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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<Table>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</Table>
LANCASTER COLONY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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[LANCASTER COLONY LOGO]
37 WEST BROAD STREET
COLUMBUS, OHIO 43215
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 18, 2002
The annual meeting of shareholders of Lancaster Colony Corporation (the
"Corporation") will be held at 11:00 a.m., Eastern Standard Time, November 18,
2002, in the Executive Meeting Room of the Hyatt on Capitol Square, 75 East
State Street, Columbus, Ohio 43215.
The meeting will be held for the following purposes:
1. To elect three directors for a term which expires in 2005.
2. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
By action of the Board of Directors, only persons who are holders of
record of shares of the Corporation at the close of business on September 20,
2002 will be entitled to notice of and to vote at the meeting.
If you do not expect to attend the meeting, please sign, date and return
the enclosed proxy. A self-addressed envelope which requires no postage is
enclosed for your convenience in returning the proxy. Its prompt return would be
appreciated. The giving of the proxy will not affect your right to vote in
person should you find it convenient to attend the meeting.
JOHN B. GERLACH, JR.
Chairman of the Board,
Chief Executive Officer
and President
October 16, 2002
LANCASTER COLONY CORPORATION
37 WEST BROAD STREET
COLUMBUS, OHIO 43215
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished to the shareholders of Lancaster Colony
Corporation (the "Corporation") in connection with the solicitation by the Board
of Directors of the Corporation of proxies to be used in voting at the annual
meeting of shareholders to be held November 18, 2002, in the Executive Meeting
Room of the Hyatt on Capitol Square, 75 East State Street, Columbus, Ohio 43215,
at 11:00 a.m., Eastern Standard Time (the "Annual Meeting"). The enclosed proxy,
if completed and forwarded to the Corporation, will be voted in accordance with
the instructions contained therein. The proposals referred to therein are
described in this Proxy Statement.
The proxy may be revoked by the person giving it any time before it is
exercised. Such revocation, to be effective, must be communicated to the
Secretary or Assistant Secretary of the Corporation. The presence of a
shareholder at the Annual Meeting will not revoke the proxy unless specific
notice thereof is given.
The Corporation will bear the cost of solicitation of proxies, including
any charges and expenses of brokerage firms and others for forwarding
solicitation material to the beneficial owners of stock. In addition to the use
of the mails, proxies may be solicited by personal interview, by telephone or
through the efforts of officers and regular employees of the Corporation.
The Board of Directors has fixed the close of business on September 20,
2002 as the record date for the determination of shareholders entitled to
receive notice and to vote at the Annual Meeting or any adjournment thereof. At
that date the Corporation had outstanding and entitled to vote 36,533,422 shares
of Common Stock, each share entitling the holder to one vote. The Corporation
has no other class of stock outstanding. Under Ohio law, except for the election
of directors, abstentions and broker non-votes will have the same effect as
votes against any proposal. Abstentions and broker non-votes will have no effect
on the election of directors since, under Ohio law, the nominees for election as
directors at the Annual Meeting who receive the greatest number of votes shall
be elected. This Proxy Statement is first being mailed to shareholders on or
about October 16, 2002.
NOMINATION AND ELECTION OF DIRECTORS
The Board of Directors of the Corporation currently consists of nine
members and is divided into three classes. The members of the three classes are
elected to serve for staggered terms of three years. Pursuant to Section 2.04 of
the Code of Regulations, the number of directors constituting each class will,
as nearly as practicable, be equal. The Board of Directors of the Corporation
currently consists of three classes of three members each.
The names and ages of the "Nominees" and the "Continuing Directors," their
principal occupations during the past five years and certain other information
together with their beneficial ownership of the Corporation's Common Stock as of
August 30, 2002, are listed below. As of August 30, 2002, the Corporation had
outstanding and entitled to vote 36,549,739 shares of Common Stock.
2
NOMINEES FOR TERM TO EXPIRE IN 2005
NAME; OFFICE WITH CORPORATION; DIRECTOR SHARES OWNED AT PERCENT OF
PRINCIPAL OCCUPATION AGE SINCE AUGUST 30, 2002 CLASS
-------------------- --- ----- --------------- -----
Robert L. Fox;.................................................. 53 1991 1,064,759 2.91%
Investment Executive for Advest, Inc.
