1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K10-K/A No. 1
(Mark One)
_X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED JUNE 30, 1994
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from................. to .................
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, COLUMBUS, OHIO 43215
(Address of principal executive offices) (Zip Code)
614-224-7141
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
-------------------
COMMON STOCK--NO PAR VALUE PER SHARE
(INCLUDING SERIES A PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS)
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.___
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No_____
The aggregate market value of Common Stock held by non-affiliates on
September 1, 1994 was approximately $817,000,000.
As of September 1, 1994, there were approximately 30,057,000 shares of
Common Stock, no par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference to this
annual report: Registrant's 1994 Annual Report to Shareholders - Parts I and
II. Proxy Statement for the Annual Meeting of Shareholders to be held November
21, 1994; to be filed - Part III. The 1994 Annual Report to Shareholders and
1994 Proxy Statement shall be deemed to have been "filed" only to the extent
portions thereof are expressly incorporated by reference.
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PART I
Item 1. BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
Lancaster Colony Corporation was reincorporated in Ohio effective January
2, 1992. Prior to this date Lancaster Colony Corporation had been a Delaware
Corporation organized in 1961. As used herein the term "registrant," unless
the context otherwise requires, refers to Lancaster Colony Corporation and its
subsidiaries.
DESCRIPTION OF AND FINANCIAL INFORMATION ABOUT BUSINESS SEGMENTS
The registrant operates in three business segments - specialty foods,
automotive, and glassware and candles - which accounted for approximately 40%,
33% and 27%, respectively, of consolidated net sales for the fiscal year ended
June 30, 1994. The financial information relating to business segments for the
three years ended June 30, 1994, appearing in Exhibit 13 in this Form 10-K
Annual Report, is incorporated by reference. Further description of each
business segment the registrant operates within is provided below.
SPECIALTY FOODS
The food products manufactured and sold by the registrant include salad
dressings and sauces marketed under the brand names "Marzetti," "Pfeiffer" and
"Girard's"; frozen unbaked pies marketed under the brand names "Mountain Top"
and "Reames"; hearth-baked frozen breads marketed under the brand name "New
York Frozen Foods"; refrigerated chip and produce dips, dairy snacks and
desserts marketed under the brand names "Oak Lake Farms," "Allen" and/or
"Marzetti"; premium dry egg noodles marketed under the brand names "Inn Maid"
and "Amish Kitchen"; frozen specialty noodles, pastas, and breaded specialty
items marketed under the brand name "Reames" and caviar marketed under the
brand name "Romanoff."
The salad dressings and sauces are manufactured in Columbus, Ohio;
Wilson, New York; Atlanta, Georgia and Milpitas, California. The dressings are
sold in various metropolitan areas with sales being made both to retail and
foodservice markets.
The frozen unbaked pies are marketed principally in the midwestern United
States through salesmen and food brokers to institutional distributors and
retail outlets. A significant portion of the frozen bread sales is directed to
the foodservice market.
The refrigerated chip and produce dips, dairy snacks and desserts are
sold through food brokers and distributors primarily in the midwestern and
southeastern parts of the United States. The distribution of these products to
other parts of the country has significantly increased over the last three
years.
The dry egg noodles are marketed by brokers principally in Ohio,
Michigan, Indiana and Kentucky.
The "Reames" line is sold through brokers and distributors in various
metropolitan areas principally in the central and midwestern United States.
This segment is not dependent upon a single customer or a few customers,
the loss of any one or more of which would have a significant adverse effect on
operating results. Although the Company is a leading producer of salad
dressings, all of the markets in which the registrant sells food products are
highly competitive in the areas of price, quality and customer service.
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During fiscal year 1994, the registrant obtained adequate supplies of raw
materials for this segment.
The registrant's firm order backlog at June 30, 1994, in this business
segment, was approximately $3,089,000 as compared to a backlog of approximately
$2,749,000 as of the end of the preceding fiscal year. It is expected that all
of these orders will be filled during the current fiscal year. The operations
of this segment are not affected to any material extent by seasonal
fluctuations. The registrant does not utilize any franchises or concessions in
this business segment. The trade names under which it operates are significant
to the overall success of this segment. However, the patents and licenses
under which it operates are not essential to the overall success of this
segment.
