SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed
by
the registrant [ ]
Filed
by
a party other than the registrant [X]
Check
the
appropriate box:
[ ] Preliminary
Proxy Statement
[ ] Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive
Proxy Statement
[ ] Definitive
Additional Materials
[X] Soliciting
Material Under Rule 14a-12
---------------------------------------------------------------------------------------------------------------------
LANCASTER
COLONY CORPORATION
(Name
of
Registrant as Specified in Its Charter)
---------------------------------------------------------------------------------------------------------------------
BARINGTON
COMPANIES EQUITY PARTNERS, L.P.
(Name
of
Person(s) Filing Proxy Statement if Other Than the Registrant)
_____________________________________________________________________________
Payment
of Filing Fee (Check the appropriate box):
[X] No
fee required.
[ ] Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of
each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
(3) Per
unit
price or other underlying value of transaction computed pursuant to Exchange
Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state
how it was determined):
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee
paid:
[ ] Fee
paid previously with preliminary materials.
[ ] Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount
Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
FOR
IMMEDIATE
RELEASE
MEDIA CONTACT:
September
21,
2007 Somna
Maraj
Edelman
(212)
704-8175
BARINGTON
CAPITAL GROUP ANNOUNCES PROXY CONTEST
TO
ELECT
THREE DIRECTORS TO THE BOARD OF
LANCASTER
COLONY CORPORATION
New
York, NY, September 21, 2007 –
Barington Capital Group, L.P. announced today that one of its affiliates has
notified Lancaster Colony Corporation (Nasdaq: LANC) (the “Company”) of its
intention to nominate three persons for election to the Board of Directors
of
the Company at the Company’s 2007 Annual Meeting of Shareholders. The
Annual Meeting is scheduled to be held on Monday, November 19,
2007.
Barington
has been disappointed with the performance of the Board and lacks confidence
in
the ability of the current directors, a majority of whom have been in office
for
16 years or more, to improve shareholder value for the Company’s public
shareholders. As a result, Barington has nominated a slate of three
highly qualified individuals to ensure that the interests of the Company’s
public shareholders are adequately represented on Lancaster’s nine member
Board. If elected, the Barington slate intends to work constructively
with the other directors to, among other things, improve the Company’s
profitability, share price performance and corporate governance and expedite
the
divestiture of the Company’s non-core business segments.
The
Barington nominees are:
Nick
White – Mr. White, 62, is President and Chief Executive Officer of
White & Associates, a management consulting firm that he founded in
2000. From 1973 through 2000, Mr. White held numerous executive and
management level positions with Wal-Mart Stores, Inc., including Executive
Vice
President and General Manager of the Supercenter division from 1990 to 2000
and
Executive Vice President and General Manager of Sam's Wholesale Club from 1985
through 1989. Previously, Mr. White was the Executive Vice President
and General Manager of Sam’s Wholesale Club from 1985 to 1989. Mr.
White is a director of Playtex Products, Inc. and The Pep Boys – Manny, Moe
& Jack.
Stuart
Oran – Mr. Oran, 57, is the Managing Member of Roxbury Capital Group
LLC, a merchant banking firm. From July 1994 to March 2002, Mr. Oran
held a number of senior executive positions at UAL Corporation and its operating
subsidiary, United Airlines, including Executive Vice President –
Corporate
Affairs, Senior Vice President – International (responsibility for United’s
business and operations outside the United States and Canada) and President
and
Chief Executive Officer of Avolar (United’s business aviation
business). Prior to joining UAL and United, Mr. Oran was a
corporate partner at the law firm of Paul, Weiss, Rifkind, Wharton and Garrison
LLP. Mr. Oran is a director of Wendy’s International,
Inc.
James
A. Mitarotonda – Mr. Mitarotonda, 53, is the Chairman, President and
Chief Executive Officer of Barington Capital Group, L.P. Mr.
Mitarotonda has significant experience representing shareholder interests on
the
boards of publicly traded corporations. He is currently a director of
The Pep Boys – Manny, Moe & Jack and A. Schulman, Inc. He has
also served as a director of Register.com, Inc., Dynabazaar, Inc. and L Q
Corporation, Inc.
About
Barington Capital Group:
Barington
Capital Group, L.P. is an investment firm that, through its affiliates,
primarily invests in undervalued, small and mid-capitalization
companies. Barington and its principals are experienced value-added
investors who have taken active roles in assisting public companies in creating
or improving shareholder value. Barington represents a group of
investors that own, in the aggregate, 1,694,321 shares of common stock of
Lancaster Colony Corporation, or approximately 5.58% of the outstanding shares
of common stock of the Company.
* * * * *
Barington
Companies Equity Partners, L.P., an affiliate of Barington Capital Group, L.P.,
intends to make a preliminary filing with the Securities and Exchange Commission
(the “SEC”) of a proxy statement and an accompanying WHITE proxy card to be used
to solicit votes for the election of its nominees at the 2007 Annual Meeting
of
Shareholders of Lancaster Colony Corporation, an Ohio corporation.
BARINGTON
COMPANIES EQUITY PARTNERS, L.P. STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY
TO READ SUCH PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN
THE
PROXY SOLICITATION. SUCH PROXY STATEMENT, WHEN FILED, AND ANY OTHER
RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, SHAREHOLDERS MAY ALSO OBTAIN A COPY
OF THE PROXY STATEMENT, WHEN FILED, WITHOUT CHARGE, BY CONTACTING BARINGTON’S
PROXY SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLL-FREE NUMBER: (800)
322-2885 OR PROXY@MACKENZIEPARTNERS.COM.
INFORMATION
REGARDING CERTAIN PARTIES WHO ARE ANTICIPATED TO BE, OR MAY BE DEEMED TO BE,
PARTICIPANTS IN SUCH POTENTIAL PROXY SOLICITATION AND THEIR DIRECT OR INDIRECT
INTERESTS IS AVAILABLE IN THE SCHEDULE 14A FILED BY BARINGTON COMPANIES EQUITY
PARTNERS, L.P. WITH THE SEC ON SEPETEMBER 17, 2007, A COPY OF WHICH IS AVAILABLE
AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://SEC.GOV.
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