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
____________________________
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 7. FINANCIAL STATEMENTS AND EXHIBITS
The Earthgrains Company announced on March 31, 2000
that it had acquired all of the stock of Metz Baking Co.
("Metz"), a subsidiary of Specialty Foods Corp. of
Deerfield, Illinois, for $625 million. The transaction was
effective March 18, 2000.
It was not practicable at that time to file the
financial statements of Metz and the accountant's report
thereon required by Item 7(a) or the pro forma financial
information required by Item 7(b); such materials now are
filed herewith.
(a) Financial Statements of Business Acquired
The following financial statements of Metz are
submitted herewith as Exhibit 99(a):
1. Independent Auditors' Report.
2. Consolidated Balance Sheets as of December 31, 1999
and December 31, 1998.
3. Consolidated Statements of Operations for the Years
Ended December 31, 1999 and December 31, 1998.
4. Consolidated Statements of Cash Flows for the Years
Ended December 31, 1999 and December 31, 1998
5. Notes to Consolidated Financial Statements.
(b) Pro Forma Financial Information
The following unaudited pro forma financial statement
is submitted herewith as Exhibit 99(b):
Pro Forma Combined Statement of Earnings for the year
ended March 28, 2000.
(c) Exhibits
The following exhibits are included with this Report:
Exhibit 99(a) Certain Financial Statements of Metz
and Independent Auditors' Report
Exhibit 99(b) Certain Pro Forma Financial Data
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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: June 1, 2000 BY: /S/ MARK H. KRIEGER
Mark H. Krieger
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description of Index
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Exhibit 23 Consent of Independent Accountants
Exhibit 99(a) Certain Financial Statements of Metz
and Independent Auditors' Report
Exhibit 99(b) Certain Pro Forma Financial Data
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