<PAGE> 1
================================================================================
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>
<S> <C>
[ ] 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 Corporation
(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: ...........................................................
================================================================================
<PAGE> 2
LANCASTER COLONY CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held November 15, 1999
The annual meeting of shareholders of Lancaster Colony Corporation
(the "Corporation") will be held at 11:00 a.m., Eastern Standard Time,
November 15, 1999, in the Governor C, D and E Meeting Rooms 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 2002.
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 17, 1999 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.
October 13, 1999
JOHN B. GERLACH, JR.
Chairman of the Board,
Chief Executive Officer
and President
<PAGE> 3
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 15, 1999, in the Governor C, D and E
Meeting Rooms 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 17,
1999 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 40,217,379 shares
of Common Stock, each share entitling the holder to one vote. The Corporation
has no other class of stock outstanding. Under Ohio law, with respect to all
matters to be considered, abstentions and broker non-votes will not be counted
as votes either "for" or "against" any matters coming before the Annual Meeting.
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 receiving the greatest
number of votes shall be elected. This Proxy Statement is first being mailed to
shareholders on or about October 13, 1999.
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. Thus, 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
September 1, 1999, are listed below. As of September 1, 1999, the Corporation
had outstanding and entitled to vote 40,307,106 shares of Common Stock.
<TABLE>
<CAPTION>
NOMINEES FOR TERM TO EXPIRE IN 2002
NAME; OFFICE WITH CORPORATION; DIRECTOR SHARES OWNED AT PERCENT OF
PRINCIPAL OCCUPATION AGE SINCE SEPTEMBER 1, 1999 CLASS
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert L. Fox; 50 1991 1,059,934 2.63%
Investment Executive for
Advest, Inc. (stock brokerage
firm) since 1978(2)(3)
John B. Gerlach, Jr.; 45 1985 7,619,442 18.90%
Chairman of the Board,
Chief Executive Officer
and President(1)(2)(3)(4)(5)(7)
</TABLE>
2
<PAGE> 4
<TABLE>
<CAPTION>
NOMINEES FOR TERM TO EXPIRE IN 2002 (CONT.)
NAME; OFFICE WITH CORPORATION; DIRECTOR SHARES OWNED AT PERCENT OF
PRINCIPAL OCCUPATION AGE SINCE SEPTEMBER 1, 1999 CLASS
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Edward H. Jennings; 62 1990 799 *
President Emeritus and
Professor of Finance at
The Ohio State University;
formerly President of The
Ohio State University from
1981 to 1990(6)
- ---------------------------------------
<FN>
* Less than 1%
(1)See footnote 1 under "Continuing Directors" which explanation applies to Mr. Gerlach, Jr.
(2)See footnote 2 under "Continuing Directors" which explanation applies to Messrs. Fox and Gerlach, Jr.
(3)Mr. Gerlach, Jr., 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 450,232 shares and Fox Foundation, Inc. holds 74,569 shares. These shares are
included in the above table. Gerlach Foundation, Inc. and Fox Foundation, Inc. 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, Jr. and Mr. Fox. The trustees each disclaim beneficial ownership of any of these shares in
footnote 2 under "Continuing Directors."
(4)Mr. Gerlach, Jr. by virtue of his stock ownership and positions with the Corporation may be deemed a "control
person" of the Corporation.
(5)Mr. Gerlach, Jr. is trustee and his mother, Dareth A. Gerlach, is special trustee of the John B. Gerlach Trust.
This trust presently holds 5,633,178 shares of Common Stock of the Corporation which were distributed from the Estate
of John B. Gerlach, Deceased. These shares are included in the total number of shares held by Mr. Gerlach, Jr.
in the above table. Mr. Gerlach, Jr. has disclaimed beneficial ownership of these shares in footnote 2 under
"Continuing Directors."
(6)Mr. Jennings is also a director of Borden Chemicals & Plastic Ltd. Partnership.
(7)Mr. Gerlach, Jr. is also a director of Huntington Bancshares Incorporated.
</TABLE>
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.
