SECURITIES AND EXCHANGE COMMISSION 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): July 2, 2001 ____________________________ 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) ____________________________________________________ ____________________________________________________ ITEM 5. OTHER EVENTS The Earthgrains Company (the "Registrant") announced today that it expects to report diluted earnings per share of approximately $0.34 for the first quarter of fiscal year 2002, as discussed more fully in the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. The Earthgrains Company announced today that it entered into a Merger Agreement on June 29, 2001 with Sara Lee Corporation, as discussed more fully in the press release attached hereto as Exhibit 99.2 and incorporated herein by reference. 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: July 2, 2001 BY: /S/ MARK H. KRIEGER Mark H. Krieger Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description of Index - ------------ -------------------- Exhibit 99.1 Press Release Exhibit 99.2 Press Release