1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
------- EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2001
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
------- EXCHANGE ACT OF 1934
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 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
----- -----
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. X
---
The aggregate market value of Common Stock held by non-affiliates on
August 31, 2001 was approximately $920,169,000, based on the closing price of
these shares on that day.
As of August 31, 2001, there were approximately 37,207,000 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 2001 Annual Report to Shareholders - Parts I,
II and IV. Proxy Statement for the Annual Meeting of Shareholders to be held
November 19, 2001; to be filed - Part III. The 2001 Annual Report to
Shareholders and 2001 Proxy Statement shall be deemed to have been "filed" only
to the extent portions thereof are expressly incorporated by reference.
EXHIBIT INDEX ON PAGE 12.
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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,"
"glassware and candles" and "automotive" - which accounted for approximately
47%, 31% and 22%, respectively, of consolidated net sales for the fiscal year
ended June 30, 2001. The financial information relating to business segments for
each of the three years in the period ended June 30, 2001, appearing in Exhibit
13 of this Form 10-K Annual Report, is incorporated herein 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 "T. Marzetti's,"
"Cardini's," "Pfeiffer" and "Girard's"; fruit glazes, vegetable dips and fruit
dips marketed under the brand name "T. Marzetti's"; frozen unbaked pies
marketed under the brand name "Mountain Top"; frozen hearth-baked breads
marketed under the brand names "New York" and "Mamma Bella"; frozen yeast
Parker House style dinner rolls and sweet rolls marketed under the brand name
"Sister Schubert's"; premium dry egg noodles marketed under the brand names
"Inn Maid" and "Amish Kitchen"; frozen specialty noodles and pastas marketed
under the brand name "Reames"; croutons and related products marketed under the
brand names "Chatham Village" and "T. Marzetti's" and caviar marketed under the
brand name "Romanoff." A portion of the registrant's sales in this segment are
also sold under private label to retailers, distributors and restaurants
primarily in the United States.
A significant portion of this segment's product lines is manufactured
by the registrant in 13 plants located throughout the United States. Certain
individual items are manufactured and packaged by third parties located in the
United States under contractual agreements established by the registrant.
The dressings, sauces, croutons, fruit glazes, vegetable dips, fruit
dips, frozen hearth-baked breads and yeast rolls are sold primarily through
salesmen, food brokers and distributors in various metropolitan areas in the
United States with sales being made to retail, club stores and/or 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 small portion of this product line is directed to the
foodservice market.
The dry egg noodles and frozen specialty noodles are sold through
salesmen, food brokers and distributors to retail markets principally in the
central and Midwestern United States.
No single customer accounted for more than 10% of this segment's total
net sales in the current and prior year. Although the registrant is a leading
producer in several of its product categories, all of the markets in which the
registrant sells food products are highly competitive in the areas of price,
quality and customer service.
During fiscal year 2001, the registrant obtained adequate supplies of
raw materials for this segment.
The registrant's firm order backlog at June 30, 2001, in this business
segment, was approximately $14,194,000 as compared to a backlog of approximately
$11,349,000 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.
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Glassware and Candles
---------------------
Candles and other home fragrance products of all sizes, forms and
fragrance are primarily sold to the mass merchandise markets as well as to
supermarkets, drug stores and specialty shops under the brand names
"Candle-lite" and "Lancaster Colony." A portion of the registrant's candle
business is marketed under private label.
Glass products include a broad range of machine pressed and machine
blown consumer glassware and industrial glass products such as lighting
components, cathode ray tubes and lenses.
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," "Colony" and "Fostoria."
Glass vases and containers are sold to both the retail and wholesale
florist markets under the brand names "Brody" and "Indiana Glass" as well as
under private label.
The registrant's glass 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.
The aggregate sales of glassware and candles to two customers accounted for
approximately 32% and 31% of this segment's total net sales during fiscal 2001
and 2000, respectively.
During fiscal year 2001, the registrant obtained adequate supplies of
raw materials for this segment.
The registrant's firm order backlog at June 30, 2001, in this business
segment, was approximately $22,607,000 as compared to approximately $36,164,000
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 under which it operates are not
essential to the overall success of this segment. However, certain trademarks
and licenses are important to this segment's marketing efforts.
