SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 3
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)
JULY 20, 2002
(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 ----------------------------------------------
OWNED BY 8 SHARED VOTING POWER
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 April 30, 2004. If
beneficially owned Class B Shares were converted to
Common Shares, total ownership would represent 19.8% of
the Common Shares outstanding at April 30, 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 230,785 Class B Shares
SHARES --------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 92,984 Class B Shares
REPORTING
PERSON WITH --------------------------------------------
9 SOLE DISPOSITIVE POWER
230,785 Class B Shares
--------------------------------------------
10 SHARED DISPOSITIVE POWER
100 Class B Shares
------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
323,769 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).
22.3% of the Class B Shares and 0% of the Common Shares,
together representing 17.4% of the voting power of
Issuer's outstanding stock at April 30, 2004. If
beneficially owned Class B Shares were converted to
Common Shares, total ownership would represent 7.4% of
the Common Shares outstanding at April 30, 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 92,884 Class B Shares
SHARES
BENEFICIALLY ----------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 100 Class B Shares
REPORTING
PERSON WITH ----------------------------------------------
9 SOLE DISPOSITIVE POWER
92,884 Class B Shares
----------------------------------------------
10 SHARED DISPOSITIVE POWER
100 Class B. Shares
------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
92,984 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).
6.4% of the Class B Shares and 0% of the Common Shares,
together representing 5.0% of the voting power of
Issuer's outstanding stock at April 30, 2004. If
beneficially owned Class B Shares were converted to
Common Shares, total ownership would represent 2.2% of
the Common Shares outstanding at April 30, 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 11,093 Class B Shares
REPORTING 38,153 Common Shares
PERSON WITH ---------------------------------------------
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
41,155 Class B Shares
38,153 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).
2.8% 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 April 30, 2004. If
beneficially owned Class B Shares were converted to
Common Shares, total ownership would represent 1.9% of
the Common Shares outstanding at April 30, 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 5,059 Common Shares
BENEFICIALLY ----------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 62,801 Class B Shares
REPORTING 7,910 Common Shares
PERSON WITH ----------------------------------------------
9 SOLE DISPOSITIVE POWER
36,616 Class B Shares
5,059 Common Shares
----------------------------------------------
10 SHARED DISPOSITIVE POWER
301 Class B Shares
------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
99,417 Class B Shares
12,969 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).
6.5% of the Class B Shares and .3% of the Common
Shares, together representing 5.2% of the voting power
of Issuer's outstanding stock at April 30, 2004. If
beneficially owned Class B Shares were converted to
Common Shares, total ownership would represent 2.7% of
the Common Shares outstanding at April 30, 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 ---------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 100 Class B Shares
REPORTING
PERSON WITH ---------------------------------------------
9 SOLE DISPOSITIVE POWER
28,031 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 April 30, 2004. If
beneficially owned Class B Shares were converted to
Common Shares, total ownership would represent 0.7% of
the Common Shares outstanding at April 30, 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 232,745 Class B Shares
SHARES 42,400 Common Shares
BENEFICIALLY ---------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 4,352 Class B Shares
PERSON WITH 5,666 Common Shares
---------------------------------------------
9 SOLE DISPOSITIVE POWER
232,745 Class B Shares
42,400 Common Shares
---------------------------------------------
10 SHARED DISPOSITIVE POWER
100 Class B Shares
------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
237,097 Class B Shares
48,066 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).
14.4% of the Class B Shares and 1.2% of the Common
Shares, together representing 11.7% of the voting power
of Issuer's outstanding stock at April 30, 2004. If
beneficially owned Class B Shares were converted to
Common Shares, total ownership would represent 6.6% of
the Common Shares outstanding at April 30, 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. 3 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
Schedule 13D was last previously amended by Amendment No. 2, filed on
February 19, 1999, at which time the Jaffee Partnership held majority
voting control of Oil-Dri; that percentage voting control has changed
only minimally, from 53.7% to 53.9%, since Amendment No. 2, entirely
because of Oil-Dri's repurchases of Common Stock on the open market
reducing the number of shares of Common Stock outstanding.
However, this Schedule 13D, since its initial filing, has also
reported on the individual ownership of certain members of the Jaffee
Family, including Daniel S. Jaffee, Oil-Dri's President and Chief
Executive Officer, and Richard M. Jaffee, the Chairman of Oil-Dri's
Board of Directors, and the filing of this Amendment No. 3 is
required, as described below, by the combined effects on their
respective percentages of beneficial ownership for purposes of
Regulation 13D of (i) vesting of employee stock options, (ii) gifts
by the Richard M. Jaffee 1993 Annuity Trust, Daniel S. Jaffee trustee
to the Richard M. Jaffee Revocable Trust of 6/21/74, Richard M.
Jaffee trustee and by the Shirley H. Jaffee 1993 Annuity Trust,
Daniel S. Jaffee trustee to the Shirley H. Jaffee Declaration of
Trust of 7/12/93, Shirley H. Jaffee trustee and (iii) Oil-Dri's stock
repurchases. Although these effects were inadvertently overlooked,
delaying the filing of this Amendment No. 3, it is noted that
information concerning their beneficial ownership has been correctly
disclosed in Oil-Dri's proxy statements dated November 1, 2002 and
October 31, 2003, as of the respective dates indicated in those proxy
statements, and their individual beneficial ownership is of limited
significance in light of the Jaffee Partnership's voting control
since the filing of Amendment No. 2.
The scheduled vesting on September 18, 2002 of Mr. Daniel S.
Jaffee's right to exercise employee stock options to purchase 46,845
shares of Class B Stock resulted, sixty days prior to such vesting,
in his being deemed to have become the beneficial owner of the
Oil-Dri Common Stock into which such Class B Stock is convertible,
which (together with reduction in the number of outstanding shares of
Oil-Dri Common Stock resulting from Oil-Dri's stock repurchases)
caused him to become a five percent beneficial owner of Oil-Dri's
outstanding Common Stock (based on assumed exercise of all of his
vested employee stock options and conversion of all of his Class B
Stock to Common Stock). Subsequent further vesting and stock
repurchases by Oil-Dri have brought his beneficial ownership of
Oil-Dri's outstanding Common Stock to 6.6%. The purpose of the
vesting of the employee stock options was to strengthen the
commitment of key employees, such as Daniel S. Jaffee, to the success
of Oil-Dri.
Between January 31, 1999 (the date as of which beneficial
ownership of Oil-Dri's Common Stock is shown in Amendment No. 2 to
this Schedule 13D) and April 30, 2003 the number of outstanding
shares of Oil-Dri's Common Stock decreased by 341,903 as a result of
Oil-Dri's stock repurchases and the number of shares of Class B Stock
beneficially owned by Mr. Richard M. Jaffee increased by 8,159 as a
result of gifts by the Richard M. Jaffee 1993 Annuity Trust, Daniel
S. Jaffee trustee to the Richard M. Jaffee Revocable Trust of
6/21/74, Richard M. Jaffee trustee and gifts by the Shirley H. Jaffee
1993 Annuity Trust, Daniel S. Jaffee trustee to the Shirley H. Jaffee
Declaration of Trust of 7/12/93, Shirley H. Jaffee trustee. These
changes combined to result in Mr. Richard M. Jaffee's beneficial
ownership of outstanding Common Stock (based on assumed exercise of
all of his vested employee stock options and conversion of all of his
Class B Stock to Common Stock) reaching 7.2% as of April 30, 2003, an
increase of 1% (from 6.2% to 7.2%) over the beneficial ownership
reported in Amendment No. 2. Subsequent further stock repurchases and
gifts have brought his beneficial ownership of Oil-Dri's outstanding
Common Stock to 7.4%. The purpose of the gifts from one trust to
another is financial planning.
