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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
/X/ Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended March 25, 1997
or
/ / Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from -------------- to --------------
Commission File Number: 1-7554
THE EARTHGRAINS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 36-3201045
(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
8400 Maryland Avenue, St. Louis, Missouri 63105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (314) 259-7000
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock -- $.01 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant.
$603,187,618 AS OF JUNE 2, 1997
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.
$.01 PAR VALUE COMMON STOCK: 10,782,866 SHARES AS OF JUNE 2, 1997
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Annual Report to Shareholders for the
Fiscal Year Ended March 25, 1997 PART I, PART II, and PART IV
Portions of Definitive Proxy Statement for the Annual
Meeting of Shareholders on July 25, 1997 PART III
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CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
Matters discussed in this Report (particularly Item 7) contain forward-
looking information, as defined in the Private Securities Litigation Reform
Act of 1995. All forward-looking statements discussed in this report involve
risks and uncertainties, including, but not limited to, variations in income
levels of consumers, fluctuations in currency exchange rates for the Spanish
peseta and French franc versus the U.S. dollar, the costs of raw materials,
the ability of the Company to realize projected savings from productivity and
product quality improvements, legal proceedings to which the company may
become a party, and other risks indicated in filings by the Company with the
Securities and Exchange Commission.
PART I
ITEM 1. BUSINESS.
Overview
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The Earthgrains Company (the "Company") commenced operations in 1925
with one bakery. The Company grew to become Campbell Taggart, Inc., an
independent publicly traded company. The Company was acquired by Anheuser-
Busch Companies, Inc. ("AB") in 1982. From 1982 until March 1996, the
Company was a wholly-owned subsidiary of AB. In March 1996, AB divested part
of the food products segment of its business through a tax-free 100 percent
spin-off of the Company to its shareholders. In connection with the spin-off,
the Company was re-incorporated in Delaware under its current name, and
each AB shareholder received one share of the Company's common stock for
every 25 shares of AB's common stock. The Company's common stock began
trading on the New York Stock Exchange on March 27, 1996 under its present
name and the symbol "EGR." In conjunction with the spin-off, the Company
changed its fiscal year end to the Tuesday immediately preceding March 31 or
March 31 if it is a Tuesday.
The Company is a leading producer and distributor of packaged bakery
products for sale to retail grocers and food service companies in the United
States and Europe. Its product lines include fresh, refrigerated, and frozen
baked goods; refrigerated and frozen dough products; and shelf-stable toaster
pastries. These products share common ingredients (flour or grain-based
components) and similarities in manufacturing processes. They compete
against similar products offered by other packaged bakery product
manufacturers and distributors, as well as in-store and retail bakeries.
Based on net sales for the 52-week period ended March 25, 1997
("fiscal year 1997"), the Company believes that it is the third largest
producer of packaged bakery products in the United States. Based on
independent publicly available market data, the Company believes that its
Spanish subsidiary is the largest commercial baker in Spain. The Company
operates 38 manufacturing facilities in the United States, 8 manufacturing
facilities in Spain, and one manufacturing facility in France. The
Company's fresh-baked goods are sold through a variety of distribution
systems. In the U.S., these systems comprise approximately 2,800 delivery
routes covering more than 130,000 food outlets in 27 states throughout the
Southeast, South, Southwest, and Midwest United States and Northern
California. Its refrigerated, frozen, and shelf-stable bakery products are
distributed nationally.
Domestic Operations
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The Company's domestic operations manufacture fresh-baked goods and
refrigerated and frozen dough products through 38 manufacturing facilities in
15 states across the country. The principal fresh-baked goods are baked
breads, rolls, cookies, snack cakes, and other sweet goods. The majority of
the Company's fresh-baked goods are sold under the Colonial(TM), Rainbo(R),
Iron Kids(R), Heiner's(TM), Grant's Farm(TM), and Earth Grains(R) brand
names. The snack cakes and other sweet goods are sold principally under the
Break Cake(R) brand name. The Company's fresh-baked goods business also
involves the manufacture of similar fresh-baked goods for sale under the
brand names of its customers. In addition, the Company supplies specialty
rolls, sandwich buns, and other products to major fast food and family
restaurant chains such as Burger King(R), Pizza Hut(R), and Waffle House(R).
