-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LQDYvwF+D/Hk7dWFUJV0aK6LrTuebyq5vhRSi/afC82Ql5/K03+gp0SFKXyrE5+O KKPCwtoqfUO5/U6N+BU7GQ== 0000074046-04-000036.txt : 20041105 0000074046-04-000036.hdr.sgml : 20041105 20041105155910 ACCESSION NUMBER: 0000074046-04-000036 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041105 DATE AS OF CHANGE: 20041105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JAFFEE INVESTMENT PARTNERSHIP LP CENTRAL INDEX KEY: 0001053172 IRS NUMBER: 362048898 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O OIL-DRI CORP OF AMERICA SUITE 400 STREET 2: 410 N. MICHIGAN AVE. CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3123211515 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OIL DRI CORPORATION 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10781 FILM NUMBER: 041122893 BUSINESS ADDRESS: STREET 1: 410 N MICHIGAN AVE STE 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 CORP OF AMERICA INC DATE OF NAME CHANGE: 19600201 SC 13D/A 1 d131q05fy.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No. 5 OIL-DRI CORPORATION OF AMERICA (Name of Issuer) COMMON STOCK and CLASS B STOCK (IMMEDIATELY CONVERTIBLE INTO COMMON) (Title of Class of Securities) 677864 10 0 ------------ (CUSIP Number) MARYON GRAY, 410 N. MICHIGAN AVE., STE. 400, CHICAGO, IL 60611 312-706-3245 ------------ (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) OCTOBER 21, 2004 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Previous filing on Schedule 13G pursuant to Rule 13d-1(c). Check the following box if a fee is being paid with this statement [ ]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. (Continued on following page(s)) - ------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS, S.S. OR I.R.S. IDENTIFICATION NO. Jaffee Investment Partnership, L.P. 36-4199570 - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX (a) [ ] IF A MEMBER OF A GROUP (b) [X] - ------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------ 4 SOURCE OF FUNDS - ------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States - ------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 1,000,000 Class B Shares SHARES ---------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING PERSON WITH ---------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,000,000 Class B Shares ---------------------------------------------- 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 Class B Shares - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). 68.9% of the Class B Shares and 0% of the Common Shares, together representing 53.9% of the voting power of Issuer's outstanding stock at October 22, 2004. If beneficially owned Class B Shares were converted to Common Shares, total ownership would represent 19.8% of the Common Shares outstanding at October 22, 2004. - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------------ - ------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS, S.S. OR I.R.S. IDENTIFICATION NO. Richard M. Jaffee ###-##-#### - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX (a) [ ] IF A MEMBER OF A GROUP (b) [X] - ------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------ 4 SOURCE OF FUNDS - ------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 231,615 Class B Shares SHARES -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 93,814 Class B Shares REPORTING PERSON WITH -------------------------------------------- 9 SOLE DISPOSITIVE POWER 231,615 Class B Shares -------------------------------------------- 10 SHARED DISPOSITIVE POWER 100 Class B Shares - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 325,429 Class B Shares - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). 