<TABLE>
<CAPTION>
CONTINUING DIRECTORS
NAME; OFFICE WITH CORPORATION; DIRECTOR TERM SHARES OWNED AT PERCENT OF
PRINCIPAL OCCUPATION AGE SINCE EXPIRES SEPTEMBER 1, 1999 CLASS
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Kerrii B. Anderson; 42 1997 2000 1,250 *
Senior Vice President, Chief
Financial Officer and Director
of M/I Schottenstein Homes, Inc.
(homebuilders)
John L. Boylan; 44 1998 2001 16,249 *
Treasurer, Vice President
and Chief Financial Officer(1)(4)
Morris S. Halpern; Retired; 69 1963 2000 114,864 *
formerly Vice President
of the Corporation(3)
Robert S. Hamilton; 71 1985 2000 13,223 *
Vice Chairman and Director
of Liqui-Box Corporation
(plastic packaging manufacturer)(2)
</TABLE>
3
<PAGE> 5
<TABLE>
<CAPTION>
CONTINUING DIRECTORS (CONT.)
NAME; OFFICE WITH CORPORATION; DIRECTOR TERM SHARES OWNED AT PERCENT OF
PRINCIPAL OCCUPATION AGE SINCE EXPIRES SEPTEMBER 1, 1999 CLASS
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Henry M. O'Neill, Jr.; 64 1976 2001 19,651 *
Chairman, 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; 55 1998 2001 4,039 *
Chairman of Sofia & Company, Inc.
(investment-banking firm); previously
President, Chief Operating Officer,
Treasurer and Director of Huntington
Bancshares Incorporated from 1986 to 1998
All Directors and Executive Officers 8,354,239 20.71%
as a group (11 Persons)(1)(4)
- ---------------------------------------
<FN>
* Less than 1%
(1)Includes shares held by the Employee Stock Ownership Plan (the "ESOP")
and the 401(k) Profit Sharing Plan and Trust 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, 821,057; Mr. John B. Gerlach, Jr., 7,105,961;
and Mr. Hamilton, 4,024.
(3)Mr. Halpern served as an officer of the Corporation until June 1992. The
Corporation and Mr. Halpern have entered into a formal consulting
agreement discussed under "Compensation of Directors."
(4)Holdings include shares which could be acquired within 60 days upon the
exercise of stock options as follows: John L. Boylan - 9,756 shares, and
all Directors and Executive Officers as a group - 38,732 shares.
</TABLE>
The Board of Directors has established an audit committee (the "Audit
Committee") currently consisting of Messrs. Hamilton, Jennings and O'Neill and
Ms. Anderson. Mr. Hamilton serves as Chairman of the Audit Committee. The Audit
Committee 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 two meetings during the fiscal year ended June 30, 1999
("fiscal 1999").
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 Chairman 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 executive officers 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
two meetings during fiscal 1999.
The Board of Directors does not have a nominating committee.
In addition to the committee meetings previously mentioned, the Board of
Directors held a total of four meetings during fiscal 1999. 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 1999.
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 Shares under Section 16 (a) of the Securities Exchange
Act of 1934, as amended, were complied with during the fiscal year ended June
30, 1999, except Larry G. Noble, Vice President, was late with respect to two
transactions affecting two Form 4s.
4
<PAGE> 6
COMPENSATION OF DIRECTORS
Except as noted below, directors who are not employees of the Corporation
or any of its subsidiaries received during fiscal 1999 an annual retainer fee of
$14,000 plus $1,000 for each meeting attended. Directors who also serve on the
Audit Committee and/or Compensation Committee received $1,000 for each such
committee meeting attended.
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 director is also
included in this annual fee.
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:
<TABLE>
<CAPTION>
NATURE OF
NAME AND BENEFICIAL AMOUNT PERCENT OF
ADDRESS OWNERSHIP OWNED OWNERSHIP
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
John B. Gerlach, Jr. Direct and 7,619,442(1)(2) 18.90%
Lancaster Colony Corporation Indirect
37 West Broad Street
Columbus, Ohio 43215
Dareth A. Gerlach Direct and 6,323,472(2) 15.69%
c/o Lancaster Colony Corporation Indirect
37 West Broad Street
Columbus, Ohio 43215
Pioneering Management Corporation Direct 4,042,448(3) 10.03%
60 State Street
Boston, Massachusetts 02109
- -----------------------------
<FN>
(1)See footnotes 1, 2, 3 and 4 under "Nominees for Term to Expire in 2002,"
which explanations apply to Mr. Gerlach, Jr.