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The fresh-baked goods are sold primarily on a wholesale basis through a
variety of distribution systems to grocers, restaurants, and institutions in
areas generally within a 300 mile radius of the producing bakery. In
accordance with the fresh-baked goods industry practice, the Company allows
retailers to return fresh-baked goods that have not been sold by a prescribed
freshness date. The Company operates over 240 retail thrift stores that sell
certain returned products.
In addition to its fresh-baked goods, the Company manufactures over 80
different refrigerated and frozen dough products, including: biscuits, dinner
rolls, sweet rolls, danishes, cookies, crescent rolls, and breadsticks. The
Company believes that it is the only significant manufacturer of retailers'
store brands (private-label) refrigerated dough in the United States. The
Company also manufactures baked English muffins and toaster pastries. The
refrigerated dough products are sold under more than 200 different store
brands throughout the United States. The refrigerated dough products and
refrigerated English muffins are also sold under the Merico(R) brand name as
well as under the Roman Meal(R) and Sun Maid(R) licensed brands.
The refrigerated dough and toaster pastry products are distributed
throughout the United States principally by direct sales to large wholesale
purchasers or through independent brokers. The Company also manufactures and
sells refrigerated dough products through contract packing arrangements.
European Operations
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The principal products of the European operations are baked breads,
buns, snack cakes, sweet goods, and refrigerated dough products. The
Company's Spanish subsidiary, Bimbo, S.A. ("Bimbo"), operates eight bakeries
in Spain and distributes fresh-baked goods in Spain and Portugal through
almost 1,100 delivery routes primarily under the Bimbo(R) and Silueta(R)
brand names. Based on independent publicly available market data, the
Company believes that Bimbo is the largest commercial baker in Spain. In
addition, the Company's French subsidiary, Europate, operates one
refrigerated dough plant in France and sells refrigerated dough products
throughout Europe. In Europe, refrigerated dough products are sold
principally through contract packing arrangements and under the Company's own
brands, CroustiPate(R) and HappyRoll(TM), and under store brands. The
Company's largest customer for such contract packing arrangements in Europe
is The Pillsbury Company.
Additional risks associated with conducting business overseas, which
are not present with respect to domestic operations, frequently arise. The
Company does not believe that there is currently any substantial likelihood
of a material adverse effect on the Company as a result of such risks.
Competition
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The packaged bakery products business is highly competitive. There is
intense price, product, and service competition with respect to all of the
Company's products. Competition is based on product quality, price, brand
loyalty, effective promotional activities, and the ability to identify and
satisfy emerging consumer preferences. Customer service, including frequency
of deliveries and maintenance of fully stocked shelves, also is an important
competitive factor and is central to the competition for retail shelf space
among fresh-baked goods manufacturers.
The Company competes with other national and regional wholesale
bakeries, large grocery chains that have vertically integrated or in-store
bakeries, small retail bakeries, and many producers of alternative foods.
The identity and number of competitors vary from market to market. The
Company's leading competitors in the fresh-baked goods business include
Interstate Bakeries Corporation, Flowers Industries Inc., CPC International
Inc. and Specialty Foods Corporation. In the refrigerated and frozen dough
product business, the Company competes primarily with Pillsbury, which
produces branded products with which the Company's store brand products
compete. In addition, the Company's other major competitors in the
refrigerated and frozen dough and toaster pastry business include Kellogg
Company and Nabisco, Inc. The fresh-baked, refrigerated, and frozen dough
product lines also compete with other alternative foods. The Company's
leading competitor in Spain is Pan Rico, but it experiences competition from
small regional bakeries in Spain as well.
The Company's ability to sell its products depends on its ability to
attain store shelf space in relation to competing brands and other food
products. Future growth for the Company will depend on the Company's ability
to continue streamlining and reducing operating costs, maintaining effective
cost control programs, improving branded product mix, taking advantage of
industry consolidation opportunities, developing successful new products,
maintaining effective pricing and promotion of its products, and providing
superior customer service. Effective investment in capital and technology
will play an important role in achieving these goals.