22.4% of the Class B Shares and 0% of the Common Shares, together representing 17.5% of the voting power of Issuer's outstanding stock at October 22, 2004. If beneficially owned Class B Shares were converted to Common Shares, total ownership would represent 7.4% of the Common Shares outstanding at October 22, 2004. - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------ - ------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS, S.S. OR I.R.S. IDENTIFICATION NO. Shirley H. Jaffee ###-##-#### - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX (a) [ ] IF A MEMBER OF A GROUP (b) [X] - ------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------ 4 SOURCE OF FUNDS - ------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 93,714 Class B Shares SHARES ---------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 100 Class B Shares EACH REPORTING PERSON WITH ---------------------------------------------- 9 SOLE DISPOSITIVE POWER 93,714 Class B Shares ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 100 Class B. Shares - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,814 Class B Shares - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). 6.5% of the Class B Shares and 0% of the Common Shares, together representing 5.1% of the voting power of Issuer's outstanding stock at October 22, 2004. If beneficially owned Class B Shares were converted to Common Shares, total ownership would represent 2.3% of the Common Shares outstanding at October 22, 2004. - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------ - ------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS, S.S. OR I.R.S. IDENTIFICATION NO. Susan Jaffee Hardin ###-##-#### - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX (a) [ ] IF A MEMBER OF A GROUP (b) [X] - ------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------ 4 SOURCE OF FUNDS - ------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 30,062 Class B Shares SHARES --------------------------------------------- BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER REPORTING 12,000 Class B Shares PERSON WITH 35,653 Common Shares --------------------------------------------- 9 SOLE DISPOSITIVE POWER 30,062 Class B Shares --------------------------------------------- 10 SHARED DISPOSITIVE POWER 100 Common Shares - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,062 Class B Shares 35,653 Common Shares - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). 2.9% of the Class B Shares and 0.9% of the Common Shares, together representing 2.4% of the voting power of Issuer's outstanding stock at October 22, 2004. If beneficially owned Class B Shares were converted to Common Shares, total ownership would represent 1.9% of the Common Shares outstanding at October 22, 2004. - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------ - ------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS, S.S. OR I.R.S. IDENTIFICATION NO. Karen Jaffee Cofsky ###-##-#### - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX (a) [ ] IF A MEMBER OF A GROUP (b) [X] - ------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------ 4 SOURCE OF FUNDS - ------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 36,616 Class B Shares SHARES 59 Common Shares ---------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 65,301 Class B Shares EACH 410 Common Shares REPORTING PERSON WITH ---------------------------------------------- 9 SOLE DISPOSITIVE POWER 36,616 Class B Shares 59 Common Shares ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 301 Class B Shares - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 101,917 Class B Shares 469 Common Shares - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). 6.7% of the Class B Shares and 0% of the Common Shares, together representing 5.3% of the voting power of Issuer's outstanding stock at October 22, 2004. If beneficially owned Class B Shares were converted to Common Shares, total ownership would represent 2.5% of the Common Shares outstanding at October 22, 2004. - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------ - ------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS, S.S. OR I.R.S. IDENTIFICATION NO. Nancy E. Jaffee ###-##-#### - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX (a) [ ] IF A MEMBER OF A GROUP (b) [X] - ------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------ 4 SOURCE OF FUNDS - ------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 28,931 Class B Shares SHARES 4 Common Shares --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 100 Class B Shares REPORTING PERSON WITH --------------------------------------------- 9 SOLE DISPOSITIVE POWER 28,931 Class B Shares 4 Common Shares --------------------------------------------- 10 SHARED DISPOSITIVE POWER 100 Class B Shares - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,031 Class B Shares 4 Common Shares - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). 