<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)
(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 20, 2000
The annual meeting of shareholders of Lancaster Colony Corporation (the
"Corporation") will be held at 11:00 a.m., Eastern Standard Time, November
20, 2000, in the Executive A, B and C 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 2003.
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
22, 2000 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 18, 2000
JOHN B. GERLACH, JR.
Chairman of the Board,
Chief Executive Officer
and President
1
<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 20, 2000, in the Executive A,
B and C 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 22, 2000
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 37,762,417 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 receiving the greatest number of votes shall be
elected. This Proxy Statement is first being mailed to shareholders on or about
October 18, 2000.
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, 2000, are listed below. As of September 1, 2000, the Corporation
had outstanding and entitled to vote 37,772,417 shares of Common Stock.
NOMINEES FOR TERM TO EXPIRE IN 2003
<TABLE>
<CAPTION>
NAME; OFFICE WITH CORPORATION; DIRECTOR SHARES OWNED AT PERCENT OF
PRINCIPAL OCCUPATION AGE SINCE SEPTEMBER 1, 2000 CLASS
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Kerrii B. Anderson; 43 1997 1,750 *
Executive Vice President and
Chief Financial Officer of
Wendy's International, Inc.;
Senior Vice President
and Chief Financial Officer of
M/I Schottenstein Homes, Inc.
(homebuilders) from 1993 to
August 2000(1)
Morris S. Halpern; Retired; 70 1963 80,614 *
formerly Vice President
of the Corporation(2)
</TABLE>
2
<PAGE> 4
NOMINEES FOR TERM TO EXPIRE IN 2003 (cont.)
<TABLE>
<CAPTION>
NAME; OFFICE WITH CORPORATION; DIRECTOR SHARES OWNED AT PERCENT OF
PRINCIPAL OCCUPATION AGE SINCE SEPTEMBER 1, 2000 CLASS
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert S. Hamilton; Retired; 72 1985 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(3)
-------------------------------------------------
* Less than 1%
</TABLE>
(1)Ms. Anderson is also a director of M/I Schottenstein Homes, Inc.
(2)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."
(3)See footnote 2 under "Continuing Directors" which explanation applies to
Mr. Hamilton.
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.
CONTINUING DIRECTORS
<TABLE>
<CAPTION>
NAME; OFFICE WITH CORPORATION; DIRECTOR TERM SHARES OWNED AT PERCENT OF
PRINCIPAL OCCUPATION AGE SINCE EXPIRES SEPTEMBER 1, 2000 CLASS
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
John L. Boylan; 45 1998 2001 19,605 *
Treasurer, Vice President
and Chief Financial Officer(1)(8)
Robert L. Fox; 51 1991 2002 1,765,362 4.67%
Investment Executive
for Advest, Inc. (stock brokerage
firm) since 1978(2)(3)(9)
John B. Gerlach, Jr.; 46 1985 2002 7,861,554 20.81%
Chairman of the Board,
Chief Executive Officer
and President(1)(2)(3)(4)(5)(7)
Edward H. Jennings; 63 1990 2002 799 *
President Emeritus and
Professor of Finance at
The Ohio State University;
President of The
Ohio State University from
1981 to 1990(6)
Henry M. O'Neill, Jr.; 65 1976 2001 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
</TABLE>
3
<PAGE> 5
CONTINUING DIRECTORS (cont.)
<TABLE>
<CAPTION>
NAME; OFFICE WITH CORPORATION; DIRECTOR TERM SHARES OWNED AT PERCENT OF
PRINCIPAL OCCUPATION AGE SINCE EXPIRES SEPTEMBER 1, 2000 CLASS
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Zuheir Sofia; 56 1998 2001 4,130 *
Chairman of Sofia & Company, Inc.
(investment-banking firm);
President, Chief Operating Officer,
Treasurer and director of Huntington
Bancshares Incorporated from 1986 to 1998
All directors and executive officers 9,275,154 24.53%
as a group (11 Persons)(1)(8)
</TABLE>
--------------------------------
* Less than 1%
(1)Includes 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, 821,057; Mr. Gerlach, Jr., 7,347,815; and Mr.
Hamilton, 4,024.
(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.
(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
5,875,032 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.
(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.
(8)Holdings include shares which could be acquired within 60 days upon the
exercise of stock options as follows: John L. Boylan - 13,008 shares, and
all directors and executive officers as a group - 39,378 shares.
(9)Includes 16,825 shares of the Common Stock of the Corporation which are
held by a trust of which Mr. Fox is the trustee and 688,603 shares of the
Common Stock of the Corporation which are held by an estate of which Mr.
Fox is the executor. Mr. Fox has sole voting and dispositive power with
respect to these shares.
The Board of Directors has established an audit committee (the "Audit
Committee") currently consisting of Messrs. Hamilton, Jennings and O'Neill and
Ms. Anderson. Ms. Anderson serves as Chairperson 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, 2000 ("fiscal 2000").
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 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 2000.
The Board of Directors does not have a nominating committee.
4
<PAGE> 6
In addition to the committee meetings previously mentioned, the Board of
Directors held a total of four meetings during fiscal 2000. 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 2000, except Mr. O'Neill
who was absent for one Board meeting and one Compensation Committee meeting that
were held on the same day.
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,
2000, except Morris S. Halpern, director, was late with respect to one
transaction affecting one Form 4.
