**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

----

 

**AMENDMENT NO. 1**

**on**

**FORM 10-K/A**

** **

**(Mark One)**

ý                                  **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934****for thefiscal year ended December 31, 2004**

**                                               ****OR**

o                                  **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934****for thetransition period from          to          .**

 

**Commission file number: 0-13875**

**LANCER CORPORATION**

(Exact name of Registrant as specified in its charter)

* *

| **Texas**                                 | **74-1591073**      |
|-------------------------------------------|---------------------|
| (State of incorporation or  organization) | (I.R.S. Employer    |
|                                      | Identification No.) |

 

**6655 Lancer Blvd.,**

**San Antonio, Texas 78219**

(Address of principal executive offices)

(Zip code)

 

Registrant’s telephone number including area code:

**(210) 310-7000**

 

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

**None**

 

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

**Common Stock, par value $0.01 per share**

 

 

Indicateby check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  Yes ý    No o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K.  o

 

Indicateby check mark whether the registrant is an accelerated filer (as defined inExchange Act Rule 12b-2).  Yes o    No ý

 

OnJune 30, 2004, (the last business day of the registrant’s most recentlycompleted second fiscal quarter on which the common equity was traded) theaggregate market value of common stock held by non-affiliates (based on theclosing market price) was $34,674,593. For purposes of this computation, all executive officers, directors and5% beneficial owners of the registrant are deemed to be affiliates.  Such determination should not be deemed to bean admission that such officers, directors or 5% beneficial owners are, infact, affiliates of the registrant.

 

Thenumber of shares of the registrant’s common stock outstanding as of April 7,2005 was 9,481,028.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

None

 

 

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**EXPLANATORY NOTE**

 

We have filed this Amendment No.1 on Form 10-K/A to amend Items 10, 11,12, 13 and 14 of Part III of our Annual Report on Form 10-K for the fiscal yearended December 31, 2004, which we filed on March 18, 2005.  Because our proxy statement will not be filedby April 30, 2005, the 120th day after the end of our last fiscal year, partsof the definitive proxy statement will not be incorporated by reference intoItems 10, 11, 12, 13 and 14 of Part III of the Annual Report on Form 10-K asoriginally intended.  In addition,pursuant to rule 12b-15 of the Securities Exchange Act of 1934, we areincluding with this Amendment No. 1 on Form 10-K/A certain currently datedcertifications.  Except as describedabove, the information contained in our Annual Report on Form 10-K asoriginally filed with the Securities and Exchange Commission has not beenupdated or amended.

 

 

**PARTIII**

 

**ITEM 10.               DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.**

 

The following table sets forth certain information as of April 7, 2005regarding the directors and executive officers of Lancer Corporation:

 
| **Name**               | ** ** | **Position**                                         |
|------------------------|------------|------------------------------------------------------|
| Harold R. Schmitz      |       | Chairman of the Board and Director                   |
| Norborne P. Cole, Jr.  |       | Director                                             |
| Brian C. Flynn, Jr.    |       | Director                                             |
| James F. Gallivan, Jr. |       | Director                                             |
| Olivia F. Kirtley      |       | Director                                             |
| Richard C. Osborne     |       | Director                                             |
| Alfred A. Schroeder    |       | Director                                             |
| George F. Schroeder    |       | Director                                             |
| Christopher D. Hughes  |       | President & Chief Executive Officer              |
| Mark L. Freitas        |       | Chief Financial Officer                              |
| Stonewall J. Fisher    |       | Vice-President Legal Affairs and Chief Legal Officer |
| Scott D. Adams         |       | Secretary-Treasurer                                  |

 

*Norborne P. Cole, Jr*., 63, has served as a director of Lancer since2001.  He has been a business consultant since 1998, and is currentlyVice-Chairman of the Board of Silver Eagle Distributors, L.P., a Houston, Texasdistributor of Anheuser-Busch and Grupo Modelo products.  From 1994 to1998, Mr. Cole was Managing Director/CEO of Coca-Cola Amatil in Sydney,Australia.  From 1991 to 1994, Mr. Cole was President and CEO of Coca-ColaBottling, SA in Paris, France.  From 1989 to 1990, he was Regional Managerof Coca-Cola Benelux + Denmark.  Mr. Cole held a number of positions withThe Coca-Cola Company and Coca-Cola bottlers from 1966 to 1989.  Mr. Coleserves on the Board of Directors of Papa John’s International, Inc.

 

*Brian C. Flynn, Jr.*, 43, has served as a director of Lancer since August2004.  He has been a Managing Director ofColumbia Equity Partners, a private equity and consulting firm in Seattle,Washington, since 1997.  From 1991 to 1997,Mr. Flynn was a Managing Director at Bachow & Associates, a Philadelphia,Pennsylvania private equity fund.  From1987 to 1991, he was a strategy and turnaround consultant at Bain &Company.

 

*James F. Gallivan, Jr.*, 48, has served as a director of Lancersince August 2004.  He is ManagingDirector of Investment Security Services LLLP, an investment managementpartnership that manages Bedrock Management, L.P. and related entities.  Mr. Gallivan has been managing BedrockManagement, L.P. or its predecessor since 1991. Prior to 1991, Mr. Gallivan was involved with public and private marketsecurities with the firms of Weber Hall Sale and Associates, and RauscherPierce Refsnes, Inc.

 

*Olivia F. Kirtley*, 54, has served as a director of Lancer sinceDecember 1999.  She is a Certified Public Accountant and businessconsultant.  She is a past Chairman of the American Institute of CertifiedPublic Accountants. From 1979 until 2000, Ms. Kirtley held several managementpositions with Vermont American Corporation, a leading global manufacturer andmarketer of power tool accessories, including Vice President of Finance andChief Financial Officer, Treasurer and Director of Tax.  Ms. Kirtleyserves on the Board of Directors of Alderwoods Group, Inc., ResCare, Inc. andPapa John’s International, Inc.

