UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2001
OR
[ ] 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, including area code)
NONE
(Former name, former address and former fiscal year,
if changed since last report)
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, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
As of December 31, 2001, there were approximately 36,783,000 shares of
common stock, no par value per share, outstanding.
Page 1 of 10
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
INDEX
Page No.
--------
Part I. Financial Information
Condensed Consolidated Balance Sheets -
December 31, 2001 and June 30, 2001 3
Condensed Consolidated Statements of Income -
Three Months and Six Months
Ended December 31, 2001 and 2000 4
Condensed Consolidated Statements of Cash Flows -
Six Months Ended December 31, 2001 and 2000 5
Notes to Condensed Consolidated Financial Statements 6
Management's Discussion and Analysis of the Results
of Operations and Financial Condition 7-9
Part II. Other Information
Item 4 - Submission of Matters to a Vote of
Security Holders 10
Item 6 - Exhibits and Reports on Form 8-K 10
Signatures 10
Page 2 of 10
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31 June 30
2001 2001
------------- -------------
(Unaudited)
ASSETS
Current Assets:
Cash and equivalents $ 35,953,000 $ 4,873,000
Receivables (less allowance for doubtful accounts,
December 31, 2001 - $19,316,000; June 30, 2001 - $3,167,000) 113,742,000 107,895,000
Inventories:
Raw materials and supplies 47,995,000 48,435,000
Finished goods and work in process 102,181,000 135,952,000
------------- -------------
Total inventories 150,176,000 184,387,000
Prepaid expenses and other current assets 27,894,000 20,450,000
------------- -------------
Total current assets 327,765,000 317,605,000
Property, Plant and Equipment - At cost 443,358,000 437,138,000
Less Accumulated Depreciation 276,086,000 263,969,000
------------- -------------
Property, plant and equipment - net 167,272,000 173,169,000
Goodwill - net of accumulated amortization 74,500,000 73,397,000
Other Assets 7,007,000 7,766,000
------------- -------------
Total Assets $ 576,544,000 $ 571,937,000
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term bank loans $ 4,500,000
Current portion of long-term debt 1,945,000
Accounts payable $ 40,073,000 41,565,000
Accrued liabilities 48,609,000 44,284,000
------------- -------------
Total current liabilities 88,682,000 92,294,000
Long-Term Debt - Less current portion 1,095,000
Other Noncurrent Liabilities 8,027,000 7,346,000
Deferred Income Taxes 9,699,000 11,301,000
Shareholders' Equity:
Preferred stock - authorized 3,050,000 shares issuable in series;
Class A - $1.00 par value, authorized 750,000 shares;
Class B and C - no par value, authorized 1,150,000 shares each;
outstanding - none
Common stock - authorized 75,000,000 shares; issued
December 31, 2001 - no par value - 47,349,227 shares;
June 30, 2001 - no par value - 47,270,030 shares 57,711,000 55,229,000
Retained earnings 711,543,000 686,722,000
Accumulated other comprehensive income 101,000 99,000
------------- -------------
Total 769,355,000 742,050,000
Less:
Common stock in treasury, at cost December 31, 2001 -
10,566,414 shares; June 30, 2001 - 10,016,814 shares 299,219,000 282,149,000
------------- -------------
Total shareholders' equity 470,136,000 459,901,000
------------- -------------
Total Liabilities and Shareholders' Equity $ 576,544,000 $ 571,937,000
============= =============
See Notes to Condensed Consolidated Financial Statements
Page 3 of 10
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended Six Months Ended
December 31 December 31
2001 2000 2001 2000
------------- ------------- ------------- -------------
Net Sales $ 311,873,000 $ 311,101,000 $ 576,802,000 $ 571,777,000
Cost of Sales 241,520,000 233,861,000 447,132,000 434,006,000
------------- ------------- ------------- -------------
Gross Margin 70,353,000 77,240,000 129,670,000 137,771,000
Selling, General and
Administrative Expenses 42,359,000 28,385,000 68,023,000 53,857,000
------------- ------------- ------------- -------------
