UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: MARCH 3, 2005
(Date of earliest event reported)
COMMISSION FILE NUMBER 0-4065-1
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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 43215
COLUMBUS, OHIO (Zip Code)
(Address of principal executive offices)
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 March 3, 2005, Lancaster Colony Corporation (the "Company") executed a
Second Amendment to Credit Agreement (the "Amendment"). The Amendment extends
the maturity of the Credit Agreement among the Company, the lenders party
thereto, and JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA, as
Agent (the "Credit Agreement") until February 15, 2008 and decreases the
aggregate amount that the Company may borrow to $100 million. The Company
currently has no borrowings under the Credit Agreement.
The foregoing description of the Amendment is qualified in its entirety by
reference to the terms and conditions contained in the Amendment, a copy of
which is filed as Exhibit 99.1 attached hereto. A copy of the Credit Agreement
was previously filed as an Exhibit to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2001, and the First Amendment to
Credit Agreement was previously filed as an Exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 2003.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
The information provided in Item 1.01 of this Current Report on Form 8-K
is hereby incorporated into this Item 2.03 by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
99.1 Second Amendment to the Credit Agreement dated as of March 3, 2005
among Lancaster Colony Corporation, the Lenders and JPMorgan Chase
Bank, N.A. as Agent
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.
LANCASTER COLONY CORPORATION
(Registrant)
Date: March 7, 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)
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION LOCATED AT
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99.1 Second Amendment to the Credit Agreement dated as of March 3, 2005
among Lancaster Colony Corporation, the Lenders and JPMorgan
Chase Bank, N.A. as Agent......................................... Filed herewith