MARZETTI CO — Annual Report 2011

Sep 27, 2011

10-K/A 1 c22655e10vkza.htm FORM 10-K/A Form 10-K/A PAGEBREAK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K/A

(Amendment No. 1)

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

xbrl,dc

For the fiscal year ended June 30, 2011

/xbrl,dc

or

o 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 000-04065

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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, without par value	NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one.)

Large accelerated filer þ
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of Common Stock held by non-affiliates on December 31, 2010 was approximately $1,074,883,000, based on the closing price of these shares on that day.

As of August 17, 2011, there were approximately 27,341,000 shares of Common Stock, without par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement to be filed for its November 2011 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

Folio /Folio

PAGEBREAK

link1 "EXPLANATORY NOTE"

EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-K/A (Amendment No. 1) solely to furnish the Extensible Business Reporting Language information in Exhibit 101 that was excluded from our timely filed Annual Report on Form 10-K for the fiscal year ended June 30, 2011, as required by Rule 405 of Regulation S-T. This Amendment No. 1 makes no other changes to and does not reflect any events occurring after the filing of the Annual Report on Form 10-K as filed with the Securities and Exchange Commission on August 29, 2011 other than updating the Index to Exhibits.

Folio /Folio

PAGEBREAK

link1 "SIGNATURES"

SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) 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
(Registrant)
By:	/s/ John l. Boylan John L. Boylan
	Treasurer, Vice President, Assistant Secretary, Chief Financial Officer and Director
Date: September 27, 2011

Folio /Folio

PAGEBREAK

link1 "INDEX TO EXHIBITS"

INDEX TO EXHIBITS

Exhibit — Number		Description
3.1		Amended and Restated Articles of Incorporation of Lancaster Colony Corporation
(incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q (000-04065),
filed February 9, 2009).
3.2		Amended and Restated Regulations of Lancaster Colony Corporation (incorporated by
reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q (000-04065), filed February 9,
2009).
4.1		Specimen Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the
Annual Report on Form 10-K (000-04065), filed August 25, 2010).
4.2		Credit Agreement, dated as of October 5, 2007, by and among Lancaster Colony Corporation,
the Lenders (as defined therein) and JPMorgan Chase Bank, NA (incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K (000-04065), filed October 11, 2007).
10.1	(a)	Lancaster Colony Corporation Executive Employee Deferred Compensation Plan
(incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K (000-04065),
filed September 26, 2000).
10.2	(a)	2004 Amendment to Lancaster Colony Corporation Executive Employee Deferred
Compensation Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form
8-K (000-04065), filed January 3, 2005).
10.3	(a)	Lancaster Colony Corporation 2005 Executive Employee Deferred
Compensation Plan (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K
(000-04065), filed February 25, 2005).
10.4	(a)	Lancaster Colony Corporation Amended and Restated 2005 Stock Plan (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K (000-04065), filed November
19, 2010).
10.5	(a)	Form of Restricted Stock Award Agreement for Directors under the Lancaster
Colony Corporation 2005 Stock Plan (incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q (000-04065), filed February 9, 2011).
10.6	(a)	Form of Stock Appreciation Rights Award Agreement for employees and consultants
under the Lancaster Colony Corporation 2005 Stock Plan (incorporated by reference to Exhibit
10.2 to the Quarterly Report on Form 10-Q (000-04065), filed May 10, 2011).
10.7	(a)	Form of Restricted Stock Award Agreement for employees and
consultants under the Lancaster Colony Corporation 2005 Stock Plan (incorporated by reference
to Exhibit 10.1 to the Quarterly Report on Form 10-Q (000-04065), filed May 10, 2011).
10.8	(a)	Amended and Restated Key Employee Severance Agreement, dated December 3, 2008,
between Lancaster Colony Corporation and John L. Boylan (incorporated by reference to Exhibit
10.1 to the Quarterly Report on Form 10-Q (000-04065), filed February 9, 2009).
10.9	(a)	Amended and Restated Key Employee Severance Agreement, dated
December 3, 2008, between Lancaster Colony Corporation and Bruce L. Rosa (incorporated by
reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (000-04065), filed February 9,
2009).
10.10	(a)	Description of Executive Bonus Arrangements (incorporated by reference to
Exhibit 10.9 to the Annual Report on Form 10-K (000-04065), filed September 10, 2004).
10.11		Construction Contract Between Sister Schubert’s Homemade Rolls, Inc. and Gray Construction,
Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (000-04065),
filed August 27, 2010).

Folio /Folio

PAGEBREAK

Exhibit — Number		Description
21	(b)	Subsidiaries of Registrant.
23	(b)	Consent of Independent Registered Public Accounting Firm
31.1	(b)	Certification of CEO pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
31.2	(b)	Certification of CFO pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
32	(b)	Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	(c)	XBRL Instance Document
101.SCH	(c)	XBRL Taxonomy Extension Schema Document
101.CAL	(c)	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	(c)	XBRL Taxonomy Definition Linkbase Document
101.LAB	(c)	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	(c)	XBRL Taxonomy Extension Presentation Linkbase Document

| (a) | Indicates a management contract or compensatory plan, contract or arrangement in
which any Director or any Executive Officer participates. |
| --- | --- |
| (b) | Filed with the Registrant’s original Annual Report on Form 10-K for the year ended
June 30, 2011, which was originally filed on August 29, 2011. |
| (c) | Furnished herewith. |

Folio /Folio