AUTOMOTIVE
The registrant manufactures and sells a complete line of rubber, vinyl
and carpeted car mats both in the aftermarket and to original equipment
manufacturers. Other products are pickup truck bed mats, running boards, bed
liners and other accessories for pickup trucks and vans, truck and trailer
splash guards and quarter fenders, accessories such as tissue holders, litter
caddies and oil drain pans and new car components. The automotive aftermarket
products are marketed primarily through mass merchandisers and automotive
outlets under the name "Rubber Queen" and the registrant sells bed liners under
the "Protecta" and "Line-A-Bed" trademarks, running boards under the "Dee Zee"
name, as well as under private labels. Although minor, rubber matting sales
are also included in this segment. The aggregate sales of two customers
accounted for approximately 32% of this segment's total net sales during 1994.
No other customer accounted for more than 10% of this segment's total net
sales. Although the Company is a market leader in many of its product lines,
all the markets in which the registrant sells automotive products are highly
competitive in the areas of design, price, quality and customer service.
During fiscal year 1994, the registrant obtained adequate supplies of raw
materials for this segment.
The registrant's firm order backlog at June 30, 1994, in this business
segment, was approximately $12,503,000 as compared to a backlog of
approximately $7,257,000 as of the end of the preceding fiscal year. It is
expected that all of these orders will be filled during the current fiscal
year. The operations of this segment are not affected to any material extent
by seasonal fluctuations. The registrant does not utilize any significant
franchises or concessions in this segment. The patents, trademarks and
licenses under which it operates are generally not essential to the overall
success of this segment.
GLASSWARE AND CANDLES
Glass products include a broad range of machine pressed and machine blown
consumer glassware and technical glass products such as cathode ray tubes,
lighting components, lenses and silvered reflectors.
Consumer glassware includes a diverse line of decorative and ornamental
products such as tumblers, bowls, pitchers, jars and barware. These products
are marketed under a variety of trademarks, the most important of which are
"Indiana Glass," "Tiara," "Colony" and "Fostoria." The registrant also
purchases domestic and imported blown glassware which is sold through Colony, a
marketing division, and some domestic handcrafted ware sold through its Tiara
home party marketing plan.
Glass vases and containers are sold both in the retail and wholesale
florist markets under the trade name "Brody" as well as under private label.
Candles of all sizes, forms and scents are sold in the mass merchandise
markets as well as to supermarkets, drug stores and specialty shops under
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the name "Candle-lite." Private label business is also an important part of
the candle market.
The registrant's glass and candle products are sold to discount,
department, variety and drug stores, as well as to jobbers and directly to
retail customers. Commercial markets such as foodservice, hotels, hospitals
and schools are also served by this segment's products. All the markets in
which the registrant sells houseware products are highly competitive in the
areas of design, price, quality and customer service. During 1994, sales of
glassware and candles to one customer accounted for approximately 12% of this
segment's total net sales. No other customer accounted for more than 10% of
this segment's total net sales.
During fiscal year 1994, the registrant obtained adequate supplies of raw
materials for this business segment.
The registrant's firm order backlog at June 30, 1994, in this business
segment, was approximately $24,229,000 as compared to approximately $23,142,000
as of the end of the preceding fiscal year. It is expected that all of these
orders will be filled during the current fiscal year. Seasonal retail stocking
patterns cause certain of this segment's products to experience increased sales
in the first half of the fiscal year. The registrant does not use any
franchises or concessions in this segment. The patents and licenses under
which it operates are not essential to the overall success of this segment.
However, certain trademarks are important to this segment's marketing efforts.
NET SALES BY CLASS OF PRODUCTS
The following table sets forth business segment information with respect
to the percentage of net sales contributed by each class of similar products
which accounted for at least 10% of the Company's consolidated net sales in any
fiscal year from 1992 through 1994.
1994 1993 1992
- - ------------------------------------------------------------------------
Specialty Foods 40% 40% 38%
Automotive:
Aftermarket 18% 18% 20%
Original Equipment Manufacturers 15% 14% 12%
Glassware and Candles:
Consumer Table and Giftware 22% 22% 23%
GENERAL BUSINESS
RESEARCH AND DEVELOPMENT
The estimated amount spent during each of the last three fiscal years on
research and development activities determined in accordance with generally
accepted accounting principles is not considered material.