Operating Income 27,994,000 48,855,000 61,647,000 83,914,000
Other Income (Expense):
Interest Expense (653,000) (54,000) (913,000)
Interest Income and Other - Net 462,000 109,000 (122,000) (72,000)
------------- ------------- ------------- -------------
Income Before Income Taxes 28,456,000 48,311,000 61,471,000 82,929,000
Taxes Based on Income 11,033,000 18,458,000 23,707,000 31,829,000
------------- ------------- ------------- -------------
Income Before Cumulative Effect
of Accounting Change 17,423,000 29,853,000 37,764,000 51,100,000
Cumulative Effect of Accounting Change,
Net of Tax Benefit of $619,000 (998,000)
------------- ------------- ------------- -------------
Net Income $ 17,423,000 $ 29,853,000 $ 37,764,000 $ 50,102,000
============= ============= ============= =============
Net Income Per Common Share:
Before Cumulative Effect of
Accounting Change:
Basic and Diluted $ .47 $ .79 $ 1.02 $ 1.35
Cumulative Effect of
Accounting Change:
Basic and Diluted $ (.03)
After Cumulative Effect of
Accounting Change:
Basic and Diluted $ .47 $ .79 $ 1.02 $ 1.33
Cash Dividends Per Common Share $ .18 $ .17 $ .35 $ .33
Weighted Average Common Shares
Outstanding:
Basic 36,880,000 37,714,000 37,031,000 37,800,000
Diluted 36,931,000 37,724,000 37,081,000 37,809,000
See Notes to Condensed Consolidated Financial Statements
Page 4 of 10
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
December 31
2001 2000
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 37,764,000 $ 50,102,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 17,486,000 17,617,000
Provision for losses on accounts receivable 16,028,000 687,000
Deferred income taxes and other noncash charges (5,921,000) (367,000)
Loss (gain) on sale of property 87,000 (453,000)
Changes in operating assets and liabilities:
Receivables (21,875,000) (24,615,000)
Inventories 34,211,000 1,917,000
Prepaid expenses and other current assets (2,444,000) (2,702,000)
Accounts payable (1,492,000) 2,106,000
Accrued liabilities 4,425,000 14,715,000
------------ ------------
Net cash provided by operating activities 78,269,000 59,007,000
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions, net of cash acquired (32,444,000)
Payments on property additions (8,734,000) (11,363,000)
Proceeds from sale of property 49,000 712,000
Other - net (3,335,000) (1,090,000)
------------ ------------
Net cash used in investing activities (12,020,000) (44,185,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock (17,070,000) (6,412,000)
Payment of dividends (12,943,000) (12,457,000)
Net change in short-term bank loans (4,500,000) 5,750,000
Payments on long-term debt (3,040,000) (535,000)
Common stock issued upon exercise of stock options 2,382,000 99,000
------------ ------------
Net cash used in financing activities (35,171,000) (13,555,000)
------------ ------------
Effect of exchange rate changes on cash 2,000 (9,000)
------------ ------------
Net change in cash and equivalents 31,080,000 1,258,000
Cash and equivalents at beginning of year 4,873,000 2,656,000
------------ ------------
Cash and equivalents at end of period $ 35,953,000 $ 3,914,000
============ ============
SUPPLEMENTAL DISCLOSURE OF OPERATING CASH FLOWS:
Cash paid during the period for:
Interest $ 90,000 $ 925,000
============ ============
Income taxes $ 24,201,000 $ 20,271,000
============ ============
See Notes to Condensed Consolidated Financial Statements
Page 5 of 10
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED DECEMBER 31, 2001 AND 2000
(1) The interim condensed consolidated financial statements are unaudited
but, in the opinion of management, reflect all adjustments necessary
for a fair presentation of the results of operations and financial
position for such periods. All such adjustments reflected in the
interim condensed consolidated financial statements are considered to
be of a normal recurring nature. The results of operations for any
interim period are not necessarily indicative of results for the full
year. Accordingly, these financial statements should be read in
conjunction with the financial statements and notes thereto contained
in the Company's Annual Report on Form 10-K for the year ended June 30,
2001.