 

2

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*Richard C. Osborne*, 61, has served as a director of Lancer since2001.  He is currently a Managing Director with Madison Capital Partners,a private equity investment firm.  From 1989 to 1999, Mr. Osborne servedas Chairman, Chief Executive Officer and President of Scotsman Industries, amanufacturer of beverage dispensing equipment, ice machines, display cases,walk-in coolers and refrigeration equipment.  He worked in a variety ofpositions with Scotsman from 1979 to 1989.  Prior to joining Scotsman, Mr.Osborne worked with The Pillsbury Company and General Motors.

 

*Harold “Hank” R. Schmitz*, 57, has served as a director and asChairman of Lancer’s Board of Directors since August 2004.  He has been a private investor since1999.  From 1991 to 1999, Mr. Schmitz wasChief Executive Officer of Victory Refrigeration, LLC, a manufacturer ofcommercial refrigeration for the foodservice industry.  From 1983 to 1991, he was Chief ExecutiveOfficer of Selmix-Alco, a manufacturer of beverage dispensing systems.  Prior to 1983, Mr. Schmitz held variouspositions with Pepsi Cola and The Coca-Cola Company.

 

*Alfred A. Schroeder*, 68, is a co-founder of Lancer and served as Chairmanof the Board of Directors of Lancer from its inception in 1967 until March2004. His primary responsibilities include conceptual engineering designand new product development.  He is the brother of George F. Schroeder,and is also a partner in Lancer Properties.  See “Item 13, CertainRelationships and Related Transactions” below.

 

*George F. Schroeder*, 65, is a co-founder of Lancer.  He served asits Chief Executive Officer from 1967 until February 2004, and has been adirector since 1967.  His primary responsibilities involve managing Lancer’sjoint venture investments.   He is the brother of Alfred A.Schroeder, and is also a partner in Lancer Properties.  See “Item 13,Certain Relationships and Related Transactions” below.

 

*Christopher D. Hughes,* 58, joined Lancer in 2000 as ChiefOperating Officer. In 2002, he was named to the additional position ofPresident, and in 2004, he was named Chief Executive Officer. Prior to joiningLancer, Mr. Hughes worked for 17 years with Enodis Corporation and itspredecessor entity, Scotsman Industries. He served in a variety of seniormanagement positions with Enodis, including Vice-President—Operations of KysorWarren, President of Booth/Crystal Tips, President of Halsey Taylor, andVice-President—Operations of Scotsman Ice Systems. Prior to his associationwith Enodis, Mr. Hughes served as Vice-President—General Manager ofMorrison-Knudsen’s Central and Western Transit Operations, and as VicePresident—Operations of Mooney Aircraft Corporation in Kerrville, Texas.

 

*Mark L. Freitas*, 44, joined Lancer in 1998, was named CorporateController in 1999, and became Chief Financial Officer in 2003. From 1995 to1998, Mr. Freitas worked with Bausch & Lomb, Inc., as a Senior CorporateAuditor and Cost Manager.  Mr. Freitas isa Certified Public Accountant.

 

*Stonewall J. Fisher*, 62, joined Lancer in 1999 as Vice-President, LegalAffairs and Chief Legal Officer.  Prior to joining Lancer, Mr. Fisher wasthe Managing Partner of the San Antonio, Texas law firm of Lang, Ladon, Green,Coghlan & Fisher for 24 years. Mr. Fisher is a member of the State Barof Texas and is also a Certified Public Accountant.

 

*Scott D. Adams*, 43, joined Lancer in 1996 as Assistant Treasurer,and was named Secretary-Treasurer in 1998.  From 1987 to 1996, Mr. Adamsworked in various commercial banking positions, most recently for Wells Fargo Bankand its predecessor First Interstate Bank.

 

 

## *The Board of Directors*

 

Our business is managedunder the direction of the Board of Directors. The Board meets on a periodic basis to review significant developmentsaffecting us and to act on matters requiring Board approval.  The Board met thirteen times during the 2004fiscal year.  The Board has determinedthat the following six directors are independent as defined in the listingstandards of the American Stock Exchange: Norborne P. Cole, Jr., Brian C. Flynn, Jr., James F. Gallivan, Jr.,Olivia F. Kirtley, Richard C. Osborne, and Harold R. Schmitz.  Our directors are elected annually.  Each member of the Board participated in atleast 75% of all Board and applicable Committee meetings during their tenure in2004.  The Board annually elects theexecutive officers, who serve at the discretion of the Board.

 

3

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*Committees of the Board of Directors*

 

The members of theBoard of Directors as of April 7, 2005, and the committees on which theycurrently serve, are identified below.

 

 
| **Director**                       | ** ** | **Audit  Committee** | ** ** | **Compensation  Committee** | ** ** | **Nominating  and Corporate  Governance  Committee** | ** ** | **Shareholder  Value  Improvement  Committee** |
|------------------------------------|------------|----------------------|------------|-----------------------------|------------|------------------------------------------------------|------------|------------------------------------------------|
|                               |       |                 |       |                        |       |                                                 |       |                                           |
| Norborne P. Cole, Jr.              |       |                 |       |                        |       | *                                                    |       |                                           |
| Brian C. Flynn, Jr.                |       | *                    |       |                        |       | *                                                    |       | **                                             |
| James F. Gallivan, Jr.             |       | *                    |       | *                           |       | **                                                   |       |                                           |
| Olivia F. Kirtley                  |       | **                   |       |                        |       |                                                 |       |                                           |
| Richard C. Osborne                 |       |                 |       | *                           |       |                                                 |       |                                           |
| Harold “Hank” R. Schmitz |       |                 |       | **                          |       |                                                 |       | *                                              |
| Alfred A. Schroeder                |       |                 |       |                        |       |                                                 |       | *                                              |
| George F. Schroeder                |       |                 |       |                        |       |                                                 |       | *                                              |

 

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* Member

** Chair

 

During 2004, ourBoard maintained an Audit Committee, a Compensation Committee, and a Nominatingand Corporate Governance Committee, and formed a Shareholder Value ImprovementCommittee at the annual Board of Directors meeting held on August 24, 2004.

