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Registration No. 33-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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, Columbus, Ohio 43215
(Address of principal executive offices) (Zip Code)
1995 KEY EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
DAVID M. SEGAL
Corporate Counsel
LANCASTER COLONY CORPORATION
37 West Broad Street
Columbus, Ohio 43215
(Name and address of agent for service)
(614) 224-7141
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price(1) fee
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<S> <C> <C> <C> <C>
Common Stock, No Par Value(2) 2,000,000 $37.75 $75,500,000 $26,034.48
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<FN>
(1) Pursuant to Rule 457(h) under the Securities Act of 1993, such amount
is based upon the average of the high and low prices of the
Registrant's Common Stock as reported by the Nasdaq National Market
System on February 23, 1996.
(2) Includes Series A Participating Preferred Stock Purchase Rights (the
"Rights") to purchase the Registrant's common stock. Until the
occurrence of certain prescribed events, none of which has occurred,
the Rights are not exercisable, are evidenced by the certificates
representing the Registrant's Common Stock and will be transferred
along with the Registrant's Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Registration
Statement the following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act"):
(a) The Registrant's annual report on Form 10-K for the fiscal year
ended June 30, 1995;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a), above; and
(c) The description of the Registrant's Common Stock contained in its
registration statement filed under the Exchange Act (File No. 0-4065-1),
including any amendment or report filed with the Commission for the purpose of
updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Richard R. Murphey, Jr., Of Counsel to the law firm of Squire, Sanders
& Dempsey, is a director of the Registrant and the beneficial owner of
approximately 52,000 shares of the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Code of Regulations provides that the Registrant shall
indemnify any director or officer and any former director or officer of the
Registrant and any person who is or has served at the request of the Registrant
as a director, officer or trustee of another corporation, partnership, joint
venture, trust or other enterprise (and his or her heirs, executors and
administrators), to the full extent and according to the procedures and
requirements set forth in the Ohio General Corporation Law. The Registrant's
Code of Regulations also provides that the indemnification provisions provided
for therein do not restrict the right of the Registrant (i) to indemnify its
employees, agents and others as permitted by law, (ii) to purchase and maintain
insurance or provide similar protection on behalf of its directors, officers
and such other persons
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against liabilities asserted against them or expenses incurred by them arising
out of their service to the Registrant, and (iii) to enter into agreements with
such persons indemnifying them against such liabilities.
In general, under Section 1701.13(E) of the Ohio Revised Code, an Ohio
corporation is permitted to indemnify its present or former officers,
directors, employees and agents against liabilities and expenses incurred by
such persons in their capacities as such so long as they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, provided that in an action by or in the name of
the corporation, if the person seeking indemnification was adjudged to be
liable for negligence, no indemnification is permitted unless the court in
which the action was brought specifically determines that such person is fairly
and reasonably entitled to indemnification in view of all the circumstances of
the case. The statute also provides that an Ohio corporation shall advance
attorney's fees incurred by directors, and may advance such fees incurred by
executive officers, employees, agents and others, prior to the final outcome of
a matter provided the person seeking such advances undertakes to repay them if
it is ultimately determined that such person is not entitled to indemnification
(except in the case of directors who must undertake to repay such advances only
if it is proved by clear and convincing evidence in a court of competent
jurisdiction that the act or failure to act in question was undertaken with
deliberate intent to cause injury to the corporation or was undertaken with
reckless disregard for the best interests of the corporation).
In addition, the Registrant has purchased insurance policies which
provide coverage for the acts and omissions of the Registrant's directors and
officers in certain situations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Index to Exhibits at Page II-6.
ITEM 9. UNDERTAKINGS
(1) The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales
are being made of the securities registered hereby, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of
1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement;
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(iii) To include any material information with respect
to the plan of distribution not
previously disclosed in this Registration
Statement or any material change in such
information in this Registration Statement;
Provided, however, that the undertakings set forth
in paragraphs (i) and (ii), above, do not apply
if the information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed or furnished
to the Commission by the Registrant pursuant to
section 13 or section 15(d) of the Exchange Act
that are incorporated by reference in this
Registration Statement.
