-----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, E7CFUR6MqrL6jasqGv+QF37XHBK/8hupXU4UEVXWSCQokueolZENFdg9buqbx+ZZ LzoD+eUIf6mJ0vTjb6mSNw== 0000950152-08-004271.txt : 20080528 0000950152-08-004271.hdr.sgml : 20080528 20080528140001 ACCESSION NUMBER: 0000950152-08-004271 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080528 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080528 DATE AS OF CHANGE: 20080528 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: 08863100 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 l31864ae8vk.htm LANCASTER COLONY CORPORATION 8-K 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: May 28, 2008
(Date of earliest event reported)
Commission file number 000-04065
 
Lancaster Colony Corporation
(Exact name of registrant as specified in its charter)
     
Ohio
(State or other jurisdiction of
incorporation or organization)
  13-1955943
(I.R.S. Employer Identification No.)
     
37 West Broad Street
Columbus, Ohio

(Address of principal executive offices)
  43215
(Zip Code)
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
     On May 23, 2008, Robert S. Hamilton notified the Lancaster Colony Corporation (the “Company”) Board of Directors (the “Board”) of his intention to resign as a Director of the Company and from the Board’s Audit Committee and Compensation Committee effective May 28, 2008. Mr. Hamilton noted that his resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Hamilton was a member of the class of the Company’s Directors whose term expires at the Annual Meeting of Shareholders in 2009 (the “2009 Class”). To fill the vacancy created by Mr. Hamilton’s resignation, the Board reassigned John L. Boylan, who had been serving as a member of the class of Directors whose term expires at the 2010 Annual Meeting of Shareholders (the “2010 Class”) to the 2009 Class.
     On May 28, 2008, the Board appointed Alan F. Harris as a new Director of the Company. Mr. Harris will serve in the 2010 Class to fill the vacancy created by Mr. Boylan’s reassignment.
     A copy of a press release issued by the Company announcing these events is attached as Exhibit 99.1.
Item 8.01   Other Matters
     Also on May 28, 2008, the Board approved a quarterly dividend of 28 cents per share to be paid on June 30, 2008 to shareholders of record on June 10, 2008.
     A copy of a press release issued by the Company announcing this event is attached as Exhibit 99.1.
Item 9.01   Financial Statements and Exhibits
     (c) Exhibits:
         
       
 
  99.1    
Press Release dated May 28, 2008, 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:      May 28, 2008     
  By:   /s/John L. Boylan
 
       
 
      John L. Boylan
 
      Treasurer, Vice President,
 
      Assistant Secretary,
 
      Chief Financial Officer
 
      and Director
 
      (Principal Financial
 
      and Accounting Officer)

 


 

INDEX TO EXHIBITS
         
Exhibit
       
Number
  Description   Located at
 
       
99.1
  Press Release dated May 28, 2008   Filed herewith

 

EX-99.1 2 l31864aexv99w1.htm EX-99.1 EX-99.1
Exhibit 99.1
         
FOR IMMEDIATE RELEASE
  SYMBOL:   LANC
Wednesday, May 28, 2008
  TRADED:   Nasdaq
LANCASTER COLONY CONTINUES HIGHER CASH DIVIDEND;
NAMES ALAN F. HARRIS AN INDEPENDENT DIRECTOR
     COLUMBUS, Ohio, May 28—Lancaster Colony Corporation (Nasdaq: LANC) announced today that its Board of Directors has declared a quarterly cash dividend of 28 cents per share on the company’s common stock, payable June 30, 2008 to shareholders of record on June 10, 2008. The dividend continues at the higher level set six months ago when the company marked 45 consecutive years of increasing regular cash dividends each year. Lancaster Colony is one of only 21 U.S. companies to have increased regular cash dividends each year for 45 years.
     Alan F. Harris, 53, was appointed to the board as an independent director who meets NASDAQ independence requirements, following the retirement of Robert S. Hamilton, 79, a director since 1985. Mr. Harris retired last year from the Kellogg Company where he served 23 years in senior marketing, sales and operating officer positions, most recently as executive vice president and chief marketing and customer officer. A native of the United Kingdom, he also held marketing positions with Cadbury Schweppes, PLC, after earning his masters degree from Lancaster University (UK).
     John B. Gerlach, Jr., chairman and chief executive officer of Lancaster Colony, said, “We are particularly pleased to have Alan Harris join our board, and we appreciate Bob Hamilton’s many years of constructive service to the company. Our new director brings strong food industry marketing and operating experience, and we look forward to his future contributions to Lancaster Colony.”
     The dividend will be the 180th consecutive quarterly cash dividend paid by the company since September 1963. The indicated annual payout for the current fiscal year ending June 30, 2008 is $1.11, a four percent increase from the $1.07 per share paid in fiscal 2007. Common shares currently outstanding are approximately 28,513,000.
      We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). This news release contains various “forward—looking statements” within the meaning of the PSLRA and other applicable securities laws. Such statements can be identified by the use of the forward-looking words “anticipate,” “estimate,” “project,” “believe,” “intend,” “plan,” “expect,” “hope” or similar words. These statements discuss future expectations; contain projections regarding future developments, operations or financial conditions; or state other forward-looking information. Such statements are based upon assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe to be appropriate. These forward-looking statements involve various important risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed in the forward-looking statements.
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PAGE 2 / LANCASTER COLONY CONTINUES HIGHER CASH DIVIDEND
Actual results may differ as a result of factors over which we have no, or limited, control including, without limitation: the overall strength of the economy; changes in financial markets; slower than anticipated sales growth; the extent of operational efficiencies achieved; the success of new product introductions; price and product competition; increases in energy and raw-material costs; the reaction of customers or consumers to price increases we may implement; our ability to consummate good-fitting acquisitions; and the uncertainty regarding the effect or outcome of our decision to explore strategic alternatives among our nonfood operations. Management believes these forward-looking statements to be reasonable; however, you should not place undue reliance on such statements that are based on current expectations. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update such forward-looking statements. More detailed statements regarding significant events that could affect our financial results are included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as 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

 

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