SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 19, 2002
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Date of Report (Date of earliest event
reported)
Oil-Dri Corporation of America
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(Exact name of registrant as specified
in its charter)
Delaware 0-8675 36-2048898
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
410 North Michigan Avenue
Suite 400
Chicago, Illinois 60611-4213
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(Address of principal (Zip Code)
executive offices)
(312) 321-1515
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Registrant's telephone number
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ITEM 5. OTHER EVENTS
On November 19, 2002, the release attached as Exhibit 99 and incorporated herein
by reference was issued, announcing that Oil-Dri Corporation of America has
signed a definitive agreement to purchase the Jonny Cat(R) cat litter business
of A&M Products, a wholly-owned subsidiary of The Clorox Company. Included in
the purchase is a manufacturing plant in Taft, California, and extensive mineral
reserves. The agreement is subject to customary closing conditions, including
Oil-Dri's satisfaction with its due diligence.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits: The following documents are attached as exhibits to this
report:
EXHIBIT
NUMBER DESCRIPTION
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99 Press Release, November 19, 2002
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OIL-DRI CORPORATION OF AMERICA
By: /S/ JEFFREY M. LIBERT
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Jeffrey M. Libert
Vice President and Chief Financial Officer
Date: November 20, 2002
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RELEASE: CONTACT:
Immediate Ronda Williams
312-706-3232
OIL-DRI ANNOUNCES MAJOR ACQUISITION
CHICAGO -- November 19, 2002 -- Oil-Dri Corporation of America (NYSE: ODC)
announced today that it has signed a definitive agreement to purchase the Jonny
Cat(R) cat litter business of A&M Products, a wholly-owned subsidiary of The
Clorox Company (NYSE: CLX). Included in the purchase is a manufacturing plant in
Taft, Calif., and extensive mineral reserves.
The agreement is subject to customary closing conditions including Oil-Dri's
satisfaction with its due diligence. The parties expect to close the transaction
in December.
Oil-Dri President and Chief Executive Officer, Daniel S. Jaffee, commented,
"This agreement fulfills a 60-year dream for Oil-Dri. During our many years in
business, our manufacturing capabilities have been focused primarily east of the
Rocky Mountains. We are very happy to be acquiring this important manufacturing
facility to service the Western United States. At the completion of this
transaction we will be able to competitively fulfill our trade partners' cat box
filler requirements from coast to coast."
Jaffee continued, "We are committed to supporting both Jonny Cat and Cat's
Pride(R) brands, each of which holds a unique position in the cat litter
category. The approximately 100 Taft plant employees have tremendous experience
and expertise and are sure to make this a smooth transition. The plant has
flexible production capabilities and adequate growth capacity."
Jonny Cat litter entered the market in the late 1940s and now has major
distribution in both the western and northeastern parts of the United States
with 75% of the product sold on the West Coast. The brand enjoys a strong market
share in Los Angeles and San Francisco, two very important U.S. markets.
"This strategic acquisition will increase our manufacturing capacity and
distribution on the West Coast," said Jaffee. "It is an opportunity to expand
our relationships with existing customers to a national level and become a
full-line supplier of both branded and private label products to all trade
channels."
Oil-Dri, established in 1941, has been in the cat litter business for over 40
years and is the world's largest manufacturer of cat litter. The company
currently manufactures Jonny Cat litter for the Eastern U.S. under a
co-packaging agreement with Clorox and will continue to supply them with Fresh
Step(R) traditional clay cat litter under a current long-term agreement.
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This purchase includes a manufacturing complex, made up of processing, packaging
and warehouse facilities, located on 172 acres of land in Taft, Calif. The
production plant is supported by extensive mineral reserves. "We believe the
mineral reserves are of the quality and quantity necessary to support and grow
the cat litter, industrial and agricultural carrier businesses," stated Jaffee.
"We feel confident that after integrating this plant into our system, we will be
able to take full advantage of the many marketing, manufacturing and logistical
synergies," added Jaffee.
"This is a cash transaction and is expected to be non-dilutive to earnings in
the short run but accretive to earnings thereafter," said Jaffee.
Oil-Dri operates 11 U.S. and international facilities and manufactures products
for several markets. In business for over 60 years, Oil-Dri is a leader in
sorbent development, serving diverse markets for industrial and automotive,
fluids purification, animal health and nutrition, agricultural carriers and
sports turf products.
Clorox Media Contact: Dan Staublin 510-271-1622
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Oil-Dri Corporation of America is the world's largest manufacturer of cat litter
and a leading supplier of specialty sorbent products for industrial, automotive,
agricultural, horticultural and specialty markets.
This release contains certain forward-looking statements regarding the company's
expected performance for future periods, and actual results for such periods
might materially differ. Such forward-looking statements are subject to
uncertainties which include, but are not limited to, competitive factors in the
consumer market; the level of success in implementation of price increases and
surcharges; changes in overall agricultural demand; changes in the market
conditions, the overall economy, energy prices, and other factors detailed from
time to time in the company's annual report and other reports filed with the
Securities and Exchange Commission.