Daniel S. Jaffee has entered into a contract, which satisfies
the requirements of Securities and Exchange Commission Rule 10b5-1,
for exercise of employee stock options and sale of the shares of
Oil-Dri securities resulting from such exercise ("Rule 10b5-1 Sales
Plan" or "Plan"). The possible sale period under Mr. Jaffee's Plan
ends June 30, 2004. Daniel S. Jaffee plans to enter into a similar
Plan subsequent to June 30, 2004. Thomas F. Cofsky has also entered
into a contract, which satisfies the requirements of Securities and
Exchange Commission Rule 10b5-1, for exercise of employee stock
options and sale of the shares of Oil-Dri securities resulting from
such exercise ("Rule 10b5-1 Sales Plan" or "Plan"). Mr. Cofsky's
spouse, Karen Jaffee Cofsky, a Reporting Person hereunder, shares
with him beneficial ownership of shares covered by the Plan. The
possible sale period under Mr. Cofsky's Plan ends March 31, 2005. No
other 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 April 30, 2004) beneficially owned by each person
named in Item 2 and the aggregate number and percentage of Common
Shares (outstanding at April 30, 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 B Shares Common Share Shares
Voting Share Shares Ownership
Power Ownership % 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. 323,769 230,785 22.3% 0 0%
Jaffee shares held
by Richard M.
Voting Jaffee as 7.4%
Power Trustee under
17.4% the Richard M.
Jaffee
Revocable
Trust of
6/21/74.
100 shares
held in joint
tenancy with
spouse.
92,884 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. 92,984 92,884 6.4% 0 0%
Jaffee shares held by
Shirley H. 2.2%
Voting Jaffee, as
Power trustee under
5.0%. the Shirley H.
Jaffee Declaration
of Trust of 7/12/93.
100 shares
held in joint
tenancy with
spouse.
------------------------------------------------------------------------------
Susan 41,155 27,062 2.8% 38,153 100 .9%
Jaffee shares held shares held
Hardin directly. in joint
tenancy with 1.9%
3,000 spouse.
Voting shares held as
Power trustee for 35,553
2.4% minor children. shares held
by spouse,
Richard M.
11,093 Hardin.
shares are in
the form of 2,500 shares
employee stock are in the
options form of
exercisable by employee stock
spouse, options
Richard M. exercisable
Hardin, within by spouse,
60 days of the Richard M.
date of this Hardin, within
filing. 60 days of the
date of this
Mr. Hardin has filing.
voted his
shares Mr. Hardin has
consistent voted his
with Ms. shares
Hardin's consistent
voting. with Ms.
Hardin's
voting.
------------------------------------------------------------------------------
Karen 99,417 22,366 6.5% 12,969 59 shares .3%
Jaffee shares held held directly.
Cofsky directly. 2.7%
7,500 shares 5,000 shares
Voting held as are in the
Power trustee for form of
5.2% minor children. employee stock
options
301 shares exercisable
held in joint within 60 days
tenancy with of the date of
spouse. this filing.
6,750 shares 410 shares
are in the held by
form of spouse, Thomas
employee stock F. Cofsky.
options
exercisable 7,500 shares
within 60 days are in the
of the date of form of
this filing. employee stock
options
62,500 shares exercisable by
are in the spouse, Thomas
form of F. Cofsky,
employee stock within 60 days
options of the date of
exercisable by this filing.
spouse, Thomas
F. Cofsky, Mr. Cofsky has
within 60 days voted his
of the date of shares
this filing. consistent
with Mrs.
Mr. Cofsky has Cofsky's voting.
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. 237,097 26,866 shares 14.4% 48,066 4,900 shares 1.2%
Jaffee held directly. held directly.
Voting Power 100 shares 666 shares 6.6%
11.7% held in joint held by
tenancy with spouse, Heidi
spouse. M. Jaffee.
2 shares held 37,500 shares
by spouse, are in the
Heidi M. form of employee
Jaffee. stock options
4,500 shares exercisable
held as within 60 days
trustee for of the date of
minor children. this filing.
1,947 shares 5,000 shares
held as are in the
trustee of the form of
Shirley H. employee stock
Jaffee 1993 options
Annuity Trust exercisable by
dated 5/17/93. spouse, Heidi
M. Jaffee,
1,932 shares within 60 days
held as of the date of
trustee of the this filing.
Richard M.
Jaffee Mrs. Jaffee
1993 Annuity has voted her
Trust dated shares
5/17/93. consistent
with Mr.
197,500 shares Jaffee's
are in the voting.
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.
===============================================================================
(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
Name Power Power Voting Power Power Power Power
--------------------------------------------------------------------------------
Jaffee 1,000,000 0 1,000,000 0
Investment Class B Class B
Partnership, Shares Shares
LP
--------------------------------------------------------------------------------
Richard M. 230,785 92,984 92,884 Class B 230,785 100 Held in
Jaffee Class B Class B shares held by Class B Class B joint
Shares Shares spouse, Shirley H. Shares 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. 92,884 100 Held in joint 92,884 100 Held in
Jaffee Class B Class B tenancy with Class B Class B joint
Shares* Shares spouse. Shares Shares tenancy
*Voting with
of these spouse.
shares
has been
consistent
with Mr.
Richard
M. Jaffee's
voting
of his
shares.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Susan 30,062 11,093 Class B Shares 30,062 100 Held in
Jaffee Class B Class B owned by Spouse, Class B Common joint
Hardin Shares Shares Richard M. Hardin. Shares Shares tenancy
with
38,153 Common Shares spouse.
Common consist of 100
Shares shares held in
joint tenancy with
spouse and 38,053
shares owned by
spouse, Richard M.
Hardin.
Mr. Hardin has
voted his shares
consistent with
Ms. Hardin's voting.
================================================================================
================================================================================
Karen 36,616 62,801 Class B Shares 36,616 301 Held in
Jaffee Class B Class B consist of 301 Class B Class B joint
Cofsky Shares Shares shares held in Shares Shares tenancy
joint tenancy with Shares
spouse and 62,500 with
shares owned by spouse.
5,059 spouse, Thomas F. 5,059
Common 7,910 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 28,031 100 Held in
Jaffee Class B Class B tenancy with Class B Class B joint
Shares Shares spouse. Shares Shares tenancy
with
4 Common 4 Common spouse.
Shares Shares
--------------------------------------------------------------------------------
Daniel S. 232,745 4,352 Class B Shares 232,745 100 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
42,400 with spouse and 42,400 spouse.
Common 5,666 4,252 shares Common
Shares Common owned by spouse, Shares
Shares Heidi M. Jaffee.
Common Shares are
owned by spouse,
Heidi M. Jaffee.
Mrs. Jaffee has
voted her shares
consistent with
Mr. Jaffee's voting.
================================================================================
(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. 4/28/ 768 Class B Transfer of 384 shares from
Jaffee 2004 Shares Richard M. Jaffee Annuity Trust
(Daniel S. Jaffee, Trustee) to
Richard M. Jaffee Revocable
Trust; Transfer of 384 shares
from Shirley H. Jaffee Annuity
Trust (Daniel S. Jaffee, Trustee)
to Shirley H. Jaffee Declaration
Trust.
-------------------------------------------------------------------------
Richard M. 4/28/ 384 Class B Receipt by Richard M. Jaffee
Jaffee 2004 Shares Revocable Trust of 384 shares
from Richard M. Jaffee Annuity
Trust (Daniel S. Jaffee, Trustee).
-------------------------------------------------------------------------
Shirley H. 4/28/ 384 Class B Receipt by Shirley H. Jaffee
Jaffee 2004 Shares Declaration Trust of 384 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 March
23, 2004, as modified April 20, 2004, provides that Mr. Jaffee will
exercise employee stock options to purchase up to 35,000 shares of
Oil-Dri Class B Stock between April 20, 2004 and June 30, 2004, 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. Jaffee's
tax obligation. Mr. Jaffee has 37,500 employee stock options which
will expire if not exercised by August 29,2004. Up to 35,000 of these
options are included in those to be exercised (with the shares so
acquired sold) under the 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. Mr.
Cofsky has 7,500 employee stock options which will expire if not
exercised by August 29, 2004. These options are included in those to
be exercised (with the shares so acquired sold) under the Plan.