Automotive
----------
The registrant manufactures and sells a complete line of rubber, vinyl
and carpeted floor mats to both original equipment manufacturers and aftermarket
retailers. Other products include pickup truck bed mats; running boards; tube
steps; bedliners; tool boxes and other accessories for pickup trucks, vans and
sport utility vehicles; truck and trailer splash guards and quarter fenders; and
accessories such as cup holders, litter caddies and floor consoles. The
automotive aftermarket products are marketed primarily through mass
merchandisers and automotive outlets under the brand name "Rubber Queen" and the
registrant sells bedliners under the "Protecta" trademark and running boards
under the "Dee Zee" brand name, as well as under private labels. The aggregate
sales to two customers accounted for approximately 34% and 32% of this segment's
total net sales during fiscal 2001 and 2000, respectively. No other customer
accounted for more than 10% of this segment's total net sales. Although the
registrant 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 2001, the registrant obtained adequate supplies of
raw materials for this segment.
The registrant's firm order backlog at June 30, 2001, in this business
segment, was approximately $3,554,000 as compared to a backlog of approximately
$5,168,000 as of the end of the preceding fiscal year. Such backlogs do not
reflect certain orders by original equipment manufacturers as, due to its
nature, such information is not readily available. 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.
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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 registrant's consolidated net
sales in any fiscal year from 1999 through 2001:
2001 2000 1999
--------------------------------------------------------------------------------
Specialty Foods:
Retail 25% 22% 21%
Foodservice 22% 20% 19%
Glassware and Candles:
Consumer Table and Giftware 26% 29% 31%
Automotive:
Original Equipment Manufacturers 13% 14% 12%
Aftermarket 9% 10% 12%
Combined net sales from the three segments to Wal-Mart Stores, Inc.
totaled approximately 11% of consolidated fiscal 2001 net sales and 10% of
consolidated net sales for fiscals 2000 and 1999.
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. Pursuant to this Act, with respect to certain of its facilities, the
registrant is required to submit compliance strategies to various regulatory
authorities for review and 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.
Employees
---------
As of June 30, 2001, Lancaster Colony employed approximately 6,000
individuals. Approximately 41% of these employees are represented under various
collective bargaining agreements, which expire from September 2001 to December
2005. No employees are working under expired collective bargaining agreements.
While management believes that labor relations with unionized employees are
good, a prolonged labor dispute could have a material adverse effect on business
and results of operations.
Foreign Operations and Export Sales
-----------------------------------
Foreign operations and export sales have not been significant in the
past and are not expected to be significant in the future based upon existing
operations.
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Item 2. Properties
----------
The registrant uses approximately 6,100,000 square feet of space for
its operations. Of this space, approximately 1,228,000 square feet are leased.
The following table summarizes facilities exceeding 75,000 square feet
of space and which are considered the principal manufacturing and warehousing
operations of the registrant:
Approximate
Location Business Segment(s) Square Feet
-------- ------------------- -----------
Bedford Heights, OH(3) Specialty Foods 81,000
Columbus, OH Specialty Foods 244,000
Coshocton, OH(3) Automotive 630,000
Des Moines, IA(2)(5) Automotive 488,000
Dunkirk, IN Glassware and Candles 729,000
Elkhart, IN Automotive 96,000
Grove City, OH Specialty Foods 195,000
Jackson, OH Automotive and Glassware and Candles 223,000
LaGrange, GA Automotive 211,000
Lancaster, OH Glassware and Candles 465,000
Leesburg, OH(1) Glassware and Candles 875,000
Milpitas, CA(5) Specialty Foods 130,000
Muncie, IN Glassware and Candles 148,000
Sapulpa, OK(4) Glassware and Candles 686,000
Wapakoneta, OH(1) Automotive 239,000
Waycross, GA(1)(3) Automotive 152,000
Wilson, NY Specialty Foods 80,000
(1) Part leased on a monthly basis.
(2) Part leased for term expiring in 2001.
(3) Part leased for term expiring in 2002.
(4) Part leased for term expiring in 2004.
(5) Part leased for term expiring in 2005.
Item 3. Legal Proceedings
-----------------
None
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 19, 2001.
