-----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, G5//gVwrhhdi6klkLx7iy1XF4U0tFa9p097O2Vyf0BdsTpJvpB/b0FB+qK91n+uR Cakv+dTtF71oI2xNVNXeDQ== 0000950152-04-008853.txt : 20041209 0000950152-04-008853.hdr.sgml : 20041209 20041209102945 ACCESSION NUMBER: 0000950152-04-008853 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041209 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20041209 DATE AS OF CHANGE: 20041209 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04065 FILM NUMBER: 041192245 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 8-K 1 l10972ae8vk.txt LANCASTER COLONY 8-K UNITED STATES 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 DATE OF REPORT: DECEMBER 9, 2004 (Date of earliest event reported) COMMISSION FILE NUMBER 0-4065-1 ----------------------- LANCASTER COLONY CORPORATION (Exact name of registrant as specified in its charter) OHIO 13-1955943 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 37 WEST BROAD STREET 43215 COLUMBUS, OHIO (Zip Code) (Address of principal executive offices) 614-224-7141 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 Entry into a Material Definitive Agreement On December 7, 2004, T. Marzetti Company, LLC ("TMC"), an indirect wholly-owned subsidiary of Lancaster Colony Corporation (the "Company"), entered into a Design/Build Agreement (the "Agreement") with Shambaugh and Son, LP ("Shambaugh"), an affiliate of EMCOR Group, Inc. Under terms of the Agreement, TMC has contracted for Shambaugh to design, organize, coordinate, direct and construct a new production facility (the "Project") located in Hart County, Kentucky to be utilized for the manufacture of salad dressings and sauces. Subject to certain conditions, the Agreement provides that the total cost to be charged TMC for Shambaugh's work on the Project is to be within a guaranteed maximum price, as defined, of approximately $44 million. The Agreement contains other terms and conditions addressing issues common to such arrangements and contemplates completion of the project not later than October 2006. The Company intends to file a copy of the Agreement as an Exhibit to its quarterly report to be filed for the period ending December 31, 2004. 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. LANCASTER COLONY CORPORATION ----------------------------------------- (Registrant) Date: December 9, 2004 By: /s/ JOHN L. BOYLAN ------------------ -------------------------------------- John L. Boylan Treasurer, Vice President, Assistant Secretary and Chief Financial Officer (Principal Financial and Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----