0000905718-15-000160.txt : 20150213 0000905718-15-000160.hdr.sgml : 20150213 20150213172804 ACCESSION NUMBER: 0000905718-15-000160 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: HARVEY PARTNERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OIL DRI CORP OF AMERICA CENTRAL INDEX KEY: 0000074046 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 362048898 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10781 FILM NUMBER: 15616479 BUSINESS ADDRESS: STREET 1: 410 NORTH MICHIGAN AVENUE STREET 2: SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3123211515 MAIL ADDRESS: STREET 1: 410 NORTH MICHIGAN AVENUE STREET 2: SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60611 FORMER COMPANY: FORMER CONFORMED NAME: OIL DRI CORPORATION OF AMERICA DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: OIL DRI CORP OF AMERICA INC DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Harvey Partners, LLC CENTRAL INDEX KEY: 0001406484 IRS NUMBER: 203760303 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 551 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10176 BUSINESS PHONE: (212) 389-8760 MAIL ADDRESS: STREET 1: 551 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10176 SC 13G/A 1 harvey_odc13gam1dec2014.htm HARVEY_ODC13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Oil-Dri Corporation of America

(Name of Issuer)

 

Common Stock, par value $0.10

(Title of Class of Securities)

 

677864100

(CUSIP Number)

 

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

 

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

  

 

 

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in 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 (however, see the Notes).

 
 

 


CUSIP No. 677864100

(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only):

Harvey Partners, LLC   20-3760303

(2) Check the Appropriate Box if a Member of a Group (See Instructions)

(a)___

(b)___

(3) SEC Use Only
(4) Citizenship or Place of Organization:  Delaware, United States
Number of Shares Beneficially Owned by Each Reporting Person With  (5) Sole Voting Power: 305,807*
 (6) Shared Voting Power:
 (7) Sole Dispositive Power: 305,807*
 (8) Shared Dispositive Power:
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:

 

305,807*

(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  
(11) Percent of Class Represented by Amount in Row (9):   6.1%* 
(12) Type of Reporting Person (See Instructions): IA

 

* Based on the information set forth in the Quarterly Report on Form 10-Q of Oil-Dri Corporation of America (the “Company”) filed with the Securities and Exchange Commission on December 5, 2014, there were 5,014,942 shares of the Company’s common stock, par value $0.10 (the “Common Stock”), outstanding as of October 31, 2014. As of December 31, 2014, Harvey SMidCap Fund, LP, a Delaware limited partnership (“SMidCap Fund”), held 78,284 shares of Common Stock and Harvey Master Fund, L.P., a Cayman Islands exempted limited partnership (“Master Fund”), held 227,523 shares of Common Stock. Harvey Partners, LLC, a Delaware limited liability company (“Harvey Partners”), is the investment manager of SMidCap Fund and Master Fund, and as such, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by SMidCap Fund and Master Fund. James A. Schwartz and Jeffrey C. Moskowitz, the Managing Members of Harvey Partners, share voting and investment power with respect to all securities beneficially owned by Harvey Partners. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Harvey Partners is deemed to beneficially own 305,807 shares of Common Stock, or 6.1% of the Common Stock deemed issued and outstanding as of December 31, 2014.

 
 

 

Item 1(a). Name Of Issuer: Oil-Dri Corporation of America

Item 1(b). Address of Issuer’s Principal Executive Offices:

410 North Michigan Avenue, Suite 400

Chicago, Illinois 60611

 

Item 2(a). Name of Person Filing:

Harvey Partners, LLC

Item 2(b). Address of Principal Business Office or, if None, Residence:

551 Fifth Avenue, 36th Floor

New York, NY 10176

 

Item 2(c). Citizenship:

Harvey Partners, LLC, a Delaware limited liability company.

Item 2(d).  Title of Class of Securities:  Common Stock, par value $0.10
Item 2(e).  CUSIP No.:  677864100

Item 3. If This Statement Is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:

Not Applicable.

 
 

Item 4. Ownership

(a) Amount Beneficially Owned                                                                305,807*

 

(b) Percent of Class:                                                                                     6.1%*

 

(c) Number of Shares as to which the person has:

 

(i) sole power to vote or to direct the vote                                     305,807*

 

(ii) shared power to vote or to direct the vote                                           0

 

(iii) sole power to dispose or to direct the disposition of                 305,807*

 

(iv) shared power to dispose or to direct the disposition of                       0

______________________________________________________________________________

* Based on the information set forth in the Quarterly Report on Form 10-Q of Oil-Dri Corporation of America (the “Company”) filed with the Securities and Exchange Commission on December 5, 2014, there were 5,014,942 shares of the Company’s common stock, par value $0.10 (the “Common Stock”), outstanding as of October 31, 2014. As of December 31, 2014, Harvey SMidCap Fund, LP, a Delaware limited partnership (“SMidCap Fund”), held 78,284 shares of Common Stock and Harvey Master Fund, L.P., a Cayman Islands exempted limited partnership (“Master Fund”), held 227,523 shares of Common Stock. Harvey Partners, LLC, a Delaware limited liability company (“Harvey Partners”), is the investment manager of SMidCap Fund and Master Fund, and as such, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by SMidCap Fund and Master Fund. James A. Schwartz and Jeffrey C. Moskowitz, the Managing Members of Harvey Partners, share voting and investment power with respect to all securities beneficially owned by Harvey Partners. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Harvey Partners is deemed to beneficially own 305,807 shares of Common Stock, or 6.1% of the Common Stock deemed issued and outstanding as of December 31, 2014.

 

Item 5. Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the owner of more than five percent of the class of securities, check the following:  [_]

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

 

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not Applicable.

 
 

 

Item 8. Identification and Classification of Members of the Group

 

Not Applicable.

 

Item 9. Notice of Dissolution of Group

 

Not Applicable.

 

Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 13, 2015 

 

HARVEY PARTNERS LLC

 

 

 

By: /s/ Jeffrey C. Moskowitz         

Name: Jeffrey C. Moskowitz

Title: Managing Member

 

 

 

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001)