(stock brokerage firm) since 1978(2)(3)(8)
John B. Gerlach, Jr.;........................................... 48 1985 8,184,087 22.38%
Chairman of the Board, Chief Executive Officer
and President(1)(2)(3)(4)(5)(6)(7)
Edward H. Jennings;............................................. 65 1990 799 *
President Emeritus at The Ohio State University;
formerly Interim President of The Ohio State University
from July 1, 2002 to September 30, 2002, Professor of
Finance at The Ohio State University from 1990 to
April 2002 and President of The Ohio State University
from 1981 to 1990(9)
- ----------------------
* Less than 1%
(1) See footnotes 1 and 3 under "Continuing Directors" which explanations
apply to Mr. Gerlach.
(2) See footnote 2 under "Continuing Directors" which explanation applies to
Messrs. Fox and Gerlach.
(3) Mr. Gerlach, a trustee of Gerlach Foundation, Inc., and Mr. Fox, a
trustee of Fox Foundation, Inc., share voting and investment power with
their respective foundations, both of which are private charitable
foundations. Gerlach Foundation, Inc. holds 404,826 shares and Fox
Foundation, Inc. holds 62,569 shares. These shares are included in the
above table. Gerlach Foundation, Inc., Fox Foundation, Inc. and The FG
Foundation, a private charitable foundation of which Mr. Fox and Mr.
Gerlach are the trustees, together control an additional 620,122 shares
held by Lehrs, Inc. The shares held by Lehrs, Inc. are also included in
the total number of shares held by Mr. Gerlach and Mr. Fox. The trustees
each has disclaimed beneficial ownership of any of these shares in
footnote 2 under "Continuing Directors."
(4) Mr. Gerlach by virtue of his stock ownership and positions with the
Corporation may be deemed a "control person" of the Corporation.
(5) Mr. Gerlach is trustee and his mother, Dareth A. Gerlach, is special
trustee of the John B. Gerlach Trust. This trust presently holds
5,875,032 shares of Common Stock of the Corporation. These shares are
included in the total number of shares held by Mr. Gerlach in the above
table. Mr. Gerlach has disclaimed beneficial ownership of these shares
in footnote 2 under "Continuing Directors."
(6) Includes 348,000 shares held by a family limited partnership and 12,500
shares held by a corporation which is the general partner of the family
limited partnership. Mr. Gerlach shares indirect beneficial ownership of
these shares.
(7) Mr. Gerlach is also a director of Huntington Bancshares Incorporated.
(8) Includes 16,825 shares of the Common Stock of the Corporation which are
held by a trust of which Mr. Fox is the trustee. Mr. Fox has sole voting
and dispositive power with respect to these shares.
(9) Mr. Jennings is also a director of Borden Chemicals & Plastics Ltd.
Partnership.
All the nominees have indicated a willingness to stand for election and to
serve if elected. It is intended that the shares represented by the enclosed
proxy will be voted for the election of the above named nominees. Although it is
anticipated that each nominee will be available to serve as a director, should
any nominee be unable to serve, the proxies will be voted by the proxy holders
in their discretion for another person designated by the Board of Directors.
3
CONTINUING DIRECTORS
NAME; OFFICE WITH CORPORATION; DIRECTOR TERM SHARES OWNED AT PERCENT OF
PRINCIPAL OCCUPATION AGE SINCE EXPIRES AUGUST 30, 2002 CLASS
-------------------- --- ----- ------- --------------- -----
Kerrii B. Anderson;..................................... 45 1997 2003 1,750 *
Executive Vice President, Chief Financial Officer
and Director of Wendy's International, Inc.;
Senior Vice President and Chief Financial Officer of
M/I Schottenstein Homes, Inc. (homebuilders)
from 1993 to 2000
John L. Boylan;......................................... 47 1998 2004 26,932 *
Treasurer, Vice President
and Chief Financial Officer(1)(3)
Morris S. Halpern; Retired;............................. 72 1963 2003 55,614 *
formerly Vice President of the Corporation(5)
Robert S. Hamilton; Retired;............................ 74 1985 2003 13,223 *
Vice Chairman Emeritus
of Liqui-Box Corporation
(plastic packaging manufacturer)
from April 2000 to October 2000;
Vice Chairman of Liqui-Box Corporation
from 1989 to April 2000(2)
Henry M. O'Neill, Jr.;.................................. 67 1976 2004 19,651 *
Chairman and Chief Executive Officer
of AGT International, Inc. (voice
response systems) since 1988;
Chairman of the Board of Evergreen
Quality Catering (mobile caterer) since 1987
Zuheir Sofia;........................................... 58 1998 2004 4,319 *
Chairman of Sofia & Company, Inc.