 

*The AuditCommittee*. TheAudit Committee is responsible for reviewing Lancer’s accounting practices andaudit procedures. The duties and functions of the Audit Committee are generallydescribed below under the heading “Report of the Audit Committee” and arespecifically set forth in the Audit Committee written charter, which isavailable on our website at www.lancercorp.com/governance/acc.htm.  The Audit Committee met 12 times in 2004.

 

The Board hasdetermined that each member of the Audit Committee is independent as defined inthe listing standards of the American Stock Exchange and Rule 10A-3 under theSecurities Exchange Act of 1934, as amended. The Board has also determined thatOlivia F. Kirtley qualifies as a “financial expert” as defined in Item 401(h)of Regulation S-K of the Exchange Act.

 

*TheCompensation Committee*. The Compensation Committee is responsible for determiningcompensation arrangements for all officers, administering our incentivecompensation plans, and making recommendations to the Board concerning compensationfor our directors.  The basis on whichthe Compensation Committee determines executive compensation is morespecifically described below under the heading “Report of the CompensationCommittee on Executive Compensation.” All three members of the Compensation Committee are independent asdefined in the listing standards of the American Stock Exchange.  The Compensation Committee has adopted acharter, which is available on our website at http://www.lancercorp.com/governance/compensation.htm.  The Compensation Committee met three times in2004.

 

*Nominating and Corporate Governance Committee*. The Nominating and Governance Committeeis responsible for developing and reviewing background information forcandidates for the Board of Directors, including those recommended by ourshareholders, making recommendations to the Board regarding director candidatesand committee memberships, and developing and recommending effective corporategovernance policies and procedures, including reviewing and recommendingamendments to our code of Ethics and Business Conduct and ensuring compliancethereto.  All three members of theNominating and Corporate Governance Committee are independent as defined in thelisting standards of the American Stock Exchange. The Nominating and CorporateGovernance Committee maintains a written charter, which is available on ourwebsite at http://www.lancercorp.com/governance/nacgc.htm.  The Committee met three times during 2004.

 

The Nominating and Corporate Governance Committeedevelops criteria for open Board positions by taking into consideration certaincriteria that it deems appropriate, including among other things, thecomposition of the Board and the experience, skills, educational andprofessional background and particular expertise, such as finance, marketing orindustry expertise that would best complement the current composition, thebalance of management directors and independent directors, a high level ofintegrity and a record of accomplishment. In addition to applying thesecriteria, the Committee must 

 

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consider whether a candidate is needed who is a “financialexpert”, as defined in Item 401(h) of Regulation S-K of the Exchange Act, forservice on the Audit Committee, and whether a candidate meets the independencerequirements for the Board or for service on the Audit Committee, as such termsare defined under the listing standards of the American Stock Exchange orfederal securities laws. Further, the Committee must consider whethercandidates have time available to devote to Board activities and whether theywill be able to work well with the Chairman of the Board and other members ofthe Board. Applying these criteria, the Committee considers specific candidatesfor Board membership, including candidates whose names are submitted to us byone of our shareholders.

 

Once the Committee has identified a prospectivenominee—whether the prospective nominee is recommended by a shareholder orotherwise—it makes an initial determination as to whether to conduct a fullevaluation, taking into account the information provided to the Committee withthe recommendation of the candidate as well as the Committee’s own knowledge,supplemented as appropriate by inquiries to third parties. The preliminarydetermination is based primarily on the need for additional Board members andthe likelihood that the prospective nominee can satisfy the criteria that theCommittee has established. If the Committee determines, in consultation withthe Chairman of the Board and other Directors as appropriate, that additionalconsideration is warranted, it may request the third-party search firm togather additional information about the prospective nominee’s background andexperience and to report its findings to the Committee. The Committee thenevaluates the prospective nominee against the specific criteria that it hasestablished for the position. If the Committee decides, on the basis of itspreliminary review, to proceed with further consideration, members of theCommittee, as well as other members of the Board as appropriate, interview thenominee. After completing this evaluation and interview, the Committee makes arecommendation to the full Board, which makes the final determination whetherto nominate or appoint the new Director after considering the Committee’sreport.

 

Shareholders who wish to recommend a director nomineeshould make the request in writing and send the recommendation, along withbackground information, such as a personal biography of the proposed nominee, adescription of the background or experience that qualifies such person forconsideration, and a statement that such person has agreed to serve ifnominated and elected, to the Chairman of the Nominating and CorporateGovernance Committee, c/o Corporate Secretary, Lancer Corporation, 6655 LancerBlvd., San Antonio, Texas 78219. Shareholders who themselves wish to nominate aperson for election to the Board, as contrasted with recommending a potentialnominee to the Board for its consideration, are required to comply with therequirements detailed under the heading “*Shareholder Proposals*”below.

 

*The Shareholder Value Improvement Committee.* The Shareholder Value Improvement Committee was formed by the Board ofDirectors at the annual meeting of the Board on August 24, 2004.  The purpose of the Shareholder ValueImprovement Committee is to identify, evaluate, and recommend financial,operational, management and strategic options for consideration by theBoard.  The Committee met ten timesduring 2004.

 

 

*Shareholder Communications with the Board*

 

Shareholders may send correspondence to the Board as agroup, or to an individual director, at the following address:

 

Board of Directors

Attn: Corporate Secretary

Lancer Corporation

6655 Lancer Blvd.

San Antonio, Texas 78219

 

Shareholders should clearly specify the name of theindividual director or group of directors to whom their communication isaddressed.  Shareholder communicationssent by mail will be promptly forwarded by our corporate Secretary to thespecified director addressee, or to the Board Chair if such communication isaddressed to the full Board. Shareholders wishing to submit proposals forinclusion in the proxy statement relating to the 2006 annual meeting ofshareholders should follow the procedures specified under the heading “ShareholderProposals” below.

 

The Board of Directors currently does not have aformal policy with regard to director attendance at our annual shareholdermeetings.  The annual meeting of theBoard of Directors, however, is typically scheduled on the same date as theannual meeting of shareholders in order to accommodate director attendance atboth meetings.  Norborne P. Cole, Jr.,Brian C. Flynn, Jr., James F. Gallivan, Jr., Olivia F. Kirtley, Richard C. Osborne,Harold R. Schmitz, George F. Schroeder, and Alfred A. Schroeder attended our2004 annual meeting of shareholders.

