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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): November 30, 1996
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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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The Earthgrains Company entered into an agreement on October 6, 1996
to acquire substantially all of the assets of Heiner's Bakery, Inc., of
Huntington, West Virginia. The transaction closed on November 30, 1996
pursuant to the Asset Purchase Agreement dated as of October 6, 1996 (the
"Agreement"), and the First Amendment to Asset Purchase Agreement dated as
of November 30, 1996 (the "First Amendment"), which are filed as exhibits
2.1 and 2.2 to this Report. The consideration given for the assets
acquired includes cash payments to, and the assumption of certain
liabilities of, the sellers, all as provided in Article 2 of the Agreement.
A portion of the purchase price will be determined and paid after closing,
and certain adjustments may be made, all as provided in said Article 2.
The amount of consideration and the other terms and conditions of the
Agreement and First Amendment were negotiated at arms' length by
Earthgrains with the sellers. The cash paid at closing in connection with
the acquisition was obtained by Earthgrains from available cash on hand and
from Earthgrains' existing revolving credit facility managed by Bank of
America; Earthgrains expects any cash consideration to be paid after
closing will be derived from the same sources.
Heiner's is a wholesale bakery and marketing operation which markets
Heiner's brand bread, buns and rolls throughout West Virginia and in
portions of Ohio and Kentucky. The Heiner's operation, including its 330
employees and 100 direct-customer delivery routes, will remain largely
intact with Earthgrains operating the bakery and marketing Heiner's branded
products.
Heiner's is the sales leader of branded bread in its marketing
territory with a market share of approximately 42 percent. Until this
transaction closed, Earthgrains had no appreciable presence in the Heiner's
market area. Earthgrains expects to introduce its IronKids, Grant's Farm
and Earth Grains branded products into the area to supplement Heiner's
products.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
It is not practicable at this time to file the financial statements of
Heiner's and accountant's report thereon required by Item 7(a); such
materials will be filed not later than 60 days after the latest day on
which this Report is required to be filed.
(b) Pro Forma Financial Information
It is not practicable at this time to file the pro forma financial
information required by Item 7(b); such information will be filed not later
than 60 days after the latest day on which this Report is required to be
filed.
(c) Exhibits
2.1 Form of Asset Purchase Agreement dated as of October 6, 1996
2.2 Form of First Amendment to Asset Purchase Agreement
dated as of November 30, 1996
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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: December 16, 1996 By: MARK H. KRIEGER
Mark H. Krieger
Vice President and
Chief Financial Officer
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