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 decision 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 Rule 10b5-1 Sales Plan adopted by
Daniel S. Jaffee on March, 23, 2004,
as modified April 20, 2004
Exhibit 3 Rule 10b5-1 Sales Plan adopted by
Thomas F. Cofsky on March 23, 2004
Exhibit 4 Jaffee Investment Partnership, L.P.
Partnership Agreement *
Exhibit 5 First Amendment to the Jaffee Investment
Partnership, L.P. Partnership Agreement **
Exhibit 6 Power of Attorney ***
* Incorporated by reference to Schedule 13D, dated January 19,
1998, filed January 21, 1998 by the Reporting Persons.
** Incorporated by reference to Amendment No. 2 to Schedule 13D,
dated and filed February 19, 1999 by the Reporting Persons.
*** 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. 3 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. 2 to this Schedule 13D, filed February 19, 1999.
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: JUNE 14, 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.
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
DANIEL S. JAFFEE
RULE 10B5-1 SALES PLAN
This Rule 10b5-1 Sales Plan ("Plan") is adopted by Daniel S. Jaffee (the
"Seller") on March 23, 2004 (the "Adoption Date"), to establish a systematic
program by which Citigroup Global Markets Inc. ("Smith Barney" or "SB") will use
its reasonable best efforts to sell on the Seller's behalf the shares of common
stock ("Stock") of Oil-Dri Corporation of America ("Issuer").
A.) SALES PROGRAM
1.) The Seller's sales program consists of the following (check the applicable
box or boxes):
X CASHLESS EXERCISE, i.e., exercise vested options ("Options")
granted to the Seller by the Issuer, sell the Stock issued upon
such exercise, and use a portion of the sale proceeds to pay the
Option exercise price and tax obligation, as specified in
greater detail in Schedule A-1.
-- CASH EXERCISE, i.e., exercise vested Options and sell the Stock
upon exercise, using cash from a source other than the sale
proceeds to pay the Option exercise price, as specified in
greater detail in Schedule A-2.
-- ALREADY-OWNED STOCK, i.e., sell the number of shares of Stock
already owned by the Seller (including vested shares granted to
the Seller pursuant to the Issuer's restricted share plan), as
specified in greater detail in Schedule A-3.
2.) The Seller hereby appoints SB as the Seller's agent and attorney-in-fact to
effect sales under this Plan. If the Seller's sales program consists of
exercising vested Options, SB is granted authority to exercise Options on the
Seller's behalf, and Schedule A-1 or A-2 (as applicable) will constitute the
Seller's Option exercise form.
3.) The Seller agrees to pay SB the commission per share of Stock indicated on
Schedules A-1, A-2 and A-3, as applicable. SB will deduct its commission and
applicable transaction fees from the proceeds of any sale of Stock under this
Plan.
4.) The exercise and sale prices, and number of Options to be exercised and
shares of Stock to be sold, will be adjusted following such time as the Seller
or the Issuer notifies SB of a Stock split or other recapitalization affecting
the Stock ("Recapitalization").
5.) The Seller acknowledges that it may not be possible to exercise options or
sell Stock during the term of this Plan ("Term") due to: (i) a legal or
contractual restriction applicable to the Seller (the existence of which the
Seller shall promptly notify SB) or SB (the existence of which SB shall promptly
notify the Seller), (ii) a market disruption (including without limitation a
halt or suspension of trading in the Stock imposed by a court, governmental
agency or self-regulatory organization), or (iii) rules
governing order execution priority on the NASDAQ Stock Market or the New York
Stock Exchange (whichever is applicable). If any of these items ceases to be
applicable during the Term, SB will resume its sales activity to the extent it
is reasonably able to do so and still be able to provide best execution.
6.) (Check the applicable box or boxes)
X The Seller is a member of the Issuer's board of directors, or is
an "executive officer" for purposes of Section 402 of the
Sarbanes-Oxley Act of 2002 ("SOA").
X The Seller is subject to the requirements of Section 16 of the
Securities Exchange Act of 1934 ("Exchange Act").
-- The Seller is not subject to Section 402 of the SOA or to
Section 16 of the Exchange Act.
The Seller acknowledges that: (i) the Issuer may prohibit the Seller
from engaging in certain types of transactions under this Plan if the Seller is
subject to the SOA, and (ii) the Seller is solely responsible for complying with
Section 16 of the Exchange Act in connection with this Plan, and will be solely
responsible if any sales made under this Plan result in the Seller being liable
for "short-swing profits" under Section 16(b).
7.) No later than three business days after a sale of Stock is made under this
Plan, the Seller agrees to deposit (or make arrangements with the Issuer or its
transfer agent to deposit) into an account at SB in his or her name the number
of shares of Stock to be sold on any particular day on the Seller's behalf
(including shares that have been issued as a result of a Recapitalization). If
the Seller is selling vested shares of Stock under the Issuer's restricted stock
plan in order to pay applicable withholding taxes, the Seller has arranged for a
representative of the Issuer to notify a representative designated by SB of the
number of shares of Stock necessary to be sold to satisfy the Seller's tax
obligation. The proceeds of such sale shall be remitted by SB to the Issuer (net
of SB's commissions and applicable transaction fees). If the Seller is selling
Stock issued upon cashless exercise of Options, the Seller has arranged for a
representative of the Issuer to notify a representative designated by SB of the
percentage of the income from such sale necessary to satisfy the Seller's tax
obligation. The amount necessary to satisfy the Seller's tax obligation will be
remitted by SB to the Issuer. SB will not be responsible for the calculation of
such taxes or payment of such taxes to the applicable governmental tax
authority.
8.) For purposes of this Plan, a "business day" means any day on which SB
is open for business.
B.) ISSUER REPRESENTATIONS
The Seller acknowledges that as a condition precedent to SB's acceptance
of this Plan, the Issuer must execute the Issuer Representations Certificate in
the form attached to this Plan.
C.) SALE PERIOD, MODIFICATION AND TERMINATION
1.) No Sale Period (as defined in Schedules A-1, A-2 and A-3) may commence until
two (2) business days after the Adoption Date. No Sale Period may be extended
pursuant to the terms of Schedules A-1, A-2 and/or A-3 without: (i) the Issuer's
written approval of such extension, and (ii) the Issuer's written representation
that such extension does not violate the Issuer's trading policy.
2.) This Plan may not be modified unless: (i) the Seller provides SB with
three (3) days prior written notice, (ii) the Seller and SB agree to such
modification in writing, and (iii) the Issuer approves such modification in
writing. Any such modification will contain the Seller's representation that as
of the effective date of the modification, he or she is not aware of any
material non-public information regarding the Issuer or any of its securities
(including the Stock).
3.) This Plan will terminate on whichever of the following events occurs
first: (a) if the Seller is a natural person, the date upon which SB receives
notice of the Seller's death, (b) the date specified in Schedules A-1, A-2
and/or A-3 on which all sales under this Plan will cease, (c) any sale effected
pursuant to this Plan that violates (or in the opinion of counsel to the Issuer
or SB is likely to violate) any applicable Federal or State law or regulation
or, if applicable, fails to comply (or in the opinion of counsel to the Issuer
or SB is likely not to comply) with Rules 144, 145 or 701 under the Securities
Act of 1933 (the "1933 Act"), (d) the Seller fails to comply in any material
respect with its obligations under this Plan, (e) the Issuer and/or the Seller
enter into a contract that prevents or materially restricts sales of Stock by
the Seller under this Plan, (f) no later than two (2) business days after the
date on which SB receives written notice that the Seller has terminated this
Plan (which may be for any reason), (g) no later than two (2) business days
after SB notifies the Seller in writing that SB has terminated this Plan (which
may be for any reason), (h) no later than two (2) business days after the date
on which SB receives notice that the Seller has filed a petition for bankruptcy
or the adjustment of the Seller's debts, or a petition for bankruptcy has been
filed against the Seller and has not been dismissed within thirty (30) calendar
days of its filing, (i) no later than two (2) business days after the date on
which SB receives written notice that the Issuer has withdrawn its Issuer
Representations Certificate, and (j) as to sales resulting from an Option
exercise, the date on which SB receives written notice from the Issuer that the
Options specified in Schedules A-1 or A-2 have expired or been terminated or
forfeited.