(2)Includes 5,633,178 shares of Common Stock of the Corporation which are
held by the John B. Gerlach Trust, of which Mrs. Gerlach is special
trustee and has sole voting power with respect to the shares. See
footnote 5 under "Nominees for Term to Expire in 2002."
(3)Based on holdings reported on Schedule 13G as of December 31, 1998.
</TABLE>
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 1999 is required to be reported:
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION (1) COMPENSATION
NAME AND FISCAL ----------------------- ------------ ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(#) COMPENSATION(2)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
John B. Gerlach, Jr.; 1999 $650,000 $2,627
Chairman of the 1998 590,000 2,360
Board, Chief Executive 1997 453,333 2,722
Officer and President
Larry G. Noble; 1999 $245,600 $381,890 15,000 $1,544
Vice President(3) 1998 243,267 318,240 1,380
1997 237,600 244,800 22,500 2,722
John L. Boylan; 1999 $220,000 $65,000 12,500 $2,880
Treasurer, Vice President 1998 200,000 40,000 800
and Chief Financial Officer 1997 152,500 30,000 15,000 2,722
Bruce L. Rosa; 1999 $220,000 $167,006 12,500 $3,614
Vice President of Development(4)
</TABLE>
5
<PAGE> 7
(1)The named executive officers received certain perquisites in 1999, 1998
and 1997, the amount of which did not exceed the reportable threshold of
the lesser of $50,000 or 10% of any such officer's salary and bonus.
(2)Approximate amounts contributed or to be contributed on behalf of such
executive officer to the Employee Stock Ownership Plan (in 1997) and the
401(k) Profit Sharing Plan and Trust (in 1998 and 1999).
(3)Bonus amounts listed as paid to Mr. Noble are discretionarily determined
and relate to the preceding fiscal year. The bonus relating to fiscal
1999 has not yet been determined but is currently expected to at least
equal that paid in fiscal 1999 for fiscal 1998.
(4)Mr. Rosa was appointed an executive officer of the Corporation on July
1, 1998.
GRANTS OF STOCK OPTIONS
The following table sets forth information concerning individual grants of
stock options made during the 1999 fiscal year to each of the executive officers
named in the Summary Compensation Table. The Corporation has never granted stock
appreciation rights.
<TABLE>
<CAPTION>
OPTIONS GRANTED IN THE LAST FISCAL YEAR
PERCENT OF POTENTIAL REALIZABLE VALUES AT
TOTAL OPTIONS ASSUMED ANNUAL RATES OF
GRANTED TO STOCK PRICE APPRECIATION
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION FOR OPTION TERM(2)
NAME GRANTED(#)(1) FISCAL YEAR PRICE($/SH) DATE 5% 10%
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Larry G. Noble 15,000 5.1% $27.125 01/31/04 $112,000 $248,000
John L. Boylan 12,500 4.3% $27.125 01/31/05 $115,000 $262,000
Bruce L. Rosa 12,500 4.3% $27.125 01/31/05 $115,000 $262,000
<FN>
(1)Options were granted with an exercise price equal to the market price at
the grant date pursuant to the Corporation's 1995 Key Employee Stock
Option Plan. Such options become exercisable in partial amounts through
January 1, 2005.
(2)The amounts reflected in this table are based upon certain assumed rates
of appreciation as specified by the Securities and Exchange Commission.
Actual realized values, if any, on exercise of the option will be
dependent on the actual appreciation in the price of the Common Stock of
the Corporation over the term of the option. There can be no assurances
that the Potential Realizable Values reflected in this table will be
achieved.