(2) Comparative second quarter and year-to-date unaudited results by
segment are as follows:
Three Months Ended Six Months Ended
December 31 December 31
(Dollars in Thousands) 2001 2000 2001 2000
---------------------------------------------------------------------------------------------------------
NET SALES
Specialty Foods $ 149,728 $ 134,491 $ 285,548 $ 254,389
Glassware and Candles 103,926 118,192 182,583 197,933
Automotive 58,219 58,418 108,671 119,455
-------------------------------------------------------------------------------------------------------
Total $ 311,873 $ 311,101 $ 576,802 $ 571,777
=======================================================================================================
OPERATING INCOME
Specialty Foods $ 28,606 $ 30,740 $ 56,906 $ 54,809
Glassware and Candles (2,687) 19,220 2,709 31,281
Automotive 3,505 525 5,005 928
Corporate expenses (1,430) (1,630) (2,973) (3,104)
-------------------------------------------------------------------------------------------------------
Total $ 27,994 $ 48,855 $ 61,647 $ 83,914
=======================================================================================================
(3) In April 2001, the Emerging Issues Task Force ("EITF") of the Financial
Accounting Standards Board reached a consensus on Issue No. 00-25
"Vendor Income Statement Characterization of Consideration Paid to a
Reseller of the Vendor's Products", which was later codified by EITF
Issue No. 01-9. The EITF concluded that certain sales incentives which
are currently classified as selling expenses are to be recorded as a
reduction of revenue. The consensus on this EITF is effective for
annual or interim periods beginning after December 15, 2001, and the
Company early adopted this guidance during the quarter ended December
31, 2001. As required, certain current year and prior year amounts have
been reclassified from selling expenses to a reduction in net sales for
the three- and six-month periods presented.
In October 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard ("SFAS") No. 144 "Accounting
for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144
provides guidance on the accounting for long-lived assets to be held
and used and for assets to be disposed of through sale or by other
means. SFAS No. 144 is effective for fiscal years beginning after
December 15, 2001. Management has not yet completed its analysis of
this Statement as to its impact on the Company's financial statements
and disclosures.
(4) At December 31, 2001, the Company is a party to various legal and
environmental matters which have arisen in the ordinary course of
business. Such matters did not have a material adverse effect on the
current quarter results of operations and, in the opinion of
management, their ultimate disposition will not have a material adverse
effect on the Company's Condensed Consolidated Financial Statements. In
December 2001, the Company settled litigation originally filed in
fiscal 2001 relating to the alleged receipt of preferential payments
associated with a major customer's bankruptcy filing that occurred in
January 2000. The effect of this settlement on the Company's financial
results for the three and six months ended December 31, 2001 was not
significant.
(5) On January 22, 2002, Kmart Corporation, a customer of the Company,
filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code.
As a result, the Company recorded a provision of approximately $14.3
million in the quarter ended December 31, 2001 to reserve for the full
amount of its accounts receivable exposure.
Also in January 2002, the Company was notified by the U.S. Treasury
Department that they would receive payment under the Continued Dumping
and Subsidy Offset Act of 2000. In February 2002, consistent with this
notice, the Company received a payment of approximately $15 million,
which will be treated as other income in the third fiscal quarter
financial statements.