D.) REPRESENTATIONS AND WARRANTIES
1.) The Seller makes the following representations. The representation in
Subsection (a) is made on the Adoption Date. The remaining representations are
made on the Adoption Date and are deemed to be restated during the Term.
(a) He/she is not aware on the Adoption Date of any material nonpublic
information with respect to the Issuer or any of its securities (including the
Stock); (b) he/she is not subject to any legal, regulatory, or contractual
restriction or undertaking that would prevent SB from conducting sales
throughout the Term in accordance with Schedule A-1, A-2 and/or A-3; (c) he/she
is entering into this Plan in good faith and not as part of a plan or scheme to
evade the prohibitions of Rule 10b5-1; (d) the Stock and Options subject to this
Plan are not subject to any liens, security interests or other impediments to
transfer (except for limitations imposed by Rules 144, 145 or 701, if the Seller
is subject to these rules), nor is there any litigation, arbitration or other
proceeding pending, or to the Seller's knowledge threatened, that would prevent
or interfere with the exercise of Options or sale of Stock under this Plan; (e)
he/she has not entered into or altered a corresponding or hedging transaction or
put option equivalent with respect to the Stock to be sold pursuant to the Plan,
and agrees not to enter into any such transaction while this Plan is in effect;
and (f) he/she does not have authority, influence or control over any sales of
Stock effected by SB pursuant to this Plan, and will not attempt to exercise any
authority, influence or control over such sales.
2.) SB makes the following representations and warranties. These
representations are made on the Adoption Date and are deemed to be restated
during the Term.
(a) No transaction under this Plan shall be effected through SB by an
individual who is aware of material non-public information regarding the Issuer
at the time of the transaction. SB has implemented reasonable policies and
procedures, taking into consideration the nature of its business, to ensure that
the individuals directly effecting transactions in Stock pursuant to this Plan
do not violate the laws prohibiting trading on the basis of material nonpublic
information.
(b) This Plan constitutes SB's legal, valid and binding obligation
enforceable against SB in accordance with its terms. There is no contractual
restriction to which SB is subject, or any litigation, arbitration or other
proceeding pending, or to SB's knowledge threatened, that would prevent or
interfere with the SB's sale of Stock for the Seller under this Plan.
E.) RULES 144, 145 AND 701 (CHECK THE APPLICABLE BOX OR BOXES)
----------------------------------------------------------
X For purposes of Rule 144, the Seller is an "affiliate" of the Issuer
or intends to sell shares of Stock under this Plan that are
"restricted securities."
-- The Seller acquired the Stock in a transaction covered by Rule 145.
-- The Seller acquired the Stock under Rule 701 and intends to sell the
Stock in accordance with Rule 701(g)(3).
-- Neither Rule 144, 145, nor 701 is applicable to the Seller under this
Plan.
If the Seller is an "affiliate" of the Issuer, acquired the Stock under a
Rule 145 transaction, or holds "restricted shares" which are not otherwise
registered for resale under the 1933 Act, then all sales under this Plan will be
made by SB in accordance with Rule 144 or Rule 145(d), as applicable. SB will
conduct sales under Rule 701(g)(3) if the third box is checked (unless the
Seller is an affiliate). The Seller agrees not to take, and agrees to cause any
person or entity with whom the Seller would be required to aggregate sales of
Stock under Rule 144 not to take, any action that would cause any such sale not
to comply with Rule 144.
SB will be responsible for filing each required Form 144. The Seller
acknowledges and agrees that SB will make only one Form 144 filing at the
beginning of each three-month period commencing prior to the first sale of Stock
made under this Plan.
The Seller agrees to advise SB promptly of any sale of Stock by the Seller
(or any other person or entity whose sales of Stock would be aggregated with
those of the Seller for purposes of compliance with the volume limitations of
Rule 144) that is not covered by this Plan, except that the Seller may sell
Stock outside of this Plan only if and to the extent that no such sale affects
the amount of Stock that may be sold under this Plan in compliance with the
volume limitations of Rule 144. The Seller acknowledges and agrees that: (i)
sales under this Plan shall not be in any way affected by any sales outside of
this Plan, and (ii) for purposes of this sentence, the term "Seller" shall mean
and include the Seller and any other person or entity whose sales of Stock would
be aggregated with those of the Seller for purposes of compliance with the
volume limitations of Rule 144. The Seller acknowledges and agrees that he/she
will provide SB with a signed and completed Form 144 no later than five business
days prior to the beginning of each three-month period referenced in the
paragraph above.
F.) EXCHANGE ACT FILINGS
The Seller is responsible for making any and all filings required by the
Exchange Act in connection with this Plan. SB will not be required to: (i) make
any of these filings on the Seller's behalf, (ii) review any Exchange Act filing
made by the Seller, or (iii) determine whether any Exchange Act filing by the
Seller has been made on a timely basis. SB will not be liable to the Seller for
any misstatement, omission or defect in any of these filings.
G.) INDEMNIFICATION AND LIMITATION OF LIABILITY; NO ADVICE
1.) The Seller agrees to indemnify and hold harmless SB (and its directors,
officers, employees and affiliates) from and against all claims, liabilities,
losses, damages and expenses (including reasonable attorneys' fees and costs)
arising out of or attributable to: (a) any material breach by the Seller of its
obligations under this Plan, (b) the incorrectness or inaccuracy in any material
respect of any of the Seller's representations and warranties (including the
representation required by Section (C)(2) of this Plan), (c) any material
violation by the Seller of applicable laws or regulations relating to this Plan
or the transactions contemplated by this Plan; and (d) any exercise of Options
under Schedule A-2 if cash is not
available to pay the exercise price of such Options. This indemnification will
survive the termination of this Plan. The Seller will have no indemnification
obligation in the case of the gross negligence or willful misconduct of SB or
any other indemnified person.
2.) Regardless of any other term or condition of this Plan, SB will not be
liable to the Seller for: (a) special, indirect, punitive, exemplary, or
consequential damages, or incidental losses or damages of any kind, including
but not limited to lost profits, lost savings, loss of use of facility or
equipment, regardless of whether arising from breach of contract, warranty,
tort, strict liability or otherwise, and even if advised of the possibility of
such losses or damages or if such losses or damages could have been reasonably
foreseen (provided however that the foregoing exculpation shall in no event be
construed to limit compensatory damages arising out of or attributable to the
negligence, gross negligence or willful misconduct of SB), or (b) any failure to
perform or for any delay in performance that results from a cause or
circumstance that is beyond its reasonable control, including but not limited to
failure of electronic or mechanical equipment, strikes, failure of common
carrier or utility systems, severe weather, market disruptions or other causes
commonly known as "acts of God". In addition, SB will not be liable to the
Seller in the event sales of Stock made in accordance with the terms of this
Plan violate the Issuer's insider trading policies.
3.) The Seller acknowledges that SB has not provided the Seller with any tax,
accounting or legal advice with respect to this Plan, including whether the
Seller would be entitled to any of the affirmative defenses under Rule 10b5-1.
H.) GOVERNING LAW
This Plan will be governed by, and construed in accordance with, the laws
of the State of New York, without regard to such State's conflict of laws rules.
I.) ENTIRE AGREEMENT
This Plan (including all Schedules) reflects the entire agreement between
the parties concerning the sale of Stock under Rule 10b5-1, and supersedes any
previous or contemporaneous agreements or promises concerning these sales,
whether written or oral. In the event of a conflict between the terms and
conditions of this Plan and the terms and conditions of: (i) any other agreement
between the Seller and SB concerning sales of Stock under Rule 10b5-1, or (ii)
any written instructions provided by the Issuer to the Seller concerning this
Plan or Rule 10b5-1 plans in general, the terms and conditions of this Plan will
govern.
