UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ 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, COLUMBUS, OHIO 43215 (Address of principal executive offices) (Zip Code) 614-224-7141 (Registrant's telephone number, including area code) NONE (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- As of December 31, 2001, there were approximately 36,783,000 shares of common stock, no par value per share, outstanding. Page 1 of 10
LANCASTER COLONY CORPORATION AND SUBSIDIARIES INDEX <TABLE> <CAPTION> Page No. -------- <S> <C> <C> Part I. Financial Information Condensed Consolidated Balance Sheets - December 31, 2001 and June 30, 2001 3 Condensed Consolidated Statements of Income - Three Months and Six Months Ended December 31, 2001 and 2000 4 Condensed Consolidated Statements of Cash Flows - Six Months Ended December 31, 2001 and 2000 5 Notes to Condensed Consolidated Financial Statements 6 Management's Discussion and Analysis of the Results of Operations and Financial Condition 7-9 Part II. Other Information Item 4 - Submission of Matters to a Vote of Security Holders 10 Item 6 - Exhibits and Reports on Form 8-K 10 Signatures 10 </TABLE> Page 2 of 10
LANCASTER COLONY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS <TABLE> <CAPTION> December 31 June 30 2001 2001 ------------- ------------- (Unaudited) <S> <C> <C> ASSETS Current Assets: Cash and equivalents $ 35,953,000 $ 4,873,000 Receivables (less allowance for doubtful accounts, December 31, 2001 - $19,316,000; June 30, 2001 - $3,167,000) 113,742,000 107,895,000 Inventories: Raw materials and supplies 47,995,000 48,435,000 Finished goods and work in process 102,181,000 135,952,000 ------------- ------------- Total inventories 150,176,000 184,387,000 Prepaid expenses and other current assets 27,894,000 20,450,000 ------------- ------------- Total current assets 327,765,000 317,605,000 Property, Plant and Equipment - At cost 443,358,000 437,138,000 Less Accumulated Depreciation 276,086,000 263,969,000 ------------- ------------- Property, plant and equipment - net 167,272,000 173,169,000 Goodwill - net of accumulated amortization 74,500,000 73,397,000 Other Assets 7,007,000 7,766,000 ------------- ------------- Total Assets $ 576,544,000 $ 571,937,000 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Short-term bank loans $ 4,500,000 Current portion of long-term debt 1,945,000 Accounts payable $ 40,073,000 41,565,000 Accrued liabilities 48,609,000 44,284,000 ------------- ------------- Total current liabilities 88,682,000 92,294,000 Long-Term Debt - Less current portion 1,095,000 Other Noncurrent Liabilities 8,027,000 7,346,000 Deferred Income Taxes 9,699,000 11,301,000 Shareholders' Equity: Preferred stock - authorized 3,050,000 shares issuable in series; Class A - $1.00 par value, authorized 750,000 shares; Class B and C - no par value, authorized 1,150,000 shares each; outstanding - none Common stock - authorized 75,000,000 shares; issued December 31, 2001 - no par value - 47,349,227 shares; June 30, 2001 - no par value - 47,270,030 shares 57,711,000 55,229,000 Retained earnings 711,543,000 686,722,000 Accumulated other comprehensive income 101,000 99,000 ------------- ------------- Total 769,355,000 742,050,000 Less: Common stock in treasury, at cost December 31, 2001 - 10,566,414 shares; June 30, 2001 - 10,016,814 shares 299,219,000 282,149,000 ------------- ------------- Total shareholders' equity 470,136,000 459,901,000 ------------- ------------- Total Liabilities and Shareholders' Equity $ 576,544,000 $ 571,937,000 ============= ============= </TABLE> See Notes to Condensed Consolidated Financial Statements Page 3 of 10
LANCASTER COLONY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) <TABLE> <CAPTION> Three Months Ended Six Months Ended December 31 December 31 2001 2000 2001 2000 ------------- ------------- ------------- ------------- <S> <C> <C> <C> <C> Net Sales $ 311,873,000 $ 311,101,000 $ 576,802,000 $ 571,777,000 Cost of Sales 241,520,000 233,861,000 447,132,000 434,006,000 ------------- ------------- ------------- ------------- Gross Margin 70,353,000 77,240,000 129,670,000 137,771,000 Selling, General and Administrative Expenses 42,359,000 28,385,000 68,023,000 53,857,000 ------------- ------------- ------------- ------------- Operating Income 27,994,000 48,855,000 61,647,000 83,914,000 Other Income (Expense): Interest Expense (653,000) (54,000) (913,000) Interest Income and Other - Net 462,000 109,000 (122,000) (72,000) ------------- ------------- ------------- ------------- Income Before Income Taxes 28,456,000 48,311,000 61,471,000 82,929,000 Taxes Based on Income 11,033,000 18,458,000 23,707,000 31,829,000 ------------- ------------- ------------- ------------- Income Before Cumulative Effect of Accounting Change 17,423,000 29,853,000 37,764,000 51,100,000 Cumulative Effect of Accounting Change, Net of Tax Benefit of $619,000 (998,000) ------------- ------------- ------------- ------------- Net Income $ 17,423,000 $ 29,853,000 $ 37,764,000 $ 50,102,000 ============= ============= ============= ============= Net Income Per Common Share: Before Cumulative Effect of Accounting Change: Basic and Diluted $ .47 $ .79 $ 1.02 $ 1.35 Cumulative Effect of Accounting Change: Basic and Diluted $ (.03) After Cumulative Effect of Accounting Change: Basic and Diluted $ .47 $ .79 $ 1.02 $ 1.33 Cash Dividends Per Common Share $ .18 $ .17 $ .35 $ .33 Weighted Average Common Shares Outstanding: Basic 36,880,000 37,714,000 37,031,000 37,800,000 Diluted 36,931,000 37,724,000 37,081,000 37,809,000 </TABLE> See Notes to Condensed Consolidated Financial Statements Page 4 of 10
