SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 6, 1996
THE EARTHGRAINS COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-7554 36-3201045
(Commission file Number) (I.R.S. Employer Identification No.)
8400 Maryland Avenue, St. Louis, Missouri 63105
(Address of Principal Executive Offices) (Zip Code)
(314) 259-7000
(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events
The Earthgrains Company entered into an agreement on October 6, 1996 to
acquire all of the assets of Heiner's Bakery, Inc., of Huntington, West
Virginia. The transaction is subject to regulatory approval but is expected
to close by the end of 1996. Terms will be announced prior to or at
closing.
Heiner's is a privately held wholesale bakery and marketing operation
which markets Heiner's brand bread, buns and rolls throughout West Virginia
and in portions of Ohio and Kentucky. The Heiner's operation, including its
330 employees and 100 direct-customer delivery routes, will remain largely
intact with Earthgrains operating the bakery and marketing Heiner's branded
products.
Heiner's is the sales leader of branded bread in its marketing territory
with a market share of approximately 42 percent. Earthgrains currently has
no appreciable presence in the Heiner's market area and expects to introduce
its IronKids, Grant's Farm and Earth Grains branded products into the area to
supplement Heiner's products.
Earthgrains is the third largest producer of fresh baked goods and the
second largest producer of refrigerated dough products in the United States,
with 35 U.S. bakeries, three U.S. refrigerated dough plants and 12,000 U.S.
employees. Based on year-to-date performance, Earthgrains projects sales of
approximately $1.6 billion in the U.S. and Europe in fiscal year 1997. In
light of Heiner's historical performance and projected 1996 sales of
approximately $40 million, Earthgrains anticipates that the acquisition will
not dilute fiscal 1997 earnings or cash flow and that it will have a positive
impact on these measures thereafter.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE EARTHGRAINS COMPANY
(Registrant)
Date: October 11, 1996
By:______________________________
Mark H. Krieger
Vice President and
Chief Financial Officer
