0001398432-07-000077.txt : 20070921 0001398432-07-000077.hdr.sgml : 20070921 20070921125511 ACCESSION NUMBER: 0001398432-07-000077 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070921 DATE AS OF CHANGE: 20070921 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LANCASTER COLONY CORP CENTRAL INDEX KEY: 0000057515 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 131955943 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33383 FILM NUMBER: 071128797 BUSINESS ADDRESS: STREET 1: 37 W. BROAD STREET STREET 2: 5TH FLOOR CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142247141 MAIL ADDRESS: STREET 1: 37 W. BROAD STREET STREET 2: 5TH FLOOR CITY: COLUMBUS STATE: OH ZIP: 43215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARINGTON COMPANIES EQUITY PARTNERS L P CENTRAL INDEX KEY: 0001107149 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 7TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129745700 SC 13D/A 1 sch13da5_lancaster.htm SCHEDULE 13D AMENDMENT #5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

(Amendment No. 5)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Lancaster Colony Corporation

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

513847103

(CUSIP Number)

Mr. James A. Mitarotonda

c/o Barington Companies Equity Partners, L.P.

888 Seventh Avenue, 17th Floor

New York, NY 10019

(212) 974-5700

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

September 19, 2007

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: [ ].

(Continued on following pages)

(Page 1 of 13 Pages)

Page 2 of 13 Pages

This Amendment No. 5 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2007, as amended by that certain Amendment No. 1 filed with the SEC on June 18, 2007, that certain Amendment No. 2 filed with the SEC on June 25, 2007, that certain Amendment No. 3 filed with the SEC on July 23, 2007 and that certain Amendment No. 4 filed with the SEC on September 17, 2007 (collectively, the “Statement”) by and on behalf of Barington Companies Equity Partners, L.P. (“Barington”) and others with respect to the common stock, no par value per share (the "Common Stock"), of Lancaster Colony Corporation, an Ohio corporation (the "Company"). The principal executive offices of the Company are located at 37 West Broad Street, Columbus, Ohio 43215.

Item 4.

Purpose of Transaction.

Item 4 of the Statement is hereby amended and supplemented as follows:

On September 19, 2007, Barington delivered to the Secretary of the Company a letter (the “Nomination Letter”) notifying the Company of Barington’s intention to nominate three (3) persons for election to the Board of Directors of the Company at the 2007 Annual Meeting of Shareholders of the Company (the “2007 Annual Meeting”). A copy of the Nomination Letter is attached as Exhibit 99.5 hereto and incorporated herein by reference.

In connection with the Nomination Letter, Barington obtained the consent of each of James A. Mitarotonda, Nick White and Stuart I. Oran to being nominated as a director of the Company, to being named in any proxy statement filed by Barington with respect to such nomination and to serving as a director of the Company if elected.

On September 21, 2007, Barington Capital Group, L.P., an affiliate of Barington, issued a press release announcing that Barington has notified the Company of its intention to nominate three (3) persons for election to the Board of Directors of the Company at the 2007 Annual Meeting of Shareholders. A copy of the press release is attached as Exhibit 99.6 hereto and incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Exhibit No.	Exhibit Description	Page

99.5	Letter, dated September 19, 2006, from Barington to the Secretary of the Company.	7 to 11

99.6	Press Release issued by Barington Capital Group, L.P., dated September 21, 2007.	12 to 13

Page 3 of 13 Pages

SIGNATURES

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

Dated: September 21, 2007

		BARINGTON COMPANIES EQUITY
		PARTNERS, L.P.
		By: Barington Companies Investors, LLC, its general partner

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

BARINGTON COMPANIES INVESTORS, LLC

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

		BARINGTON INVESTMENTS, L.P.
		By: Barington Companies Advisors, LLC, its general partner

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

BARINGTON COMPANIES ADVISORS, LLC.

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

		BENCHMARK OPPORTUNITAS FUND PLC
		By: Barington Offshore Advisors, LLC

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

Page 4 of 13 Pages

BARINGTON OFFSHORE ADVISORS, LLC

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

BARINGTON COMPANIES OFFSHORE FUND, LTD.