ENVIRONMENTAL MATTERS
Certain of the registrant's operations are subject to compliance with
various air emission standards promulgated under Title V of the Federal Clean
Air Act. The effective date of compliance with such standards is scheduled to
occur in the registrant's fiscal year ending June 30, 1996. The registrant is
currently developing a compliance strategy to submit to the related Federal
agency for approval. Based upon available information, compliance with the
Federal Clean Air Act provisions, as well as other various Federal, state and
local environmental protection laws and regulations, is not expected to have a
material adverse effect upon the level of capital expenditures, earnings or the
competitive position of the registrant for the remainder of the current and
succeeding fiscal year. See also Item 3 for a discussion of pending
environmental matters.
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EMPLOYEES
The registrant has approximately 5,600 employees.
FOREIGN OPERATIONS AND EXPORT SALES
Financial information relating to foreign operations and export sales
have not been significant in the past and are not expected to be significant in
the future based on existing operations.
Item 2. PROPERTIES
The registrant uses approximately 5,382,000 square feet of space for its
operations. Of this space, approximately 1,560,000 square feet are leased.
The following table summarizes facilities exceeding 50,000 square feet of
space and which are considered the principal manufacturing and warehousing
operations of the registrant:
Approximate
Location Business Segment(s) Square Feet
- - -------- ------------------- -----------
Baltimore, MD (1) Glassware and Candles 245,500
Bedford Hts., OH (2) Specialty Foods 52,800
Blue Ash, OH (3) Glassware and Candles 150,000
Columbus, OH Specialty Foods 150,500
Coshocton, OH (4) Automotive 631,400
Des Moines, IA (5) Automotive 296,000
Dunkirk, IN Glassware and Candles 933,700
Elkhart, IN Automotive 96,000
Jackson, OH Automotive and Glassware and Candles 223,000
LaGrange, GA Automotive 133,100
Lancaster, OH Glassware and Candles 465,300
Leesburg, OH Glassware and Candles 234,900
Milpitas, CA (6) Specialty Foods 130,400
Mississauga, Ontario Automotive 66,000
Newport, TN (7) Automotive 81,000
Sapulpa, OK (8) Glassware and Candles 668,500
St. George, UT Automotive 67,500
Wapakoneta, OH (9) Automotive 163,300
Waycross, GA Automotive 122,500
Wilson, NY Specialty Foods 80,000
(1) Leased until September 30, 1995.
(2) Leased for term expiring 1998 with an option to purchase at
specific occurrences or expiration of lease.
(3) Leased for term expiring 1996.
(4) Part leased on monthly basis.
(5) Part subject to capital lease expiring August 1996. Part leased
for term expiring April 1995. Part leased for term expiring
October 1996.
(6) Part leased for term expiring 1997.
(7) Leased for term expiring May 1996.
(8) Part leased for term expiring in 1997.
(9) Part leased for term expiring 2003 with ownership passing to
registrant at lease expiration.
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Item 3. LEGAL PROCEEDINGS
On January 28, 1991, a cost recovery action under Section 107 of the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA")
was filed against Pretty Products, Inc. ("Pretty Products") and the registrant
in the United States District Court ("Court") for the Southern District of Ohio
in a proceeding styled UNITED STATES VS. PRETTY PRODUCTS, ET AL. The complaint
seeks recovery of response costs allegedly incurred or to be incurred by the
EPA in connection with the cleanup of the Coshocton City Landfill. The
complaint also contains a claim for penalties under Section 104(e) of CERCLA
for an alleged failure to respond properly to certain information requests, but
this claim has been partially settled and the Court has indicated it is not
inclined to award penalties against the registrant or Pretty Products on the
record before it. Pretty Products and the registrant are defending the
complaint on various grounds, among them the defense that the EPA's response
costs are overstated. During fiscal 1994, the parties reached a tentative
settlement of all remaining claims totaling approximately $1,700,000, the full
amount of which has been provided for in the registrant's consolidated
financial statements as of June 30, 1994 and is exclusive of any future
insurance recoveries. The tentative settlement is subject to the approval of
the Department of Justice before it is presented to the Court in the form of a
proposed consent decree. The consent decree will become binding on Pretty
Products and the registrant when it is approved and entered by the Court, which
is expected to occur prior to December 31, 1994. If approved, it is
anticipated the registrant will pay the claims during fiscal 1995. It is the
opinion of management that the ultimate resolution of these matters will not
have a material adverse affect on its financial condition or results of
operations, whether or not it obtains recovery from its insurance companies.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G(3) of Form 10-K, the following list is
included as an unnumbered item in Part I of this Report in lieu of being
included in the Proxy Statement for the Annual Meeting of Shareholders to be
held November 21, 1994.
