8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): January 8, 2003

PANERA BREAD COMPANY

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation) 000-19253
(Commission File Number) 04-2723701
(IRS Employer Identification No.)

6710 Clayton Road	63117
Richmond Heights, MO	(Zip Code)
(Address of principal executive offices)

314-633-7100
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

TABLE OF CONTENTS

EX-99.1 Press Release

Item 9. Regulation FD Disclosure.

In accordance with General Instruction B.2. of Form 8-K, the following information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Panera Bread Company disclaims any intention or obligation to update or revise this information. Attached as Exhibit 99.1, and incorporated herein by reference, is a copy of the registrant’s press release dated January 8, 2003, announcing an agreement to repurchase the development rights of the Dallas market from a franchisee.

     Attached and incorporated herein by reference in its entirety as Exhibit 99.1 is a copy of the press release.

SIGNATURE

     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.

PANERA BREAD COMPANY
By:		/s/ William W. Moreton
	Name:	William W. Moreton
	Title:	Executive Vice President and Chief Financial Officer

Date: January 8, 2003

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Panera Press Release, dated January 8, 2003.

EX-99.1 3 c73935exv99w1.htm EX-99.1 PRESS RELEASE

Exhibit 99.1

PRESS RELEASE
Contact:	William W. Moreton
	Chief Financial Officer
Phone:	(314) 633-7123

Panera Bread Repurchases Dallas Market Development Rights

St. Louis, Mo. January 8, 2003 — Panera Bread Company (Nasdaq:PNRA) today reported that it has signed an agreement with its Dallas franchisee, Dallas-Ft. Worth Bakery, LP, to repurchase the development rights to the Dallas market. The agreement is expected to close on February 1, 2003. In addition to the development rights, the Company is purchasing one bakery-cafe and certain fixed assets for a total of approximately $1.5 million, and will sign an agreement to manage the other 3 existing bakery-cafes in the Dallas market. In conjunction with this transaction, the franchisee has closed 2 bakery-cafes in the market.

The company believes that Dallas represents an excellent growth market and expects to open its first new bakery-cafe in late 2003.

Panera Bread Company owns and franchises bakery-cafes under the Panera Bread and Saint Louis Bread Co. names. The company is a leader in the emerging specialty bread/cafe category due to its unique bread combined with a quick, casual dining experience. Additional information is available on the company’s website, www.panerabread.com.

Matters discussed in this news release, including any discussion or impact, express or implied, on the Company’s anticipated growth, operating results and future earnings per share contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The statements identified by the words “believe”, “positioned”, “estimate”, “project”, “target”, “continue”, “will”, “intend”, “expect”, “future”, “anticipates”, and similar expressions express management’s present belief, expectations or intentions regarding the Company’s future performance. The Company’s actual results could differ materially from those set forth in the forward-looking statements due to known and unknown risks and uncertainties and could be negatively impacted by a number of factors. These factors include but are not limited to the following the availability of sufficient capital to the Company and the developers party to franchise development agreements with the Company; variations in the number and timing of bakery-cafe openings; public acceptance of new bakery-cafes; competition; national and regional weather conditions; changes in restaurant operating costs, particularly food and labor; and other factors that may affect retailers in general. These and other risks are discussed from time to time in the Company’s SEC reports, including its Form 10-K for the year ended December 29, 2001.

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EX-99.1

Panera Bread Company