UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10K [ ] Form 20-F [X] Form 11-K [ ] Form 10-Q [ ] Form
N-SAR
For Period Ended: June 30, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:_______________________________
________________________________________________________________________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
________________________________________________________________________________
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
All financial information required by the Form 11-K
PART I - REGISTRANT INFORMATION
Full Name of Registrant:
The Earthgrains Company Employee Stock Ownership/401(k) Plan
Former Name if Applicable:
N/A
Address of Principal Executive Office (Street and Number):
8400 Maryland Avenue
City, State and Zip Code:
St. Louis, Missouri 63105
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense;
| (b) The subject annual report, semi-annual report, transition report
| on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
| will be filed on or before the fifteenth calendar day following
| the prescribed due date; or the subject quarterly report of
[X] | transition report on Form 10-Q, or portion thereof will be filed
| on or before the fifth calendar day following the prescribed due
| date; and
| (c) The accountant's statement or other exhibit required by Rule 12b
| -25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Audited financial information was not available
from the Registrant's auditors.
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EXHIBIT 99.1 to
FORM 12b-25
December 28, 1998
The Earthgrains Company Employee Stock Ownership/401(k)Plan
8400 Maryland Avenue
St. Louis, MO 63105
Ladies and Gentlemen:
You have furnished us with a copy of your "Notification of Late Filing" on Form
12b-25 dated December 28, 1998.
We are in agreement with the comments under Part III of the Form with respect to
the reasons why we are unable to furnish our report on the financial statements
of The Earthgrains Company Employee Stock Ownership/401(k) Plan (Registrant) on
or before the date the Form 11-K of the Registrant for the year ended June 30,
1998 is required to be filed.
We were unable to obtain the necessary information in a timely manner to
facilitate the completion of our audit report. This information could not be
obtained without incurring unreasonable effort and expense to the Registrant.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
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