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
August 31, Offices and Executive
Name 2001 Positions Held Officer
---- ------------ -------------- ------------
John B. Gerlach, Jr. 47 Chairman, Chief Executive
Officer, President and
Director 1982
John L. Boylan 46 Treasurer, Vice President,
Assistant Secretary,
Chief Financial Officer and
Director 1990
Larry G. Noble 65 Vice President 1985
Bruce L. Rosa 52 Vice President, Development -
elected July 1, 1998; Executive
Vice President of T. Marzetti
Company (a subsidiary of
Lancaster Colony Corporation)
from 1996 to 1998; Senior
Vice President of T. Marzetti
Company from 1993 to 1996 1998
The above named officers were elected or re-elected to their present
positions at the annual meeting of the Board of Directors on November 20, 2000.
All such persons have been elected to serve until the next annual election of
officers, which shall occur on November 19, 2001 and their successors are
elected or until their earlier resignation or removal.
-6-
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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 the registrant's common stock
during fiscal 2001 and 2000. 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, 2001 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.
The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements made by or on behalf of the registrant.
All statements made by the registrant, other than statements of historical fact,
that address activities, events or developments that the registrant or
management intends, expects, projects, believes or anticipates will or may occur
in the future, are forward-looking statements. Such statements are based upon
certain assumptions and assessments made by management of the registrant in
light of its experience and its perception of historical trends, current
conditions, expected future developments and other factors it believes to be
appropriate. The forward-looking statements included in this Form 10-K Annual
Report are also subject to a number of risks and uncertainties, including but
not limited to economic, competitive, governmental and technological factors
affecting the registrant's operations, markets, customers, products, services
and prices. Specific influences relating to these forward-looking statements
include fluctuations in material costs, the continued solvency of key customers,
efficiencies in plant operations and innumerable other factors. Such
forward-looking statements are not guarantees of future performance, and the
actual results, developments and business decisions may differ from those
contemplated by such forward-looking statements. The registrant undertakes no
obligation to publicly update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Not Applicable
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. Changes In and Disagreements with Accountants 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 19, 2001, which is incorporated
herein by reference.
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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 19,
2001 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 19, 2001 is
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
Not Applicable
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, 2001 and 2000
and for each of the three years in the period ended June 30, 2001,
together with the report thereon of Deloitte & Touche LLP dated
August 22, 2001, 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, 2001,
2000 and 1999
Consolidated Balance Sheets as of June 30, 2001 and 2000
Consolidated Statements of Cash Flows for the years ended June 30,
2001, 2000 and 1999
Consolidated Statements of Shareholders' Equity for the years ended
June 30, 2001, 2000 and 1999
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 2001 Annual Report to
Shareholders:
Independent Auditors' Report
Schedule II - Valuation and Qualifying Accounts for each of the three
years in the period ended June 30, 2001
Supplemental 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.
(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, 2001.
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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 26th day of
September, 2001.
LANCASTER COLONY CORPORATION
(Registrant)
By /S/ John B. Gerlach, Jr.
-----------------------------
John B. Gerlach, Jr.
Chairman, Chief Executive
Officer, President and Director
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, Jr. Chairman, Chief September 13, 2001
--------------------------- Executive Officer, ------------------
John B. Gerlach, Jr. President and Director
/S/ John L. Boylan Treasurer, Vice President, September 17, 2001
--------------------------- Assistant Secretary, ------------------
John L. Boylan Chief Financial Officer
(Principal Financial and
Accounting Officer) and
Director
/S/ Kerrii B. Anderson Director September 13, 2001
--------------------------- ------------------
Kerrii B. Anderson
/S/ Robert L. Fox Director September 13, 2001
--------------------------- ------------------
Robert L. Fox
/S/ Morris S. Halpern Director September 19, 2001
--------------------------- ------------------
Morris S. Halpern
/S/ Robert S. Hamilton Director September 14, 2001
--------------------------- ------------------
Robert S. Hamilton
/S/ Edward H. Jennings Director September 14, 2001
--------------------------- ------------------
Edward H. Jennings
/S/ Henry M. O'Neill, Jr. Director September 14, 2001
--------------------------- ------------------
Henry M. O'Neill, Jr.