J.) ASSIGNMENT
This Plan and each party's rights and obligations under this Plan may not
be assigned or delegated without the written permission of the other party and
will be for the benefit of each party's successors and permitted assigns,
whether by merger, consolidation or otherwise.
K.) ENFORCEABILITY IN THE EVENT OF BANKRUPTCY
The Seller and SB acknowledge and agree that this Plan is a "securities
contract," as such term is defined in Section 741(7) of Title 11 of the United
States Code ("Bankruptcy Code"), entitled to all of the protections given such
contracts under the Bankruptcy Code.
L.) CONFIDENTIALITY
SB will maintain the confidentiality of this Plan and will not disclose
the specific terms of this Plan to any person or entity, except: (i) to
employees, affiliates and agents of SB who have a legitimate business need to
know such information, (ii) to any governmental agency having jurisdiction over
SB or any self-regulatory organization of which it is a member, or (iii) to any
other person or entity to the extent such disclosure is required by law or by a
subpoena issued by a court of competent jurisdiction.
M.) METHOD OF COMMUNICATION
Except as otherwise specifically provided in this Plan, any communications
required or permitted hereunder may be in writing or made orally, provided that
any communications made orally must be confirmed in writing within one business
day of such communication. Such written communications shall be directed to the
parties as specified in Schedule "B."
April 20, 2004
VIA TELECOPIER & 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 Modification of Sales Plan Dated March 23, 2004
SB Account #383-1D640-15-246
Issuer: Oil-Dri Corporation of America (ODC)
Dear Ms. Levirne:
I wish to modify my Rule 10b5-1 Sales Plan dated March 23, 2004 with Smith
Barney ("SB"). The requested changes are reflected on a replacement schedule A-1
dated April 20, 2004. (see attached replacement Schedule A-1).
This will confirm that, as of the adoption date of this modification, 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
amendment and the attached Schedule A-1.
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.
SCHEDULE "A-1"
NOTICE OF EXERCISE OF OPTIONS AND SALE OF STOCK OBTAINED UPON EXERCISE OF
OPTIONS.
Name of Seller: Daniel S. Jaffee
Name of Issuer: Oil-Dri Corporation of America
(PLEASE NOTE): It is the Seller's responsibility to ensure that Options will be
vested prior to the date of exercise specified below. If the Seller authorizes
the exercise of more than one vested Option grant, the Options will be exercised
in the order in which the Seller lists them below. The Seller represents that
the information below is accurate.*
**SALES EFFORTS UNDER THIS PLAN WILL NOT COMMENCE EARLIER THAN
TWO BUSINESS DAYS AFTER THE ADOPTION DATE.
------------------------------------------------------------------------
a.) Date b.) Vesting c.) Sale Period** d.) # of e.)
of Grant Date From ___ To ____ Option Shares "Limit"
Or ___ (Specific Day) Price
Authorized to
be Sold
------------------------------------------------------------------------
8/16/1994 Fully 4/20/2004 to 6/30/2004 15,000 $21.00
Vested
------------------------------------------------------------------------
8/29/1994 Fully 4/20/2004 to 6/30/2004 22,500 $21.00
Vested
------------------------------------------------------------------------
9/18/1998 Fully 4/20/2004 to 6/30/2004 3,000 $17.50
Vested
------------------------------------------------------------------------
9/18/1998 Fully 5/1/2004 to 6/30/2004 3,000 $18.00
Vested
------------------------------------------------------------------------
9/18/1998 Fully 6/1/2004 to 6/30/2004 3,000 $18.50
Vested
------------------------------------------------------------------------
THE MAXIMUM NUMBER OF
SHARES TO BE SOLD
UNDER THIS
SCHEDULE IS 35,000.
------------------------------------------------------------------------
SCHEDULE "A-1" (CONT'D.)
1. INSTRUCTIONS: In column (a), list the Options in the
order in which they are to be exercised. In column (b),
indicate vesting dates for all Options designated in
Column (d). In column (c), state the first and last
date on which the Stock is authorized to be sold during
the Sale Period (Stock sales may occur on or between
these dates). In column (d), state the maximum number
of shares for which the Options are to be exercised. Do
not aggregate with amounts authorized to be sold at a
lower price during the same Sale Period. In column (e),
write a dollar price which is the minimum price (the
"Limit" Price) at which Stock is authorized to be sold
per share during the Sale Period. All limit orders will
be treated as "limit not held" orders.
* The Seller may only use the broker-assisted cashless exercise and sale
procedure as the method for financing the payment of the exercise price
and any required withholding taxes.
2. Commission per share: 10 cents.
---------------------
3. Except as provided in paragraph 4 of this Schedule A-1, in the event the
Options cannot be exercised and the corresponding number of Option shares
of Stock to be sold in a Sale Period cannot be sold for any reason (check
ONE of the following instructions):
___ the unsold amount will be carried forward and added to the number of
shares of Stock authorized to be sold for each succeeding Sale Period
(if any) until sold.
X the unsold amount of Stock will not be sold and will not be carried
over to the next specific Sale Period (if any).
___ neither alternative is applicable.
4. In the event an exercise of an Option and/or the sale of Stock cannot
occur during a designated Sale Period because of an event described in
Section A(5) of this Plan, that Sale Period will be extended upon the
expiration of such event by the amount of time the Option exercise and/or
Stock sale could not occur, and the Term will be correspondingly extended.
5. The maximum number of shares to be sold under this Schedule A-1 is 35,000.
THIS SCHEDULE "A-1" IS AN INTEGRAL PART OF THE ATTACHED PLAN ENTERED INTO BY THE
SELLER WITH SB AND IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH THEREIN.
ACCOUNT # 383-1D640-15-246
/S/ DANIEL S. JAFFEE
--------------------------
Daniel S. Jaffee
Accepted and Agreed to:
SMITH BARNEY
/S/ SUZANNE LEVIRNE
--------------------------
[Signature of authorized Executive Financial Services official]
SUZANNE LEVIRNE, VICE PRESIDENT
-------------------------------
[Name and title of authorized official]
SCHEDULE "B"
To Rule 10b5-1 Sales Plan Between
Daniel S. Jaffee
and
SMITH BARNEY ("SB")
Communications required by the Plan shall be made to the following persons in
accordance with Section "M" of such Plan:
[CONTACT INFORMATION OMITTED.]
THIS SCHEDULE "B" IS AN INTEGRAL PART OF THE ATTACHED PLAN ENTERED INTO BY THE
SELLER WITH SB AND IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH THEREIN.
ISSUER REPRESENTATIONS
March 23, 2004
To: Smith Barney
As an authorized representative of the Issuer ("Issuer"), I hereby represent and
covenant on the Issuer's behalf that:
1.) I have reviewed the attached Rule 10b5-1 Sales Plan ("Plan") of Daniel S.
Jaffee (the "Seller") adopted on March 23, 2004, and have determined that
it does not violate the Issuer's trading policy.
2.) If the Seller is a director or "executive officer" for purposes of Section
402 of the Sarbanes-Oxley Act of 2002, then (check only one box):
-- The Seller may not exercise his/her vested Options and sell Stock
issued upon such exercise in the manner described in Schedule A-1.
X The Seller may exercise his/her vested Options and sell Stock issued
upon such exercise in the manner permitted by the Issuer's stock
option plan ("SOP").
3.) If the Plan covers the exercise of Options granted under the
SOP, any exercise of the Options under the Plan does not
violate the terms and conditions of the SOP. The Issuer
agrees to: (i) accept, acknowledge and effect the exercise
of such Options by SB on the Seller's behalf upon receipt of
a completed Schedule A-1 or A-2 (which shall constitute the
Seller's Option exercise form), and (ii) notify SB promptly
in writing if any of the Seller's Options have expired or
been terminated or forfeited under the SOP.
4.) On any day that the Seller's Options are exercised pursuant to the Plan
("Instruction Date"), Issuer will instruct its transfer agent to deliver
to SB, no later than three business days after the Instruction Date, the
number of shares of Stock corresponding to the number of Options exercised
(including any shares issued as a result of a Stock split or other
recapitalization affecting the Stock).