The following is a list of names and ages of all of the executive officers
of the registrant indicating all positions and offices with the registrant held
by such person and each person's principal occupation or employment during the
past five years. No person other than those listed below has been chosen to
become an executive officer of the registrant.
First
Elected
Age as of an
September 1 Offices and Executive
Name 1994 Positions Held Officer
---- ---------- -------------- ---------
John B. Gerlach 67 Chairman and
Chief Executive
Officer 1961
John L. Boylan 39 Treasurer and
Assistant Secretary 1990
John B. Gerlach, Jr. 40 President, Chief
Operating Officer and
Secretary 1982
Larry G. Noble 58 Vice President 1985
The above named officers were re-elected to their present position at the
annual meeting of the Board of Directors on November 15, 1993. All such
persons have been elected to serve until the next annual election of officers,
which shall occur on November 21, 1994 and their successors are elected or
until their earlier resignation or removal.
John B. Gerlach, Jr. is the son of John B. Gerlach.
Except for Mr. Boylan, each of the executive officers listed above has
served the registrant or its subsidiaries in various executive capacities for
the past five years.
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PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
Reference is made to the "Selected Quarterly Financial Data", appearing
in Exhibit 13 of this Form 10-K Annual Report, for information concerning
market prices and related security holder matters on registrant's common shares
during 1994 and 1993. Such information is incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA
The presentation of selected financial data as of and for the five years
ended June 30, 1994 is included in the "Operations" and "Financial Position"
sections of the "Five Year Financial Summary" appearing in Exhibit 13 of this
Form 10-K Annual Report and is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Reference is made to the "Management's Discussion and Analysis of Results
of Operations and Financial Condition" appearing in Exhibit 13 of this Form
10-K Annual Report. Such information is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary financial information are set
forth in Exhibit 13 of this Form 10-K Annual Report and are incorporated herein
by reference.
Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
For information with respect to the executive officers of the registrant,
see "Executive Officers of the Registrant" at the end of Part I of this report.
For information with respect to the Directors of the registrant, see
"Nomination and Election of Directors" in the Proxy Statement for the Annual
Meeting of Shareholders to be held November 21, 1994, which is incorporated
herein by reference.
Item 11. EXECUTIVE COMPENSATION
Information set forth under the caption "Executive Compensation" in the
Proxy Statement for the Annual Meeting of Shareholders to be held November 21,
1994 is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information set forth under the captions "Nomination and Election of
Directors" and "Security Ownership of Certain Beneficial Owners" in the Proxy
Statement for the Annual Meeting of Shareholders to be held November 21, 1994
is incorporated herein by reference.
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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For information with respect to certain transactions with Directors of
the registrant, see "Other Transactions" in the Proxy Statement for the Annual
Meeting of Shareholders to be held November 21, 1994, which is incorporated
herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS
The consolidated financial statements as of June 30, 1994 and 1993
and for each of the three years in the period ended June 30, 1994,
together with the report thereon of Deloitte & Touche LLP dated
August 30, 1994, appearing in Exhibit 13 of this Form 10-K Annual
Report are incorporated herein by reference.
INDEX TO FINANCIAL STATEMENTS
Consolidated Statements of Income for the years ended June 30,
1994, 1993 and 1992
Consolidated Balance Sheets at June 30, 1994 and 1993
Consolidated Statements of Cash Flows for the years ended June 30,
1994, 1993 and 1992
Consolidated Statements of Shareholders' Equity for the years
ended June 30, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
Independent Auditors' Report
(a) 2. FINANCIAL STATEMENT SCHEDULES REQUIRED BY ITEMS 8 AND 14(d)
Included in Part IV of this report is the following additional
financial data which should be read in conjunction with the
consolidated financial statements in the 1994 Annual Report to
Shareholders.
Independent Auditors' Report
Supplemental Consolidated Schedules for each of the three years
ended June 30, 1994:
Schedule V - Property, Plant and Equipment
Schedule VI - Accumulated Depreciation of Property,
Plant and Equipment
Schedule VIII - Valuation and Qualifying Accounts
Schedule X - Supplementary Income Statement Information
Schedules not included with the additional financial
data have been omitted because they are not applicable
or the required information is shown in the financial
statements or notes thereto.
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(a) 3. EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K AND ITEM 14(c)
See Index to Exhibits attached.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the fourth
quarter of the year ended June 30, 1994.
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on this 21st day of
September, 1994.
