UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
DATE OF REPORT: FEBRUARY 23, 2005
(Date of earliest event reported)
COMMISSION FILE NUMBER 0-4065-1
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LANCASTER COLONY CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 13-1955943
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
37 WEST BROAD STREET 43215
COLUMBUS, OHIO (Zip Code)
(Address of principal executive offices)
614-224-7141
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
NON-STATUTORY STOCK OPTION AWARDS TO EXECUTIVE OFFICERS
On February 23, 2005, the Board of Directors of Lancaster Colony
Corporation approved the grant of non-statutory stock option awards to purchase
shares of Lancaster Colony Corporation (the "Company") common stock under the
1995 Key Employee Stock Option Plan.
Non-statutory stock option awards were awarded to the following named
executive officers of the Company:
AGGREGATE NUMBER OF
NAME TITLE NON-STATUTORY STOCK OPTIONS
---- ----- ---------------------------
John L. Boylan Treasurer, Vice President,
Chief Financial Officer..................... 15,000
Bruce L. Rosa Vice President of Development............... 15,000
The options awarded were granted on February 23, 2005. The exercise price
for the grant was equal to the fair market value of the underlying shares of
common stock on the date of the grant. The options vest immediately and expire
on February 28, 2010. The non-statutory stock option awards are subject to the
terms of the 1995 Key Employee Stock Option Plan and the individual award
agreements substantially in the form of Exhibit 99.1 hereto and incorporated
herein by reference. The foregoing summary of the terms of the non-statutory
stock option awards is qualified in its entirety by reference to the complete
text of the 1995 Key Employee Stock Option Plan and the individual award
agreements.
2005 EXECUTIVE EMPLOYEE DEFERRED COMPENSATION PLAN
On February 23, 2005, the Board of Directors of the Company approved and
adopted the Lancaster Colony Corporation 2005 Executive Employee Deferred
Compensation Plan (the "Plan"), a new non-qualified deferred compensation plan.
The Plan covers a select group of management, including named executive
officers.
The Plan is intended to comply with the requirements of new Section 409A
of the Internal Revenue Code, enacted under the American Jobs Creation Act of
2004 on October 22, 2004. Section 409A imposes a number of requirements on
non-qualified deferred compensation plans, primarily relating to the timing of
elections and distributions, and is effective for deferrals made after December
31, 2004.
The terms and conditions of the Plan material to the Company are as
follows:
(a) The Plan provides eligible employees with an opportunity to defer, on
a pretax basis, all or a portion of their base salary and bonus earned each
year. Amounts deferred are credited to the participant's bookkeeping account.
Accounts are also credited with hypothetical earnings on those deferred amounts
computed and determined by using an annual rate of interest equal to the prime
rate of interest reported in the Wall Street Journal as in effect on the first
business day (i) in January of each Plan Year for the period January 1 through
June 30 and (ii) in July of each Plan Year for the period July 1 to December 31,
in accordance with the Plan.
(b) Distribution is generally made upon the earliest of: (i) a
participant's disability, (ii) separation from service, (iii) change in control
(if elected by the participant), (iv) retirement, or (v) death. Unless a
participant elects to receive payments in installments, all distributions will
be made in a lump sum. Distributions to certain "key employees," as defined
under Code Section 409A, upon a separation from service will be delayed six
months, as required by Code Section 409A. Income tax on deferred amounts,
including earnings, are not required to be paid until benefits are paid to the
participant, except as may be required by Code Section 409A.
(c) Participants who had an account under the Company's previous Executive
Employee Deferred Compensation Plan, which was frozen effective December 31,
2004, shall automatically have a deferred compensation account under the Plan
which will allow for the continued crediting of hypothetical earnings.
(d) Benefits under the Plan are paid from the general assets of the
Company and are subject to the claims of its creditors and the risk of
insolvency. As a result, each participant is a general, unsecured creditor of
the Company with respect to amounts the participant has deferred under the Plan.
(e) The Company has delegated to a Committee the right to amend or
terminate the Plan. No amendment may decrease the accounts of participants or
beneficiaries at the time of the amendment.
The official provisions of the Plan are contained in the Plan document
itself, which is attached as Exhibit 99.2 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
99.1 Form of Non-Statutory Stock Option Agreement
99.2 Lancaster Colony Corporation 2005 Executive Employee Deferred
Compensation Plan
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LANCASTER COLONY CORPORATION
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(Registrant)
Date: February 25, 2005
By: /s/John L. Boylan
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John L. Boylan
Treasurer, Vice President,
Assistant Secretary and
Chief Financial Officer
(Principal Financial
and Accounting Officer)
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION LOCATED AT
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99.1 Form of Non-Statutory Stock Option Agreement......................... Filed herewith
99.2 Lancaster Colony Corporation 2005 Executive Employee
Employee Deferred Compensation Plan.................................. Filed herewith