UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: JANUARY 3, 2005
(Date of earliest event reported)
COMMISSION FILE NUMBER 0-4065-1
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)
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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
On December 31, 2004, Lancaster Colony Corporation took action to freeze the Lancaster Colony Corporation Executive Employee Deferred Compensation Plan (the "Plan") effective December 31, 2004. The Plan will remain in existence but no new deferrals will be allowed after December 31, 2004.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
10.1 2004 Amendment to Lancaster Colony Corporation Executive Employee Deferred Compensation Plan, filed herewith.
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.
Date: January 3, 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)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION LOCATED AT
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10.1 2004 Amendment to Lancaster Colony Corporation
Executive Employee Deferred Compensation Plan....... Filed herewith
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Exhibit 10.1
2004
AMENDMENT
TO
LANCASTER COLONY CORPORATION
EXECUTIVE EMPLOYEE DEFERRED COMPENSATION PLAN
WHEREAS, Lancaster Colony Corporation, an Ohio corporation ("Lancaster Colony"), established effective as of January 1, 2000, a deferred compensation plan for certain of its and its subsidiaries employees which is known as the Lancaster Colony Corporation Executive Employee Deferred Compensation Plan (the "Plan"); and
WHEREAS, the recently enacted American Jobs Creation Act of 2004 added, effective January 1, 2005, a new Section 409A to the Internal Revenue Code of 1986, as amended ("Section 409A"); and
WHEREAS, Section 409A significantly impacts the Plan with respect to deferrals of compensation and the crediting of earnings for Plan Years commencing after December 31, 2004; and
WHEREAS, in view of the many uncertainties of Section 409A, Lancaster Colony desires to amend the Plan to freeze all Deferred Compensation Accounts under the Plan as of December 31, 2004; and
WHEREAS, Section 10.1 of the Plan permits such amendment.
NOW, THEREFORE, effective December 31, 2004, the Plan is amended as follows:
1. Section 4.1 is amended by the addition of the following sentence at the end thereof:
"Notwithstanding the foregoing, no Participant may make a deferral election for the Plan Year commencing January 1, 2005 or any Plan Year thereafter, and no Deferred Compensation Agreements will be accepted by the Committee with respect to post-December 31, 2004 Compensation (i.e., Compensation earned on and after January 1, 2005)."
2. Section 5.2 is amended by the addition of the following sentence at the end thereof:
"Notwithstanding the foregoing, no hypothetical earnings will be credited to any Participant's Deferred Compensation Account for any Plan Year commencing after December 31, 2004."
IN WITNESS WHEREOF, Lancaster Colony has caused this 2004 Amendment to the Plan to be executed this 31st day of December 2004, effective as of December 31, 2004.
LANCASTER COLONY CORPORATION
By: /s/ John L. Boylan
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Title: Treasurer
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