2.0% of the Class B Shares and 0.0% of the Common Shares, together representing 1.6% of the voting power of Issuer's outstanding stock at October 22, 2004. If beneficially owned Class B Shares were converted to Common Shares, total ownership would represent 0.7% of the Common Shares outstanding at October 22, 2004. - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------ - ------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS, S.S. OR I.R.S. IDENTIFICATION NO. Daniel S. Jaffee ###-##-#### - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX (a) [ ] IF A MEMBER OF A GROUP (b) [X] - ------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------ 4 SOURCE OF FUNDS - ------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 231,085 Class B Shares SHARES 4,900 Common Shares --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 4,352 Class B Shares REPORTING 666 Common Shares PERSON WITH --------------------------------------------- 9 SOLE DISPOSITIVE POWER 231,085 Class B Shares 4,900 Common Shares --------------------------------------------- 10 SHARED DISPOSITIVE POWER 100 Class B Shares - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,437 Class B Shares 5,566 Common Shares - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). 14.3% of the Class B Shares and .1% of the Common Shares, together representing 11.5% of the voting power of Issuer'outstanding stock at October 22, 2004. If beneficially owned Class B Shares were converted to Common Shares, total ownership would represent 5.6% of the Common Shares outstanding at October 22, 2004. - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------ ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock, par value $.10 per share (and the Class B Stock, par value $.10 per share immediately convertible into Common Stock) of Oil-Dri Corporation of America, a Delaware corporation ("Oil-Dri"). Oil-Dri's principal executive offices are located at 410 North Michigan Avenue, Suite 400, Chicago, Illinois 60611. ITEM 2. IDENTITY AND BACKGROUND (a) Name: Jaffee Investment Partnership, L.P. State of Organization: Delaware Principal Business: Investment Address of Principal Business: Oil-Dri Corporation of America 410 North Michigan Avenue Suite 400 Chicago, Illinois 60611 (d) No (e) No * * * * * (a) Richard M. Jaffee (b) Oil-Dri Corporation of America 410 North Michigan Avenue Suite 400 Chicago, Illinois 60611 (c) Chairman of the Board Oil-Dri Corporation of America 410 North Michigan Avenue Suite 400 Chicago, Illinois 60611 (d) No (e) No (f) United States * * * * * (a) Shirley H. Jaffee (b) Oil-Dri Corporation of America 410 North Michigan Avenue Suite 400 Chicago, Illinois 60611 (c) None (d) No (e) No (f) United States * * * * * (a) Susan Jaffee Hardin (b) Oil-Dri Corporation of America 410 North Michigan Avenue Suite 400 Chicago, Illinois 60611 (c) None (d) No (e) No (f) United States * * * * * (a) Karen Jaffee Cofsky (b) Oil-Dri Corporation of America 410 North Michigan Avenue Suite 400 Chicago, Illinois 60611 (c) Vice President of Human Resources Oil-Dri Corporation of America 410 North Michigan Avenue Suite 400 Chicago, Illinois 60611 (d) No (e) No (f) United States * * * * * (a) Nancy E. Jaffee (b) Oil-Dri Corporation of America 410 North Michigan Avenue Suite 400 Chicago, Illinois 60611 (c) None (d) No (e) No (f) United States * * * * * (a) Daniel S. Jaffee (b) Oil-Dri Corporation of America 410 North Michigan Avenue Suite 400 Chicago, Illinois 60611 (c) President and CEO Oil-Dri Corporation of America 410 North Michigan Avenue Suite 400 Chicago, Illinois 60611 (d) No (e) No (f) United States ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION No purchase of securities of Oil-Dri Corporation of America ("Oil-Dri") was involved in the transaction which necessitated the filing of this Amendment No. 5 to Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION The purpose of the transaction initially