 

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*Section 16(a) Beneficial Ownership ReportingCompliance*

 

Section 16(a) of the Securities Exchange Act of 1934requires our executive officers and directors, and persons who own more thanten percent of the our common stock, to file reports of ownership and changesin ownership with the Securities and Exchange Commission and the American StockExchange.  Based solely on reports andother information submitted by executive officers and directors, we believethat during the year ended December 31, 2004 each of our executive officers,directors and persons who own more than ten percent of our common stock filedall reports required by Section 16(a), except for one late filing on Form 4 byHarold R. Schmitz, one of our directors, relating to the purchase of 110 sharesof our common stock.

 

 

*Code of Ethics*

 

We have adopted a Code of Ethics and Business Conductapplicable to all of our employees, including our chief executive officer,chief financial officer, and controller, which is a “code of ethics” as definedby applicable rules of the Securities and Exchange Commission.  Our code is publicly available on ourinternet website at www.lancercorp.com/governance/coe.htm. If we make anyamendments to our code other than technical, administrative, or othernon-substantive amendments, or grant any waivers, including implicit waivers,from a provision of this code that applies to our chief executive officer,chief financial officer, or controller and relates to an element of theCommission’s “code of ethics” definition, we will disclose the nature of theamendment or waiver, its effective date and to whom it applies on our websiteor in a report on Form 8-K filed with the Commission.

 

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**ITEM 11.               EXECUTIVE COMPENSATION**

 

The following table sets forth the compensation paid by the Company tothe Chief Executive Officer and the four other most highly paid executiveofficers (which we refer to in this proxy statement as the “named executiveofficers”) for services rendered in all capacities for the years endedDecember 31, 2004, 2003 and 2002.

 

 
| ** **                        | ** ** | ** ** | ** ** | **Annual Compensation** | ** ** | **Long Term  Compensation  Awards** | ** ** | ** **                          | ** ** |
|-----------------------------------|------------|------------|------------|-------------------------|------------|-------------------------------------|------------|-------------------------------------|------------|
| **Name/Title**                    | ** ** | **Year**   | ** ** | **Salary**              | ** ** | **Bonus**                           | ** ** | **Other Annual  Compensation  (1)** | ** ** | **Securities  Underlying  Options** | ** ** | **All Other  Compensation  (2)** | ** ** |
| ** **                        | ** ** | ** ** | ** ** | **($)**                 | ** ** | **($)**                             | ** ** | **($)**                             | ** ** | **(#)** | ** ** | **($)** | ** ** |
|                              |       |       |       |                    |       |                                |       |                                |       |   |   |   |   |
| Christopher D.  Hughes (3)        |       | 2004       |       | 252,205                 |       | 156,351                             |       | 6,500                               |       | 50,000 |   | — |   |
| President and  Chief Execcutive   |       | 2003       |       | 214,989                 |       | —                              |       | 8,535                               |       | — |   | — |   |
| Officer                           |       | 2002       |       | 208,644                 |       | 98,101                              |       | 5,500                               |       | 15,000 |   | 46,717 |   |
|                              |       |       |       |                    |       |                                |       |                                |       |   |   |   |   |
| Alfred A.  Schroeder (4)          |       | 2004       |       | 259,610                 |       | 160,942                             |       | 6,500                               |       | 25,000 |   | 90,856 |   |
| Former Chairman  of the Board     |       | 2003       |       | 249,995                 |       | —                              |       | 8,535                               |       | — |   | 98,230 |   |
|                              |       | 2002       |       | 249,995                 |       | 116,787                             |       | 6,672                               |       | — |   | 162,228 |   |
|                              |       |       |       |                    |       |                                |       |                                |       |   |   |   |   |
| George F.  Schroeder (5)          |       | 2004       |       | 259,610                 |       | 160,942                             |       | 3,894                               |       | 25,000 |   | 68,507 |   |
| Former Chief Executive  Officer   |       | 2003       |       | 249,995                 |       | —                              |       | 8,037                               |       | — |   | 43,026 |   |
|                              |       | 2002       |       | 249,995                 |       | 116,787                             |       | 4,952                               |       | — |   | 177,622 |   |
|                              |       |       |       |                    |       |                                |       |                                |       |   |   |   |   |
| Mark L. Freitas  (6)              |       | 2004       |       | 155,758                 |       | 92,766                              |       | 3,934                               |       | 10,000 |   | — |   |
| Chief Financial  Officer          |       | 2003       |       | 142,566                 |       | 10,000                              |       | 5,466                               |       | — |   | — |   |
|                              |       | 2002       |       | 112,774                 |       | 46,455                              |       | 4,155                               |       | — |   | — |   |
|                              |       |       |       |                    |       |                                |       |                                |       |   |   |   |   |
| Stonewall J.  Fisher              |       | 2004       |       | 129,794                 |       | 45,980                              |       | 3,029                               |       | — |   | — |   |
| Vice-President  Legal Affairs and |       | 2003       |       | 124,987                 |       | —                              |       | 4,402                               |       | — |   | — |   |
| Chief Legal  Officer              |       | 2002       |       | 111,058                 |       | 37,058                              |       | 4,096                               |       | — |   | — |   |

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(1)               These amounts reflect contributions byLancer to its profit sharing plan and 401K plan for the benefit of the namedexecutive officers for the years indicated.

(2)               These amounts include premiums paid forthe benefit of the named executive officers for life insurance policies thatcommenced in 1994, amounts reimbursed for the payment of tax on theinsurance-related compensation, relocation expenses, and other taxable fringebenefits.  Insurance premiums paid in2004 were $58,000 for the benefit of Alfred A. Schroeder and $44,000 for thebenefit of George F. Schroeder.  Taxreimbursement in 2004 was $33,000 for Alfred A. Schroeder and $25,000 forGeorge F. Schroeder.

(3)               Christopher D. Hughes was appointed ChiefExecutive Officer in the first quarter of 2004.

(4)               Alfred A. Schroeder served as Chairman ofthe Board until March of 2004.