5.) The Issuer's obligations ("Obligations") set forth in
Sections 3 and 4 above constitute its legal, valid and
binding obligations enforceable against it in accordance
with their terms, and there is no contractual restriction to
which Issuer is subject, or any litigation or other
proceeding pending, or to my knowledge threatened, that
would preclude the Seller from exercising Options under the
Plan.
By: /S/ MARYON GRAY
Maryon Gray, Assistant General Counsel
EXHIBIT 3
THOMAS F. COFSKY
RULE 10B5-1 SALES PLAN
This Rule 10b5-1 Sales Plan ("Plan") is adopted by Thomas F. Cofsky (the
"Seller") on March 23, 2004 (the "Adoption Date"), to establish a systematic
program by which Citigroup Global Markets Inc. ("Smith Barney" or "SB") will use
its reasonable best efforts to sell on the Seller's behalf the shares of common
stock ("Stock") of Oil-Dri Corporation of America ("Issuer").
A.) SALES PROGRAM
1.) The Seller's sales program consists of the following (check the
applicable box or boxes):
X CASHLESS EXERCISE, i.e., exercise vested options ("Options")
granted to the Seller by the Issuer, sell the Stock issued upon such
exercise, and use a portion of the sale proceeds to pay the Option
exercise price and tax obligation, as specified in greater detail in
Schedule A-1.
? CASH EXERCISE, i.e., exercise vested Options and sell the Stock
upon exercise, using cash from a source other than the sale proceeds
to pay the Option exercise price, as specified in greater detail in
Schedule A-2.
? ALREADY-OWNED STOCK, i.e., sell the number of shares of Stock
already owned by the Seller (including vested shares granted to the
Seller pursuant to the Issuer's restricted share plan), as specified
in greater detail in Schedule A-3.
2.) The Seller hereby appoints SB as the Seller's agent and
attorney-in-fact to effect sales under this Plan. If the Seller's sales program
consists of exercising vested Options, SB is granted authority to exercise
Options on the Seller's behalf, and Schedule A-1 or A-2 (as applicable) will
constitute the Seller's Option exercise form.
3.) The Seller agrees to pay SB the commission per share of Stock
indicated on Schedules A-1, A-2 and A-3, as applicable. SB will deduct its
commission and applicable transaction fees from the proceeds of any sale of
Stock under this Plan.
4.) The exercise and sale prices, and number of Options to be exercised
and shares of Stock to be sold, will be adjusted following such time as the
Seller or the Issuer notifies SB of a Stock split or other recapitalization
affecting the Stock ("Recapitalization").
5.) The Seller acknowledges that it may not be possible to exercise
options or sell Stock during the term of this Plan ("Term") due to: (i) a legal
or contractual restriction applicable to the Seller (the existence of which the
Seller shall promptly notify SB) or SB (the existence of which SB shall promptly
notify the Seller), (ii) a market disruption (including without limitation a
halt or suspension of trading in the Stock imposed by a court, governmental
agency or self-regulatory organization), or (iii) rules
governing order execution priority on the NASDAQ Stock Market or the New York
Stock Exchange (whichever is applicable). If any of these items ceases to be
applicable during the Term, SB will resume its sales activity to the extent it
is reasonably able to do so and still be able to provide best execution.
6.) (Check the applicable box or boxes)
X The Seller is a member of the Issuer's board of directors, or is
an "executive officer" for purposes of Section 402 of the
Sarbanes-Oxley Act of 2002 ("SOA").
X The Seller is subject to the requirements of Section 16 of the
Securities Exchange Act of 1934 ("Exchange Act").
-- The Seller is not subject to Section 402 of the SOA or to
Section 16 of the Exchange Act.
The Seller acknowledges that: (i) the Issuer may prohibit the Seller
from engaging in certain types of transactions under this Plan if the Seller is
subject to the SOA, and (ii) the Seller is solely responsible for complying with
Section 16 of the Exchange Act in connection with this Plan, and will be solely
responsible if any sales made under this Plan result in the Seller being liable
for "short-swing profits" under Section 16(b).
7.) No later than three business days after a sale of Stock is made under
this Plan, the Seller agrees to deposit (or make arrangements with the Issuer or
its transfer agent to deposit) into an account at SB in his or her name the
number of shares of Stock to be sold on any particular day on the Seller's
behalf (including shares that have been issued as a result of a
Recapitalization). If the Seller is selling vested shares of Stock under the
Issuer's restricted stock plan in order to pay applicable withholding taxes, the
Seller has arranged for a representative of the Issuer to notify a
representative designated by SB of the number of shares of Stock necessary to be
sold to satisfy the Seller's tax obligation. The proceeds of such sale shall be
remitted by SB to the Issuer (net of SB's commissions and applicable transaction
fees). If the Seller is selling Stock issued upon cashless exercise of Options,
the Seller has arranged for a representative of the Issuer to notify a
representative designated by SB of the percentage of the income from such sale
necessary to satisfy the Seller's tax obligation. The amount necessary to
satisfy the Seller's tax obligation will be remitted by SB to the Issuer. SB
will not be responsible for the calculation of such taxes or payment of such
taxes to the applicable governmental tax authority.
8.) For purposes of this Plan, a "business day" means any day on which SB
is open for business.
B.) ISSUER REPRESENTATIONS
The Seller acknowledges that as a condition precedent to SB's acceptance
of this Plan, the Issuer must execute the Issuer Representations Certificate in
the form attached to this Plan.
C.) SALE PERIOD, MODIFICATION AND TERMINATION
1.) No Sale Period (as defined in Schedules A-1, A-2 and A-3) may commence
until two (2) business days after the Adoption Date. No Sale Period may be
extended pursuant to the terms of Schedules A-1, A-2 and/or A-3 without: (i) the
Issuer's written approval of such extension, and (ii) the Issuer's written
representation that such extension does not violate the Issuer's trading policy.
2.) This Plan may not be modified unless: (i) the Seller provides SB with
three (3) days prior written notice, (ii) the Seller and SB agree to such
modification in writing, and (iii) the Issuer approves such modification in
writing. Any such modification will contain the Seller's representation that as
of the effective date of the modification, he or she is not aware of any
material non-public information regarding the Issuer or any of its securities
(including the Stock).
3.) This Plan will terminate on whichever of the following events occurs
first: (a) if the Seller is a natural person, the date upon which SB receives
notice of the Seller's death, (b) the date specified in Schedules A-1, A-2
and/or A-3 on which all sales under this Plan will cease, (c) any sale effected
pursuant to this Plan that violates (or in the opinion of counsel to the Issuer
or SB is likely to violate) any applicable Federal or State law or regulation
or, if applicable, fails to comply (or in the opinion of counsel to the Issuer
or SB is likely not to comply) with Rules 144, 145 or 701 under the Securities
Act of 1933 (the "1933 Act"), (d) the Seller fails to comply in any material
respect with its obligations under this Plan, (e) the Issuer and/or the Seller
enter into a contract that prevents or materially restricts sales of Stock by
the Seller under this Plan, (f) no later than two (2) business days after the
date on which SB receives written notice that the Seller has terminated this
Plan (which may be for any reason), (g) no later than two (2) business days
after SB notifies the Seller in writing that SB has terminated this Plan (which
may be for any reason), (h) no later than two (2) business days after the date
on which SB receives notice that the Seller has filed a petition for bankruptcy
or the adjustment of the Seller's debts, or a petition for bankruptcy has been
filed against the Seller and has not been dismissed within thirty (30) calendar
days of its filing, (i) no later than two (2) business days after the date on
which SB receives written notice that the Issuer has withdrawn its Issuer
Representations Certificate, and (j) as to sales resulting from an Option
exercise, the date on which SB receives written notice from the Issuer that the
Options specified in Schedules A-1 or A-2 have expired or been terminated or
forfeited.
D.) REPRESENTATIONS AND WARRANTIES
1.) The Seller makes the following representations. The representation in
Subsection (a) is made on the Adoption Date. The remaining representations are
made on the Adoption Date and are deemed to be restated during the Term.