(b) That, for the purpose of determining any liability
under the Securities Act each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(d) That, for purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act
that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on February 22, 1996.
LANCASTER COLONY CORPORATION
By: /s/ JOHN B. GERLACH
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John B. Gerlach,
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of LANCASTER COLONY
CORPORATION, hereby severally constitute and appoint JOHN B. GERLACH, JOHN B.
GERLACH, JR. OR JOHN L. BOYLAN or any one of them our true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for us and in our stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and all documents relating thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
WITNESS our hands and common seal on the dates set forth below.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on the 22nd day of February, 1996 by the
following persons in the capacities indicated.
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Signature Title Date
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<S> <C> <C>
/s/ JOHN B. GERLACH Chairman of the Board, February 22, 1996
- -------------------------- Chief Executive Officer,
John B. Gerlach Principal Financial Officer
and Director (principal executive
officer and principal financial officer)
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<TABLE>
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Signature Title Date
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<S> <C> <C>
/s/ JOHN L. BOYLAN Treasurer and February 22, 1996
- ----------------------------- Assistant Secretary
John L. Boylan (principal accounting officer)
/s/ JOHN B. GERLACH, JR. Director February 22, 1996
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John B. Gerlach, Jr.
/s/ FRANK W. BATSCH Director February 22, 1996
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Frank W. Batsch
/s/ ROBERT L. FOX Director February 22, 1996
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Robert L. Fox
/s/ MORRIS S. HALPERN Director February 22, 1996
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Morris S. Halpern
/s/ ROBERT S. HAMILTON Director February 22, 1996
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Robert S. Hamilton
/s/ EDWARD H. JENNINGS Director February 22, 1996
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Edward H. Jennings
/s/ RICHARD R. MURPHEY, JR. Director February 22, 1996
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Richard R. Murphey, Jr.
/s/ HENRY M. O'NEILL, JR. Director February 22, 1996
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Henry M. O'Neill, Jr.
/s/ DAVID J. ZUVER Director February 22, 1996
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David J. Zuver
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INDEX TO EXHIBITS
The following exhibits are filed as part of the Registration Statement:
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Exhibit No. Description Page
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<S> <C> <C>
4.1 Specimen Certificate for Common Shares (a)
5 Opinion and consent of legal
counsel regarding legality of securities 1
23.1 Consent of legal counsel (b)
23.2 Consent of Deloitte & Touche LLP 1
24 Powers of attorney (c)
<FN>
(a) Incorporated by reference to Exhibit 4.1 to the Registrant's Annual
Report on Form 10-K for the year ended June 30, 1992.
(b) The consent of legal counsel is included in Exhibit 5.
(c) The Powers of Attorney are included as part of the signature page.
</TABLE>
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Exhibit 5
February 27, 1996
Lancaster Colony Corporation
37 West Broad Street
Columbus, Ohio 43215
Dear Sirs:
We have acted as counsel to Lancaster Colony Corporation (the "Corporation")
in connection with the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Corporation with the Securities and Exchange
Commission. The Registration Statement relates to the offering of up to
2,000,000 common shares, without par value, of the Corporation (the "Shares")
pursuant to its 1995 Key Employee Stock Option Plan (the "Plan").
In connection with the transactions described herein, we have examined such
corporate records and other documents and certificates of public officials as
we have deemed necessary in order for us to render the opinion set forth below.
Based upon the foregoing, we are of the opinion that the Shares to be issued
under the Plan have been duly authorized, and will be, when issued, delivered
and paid for upon exercise of options granted under the Plan in accordance with
their respective terms, legally issued, fully-paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ SQUIRE, SANDERS & DEMPSEY
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Squire, Sanders & Dempsey
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Lancaster Colony Corporation on Form S-8 of our reports dated August 29, 1995,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Lancaster Colony Corporation for the year ended June 30, 1995.
/s/ Deloitte & Touche LLP
Columbus, Ohio
February 27, 1996