Page 6 of 10
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
FOR THE PERIODS ENDED DECEMBER 31, 2001 AND 2000
RESULTS OF OPERATIONS
Three Months Ended Six Months Ended
December 31 December 31
(Dollars in Thousands) 2001 2000 2001 2000
-------------------------------------------------------------------------------------------------------
NET SALES
Specialty Foods $ 149,728 $ 134,491 $ 285,548 $ 254,389
Glassware and Candles 103,926 118,192 182,583 197,933
Automotive 58,219 58,418 108,671 119,455
-------------------------------------------------------------------------------------------------------
Total $ 311,873 $ 311,101 $ 576,802 $ 571,777
=======================================================================================================
As reflected above, consolidated net sales of $311,873,000 for the three months
ended December 31, 2001 remained essentially level with the $311,101,000
recorded in the comparable period of fiscal 2001. Consolidated net sales for the
six months ended December 31, 2001 of $576,802,000 increased 1% over the
preceding year's total of $571,777,000.
Within the Specialty Foods segment, sales increases were achieved in excess of
11% and 12% in the respective three- and six-month periods, primarily resulting
from internal growth. An increase in sales of frozen bread products led retail
growth, including that derived from the March 2001 acquisition of the Mamma
Bella product line. Foodservice volumes also increased, primarily as a result of
the growth in larger, national restaurant accounts. Somewhat offsetting this
sales growth was the increase in trade promotional costs, which are netted
against gross sales. Such costs grew at a pace in excess of the segment's sales
due, in part, to a marked curtailment in promotional activities of frozen garlic
bread lines in the second quarter of last year, which reflected the limited
production capacity available at that time. Other factors influencing the
increase in these costs were the product mix and additional support provided for
certain non-frozen product lines.
Net sales of the Glassware and Candles segment declined 12% and 8% for the
respective three- and six-month periods. The generally weaker economic
conditions present in the U.S. appeared to adversely impact the sales of most
product lines within this segment. Sales of this segment's candle products were
also affected by the impact of increased competitive pricing pressures. Net
sales of the Automotive segment were essentially flat for the second quarter and
declined approximately 9% for the six-month period. Less favorable economic
conditions and lower new vehicle production adversely affected demand for this
segment's products. Increased volume associated with new aluminum programs with
OEM accounts mitigated the decline otherwise present.
The Company's consolidated gross margins as a percentage of net sales of 22.6%
and 22.5% declined for both the respective three- and six-month periods ended
December 31, 2001 relative to the 24.8% and 24.1% achieved for the comparable
periods of fiscal 2001. Although automotive margins increased as a result of the
benefits of higher production efficiencies and somewhat lower material costs,
the Company's other two segments experienced a decline in such margins. Lower
margins within the Glassware and Candles segment were attributable to lower
sales levels, the existence of competitive pricing issues and less fixed-cost
overhead absorption associated with a decline in production levels. Glassware
margins were also adversely affected in the most recent quarter by costs
associated with a labor strike occurring at one of the glassware production
facilities. A labor settlement was reached at this location in January 2002.
Natural gas costs associated with glassware production also continued near
historically high levels through December 2001. Margins associated with
specialty food products also declined as a result of the higher promotional
costs discussed above and the presence of somewhat higher, dairy-related raw
material costs.
Consolidated selling, general and administrative costs of $42,359,000 and
$68,023,000 increased 49% and 26%, respectively, from the corresponding fiscal
2001 three- and six-month totals of $28,385,000 and $53,857,000. This increase
is primarily the result of the Glassware and Candles segment incurring a charge
of approximately $14.3 million to reserve for the full amount of its accounts
receivable exposure with Kmart
Page 7 of 10
Corporation, which filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code on January 22, 2002. Sales to Kmart Corporation during fiscal
2001 comprised about 4% of consolidated net sales. Shipments made to Kmart
between December 31, 2001 and the time of its bankruptcy filing were nominal.
Although presently uncertain with respect to volume, the Company's shipments to
Kmart are expected to resume in February 2002.