COMPENSATION OF DIRECTORS
Except as noted below, directors who are not employees of the Corporation or
any of its subsidiaries received during fiscal 2000 an annual retainer fee of
$14,000 plus $1,000 for each Board meeting attended. Additionally, directors who
also served on committees received $1,000 for each 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 a 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 7,861,554(1)(2) 20.81%
Lancaster Colony Corporation Indirect
37 West Broad Street
Columbus, Ohio 43215
Dareth A. Gerlach Direct and 6,291,473(2) 16.66%
c/o Lancaster Colony Corporation Indirect
37 West Broad Street
Columbus, Ohio 43215
Pioneering Management Corporation Direct 2,947,450(3) 7.80%
60 State Street
Boston, Massachusetts 02109
</TABLE>
------------------------
(1)See footnotes 1, 2, 3 and 4 under "Continuing Directors," which
explanations apply to Mr. Gerlach, Jr.
(2)Includes 5,875,032 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 "Continuing Directors."
(3)Based on holdings reported on Schedule 13G as of December 31, 1999.
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 2000 is required to be reported:
5
<PAGE> 7
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE (cont.)
<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.; 2000 $710,000 $2,780
Chairman of the 1999 650,000 2,627
Board, Chief Executive 1998 590,000 2,360
Officer and President
Larry G. Noble; 2000 $253,675 $551,700
Vice President(3) 1999 245,600 419,000 15,000 $1,544
1998 243,267 381,890 1,380
John L. Boylan; 2000 $230,000 $120,000 $2,453
Treasurer, Vice President 1999 220,000 65,000 12,500 2,880
and Chief Financial Officer 1998 200,000 40,000 800
Bruce L. Rosa; 2000 $230,000 $120,000 $3,133
Vice President of Development(4) 1999 220,000 167,006 12,500 3,614
</TABLE>
--------------------
(1)The named executive officers received certain perquisites in 2000, 1999
and 1998, the amount of which did not exceed the reportable threshold of
the lesser of $50,000 or 10% of any such officer's salary and bonus.
(2)Approximate amounts contributed or to be contributed on behalf of such
executive officer to the 401(k) Profit Sharing Plan and Trust.
(3)Fiscal year 2000 bonus amount listed for Mr. Noble was generally
determined pursuant to a formula involving the operating performance of
the Specialty Foods segment for fiscal 2000 and will be paid in fiscal
2001. The bonus amounts listed for fiscal years 1999 and 1998, which were
discretionarily determined and previously reported based on the fiscal
year paid, have been restated to reflect reporting consistent with that
of fiscal year 2000.
(4)Mr. Rosa was appointed an executive officer of the Corporation on July 1,
1998.
STOCK OPTION EXERCISES AND HOLDINGS
The following table sets forth certain information with respect to stock
options exercised during fiscal 2000 by each of the executive officers named in
the Summary Compensation Table and unexercised stock options held as of June 30,
2000 by such executive officers:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUES OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
UNDERLYING FISCAL YEAR-END(#) FISCAL YEAR-END($)(1)(2)
OPTIONS VALUE ------------------------- ---------------------------
NAME EXERCISED(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Larry G. Noble 11,716 $169,885 15,000 24,147 $0 $17,551
John L. Boylan 13,008 14,492 $0 $ 0
Bruce L. Rosa 11,370 16,130 $0 $ 0
</TABLE>
--------------------
(1)All values are shown pretax and are rounded to the nearest whole dollar.
(2)Based on the 2000 fiscal year-end closing price of $19.50 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).
6
<PAGE> 8
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors ("the Committee")
consists entirely of independent non-employee directors. It is the obligation
of the Committee 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, 2000 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 Committee did not consider the payment of any bonus to the
Chief Executive Officer for his performance because past compensation reward
practices have not included this component. The determination of such
compensation was subjective, with no specific weight being given to any
particular factor.
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, 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, 1995 in each of the Corporation's Common Stock,
the S&P Manufacturing (Diversified) Index and the S&P Midcap 400 Index.
[GRAPH]
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN (DOLLARS)
--------------------------------------------------------
6/95 6/96 6/97 6/98 6/99 6/00
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
LANCASTER COLONY CORPORATION 100 106 140 167 155 90
S&P MIDCAP 400 100 122 150 191 215 251
S&P MANUFACTURING (DIVERSIFIED) 100 128 189 204 271 244
</TABLE>
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, 2000. 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 2001
Annual Meeting of Shareholders must be received by the Corporation at its
principal executive offices no later than June 20, 2001. In addition, if a
shareholder fails to provide the Corporation notice of any shareholder proposal
on or before September 4, 2001, then the Corporation may vote in its discretion
as to the proposal all of the shares for which it has received proxies for the
2001 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
October 18, 2000
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 20, 2000
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert L. Fox, Edward H. Jennings 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 20, 2000, 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)
<PAGE> 11
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
LANCASTER COLONY CORPORATION
NOVEMBER 20, 2000
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>
<S> <C> <C>
FOR WITHHELD
1. Election of [ ] [ ] NOMINEES: FOR TERM EXPIRING 2003: 2. The transaction of all other matters as may properly
Directors. Kerrii B. Anderson come before the meeting.
Morris S. Halpern
For, except vote withheld from the Robert S. Hamilton
following nominee(s):
---------------------------------- (Continued from other side)
SIGNATURES(S) DATE , 2000
------------------------------------------------------------------- --------
SIGNATURES(S) DATE , 2000
------------------------------------------------------------------- --------
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.
</TABLE>
