-----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, QWMr/zrs+HAwRo1HBLF/OZlhn2ct+CExI2V/vNAnwwXQyKeAxoog5B0y5W3M6s+r o4f7ZJNYm0auf0HfN7vTYQ== 0000950152-07-009184.txt : 20071120 0000950152-07-009184.hdr.sgml : 20071120 20071120133807 ACCESSION NUMBER: 0000950152-07-009184 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071119 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071120 DATE AS OF CHANGE: 20071120 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: 071259235 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 l28934ae8vk.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: November 19, 2007
(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 8.01 Other Matters
     On November 19, 2007, Lancaster Colony Corporation (the “Company”) sold most of the operating assets of its consumer and floral glass operations. This transaction results from the Company’s ongoing exploration of strategic alternatives among its nonfood operations. The Company anticipates a pretax loss on the transaction of approximately $5 — $7 million, pending customary post-closing adjustments.
     A copy of a press release issued by the Company announcing this event is attached as Exhibit 99.1.
     Also on November 19, 2007, the Company’s Board of Directors (“Board”) approved an increased quarterly dividend of 28 cents per share to be paid on December 28, 2007 to shareholders of record on December 10, 2007. The Board also named James B. Bachmann lead independent director. Mr. Bachmann has been a director since 2003.
     Shareholders voting at the Lancaster Colony Corporation Annual Meeting of Shareholders reelected three incumbent directors.
     A copy of a press release issued by the Company announcing these events is attached as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits
     (c) Exhibits:
          99.1      Press Release dated November 19, 2007, filed herewith.
          99.2      Press Release dated November 19, 2007, 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: November 20, 2007
  By:   /s/John L. Boylan
 
       
 
      John L. Boylan
Treasurer, Vice President,
Assistant Secretary and
Chief Financial Officer
and Director
(Principal Financial
and Accounting Officer)

 


 

INDEX TO EXHIBITS
             
Exhibit            
Number   Description   Located at    
 
           
99.1
  Press Release dated November 19, 2007   Filed herewith    
 
           
99.2
  Press Release dated November 19, 2007   Filed herewith    

 

EX-99.1 2 l28934aexv99w1.htm EX-99.1 EX-99.1
 

Exhibit 99.1
     
FOR IMMEDIATE RELEASE
  SYMBOL: LANC
Monday, November 19, 2007
  TRADED: Nasdaq
LANCASTER COLONY SELLS CONSUMER AND FLORAL GLASS OPERATIONS
     COLUMBUS, Ohio, Nov. 19 — Lancaster Colony Corporation (Nasdaq: LANC) announced today that, as part of its strategic alternative review of nonfood operations, it has sold most of the consumer and floral glass operating assets of its Indiana Glass Company and E.O. Brody Company subsidiaries. The buyer is an affiliate of The Anchor Hocking Company, a portfolio company of Monomoy Capital Partners, L.P. and a leading North American designer, manufacturer and distributor of glassware to the retail, foodservice and specialty markets. Products associated with these operations generated net sales of approximately $53 million during the fiscal year ended June 30, 2007, and these sales were modestly accretive to the fiscal 2007 operating results.
     John B. Gerlach, Jr., chairman and CEO of Lancaster Colony, said, “Similar to a number of fiscal 2007 divestitures, this sale 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 $5 — $7 million, pending customary post-closing adjustments.
     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 the strength of the economy, changes in the financial markets, slower than anticipated sales growth, the extent of operational efficiencies achieved, the success of new product introductions, price and product competition, and increases in energy and raw-material costs. Management believes these forward-looking statements to be reasonable; however, undue reliance should not be placed on such statements that are based on current expectations. We undertake no obligation to update such forward-looking statements. Specific influences relating to forward-looking statements in this news release are numerous, including the uncertainty regarding the extent of post-closing adjustments and the performance of the buyer under the related supply agreements. More detailed statements regarding significant events that could affect our financial results are included in our annual report on Form 10-K 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

EX-99.2 3 l28934aexv99w2.htm EX-99.2 EX-99.2
 

Exhibit 99.2
     
FOR IMMEDIATE RELEASE
  SYMBOL: LANC
Monday, November 19, 2007
  TRADED: Nasdaq
LANCASTER COLONY INCREASES CASH DIVIDEND; REELECTS THREE DIRECTORS;
NAMES BACHMANN LEAD INDEPENDENT DIRECTOR
     COLUMBUS, Ohio, Nov. 19 — Lancaster Colony Corporation (Nasdaq: LANC) announced today that its Board of Directors has increased the quarterly cash dividend marking 45 years of increasing cash dividends each year. Lancaster Colony is one of only 21 U.S. companies to have increased cash dividends each year for 45 years. The board declared a cash dividend of 28 cents per share on the company’s common stock, payable December 28, 2007 to shareholders of record on December 10, 2007. As of the record date for today’s annual shareholder meeting, there were 30,200,812 common shares outstanding.
     Shareholders voting at the annual meeting reelected three incumbent directors. They are John L. Boylan, 52, chief financial officer, vice president and treasurer of the company; Henry M. O’Neill, Jr., 72, chairman and chief executive officer of IRTH Solutions, Inc., a voice response systems company; and Zuheir Sofia, 63, chairman of Sofia & Company, Inc., a financial advisory firm.
     The board also named James B. Bachmann, 64, lead independent director. He has been a director of Lancaster Colony since 2003, and is also a director of Abercrombie & Fitch Co.
     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 178th consecutive quarterly cash dividend paid by the company since September 1963.” He noted that the indicated annual payout for the current fiscal year ending June 30, 2008 is $1.11, an increase of four percent over the $1.07 paid in fiscal 2007.
     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 the strength of the economy, changes in the financial markets, slower than anticipated sales growth, the extent of operational efficiencies achieved, the success of new product introductions, price and product competition, and increases in energy and raw-material costs. Management believes these forward-looking statements to be reasonable; however, undue reliance should not be placed on such statements that are based on current expectations. We undertake no obligation to update such forward-looking statements. Specific influences relating to forward-looking statements are numerous, including the uncertainty regarding the effect or outcome of our decision to explore strategic alternatives among our nonfood operations. More detailed statements regarding significant events that could affect our financial results are included in our annual report on Form 10-K 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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