requiring filing of this Schedule 13D (on January 21, 1998) was to form the Jaffee Investment Partnership, L.P., for estate planning purposes. This 13D was last previously amended by Amendment No. 4, filed on October 15, 2004. This Schedule 13D, since its initial filing, has also reported on the individual ownership of the partners of the Jaffee Investment Partnership, including Daniel S. Jaffee. The transaction which requires the filing of this Amendment No. 5 is the termination by Daniel S. Jaffee of a contract, dated October 15, 2004 and intended to satisfy the requirements of Securities and Exchange Commission Rule 10b5-1, for exercise of employee stock options and sale of the shares of Oil-Dri stock resulting from such exercise ("Rule 10b5-1 Sales Plan" or "Plan"). No transactions were made under the Plan. Thomas F. Cofsky has also entered into a Rule 10b5-1 Sales Plan for exercise of employee stock options and sale of the shares of Oil-Dri securities resulting from such exercise. Mr. Cofsky's spouse, Karen Jaffee Cofsky, a Reporting Person hereunder, shares with him beneficial ownership of shares covered by the Plan. Mr. Cofsky's Plan was disclosed in and attached as an Exhibit to Amendment No. 3 of this 13D. Except as indicated above, no person named in Item 2 has any present plans or proposals which relate to or would result in the acquisition by any person of securities of Oil-Dri or the dispositions of securities of Oil-Dri. No person named in Item 2 has any present plans or proposals which relate to or would result in (i) any extraordinary corporate transaction of Oil-Dri or its subsidiaries, (ii) a sale or transfer of a material amount of assets of Oil-Dri or its subsidiaries, (iii) any change in the board of directors or management of Oil-Dri, (iv) any material change in Oil-Dri's present capitalization, dividend policy, business or corporate structure, (v) any change to Oil-Dri's charter or bylaws or other actions that may impede the acquisition of control of Oil-Dri by any person, (vi) causing Oil-Dri Common Stock to cease to be listed on the New York Stock Exchange, or to become eligible for termination of registration pursuant to Section 12(g)(4) under the Securities Exchange Act of 1934, or (vii) any action similar to those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Aggregate Number and Percentage of Class Beneficially owned The aggregate number and percentage of Class B shares (outstanding at October 22, 2004) beneficially owned by each person named in Item 2 and the aggregate number and percentage of Common Shares (outstanding at October 22, 2004) beneficially owned by each such person is shown below. In addition the percentage of Common Shares which would be beneficially owned by each such person, if his or her Class B shares were converted to Common Shares, is also shown. The percentage of total voting power of all shares beneficially owned by each person is also shown. Note that Class B shares are entitled to 10 votes per share. ============================================================================== Name # of % of # of % of Class B Detail of Class Common Detail of Common % of Shares Class B Share B Shares Common Share Shares Voting Ownership Shares Ownership Power % of Common Shares if Class B Shares Owned Converted to Common ------------------------------------------------------------------------------ Jaffee 1,000,000 68.9% 0 0% Investment ------- Partnership, 19.8% LP Voting Power 53.9% ------------------------------------------------------------------------------ Richard M. 325,429 231,615 shares 22.4% 0 0% Jaffee held by Richard M. ------- Voting Jaffee as 7.4% Power Trustee under 17.5% the Richard M. Jaffee Revocable Trust of 6/21/74. 100 shares held in joint tenancy with spouse. 93,714 shares held by spouse, Shirley H. Jaffee, as trustee under the Shirley H. Jaffee Declaration of Trust of 7/12/93. Mrs. Jaffee has voted these shares consistent with Mr. Jaffee's voting. ============================================================================== ============================================================================== Shirley H. 93,814 93,714 shares 6.5% 0 0% Jaffee held by -------- Shirley H. 2.3% Voting Jaffee, as Power trustee under 5.1%. the Shirley H. Jaffee Declaration of Trust of 7/12/93. 