LANCASTER COLONY CORPORATION
(Registrant)
By /S/ John B. Gerlach
-------------------------
John B. Gerlach
Chairman, Chief Executive
Officer and Principal
Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/S/ John B. Gerlach Chairman, Chief September 16, 1994
- - --------------------------- Executive Officer and ------------------
John B. Gerlach Principal Financial
Officer
/S/ John B. Gerlach, Jr. President, Chief September 19, 1994
- - --------------------------- Operating Officer ------------------
John B. Gerlach, Jr. and Secretary
/S/ John L. Boylan Treasurer, Assistant September 14, 1994
- - --------------------------- Secretary and Principal ------------------
John L. Boylan Accounting Officer
/S/ Frank W. Batsch Director September 14, 1994
- - --------------------------- ------------------
Frank W. Batsch
/S/ Robert L. Fox Director September 15, 1994
- - --------------------------- ------------------
Robert L. Fox
/S/ Morris S. Halpern Director September 17, 1994
- - --------------------------- ------------------
Morris S. Halpern
/S/ Robert S. Hamilton Director September 15, 1994
- - --------------------------- ------------------
Robert S. Hamilton
/S/ Edward H. Jennings Director September 14, 1994
- - --------------------------- ------------------
Edward H. Jennings
/S/ Richard R. Murphey, Jr. Director September 14, 1994
- - --------------------------- ------------------
Richard R. Murphey, Jr.
/S/ Henry M. O'Neill, Jr. Director September 15, 1994
- - --------------------------- ------------------
Henry M. O'Neill, Jr.
/S/ David J. Zuver Director September 14, 1994
- - --------------------------- ------------------
David J. Zuver
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INDEPENDENT AUDITORS' REPORT
To the Directors and Shareholders of
Lancaster Colony Corporation:
We have audited the consolidated financial statements of Lancaster Colony
Corporation and its subsidiaries as of June 30, 1994 and 1993, and for each of
the three years in the period ended June 30, 1994, and have issued our report
thereon dated August 30, 1994; such financial statements and report are
included in your 1994 Annual Report to Shareholders and are incorporated herein
by reference. Our audits also included the consolidated financial statement
schedules of Lancaster Colony Corporation and its subsidiaries, listed in Item
14. These financial statement schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such consolidated financial statement schedules, when
considered in relation to the basic consolidated financial statements taken as
a whole, present fairly in all material respects the information set forth
therein.
/S/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Columbus, Ohio
August 30, 1994
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LANCASTER COLONY CORPORATION SCHEDULE V
AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
FOR THE THREE YEARS ENDED
JUNE 30, 1994
COLUMN A COLUMN B COLUMN C COLUMN D
-------- -------- -------- --------
BALANCE AT
BEGINNING ADDITIONS
DESCRIPTION OF YEAR AT COST RETIREMENTS
- - ------------------------------------------------------------------------------------------------------------
YEAR ENDED JUNE 30, 1992:
Land........................... $ 3,621,000 $ 192,000
Buildings and improvements..... 57,331,000 $ 1,016,000 11,000
Machinery and equipment........ 164,806,000 16,024,000 7,649,000
--------------------------------------------------------------
TOTAL................. $225,758,000 $17,040,000 $ 7,852,000
==============================================================
YEAR ENDED JUNE 30, 1993:
Land........................... $ 4,587,000 $ 7,000
Buildings and improvements..... 59,373,000 4,060,000 $ 124,000
Machinery and equipment........ 175,035,000 14,854,000 7,774,000
--------------------------------------------------------------
TOTAL................. $238,995,000 $18,921,000 $ 7,898,000
==============================================================
YEAR ENDED JUNE 30, 1994:
Land........................... $ 4,558,000 $ 329,000 $ 81,000
Buildings and improvements..... 63,202,000 2,437,000 572,000
Machinery and equipment........ 182,041,000 20,766,000 8,167,000
--------------------------------------------------------------
TOTAL................. $249,801,000 $23,532,000 $ 8,820,000
==============================================================
COLUMN A COLUMN E COLUMN F
-------- -------- --------
OTHER BALANCE
CHANGES AT END
DESCRIPTION ADD(DEDUCT) OF YEAR
- - -------------------------------------------------------------------------------------
YEAR ENDED JUNE 30, 1992:
Land........................... $ 1,186,000 (A) $ 4,587,000
(28,000)(B)
Buildings and improvements..... 1,117,000 (A) 59,373,000
(80,000)(B)
Machinery and equipment........ 1,965,000 (A) 175,035,000
(111,000)(B)
----------------------------------------
TOTAL................. $ 4,049,000 $238,995,000
========================================
YEAR ENDED JUNE 30, 1993:
Land........................... $ (36,000)(B) $ 4,558,000
Buildings and improvements..... (107,000)(B) 63,202,000
Machinery and equipment........ (74,000)(B) 182,041,000
----------------------------------------
TOTAL................. $ (217,000) $249,801,000
========================================
YEAR ENDED JUNE 30, 1994:
Land........................... $ (75,000)(B) $ 4,731,000
Buildings and improvements..... (75,000)(B) 64,992,000
Machinery and equipment........ (78,000)(B) 194,974,000
412,000 (A)
----------------------------------------
TOTAL................. $ 184,000 $264,697,000
========================================
(A) Represents the cost of property of acquired business.