(investment-banking firm); President,
Chief Operating Officer, Treasurer and
Director of Huntington Bancshares Incorporated
from 1986 to 1998(4)
All directors and executive officers
as a group (11 Persons)(1)(3) ....................... 8,848,789 24.17%
_________________
* Less than 1%
(1) Holdings include shares held by the Employee Stock Ownership Plan (the
"ESOP") allocated to the accounts of Lancaster Colony Corporation
employees. Employees have the right to direct the voting of the shares
held by the ESOP.
(2) Holdings include shares owned by spouses, minor children and shares held
in custodianship or as trustee. The following persons disclaim
beneficial ownership in such holdings with respect to the number of
shares indicated: Mr. Fox, 813,927; Mr. Gerlach, 7,305,009; and Mr.
Hamilton, 4,024.
(3) Holdings include shares which could be acquired within 60 days upon the
exercise of stock options as follows: Mr. Gerlach - 25,000 shares, Mr.
Boylan - 20,114 shares, and all directors and executive officers as a
group - 63,372 shares.
(4) Mr. Sofia is also a director of Frontstep, Inc.
(5) Mr. Halpern served as an officer of the Corporation until June 1992. The
Corporation and Mr. Halpern have entered into a formal consulting
agreement described under "Compensation of Directors."
4
The Board of Directors has established an audit committee (the "Audit
Committee") currently consisting of Messrs. Hamilton, Jennings and Sofia and Ms.
Anderson. Ms. Anderson serves as Chairperson of the Audit Committee. Each member
of the Audit Committee is an independent director as required by the listing
standards of the Nasdaq Stock Market. The Audit Committee is governed by a
charter, a copy of which was included as an exhibit to the 2001 Proxy Statement,
and is charged with the responsibility of reviewing financial information (both
external and internal) about the Corporation and its subsidiaries so as to
assure (i) that the overall audit coverage of the Corporation and its
subsidiaries is satisfactory and appropriate to protect the shareholders from
undue risks and (ii) that an adequate system of internal financial control has
been implemented throughout the Corporation and is being effectively followed.
The Audit Committee held three meetings during the fiscal year ended June 30,
2002 ("fiscal 2002").
The Board of Directors has established a compensation committee (the
"Compensation Committee") currently consisting of Messrs. Fox, Hamilton,
Jennings and O'Neill as its members. Mr. Jennings serves as Chairperson of the
Compensation Committee. The powers and duties of the Compensation Committee are
to consider and formulate recommendations to the Board of Directors with respect
to all aspects of compensation to be paid to the Chief Executive Officer of the
Corporation, to undertake such evaluations and make such reports as are required
by the applicable rules of the Securities and Exchange Commission and to perform
and exercise such other duties and powers as shall from time to time be
designated by action of the Board of Directors. The Compensation Committee held
one meeting during fiscal 2002.
In August 2002, the Board of Directors established a nominations committee
(the "Nominations Committee") consisting of Messrs. Fox, O'Neill and Sofia as
its members. Mr. Sofia serves as Chairperson of the Nominations Committee. The
Nominations Committee held its first meeting in August 2002 and recommended to
the Board of Directors the nomination by it of the persons named under "Nominees
for Term to Expire in 2005" for the three directors to be elected at the Annual
Meeting on November 18, 2002.
In addition to the committee meetings previously mentioned, the Board of
Directors held a total of four meetings during fiscal 2002. Each director
attended at least 75% of the aggregate of all meetings of the Board of Directors
and the committees on which they served during fiscal 2002.
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the Corporation's knowledge, based solely on its review of copies of
forms filed with the Securities and Exchange Commission, all filing requirements
applicable to the officers, directors and beneficial owners of more than 10% of
the outstanding Common Stock under Section 16 (a) of the Securities Exchange Act
of 1934, as amended, were complied with during the fiscal year ended June 30,
2002, except Larry G. Noble, vice president, was late with respect to one
transaction affecting one Form 4.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Corporation or any of its
subsidiaries receive an annual retainer fee of $18,000 plus $1,000 for each
meeting of the Board or committee of the Board attended. Directors who serve as
chairpersons of the Audit Committee and Compensation Committee receive an
additional annual retainer fee of $5,000 and $2,000, respectively.