LANCASTER COLONY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) <TABLE> <CAPTION> Six Months Ended December 31 2001 2000 ------------ ------------ <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 37,764,000 $ 50,102,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 17,486,000 17,617,000 Provision for losses on accounts receivable 16,028,000 687,000 Deferred income taxes and other noncash charges (5,921,000) (367,000) Loss (gain) on sale of property 87,000 (453,000) Changes in operating assets and liabilities: Receivables (21,875,000) (24,615,000) Inventories 34,211,000 1,917,000 Prepaid expenses and other current assets (2,444,000) (2,702,000) Accounts payable (1,492,000) 2,106,000 Accrued liabilities 4,425,000 14,715,000 ------------ ------------ Net cash provided by operating activities 78,269,000 59,007,000 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid for acquisitions, net of cash acquired (32,444,000) Payments on property additions (8,734,000) (11,363,000) Proceeds from sale of property 49,000 712,000 Other - net (3,335,000) (1,090,000) ------------ ------------ Net cash used in investing activities (12,020,000) (44,185,000) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of treasury stock (17,070,000) (6,412,000) Payment of dividends (12,943,000) (12,457,000) Net change in short-term bank loans (4,500,000) 5,750,000 Payments on long-term debt (3,040,000) (535,000) Common stock issued upon exercise of stock options 2,382,000 99,000 ------------ ------------ Net cash used in financing activities (35,171,000) (13,555,000) ------------ ------------ Effect of exchange rate changes on cash 2,000 (9,000) ------------ ------------ Net change in cash and equivalents 31,080,000 1,258,000 Cash and equivalents at beginning of year 4,873,000 2,656,000 ------------ ------------ Cash and equivalents at end of period $ 35,953,000 $ 3,914,000 ============ ============ SUPPLEMENTAL DISCLOSURE OF OPERATING CASH FLOWS: Cash paid during the period for: Interest $ 90,000 $ 925,000 ============ ============ Income taxes $ 24,201,000 $ 20,271,000 ============ ============ </TABLE> See Notes to Condensed Consolidated Financial Statements Page 5 of 10
LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIODS ENDED DECEMBER 31, 2001 AND 2000 (1) The interim condensed consolidated financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for a fair presentation of the results of operations and financial position for such periods. All such adjustments reflected in the interim condensed consolidated financial statements are considered to be of a normal recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full year. Accordingly, these financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended June 30, 2001. (2) Comparative second quarter and year-to-date unaudited results by segment are as follows: <TABLE> <CAPTION> Three Months Ended Six Months Ended December 31 December 31 (Dollars in Thousands) 2001 2000 2001 2000 --------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> NET SALES Specialty Foods $ 149,728 $ 134,491 $ 285,548 $ 254,389 Glassware and Candles 103,926 118,192 182,583 197,933 Automotive 58,219 58,418 108,671 119,455 ------------------------------------------------------------------------------------------------------- Total $ 311,873 $ 311,101 $ 576,802 $ 571,777 ======================================================================================================= OPERATING INCOME Specialty Foods $ 28,606 $ 30,740 $ 56,906 $ 54,809 Glassware and Candles (2,687) 19,220 2,709 31,281 Automotive 3,505 525 5,005 928 Corporate expenses (1,430) (1,630) (2,973) (3,104) ------------------------------------------------------------------------------------------------------- Total $ 27,994 $ 48,855 $ 61,647 $ 83,914 ======================================================================================================= </TABLE> (3) In April 2001, the Emerging Issues Task Force ("EITF") of the Financial Accounting Standards Board reached a consensus on Issue No. 00-25 "Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products", which was later codified by EITF Issue No. 01-9. The EITF concluded that certain sales incentives which are currently classified as selling expenses are to be recorded as a reduction of revenue. The consensus on this EITF is effective for annual or interim periods beginning after December 15, 2001, and the Company early adopted this guidance during the quarter ended December 31, 2001. As required, certain current year and prior year amounts have been reclassified from selling expenses to a reduction in net sales for the three- and six-month periods presented. In October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard ("SFAS") No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 provides guidance on the accounting for long-lived assets to be held and used and for assets to be disposed of through sale or by other means. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. Management has not yet completed its analysis of this Statement as to its impact on the Company's financial statements and disclosures. (4) At December 31, 2001, the Company is a party to various legal and environmental matters which have arisen in the ordinary course of business. Such matters did not have a material adverse effect on the current quarter results of operations and, in the opinion of management, their ultimate disposition will not have a material adverse effect on the Company's Condensed Consolidated Financial Statements. In December 2001, the Company settled litigation originally filed in fiscal 2001 relating to the alleged receipt of preferential payments associated with a major customer's bankruptcy filing that occurred in January 2000. The effect of this settlement on the Company's financial results for the three and six months ended December 31, 2001 was not significant. (5) On January 22, 2002, Kmart Corporation, a customer of the Company, filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. As a result, the Company recorded a provision of approximately $14.3 million in the quarter ended December 31, 2001 to reserve for the full amount of its accounts receivable exposure. Also in January 2002, the Company was notified by the U.S. Treasury Department that they would receive payment under the Continued Dumping and Subsidy Offset Act of 2000. In February 2002, consistent with this notice, the Company received a payment of approximately $15 million, which will be treated as other income in the third fiscal quarter financial statements. Page 6 of 10
LANCASTER COLONY CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR THE PERIODS ENDED DECEMBER 31, 2001 AND 2000 RESULTS OF OPERATIONS <TABLE> <CAPTION> Three Months Ended Six Months Ended December 31 December 31 (Dollars in Thousands) 2001 2000 2001 2000 ------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> NET SALES Specialty Foods $ 149,728 $ 134,491 $ 285,548 $ 254,389 Glassware and Candles 103,926 118,192 182,583 197,933 Automotive 58,219 58,418 108,671 119,455 ------------------------------------------------------------------------------------------------------- Total $ 311,873 $ 311,101 $ 576,802 $ 571,777 ======================================================================================================= </TABLE> As reflected above, consolidated net sales of $311,873,000 for the three months ended December 31, 2001 remained essentially level with the $311,101,000 recorded in the comparable period of fiscal 2001. Consolidated net sales for the six months ended December 31, 2001 of $576,802,000 increased 1% over the preceding year's total of $571,777,000. Within the Specialty Foods segment, sales increases were achieved in excess of 11% and 12% in the respective three- and six-month periods, primarily resulting from internal growth. An increase in sales of frozen bread products led retail growth, including that derived from the March 2001 acquisition of the Mamma Bella product line. Foodservice volumes also increased, primarily as a result of the growth in larger, national restaurant accounts. Somewhat offsetting this sales growth was the increase in trade promotional costs, which are netted against gross sales. Such costs grew at a pace in excess of the segment's sales due, in part, to a marked curtailment in promotional activities of frozen garlic bread lines in the second quarter of last year, which reflected the limited production capacity available at that time. Other factors influencing the increase in these costs were the product mix and additional support provided for certain non-frozen product lines. Net sales of the Glassware and Candles segment declined 12% and 8% for the respective three- and six-month periods. The generally weaker economic conditions present in the U.S. appeared to adversely impact the sales of most product lines within this segment. Sales of this segment's candle products were also affected by the impact of increased competitive pricing pressures. Net sales of the Automotive segment were essentially flat for the second quarter and declined approximately 9% for the six-month period. Less favorable economic conditions and lower new vehicle production adversely affected demand for this segment's products. Increased volume associated with new aluminum programs with OEM accounts mitigated the decline otherwise present. The Company's consolidated gross margins as a percentage of net sales of 22.6% and 22.5% declined for both the respective three- and six-month periods ended December 31, 2001 relative to the 24.8% and 24.1% achieved for the comparable periods of fiscal 2001. Although automotive margins increased as a result of the benefits of higher production efficiencies and somewhat lower material costs, the Company's other two segments experienced a decline in such margins. Lower margins within the Glassware and Candles segment were attributable to lower sales levels, the existence of competitive pricing issues and less fixed-cost overhead absorption associated with a decline in production levels. Glassware margins were also adversely affected in the most recent quarter by costs associated with a labor strike occurring at one of the glassware production facilities. A labor settlement was reached at this location in January 2002. Natural gas costs associated with glassware production also continued near historically high levels through December 2001. Margins associated with specialty food products also declined as a result of the higher promotional costs discussed above and the presence of somewhat higher, dairy-related raw material costs. Consolidated selling, general and administrative costs of $42,359,000 and $68,023,000 increased 49% and 26%, respectively, from the corresponding fiscal 2001 three- and six-month totals of $28,385,000 and $53,857,000. This increase is primarily the result of the Glassware and Candles segment incurring a charge of approximately $14.3 million to reserve for the full amount of its accounts receivable exposure with Kmart Page 7 of 10
