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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 4)
THE EARTHGRAINS COMPANY
(Name of Subject Company (Issuer))
SLC ACQUISITION CORP.
a wholly owned subsidiary of
SARA LEE CORPORATION
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
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270319-10-6
(CUSIP Number of Class of Securities)
Roderick A. Palmore, Esq.
Senior Vice President, General Counsel and Secretary
Sara Lee Corporation
Three First National Plaza
Chicago, Illinois 60602-4260
(312) 726-2600
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
With a copy to:
Charles W. Mulaney, Jr., Esq.
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive
Chicago, Illinois 60606
Telephone: (312) 407-0700
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$1,836,427,954 $367,286
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* Estimated for purposes of calculating the filing fee only. The filing
fee calculation assumes the purchase of 42,648,084 outstanding shares
of common stock (together with the associated rights to purchase
preferred stock) of The Earthgrains Company at a purchase price of
$40.25 per share. The transaction value also includes the offer price
of $40.25 per share, less $15.92 which is the average exercise price
of outstanding options, multiplied by 4,925,712, the estimated number
of options outstanding under The Earthgrains Company's employee stock
option plans. The amount of the filing fee calculated in accordance
with Rule 0-11 of the Securities Exchange Act of 1934, as amended,
equals 1/50 of 1% of the transaction value.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number or the Form or Schedule and the date of its filing.
Amount Previously Paid: $367,286 Filing party: Sara Lee Corporation and
SLC Acquisition Corp.
Form or Registration No.: Schedule TO Date Filed: July 3, 2001
[_] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer. Check the
appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [_]
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This Amendment No. 4 (the "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO filed with the Securities and Exchange
Commission (the "Commission") on July 3, 2001 as amended (the "Schedule
TO"), by SLC Acquisition Corp., a Delaware corporation (the "Purchaser")
and a wholly owned subsidiary of Sara Lee Corporation, a Maryland
corporation ("Sara Lee"). The Schedule TO relates to the offer by the
Purchaser to purchase all outstanding shares of common stock, par value
$0.01 per share (the "Common Stock"), of The Earthgrains Company, a
Delaware corporation (the "Company"),and the associated rights to purchase
preferred stock (the "Rights" and, together with the Common Stock, the
"Shares") at $40.25 per Share net to the seller in cash, upon the terms and
conditions set forth in its Offer to Purchase dated July 3, 2001 (the
"Offer to Purchase") and in the related Letter of Transmittal (which,
together with the Offer to Purchase and any amendments or supplements
thereto, collectively constitute the "Offer"). Capitalized terms used and
not otherwise defined herein shall have the meanings assigned to such terms
in the Offer to Purchase or in the Schedule TO.
Item 11. Additional Information
Item 11 is hereby amended and supplemented to include the following:
On August 6, 2001, Sara Lee issued a press release announcing that the
European Commission approved Sara Lee's acquisition of the Company. A copy
of the press release is attached hereto as Exhibit (a)(11) and is
incorporated herein by reference.
Item 12. Exhibits.
(a)(1)* Offer to Purchase dated July 3, 2001
(a)(2)* Letter of Transmittal.
(a)(3)* Notice of Guaranteed Delivery.
(a)(4)* Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5)* Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6)* Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(7)* Press Release issued by Sara Lee on July 2, 2001,
incorporated herein by reference to the Schedule TO filed
by Sara Lee on July 2, 2001.
(a)(8)* Summary Advertisement as published in The Wall Street
Journal on July 3, 2001.
(a)(9)* Joint Press Release issued by Sara Lee and Earthgrains on
July 23, 2001.
(a)(10)* Press Release issued by Sara Lee on July 31, 2001.
(a)(11) Press Release issued by Sara Lee on August 6, 2001.
(b)(1)* Financing Commitment Letter dated June 29, 2001, to Sara
Lee Corporation from J.P. Morgan Securities Inc. and The
Chase Manhattan Bank.
(d)(1)* Agreement and Plan of Merger, dated as of June 29, 2001,
by and among Sara Lee, SLC Acquisition Corp. and
Earthgrains.
(d)(2)* Confidentiality Agreement dated May 29, 2001, between
Sara Lee and Earthgrains.
(g) Not applicable
(h) Not applicable
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* Previously filed.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
SLC Acquisition Corp.
By: /s/ R. Henry Kleeman
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Name: R. Henry Kleeman
Title: Vice President and Treasurer
Sara Lee Corporation
By: /s/ R. Henry Kleeman
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Name: R. Henry Kleeman
Title: Vice President, Deputy
General Counsel and
Assistant Secretary
Dated: August 6, 2001
EXHIBIT INDEX
Exhibit No. Exhibit Name
(a)(1)* Offer to Purchase dated July 3, 2001
(a)(2)* Letter of Transmittal.
(a)(3)* Notice of Guaranteed Delivery.
(a)(4)* Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(5)* Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other
Nominees.
(a)(6)* Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(7)* Press Release issued by Sara Lee on July 2,
2001, incorporated herein by reference to the
Schedule TO filed by Sara Lee on July 2, 2001.
(a)(8)* Summary Advertisement as published in The Wall
Street Journal on July 3, 2001.
(a)(9)* Joint Press Release issued by Sara Lee and
Earthgrains on July 23, 2001.
(a)(10)* Press Release issued by Sara Lee on July 31,
2001.
(a)(11) Press Release issued by Sara Lee on August 6,
2001.
(b)(1)* Financing Commitment Letter dated June 29, 2001,
to Sara Lee Corporation from J.P. Morgan
Securities Inc. and The Chase Manhattan Bank.
(d)(1)* Agreement and Plan of Merger, dated as of June
29, 2001, by and among Sara Lee, SLC Acquisition
Corp. and Earthgrains.
(d)(2)* Confidentiality Agreement dated May 29, 2001,
between Sara Lee and Earthgrains.
(g) Not applicable
(h) Not applicable
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* Previously filed.