The Corporation has a consulting agreement with Mr. Halpern pursuant to
which Mr. Halpern agrees to perform advisory and consulting services for an
annual fee of $50,000 per year. Mr. Halpern's compensation as a director is also
included in this annual fee.
5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following individuals have beneficial ownership, directly or
indirectly, of more than five percent of the outstanding Common Stock of the
Corporation:
NATURE OF
BENEFICIAL AMOUNT PERCENT OF
NAME AND ADDRESS OWNERSHIP OWNED OWNERSHIP
- ---------------- --------- ----- ---------
John B. Gerlach, Jr................................................ Direct and 8,184,087(1)(2) 22.38%
Lancaster Colony Corporation Indirect
37 West Broad Street
Columbus, Ohio 43215
Dareth A. Gerlach.................................................. Direct and 5,932,010(2) 16.23%
c/o Lancaster Colony Corporation Indirect
37 West Broad Street
Columbus, Ohio 43215
_______________________
(1) See footnotes 1, 2, 3, 4 and 6 under "Nominees for Term to Expire in
2005" which explanations apply to Mr. Gerlach.
(2) Includes 5,875,032 shares of Common Stock of the Corporation which are
held by the John B. Gerlach Trust, of which Mr. Gerlach is trustee and
of which Mrs. Gerlach is special trustee with sole voting power with
respect to the shares. See footnote 5 under "Nominees for Term to Expire
in 2005."
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes compensation earned during the periods
indicated by those persons who were the Chief Executive Officer and the three
other most highly compensated executive officers of the Corporation whose
compensation during fiscal 2002 is required to be reported:
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION
FISCAL ------------------------ ------------ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(#) COMPENSATION(2)
- --------------------------- ------ --------- ----------- ------------ ---------------
John B. Gerlach, Jr.;...................... 2002 $710,000 $2,840
Chairman of the Board, 2001 710,000 25,000 2,640
Chief Executive Officer 2000 710,000 2,780
and President
Larry G. Noble;............................ 2002 $264,000 $ 729,000 $2,992
Vice President(3) 2001 261,958 682,800 15,000 1,056
2000 253,675 551,700
John L. Boylan;............................ 2002 $250,000 $ 115,000 $2,466
Treasurer, Vice President 2001 241,500 108,000 15,000 3,809
and Chief Financial Officer(4) 2000 230,000 138,000 2,453
Bruce L. Rosa;............................. 2002 $250,000 $ 115,000 $1,644
Vice President of Development(4) 2001 241,500 108,000 15,000 1,288
2000 230,000 138,000 3,133
____________________
(1) The named executive officers received certain perquisites in 2002, 2001
and 2000, the amount of which did not exceed the reportable threshold of
the lesser of $50,000 or 10% of any such officer's salary and bonus.
(2) Approximate amounts contributed or to be contributed on behalf of such
executive officer to the 401(k) Profit Sharing Plan and Trust.
6
(3) Bonus amounts listed for Mr. Noble were generally determined pursuant to
a formula involving the operating performance of the Specialty Foods
segment and are paid in the following fiscal year.
(4) Fiscal year 2002 and 2001 bonus amounts listed for Messrs. Boylan and
Rosa were generally determined pursuant to a formula involving the
operating performance of the Corporation for the corresponding fiscal
years and are paid in the succeeding fiscal year. The bonus amount
listed for fiscal year 2000 was discretionarily determined.
STOCK OPTION EXERCISES AND HOLDINGS
The following table sets forth certain information with respect to stock
options exercised during fiscal 2002 by each of the executive officers named in
the Summary Compensation Table and unexercised stock options held as of June 30,
2002 by such executive officers:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
VALUES OF UNEXERCISED IN-
UNEXERCISED OPTIONS AT THE-MONEY OPTIONS AT FISCAL
UNDERLYING FISCAL YEAR-END(#) YEAR-END($)(1)(2)
OPTIONS VALUE -------------------------- ---------------------------
NAME EXERCISED (#) REALIZED ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------- --------------- ----------- ------------- ----------- -------------
John B. Gerlach, Jr...... 25,000 $ 154,000 $ 0
Larry G. Noble........... 19,805 $ 146,622 13,482 $ 0 $ 180,794
John L. Boylan........... 20,114 7,386 $ 136,048 $ 63,040
Bruce L. Rosa............ 14,622 $ 61,559 18,258 9,242 $ 120,207 $ 78,880
________________
(1) All values are shown pretax and are rounded to the nearest whole dollar.