(5)               George F. Schroeder served as ChiefExecutive Officer until February of 2004.

(6)               Mark L. Freitas was appointed ChiefFinancial Officer in March of 2003.

 

 

**ManagementSeverance Agreeements**

 

Effective September 15, 2004, we entered into agreements withChristopher D. Hughes, Chief Executive Officer and Mark L. Freitas, ChiefFinancial Officer, in relation to compensatory payments to be made upon terminationof the executive’s employment. The agreements provide that we pay the executiveseverance payments in the event that the executive is terminated without causeor if the executive terminates his employment with us for good reason. “Cause”means; (A) 

 

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conviction for, or guilty plea to, a felony or a crime involving moralturpitude, which shall include independently verified substance abuse involvingdrugs or alcohol as specified in the our Drug and Alcohol Policy; or (B) actionor inaction, which in the reasonable judgment of a majority of the Board,constitutes willful dishonesty, larceny, fraud or gross negligence by theexecutive in the performance of his duties, or willful misrepresentation to ourshareholders, directors or officers; or (C) willful failure, after 10 businessdays notice, to materially follow our written policies. “Good Cause” means; (A)notice in writing is given to the executive of his relocation, without hisconsent, to a place of business outside the San Antonio, Texas area, or (B) asubstantial diminution of the executive’s base salary compensation from theamount in effect on the date hereof. The severance payments are equal to theeffective annual salary of the executive for a period of eighteen (18) monthsfor Mr. Hughes and one year for Mr. Freitas. The severance payments areconditioned upon the executive executing a release of claims against us. Theagreements terminate at the earlier of (A) September 15, 2009 or (B) three yearsafter a change of control occurs (as such term is defined in the severanceagreements).

 

 

**Compensation of Directors**

 

Directors who are also our employees receive no compensation forserving as a director.  Prior to our 2004 annual meeting of the Board ofDirectors, directors who were not our employees received a fee of $6,000 peryear, plus $1,500 per Board meeting, and $750 per committee meeting.  TheChair of the Audit Committee received an additional annual fee of $5,000, andthe Chairs of the Compensation Committee and the Nominating and CorporateGovernance Committee received an additional annual fee of $3,000.  OnNovember 23, 2004, we announced that the Board had changed its policy ofcompensating non-employee Board members and, effective as of November 4, 2004,compensation for non-employee Board members is payable entirely in the form ofdiscretionary stock options.  On November8, 2004, under the new policy, each non-employee director received a stock optionfor 10,000 shares of our common stock. The Chair of the Audit Committee received an additional option grant for5,000 shares, and the Chair of the Shareholder Value Improvement Committeereceived an additional option grant for 30,000 shares.

 

 

**Compensation Committee Interlocks and Insider Participation**

 

Ms. Jean M. Braley, a partner in Lancer Properties, was a member of ourCompensation Committee until August 24, 2004 at which time Ms. Braley declinedto stand for reelection as a Board member. Lancer Properties is a Texas general partnership that owns the land andbuilding at 235 West Turbo in San Antonio, Texas where a portion of ouroperations was located prior to July 31, 2004.  Lancer leased the premiseson a month-to-month basis for $7,400 per month. We paid all maintenance expenses,property taxes, assessments and insurance premiums on these facilities. See “Item 13, Certain Relationships and Related Transactions” below for moreinformation on the lease of this property.

 

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**Option Grants During the 2004Fiscal Year**

 

The following table discloses information on ourcommon stock options granted during the 2004 fiscal year to the named executiveofficers.

 

 
| ** **               | ** **             | ** **      | ** **          |
|--------------------------|------------------------|-----------------|---------------------|
| ** **               | ** **             | ** **      | ** **          | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **Option  Value** |
| ** **               | ** **             | ** **      | ** **          | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **Potential Realizable Value** |
| ** **               | ** **             | ** **      | ** **          | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **at Assumed Annual Rates of** |
| ** **               | ** **             | ** **      | ** **          | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **Stock Price Appreciation** |
| ** **               | **Individual  Grants** | ** **      | **for Option Term** |
| ** **               | ** **             | **Number of**   | ** **          | **% of Total** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **               | ** **             | **Securities**  | ** **          | **Options** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **               | ** **             | **Underlying**  | ** **          | **Granted to** | ** ** | **Exercise** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **               | ** **             | **Options**     | ** **          | **Employees** | ** ** | **Price** | ** ** | **Expiration** | ** ** | **5%** | ** ** | **10%** | ** ** |
| **Name/Title**           | ** **             | **Granted (1)** | ** **          | **in Fiscal Yr** | ** ** | **($/Sh)** | ** ** | **Date** | ** ** | **(2)** | ** ** | **(2)** | ** ** |
| Christopher D.  Hughes   |                   | 50,000          |                | 31.3 | % | $ | 11.40 |   | 11/7/2014 |   | $ | 358,500 |   | $ | 908,500 |   |
| President and  Chief     |                   |            |                |   |   |   |   |   |   |   |   |   |   |
| Executive  Officer       |                   |            |                |   |   |   |   |   |   |   |   |   |   |
|                     |                   |            |                |   |   |   |   |   |   |   |   |   |   |
| Alfred A. Schroeder      |                   | 25,000          |                | 15.6 | % | $ | 12.54 |   | 11/7/2014 |   | $ | 150,750 |   | $ | 425,750 |   |
| Former Chairman  of the  |                   |            |                |   |   |   |   |   |   |   |   |   |   |
| Board                    |                   |            |                |   |   |   |   |   |   |   |   |   |   |
|                     |                   |            |                |   |   |   |   |   |   |   |   |   |   |
| George F.  Schroeder     |                   | 25,000          |                | 15.6 | % | $ | 12.54 |   | 11/7/2014 |   | $ | 150,750 |   | $ | 425,750 |   |
| Former Chief  Executive  |                   |            |                |   |   |   |   |   |   |   |   |   |   |
| Officer                  |                   |            |                |   |   |   |   |   |   |   |   |   |   |
|                     |                   |            |                |   |   |   |   |   |   |   |   |   |   |
| Mark L. Freitas          |                   | 10,000          |                | 6.3 | % | $ | 11.40 |   | 11/7/2014 |   | $ | 71,700 |   | $ | 181,700 |   |
| Chief Financial  Officer |                   |            |                |   |   |   |   |   |   |   |   |   |   |

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(1)          The option grants listed in the tableabove are 20% vested as of April 7, 2005. The options are not transferable, other than by will or the laws ofdecent and distribution or pursuant to a qualified domestic relations order.

