-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lf+hGah/Ka2fwR6saxi0ovnX+20TXI5LKQbI4cbtzEtiSX+l8Ar6RX2BZm38KfVu z+P+USGmzpYUCrVBCiPb8A== 0000950172-01-500614.txt : 20010801 0000950172-01-500614.hdr.sgml : 20010801 ACCESSION NUMBER: 0000950172-01-500614 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010731 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EARTHGRAINS CO /DE/ CENTRAL INDEX KEY: 0001004985 STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050] IRS NUMBER: 363201045 STATE OF INCORPORATION: DE FISCAL YEAR END: 0326 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-46087 FILM NUMBER: 1694258 BUSINESS ADDRESS: STREET 1: 8400 MARYLAND AVE CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3142597000 MAIL ADDRESS: STREET 1: 8400 MARYLAND AVE CITY: ST LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: CAMPBELL TAGGART INC /DE/ DATE OF NAME CHANGE: 19960328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEE SARA CORP CENTRAL INDEX KEY: 0000023666 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 362089049 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: THREE FIRST NATIONAL PLZ STREET 2: STE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3127262600 MAIL ADDRESS: STREET 1: THREE FIRST NATL PLZ STREET 2: SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED FOODS CORP DATE OF NAME CHANGE: 19850402 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED GROCERD CORP DATE OF NAME CHANGE: 19731220 SC TO-T/A 1 s274625.txt AMENDMENT #3 - ----------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ SCHEDULE TO (Rule 14d-100) Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) THE EARTHGRAINS COMPANY (Name of Subject Company (Issuer)) SLC ACQUISITION CORP. a wholly owned subsidiary of SARA LEE CORPORATION (Names of Filing Persons (Offerors)) ------------------ COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) ------------------ 270319-10-6 (CUSIP Number of Class of Securities) Roderick A. Palmore, Esq. Senior Vice President, General Counsel and Secretary Sara Lee Corporation Three First National Plaza Chicago, Illinois 60602-4260 (312) 726-2600 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) With a copy to: Charles W. Mulaney, Jr., Esq. Skadden, Arps, Slate, Meagher & Flom (Illinois) 333 West Wacker Drive Chicago, Illinois 60606 Telephone: (312) 407-0700 CALCULATION OF FILING FEE Transaction Valuation* Amount of Filing Fee $1,836,427,954 $367,286 - ----------------------------------- --------------------------------- * Estimated for purposes of calculating the filing fee only. The filing fee calculation assumes the purchase of 42,648,084 outstanding shares of common stock (together with the associated rights to purchase preferred stock) of The Earthgrains Company at a purchase price of $40.25 per share. The transaction value also includes the offer price of $40.25 per share, less $15.92 which is the average exercise price of outstanding options, multiplied by 4,925,712, the estimated number of options outstanding under The Earthgrains Company's employee stock option plans. The amount of the filing fee calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the transaction value. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. Amount Previously Paid: $367,286 Form or Registration No.: Schedule TO Filing party: Sara Lee Corporation and SLC Acquisition Corp. Date Filed: July 3, 2001 [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [_] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] - ----------------------------------------------------------------------------- This Amendment No. 3 (the "Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the "Commission") on July 3, 2001 as amended (the "Schedule TO"), by SLC Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Sara Lee Corporation, a Maryland corporation ("Sara Lee"). The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), of The Earthgrains Company, a Delaware corporation (the "Company"),and the associated rights to purchase preferred stock (the "Rights" and, together with the Common Stock, the "Shares") at $40.25 per Share net to the seller in cash, upon the terms and conditions set forth in its Offer to Purchase dated July 3, 2001 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the "Offer"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO. Items 1, 4 and 11. Items 1, 4, and 11 of the Schedule TO are hereby amended and supplemented to add the following: On July 31, 2001, Sara Lee issued a press release announcing the extension of the Expiration Date until 5:00 p.m., Eastern Daylight Time, on Tuesday, August 7, 2001. The Offer was previously scheduled to expire at 12:00 midnight on July 31, 2001. The extension of the Offer was to accommodate the European Commission's antitrust review process. The company submitted the required antitrust notification under the ECMR to the European Commission on July 5, 2001, and the applicable waiting period is due to expire on August 6, 2001. Sara Lee expects to receive antitrust clearance from the European Commission and to close on the acquisition promptly after receiving such clearance. Completion of the acquisition is subject to the requisite number of shares of Earthgrains common stock being tendered and other standard closing conditions. As