(B) Represents the effect of foreign currency translation.
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LANCASTER COLONY CORPORATION SCHEDULE VI
AND SUBSIDIARIES
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
FOR THE THREE YEARS ENDED JUNE 30, 1994
COLUMN A COLUMN B COLUMN C COLUMN D
-------- -------- -------- --------
ADDITIONS
BALANCE AT CHARGED TO
BEGINNING COSTS AND
DESCRIPTION OF YEAR EXPENSES RETIREMENTS
- - ---------------------------------------------------------------------------------------------------------
YEAR ENDED JUNE 30, 1992:
Buildings and improvements.... $ 24,854,000 $ 2,736,000 $ 7,000
Machinery and equipment....... 102,765,000 16,085,000 6,822,000
------------------------------------------------------------
TOTAL.............. $127,619,000 $ 18,821,000 $ 6,829,000
============================================================
YEAR ENDED JUNE 30, 1993:
Buildings and improvements.... $ 27,567,000 $ 3,666,000 $ 83,000
Machinery and equipment....... 111,971,000 15,820,000 7,678,000
------------------------------------------------------------
TOTAL.............. $139,538,000 $ 19,486,000 $ 7,761,000
============================================================
YEAR ENDED JUNE 30, 1994:
Buildings and improvements.... $ 31,128,000 $ 2,681,000 $ 470,000
Machinery and equipment....... 120,076,000 17,464,000 7,684,000
------------------------------------------------------------
TOTAL.............. $151,204,000 $ 20,145,000 $ 8,154,000
============================================================
COLUMN A COLUMN E COLUMN F
-------- -------- --------
OTHER BALANCE
CHANGES AT END
DESCRIPTION ADD (DEDUCT) OF YEAR
- - ----------------------------------------------------------------------------
YEAR ENDED JUNE 30, 1992:
Buildings and improvements.... $ (16,000) $ 27,567,000
Machinery and equipment....... (57,000) 111,971,000
--------------------------------
TOTAL.............. $ (73,000)(A) $139,538,000
================================
YEAR ENDED JUNE 30, 1993:
Buildings and improvements.... (22,000) $ 31,128,000
Machinery and equipment....... (37,000) 120,076,000
--------------------------------
TOTAL.............. $ (59,000)(A) $151,204,000
================================
YEAR ENDED JUNE 30, 1994:
Buildings and improvements.... $ (28,000) $ 33,311,000
Machinery and equipment....... (40,000) 129,816,000
--------------------------------
TOTAL.............. $ (68,000)(A) $163,127,000
================================
(A) Represents the effect of foreign currency translation.
14
15
LANCASTER COLONY CORPORATION SCHEDULE VIII
AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED JUNE 30, 1994
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
ADDITIONS
BALANCE AT CHARGED TO BALANCE
BEGINNING COSTS AND AT END
DESCRIPTION OF YEAR EXPENSES DEDUCTIONS OF YEAR
- - ---------------------------------------------------------------------------------------------------------------------------
RESERVES DEDUCTED FROM ASSET TO WHICH
THEY APPLY - Allowance for doubtful
accounts:
Year ended June 30, 1992................. $1,721,000 $2,198,000 $2,034,000(A) $1,885,000
=================================================================
Year ended June 30, 1993................. $1,885,000 $2,096,000 $1,111,000(A) $2,870,000
=================================================================
Year ended June 30, 1994................. $2,870,000 $1,029,000 $1,560,000(A) $2,339,000
=================================================================
(A) Represents uncollectible accounts written off net of recoveries.