100 shares held in joint tenancy with spouse. ------------------------------------------------------------------------------ Susan 42,062 27,062 shares 2.9% 35,653 100 shares .9% Jaffee held directly. held in joint tenancy with -------- spouse. 1.9% Hardin 3,000 shares Voting held as Power trustee for 35,553 shares 2.4% minor children. held by spouse, 12,000 shares Richard V. are in the Hardin, as form of trustee under employee stock the Richard V. options Hardin exercisable by Declaration of spouse, Trust dated Richard V. 2/24/2003. (2) Hardin, within 60 days of the date of this filing. (1) Mr. Hardin has voted his Mr. Hardin has shares voted his consistent shares with Ms. consistent Hardin's with Ms. voting. Hardin's voting. ------------------------------------------------------------------------------ Karen 101,917 22,366 shares 6.7% 469 59 shares held 0% Jaffee held directly. directly. Cofsky 2.5% 7,500 shares Voting held as Mr. Cofsky has Power trustee for voted his 5.3% minor children. shares consistent 301 shares with Mrs. held in joint Cofsky's tenancy with voting. spouse. 6,750 shares are in the form of employee stock options exercisable within 60 days of the date of this filing. 65,000 shares are in the form of employee stock options exercisable by spouse, Thomas F. Cofsky, within 60 days of the date of this filing. Mr. Cofsky has voted his shares consistent with Mrs. Cofsky's voting. ============================================================================== Nancy E. 29,031 22,931 shares 2.0% 4 Held directly. 0% Jaffee held directly. Voting 6,000 shares .7% Power held as 1.6% trustee for minor children. 100 shares held in joint tenancy with spouse. - ------------------------------------------------------------------------------- Daniel S. 235,437 26,866 shares 14.3% 5,566 4,900 shares .1% Jaffee held directly. held directly. Voting Power 100 shares 666 shares 5.6% 11.5% held in joint held by tenancy with spouse, Heidi spouse. M. Jaffee. 2 shares held by spouse, Mrs. Jaffee Heidi M. has voted her Jaffee. shares consistent 4,500 shares with Mr. held as Jaffee's trustee for voting. minor children. 1,117 shares held as trustee of the Shirley H. Jaffee 1993 Annuity Trust dated 5/17/93. 1,102 shares held as trustee of the Richard M. Jaffee 1993 Annuity Trust dated 5/17/93. 197,500 shares are in the form of employee stock options exercisable within 60 days of the date of this filing. 4,250 shares are in the form of employee stock options exercisable by spouse, Heidi M. Jaffee, within 60 days of the date of this filing. Mrs. Jaffee has voted her shares consistent with Mr. Jaffee's voting. =============================================================================== 1. For Reporting Person Susan Jaffee Hardin, Amendment No. 4 to this Schedule 13D inadvertently omitted 907 Class B Shares in the form of employee stock options held by Richard V. Hardin, the spouse of the Reporting Person. Mr. Hardin's right to exercise these options vested in September 2004. These 907 Class B Shares are included in all tables in this Amendment No. 5. 2. For Reporting Person Susan Jaffee Hardin, Amendment No. 4 to this Schedule 13D inadvertently listed as beneficially owned 2,500 Common Shares in the form of employee stock options held by Richard V. Hardin, the spouse of the Reporting Person; however, Mr. Hardin's right to exercise these options had expired August 29, 2004. (b) The voting power and power of disposition of each person named in Item 2 is shown below. ================================================================================ Sole Shared Detail of Sole Shared Dispos Dispos- Shared Voting Voting Detail of Shared itive itive Dispositive Power Power Voting Power Power Power Power Name - -------------------------------------------------------------------------------- Jaffee 1,000,000 0 1,000,000 0 Investment Class B Class B Partnership, Shares Shares LP - -------------------------------------------------------------------------------- Richard M. 231,615 93,814 93,714 Class B 231,615 100 Held in Jaffee Class B Class shares held by Class B Class joint Shares B Shares spouse, Shirley H. Shares B Shares tenancy Jaffee, as trustee with under the Shirley spouse. H. Jaffee Declaration of Trust of 7/12/93. Mrs. Jaffee has voted these shares consistent with Mr. Jaffee's voting. 