promissory notes ("Notes")
to The Prudential Insurance Company of America and to Prudential Retirement
Insurance and Annuity Company pursuant to a Note Agreement dated December 16,
2005 (the "Note Agreement"). The Notes bear interest at 5.89% per annum and
mature on October 15, 2015. The proceeds of the sale may be used to fund future
principal payments of the Company's debt, acquisitions, stock repurchases,
capital expenditures and for working capital purposes. The Company's payment
obligations under the Notes are guaranteed fully and unconditionally by Oil-Dri
Corporation of Georgia, Oil-Dri Production Company, Oil-Dri Corporation of
Nevada, Mounds Production Company, LLC, Mounds Management, Inc, Blue Mountain
Production Company, and Taft Production Company, each of which is a subsidiary
of the Company.
The Note Agreement contains certain covenants that restrict the Company's
ability and the ability of certain of the Company's subsidiaries to, among other
things, (i) incur liens, (ii) incur indebtedness, (iii) merge or consolidate,
(iv) sell assets, (v) sell stock of those certain subsidiaries, (vi) engage in
business that would change the general nature of the business engaged in by the
Company, and (vii) enter into transactions other than on "arm's length" terms
with affiliates. In addition, the Note Agreement requires the Company to
maintain a minimum fixed coverage ratio and minimum consolidated net worth.
These limitations are subject to a number of important qualifications and
exceptions.
Upon the occurrence of certain Events of Default (as defined in the Note
Agreement) relating to the Company's default in the payment of any principal or
yield maintenance amount when due or payable or the Company's default in the
payment of any interest on any Note for more than five business days after the
interest becomes due or payable, any holder of any Notes issued pursuant to the
Note Agreement may declare at its option, by notice in writing to the Company,
all principal and interest outstanding under the Notes held by such holder
immediately due and payable. Upon the occurrence of certain Events of Default
relating to orders for relief under bankruptcy or similar law, or the
appointment of a custodian regarding a substantial part of assets, in respect of
the Company or a significant subsidiary group, all principal and interest
outstanding under the Notes together with the yield maintenance amount, will
become immediately due and payable. Upon the occurrence of other Events of
Default, any holder of more than 50% of the aggregate principal amount of the
Notes issued pursuant to the Note Agreement ("Required Holder") may declare at
its option, by notice in writing to the Company, all principal and interest
outstanding under all of the Notes together with the yield maintenance amount
immediately due and payable. At anytime after any of the Notes have been
declared due pursuant to an event of default, a Required Holder may, by notice
in writing to the Company, rescind such declarations and its consequences if (i)
the Company has paid all overdue interest on the Notes, the principal and
yield-maintenance amount payable with respect to any Notes which have become due
otherwise than by reason of such declaration, and interest on such overdue
principal and yield-maintenance amount at the default rate, (ii) the Company has
not paid any amounts which have become due solely by reason of such declaration,
(iii) all Events of Default and Defaults, other than non-payment of amounts
which have become due solely by reason of such declaration, have been cured or
waived, and (iv) no judgment or decree has been entered for the payment of any
amounts pursuant to the Notes of the Note Agreement.
The summary description of the Notes, the guarantees thereof and the Note
Agreement set forth above, is qualified in its entirety by reference to the full
and complete terms thereof contained in the Notes, the guarantees thereof and
the Note Agreement filed as Exhibit 10.1 hereto.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
See the discussion under Item 1.01 above, which discussion is incorporated by
reference herein.
ITEM 9.01 FINANCIAL STATEMNETS AND EXHIBITS.
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(c) Exhibits
Exhibit
Number Description of Exhibits
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10.1 Note Agreement dated December 16, 2005, among Oil-Dri
Corporation of America, Prudential Insurance Company of
America and Prudential Retirement Insurance and Annuity
Company including the form of note and form of subsidiary
guarantee attached thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OIL-DRI CORPORATION OF AMERICA
By: /s/ Charles P. Brissman
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Charles P. Brissman
Vice President and General Counsel
Date: December 22, 2005
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Exhibit Index
Exhibit
Number Description of Exhibits
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10.1 Note Agreement dated December 16, 2005, among Oil-Dri
Corporation of America, Prudential Insurance Company of
America and Prudential Retirement Insurance and Annuity
Company including the form of note and form of subsidiary
guarantee attached thereto.
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