(a) He/she is not aware on the Adoption Date of any material nonpublic
information with respect to the Issuer or any of its securities (including the
Stock); (b) he/she is not subject to any legal, regulatory, or contractual
restriction or undertaking that would prevent SB from conducting sales
throughout the Term in accordance with Schedule A-1, A-2 and/or A-3; (c) he/she
is entering into this Plan in good faith and not as part of a plan or scheme to
evade the prohibitions of Rule 10b5-1; (d) the Stock and Options subject to this
Plan are not subject to any liens, security interests or other impediments to
transfer (except for limitations imposed by Rules 144, 145 or 701, if the Seller
is subject to these rules), nor is there any litigation, arbitration or other
proceeding pending, or to the Seller's knowledge threatened, that would prevent
or interfere with the exercise of Options or sale of Stock under this Plan; (e)
he/she has not entered into or altered a corresponding or hedging transaction or
put option equivalent with respect to the Stock to be sold pursuant to the Plan,
and agrees not to enter into any such transaction while this Plan is in effect;
and (f) he/she does not have authority, influence or control over any sales of
Stock effected by SB pursuant to this Plan, and will not attempt to exercise any
authority, influence or control over such sales.
2.) SB makes the following representations and warranties. These
representations are made on the Adoption Date and are deemed to be restated
during the Term.
(a) No transaction under this Plan shall be effected through SB by an
individual who is aware of material non-public information regarding the Issuer
at the time of the transaction. SB has implemented reasonable policies and
procedures, taking into consideration the nature of its business, to ensure that
the individuals directly effecting transactions in Stock pursuant to this Plan
do not violate the laws prohibiting trading on the basis of material nonpublic
information.
(b) This Plan constitutes SB's legal, valid and binding obligation
enforceable against SB in accordance with its terms. There is no contractual
restriction to which SB is subject, or any litigation, arbitration or other
proceeding pending, or to SB's knowledge threatened, that would prevent or
interfere with the SB's sale of Stock for the Seller under this Plan.
E.) RULES 144, 145 AND 701 (CHECK THE APPLICABLE BOX OR BOXES)
----------------------------------------------------------
X For purposes of Rule 144, the Seller is an "affiliate" of the Issuer
or intends to sell shares of Stock under this Plan that are
"restricted securities."
-- The Seller acquired the Stock in a transaction covered by Rule 145.
-- The Seller acquired the Stock under Rule 701 and intends to sell the
Stock in accordance with Rule 701(g)(3).
-- Neither Rule 144, 145, nor 701 is applicable to the Seller under this
Plan.
If the Seller is an "affiliate" of the Issuer, acquired the Stock under a
Rule 145 transaction, or holds "restricted shares" which are not otherwise
registered for resale under the 1933 Act, then all sales under this Plan will be
made by SB in accordance with Rule 144 or Rule 145(d), as applicable. SB will
conduct sales under Rule 701(g)(3) if the third box is checked (unless the
Seller is an affiliate). The Seller agrees not to take, and agrees to cause any
person or entity with whom the Seller would be required to aggregate sales of
Stock under Rule 144 not to take, any action that would cause any such sale not
to comply with Rule 144.
SB will be responsible for filing each required Form 144. The Seller
acknowledges and agrees that SB will make only one Form 144 filing at the
beginning of each three-month period commencing prior to the first sale of Stock
made under this Plan.
The Seller agrees to advise SB promptly of any sale of Stock by the Seller
(or any other person or entity whose sales of Stock would be aggregated with
those of the Seller for purposes of compliance with the volume limitations of
Rule 144) that is not covered by this Plan, except that the Seller may sell
Stock outside of this Plan only if and to the extent that no such sale affects
the amount of Stock that may be sold under this Plan in compliance with the
volume limitations of Rule 144. The Seller acknowledges and agrees that: (i)
sales under this Plan shall not be in any way affected by any sales outside of
this Plan, and (ii) for purposes of this sentence, the term "Seller" shall mean
and include the Seller and any other person or entity whose sales of Stock would
be aggregated with those of the Seller for purposes of compliance with the
volume limitations of Rule 144. The Seller acknowledges and agrees that he/she
will provide SB with a signed and completed Form 144 no later than five business
days prior to the beginning of each three-month period referenced in the
paragraph above.
F.) EXCHANGE ACT FILINGS
The Seller is responsible for making any and all filings required by the
Exchange Act in connection with this Plan. SB will not be required to: (i) make
any of these filings on the Seller's behalf, (ii) review any Exchange Act filing
made by the Seller, or (iii) determine whether any Exchange Act filing by the
Seller has been made on a timely basis. SB will not be liable to the Seller for
any misstatement, omission or defect in any of these filings.
G.) INDEMNIFICATION AND LIMITATION OF LIABILITY; NO ADVICE
1.) The Seller agrees to indemnify and hold harmless SB (and its
directors, officers, employees and affiliates) from and against all claims,
liabilities, losses, damages and expenses (including reasonable attorneys' fees
and costs) arising out of or attributable to: (a) any material breach by the
Seller of its obligations under this Plan, (b) the incorrectness or inaccuracy
in any material respect of any of the Seller's representations and warranties
(including the representation required by Section (C)(2) of this Plan), (c) any
material violation by the Seller of applicable laws or regulations relating to
this Plan or the transactions contemplated by this Plan; and (d) any exercise of
Options under Schedule A-2 if cash is not
available to pay the exercise price of such Options. This indemnification will
survive the termination of this Plan. The Seller will have no indemnification
obligation in the case of the gross negligence or willful misconduct of SB or
any other indemnified person.
2.) Regardless of any other term or condition of this Plan, SB will not be
liable to the Seller for: (a) special, indirect, punitive, exemplary, or
consequential damages, or incidental losses or damages of any kind, including
but not limited to lost profits, lost savings, loss of use of facility or
equipment, regardless of whether arising from breach of contract, warranty,
tort, strict liability or otherwise, and even if advised of the possibility of
such losses or damages or if such losses or damages could have been reasonably
foreseen (provided however that the foregoing exculpation shall in no event be
construed to limit compensatory damages arising out of or attributable to the
negligence, gross negligence or willful misconduct of SB), or (b) any failure to
perform or for any delay in performance that results from a cause or
circumstance that is beyond its reasonable control, including but not limited to
failure of electronic or mechanical equipment, strikes, failure of common
carrier or utility systems, severe weather, market disruptions or other causes
commonly known as "acts of God". In addition, SB will not be liable to the
Seller in the event sales of Stock made in accordance with the terms of this
Plan violate the Issuer's insider trading policies.
3.) The Seller acknowledges that SB has not provided the Seller with any
tax, accounting or legal advice with respect to this Plan, including whether the
Seller would be entitled to any of the affirmative defenses under Rule 10b5-1.
H.) GOVERNING LAW
This Plan will be governed by, and construed in accordance with, the laws
of the State of New York, without regard to such State's conflict of laws rules.
I.) ENTIRE AGREEMENT
This Plan (including all Schedules) reflects the entire agreement between
the parties concerning the sale of Stock under Rule 10b5-1, and supersedes any
previous or contemporaneous agreements or promises concerning these sales,
whether written or oral. In the event of a conflict between the terms and
conditions of this Plan and the terms and conditions of: (i) any other agreement
between the Seller and SB concerning sales of Stock under Rule 10b5-1, or (ii)
any written instructions provided by the Issuer to the Seller concerning this
Plan or Rule 10b5-1 plans in general, the terms and conditions of this Plan will
govern.
J.) ASSIGNMENT
This Plan and each party's rights and obligations under this Plan may not
be assigned or delegated without the written permission of the other party and
will be for the benefit of each party's successors and permitted assigns,
whether by merger, consolidation or otherwise.
K.) ENFORCEABILITY IN THE EVENT OF BANKRUPTCY
The Seller and SB acknowledge and agree that this Plan is a "securities
contract," as such term is defined in Section 741(7) of Title 11 of the United
States Code ("Bankruptcy Code"), entitled to all of the protections given such
contracts under the Bankruptcy Code.
