-----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, E604HuYxqjgiBpdkAnE0xy/WfZ0M80I2dfWgO0q/Vntwz2QtxOqRZhrPQzDMGGVx JDUTADl2dE5zYL4ADE5jig== 0000950152-08-004561.txt : 20080611 0000950152-08-004561.hdr.sgml : 20080611 20080611155304 ACCESSION NUMBER: 0000950152-08-004561 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080611 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080611 DATE AS OF CHANGE: 20080611 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: 08893275 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 l31974ae8vk.htm LANCASTER COLONY CORPORATION 8-K Lancaster Colony Corporation 8-K
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: June 11, 2008
(Date of earliest event reported)
 
Lancaster Colony Corporation
(Exact name of registrant as specified in its charter)
Commission file number 000-04065
     
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 8.01   Other Events
     On June 11, 2008, Lancaster Colony Corporation (the “Company”) sold effectively all the operating assets of its automotive accessory operations located in Des Moines, Iowa to certain members of the local management group for approximately $27.5 million in cash, subject to customary post-closing adjustments. This sale price was determined through arms-length negotiation. This transaction results from the Company’s exploration of strategic alternatives among its nonfood operations. The Company anticipates a pretax loss on the transaction of approximately $20 to $22 million, pending customary post-closing adjustments.
     An additional filing on Form 8-K to present proforma financial information and the asset purchase agreement will be filed within the requisite period under Items 2.01 and 9.01.
     A copy of the press release issued by the Company announcing this event is attached as Exhibit 99.1.
Item 9.01   Financial Statements and Exhibits
  (d)   Exhibits:
  99.1   Press Release dated June 11, 2008

 


 

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: June 11, 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 June 11, 2008
  Filed herewith

 

EX-99.1 2 l31974aexv99w1.htm EX-99.1 EX-99.1
Exhibit 99.1
         
FOR IMMEDIATE RELEASE
  SYMBOL:   LANC
Wednesday, June 11, 2008
  TRADED:   Nasdaq
LANCASTER COLONY SELLS AUTOMOTIVE ALUMINUM ACCESSORIES OPERATIONS
     COLUMBUS, Ohio, June 11 — Lancaster Colony Corporation (Nasdaq: LANC) announced today that, as part of its strategic alternative review of nonfood operations, it has sold effectively all the operating assets of its Des Moines, Iowa automotive accessory operations to certain members of the local management group. The primary products manufactured at this location are aluminum truck and van accessories, which generated net sales of approximately $145 million for the fiscal year ended June 30, 2007.
     John B. Gerlach, Jr., chairman and CEO of Lancaster Colony, said, “Similar to several other actions that we have taken over the last 15 months, this divestiture is consistent with our objective to concentrate our future effort and investment in the food sector.”
     This cash transaction is expected to result in a pretax loss of approximately $20 to $22 million, pending customary post-closing adjustments, and completes the divestiture of the company’s automotive businesses.
     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. 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, including the effect of our sale of our Des Moines, Iowa automotive accessory 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:
  Investor Relations Consultants, Inc.
 
  Phone: 727/781-5577 or E-mail: lanc@mindspring.com

 

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