of 3:00 p.m. (EDT) on July 31, 2001, 26,172,102 Shares (including guaranteed deliveries) were validly tendered and not withdrawn, which represents approximately 61% of the outstanding Shares. The full text of the press release is filed as Exhibit (a)(10) hereto and is incorporated by reference herein. Item 12. Exhibits. (a)(1)* Offer to Purchase dated July 3, 2001 (a)(2)* Letter of Transmittal. (a)(3)* Notice of Guaranteed Delivery. (a)(4)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5)* Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7)* Press Release issued by Sara Lee on July 2, 2001, incorporated herein by reference to the Schedule TO filed by Sara Lee on July 2, 2001. (a)(8)* Summary Advertisement as published in The Wall Street Journal on July 3, 2001. (a)(9)* Press Release issued by Sara Lee on July 23, 2001. (a)(10) Press Release issued by Sara Lee on July 31, 2001. (b)(1)* Financing Commitment Letter dated June 29, 2001, to Sara Lee Corporation from J.P. Morgan Securities Inc. and The Chase Manhattan Bank. (d)(1)* Agreement and Plan of Merger, dated as of June 29, 2001, by and among Sara Lee, SLC Acquisition Corp. and Earthgrains. (d)(2)* Confidentiality Agreement dated May 29, 2001, between Sara Lee and Earthgrains. (g) Not applicable (h) Not applicable - --------------- * Previously filed. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. SLC Acquisition Corp. By: /s/ R. Henry Kleeman ------------------------------------ Name: R. Henry Kleeman Title: Vice President and Treasurer Sara Lee Corporation By: /s/ R. Henry Kleeman ------------------------------------ Name: R. Henry Kleeman Title: Vice President, Deputy General Counsel and Assistant Secretary Dated: July 31, 2001 EXHIBIT INDEX Exhibit No. Exhibit Name (a)(1)* Offer to Purchase dated July 3, 2001 (a)(2)* Letter of Transmittal. (a)(3)* Notice of Guaranteed Delivery. (a)(4)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5)* Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7)* Press Release issued by Sara Lee on July 2, 2001, incorporated herein by reference to the Schedule TO filed by Sara Lee on July 2, 2001. (a)(8)* Summary Advertisement as published in The Wall Street Journal on July 3, 2001. (a)(9)* Press Release issued by Sara Lee on July 23, 2001. (a)(10) Press Release issued by Sara Lee on July 31, 2001. (b)(1)* Financing Commitment Letter dated June 29, 2001, to Sara Lee Corporation from J.P. Morgan Securities Inc. and The Chase Manhattan Bank. (d)(1)* Agreement and Plan of Merger, dated as of June 29, 2001, by and among Sara Lee, SLC Acquisition Corp. and Earthgrains. (d)(2)* Confidentiality Agreement dated May 29, 2001, between Sara Lee and Earthgrains. (g) Not applicable (h) Not applicable - --------------- * Previously filed. EX-99 3 exa10.txt EXHIBIT (A)(10) Exhibit (a)(10) FOR IMMEDIATE RELEASE Media: Julie Ketay, 312.558.8727 Analysts: Aaron Hoffman, 312.558.8739 SARA LEE EXTENDS TENDER OFFER FOR EARTHGRAINS THROUGH AUGUST 7, 2001, IN ANTICIPATION OF EU ANTITRUST CLEARANCE CHICAGO (July 31, 2001) - Sara Lee Corporation announced today that it has extended its tender offer for all outstanding shares of common stock of The Earthgrains Company to 5:00 p.m. (EDT) on Tuesday, August 7, 2001, to reflect the timing of the European Commission's antitrust review process. The company submitted the required antitrust notification to the European Commission on July 5, 2001, and the applicable waiting period is due to expire on August 6, 2001. Sara Lee expects to receive antitrust clearance from the European Commission and to close on the acquisition promptly after receiving such clearance. Completion of the acquisition is subject to at least 50 % of the shares of Earthgrains common stock being tendered and other standard closing conditions. As of 3:00 p.m. (EDT) today, 26,172,102 shares (including guaranteed deliveries), of Earthgrains common stock, representing approximately 61% of Earthgrains outstanding shares, had been tendered pursuant to the tender offer. Earthgrains, which generated sales of nearly $2.6 billion in fiscal 2001, operates fresh-bakery and refrigerated-dough businesses in the United States and Europe. Earthgrains is the second-largest producer of fresh packaged bread and baked goods in the United States, operating 61 bakeries. Major company-owned brands include Earth Grains, IronKids, Grant's Farm, Colonial and Rainbo. Sara Lee Corporation is a global branded consumer packaged goods company with approximately $17.5 billion in annual revenues. Its leading brands include Sara Lee, Douwe Egberts, Hillshire Farm, Kiwi, Hanes and Playtex. This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. Sara Lee has filed a tender offer statement with the Securities and Exchange Commission (SEC), and Earthgrains has filed a solicitation/recommendation statement with respect to the offer. Shareholders of Earthgrains are urged to read both the tender offer statement (including the offer to purchase and related letter of transmittal) and the solicitation/recommendation statement because they contain important information about the offer. These documents are available to shareholders of Earthgrains at no charge and are also available for free at the SEC's website at www.sec.gov. # # # -----END PRIVACY-ENHANCED MESSAGE-----