(2) Based on the 2002 fiscal year-end closing price of $35.66 per share.
SEVERANCE AGREEMENT
Messrs. Boylan and Rosa are parties to agreements entitling them to
severance benefits equal to (i) full salary paid through the date of their
termination plus (ii) an amount equal to the lesser of (a) 100% of the highest
annual rate of salary and highest annual bonus paid to Messrs. Boylan and Rosa
during the three-year period prior to their respective dates of termination or
(b) twice their annual compensation (salary plus bonus) paid for the full fiscal
year immediately preceding the date of their termination, in the event that
within a period of one year after a "change of control" (as defined in the
agreements) their employment is terminated by the Corporation (other than for
cause) or by Messrs. Boylan or Rosa (if there has been any material adverse
change in the terms of their employment).
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors ("the Committee")
consists of four independent non-employee directors. It is the obligation of the
Committee under its present Charter to establish the compensation to be paid to
the Chief Executive Officer of the Corporation and to consult with and advise
the Chief Executive Officer with respect to the establishment by him of the
compensation of other executive officers. The Committee also reviews matters
relating to employee benefit plans and stock options and presents its
recommendations respecting these matters to the Board of Directors.
The compensation of the Chief Executive Officer for services rendered
through June 30, 2003 was established by the Committee and adopted by the Board
of Directors upon the Committee's recommendation. The Committee's recommendation
was based upon an evaluation of the scope of his management responsibilities,
his execution of them, his accomplishment of significant changes in management
structure and the financial results attained under his direction. In determining
his compensation, the amounts paid to chief executive officers of companies of
like size in like markets were also considered. The determination of such
7
compensation was subjective, with no specific weight being given to any
particular factor. His compensation for fiscal 2002 was established by the
Committee according to the application of the same evaluation standards.
The Committee was advised by the Chief Executive Officer of the base fixed
compensation levels and proposed bonus formulae to be applied in setting the
compensation of senior management. It concurred that the levels of compensation
established were reasonable and appropriate and provided incentives which, if
realized, would produce operating results of value to the Corporation's
shareholders.
Edward H. Jennings, Chairperson
Robert L. Fox
Robert S. Hamilton
Henry M. O'Neill, Jr.
8
PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN
OF LANCASTER COLONY CORPORATION, THE S&P MIDCAP 400 INDEX
AND THE DOW JONES U.S. FOOD INDEX
The graph set forth below compares the five-year cumulative total return
from investing $100 on June 30, 1997 in each of the Corporation's Common Stock,
the S&P Midcap 400 Index and the Dow Jones U.S. Food Index.
The Dow Jones U.S. Food Index, of which the Corporation is a member, was
selected to replace the S&P Manufacturing (Diversified) Index, which was
discontinued by Standard and Poor's.
[PERFORMANCE GRAPH INSERTED HERE]
CUMULATIVE TOTAL RETURN
- ---------------------------------------------------------------------------------------------------------------
6/97 6/98 6/99 6/00 6/01 6/02
- ---------------------------------------------------------------------------------------------------------------
Lancaster Colony Corporation 100.00 119.12 110.63 63.92 110.75 122.21
- ---------------------------------------------------------------------------------------------------------------
S&P Midcap 400 100.00 127.15 149.00 174.29 189.76 168.26
- ---------------------------------------------------------------------------------------------------------------
Dow Jones U.S. Food 100.00 114.10 98.53 90.31 88.32 104.98
- ---------------------------------------------------------------------------------------------------------------
9
AUDIT COMMITTEE REPORT
The Audit Committee reviews the Corporation's financial process on behalf
of the Board of Directors and operates under a written charter (Exhibit A to the
2001 Proxy Statement). The committee held three meetings during fiscal 2002. The
committee has reviewed and discussed the audited financial statements for fiscal
2002 with both management and the Corporation's independent auditors, Deloitte &
Touche LLP. The discussions with Deloitte & Touche LLP included matters required
to be discussed by the Statement on Auditing Standards No. 61. In addition, the
committee received from Deloitte & Touche LLP written independence disclosures
and the letter required by the Independence Standards Board Standard No. 1 and
discussed with Deloitte & Touche LLP its independence. Based on the review of
the audited financial statements and the discussions described above, the
committee recommended to the Board of Directors that the audited financial
statements be included in the Corporation's Annual Report on Form 10-K for the
year ended June 30, 2002 for filing with the Securities and Exchange Commission.
