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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
LANCASTER COLONY CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Ohio 13-1955943
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(State or Incorporation or Organization) (I.R.S. Employer Identification No.)
37 West Broad Street, Columbus, Ohio 43215
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None
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(Title of Class)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
Securities to be registered pursuant to Section 12(g) of the Act:
Name of each exchange
Title of each class On which each class is
To be so registered To be registered
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Preferred Stock Purchase Rights Nasdaq National Market System
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On February 23, 2000, the Board of Directors of Lancaster Colony
Corporation (the "Company") declared a dividend distribution of one right (a
"Right") on April 20, 2000 for each Common Share without par value (the "Common
Shares") of the Company to shareholders of record of the Common Shares issued
and outstanding at the close of business on April 20, 2000. Each Right entitles
the registered holder to purchase from the Company one one-hundredth of a Class
A Participating Preferred Share (the "Preferred Shares") at a purchase price of
$185 per one one-hundredth of a share (the "Purchase Price"), subject to
adjustment. The terms and the description of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and The Huntington
National Bank, as rights agent, dated as of April 20, 2000.
Initially the Rights will be attached to all Common Share certificates
representing shares then outstanding and no separate Rights Certificates will be
distributed. The Rights will separate from the Common Shares upon the earlier of
(i) ten calendar days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Shares (the "Share Acquisition Date") or (ii) ten
business days (or such later date as the Board of Directors shall determine)
following the commencement of a tender offer or exchange offer that would result
in a person or group beneficially owning 30% or more of such outstanding Common
Shares (the earlier of (i) and (ii) being referred to herein as the
"Distribution Date"). Until the Distribution Date, (i) the Rights will be
evidenced by the Common Share certificates and will be transferred with and only
with such Common Share certificates, (ii) new Common Share certificates issued
after April 20, 2000 will contain a notation incorporating the Rights Agreement
by reference, (iii) the surrender for transfer of any certificates for Common
Shares will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificates and (iv) the surrender of any
certificate for Common Shares will also constitute the surrender of the Rights
associated with such shares of Common Shares.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on April 20, 2010 (the "Expiration Date") unless
earlier redeemed by the Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date and thereafter the separate Rights
Certificates alone will represent the Rights.
The events described in this paragraph and the following paragraph are
referred to herein as the "Triggering Events." In the event that an Acquiring
Person becomes the beneficial owner of 15% or more of the then outstanding
Common Shares, each holder of a Right will thereafter have the right to receive,
upon exercise, Common Shares (or, in certain circumstances, cash, property or
other securities of the Company), having a then fair market value equal to two
times the Exercise Price of the Right. The "Exercise Price" is the Purchase
Price times the number of Common Shares associated with each Right.
Notwithstanding any of the foregoing, following the occurrence of the event set
forth in this paragraph, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person will be null and void.
Following the Share Acquisition Date, in the event that the identified
Acquiring Person controls the Board of Directors of the Company and (i) the
Company is acquired in a merger or business combination transaction in which the
Company is not the surviving corporation; (ii) the Company is the surviving
corporation in a consolidation or merger pursuant to which all or part of the
outstanding Common Shares are changed or exchanged for stock or other securities
of any other person or cash or any other property; or (iii) more than 50% of the
combined assets or earning power of the Company is sold or transferred (in each
case other than certain consolidations with, mergers with and into, or sales of
assets or earning power by or to subsidiaries of the Company as specified in the
Rights Agreement), each holder of a Right (except Rights which have previously
been voided as set forth above) shall thereafter have the right to receive, upon
exercise thereof, common shares of the acquiring company having a then fair
market value equal to two times the Exercise Price of the Right.
The Purchase Price payable, the number and kind of shares covered by
each Right and the number of Rights outstanding are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Shares, (ii) if
holders of the Preferred Shares are
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granted certain rights or warrants to subscribe for Preferred Shares or
securities convertible into Preferred Shares at less than the current market
price of the Preferred Shares, or (iii) upon the distribution to holders of the
Preferred Shares of evidences of indebtedness, cash (excluding regular quarterly
cash dividends), assets (other than dividends payable in Preferred Shares) or
subscription rights or warrants (other than those referred to in (ii) above).
With certain exceptions, no adjustments in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractions of a Preferred share are required to be issued (other than
fractions which are integral multiples of one one-hundredth of a Share of
Preferred Shares) and, in lieu thereof, the Company may make an adjustment in
cash based on the market price of the Preferred Shares on the last trading prior
to the date of exercise.
At any time until ten business days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right. Immediately upon the action of the Company's Board ordering
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.01 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for the Company's Common Shares or other consideration as set forth
above or in the event that the Rights are redeemed.
Other than those provisions relating to the Redemption Price, the Final
Expiration Date and the number of one one-hundredths of a Preferred Share, any
of the provisions of the Rights Agreement may be amended by the Board of
Directors of the Company prior to the Distribution Date. After the Distribution
Date, the provisions of the Rights Agreement may be amended by the Board in
order to cure any ambiguity, to make changes which do not adversely affect the
interests of holders of Rights (excluding the interests of any Acquiring
Person), or to shorten or lengthen any time period under the Rights Agreement;
provided, however, that no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not redeemable.
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ITEM 2. EXHIBITS.
Exhibit No. Description
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1 Form of Rights Agreement, dated
as of April 20, 2000, between
Lancaster Colony Corporation
and The Huntington National
Bank, as Rights Agent, which
includes as Exhibit B thereto
the Form of Rights Certificate
SIGNATURE
Pursuant to be requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
LANCASTER COLONY CORPORATION
Date: April 20, 2000 By: /s/John B. Gerlach, Jr.
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Name: John B. Gerlach, Jr.
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Title: President & Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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1 Form of Rights Agreement, dated
as of April 20, 2000, between
Lancaster Colony Corporation
and The Huntington National
Bank, as Rights Agent, which
includes as Exhibit B thereto
the Form of Rights Certificate
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