-----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, S0EGJJsYzC6y9JThIHg1bnFa9g2LIsjPmPaSVB0nEXQpAkAmQye1pBN6Zs7bhQu7 /BkLusBiTiKvWrSZgLR00Q== 0000950172-01-500635.txt : 20010807 0000950172-01-500635.hdr.sgml : 20010807 ACCESSION NUMBER: 0000950172-01-500635 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010806 GROUP MEMBERS: SLC ACQUISITON CORP. 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: 1934 Act SEC FILE NUMBER: 005-46087 FILM NUMBER: 1698936 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 s276073.txt SC TO-T - AMENDMENT NO. 4 - ------------------------------------------------------------------------------ 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. 4) 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 Filing party: Sara Lee Corporation and SLC Acquisition Corp. Form or Registration No.: Schedule TO 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. 4 (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. Item 11. Additional Information Item 11 is hereby amended and supplemented to include the following: On August 6, 2001, Sara Lee issued a press release announcing that the European Commission approved Sara Lee's acquisition of the Company. A copy of the press release is attached hereto as Exhibit (a)(11) and is incorporated herein by reference. 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)* Joint Press Release issued by Sara Lee and Earthgrains on July 23, 2001. (a)(10)* Press Release issued by Sara Lee on July 31, 2001. (a)(11) Press Release issued by Sara Lee on August 6, 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: August 6, 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)* Joint Press Release issued by Sara Lee and Earthgrains on July 23, 2001. (a)(10)* Press Release issued by Sara Lee on July 31, 2001. (a)(11) Press Release issued by Sara Lee on August 6, 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 exha.txt EXHIBIT (A)(11) - PRESS RELEASE Exhibit (a)(11) FOR IMMEDIATE RELEASE Sara Lee Corporation Media: Julie Ketay, 312.558.8727 Analysts: Aaron Hoffman, 312.558.8739 or The Earthgrains Company Media: Matt Hall, 314.259.7223 Analysts: Molly Salky, 314.259.7018 Sara Lee Corporation and the Earthgrains Company Receive European Commission Antitrust Clearance CHICAGO--(BUSINESS WIRE)--Aug. 6, 2001--Sara Lee Corporation announced today that the European Commission has approved Sara Lee's acquisition of The Earthgrains Company. The European Commission's decision was the sole remaining regulatory approval required for the acquisition. Sara Lee's tender offer for all of the outstanding shares of Earthgrains common stock is currently scheduled to expire at 5:00 p.m. (EDT) on Tuesday, August 7, 2001. 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-----