-----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, F86jCHtYTXb8tP4EqyE+Q72B++atNOTzYbSlqX5SXpIW+DCEdMgfsDFLalLyFU7Y BJfrridFZ3qV/Q83wE1HJg== 0000950152-05-000017.txt : 20050103 0000950152-05-000017.hdr.sgml : 20041231 20050103162518 ACCESSION NUMBER: 0000950152-05-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050103 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050103 DATE AS OF CHANGE: 20050103 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: 05502811 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 l11246ae8vk.txt LANCASTER COLONY CORPORATION 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: JANUARY 3, 2005 (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 31, 2004, Lancaster Colony Corporation took action to freeze the Lancaster Colony Corporation Executive Employee Deferred Compensation Plan (the "Plan") effective December 31, 2004. The Plan will remain in existence but no new deferrals will be allowed after December 31, 2004. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: 10.1 2004 Amendment to Lancaster Colony Corporation Executive Employee Deferred Compensation Plan, filed herewith. 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: January 3, 2005 By: /s/JOHN L. BOYLAN ----------------- -------------------------- John L. Boylan Treasurer, Vice President, Assistant Secretary and Chief Financial Officer (Principal Financial and Accounting Officer) INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION LOCATED AT - ------- ----------- ---------- 10.1 2004 Amendment to Lancaster Colony Corporation Executive Employee Deferred Compensation Plan....... Filed herewith EX-10.1 2 l11246aexv10w1.txt EXHIBIT 10.1 Exhibit 10.1 2004 AMENDMENT TO LANCASTER COLONY CORPORATION EXECUTIVE EMPLOYEE DEFERRED COMPENSATION PLAN WHEREAS, Lancaster Colony Corporation, an Ohio corporation ("Lancaster Colony"), established effective as of January 1, 2000, a deferred compensation plan for certain of its and its subsidiaries employees which is known as the Lancaster Colony Corporation Executive Employee Deferred Compensation Plan (the "Plan"); and WHEREAS, the recently enacted American Jobs Creation Act of 2004 added, effective January 1, 2005, a new Section 409A to the Internal Revenue Code of 1986, as amended ("Section 409A"); and WHEREAS, Section 409A significantly impacts the Plan with respect to deferrals of compensation and the crediting of earnings for Plan Years commencing after December 31, 2004; and WHEREAS, in view of the many uncertainties of Section 409A, Lancaster Colony desires to amend the Plan to freeze all Deferred Compensation Accounts under the Plan as of December 31, 2004; and WHEREAS, Section 10.1 of the Plan permits such amendment. NOW, THEREFORE, effective December 31, 2004, the Plan is amended as follows: 1. Section 4.1 is amended by the addition of the following sentence at the end thereof: "Notwithstanding the foregoing, no Participant may make a deferral election for the Plan Year commencing January 1, 2005 or any Plan Year thereafter, and no Deferred Compensation Agreements will be accepted by the Committee with respect to post-December 31, 2004 Compensation (i.e., Compensation earned on and after January 1, 2005)." 2. Section 5.2 is amended by the addition of the following sentence at the end thereof: "Notwithstanding the foregoing, no hypothetical earnings will be credited to any Participant's Deferred Compensation Account for any Plan Year commencing after December 31, 2004." IN WITNESS WHEREOF, Lancaster Colony has caused this 2004 Amendment to the Plan to be executed this 31st day of December 2004, effective as of December 31, 2004. LANCASTER COLONY CORPORATION By: /s/ John L. Boylan --------------------- Title: Treasurer ------------------ -----END PRIVACY-ENHANCED MESSAGE-----