The foregoing factors contributed to consolidated operating income totaling
$27,994,000 and $61,647,000 for the three- and six-month periods ended December
31, 2001. These amounts represented decreases of 43% and 27% over the
corresponding fiscal 2001 totals of $48,855,000 and $83,914,000. By segment, the
Company's operating income can be summarized as follows:
Three Months Ended Six Months Ended
December 31 December 31
(Dollars in Thousands) 2001 2000 2001 2000
-------------------------------------------------------------------------------------------------------
OPERATING INCOME
Specialty Foods $ 28,606 $ 30,740 $ 56,906 $ 54,809
Glassware and Candles (2,687) 19,220 2,709 31,281
Automotive 3,505 525 5,005 928
Corporate expenses (1,430) (1,630) (2,973) (3,104)
-------------------------------------------------------------------------------------------------------
Total $ 27,994 $ 48,855 $ 61,647 $ 83,914
=======================================================================================================
Components of other income and expense in the consolidated statements of income,
including interest, were affected in the current year by lowered levels of debt
and interest rates. In addition, a gain was recorded in the second quarter of
fiscal 2002 for approximately $1 million related to insurance proceeds from a
casualty loss which occurred in January 2001. Other income for the second
quarter of fiscal 2001 included a gain of approximately $477,000 related to the
sale of idle facilities.
Similar to operating income, net income of $17,423,000 and $37,764,000 for the
three- and six-month periods ended December 31, 2001 declined 42% and 25% over
the corresponding totals of fiscal 2001. However, the prior year's earnings for
six months reflected a charge for the cumulative effect of an accounting change
that totaled $998,000 after taxes. As was further affected by the Company's
share repurchases, fully diluted earnings per share of $.47 and $1.02 for the
three- and six-month periods declined 40% and 23%, respectively, compared to the
preceding year's comparable totals of $.79 and $1.33, after the cumulative
effect of the accounting change.
While net income and earnings per share were not affected, certain current year
and prior year amounts have been reclassified from selling expenses to a
reduction in net sales in order to conform with the consensus reached by the
Emerging Issues Task Force ("EITF") in EITF Issue No. 00-25 and as further
codified by EITF Issue No. 01-9.
FINANCIAL CONDITION
Net cash provided by operating activities for the six months ended December 31,
2001 totaled $78,269,000, which is $19,262,000 greater than the $59,007,000
provided in the six months ended December 31, 2000. This fluctuation in cash
flows primarily resulted from the extent of relative year-over-year changes in
various working capital components. Inventory levels of $150,176,000 at December
31, 2001 decreased by $34,211,000 since June 30, which compares to a decrease of
$1,917,000 during the comparable period of 2000. The greater decline occurring
in 2001 was influenced by management intentionally attempting to rebalance
inventories of non-food products to more appropriate levels on lower sales.
Further initiatives in this regard are being implemented within the Glassware
and Candles segment. The effect on cash flows of the lowered levels of fiscal
2002 net income was partially offset by a non-cash pretax charge of $14.3
million related to the bankruptcy of Kmart Corporation.
Significant investment activities for the first half of fiscal 2002 included
$8,734,000 paid for property additions. Financing activities for the six months
ended December 31, 2001 included $17,070,000 expended for share repurchases and
$12,943,000 for dividends paid. The level of total dividends paid in the current
period increased 4% over that paid in the comparable prior year as the share
reduction resulting from share repurchases
Page 8 of 10
partially offset the impact of a $.01 per share increase in the effective
dividend rate. Approximately 2,051,000 shares remained authorized for future
buyback at December 31, 2001.
Management believes that cash provided from operations and the currently
available bank credit arrangements should be adequate to meet the Company's
foreseeable cash requirements over the remainder of fiscal 2002.
In February 2002, consistent with notice previously provided to the Company by
the U.S. Treasury Department in January, the Company received approximately $15
million under the Continued Dumping and Subsidy Offset Act of 2000 ("CDSOA").
This payment will be treated as other income in the third fiscal quarter
financial statements. This legislation, which applies to the Company's candle
operations, is in its first year of effectiveness and is intended to redress
unfair dumping of imported products through cash payments to eligible affected
companies. Payments to be received in future years under CDSOA are subject to
many variables outside the control of the Company and, accordingly, the related
amounts, if any, are not subject to reasonable estimation at the present time.