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Raw Materials
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The products manufactured by the Company require a large volume of
various agricultural products, including wheat for flours, soybean oil for
shortening, and corn for high fructose corn syrup. Agricultural commodities
represented 25-30% of the Company's cost of products sold for the 1997 fiscal
year. The Company fulfills its commodities requirements through purchases
from various sources, including futures contracts, options, contractual
arrangements, and spot purchases on the open market. The commodity markets
have experienced, and will continue to experience, significant price
volatility. The price and supply of raw materials will be determined by,
among other factors, the level of crop production, weather conditions, export
demand, government regulations, and legislation affecting agriculture. The
Company believes that adequate supplies of agricultural products are
available at the present time, but cannot predict future availability or
prices of such products and materials.
Brand Names and Trademarks
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The Company's major brand names are Colonial, Rainbo, Iron Kids,
Heiner's, Grant's Farm, and Earth Grains for bread products; Break Cake for
snack cakes and other sweet goods; Merico brand for refrigerated dough
products; Roman Meal and Sun Maid franchise names for both bread products and
refrigerated dough products; Bimbo and Silueta in Spain and Portugal; and
CroustiPate and HappyRoll in France. The Company also owns several federally
registered trademarks, including Rainbo, Iron Kids, and Earth Grains. In
addition, pursuant to the License Agreement, AB has granted the Company the
right to use the federally registered trademark Grant's Farm. The Company
regards consumer recognition of and loyalty to its brand names and trademarks
as being extremely important to its long-term success. The Company believes
that its registered and common law trademarks are instrumental to its ability
to create demand for and to market its products. There are currently no
pending challenges to the use or registration of any of the Company's
significant trademarks.
Seasonality
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The Company does experience minimal seasonal fluctuation in demand,
typically in the third quarter of its fiscal year when sales of refrigerated
dough products are seasonally strong.
Backlog
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The Company's relationship with its customers and its manufacturing and
inventory practices do not provide for the traditional backlog associated
with some manufacturing entities and no backlog data is regularly prepared or
used by management.
Research and Development
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The Company actively works to develop new products and to improve
existing products. The dollar amounts expended by the Company during each of
the past three fiscal years on such development activities are not considered
to be material relative to the Company's overall business and operations.
Environmental Matters
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The operations of the Company are subject to various Federal, state,
and local laws and regulations with respect to environmental matters.
Additional information regarding such matters is provided in Item 3 of this
report.
Employees
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As of March 25, 1997, the Company employed approximately 14,000
persons, of which approximately 11,000 were based in the U.S. Approximately
75% of the Company's domestic employees are subject to over 200 union
contracts. The Company believes its labor relations to be satisfactory.
ITEM 2. PROPERTIES.
Domestically, the Company operates 38 manufacturing facilities in 15
states. The Company's European subsidiaries own and operate 8 bakeries in
Spain and one refrigerated dough manufacturing plant in France. The
Company's domestic bakeries operate at approximately 75% of capacity. The
Company owns all of its manufacturing facilities, except for the facilities
in Ft. Payne and Montgomery, Alabama, which are subject to leases. The Ft.
Payne facility is subject to two leases which expire in 2010 and 2016; both
leases give the Company an option to purchase the property. The Montgomery
lease expires in 2004, with an option to extend to 2024; the
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Company also has a purchase option. The Company also operates over 240 retail
thrift stores and maintains approximately 350 distribution centers, the
majority of which are leased. In addition, the Company owns its corporate
headquarters and a research and development facility in St. Louis, Missouri,
and it leases its Spanish corporate headquarters in Barcelona, Spain. The
Company maintains approximately 6,000 motor vehicles used principally in the
sales and distribution of its products.
