EX-99.A3 4 dex99a3.txt NOTICE OF GUARANTEED DELIVERY Notice of Guaranteed Delivery for Tender of Shares of Common Stock (Including the Associated Rights to Purchase Preferred Stock) of The Earthgrains Company to SLC Acquisition Corp. a wholly owned subsidiary of Sara Lee Corporation (Not to be used for signature guarantees) THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JULY 31, 2001, UNLESS THE OFFER IS EXTENDED. This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) if certificates for Shares (as defined below) are not immediately available, if the procedure for book-entry transfer cannot be completed on a timely basis, or if time will not permit all required documents to reach Mellon Investor Services LLC (the "Depositary") on or prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase). This form may be delivered by hand, transmitted by facsimile transmission or mailed (to the Depositary). See Section 3 of the Offer to Purchase. The Depositary for the Offer is: Mellon Investor Services LLC BY MAIL: BY OVERNIGHT COURIER: BY HAND: Mellon Investor Services Mellon Investor Services Mellon Investor Services LLC LLC LLC Reorganization Reorganization Reorganization Department Department Department PO Box 3301 85 Challenger Road 120 Broadway South Hackensack, NJ Mail Stop--Reorg 13th Floor 07606 Ridgefield Park, NJ New York, NY 10271 07660 BY FACSIMILE TRANSMISSION: (for eligible institutions only) (201) 296-4293 CONFIRM FACSIMILE BY TELEPHONE: (201) 296-4860 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN ONE SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN THE FACSIMILE NUMBER SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. THIS NOTICE OF GUARANTEED DELIVERY TO THE DEPOSITARY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" (AS DEFINED IN THE OFFER TO PURCHASE) UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEES MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL. The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an Agent's Message (as defined in the Offer to Purchase) and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution. THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED. Ladies and Gentlemen: The undersigned hereby tenders to SLC Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Sara Lee Corporation, a Maryland corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 3, 2001 (the "Offer to Purchase") and the related Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer"), receipt of which is hereby acknowledged, the number of shares of common stock, par value $0.01 per share, of The Earthgrains Company, a Delaware corporation (the "Company"), including the associated rights to purchase preferred stock (collectively, the "Shares"), set forth below, pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase. Name(s) of Record Holder(s) Number of Shares Tendered: _________ ____________________________________ Certificate No(s) (if available): ____________________________________ (please print) ____________________________________ Address(es): ____________________________________ ____________________________________ [_]Check if securities will be tendered by book-entry transfer ____________________________________ (Zip Code) Name of Tendering Institution: Area Code and Telephone No.(s): ____________________________________ ____________________________________ Signature(s) Account No.: _______________________ ____________________________________ Dated: _______________________, 2001 ____________________________________ GUARANTEE (Not to be used for signature guarantee) The undersigned, a firm that is a participant in the Securities Transfer Agents Medallion Program, or an "eligible guarantor institution" (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended), hereby guarantees to deliver to the Depositary either the certificates evidencing all tendered Shares, in proper form for transfer, or to deliver Shares pursuant to the procedure for book-entry transfer into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility"), in either case together with the Letter of Transmittal (or a facsimile thereof) properly completed and duly executed, with any required signature guarantees or an Agent's Message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, all within three New York Stock Exchange trading days after the date hereof. Name of Firm: _______________________________________________________________ ___________________________________________________________________ (Authorized Signature) Address: ____________________________________________________________________ ______________________________________________________________________ Zip Code Title: ______________________________________________________________________ Name: _______________________________________________________________________ (Please type or print) Area Code and Tel. No. ______________________________________________________ Date: _________________________, 2001 NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.