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 (Date of earliest event reported): February 27, 2020
Lancaster Colony Corporation
(Exact name of registrant as specified in its charter)
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Ohio | | 000-04065 | | 13-1955943 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
380 Polaris Parkway Suite 400 Westerville, Ohio | | 43082 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (614) 224-7141
Not Applicable
(Former name or former address, if changed since last report.)
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 ( see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock, without par value | | LANC | | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement |
On February 27, 2020, T. Marzetti Company (“T. Marzetti”), a wholly-owned subsidiary of Lancaster Colony Corporation, entered into a Design/Build Agreement (the “Agreement”) with Gray Construction, Inc. (“Gray”) pursuant to which Gray will design, coordinate, and build an approximate 194,000 square foot addition onto T. Marzetti’s existing facility in Hart County, Kentucky (the “Project”). This Project will include additional processing, packaging, warehouse, employee facilities, and utilities to double production capabilities of the current operations. Subject to certain conditions in the Agreement, T. Marzetti will pay Gray no more than the guaranteed maximum price of approximately $80 million for the Project. The Agreement contains other terms and conditions that are customary for this type of project. The Project is expected to be completed by July 2021.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
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.
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| | | | Lancaster Colony Corporation |
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Date: February 28, 2020 | | | | By: | | /s/ Matthew R. Shurte |
| | | | | | Matthew R. Shurte |
| | | | | | General Counsel and Secretary |