The Company's major U.S. facilities and the products produced at each
are as follows:
Plants Products
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Albuquerque, New Mexico Bread & Buns
Atlanta, Georgia Bread & Buns
Carrollton, Texas Refrigerated Dough
Chattanooga, Tennessee Bread & Buns
Dallas, Texas Bread & Buns
Denver, Colorado Bread & Buns
Des Moines, Iowa Bread & Buns
Dothan, Alabama Bread & Buns
El Paso, Texas Bread & Buns
Fresno, California Bread & Buns
Forest Park, Georgia Refrigerated Dough & Toaster Pastries
Ft. Payne, Alabama Bread, Buns & Sweet Goods
Harlingen, Texas Bread & Buns
Houston, Texas Bread & Buns
Huntington, West Virginia Bread & Buns
Huntsville, Alabama Bread & Buns
Hutchinson, Kansas Bread & Buns
Johnson City, Tennessee Bread & Buns
Louisville, Kentucky Bread & Buns
Lubbock, Texas Bread & Buns
Macon, Georgia Bread & Buns
Memphis, Tennessee Bread & Buns
Meridian, Mississippi Bread & Buns
Montgomery, Alabama Bread & Buns
Nashville, Tennessee Bread & Buns
Oakland, California Bread, Buns & English Muffins
Oklahoma City, Oklahoma Bread & Buns
Owensboro, Kentucky Bread & Buns
Paris, Texas Bread, Buns, Sweet Goods & Frozen Dough
Phoenix, Arizona Bread & Buns
Pueblo, Colorado Bread & Buns
Rome, Georgia Cookies
Sacramento, California Bread & Buns
San Antonio, Texas Bread & Buns
Springfield, Missouri Bread & Buns
Stockton, California Bread, Buns & Sweet Goods
Tucson, Arizona Bread & Buns
Wichita, Kansas Bread & Buns
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The Company's European facilities and the products produced at each are
as follows:
Plants Products
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Almansa, Spain Bread & Buns
Antequera, Spain Bread & Buns
Canary Islands, Spain Bread & Buns
Granollers, Spain Bread, Buns & Sweet Goods
Las Mercedes, Spain Bread, Buns & Sweet Goods
Lievin, France Refrigerated & Frozen Dough
Madrid, Spain Bread
Palma, Spain Bread & Buns
Solares, Spain Bread & Buns
The Company believes that its facilities are well maintained, suitable,
and adequate for its immediate needs. Additional space is available if needed
to accommodate expansion.
ITEM 3. LEGAL PROCEEDINGS.
As a manufacturer and marketer of food items, the Company's operations
are subject to regulation by various government agencies, including the
United States Food and Drug Administration. Under various statutes and
regulations, such agencies prescribe requirements and establish standards for
quality, purity, and labeling. Under the Nutrition and Labeling Act of 1990,
as amended, food manufacturers are required to disclose nutritional
information on their labels in a uniform manner. The finding of a failure to
comply with one or more regulatory requirements can result in a variety of
sanctions, including monetary fines or compulsory withdrawal of products from
store shelves. The Company may also be required to comply with state and
local laws regulating food handling and storage.
The operations of Earthgrains, like those of similar businesses, are
subject to various Federal, state, and local laws and regulations with
respect to environmental matters, including air and water quality,
underground fuel storage tanks, and other regulations intended to protect
public health and the environment. Earthgrains has received notices from the
U.S. Environmental Protection Agency that it has been identified as a
potentially responsible party ("PRP") with respect to certain locations under
the Comprehensive Environmental Response, Compensation and Liability Act and
may be required to share in the cost of cleanup with respect to two sites.
While it is difficult to quantify with certainty the financial impact of
actions related to environmental matters, based on the information currently
available, it is management's opinion that the ultimate liability arising
from such matters, taking into account established liability accruals, should
not have a material effect on Earthgrains' financial results or financial
position.
The Company is involved in certain legal proceedings arising in the
normal course of business. Although it is impossible to predict the outcome
of any legal proceeding and the Company cannot estimate the range of the
ultimate liability, if any, relating to these proceedings, the Company
believes that it has meritorious defenses to the claims pending against it in
such proceedings and that the outcome of such proceedings should not,
individually or in the aggregate, have a material adverse effect on the
results of operations or financial condition of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of the security holders,
through the solicitation of proxies or otherwise, during the 1997 fiscal
year.
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EXECUTIVE OFFICERS OF THE REGISTRANT
BARRY H. BERACHA (age 55) presently is Chief Executive Officer and
Chairman of the Board of Directors of the Company, positions he has held
since September 1993. From 1976 to March 1996 he held the position of Vice
President and Group Executive of AB. During that time he also held various
positions in various subsidiaries of AB. In addition, he currently serves as
a member of the board of directors for Metal Container Corporation (a
subsidiary of AB), a position he has held since April 17, 1996.
JOHN W. ISELIN, JR. (age 44) presently is Executive Vice President
(Domestic Baking) of the Company, a position he has held since May 1994.
From January 1994 through April 1994, he served as President and Chief
Operating Officer of the Company's refrigerated dough operations. Mr. Iselin
served as Executive Vice President and Chief Financial Officer for Eagle
Snacks, Inc. (a subsidiary of AB) from January 1992 through December 1993.