</TABLE>
STOCK OPTION EXERCISES AND HOLDINGS
The following table sets forth certain information with respect to stock
options exercised during fiscal 1999 by each of the executive officers named in
the Summary Compensation Table and unexercised stock options held as of June 30,
1999 by such executive officers:
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
VALUES OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
UNDERLYING FISCAL YEAR-END(#) FISCAL YEAR-END($)(1)(2)
OPTIONS VALUE ---------------------------- ----------------------------
NAME EXERCISED(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Larry G. Noble 20,858 30,005 $212,777 $435,301
John L. Boylan 9,756 17,744 $ 36,585 $111,853
Bruce L. Rosa 8,118 19,382 $ 30,443 $117,996
<FN>
(1)All values are shown pretax and are rounded to the nearest whole dollar.
(2)Based on the 1999 fiscal year-end closing price of $34.50 per share.
</TABLE>
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).
6
<PAGE> 8
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
consists entirely of outside, non-employee directors. The compensation of
executive officers of the Corporation, other than the chief executive officer
("CEO"), is established annually by the CEO in consultation with the Committee.
In establishing the compensation of executive officers, various factors are
considered including the scope of responsibilities, the quality of the executive
officer's performance in discharging those responsibilities, and in certain
cases, the financial performance of the Corporation or of a particular division
of the Corporation under that executive officer's supervision. The determination
of the compensation of executive officers is essentially subjective and
dependent upon the recommendation of the CEO, and no specific weight is given to
any of the foregoing factors.
The compensation of the CEO was established by the Committee based on its
evaluation of his performance toward the achievement of the Corporation's
financial, strategic and other goals. In determining the CEO's compensation, the
Committee considered the CEO's hands-on oversight of all of the Corporation's
operations, his attention to detail, his major role in business development and
customer relations, the business and financial results attained under his
management, the skill exhibited by him in the development of, direction given
to, and restructuring of management responsibility at, the operating segments of
the Corporation as well as competitive chief executive officer pay information.
The determination of the CEO's compensation was subjective, with no specific
weight given to any particular factor.
Edward H. Jennings, Chairman
Robert L. Fox
Robert S. Hamilton
Henry M. O'Neill, Jr.
PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN OF
LANCASTER COLONY CORPORATION, THE S&P MANUFACTURING (DIVERSIFIED) INDEX
AND THE S&P MIDCAP 400 INDEX
The graph set forth below compares the five-year cumulative total return
from investing $100 on June 30, 1994 in each of the Corporation's Common Stock,
the S&P Manufacturing (Diversified) Index and the S&P Midcap 400 Index.
CUMULATIVE TOTAL RETURN (DOLLARS)
------------------------------------
6/94 6/95 6/96 6/97 6/98 6/99
LANCASTER COLONY CORPORATION 100 102 109 144 171 159
S&P MIDCAP 400 100 122 149 183 233 263
S&P MANUFACTURING (DIVERSIFIED) 100 132 169 250 270 358
7
<PAGE> 9
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP has acted as independent certified public accountants
of the Corporation during the fiscal year ended June 30, 1999. 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.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be in the proxy statement for the 2000
Annual Meeting of Shareholders must be received by the Corporation at its
principal executive offices no later than June 15, 2000. In addition, if a
shareholder fails to provide the Corporation notice of any shareholder proposal
on or before August 29, 2000, then the Corporation may vote in its discretion as
to the proposal all of the shares for which it has received proxies for the 2000
Annual Meeting of Shareholders.
OTHER MATTERS
As of the date of this 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
October 13, 1999
JOHN B. GERLACH, JR.
Chairman of the Board,
Chief Executive Officer
and President
8
<PAGE> 10
LANCASTER COLONY CORPORATION
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS NOVEMBER 15, 1999
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Kerrii B. Anderson, Robert S. Hamilton and
Henry M. O'Neill, Jr., 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 15, 1999, 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 15, 1999
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
/X/ PLEASE MARK YOUR VOTES
AS IN THIS EXAMPLE
If no contrary specification is made, this proxy will be voted FOR proposal 1.
1. Election of FOR WITHHELD NOMINEES: For Term expiring 2002:
Directors / / / / Robert L. Fox
John B. Gerlach, Jr.
For, except vote withheld from the Edward H. Jennings
following nominee(s):
----------------------------------
2. The transaction of all other matters as may properly come before the
meeting.
(Continued from other side)
SIGNATURE(S)_____________________________________________DATE___________, 1999
SIGNATURE(S)_____________________________________________DATE___________, 1999
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.