In July 2001, the Financial Accounting Standards Board issued two
pronouncements, Statement of Financial Accounting Standard ("SFAS") No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets", relating to the accounting for goodwill and other intangible assets
associated with business combinations. SFAS No. 141 requires the use of the
purchase method of accounting for all business combinations initiated after June
30, 2001 and eliminates the pooling-of-interests method. SFAS No. 142 requires,
among other things, the discontinuance of goodwill amortization for goodwill or
intangibles with indefinite lives and requires at least annual assessments for
impairment. The amortization provisions apply immediately to goodwill and
intangible assets acquired after June 30, 2001 and will apply upon adoption of
SFAS No. 142 in the first quarter of fiscal 2003 for goodwill and intangible
assets recorded on the books at June 30, 2001. Within the first six months of
adoption, the Company will perform the first of the required impairment tests of
goodwill and intangible assets. Any initial adjustments relating to impairment
will be accounted for as a cumulative change in accounting in the year of
adoption. Solely for reference purposes, goodwill amortization incurred during
the first six months of fiscal 2002 totaled approximately $1,321,000. In October
2001, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets". SFAS No. 144 provides guidance on the accounting for
long-lived assets to be held and used and for assets to be disposed of through
sale or by other means. SFAS No. 144 is effective for fiscal years beginning
after December 15, 2001. Management has not yet completed its analyses of these
Statements as to their impact on the Company's financial statements and
disclosures.
SAFE HARBOR STATEMENT
UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:
This Form 10-Q contains forward-looking statements related to
future growth and earnings opportunities. Such statements are
based upon certain assumptions and assessments made by management
of the Company in light of its experience and perception of
historical trends, current conditions, expected future
developments and other factors it believes to be appropriate.
Actual results may differ as a result of factors over which the
Company has no control including the strength of the economy,
slower than anticipated sales growth, the extent of operational
efficiencies achieved, the success of new product introductions,
price and product competition, and increases in raw materials
costs. Management believes these forward-looking statements to be
reasonable; however, undue reliance should not be placed on such
statements, which are based on current expectations. The Company
undertakes no obligation to publicly update such forward-looking
statements. More detailed statements regarding significant events
which could affect the Company's financial results are included
in the Company's Forms 10-K and 10-Q filed with the Securities
and Exchange Commission.
Page 9 of 10
PART II. OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
The registrant held its annual meeting of the shareholders on November
19, 2001. Proxies for the meeting were solicited pursuant to Section 14(a) of
the Securities Exchange Act of 1934. There were no matters discussed or voted
upon at the annual meeting, except for the election of the following three
directors whose term will expire in 2004:
Shares Shares
Voted Shares Not
"For" "Withheld" Voted
------------ ---------- -----------
John L. Boylan 29,819,056 4,168,233 3,174,327
Henry M. O'Neill, Jr. 33,760,462 226,827 3,174,327
Zuheir Sofia 33,724,801 262,488 3,174,327
As of November 19, 2001, the following individuals also continued to
serve as directors of the registrant:
Kerrii B. Anderson Morris S. Halpern
Robert L. Fox Robert S. Hamilton
John B. Gerlach, Jr. Edward H. Jennings
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
Reports on Form 8-K - There were no reports filed on Form 8-K for the
three months ended December 31, 2001.
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 thereunto duly authorized.
LANCASTER COLONY CORPORATION
Date: February 7, 2002 BY: /S/ John B. Gerlach, Jr.
-------------------------- ---------------------------------
JOHN B. GERLACH, JR.
Chairman, Chief Executive
Officer and President
Date: February 7, 2002 BY: /S/ John L. Boylan
-------------------------- ---------------------------------
JOHN L. BOYLAN
Treasurer, Vice President,
Assistant Secretary and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Page 10 of 10