XAVIER ARGENTE (age 37) presently is the Company's Executive Vice
President (Bimbo), a position he has held since December 1995. From June
1995 through December 1995, he was Vice General Manager of Operations. From
1990 through June 1995, he was the Commercial Director of Marketing, Sales
and Distribution of Bimbo Operations.
WILLIAM H. OPDYKE (age 53) presently is the Company's Executive Vice
President (Refrigerated Dough Products), a position he has held since June
1995. He previously served as Executive Vice President--Operations of the
Company from May 1994 to June 1995. From November 1993 until May 1994, Mr.
Opdyke served as Executive Vice President--Corporate Quality for Eagle
Snacks, Inc., and between November 1990 and November 1993 he was Executive
Vice President--Sales and Marketing for Eagle Snacks, Inc.
LARRY G. BERGNER (age 45) presently is the Vice President--Technology
of the Company, a position he has held since December 1995. He served as
Vice President of Engineering and Management Information Systems of the
Company from September 1995 until December 1995. He served as Vice President
of Engineering of the Company from February 1994 until September 1995. Prior
to that appointment, he served as Manager of Project Management and
Construction for AB from 1984 through February 1994.
TODD A. BROWN (age 49) presently is the Company's Vice President--
Operations (Refrigerated Dough Products), a position he has held since
September 1995. From January 1995 through September 1995, Mr. Brown was the
Company's Vice President of Quality & Technology. From April 1993 through
December 1993 he was the Company's Vice President of Quality. He was Vice
President of Quality of Metal Container Corporation (a subsidiary of AB).
BARRY M. HORNER (age 48) presently is the Company's Vice President
(Bakery Operations), a position he has held since June 1996. Mr. Horner
served as Executive Vice President of Sales and Distribution of the Company's
domestic baking operations from May 1994 until June 1996. From December 1993
until May 1994 he served as Executive Vice President of the Western Region,
and from May 1989 to December 1993 he served as Vice President and General
Manager of the Company's Earth Grains division.
MARK H. KRIEGER (age 43) presently is the Company's Vice President and
Chief Financial Officer, positions he has held since January 1994. He was
Vice President of Corporate Planning from 1986 to December 1993.
TIMOTHY J. MITCHELL (age 37) presently is the Company's Vice President--
Sales (Refrigerated Dough Products), a position he has held since March
1996. From December 1994 until March 1996 he served as Regional Vice
President of Eagle Snacks, Inc., a subsidiary of AB. From January 1994 until
December 1994 he served as President of Screaming Eagle, Inc., a
Chicago-based distributor of Eagle Snacks. He served as Director, Sales
Administration of Eagle Snacks, Inc. from September 1982 until January 1994.
JOSEPH M. NOELKER (age 48) presently is the Vice President, General
Counsel, and Corporate Secretary of the Company, positions he has held since
March 1996. Mr. Noelker served as Associate General Counsel of AB from
January 1987 until March 1996.
LARRY PEARSON (age 51) presently is the Company's Vice President--
Diversified Products, a position he has held since July 1994. He served as
Vice President--Sales of Earthgrains Baking Companies, Inc. from 1986 until
July 1996.
BRYAN A. TORCIVIA (age 37) presently is the Company's Vice President--
Planning, Purchasing, and Europate, a position he has held since December
1995. He was the Company's Vice President of Corporate Planning
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from January 1994 until December 1995. From January 1992 to December 1993, he
served as Executive Assistant to the Chief Executive Officer of the Company.
Prior to that he served in the Planning and Finance Department of Metal
Container Corporation (a subsidiary of AB) from 1989 to January 1992.
RICHARD W. WITHERSPOON (age 54) presently is the Company's Vice
President--Business Development (Refrigerated Dough Products), a position he
has held since March 1996. He served as Senior Vice President of the
Company's refrigerated dough operations from January 1994 to March 1996. He
previously served as President of Eagle Crest Foods, Inc. from November 1992
to April 1995 and as Vice President of the Company's refrigerated dough
operations from 1984 to December 1992.
EDWARD J. WIZEMAN (age 55) presently is the Company's Vice President--
Human Resources, a position he has held since March 1996. He served as Group
Vice President of Human Resources for the Company from January 1994 until
March 1996. Mr. Wizeman also served as Director of Human Resources
(Operations) of AB from May 1991 to December 1993 and as Director of Human
Resources of Metal Container Corporation (a subsidiary of AB) from 1986 to
May 1991.