 

(2)          The information in these columnsillustrates the value that might be realized upon exercise of the optionsgranted during fiscal year 2004 assuming the specified compound rates ofappreciation of our common stock over the term of the options.  The potential realizable value columns of theforegoing table do not take into account certain provisions of the optionsproviding for termination of the option following termination of employment ornontransferability.

 

9

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**Options Exercised During the 2004Fiscal Year and Fiscal Year End Option Values**

 

The followingtable discloses information concerning options exercised during the fiscal yearended December 31, 2004, and the number and value of the options held atthe end of fiscal year 2004 for the named executive officers, based upon the$16.75 per share closing price of our common stock on December 31, 2004.

 
| **Name/Title**                    | ** ** | **Shares  Acquired  On  Exercise** | ** ** | **Value  Realized** | ** ** | **Number of Securities  Underlying Unexercised  Options at FY-End  Exercisable/Unexercisable** | ** ** | **Value of Unexercised In-the  Money  Options at FY-End  Exercisable/Unexercisable** | ** **        |
|-----------------------------------|------------|------------------------------------|------------|---------------------|------------|------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------|-------------------|
|                              |       |                               |       |                |       |                                                                                           |       |                                                                                 |              |
| Christopher D.  Hughes            |       | 0                                  |       | 0                   |       | 44,000/46,000                                                                                  |       |                                                                                 | $448,950/$281,800 |   |
| President and  Chief              |       |                               |       |                |       |                                                                                           |       |                                                                                 |              |
| Executive  Officer                |       |                               |       |                |       |                                                                                           |       |                                                                                 |              |
|                              |       |                               |       |                |       |                                                                                           |       |                                                                                 |              |
| Alfred A.  Schroeder              |       | 0                                  |       | 0                   |       | 15,000/22,500                                                                                  |       |                                                                                 | $127,950/$110,925 |   |
| Chairman of the  Board            |       |                               |       |                |       |                                                                                           |       |                                                                                 |              |
|                              |       |                               |       |                |       |                                                                                           |       |                                                                                 |              |
| George F.  Schroeder              |       | 0                                  |       | 0                   |       | 15,000/22,500                                                                                  |       |                                                                                 | $127,950/$110,925 |   |
| Chief Executive  Officer          |       |                               |       |                |       |                                                                                           |       |                                                                                 |              |
|                              |       |                               |       |                |       |                                                                                           |       |                                                                                 |              |
| Mark L. Freitas                   |       | 0                                  |       | 0                   |       | 16,000/8,000                                                                                   |       |                                                                                 | $143,709/$42,800  |   |
| Chief Financial  Officer          |       |                               |       |                |       |                                                                                           |       |                                                                                 |              |
|                              |       |                               |       |                |       |                                                                                           |       |                                                                                 |              |
| Stonewall J.  Fisher              |       | 10,000                             |       | $                   | 72,275     |                                                                                           | 5,000/0    |                                                                                 |              | $40,313/$0 |   |
| Vice-President  Legal Affairs and |       |                               |       |                |       |                                                                                           |       |                                                                                 |              |
| Chief Legal  Officer              |       |                               |       |                |       |                                                                                           |       |                                                                                 |              |
|                                   |            |                                    |            |                     |            |                                                                                                |            |                                                                                      |                   |  |  |

 

10

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**ITEM 12.               SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT**

 

The following table sets forth information as of April7, 2005, regarding the beneficial ownership of common stock of Lancer by eachperson known by Lancer to own 5% or more of the outstanding shares of eachclass of Lancer’s common stock, each director of Lancer, each of the namedexecutive officers of the Company named in the Summary Compensation Table setforth in this proxy, and the directors and executive officers of Lancer as agroup. The persons named in the table have sole voting and investment powerwith respect to all shares of common stock owned by them, unless otherwisenoted.

 

 
| **Name of Beneficial Owner and Number**

**of Persons in Group (1)**   | ** ** | **Number of Shares  of Common Stock  Beneficially Owned** | ** ** | **Percent of Class** | ** ** |
|------------------------------------------------------------------------|------------|-----------------------------------------------------------|------------|----------------------|------------|
|                                                                   |       |                                                      |       |                 |       |
| Alfred A.  Schroeder (2)                                               |       | 1,231,626                                                 |       | 13.0                 |       |
| George F.  Schroeder (3)                                               |       | 1,346,133                                                 |       | 14.2                 |       |
| Norborne P.  Cole, Jr. (4)                                             |       | 11,270                                                    |       | *                    |       |
| Brian C. Flynn,  Jr.                                                   |       | 58,300                                                    |       | *                    |       |
| James F.  Gallivan, Jr. (5)                                            |       | 570,780                                                   |       | 6.0                  |       |
| Olivia F.  Kirtley (4)(6)                                              |       | 254,970                                                   |       | 2.7                  |       |
| Richard C.  Osborne (4)                                                |       | 16,270                                                    |       | *                    |       |
| Harold R.  Schmitz                                                     |       | 332,000                                                   |       | 3.5                  |       |
| Mark L. Freitas  (7)                                                   |       | 18,017                                                    |       | *                    |       |
| Christopher D.  Hughes (8)                                             |       | 55,265                                                    |       | *                    |       |
| Stonewall J.  Fisher                                                   |       | 25,749                                                    |       | *                    |       |
| Bedrock Capital,  L.P. (9)                                             |       | 560,000                                                   |       | 5.9                  |       |
| James C. Smith  (10)                                                   |       | 757,500                                                   |       | 8.0                  |       |
| All directors  and executive officers as a group (twelve persons) (11) |       | 3,934,380                                                 |       | 41.0                 |       |

----

*Less than 1%

(1)          Unless otherwise noted, the address foreach beneficial owner is 6655 Lancer Blvd., San Antonio, Texas 78219.