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: President

BARINGTON OFFSHORE ADVISORS II, LLC

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

		BARINGTON CAPITAL GROUP, L.P.
		By: LNA Capital Corp., its general partner

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: President and CEO

LNA CAPITAL CORP.

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: President and CEO

	/s/ James A. Mitarotonda
	James A. Mitarotonda

		RJG CAPITAL PARTNERS, L.P.
		By: RJG Capital Management, LLC, its general partner

	By: /s/ Ronald J. Gross
	Name: Ronald J. Gross
	Title: Managing Member

Page 5 of 13 Pages

RJG CAPITAL MANAGEMENT, LLC

	By: /s/ Ronald J. Gross
	Name: Ronald J. Gross
	Title: Managing Member

		/s/ Ronald J. Gross
		Ronald J. Gross

		D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
		By: D.B. Zwirn Partners, LLC, its general partner
		By: Zwirn Holdings, LLC, its managing member

	By: /s/ Daniel B. Zwirn
	Name: Daniel B. Zwirn
	Title: Managing Member

		D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD.
		By: D.B. Zwirn & Co., L.P., its manager
		By: DBZ GP, LLC, its general partner
		By: Zwirn Holdings, LLC, its managing member

	By: /s/ Daniel B. Zwirn
	Name: Daniel B. Zwirn
	Title: Managing Member

		HCM/Z SPECIAL OPPORTUNITIES LLC
		By: D.B. Zwirn & Co., L.P., its manager
		By: DBZ GP, LLC, its general partner
		By: Zwirn Holdings, LLC, its managing member

	By: /s/ Daniel B. Zwirn
	Name: Daniel B. Zwirn
	Title: Managing Member

Page 6 of 13 Pages

		D.B. ZWIRN & CO., L.P.
		By: DBZ GP, LLC, its general partner
		By: Zwirn Holdings, LLC, its managing member

	By: /s/ Daniel B. Zwirn
	Name: Daniel B. Zwirn
	Title: Managing Member

		DBZ GP, LLC
		By: Zwirn Holdings, LLC, its managing member

	By: /s/ Daniel B. Zwirn
	Name: Daniel B. Zwirn
	Title: Managing Member

ZWIRN HOLDINGS, LLC

	By: /s/ Daniel B. Zwirn
	Name: Daniel B. Zwirn
	Title: Managing Member

		/s/ Daniel B. Zwirn
		Daniel B. Zwirn

EX-99.5 2 exh99_5.htm BARINGTON COMPANIES EQUITY PARTNERS LETTER DATED 9/19/07

Page 7 of 13 Pages

Barington Companies Equity Partners, L.P.

888 Seventh Avenue, 17th Floor

New York, New York 10019

September 19, 2007

Secretary

Lancaster Colony Corporation

37 West Broad Street

Columbus, Ohio 43215

Attn: David M. Segal, Esq.

Re:

Notice to the Secretary of Intention to Nominate Persons for Election as Directors at the 2007 Annual Meeting of Shareholders of Lancaster Colony Corporation

Dear Mr. Segal:

Barington Companies Equity Partners, L.P., a Delaware limited partnership (“Barington”), pursuant to Section 2.03 of Article II of the Regulations (the “Regulations”) of Lancaster Colony Corporation, an Ohio corporation (the “Company”), hereby notifies you that it intends to nominate three (3) persons for election to the Board of Directors of the Company (the “Board”) at the 2007 Annual Meeting of Shareholders of the Company, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).

This letter, including the exhibits, schedules and annexes attached hereto, is collectively referred to as the “Notice.” The persons Barington intends to nominate for election to the Board at the Annual Meeting are James A. Mitarotonda, Nick White and Stuart I. Oran (each a “Nominee” and collectively, the “Nominees”).

Pursuant to Section 2.03 of Article II of the Regulations, the undersigned hereby sets forth the following:

(a)

The shareholder giving this Notice and intending to make the nominations set forth herein is Barington Companies Equity Partners, L.P.

(b)

The name and record address of Barington, as we believe they appear on the Company’s books, are Barington Companies Equity Partners, L.P., c/o Barington Capital Group, 888 Seventh Avenue, 17th Floor, New York, New York 10019.