OTHER SIGNIFICANT OFFICERS
VIRGIL REHKEMPER (age 38) presently is Vice President and Controller of
the Company, a position he has held since April 1997. Prior to that he
served as Controller of the Company from April 1995 until 1997 and from 1990
to May 1995 he was Manager, Financial and Operational Audit of AB.
MICHAEL SALAMONE (age 38) presently is Vice President and Treasurer of
the Company, a position he has held since September 1996. From 1991 until
1993 he served as Assistant Treasurer of Pet Incorporated and as Vice
President and Treasurer from 1993 until 1995. Prior to that, he held several
positions in Corporate Finance at AB from 1983 until 1991.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The information required by this Item is hereby incorporated by
reference to page 36 of the Company's Annual Report to Shareholders for
fiscal year 1997.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is hereby incorporated by
reference to page 39 of the Company's Annual Report to Shareholders for
fiscal year 1997.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULT OF OPERATIONS
The information required by this Item is hereby incorporated by
reference to pages 18 to 21 of the Company's Annual Report to Shareholders
for fiscal year 1997.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is hereby incorporated by
reference to pages 22 to 37 of the Company's Annual Report to Shareholders
for fiscal year 1997.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no disagreements with Price Waterhouse LLP, the
Company's independent accountants, on accounting principles or practices or
financial statement disclosures. The Company has not changed its independent
accountants during the two most recent fiscal years, nor since the end of the
most recent fiscal year.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item with respect to Directors is
hereby incorporated by reference to pages 4, 5, and 21 of the Company's Proxy
Statement for the Annual Meeting of Shareholders on July 25, 1997. The
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information required by this Item with respect to Executive Officers is
presented in this Form 10-K immediately following the response to Item 4.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is hereby incorporated by
reference from page 6 and pages 13 through 20 of the Company's Proxy
Statement for the Annual Meeting of Shareholders on July 25, 1997.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is hereby incorporated by
reference from pages 3 and 7 of the Company's Proxy Statement for the Annual
Meeting of Shareholders on July 25, 1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is hereby incorporated by
reference from pages 20 and 21 of the Company's Proxy Statement for the
Annual Meeting of Shareholders on July 25, 1997.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(A) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:
1. FINANCIAL STATEMENTS:<F*> Page
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Pro Forma Financial Information (unaudited) 17
Consolidated Balance Sheets as of March 25, 1997 and March 26, 1996 22
Consolidated Statements of Earnings for the year ended March 25, 1997;
the twelve weeks ended March 26, 1996; the year ended January 2,
1996; and the year ended January 3, 1995 23
Consolidated Statements of Cash Flows for the year ended March 25, 1997;
the twelve weeks ended March 26, 1996; the year ended January 2,
1996; and the year ended January 3, 1995 24
Consolidated Statements of Shareholders' Equity for the year ended
March 25, 1997; the twelve weeks ended March 26, 1996;
the year ended January 2, 1996; and the year ended January 3, 1995 25
Notes to Consolidated Financial Statements 26-38
Report of Independent Accountants 38
<FN>
<F*> Incorporated herein by reference from the indicated pages of the Annual Report to
Shareholders for fiscal 1997.
2. FINANCIAL STATEMENT SCHEDULES
Financial Statement Schedules are omitted because they are not
applicable or the required information is shown in the Consolidated
Financial Statements or Notes thereto.
3. EXHIBITS
3.1 -- Amended and Restated Certificate of Incorporation of The Earthgrains Company
(dated February 26, 1996).
3.2 -- By-Laws of The Earthgrains Company (amended and restated as of February 22,
1996).
4.1 -- Form of Rights Agreement dated as of February 22, 1996 between the Company and
Boatmen's Trust Company, as Rights Agent.
10.1 -- The Earthgrains Company 1996 Stock Incentive Plan (As Amended April 11, 1996
and March 21, 1997).<F*>
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10.2 -- The Earthgrains Company Amended and Restated Non-Employee Director Stock Plan
(As amended and restated effective March 21, 1997).<F*>
10.3 -- The Earthgrains Company Employee Stock Ownership/401(k) Plan (As amended and restated
June 28, 1996).
