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 20, 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") and Sara Lee Corporation announced today that they have received U.S. antitrust clearance for Sara Lee's proposed acquisition of the Registrant, as discussed more fully in the press release attached hereto as Exhibit 99.1 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 23, 2001 BY: /S/ JOSEPH M. NOELKER Joseph M. Noelker Vice President, General Counsel and Corporate Secretary EXHIBIT INDEX Exhibit No. Description of Index - ------------ -------------------- Exhibit 99.1 Press Release