(c)

Barington is the beneficial owner of 490,416 shares of common stock, no par value per share (the “Common Stock”), of the Company, 1,000 shares of which are held of record. For certain information regarding transactions in securities of the Company by Barington during the past two years, see Schedule A attached hereto.

Page 8 of 13 Pages

(d)

We hereby represent that Barington is a holder of record of Common Stock entitled to vote at the Annual Meeting and intends to appear in person or by proxy at the Annual Meeting to nominate the Nominees specified herein.

(e)

Barington has jointly filed a Schedule 13D with respect to the Common Stock with certain other entities pursuant to a joint filing agreement. Reference is made to such Schedule 13D initially filed on March 19, 2007, as it has been and may be amended from time to time (the “Schedule 13D”), as filed and to be filed with the Securities and Exchange Commission (the “SEC”), for information regarding other entities that are or may be deemed to be members in a group described therein (collectively, the “Barington Group”). Certain information concerning Barington and such entities is also set forth in Schedules B-1 and B-2 hereto (without, in either case, conceding that any such information is required to be disclosed in this Notice).

(f)

James A. Mitarotonda is the managing member of the general partner of Barington. Additional information concerning Mr. Mitarotonda’s relationship with Barington and its affiliates is set forth in Schedule B-2 hereto.

(g)

Barington Companies Advisors, LLC, an affiliate of Barington, is compensated for its services as the general partner of Barington Investments, L.P. by an affiliate of Millennium Partners, L.P., the limited partner of Barington Investments, L.P. Barington Investments, L.P. is the beneficial owner of 225,992 shares of Common Stock of the Company.

(h)

Barington Offshore Advisors, LLC, an affiliate of Barington, is compensated for its services as the investment advisor of Benchmark Opportunitas Fund plc by the manager of such fund pursuant to an investment management agreement dated June 2, 2006. Benchmark Opportunitas Fund plc is the beneficial owner of 36,166 shares of Common Stock of the Company.

(i)

Pursuant to a letter agreement dated July 15, 2005, Barington Capital Group, L.P. or one or more of its affiliates is to receive from D.B. Zwirn Special Opportunities Fund, L.P. and/or its affiliates a fee with respect to certain profits D.B. Zwirn Special Opportunities Fund, L.P. and/or its affiliates may derive from their investment in the Common Stock of the Company.

(j)

An affiliate of Barington pays a monthly consulting fee to RJG Capital Management, LLC for certain consulting services it provides to Barington. The arrangement with respect to the foregoing is pursuant to a verbal agreement between the parties.

(k)

Barington expects to enter into agreements with Mr. White and Mr. Oran pursuant to which, among other things, they will be indemnified against certain potential liabilities that might arise in connection with their being named as director nominees and related matters. Barington also intends to reimburse any reasonable and documented out-of-pocket expenses incurred by Mr. White and Mr. Oran in connection with being named on the slate of nominees for election to the Board of Directors of the Company at the Annual Meeting. There is no written agreement between the parties with respect to the foregoing.

-2-

Page 9 of 13 Pages

(l)

Information regarding each Nominee required to be disclosed pursuant to Section 2.03 of Article II of the Regulations is set forth in Exhibits A, B and C attached hereto.

(m)

Each Nominee’s written consent to his nomination, to being named in any Barington proxy statement as a nominee and to serving as a director of the Company if elected is included as Annex A hereto.

In addition to the foregoing, certain further information is set forth in Schedule C hereto (without conceding that any such information is required to be disclosed in this Notice).