Corporation, which filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code on January 22, 2002. Sales to Kmart Corporation during fiscal 2001 comprised about 4% of consolidated net sales. Shipments made to Kmart between December 31, 2001 and the time of its bankruptcy filing were nominal. Although presently uncertain with respect to volume, the Company's shipments to Kmart are expected to resume in February 2002. The foregoing factors contributed to consolidated operating income totaling $27,994,000 and $61,647,000 for the three- and six-month periods ended December 31, 2001. These amounts represented decreases of 43% and 27% over the corresponding fiscal 2001 totals of $48,855,000 and $83,914,000. By segment, the Company's operating income can be summarized as follows: <TABLE> <CAPTION> Three Months Ended Six Months Ended December 31 December 31 (Dollars in Thousands) 2001 2000 2001 2000 ------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> OPERATING INCOME Specialty Foods $ 28,606 $ 30,740 $ 56,906 $ 54,809 Glassware and Candles (2,687) 19,220 2,709 31,281 Automotive 3,505 525 5,005 928 Corporate expenses (1,430) (1,630) (2,973) (3,104) ------------------------------------------------------------------------------------------------------- Total $ 27,994 $ 48,855 $ 61,647 $ 83,914 ======================================================================================================= </TABLE> Components of other income and expense in the consolidated statements of income, including interest, were affected in the current year by lowered levels of debt and interest rates. In addition, a gain was recorded in the second quarter of fiscal 2002 for approximately $1 million related to insurance proceeds from a casualty loss which occurred in January 2001. Other income for the second quarter of fiscal 2001 included a gain of approximately $477,000 related to the sale of idle facilities. Similar to operating income, net income of $17,423,000 and $37,764,000 for the three- and six-month periods ended December 31, 2001 declined 42% and 25% over the corresponding totals of fiscal 2001. However, the prior year's earnings for six months reflected a charge for the cumulative effect of an accounting change that totaled $998,000 after taxes. As was further affected by the Company's share repurchases, fully diluted earnings per share of $.47 and $1.02 for the three- and six-month periods declined 40% and 23%, respectively, compared to the preceding year's comparable totals of $.79 and $1.33, after the cumulative effect of the accounting change. While net income and earnings per share were not affected, certain current year and prior year amounts have been reclassified from selling expenses to a reduction in net sales in order to conform with the consensus reached by the Emerging Issues Task Force ("EITF") in EITF Issue No. 00-25 and as further codified by EITF Issue No. 01-9. FINANCIAL CONDITION Net cash provided by operating activities for the six months ended December 31, 2001 totaled $78,269,000, which is $19,262,000 greater than the $59,007,000 provided in the six months ended December 31, 2000. This fluctuation in cash flows primarily resulted from the extent of relative year-over-year changes in various working capital components. Inventory levels of $150,176,000 at December 31, 2001 decreased by $34,211,000 since June 30, which compares to a decrease of $1,917,000 during the comparable period of 2000. The greater decline occurring in 2001 was influenced by management intentionally attempting to rebalance inventories of non-food products to more appropriate levels on lower sales. Further initiatives in this regard are being implemented within the Glassware and Candles segment. The effect on cash flows of the lowered levels of fiscal 2002 net income was partially offset by a non-cash pretax charge of $14.3 million related to the bankruptcy of Kmart Corporation. Significant investment activities for the first half of fiscal 2002 included $8,734,000 paid for property additions. Financing activities for the six months ended December 31, 2001 included $17,070,000 expended for share repurchases and $12,943,000 for dividends paid. The level of total dividends paid in the current period increased 4% over that paid in the comparable prior year as the share reduction resulting from share repurchases Page 8 of 10