100 Class B Shares held in joint tenancy with spouse. - -------------------------------------------------------------------------------- Shirley H. 93,714 100 Held in joint 93,714 100 Held in Jaffee Class B Class tenancy with Class B Class joint Shares B Shares spouse. Shares B Shares tenancy with *Voting spouse. of these shares has been consistent with Mr. Richard M. Jaffee's voting of his shares. - -------------------------------------------------------------------------------- Susan 30,062 12,000 Class B Shares 30,062 100 Held in Jaffee Class B Class B owned by Spouse, Class B Common joint Hardin Shares Shares Richard V. Hardin. Shares Shares tenancy with 35,653 Common Shares spouse. Common consist of 100 Shares shares held in joint tenancy with spouse and 35,553 shares owned by spouse, Richard V. Hardin, as trustee under the Richard V. Hardin Declaration of Trust dated 2/24/2003. Mr. Hardin has voted his shares consistent with Ms. Hardin's voting. ================================================================================ ================================================================================ Karen 36,616 65,301 Class B Shares 36,616 301 Held in Jaffee Class B Class consist of 301 Class B Class joint Cofsky Shares B Shares shares held in Shares B Shares tenancy joint tenancy with with spouse and 65,000 spouse. shares owned by 59 spouse, Thomas F. 59 Common 410 Cofsky. Common Shares Common Shares Shares Common Shares owned by spouse, Thomas F. Cofsky. Mr. Cofsky has voted his shares consistent with Mrs. Cofsky's voting. - -------------------------------------------------------------------------------- Nancy E. 28,931 100 Held in joint 28,931 100 Held in Jaffee Class B Class B tenancy with Class B Class B joint Shares Shares spouse. Shares Shares tenancy (1) with 4 4 spouse. Common Common Shares Shares - -------------------------------------------------------------------------------- Daniel S. 231,085 4,352 Class B Shares 231,085 100 Held in Jaffee Class B Class B consist of 100 Class B Class B joint Shares Shares shares held in Shares Shares tenancy joint tenancy with with 4,900 spouse and 4,252 4,900 spouse. Common 666 shares owned by Common Shares Common spouse, Heidi M. Shares Shares Jaffee. Common Shares are owned by spouse, Heidi M. Jaffee. Mrs. Jaffee has voted her shares consistent with Mr. Jaffee's voting. ================================================================================ 1. For Reporting Person Nancy E. Jaffee, Amendment Nos. 2, 3 and 4 to this Schedule 13D inadvertently understated by 900 Shares her Class B Shares held with sole dispositive power. The correct number of such Class B Shares is 28,931 and is reported in this Amendment No. 5. (c) Transactions in last 60 days for each person named in Item 2 are shown below. ========================================================================= # of Name Date Securities Nature of Transaction Involved - ------------------------------------------------------------------------- Daniel S. Jaffee 10/26/ 868 Class B Transfer of 434 shares from 2004 Shares Richard M. Jaffee Annuity Trust (Daniel S. Jaffee, Trustee) to Richard M. Jaffee Revocable Trust; Transfer of 434 shares from Shirley H. Jaffee Annuity Trust (Daniel S. Jaffee, Trustee) to Shirley H. Jaffee Declaration Trust. - ------------------------------------------------------------------------- Richard M. 10/26/ 434 Class B Receipt by Richard M. Jaffee Jaffee 2004 Shares Revocable Trust of 434 shares from Richard M. Jaffee Annuity Trust (Daniel S. Jaffee, Trustee). - ------------------------------------------------------------------------- Shirley H. 10/26/ 434 Class B Receipt by Shirley H. Jaffee Jaffee 2004 Shares Declaration Trust of 434 shares from Shirley H. Jaffee Annuity Trust (Daniel S. Jaffee, Trustee). ========================================================================= (d) No other person has the right to receive or the power to direct receipt of dividends from, or proceeds from the sale of, such securities. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Rule 10b5-1 Sales Plan adopted by Daniel S. Jaffee on October 15, 2004 was terminated on by letter dated October 21, 2004, prior to any transactions being made under that Plan. The Rule 10b5-1 Sales Plan adopted by Thomas F. Cofsky on March 23, 2004, provides that Mr. Cofsky will exercise employee stock options to purchase up to 20,000 shares of Oil-Dri Class B Stock between April 1, 2004 and March 31, 2005, if the price of Oil-Dri Common Stock reaches various limits as stated in the Plan. The shares acquired upon option exercise pursuant to the Plan will be converted to Common Stock and sold and a portion of the sale proceeds used to pay the option exercise price and Mr. Cofsky's tax obligation. The Limited Partnership Agreement ("Agreement") of the Jaffee Investment Partnership, L.P. provides that, subject to the limitations of the Agreement, the General Partners manage the partnership business, with all rights and powers of general partners as provided in the Delaware Revised Uniform Partnership Act. It further provides that certain decisions (distributions to Partners, sale, assignment or mortgage of, grant of security interest in, or pledge of, a Partnership Interest, borrowing, or lending, or purchasing of any security) cannot be made and, unless otherwise specifically provided in the Agreement, other decisions and acts cannot be taken, unless approved by a majority of the Units held by General Partners; no General Partner holds more than three of the outstanding ten Units. It grants the power and authority over day-to-day decisions to Richard M. Jaffee as Managing General Partner. (Day-to-day decisions include the investment and reinvestment of Partnership assets in any property, including stock of any corporation, and execution of any documents deemed by the Managing General Partner to be necessary for the Partnership to conduct its business.) (See Exhibit 2 to the initial filing of this Schedule 13D, incorporated herein by reference.) Based upon consultation with counsel, the Partnership and its General Partners concluded that the initial filing of the Schedule 13D incorrectly characterized the Partnership and its General Partners as a group, and Amendment No. 1 corrected that characterization. See SOUTHLAND CORPORATION, SEC No Action Letter (1987). The Agreement is not clear as to whether Richard M. Jaffee, as the Managing General Partner, has the power to unilaterally dispose of or vote Oil-Dri stock held by the Partnership, and as to whether, if he has such power, it can be overridden by action of the General Partners by a majority of the Units. Accordingly, based on consultation with counsel, Mr. Jaffee acknowledges the possibility, for purposes of Regulation 13D, that he could be deemed to beneficially own, but disclaims ownership of, the Partnership's 1,000,000 shares of Class B Common Stock (and the 1,000,000 shares of Common Stock into which such Class B Common Stock is convertible), which would be in addition to the Class B Common Stock and Common Stock otherwise shown herein as owned by him. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Exhibit Pursuant To Article 13D-1 (k)(1)(iii) Exhibit 2 Letter dated October 21, 2004 terminating Rule 10b5-1 Sales Plan adopted by Daniel S. Jaffee on October 15, 2004 Exhibit 3 Rule 10b5-1 Sales Plan adopted by Daniel S. Jaffee on October 15, 2004 (1) Exhibit 4 Rule 10b5-1 Sales Plan adopted by Daniel S. Jaffee on March, 23, 2004, as modified April 20, 2004 (2) Exhibit 5 Rule 10b5-1 Sales Plan adopted by Thomas F. Cofsky on March 23, 2004 (3) Exhibit 6 Jaffee Investment Partnership, L.P. Partnership Agreement (4) Exhibit 7 First Amendment to the Jaffee Investment Partnership, L.P. Partnership Agreement (5) Exhibit 8 Power of Attorney (6) 1 Incorporated by reference to Amendment No. 4 to Schedule 13D, dated and filed October 20, 2004 by the Reporting Persons. There were no transactions under this Plan. 2 Incorporated by reference to Amendment No. 3 to Schedule 13D, dated and filed June 14, 2004 by the Reporting Persons. The referenced Plan expired on June 30, 2004 and Daniel S. Jaffee entered into a materially similar Plan on July 1, 2004 which expired October 22, 2004. There were no transactions under either of these Plans. 