Except as set forth in this Notice, including the Exhibits and Schedules hereto, as of the date hereof (i) no Nominee has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past ten years; (ii) no Nominee owns any securities of the Company (or any parent or subsidiary of the Company), directly or indirectly, beneficially or of record, or has purchased or sold any securities of the Company within the past two years, and no associate of any Nominee beneficially owns, directly or indirectly, any securities of the Company; (iii) no Nominee is, or was within the past year, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits or the giving or withholding of proxies; (iv) there is no transaction, or series of similar transactions, since July 1, 2006, or any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $60,000 and in which any Nominee or any associate of any Nominee, or any member of the immediate family of any Nominee or of any associate of any Nominee, had, or will have, a direct or indirect material interest; (v) no Nominee or associate of any Nominee has any arrangement or understanding with any person with respect to (a) any future employment with the Company or its affiliates (except in the capacity as a director) or (b) with respect to any future transactions to which the Company or any of its affiliates will or may be a party; and (vi) no Nominee has any substantial interest, direct or indirect, in the matters to be acted on at the Annual Meeting, except his interest in being nominated and elected as a director.

We trust that this Notice complies in all respects with the Regulations and applicable law. If the Company believes this Notice is incomplete or otherwise deficient in any respect, please notify us in writing immediately of such alleged deficiencies. We reserve the right, following receipt of any such notice, to either challenge, or attempt to cure, any alleged deficiencies. We also reserve the right to give further notice of additional business or nominations to be conducted or made at the Annual Meeting or other meeting of the Company’s shareholders, to revise the nominations described herein, or not to present any one or more nominations described herein.

If this Notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of any of the Nominees at the Annual Meeting, or if any individual Nominee shall be unable to serve for any reason, then in addition to any other rights or remedies Barington may have, this Notice shall continue to be effective with respect to the remaining Nominee(s) and as to any replacement Nominee(s) selected by Barington.

-3-

Page 10 of 13 Pages

We trust that the Board will recognize the interests of all shareholders in the timely scheduling of the Annual Meeting and hold the Annual Meeting as promptly as possible and, in any event, no later than the anniversary of the Company’s 2006 Annual Meeting, and will not impose on the Company and its shareholders the expense and other consequences of an attempt to delay the Annual Meeting or the need for action by a court to compel an annual meeting in accordance with Ohio law.

[Remainder of page intentionally left blank]

-4-

Page 11 of 13 Pages

Please address any correspondence or questions to Barington Companies Equity Partners, L.P., Attention: James A. Mitarotonda, telephone (212) 974-5700, facsimile (212) 586-7684 (with a copy to our counsel, Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York 10036, Attention: Peter G. Smith, Esq., telephone 212-715-9401, facsimile 212-715-8000). The giving of this Notice is not an admission that the procedures for Notice contained in the Regulations are legal, valid or binding, and Barington reserves the right to challenge any such procedures or their application in whole or in part.

		Very truly yours,

		BARINGTON COMPANIES EQUITY
		PARTNERS, L.P.

		By: Barington Companies Investors, LLC, its general partner

	By: /s/ James A. Mitarotonda
	James A. Mitarotonda
	Managing Member

cc:	John B. Gerlach, Jr.

Chairman of the Board, Chief Executive

Officer and President

Lancaster Colony Corporation

37 West Broad Street

Columbus, Ohio 43215

Peter G. Smith, Esq.

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, New York 10036

Roderick H. Willcox, Esq.

Chester Willcox & Saxbe LLP

65 East State Street

Columbus, Ohio 43215

Peter E. Izanec, Esq.

Jones Day

North Point, 901 Lakeside Avenue

Cleveland, Ohio 44114

[Exhibits, Annexes and Schedules Intentionally Omitted]

-5-

EX-99.6 3 exh99_6.htm BARINGTON CAPITAL GROUP PRESS RELEASE DATED 9/21/07

Page 12 of 13 Pages

BARINGTON

BARINGTON CAPITAL GROUP, L.P.

FOR IMMEDIATE RELEASE

MEDIA CONTACT:

September 21, 2007	Somna Maraj
	Edelman

(212) 704-8175

BARINGTON CAPITAL GROUP ANNOUNCES PROXY CONTEST

TO ELECT THREE DIRECTORS TO THE BOARD OF

LANCASTER COLONY CORPORATION

New York, NY, September 21, 2007 – Barington Capital Group, L.P. announced today that one of its affiliates has notified Lancaster Colony Corporation (Nasdaq: LANC) (the “Company”) of its intention to nominate three persons for election to the Board of Directors of the Company at the Company’s 2007 Annual Meeting of Shareholders. The Annual Meeting is scheduled to be held on Monday, November 19, 2007.

