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 Barington’s 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

 

 

 

   99.5

Letter, dated September 19, 2006, from Barington to the Secretary of the Company.

7 to 11

 

 

 

   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

 

 

 

BARINGTON COMPANIES EQUITY

 

 

PARTNERS, L.P.

 

 

By: Barington Companies Investors, LLC, its
general partner

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BARINGTON COMPANIES INVESTORS, LLC

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BARINGTON INVESTMENTS, L.P.

 

 

By: Barington Companies Advisors, LLC, its
general partner

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BARINGTON COMPANIES ADVISORS, LLC.

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BENCHMARK OPPORTUNITAS FUND PLC

 

 

By: Barington Offshore Advisors, LLC

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 


 

Page 4 of 13 Pages

 

 

 

 

BARINGTON OFFSHORE ADVISORS, LLC

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BARINGTON COMPANIES OFFSHORE FUND, LTD.

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: President

 

 

 

BARINGTON OFFSHORE ADVISORS II, LLC

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BARINGTON CAPITAL GROUP, L.P.

 

 

By: LNA Capital Corp., its general partner

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: President and CEO

 

 

 

LNA CAPITAL CORP.

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: President and CEO

 

 

/s/ James A. Mitarotonda

 

James A. Mitarotonda

 

 

 

 

RJG CAPITAL PARTNERS, L.P.

 

 

By: RJG Capital Management, LLC, its general partner

 

 

By: /s/ Ronald J. Gross

 

Name: Ronald J. Gross

 

Title: Managing Member

 

 


 

Page 5 of 13 Pages

 

 

 

 

RJG CAPITAL MANAGEMENT, LLC

 

 

By: /s/ Ronald J. Gross

 

Name: Ronald J. Gross

 

Title: Managing Member

 

 

 

/s/ Ronald J. Gross

 

 

Ronald J. Gross

 

 

 

D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.

 

 

By: D.B. Zwirn Partners, LLC, its general partner

 

 

By: Zwirn Holdings, LLC, its managing member

 

 

By: /s/ Daniel B. Zwirn

 

Name: Daniel B. Zwirn

 

Title: Managing Member

 

 

 

D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD.

 

 

By: D.B. Zwirn & Co., L.P., its manager

 

 

By: DBZ GP, LLC, its general partner

 

 

By: Zwirn Holdings, LLC, its managing member

 

 

By: /s/ Daniel B. Zwirn

 

Name: Daniel B. Zwirn

 

Title: Managing Member

 

 

 

HCM/Z SPECIAL OPPORTUNITIES LLC

 

 

By: D.B. Zwirn & Co., L.P., its manager

 

 

By: DBZ GP, LLC, its general partner

 

 

By: Zwirn Holdings, LLC, its managing member

 

 

By: /s/ Daniel B. Zwirn

 

Name: Daniel B. Zwirn

 

Title: Managing Member

 

 


 

Page 6 of 13 Pages

 

 

 

 

D.B. ZWIRN & CO., L.P.

 

 

By: DBZ GP, LLC, its general partner

 

 

By: Zwirn Holdings, LLC, its managing member

 

 

By: /s/ Daniel B. Zwirn

 

Name: Daniel B. Zwirn

 

Title: Managing Member

 

 

 

DBZ GP, LLC

 

 

By: Zwirn Holdings, LLC, its managing member

 

 

By: /s/ Daniel B. Zwirn

 

Name: Daniel B. Zwirn

 

Title: Managing Member

 

 

 

ZWIRN HOLDINGS, LLC

 

 

By: /s/ Daniel B. Zwirn

 

Name: Daniel B. Zwirn

 

Title: Managing Member

 

 

 

/s/ Daniel B. Zwirn

 

 

Daniel B. Zwirn