UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 5)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Lancaster Colony Corporation
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
513847103
(CUSIP Number)
Mr. James A. Mitarotonda
c/o Barington Companies Equity Partners, L.P.
888 Seventh Avenue, 17th Floor
New York, NY 10019
(212) 974-5700
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
September 19, 2007
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: [ ].
(Continued on following pages)
(Page 1 of 13 Pages)
Page 2 of 13 Pages
This Amendment No. 5 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the SEC) on March 19, 2007, as amended by that certain Amendment No. 1 filed with the SEC on June 18, 2007, that certain Amendment No. 2 filed with the SEC on June 25, 2007, that certain Amendment No. 3 filed with the SEC on July 23, 2007 and that certain Amendment No. 4 filed with the SEC on September 17, 2007 (collectively, the Statement) by and on behalf of Barington Companies Equity Partners, L.P. (Barington) and others with respect to the common stock, no par value per share (the "Common Stock"), of Lancaster Colony Corporation, an Ohio corporation (the "Company"). The principal executive offices of the Company are located at 37 West Broad Street, Columbus, Ohio 43215.
Item 4. |
Purpose of Transaction. |
Item 4 of the Statement is hereby amended and supplemented as follows:
On September 19, 2007, Barington delivered to the Secretary of the Company a letter (the Nomination Letter) notifying the Company of Baringtons intention to nominate three (3) persons for election to the Board of Directors of the Company at the 2007 Annual Meeting of Shareholders of the Company (the 2007 Annual Meeting). A copy of the Nomination Letter is attached as Exhibit 99.5 hereto and incorporated herein by reference.
In connection with the Nomination Letter, Barington obtained the consent of each of James A. Mitarotonda, Nick White and Stuart I. Oran to being nominated as a director of the Company, to being named in any proxy statement filed by Barington with respect to such nomination and to serving as a director of the Company if elected.
On September 21, 2007, Barington Capital Group, L.P., an affiliate of Barington, issued a press release announcing that Barington has notified the Company of its intention to nominate three (3) persons for election to the Board of Directors of the Company at the 2007 Annual Meeting of Shareholders. A copy of the press release is attached as Exhibit 99.6 hereto and incorporated herein by reference.
Item 7. |
Material to be Filed as Exhibits. |
Exhibit No. |
Exhibit Description |
Page |
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99.5 |
Letter, dated September 19, 2006, from Barington to the Secretary of the Company. |
7 to 11 |
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99.6 |
Press Release issued by Barington Capital Group, L.P., dated September 21, 2007. |
12 to 13 |
Page 3 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct.
Dated: September 21, 2007
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BARINGTON COMPANIES EQUITY |
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PARTNERS, L.P. |
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By: Barington Companies Investors, LLC, its |
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By: /s/ James A. Mitarotonda |
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Name: James A. Mitarotonda |
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Title: Managing Member |
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BARINGTON COMPANIES INVESTORS, LLC |
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By: /s/ James A. Mitarotonda |
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Name: James A. Mitarotonda |
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Title: Managing Member |
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BARINGTON INVESTMENTS, L.P. |
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By: Barington Companies Advisors, LLC, its |
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By: /s/ James A. Mitarotonda |
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Name: James A. Mitarotonda |
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Title: Managing Member |
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BARINGTON COMPANIES ADVISORS, LLC. |
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By: /s/ James A. Mitarotonda |
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Name: James A. Mitarotonda |
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Title: Managing Member |
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BENCHMARK OPPORTUNITAS FUND PLC |
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By: Barington Offshore Advisors, LLC |
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By: /s/ James A. Mitarotonda |
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Name: James A. Mitarotonda |
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Title: Managing Member |
Page 4 of 13 Pages
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BARINGTON OFFSHORE ADVISORS, LLC |
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By: /s/ James A. Mitarotonda |
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Name: James A. Mitarotonda |
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Title: Managing Member |
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BARINGTON COMPANIES OFFSHORE FUND, LTD. |
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By: /s/ James A. Mitarotonda |
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Name: James A. Mitarotonda |
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Title: President |
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BARINGTON OFFSHORE ADVISORS II, LLC |
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By: /s/ James A. Mitarotonda |
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Name: James A. Mitarotonda |
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Title: Managing Member |
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BARINGTON CAPITAL GROUP, L.P. |
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By: LNA Capital Corp., its general partner |
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By: /s/ James A. Mitarotonda |
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Name: James A. Mitarotonda |
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Title: President and CEO |
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LNA CAPITAL CORP. |
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By: /s/ James A. Mitarotonda |
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Name: James A. Mitarotonda |
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Title: President and CEO |
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/s/ James A. Mitarotonda |
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James A. Mitarotonda |
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RJG CAPITAL PARTNERS, L.P. |
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By: RJG Capital Management, LLC, its general partner |
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By: /s/ Ronald J. Gross |
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Name: Ronald J. Gross |
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Title: Managing Member |
Page 5 of 13 Pages
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RJG CAPITAL MANAGEMENT, LLC |
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By: /s/ Ronald J. Gross |
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Name: Ronald J. Gross |
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Title: Managing Member |
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/s/ Ronald J. Gross |
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Ronald J. Gross |
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D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. |
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By: D.B. Zwirn Partners, LLC, its general partner |
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By: Zwirn Holdings, LLC, its managing member |
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By: /s/ Daniel B. Zwirn |
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Name: Daniel B. Zwirn |
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Title: Managing Member |
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D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD. |
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By: D.B. Zwirn & Co., L.P., its manager |
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By: DBZ GP, LLC, its general partner |
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By: Zwirn Holdings, LLC, its managing member |
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By: /s/ Daniel B. Zwirn |
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Name: Daniel B. Zwirn |
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Title: Managing Member |
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HCM/Z SPECIAL OPPORTUNITIES LLC |
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By: D.B. Zwirn & Co., L.P., its manager |
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By: DBZ GP, LLC, its general partner |
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By: Zwirn Holdings, LLC, its managing member |
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By: /s/ Daniel B. Zwirn |
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Name: Daniel B. Zwirn |
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Title: Managing Member |
Page 6 of 13 Pages
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D.B. ZWIRN & CO., L.P. |
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By: DBZ GP, LLC, its general partner |
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By: Zwirn Holdings, LLC, its managing member |
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By: /s/ Daniel B. Zwirn |
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Name: Daniel B. Zwirn |
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Title: Managing Member |
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DBZ GP, LLC |
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By: Zwirn Holdings, LLC, its managing member |
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By: /s/ Daniel B. Zwirn |
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Name: Daniel B. Zwirn |
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Title: Managing Member |
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ZWIRN HOLDINGS, LLC |
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By: /s/ Daniel B. Zwirn |
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Name: Daniel B. Zwirn |
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Title: Managing Member |
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/s/ Daniel B. Zwirn |
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Daniel B. Zwirn |