(2)          Includes 17,500 shares purchasablepursuant to options that are exercisable within the next 60 days, and 22,438shares owned through Lancer’s 401K plan.

(3)          Includes 447,525 shares held by trustsfor the children of Mr. George F. Schroeder, of which Mr. George F. Schroederis the trustee, 17,500 shares purchasable pursuant to options which areexercisable within the next 60 days, and 4,449 shares owned through Lancer’s401K plan.

(4)          Includes 6,270 shares purchasablepursuant to options that are exercisable within the next 60 days.

(5)          Mr. Gallivan beneficially owns 570,780shares of common stock, including the 560,000 shares held by Bedrock Capital,L.P.  The shares held by Bedrock Capital,L.P. are also included in the above table as being beneficially owned byBedrock Capital, L.P. itself and James L. Smith.  Mr. Gallivan’s address is P.O. Box 1320, St.Thomas, U.S. Virgin Islands 00804.

(6)          Includes 174,200 shares jointly ownedwith Ms. Kirtley’s husband and 69,500 shares owned by Ms. Kirtley’s husband. Also includes 5,000 shares owned by Ms. Kirtley’s children, in which Ms.Kirtley has disclaimed any beneficial ownership

(7)          Includes 2,017 shares owned throughLancer’s 401K plan, and 16,000 shares purchasable pursuant to options which areexercisable within the next 60 days.

(8)          Includes 1,565 shares owned throughLancer’s 401K plan, and 44,000 shares purchasable pursuant to options which areexercisable within the next 60 days.

(9)          Based on information contained in aSchedule 13D filed with the SEC on May 7, 2004, Bedrock Capital, L.P.beneficially owns 560,000 shares of Lancer common stock, and BedrockManagement, L.P. the general partner of Bedrock Capital, L.P. and Bedrock G.P.,L.L.C., the general partner of Bedrock Management, L.P. may also be deemed tobeneficially own these 560,000 shares.  In addition, the 560,000 sharesheld by Bedrock Capital, L.P. are also included in the above table as beingbeneficially owned by James F. Gallivan, Jr. and James L. Smith.  Bedrock Capital, L.P.’s mailing address P.OBox 1320, St. Thomas, U.S. Virgin Islands 00804.

(10)    Based on information contained in aSchedule 13D filed with the SEC on May 7, 2004, Mr. Smith beneficially owns757,500 shares of common stock, including the 560,000 shares held by BedrockCapital, L.P. and 197,500 shares held by T2, Ltd.  The shares held by Bedrock Capital, L.P. arealso included in the above table as being beneficially owned by 

 

11

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Bedrock Capital, L.P. itself and James F. Gallivan,Jr.  Mr. Smith’s address is P.O. Box1320, St. Thomas, U.S. Virgin Islands 00804.

(11)    Includes 124,310 shares purchasablepursuant to options that are exercisable within the next 60 days.

 

 

**ITEM 13.               CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**

 

Prior to July 31, 2004, we rented a building, in which portions of ourmanufacturing facilities were located, under an operating lease from LancerProperties, a partnership controlled by Alfred A. Schroeder, one of ourfounders, a director and significant shareholder, George F. Schroeder one ofour founders, a director and significant shareholder, and Jean M. Braley, aformer director.  The month-to-month agreement provided for monthly rentalpayments of $7,400 and the payment of real estate taxes, insurance andmaintenance expenses. In July 2004, we vacated the property and have no furtherrental obligations relating to the property. Historic rental payments madeunder the lease were $52 thousand, $89 thousand and $89 thousand for the yearsended December 31, 2004, 2003 and 2002, respectively.  Alfred A. Schroeder, George F. Schroeder andJean M. Braley own 13.33%, 13.33% and 15% of Lancer Propertiesrespectively.  In addition, the William V. Braley Estate Trust, for whichMrs. Braley serves as sole trustee, also holds a 15% interest in thepartnership. Mrs. Braley declined to stand for reelection as a Board member atthe August 24, 2004 annual meeting of shareholders.

 

Lance Schroeder, son of Alfred A. Schroeder, one of our founders and adirector, earned $144 thousand in total compensation for his services in 2004as our Vice President of Corporate Development and Vice President Coca-ColaAccount.

 

On January 28, 2005, we completed the sale of 546.65 acres of land andimprovements, located in Bee and Karnes Counties, Texas, to Schroeder Land andCattle Company, Incorporated (SLCC). The purchase price of $0.7 millionapproximates the average of two independent third party appraisals on theproperty. SLCC is owned by the children of Alfred A. Schroeder and George F.Schroeder. Both Alfred A. Schroeder and George F. Schroeder are our employees,directors, and significant shareholders. Lance M. Schroeder, son of Alfred A. Schroeder, is our Vice President ofCorporate Development and Vice President Coca-Cola Account and holds a 25%interest in SLCC. We had used the property, commonly known as the MonteolaRanch, for entertaining customers and other business associates.

 

12

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**ITEM 14.               PRINCIPAL ACCOUNTANT FEES AND SERVICES**

 

During the fiscal years ended December 31, 2003 andDecember 31, 2002, fees for services provided by BDO Seidman LLP and KPMG,LLP were as follows:

 
| ** **                                    | ** ** | **December 31,** | ** ** |
|-----------------------------------------------|------------|-----------------------|------------|
| ** **                                    | ** ** | **2004**              | ** ** | **2003** | ** ** |
| ** **                                    | ** ** | ** **            | ** ** | ** ** | ** ** |
| Audit Fees                                    |       |                  |       |   |   |
| BDO Seidman LLP  for 2003 and prior years (1) |       | $                     | 344,400    |   | $ | 1,254,604 |   |
| KPMG, LLP                                     |       | —                |       | $ | 81,470 |   |
|                                          |       |                  |       |   |   |
| Total                                         |       | $                     | 344,400    |   | $ | 1,336,074 |   |
|                                          |       |                  |       |   |   |
| Audit Related  Fees                           |       | —                |       | — |   |
|                                          |       |                  |       |   |   |
| Tax Fees                                      |       |                  |       |   |   |
| KPMG, LLP                                     |       | —                |       | $ | 11,598 |   |
| BDO Seidman LLP                               |       | $                     | 12,750     |   |   |   |
|                                          |       |                  |       |   |   |
| All Other Fees                                |       |                  |       |   |   |
| KPMG, LLP (2)                                 |       | —                |       | $ | 134,489 |   |
|                                          |       |                  |       |   |   |
| Total Fees for  Services                      |       | $                     | 357,150    |   | $ | 1,482,161 |   |

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(1)    The aggregate fees for the audit of ourconsolidated financial statements for the years ended December 31, 2000,2001, 2002 and 2003 and the reviews of the quarterly consolidated financialstatements for 2002 and 2003 were $1.3 million.  The estimated aggregatefee pertaining to the 2003 audits and review is approximately $0.3 million.

