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):
March 18, 2000
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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 2. ACQUISITION OR DISPOSITION OF ASSETS
The Earthgrains Company announced on November 15, 1999
that it entered into an agreement to acquire all of the
stock of Metz Baking Co., a subsidiary of Specialty Foods
Corp. of Deerfield, Illinois, for $625 million. The
transaction closed on March 18, 2000. The consideration
given for the stock acquired includes cash payments to the
sellers. Certain adjustments, which are expected to be
immaterial, may be made to the purchase price after closing.
The amount of consideration and the other terms and
conditions of the sale were negotiated at arms' length by
Earthgrains with the sellers. The cash paid at closing in
connection with the acquisition was funded using new and
existing committed credit facilities managed by Morgan
Guaranty Trust Company of New York and Bank of America,
respectively, and commercial paper. Within 12 months,
Earthgrains plans to complete permanent financing using
long-term debt. Earthgrains expects that any cash
consideration to be paid after closing will be derived from
the same sources.
Metz is a wholesale bakery and marketing operation
which markets Metz's brand bread, buns and rolls throughout
Michigan, Wisconsin, Minnesota, North Dakota and South
Dakota, and in portions of Indiana, Illinois, Iowa, Wyoming,
Utah, Nebraska, Kansas and Missouri. The Metz operation,
including 21 bakeries, will remain largely intact, with
Earthgrains operating all bakeries and marketing all Metz
branded products, with the exception of the partial
divestiture of one Earthgrains and one Metz brand
representing less than $10 million in annual sales in
certain geographic areas pursuant to the terms of a consent
decree entered into by Earthgrains and the U.S. Department
of Justice. That consent decree may also require, upon the
occurrence of certain circumstances, Earthgrains to sell one
of its existing bakeries.
With 64 bakeries after the acquisition, Earthgrains has
become the nation's second-largest bread and baked goods
producer, adding major new markets and gaining strength in
other existing markets. In the new territory, Earthgrains
is now the market-share leader for bread, buns and rolls in
Chicago, Milwaukee, and Minneapolis and has strong positions
in Detroit and Salt Lake City. In its existing territory,
Earthgrains becomes the market-share leader in Kansas City
and Omaha and strengthens its leadership position in Des
Moines.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
It is not practicable at this time to file the
financial statements of Metz and accountant's report thereon
required by Item 7(a); such materials will be filed not
later than 60 days after the latest day on which this Report
is required to be filed.
(b) Pro Forma Financial Information
It is not practicable at this time to file the pro
forma financial information required by Item 7(b); such
information will be filed not later than 60 days after the
latest day on which this Report is required to be filed.
(c) Exhibits
None
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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: March 31, 2000 By: /S/ MARK H. KRIEGER
Mark H. Krieger
Vice President and
Chief Financial
Officer
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