/S/ Zuheir Sofia Director September 13, 2001
--------------------------- ------------------
Zuheir Sofia
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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, 2001 and 2000, and for each of
the three years in the period ended June 30, 2001, and have issued our report
thereon dated August 22, 2001; such financial statements and report are included
in your 2001 Annual Report to Shareholders and are incorporated herein by
reference. Our audits also included the consolidated financial statement
schedule of Lancaster Colony Corporation and its subsidiaries, listed in Item
14. This financial statement schedule is 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 schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
/S/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Columbus, Ohio
August 22, 2001
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SCHEDULE II
LANCASTER COLONY CORPORATION
AND SUBSIDIARIES
============================
VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED JUNE 30, 2001
----------------------------------------------------------------------------------------------------------------------------
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, 1999.......................... $2,774,000 $1,789,000 $1,263,000(A) $3,300,000
==================================================================
Year ended June 30, 2000.......................... $3,300,000 $5,081,000 $5,986,000(A) $2,395,000
==================================================================
Year ended June 30, 2001.......................... $2,395,000 $2,038,000 $1,266,000(A) $3,167,000
==================================================================
(A) Represents uncollectible accounts written off net of recoveries.
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LANCASTER COLONY CORPORATION
----------------------------
FORM 10-K
JUNE 30, 2001
INDEX TO EXHIBITS
Exhibit
Number Description Located at
------ ----------- ----------
3.1 Certificate of Incorporation of the registrant
approved by the shareholders November 18, 1991. (i)
.2 Certificate of Amendment to the Articles of Incorporation
approved by the shareholders November 16, 1992. (i)
.3 Certificate of Amendment to the Articles of Incorporation
approved by the shareholders November 17, 1997. (i)
.4 By-laws of the registrant as amended through November 18, 1991. (a)
.5 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. (l)
.2 Rights Agreement dated as of April 20, 2000 between Lancaster
Colony Corporation and The Huntington Trust Company, N.A. (k)
.3 Credit Agreement dated as of February 13, 2001 among Lancaster
Colony Corporation, The Lenders and Bank One, NA, as Agent. (m)
10.1 1981 Incentive Stock Option Plan. (c)
.2 Resolution by the Board of Directors to amend registrant's 1981
Incentive Stock Option Plan approved by the shareholders
November 21, 1983. (d)
.3 Resolution by the Board of Directors to amend registrant's 1981
Incentive Stock Option Plan approved by the shareholders
November 18, 1985. (e)
.4 Resolution by the Board of Directors to amend registrant's 1981
Incentive Stock Option Plan approved by the shareholders
November 19, 1990. (f)
.5 Key Employee Severance Agreement between Lancaster Colony
Corporation and John L. Boylan. (f)
.6 Consulting Agreement by and between Lancaster Colony Corporation
and Morris S. Halpern. (g)
.7 1995 Key Employee Stock Option Plan. (h)
.8 Key Employee Severance Agreement between Lancaster Colony
Corporation and Bruce L. Rosa. (j)
.9 Lancaster Colony Corporation Executive Employee Deferred
Compensation Plan. (l)
13. Annual Report to Shareholders. 2001 Form 10-K
-12-
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21. Significant Subsidiaries of Registrant. 2001 Form 10-K
23. The consent of Deloitte & Touche LLP to the incorporation by
reference in Registration Statements No. 33-39102 and 333-01275
on Form S-8 of their reports dated August 22, 2001, appearing in
and incorporated by reference in this Annual Report on Form 10-K
of Lancaster Colony Corporation for the year ended June 30, 2001. 2001 Form 10-K
(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 Shareholders 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
10-K for the year ended June 30, 1982.
(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, 1984.
(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, 1985.
(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, 1991.
(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, 1993.
(h) Indicates the exhibit is incorporated by reference from the
Lancaster Colony Corporation filing on Form S-8 of its 1995 Key
Employee Stock Option Plan (Registration Statement No.
333-01275).
(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, 1998.
(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, 1999.
(k) Indicates the exhibit is incorporated by reference from filing
as an exhibit to the Lancaster Colony Corporation report on Form
8-A filed April 20, 2000.
(l) 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, 2000.
(m) 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, 2001.
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 2001 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 2001 Annual Report to Shareholders to the Commission
upon request.
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