 

We engaged our currentPrincipal Accountant, BDO Seidman LLP, on March 1, 2004.  BDO Seidman LLP replaced our former auditorsKPMG, LLP, which resigned on February 2, 2004 and withdrew its auditreport for the three years ended December 31, 2002 and advised us that thefinancial statements and related audit report should no longer be relied upon.

 

(2)    Other fees include amounts paid to KPMG,LLP for additional work performed during the Audit Committee investigation,which concluded in January 2004.

 

Lancer’s AuditCommittee has policies and procedures pursuant to its Charter that require thepre-approval by the Audit Committee of all fees paid to, and all servicesperformed by, Lancer’s independent accounting firms.  Any member of the Committee may approveadditional non-audit services proposed by management that arise betweenCommittee meetings provided that the Committee member’s decision to pre-approvethe service is presented at the next scheduled Committee meeting.  All of the services provided in 2004 as notedin the table above were authorized and approved by the Audit Committee in compliancewith the pre-approval policies and procedures described herein.

 

13

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SIGNATURES

 

Pursuant to therequirements of Section 13 or 15 (d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

LANCER CORPORATION

 
| by:                     | /s/ CHRISTOPHER D. HUGHES |   |   |
|-------------------------|---------------------------|--------|--------|
| Christopher D. Hughes   | April 22, 2005            |
| Chief Executive Officer |                      |

 

Pursuant to the requirements of the Securities Exchange Act of 1934,this report has been signed below by the following persons on behalf of theregistrant and in the capacities and on the dates indicated.

 
| **Signature**              | ** ** | **Title**                                                    | ** ** | **Date**       |
|----------------------------|------------|--------------------------------------------------------------|------------|----------------|
|                       |       |                                                         |       |           |
| /s/ CHRISTOPHER D. HUGHES  |       | President and Chief Executive Officer                        |       | April 22, 2005 |
| Christopher D. Hughes      |       | (principal executive officer)                                |       | Date           |
|                       |       |                                                         |       |           |
| /s/ MARK L. FREITAS        |       | Chief Financial Officer                                      |       | April 22, 2005 |
| Mark L. Freitas            |       | (principal financial officer, principal accounting  officer) |       | Date           |
|                       |       |                                                         |       |           |
| /s/ HAROLD R. SCHMITZ      |       | Chairman of the Board                                        |       | April 22, 2005 |
| Harold R. Schmitz          |       |                                                         |       | Date           |
|                       |       |                                                         |       |           |
| /s/ NORBORNE P. COLE, JR.  |       | Director                                                     |       | April 22, 2005 |
| Norborne P. Cole, Jr.      |       |                                                         |       | Date           |
|                       |       |                                                         |       |           |
| /s/ JAMES F. GALLIVAN, JR. |       | Director                                                     |       | April 22, 2005 |
| James F. Gallivan, Jr.     |       |                                                         |       | Date           |
|                       |       |                                                         |       |           |
| /s/ BRIAN C. FLYNN, JR.    |       | Director                                                     |       | April 22, 2005 |
| Brian C. Flynn, Jr.        |       |                                                         |       | Date           |
|                       |       |                                                         |       |           |
| /s/ OLIVIA F. KIRTLEY      |       | Director                                                     |       | April 22, 2005 |
| Olivia F. Kirtley          |       |                                                         |       | Date           |
|                       |       |                                                         |       |           |
| /s/ RICHARD C. OSBORNE     |       | Director                                                     |       | April 22, 2005 |
| Richard C. Osborne         |       |                                                         |       | Date           |
|                       |       |                                                         |       |           |
| /s/ ALFRED A. SCHROEDER    |       | Director                                                     |       | April 22, 2005 |
| Alfred A. Schroeder        |       |                                                         |       | Date           |
|                       |       |                                                         |       |           |
| /s/ GEORGE F. SCHROEDER    |       | Director                                                     |       | April 22, 2005 |
| George F. Schroeder        |       |                                                         |       | Date           |

 

14

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**INDEX TO EXHIBITS**

 

 

 
| **Exhibit** | ** ** | **Description**                                                                                                                                                           |
|-------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |       |                                                                                                                                                                      |
| 31.1        |       | Certification of Chief Executive Officer of Lancer  Corporation pursuant to Rule 13a-14(a) under the Securities Exchange Act of  1934, as amended.                        |
|        |       |                                                                                                                                                                      |
| 31.2        |       | Certification of Chief Financial Officer of Lancer  Corporation pursuant to Rule 13a-14(a) under the Securities Exchange Act of  1934, as amended.                        |
|        |       |                                                                                                                                                                      |
| 32.1*       |       | Certification of Chief Executive Officer of Lancer  Corporation Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section  906 of the Sarbanes-Oxley Act of 2002. |
|        |       |                                                                                                                                                                      |
| 32.2*       |       | Certification of Chief Financial Officer of Lancer  Corporation Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section  906 of the Sarbanes-Oxley Act of 2002. |

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*  This certification is furnished to, but notfiled with, the Commission.  This certificationshall not be deemed to be incorporated by reference into any filing under theSecurities Act of 1933 or the Securities Exchange Act of 1934, except to theextent that the Registrant specifically incorporates it by reference.

 

15

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