3 Incorporated by reference to Amendment No. 3 to Schedule 13D, dated and filed June 14, 2004 by the Reporting Persons. 4 Incorporated by reference to Schedule 13D, dated January 19, 1998, filed January 21, 1998 by the Reporting Persons. 5 Incorporated by reference to Amendment No. 2 to Schedule 13D, dated and filed February 19, 1999 by the Reporting Persons. 6 Incorporated by reference to Amendment No. 1 to Schedule 13D, dated November 9, 1998, filed November 10, 1998 by the Reporting Persons. This Amendment No. 5 to Schedule 13D is filed on behalf of all of the persons identified on the Cover Page as Reporting Persons and includes, as Exhibit 1 attached, the agreement of all of those persons that such statement is filed on behalf of each of them. This Amendment also amends the Schedule 13D filed solely by Mr. Richard M. Jaffee, which was last previously amended on February 19, 1999 by Amendment No. 4 to this Schedule 13D, filed October 20, 2004. SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: November 5, 2004 JAFFEE INVESTMENT PARTNERSHIP, L.P. By /s/ RICHARD M. JAFFEE * --------------------------------------- Richard M. Jaffee Managing General Partner /s/ RICHARD M. JAFFEE * --------------------------------------- Richard M. Jaffee /s/ SHIRLEY H. JAFFEE * --------------------------------------- Shirley H. Jaffee /s/ SUSAN JAFFEE HARDIN * --------------------------------------- Susan Jaffee Hardin /s/ KAREN JAFFEE COFSKY * --------------------------------------- Karen Jaffee Cofsky /s/ NANCY E. JAFFEE * --------------------------------------- Nancy E. Jaffee /s/ DANIEL S. JAFFEE * --------------------------------------- Daniel S. Jaffee * By /s/ MARYON GRAY --------------------------------------- Maryon Gray, by Power of Attorney EXHIBIT 1 PURSUANT TO RULE 13d-1 (k) (iii) TO SCHEDULE 13D OIL-DRI CORPORATION OF AMERICA FOR JAFFEE INVESTMENT PARTNERSHIP, L.P. ET AL The statement on Schedule 13D for Jaffee Investment Partnership, L.P. and each of the undersigned is filed on behalf of Jaffee Investment Partnership, L.P. and each of the undersigned. Date: November 5, 2004 JAFFEE INVESTMENT PARTNERSHIP, L.P. By /s/ RICHARD M. JAFFEE * --------------------------------------- Richard M. Jaffee Managing General Partner /s/ RICHARD M. JAFFEE * --------------------------------------- Richard M. Jaffee /s/ SHIRLEY H. JAFFEE * --------------------------------------- Shirley H. Jaffee /s/ SUSAN JAFFEE HARDIN * --------------------------------------- Susan Jaffee Hardin /s/ KAREN JAFFEE COFSKY * --------------------------------------- Karen Jaffee Cofsky /s/ NANCY E. JAFFEE * --------------------------------------- Nancy E. Jaffee /s/ DANIEL S. JAFFEE * --------------------------------------- Daniel S. Jaffee * By /s/ MARYON GRAY --------------------------------------- Maryon Gray, by Power of Attorney EXHIBIT 2 October 21, 2004 VIA FACSIMILE & REGULAR MAIL Suzanne Levirne Executive Financial Services Department Smith Barney 388 Greenwich Street, 18th Floor New York, NY 10013 Fax: 212-816-1164 RE: 10b5-1 Termination of Sales Plan Dated October 15, 2004 SB Account # 383-1D640-15-246 Issuer: Oil-Dri Corporation of America (ODC) Dear Ms. Levirne: I wish to terminate my Rule 10b5-1 Sales Plan dated October 15, 2004 with Smith Barney ("SB"). I understand that this termination will be effective no later than October 25, 2004. This will confirm that, as of the date of this letter of termination, I am not aware of any material non-public information with respect to ODC (Issuer) or its common stock. Please have an authorized representative of SB countersign this letter of termination. Sincerely, /S/ DANIEL S. JAFFEE - ------------------------- Seller - Daniel S. Jaffee Acknowledged by: /S/ MARYON GRAY - ------------------------- Authorized Issuer's Representative Maryon Gray Accepted and Agreed to: Smith Barney /S/ SUZANNE LEVIRNE - ------------------------- Suzanne Levirne Smith Barney, a division and servicemark of Citigroup Global Markets, Inc. -----END PRIVACY-ENHANCED MESSAGE-----