15
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LANCASTER COLONY CORPORATION SCHEDULE X
AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE THREE YEARS ENDED JUNE 30, 1994
COLUMN A COLUMN B
-------- --------
CHARGED TO COSTS
AND EXPENSES
----------------------
........YEAR ENDED JUNE 30........
ITEM 1994 1993 1992
- - --------------------------------------------------------------------------------
MAINTENANCE AND REPAIRS................$15,506,000 $13,535,000 $13,383,000
=========================================
ADVERTISING COSTS......................$11,226,000 $11,084,000 $ 9,163,000
=========================================
Other items contained in Rule 12-11 of Regulation S-X have been omitted from
this schedule because such amounts are less than 1% of total net sales.
16
17
LANCASTER COLONY CORPORATION
FORM 10-K10-K/A No. 1
JUNE 30, 1994
INDEX TO EXHIBITS
Located at
Exhibit Manually
Number Description Numbered Page
------- ----------- -------------
3.1 Certificate of Incorporation of the registrant
approved by the shareholders November 18, 1991. (a)*
.2 By-laws of the registrant as amended
through November 18, 1991. (a)*
.3 Certificate of Designation, Rights and
Preferences of the Series A Participating
Preferred Stock of Lancaster Colony Corporation. (b)*
4.1 Specimen Certificate of Common Stock. (i)*
.2 Rights Agreement dated as of April 20, 1990
between Lancaster Colony Corporation and The
Huntington Trust Company, N.A. (c)*
10.1 1981 Incentive Stock Option Plan. (d)*
.2 Resolution by the Board of Directors to amend
registrant's 1981 Incentive Stock Option Plan,
approved by the shareholders November 21, 1983. (e)*
.3 Resolution by the Board of Directors to amend
registrant's 1981 Incentive Stock Option Plan
approved by the shareholders November 18, 1985. (f)*
.4 Employee Stock Ownership Plan and Trust
Agreement. (g)*
.5 Resolution by the Board of Directors to amend
registrant's 1981 Incentive Stock Option Plan
approved by the shareholders November 19, 1990. (h)*
.6 Key Employee Severance Agreement between Lancaster
Colony Corporation and John L. Boylan. (h)*
.7 Consulting Agreement by and between Lancaster
Colony Corporation and Morris S. Halpern (j)*
13. Annual Report to Shareholders. 19-38*
22. Significant Subsidiaries of Registrant. 39*
23. The consent of Deloitte & Touche LLP to the
incorporation by reference in Registration
Statement No. 33-39102 on Form S-8 of their
reports dated August 30, 1994, appearing in
this Annual Report on Form 10-K of Lancaster
Colony Corporation for the year ended
June 30, 1994. 40
27. Financial Data Schedule 41*
*Previously Filed on Form 10-K.
17 18
(a) Indicates the exhibit is incorporated by reference from filing as an annex to the proxy statement of Lancaster Colony
Corporation for the annual meeting of stockholders held November 18, 1991.
(b) Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster Colony Corporation report
on Form 10-Q for the quarter ended March 31, 1990.
(c) Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster Colony Corporation report
on Form 8-K filed April 20, 1990.
(d) Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster Colony Corporation report
on Form 10-K for the year ended June 30, 1982.
(e) Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster Colony Corporation report
on Form 10-K for the year ended June 30, 1984.
(f) Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster Colony Corporation report
on Form 10-K for the year ended June 30, 1985.
(g) Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster Colony Corporation report
on Form 10-K for the year ended June 30, 1987.
(h) Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster Colony Corporation report
on Form 10-K for the year ended June 30, 1991.
(i) Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster Colony Corporation report
on Form 10-K for the year ended June 30, 1992.
(j) Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster Colony Corporation report
on Form 10-K for the year ended June 30, 1993.
Note (1) The registrant and certain of its subsidiaries are parties to
various long-term debt instruments. The amount of securities
authorized under such debt instruments does not, in any case,
exceed 10% of the total assets of the registrant and its
subsidiaries on a consolidated basis. The registrant agrees to
furnish a copy of any such long-term debt instrument to the
Commission upon request.
Note (2) The registrant has included in Exhibit 13 only the specific
Financial Statements and notes thereto of its 1994 Annual Report
to Shareholders which are incorporated by reference in this Form
10-K Annual Report. The registrant agrees to furnish a complete
copy of its 1994 Annual Report to Shareholders to the Commission
upon request.
18