-----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, MGwUJi2vdUhzF+tqWmxhv0dJ8Pvq0uTWlvhoFPY6qmJ6rAzcxFS8C6mKCHoRwEBX gCsfi5Pzwfuxmg31s4KPjA== 0000950152-05-007235.txt : 20050824 0000950152-05-007235.hdr.sgml : 20050824 20050824150525 ACCESSION NUMBER: 0000950152-05-007235 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050824 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050824 DATE AS OF CHANGE: 20050824 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: 051045858 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 l15761ae8vk.txt LANCASTER COLONY CORPORATION 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: August 24, 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS (b) On August 24, 2005, Ms. Kerrii B. Anderson voluntarily resigned as a Director of Lancaster Colony Corporation (the "Company"). Ms. Anderson's resignation did not involve a disagreement with the Company on any matter relating to the Company's operations, policies or practices. (d) On August 24, 2005, on the recommendation of the Nominating Committee, the Board of Directors of the Company elected Dr. Neeli Bendapudi as a Class III Director to fill the vacancy created by Ms. Anderson's resignation for a term expiring at the 2006 Annual Meeting of Shareholders. There was no arrangement or understanding between Dr. Bendapudi and any other persons pursuant to which Dr. Bendapudi was selected as a Director. Dr. Bendapudi has not been appointed to any committees of the Board at this time. There are no prior relationships between Dr. Bendapudi and the Company or transactions in which Dr. Bendapudi had any interest. A press release announcing Dr. Bendapudi's election to the Board is attached as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: 99.1 Press Release dated August 24, 2005, 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: August 24, 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 - ------- ----------- ---------- 99.1 Press Release dated August 24, 2005............... Filed herewith EX-99.1 2 l15761aexv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE SYMBOL: LANC Wednesday, August 24, 2005 TRADED: Nasdaq LANCASTER COLONY CONTINUES HIGHER CASH DIVIDEND; DR. NEELI BENDAPUDI JOINS BOARD OF DIRECTORS COLUMBUS, Ohio, Aug. 24 -- Lancaster Colony Corporation (Nasdaq: LANC) announced today that its Board of Directors has declared a quarterly cash dividend of 25 cents per share on the company's common stock, payable September 30, 2005, to shareholders of record on September 9, 2005. The board voted to continue the cash dividend at the higher level set nine months ago. At that time, the company marked 42 consecutive years of increasing cash dividends each year. John B. Gerlach, Jr., chairman and chief executive officer of Lancaster Colony, said, "The dividend reflects the company's continued strong financial position and will be the 169th consecutive quarterly cash dividend paid by the company since September 1963." He noted that this dividend brings the indicated annual payout for the current fiscal year ending June 30, 2006, to $1.00 per share, up from the 98 cents per share paid in the fiscal year ended June 30, 2005. Currently, the company has approximately 34,236,000 common shares outstanding. The company also announced that Dr. Neeli Bendapudi, 41, has been elected to the Board of Directors effective August 24. Dr. Bendapudi is a distinguished associate professor of marketing at The Ohio State University's Fisher College of Business and a marketing consultant. Mr. Gerlach said, "We are very fortunate to have Dr. Bendapudi join our Board of Directors. She has received many teaching honors, including Fisher College awards for teaching at the undergraduate, MBA and Executive MBA levels, and a national Outstanding Marketing Teacher award from The Academy of Marketing Science." Dr. Bendapudi replaces Kerrii B. Anderson, who resigned due to other business time commitments. This news release contains forward-looking statements related to future growth and earnings opportunities. Such statements are based upon certain assumptions and assessments made by management of the company in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes to be appropriate. Actual results may differ as a result of factors over which the company has no, or limited, control including the strength of the economy, slower than anticipated sales growth, the extent of operational efficiencies achieved, the success of new product introductions, price and product competition, and increases in raw materials costs. Management believes these forward-looking statements to be reasonable; however, undue reliance should not be placed on such statements, which are based on current expectations. The company undertakes no obligation to publicly update such forward-looking statements. More detailed statements regarding significant events which could affect the company's financial results are included in the company's Forms 10-K and 10-Q filed with the Securities and Exchange Commission. #### FOR FURTHER INFORMATION: John B. Gerlach, Jr., Chairman and CEO Lancaster Colony Corporation Phone: 614/224-7141 -or- Investor Relations Consultants, Inc. Phone: 727/781-5577 or E-mail: lanc@mindspring.com -----END PRIVACY-ENHANCED MESSAGE-----