Barington has been disappointed with the performance of the Board and lacks confidence in the ability of the current directors, a majority of whom have been in office for 16 years or more, to improve shareholder value for the Company’s public shareholders. As a result, Barington has nominated a slate of three highly qualified individuals to ensure that the interests of the Company’s public shareholders are adequately represented on Lancaster’s nine member Board. If elected, the Barington slate intends to work constructively with the other directors to, among other things, improve the Company’s profitability, share price performance and corporate governance and expedite the divestiture of the Company’s non-core business segments.

The Barington nominees are:

Nick White – Mr. White, 62, is President and Chief Executive Officer of White & Associates, a management consulting firm that he founded in 2000. From 1973 through 2000, Mr. White held numerous executive and management level positions with Wal-Mart Stores, Inc., including Executive Vice President and General Manager of the Supercenter division from 1990 to 2000 and Executive Vice President and General Manager of Sam's Wholesale Club from 1985 through 1989. Mr. White is a director of Playtex Products, Inc. and The Pep Boys – Manny, Moe & Jack.

Stuart Oran – Mr. Oran, 57, is the Managing Member of Roxbury Capital Group LLC, a merchant banking firm. From July 1994 to March 2002, Mr. Oran held a number of senior executive positions at UAL Corporation and its operating subsidiary, United Airlines, including Executive Vice President – Corporate Affairs, Senior Vice President – International (responsibility for United’s business and operations outside the United States and Canada) and President and Chief Executive Officer of Avolar (United’s business aviation business). Prior to joining UAL and United, Mr. Oran was a corporate partner at the law firm of Paul, Weiss, Rifkind, Wharton and Garrison LLP. Mr. Oran is a director of Wendy’s International, Inc.

Page 13 of 13 Pages

James A. Mitarotonda – Mr. Mitarotonda, 53, is the Chairman, President and Chief Executive Officer of Barington Capital Group, L.P. Mr. Mitarotonda has significant experience representing shareholder interests on the boards of publicly traded corporations. He is currently a director of The Pep Boys – Manny, Moe & Jack and A. Schulman, Inc. He has also served as a director of Register.com, Inc., Dynabazaar, Inc. and L Q Corporation, Inc.

About Barington Capital Group:

Barington Capital Group, L.P. is an investment firm that, through its affiliates, primarily invests in undervalued, small and mid-capitalization companies. Barington and its principals are experienced value-added investors who have taken active roles in assisting public companies in creating or improving shareholder value. Barington represents a group of investors that own, in the aggregate, 1,694,321 shares of common stock of Lancaster Colony Corporation, or approximately 5.58% of the outstanding shares of common stock of the Company.

* * * * *

Barington Companies Equity Partners, L.P., an affiliate of Barington Capital Group, L.P., intends to make a preliminary filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement and an accompanying WHITE proxy card to be used to solicit votes for the election of its nominees at the 2007 Annual Meeting of Shareholders of Lancaster Colony Corporation, an Ohio corporation.

BARINGTON COMPANIES EQUITY PARTNERS, L.P. STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ SUCH PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN THE PROXY SOLICITATION. SUCH PROXY STATEMENT, WHEN FILED, AND ANY OTHER RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, SHAREHOLDERS MAY ALSO OBTAIN A COPY OF THE PROXY STATEMENT, WHEN FILED, WITHOUT CHARGE, BY CONTACTING BARINGTON’S PROXY SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLL-FREE NUMBER: (800) 322-2885 OR PROXY@MACKENZIEPARTNERS.COM.

INFORMATION REGARDING CERTAIN PARTIES WHO ARE ANTICIPATED TO BE, OR MAY BE DEEMED TO BE, PARTICIPANTS IN SUCH POTENTIAL PROXY SOLICITATION AND THEIR DIRECT OR INDIRECT INTERESTS IS AVAILABLE IN THE SCHEDULE 14A FILED BY BARINGTON COMPANIES EQUITY PARTNERS, L.P. WITH THE SEC ON SEPETEMBER 17, 2007, A COPY OF WHICH IS AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://SEC.GOV.

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