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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A No. 1
(Mark One)
_X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED JUNE 30, 1994
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from................. to .................
COMMISSION FILE NUMBER 0-4065-1
LANCASTER COLONY CORPORATION
(Exact name of registrant as specified in its charter)
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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)
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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 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.___
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_____
The aggregate market value of Common Stock held by non-affiliates on
September 1, 1994 was approximately $817,000,000.
As of September 1, 1994, there were approximately 30,057,000 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 1994 Annual Report to Shareholders - Parts I and
II. Proxy Statement for the Annual Meeting of Shareholders to be held November
21, 1994; to be filed - Part III. The 1994 Annual Report to Shareholders and
1994 Proxy Statement shall be deemed to have been "filed" only to the extent
portions thereof are expressly incorporated by reference.
1
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LANCASTER COLONY CORPORATION
FORM 10-K/A No. 1
JUNE 30, 1994
INDEX TO EXHIBITS
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Located at
Exhibit Manually
Number Description Numbered Page
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3.1 Certificate of Incorporation of the registrant
approved by the shareholders November 18, 1991. *
.2 By-laws of the registrant as amended
through November 18, 1991. *
.3 Certificate of Designation, Rights and
Preferences of the Series A Participating
Preferred Stock of Lancaster Colony Corporation. *
4.1 Specimen Certificate of Common Stock. *
.2 Rights Agreement dated as of April 20, 1990
between Lancaster Colony Corporation and The
Huntington Trust Company, N.A. *
10.1 1981 Incentive Stock Option Plan. *
.2 Resolution by the Board of Directors to amend
registrant's 1981 Incentive Stock Option Plan,
approved by the shareholders November 21, 1983. *
.3 Resolution by the Board of Directors to amend
registrant's 1981 Incentive Stock Option Plan
approved by the shareholders November 18, 1985. *
.4 Employee Stock Ownership Plan and Trust
Agreement. *
.5 Resolution by the Board of Directors to amend
registrant's 1981 Incentive Stock Option Plan
approved by the shareholders November 19, 1990. *
.6 Key Employee Severance Agreement between Lancaster
Colony Corporation and John L. Boylan. *
.7 Consulting Agreement by and between Lancaster
Colony Corporation and Morris S. Halpern *
13. Annual Report to Shareholders. *
22. Significant Subsidiaries of Registrant. *
23. The consent of Deloitte & Touche LLP to the
incorporation by reference in Registration
Statement No. 33-39102 on Form S-8 of their
reports dated August 30, 1994, appearing in
this Annual Report on Form 10-K of Lancaster
Colony Corporation for the year ended
June 30, 1994. 40
27. Financial Data Schedule *
*Previously Filed on Form 10-K.
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Exhibit 23
INDEPENDENT AUDITORS' CONSENT
- - -----------------------------
We consent to the incorporation by reference in Registration Statement No.
33-39102 of Lancaster Colony Corporation on Form S-8 of our reports dated
August 30, 1994, appearing in and incorporated by reference in this Annual
Report on Form 10-K of Lancaster Colony Corporation for the year
ended June 30, 1994.
/S/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Columbus, Ohio
September 21, 1994
40