L.) CONFIDENTIALITY
SB will maintain the confidentiality of this Plan and will not disclose
the specific terms of this Plan to any person or entity, except: (i) to
employees, affiliates and agents of SB who have a legitimate business need to
know such information, (ii) to any governmental agency having jurisdiction over
SB or any self-regulatory organization of which it is a member, or (iii) to any
other person or entity to the extent such disclosure is required by law or by a
subpoena issued by a court of competent jurisdiction.
M.) METHOD OF COMMUNICATION
Except as otherwise specifically provided in this Plan, any communications
required or permitted hereunder may be in writing or made orally, provided that
any communications made orally must be confirmed in writing within one business
day of such communication. Such written communications shall be directed to the
parties as specified in Schedule "B."
SCHEDULE "A-1"
NOTICE OF EXERCISE OF OPTIONS AND SALE OF STOCK OBTAINED UPON EXERCUSE OF
OPTIONS.
Name of Seller: Thomas F. Cofsky
Name of Issuer: Oil-Dri Corporation of America
(PLEASE NOTE): It is the Seller's responsibility to ensure that Options will be
vested prior to the date of exercise specified below. If the Seller authorizes
the exercise of more than one vested Option grant, the Options will be exercised
in the order in which the Seller lists them below. The Seller represents that
the information below is accurate.*
**SALES EFFORTS UNDER THIS PLAN WILL NOT COMMENCE EARLIER THAN
TWO BUSINESS DAYS AFTER THE ADOPTION DATE.
------------------------------------------------------------------------
a.) Date b.) Vesting c.) Sale Period** d.) # of e.)
of Grant Date From ___ To ____ Option Shares "Limit"
Or ___ (Specific Day) Price
Authorized to
be Sold
------------------------------------------------------------------------
8/29/1994 Fully 4/1/2004 to 7/31/2004 7,500 $21.00
Vested 8/1/2004 to 8/29/2004 (sell all $19.62
unsold shares)
------------------------------------------------------------------------
9/18/1998 Fully 4/1/2004 to 3/31/2005 1,500 $17.50
Vested
------------------------------------------------------------------------
9/18/1998 Fully 5/1/2004 to 3/31/2005 1,500 $18.00
Vested
------------------------------------------------------------------------
9/18/1998 Fully 6/1/2004 to 3/31/2004 1,500 $18.50
Vested
------------------------------------------------------------------------
9/18/1998 Fully 7/1/2004 to 3/31/2005 1,500 $19.00
Vested
------------------------------------------------------------------------
9/18/1998 Fully 8/1/2004 to 3/31/2005 1,500 $19.50
Vested
------------------------------------------------------------------------
9/18/1998 Fully 9/1/2004 to 3/31/2005 1,500 $20.00
Vested
------------------------------------------------------------------------
9/18/1998 Fully 10/1/2004 to 3/31/2005 1,500 $20.50
Vested
------------------------------------------------------------------------
9/18/1998 Fully 11/1/2004 to 3/31/2005 2,000 $21.00
Vested
------------------------------------------------------------------------
SCHEDULE "A-1" (CONT'D.)
1. INSTRUCTIONS: In column (a), list the Options in the
order in which they are to be exercised. In column (b),
indicate vesting dates for all Options designated in
Column (d). In column (c), state the first and last
date on which the Stock is authorized to be sold during
the Sale Period (Stock sales may occur on or between
these dates). In column (d), state the maximum number
of shares for which the Options are to be exercised. Do
not aggregate with amounts authorized to be sold at a
lower price during the same Sale Period. In column (e),
write a dollar price which is the minimum price (the
"Limit" Price) at which Stock is authorized to be sold
per share during the Sale Period. All limit orders will
be treated as "limit not held" orders.
* The Seller may only use the broker-assisted cashless exercise and sale
procedure as the method for financing the payment of the exercise price
and any required withholding taxes.
2. Commission per share: 10 cents.
---------------------
3. Except as provided in paragraph 4 of this Schedule A-1, in the event the
Options cannot be exercised and the corresponding number of Option shares
of Stock to be sold in a Sale Period cannot be sold for any reason (check
ONE of the following instructions):
___ the unsold amount will be carried forward and added to the number of
shares of Stock authorized to be sold for each succeeding Sale Period
(if any) until sold.
X the unsold amount of Stock will not be sold and will not be carried
over to the next specific Sale Period (if any).
___ neither alternative is applicable.
4. In the event an exercise of an Option and/or the sale of Stock cannot
occur during a designated Sale Period because of an event described in
Section A(5) of this Plan, that Sale Period will be extended upon the
expiration of such event by the amount of time the Option exercise and/or
Stock sale could not occur, and the Term will be correspondingly extended.
5. The maximum number of shares to be sold under this Schedule A-1 is 20,000.
THIS SCHEDULE "A-1" IS AN INTEGRAL PART OF THE ATTACHED PLAN ENTERED INTO BY THE
SELLER WITH SB AND IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH THEREIN.
ACCOUNT # 383-05109-17-246
/S/ THOMAS F. COFSKY
------------------------
Thomas F. Cofsky
Accepted and Agreed to:
SMITH BARNEY
/S/ SUZANNE LEVIRNE
------------------------
[Signature of authorized Executive Financial Services official]
SUZANNE LEVIRNE, VICE PRESIDENT
-------------------------------
[Name and title of authorized official]
SCHEDULE "B"
To Rule 10b5-1 Sales Plan Between
Thomas F. Cofsky
and
SMITH BARNEY ("SB")
Communications required by the Plan shall be made to the following persons in
accordance with Section "M" of such Plan:
[CONTACT INFORMATION OMITTED.]
THIS SCHEDULE "B" IS AN INTEGRAL PART OF THE ATTACHED PLAN ENTERED INTO BY THE
SELLER WITH SB AND IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH THEREIN.
ISSUER REPRESENTATIONS
March 23, 2004
To: Smith Barney
As an authorized representative of the Issuer ("Issuer"), I hereby represent and
covenant on the Issuer's behalf that:
1.) I have reviewed the attached Rule 10b5-1 Sales Plan ("Plan") of Thomas F.
Cofsky (the "Seller") adopted on March 23, 2004, and have determined that
it does not violate the Issuer's trading policy.
2.) If the Seller is a director or "executive officer" for purposes of Section
402 of the Sarbanes-Oxley Act of 2002, then (check only one box):
-- The Seller may not exercise his/her vested Options and sell Stock
issued upon such exercise in the manner described in Schedule A-1.
X The Seller may exercise his/her vested Options and sell Stock issued
upon such exercise in the manner permitted by the Issuer's stock
option plan ("SOP").
3.) If the Plan covers the exercise of Options granted under the
SOP, any exercise of the Options under the Plan does not
violate the terms and conditions of the SOP. The Issuer
agrees to: (i) accept, acknowledge and effect the exercise
of such Options by SB on the Seller's behalf upon receipt of
a completed Schedule A-1 or A-2 (which shall constitute the
Seller's Option exercise form), and (ii) notify SB promptly
in writing if any of the Seller's Options have expired or
been terminated or forfeited under the SOP.
4.) On any day that the Seller's Options are exercised pursuant to the Plan
("Instruction Date"), Issuer will instruct its transfer agent to deliver
to SB, no later than three business days after the Instruction Date, the
number of shares of Stock corresponding to the number of Options exercised
(including any shares issued as a result of a Stock split or other
recapitalization affecting the Stock).
5.) The Issuer's obligations ("Obligations") set forth in
Sections 3 and 4 above constitute its legal, valid and
binding obligations enforceable against it in accordance
with their terms, and there is no contractual restriction to
which Issuer is subject, or any litigation or other
proceeding pending, or to my knowledge threatened, that
would preclude the Seller from exercising Options under the
Plan.
By: /S/ MARYON GRAY
Maryon Gray, Assistant General Counsel