SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K Annual Report (Mark One) [X] Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 1998 Or [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 ------------------------------ Commission file number ___________________ The Report of Independent Accountants, Financial Statements and Additional Information was unavailable at the time of filing and will be filed pursuant to Rule 12b-25. A. Full title of the plan and the address of the plan, if different from that of the issuer named below: THE EARTHGRAINS COMPANY EMPLOYEE STOCK OWNERSHIP/401(K) PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: THE EARTHGRAINS COMPANY 8400 Maryland Avenue St. Louis, Missouri 63105 REQUIRED INFORMATION Item 1. The Plan is subject to ERISA. See Item 4. Item 2. The Plan is subject to ERISA. See Item 4. Item 3. The Plan is subject to ERISA. See Item 4. Item 4. Financial Statements and Exhibits. ---------------------------------- (a) Financial Statements: Audited Statement of Net Assets Available for Benefits at June 30, 1998, June 30, 1997 and June 30, 1996. Audited Statement of Changes in Net Assets Available for Benefits for the twelve months ended June 30, 1998, June 30, 1997 and for the three months ended June 30, 1996. Notes to Financial Statements Line 27a - Schedule of Assets Held for Investment Purposes at June 30, 1998. Line 27d - Schedule of Reportable Transactions for the twelve months ended June 30, 1998. Appendix information has not been provided. (b) Exhibits: Exhibit 23 Consent of Independent Accountants SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. THE EARTHGRAINS COMPANY EMPLOYEE STOCK OWNERSHIP/401(K) PLAN By: EDWARD J. WIZEMAN ------------------------- Edward J. Wizeman Administrative Committee Member Date: December 28, 1998 THE EARTHGRAINS COMPANY EMPLOYEE STOCK OWNERSHIP/ 401(K) PLAN Financial Statements and Additional Information June 30, 1998, June 30, 1996 and June 30, 1996 THE EARTHGRAINS COMPANY EMPLOYEE STOCK OWNERSHIP/401(K) PLAN Index to Financial Statements and Additional Information June 30, 1998 - --------------------------------------------------------------------------- Page Report of Independent Accountants 1 Financial Statements: Statements of Net Assets Available for Benefits with fund Information 2-4 Statements of Changes in Net Assets Available for Benefits with Fund Information 5-7 Notes to Financial Statements 8-12 Additional Information*: Line 27a-Schedule of Assets Held for Investment Purposes, June 30, 1998 Schedule I Line 27d-Schedule of Reportable Transactions, 12 months Ended June 30, 1998 Schedule II * Other schedules required by Section 2520.103-10 of Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. Report of Independent Accountants The Report of Independent Accounts, Financial Statements and Additional Information is unavailable and will be filed pursuant to Form 12b-25 filed by this filer.