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: OCTOBER 9, 2007
(Date of earliest event reported)
Commission file number 000-04065
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:
| | 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)) |
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| | o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01Entry Into a Material Definitive Agreement
On October 9, 2007, Lancaster Colony Corporation (the “Company”) entered into an agreement (the “Agreement”) with a group of investors led by Barington Capital Group, L.P. that will avoid a proxy contest for the election of directors at the Company’s 2007 Annual Meeting of Shareholders. A copy of the joint press release announcing the Agreement is attached as Exhibit 99.1 hereto and is incorporated by reference herein. The full text of the Agreement is attached as Exhibit 99.2 hereto and is incorporated by reference herein.
Item 9.01Financial Statements and Exhibits
(c) Exhibits:
| | 99.1 | | Press Release, dated October 9, 2007. |
| |
| | 99.2 | | Agreement by and among the Company, Barington Companies Equity Partners, L.P. and the other parties thereto, dated October 9, 2007. |
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: October 11, 2007 | 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 October 9, 2007 | | Filed herewith |
| | | | | |
| 99.2 | | Agreement by and among the Company, Barington Companies Equity Partners, L.P. and the other parties thereto, dated October 9, 2007 | | Filed herewith |