Kerrii B. Anderson, Chairperson
Robert S. Hamilton
Edward H. Jennings
Zuheir Sofia
AUDIT AND RELATED FEES
AUDIT FEES
The aggregate fees billed by Deloitte & Touche LLP for professional
services rendered for the audit of the Corporation's consolidated financial
statements for the fiscal year ended June 30, 2002, including for reviews of the
financial statements included in the Corporation's quarterly reports on Form
10-Q for such year, were $355,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
The aggregate fees billed by Deloitte & Touche LLP for services related to
financial information systems design and implementation for the fiscal year
ended June 30, 2002 were $76,000.
ALL OTHER FEES
The aggregate fees billed by Deloitte & Touche LLP for all other services
rendered for the fiscal year ended June 30, 2002 were $55,000.
The Audit Committee has considered whether the provision of the services
related to financial information systems design and implementation and for all
other non-audit services described in the immediately preceding two paragraphs
is compatible with maintaining the independence of Deloitte & Touche LLP.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP has acted as independent certified public accountants
of the Corporation during the fiscal year ended June 30, 2002. Deloitte & Touche
LLP is expected to have a representative present at the Annual Meeting who may
make a statement, if desired, and will be available to answer appropriate
questions.
10
OTHER TRANSACTIONS
The Corporation contracts with John Gerlach & Company, an accounting
partnership, to provide certain internal auditing, general accounting and tax
services of a type generally available from an independent accounting firm. A
brother-in-law of the Company's chief executive officer is a minority partner in
the firm. The fee paid to John Gerlach & Company for its services is measured by
the volume of work performed and is reviewed by the Audit Committee. The fees
paid for services for the fiscal year ended June 30, 2002 were $406,000.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be in the Proxy Statement for the 2003
Annual Meeting of Shareholders must be received by the Corporation at its
principal executive offices no later than June 18, 2003. In addition, if a
shareholder fails to provide the Corporation notice of any shareholder proposal
on or before September 2, 2003, then the Corporation may vote in its discretion
as to the proposal all of the shares for which it has received proxies for the
2003 Annual Meeting of Shareholders.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of no
other business that will come before the Annual Meeting. Should any other matter
requiring the vote of the shareholders arise, the enclosed proxy confers upon
the proxy holders discretionary authority to vote the same in respect to the
resolution of such other matters as they, in their best judgment, believe to be
in the interest of the Corporation.
By Order of the Board of Directors
JOHN B. GERLACH, JR.
Chairman of the Board,
Chief Executive Officer
and President
October 16, 2002
11
LANCASTER COLONY CORPORATION
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS NOVEMBER 18, 2002
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert S. Hamilton, Henry M. O'Neill, Jr.
and Zuheir Sofia, or any of them, proxies of the undersigned, with power of
substitution, to vote all shares of stock of the Corporation which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders to be held November 18, 2002, or at any and all
adjournments thereof, and to exercise all of the powers which the undersigned
would be entitled to exercise as a shareholder if personally present upon the
following matters:
(TO BE CONTINUED AND SIGNED ON THE OTHER SIDE)
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
LANCASTER COLONY CORPORATION
NOVEMBER 18, 2002
- PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED -
-
|
A [X] PLEASE MARK YOUR |
VOTES AS IN THIS |____
EXAMPLE
IF NO CONTRARY SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
<Table>
FOR WITHHELD
1. Election of [ ] [ ] NOMINEES: FOR TERM EXPIRING 2005: 2. The transaction of all other matters as may
Directors. Robert L. Fox properly come before the meeting.
FOR, EXCEPT VOTE WITHHELD FROM THE John B. Gerlach, Jr.
FOLLOWING NOMINEE(S): Edward H. Jennings
__________________________________ (continued from other side)
</Table>
SIGNATURE(S)_______________________________________ DATE__________________, 2002
SIGNATURE(S)_______________________________________ DATE__________________, 2002
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. Please date, sign and mail this proxy in
the enclosed envelope. No postage is required for mailing in the United
States.