10.4 -- The Earthgrains Company Employee Stock Ownership/401(k) Plan Trust Agreement
(Dated July 1, 1996).
10.5 -- The Earthgrains Company Exceptional Performance Plan (Effective as of March 26,
1997).<F*>
10.6 -- The Earthgrains Company Excess Benefit Plan (Effective October 1, 1993)
(incorporated by reference to Exhibit 10.6 to Form 10).<F*>
10.7 -- The Earthgrains Company Supplemental Executive Retirement Plan (Effective April
1, 1996) (incorporated by reference to Exhibit 10.7 to Form 10).<F*>
10.8 -- The Earthgrains Company 401(k) Restoration Plan (Effective April 1, 1996)
(incorporated by reference to Exhibit 10.8 to Form 10).<F*>
10.9 -- The Earthgrains Company Executive Deferred Compensation Plan (Effective March
27, 1996) (incorporated by reference to Exhibit 10.9 to Form 10).<F*>
10.10 -- Form of Tax Sharing Agreement with Anheuser-Busch Companies, Inc. (dated as of
February 27, 1996).
10.11 -- Form of License Agreement with Anheuser-Busch Companies, Inc. (incorporated by
reference to Exhibit 10.1 to Form 10-Q for the period ended March 26, 1996).
10.12 -- Form of Corporate Services Agreement with Anheuser-Busch Companies, Inc.
(incorporated by reference to Exhibit 10.2 to Form 10-Q for the period ended
March 26, 1996).
10.13 -- Form of Amended and Restated Credit Agreement dated as of April 30, 1997.
10.14 -- Employment Agreement between the Company and Barry H. Beracha.<F*>
10.15 -- Form of Employment Agreement between the Company and Messrs. Opdyke, Iselin and
Horner.<F*>
10.16 -- Senior Executive Agreement between Registrant and Mr. Argente (Dated October
23, 1996).<F*>
13. -- Pages 16 through 39 of the Company's Annual Report to Shareholders, a copy of
which is furnished for the information of the Commission. Portions of the
Annual Report not incorporated herein by reference are not deemed "filed" with
the Commission.
21. -- Subsidiaries of the Company.
23. -- Consent of independent accountants.
27. -- Financial Data Schedules.
<FN>
- ---------------------
<F*> Management contract or compensatory plan or arrangement required to be
filed pursuant to Item 14(a)(3) of Form 10-K.
(B) REPORTS ON FORM 8-K
The following report on Form 8-K was filed during the fourth quarter of
fiscal year 1997:
On February 13, 1997, the Company filed with the Securities and Exchange
Commission a Form 8-K providing, under Item 2 of that Form, the financial
statements and independent accountant's report thereon required by Item 7(a)
in conjunction with the Company's acquisition of Heiner's Bakery, Inc.
9
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
THE EARTHGRAINS COMPANY
(Registrant)
By: /s/ BARRY H. BERACHA
---------------------------------
Barry H. Beracha
Chairman of the Board and
Chief Executive Officer
Date: June 23, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ BARRY H. BERACHA Chairman of the Board, June 23, 1997
- ----------------------------------- Chief Executive Officer,
(Barry H. Beracha) and Director
(Principal Executive Officer)
/s/ MARK H. KRIEGER Vice President and Chief June 23, 1997
- ----------------------------------- Financial Officer
(Mark H. Krieger) (Principal Financial Officer)
/s/ VIRGIL REHKEMPER Vice President and Controller June 23, 1997
- ----------------------------------- (Principal Accounting Officer)
(Virgil Rehkemper)
/s/ J. JOE ADORJAN Director June 23, 1997
- -----------------------------------
(J. Joe Adorjan)
/s/ PETER F. BENOIST Director June 23, 1997
- -----------------------------------
(Peter F. Benoist)
/s/ MAXINE K. CLARK Director June 23, 1997
- -----------------------------------
(Maxine K. Clark)
/s/ JAIME IGLESIAS Director June 23, 1997
- -----------------------------------
(Jaime Iglesias)
/s/ JERRY E. RITTER Director June 23, 1997
- -----------------------------------
(Jerry E. Ritter)
/s/ WILLIAM E. STEVENS Director June 23, 1997
- -----------------------------------
(William E. Stevens)
10