partially offset the impact of a $.01 per share increase in the effective dividend rate. Approximately 2,051,000 shares remained authorized for future buyback at December 31, 2001. Management believes that cash provided from operations and the currently available bank credit arrangements should be adequate to meet the Company's foreseeable cash requirements over the remainder of fiscal 2002. In February 2002, consistent with notice previously provided to the Company by the U.S. Treasury Department in January, the Company received approximately $15 million under the Continued Dumping and Subsidy Offset Act of 2000 ("CDSOA"). This payment will be treated as other income in the third fiscal quarter financial statements. This legislation, which applies to the Company's candle operations, is in its first year of effectiveness and is intended to redress unfair dumping of imported products through cash payments to eligible affected companies. Payments to be received in future years under CDSOA are subject to many variables outside the control of the Company and, accordingly, the related amounts, if any, are not subject to reasonable estimation at the present time. In July 2001, the Financial Accounting Standards Board issued two pronouncements, Statement of Financial Accounting Standard ("SFAS") No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets", relating to the accounting for goodwill and other intangible assets associated with business combinations. SFAS No. 141 requires the use of the purchase method of accounting for all business combinations initiated after June 30, 2001 and eliminates the pooling-of-interests method. SFAS No. 142 requires, among other things, the discontinuance of goodwill amortization for goodwill or intangibles with indefinite lives and requires at least annual assessments for impairment. The amortization provisions apply immediately to goodwill and intangible assets acquired after June 30, 2001 and will apply upon adoption of SFAS No. 142 in the first quarter of fiscal 2003 for goodwill and intangible assets recorded on the books at June 30, 2001. Within the first six months of adoption, the Company will perform the first of the required impairment tests of goodwill and intangible assets. Any initial adjustments relating to impairment will be accounted for as a cumulative change in accounting in the year of adoption. Solely for reference purposes, goodwill amortization incurred during the first six months of fiscal 2002 totaled approximately $1,321,000. In October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 provides guidance on the accounting for long-lived assets to be held and used and for assets to be disposed of through sale or by other means. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. Management has not yet completed its analyses of these Statements as to their impact on the Company's financial statements and disclosures. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This Form 10-Q contains forward-looking statements related to future growth and earnings opportunities. Such statements are based upon certain assumptions and assessments made by management of the Company in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes to be appropriate. Actual results may differ as a result of factors over which the Company has no control including the strength of the economy, slower than anticipated sales growth, the extent of operational efficiencies achieved, the success of new product introductions, price and product competition, and increases in raw materials costs. Management believes these forward-looking statements to be reasonable; however, undue reliance should not be placed on such statements, which are based on current expectations. The Company undertakes no obligation to publicly update such forward-looking statements. More detailed statements regarding significant events which could affect the Company's financial results are included in the Company's Forms 10-K and 10-Q filed with the Securities and Exchange Commission. Page 9 of 10
PART II. OTHER INFORMATION Item 4 - Submission of Matters to a Vote of Security Holders - ------------------------------------------------------------ The registrant held its annual meeting of the shareholders on November 19, 2001. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934. There were no matters discussed or voted upon at the annual meeting, except for the election of the following three directors whose term will expire in 2004: <TABLE> <CAPTION> Shares Shares Voted Shares Not "For" "Withheld" Voted ------------ ---------- ----------- <S> <C> <C> <C> John L. Boylan 29,819,056 4,168,233 3,174,327 Henry M. O'Neill, Jr. 33,760,462 226,827 3,174,327 Zuheir Sofia 33,724,801 262,488 3,174,327 </TABLE> As of November 19, 2001, the following individuals also continued to serve as directors of the registrant: Kerrii B. Anderson Morris S. Halpern Robert L. Fox Robert S. Hamilton John B. Gerlach, Jr. Edward H. Jennings Item 6 - Exhibits and Reports on Form 8-K - ----------------------------------------- Reports on Form 8-K - There were no reports filed on Form 8-K for the three months ended December 31, 2001. 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 thereunto duly authorized. LANCASTER COLONY CORPORATION Date: February 7, 2002 BY: /S/ John B. Gerlach, Jr. -------------------------- --------------------------------- JOHN B. GERLACH, JR. Chairman, Chief Executive Officer and President Date: February 7, 2002 BY: /S/ John L. Boylan -------------------------- --------------------------------- JOHN L. BOYLAN Treasurer, Vice President, Assistant Secretary and Chief Financial Officer (Principal Financial and Accounting Officer) Page 10 of 10