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): November 15, 1999
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)
5. Other Events
The Earthgrains Company announced on November 15, 1999 that it entered into
an agreement to acquire Metz Baking Co. for $625 million that will add markets
and brands in the upper Midwest. The acquisition will make Earthgrains, which
will retain its market-share leadership in its territory, the nation's second-
largest fresh packaged bread and baked goods producer serving half the U.S.
population.
Metz Baking Co., a subsidiary of Specialty Foods Corp. of Deerfield, Ill.,
is projected to have sales of approximately $600 million this year. The company
operates 21 bread and specialty bakeries and serves all or parts of 18 states.
Earthgrains, which has 42 U.S. bread bakeries, had global sales of more than
$1.9 billion in the fiscal year that ended in March.
The acquisition is expected to be dilutive to earnings in the first year but
will be accretive to earnings in the second year.
Earthgrains will initially finance the all-cash transaction using a new
committed bridge facility and an existing credit facility. Earthgrains plans to
later refinance this transaction in a manner consistent with its objective to
maintain an investment-grade debt rating and access to commercial paper.
Metz Baking is the branded market-share leader in its geography, including
market-leading positions in Chicago, Milwaukee, and Minneapolis and strong
positions in Detroit and Salt Lake City.
Metz-owned brands include Old Home and Master. The company also bakes
products under franchised brands, including Holsum, Taystee, Pillsbury, Healthy
Choice, Roman Meal, Country Hearth, and Sunbeam.
Earthgrains is the branded market-share leader in its geography, serving all
or parts of 26 states in the Southeast, South, Midwest, Southwest, and central
and northern California. The company offers a full line of bread, buns, rolls,
bagels, and snack cakes across the popular, premium and superpremium categories.
Leading company-owned brands include Colonial/Rainbo, IronKids, Grant's Farm,
Earth Grains and Break Cake, and franchise brands include Sunbeam, Country
Hearth, Roman Meal, and Sun*Maid.
Earthgrains will introduce several of its value-added products, such as
IronKids Bread and Earth Grains shelf-stable bagels and superpremium breads, to
the new geography.
Metz Baking operates 1,550 direct-store delivery routes and has 6,900
employees. Earthgrains has 3,500 direct-store delivery routes and has 15,400
employees in the United States.
Metz Baking Co. Acquisition Agreement
Fact Sheet
Earthgrains Company
Metz Baking Co. U.S. Bakery Products
--------------- --------------------
Geography Upper Midwest and Utah Southeast, South, Midwest,
Southwest, central and
northern California
Number of Bakeries 21 42
Top Company Brands Old Home, Master Colonial/Rainbo, IronKids,
Grant's Farm, Earth Grains,
Break Cake
Top Franchise Holsum, Healthy Choice, Roman Meal, Country
Brands Roman Meal, Country Hearth, Sunbeam,
Hearth, Taystee, Sun*Maid
Pillsbury, Sunbeam
Primary Products Fresh packaged bread, Fresh packaged bread,
buns, rolls and sweet buns, rolls, bagels, and
goods snack cakes
Direct-store 1,550 3,500
Delivery Routes
Bakery Locations Illinois: Chicago, Alabama: Birmingham,
Rockford, Rock Island Dothan, Fort Payne,
Iowa: Dubuque, Sioux Huntsville, Mobile
City Arizona: Phoenix,
Michigan: Detroit, Tucson
Grand Rapids, Marquette Califonria: Fresno,
Minnesota: Fergus Falls, Oakland, Sacramento,
Roseville (Minneapolis- San Luis Obispo (2),
St. Paul) Stockton
Nebraska: Beatrice, Colorado: Denver,
Hastings, Bellevue Grand Junction
(Omaha), South Sioux Georgia: Atlanta,
City Rome
South Dakota: Sioux Iowa: Des Moines
Falls, Watertown Kansas: Hutchinson,
Utah: Salt Lake City Wichita
Wisconsin: Eau Claire, Kentucky: London,
La Crosse, Madison, Louisville,
Milwaukee Owensboro
Mississippi: Meridian
Missouri: Springfield
New Mexico:
Albuquerque (2)
North Carolina: Valdese
Oklahoma: Oklahoma
City
South Carolina:
Orangeburg
Tennessee: Chattanooga,
Knoxville, Memphis,
Nashville
Texas: Dallas, El Paso,
Harlingen, Houston,
Lubbock, Paris, San
Antonio
West Virginia:
Huntington
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 hereby duly authorized.
THE EARTHGRAINS COMPANY
(Registrant)
By: /S/ MARK H. KRIEGER
Mark H. Krieger
Vice President and
Chief Financial Officer
Date: November 18, 1999