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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. 5)
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
CALCULATION OF FILING FEE
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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. 5 (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.
Items 1, 4, and 11.
Items 1, 4, and 11 of the Schedule TO are hereby amended and
supplemented to add the following:
The initial offering period for the Offer expired at 5:00 p.m. (EDT),
on Tuesday, August 7, 2001. As of the initial expiration of the Offer,
40,190,208 Shares (including guaranteed deliveries), representing
approximately 93% of the outstanding Shares, had been tendered. Purchaser
has accepted for payment all validly tendered shares.
On August 8, 2001, Sara Lee issued a press release announcing the
completion of the initial offering period and the commencement of a
Subsequent Offering Period, which will expire at 5:00 (EDT), on Monday,
August 13, 2001. The full text of the press release is filed as Exhibit
(a)(12) hereto and is incorporated by reference herein.
Item 7. Source and Amount of Funds or Other Consideration.
Item 7 of the Schedule TO is hereby amended and supplemented by adding
the following paragraph to the end of the section entitled "The Tender
Offer-9. Source and Amount of Funds" in the Offer to Purchase:
On August 8, 2001, Sara Lee entered into 1) the 364-day Competitive
Advance and Revolving Credit Facility Agreement dated as of August 8, 2001,
among Sara Lee Corporation, the Lenders party thereto and The Chase
Manhattan Bank, as administrative agent, and 2) the 364-day Bridge
Competitive Advance and Revolving Credit Facility Agreement dated as of
August 8, 2001, among Sara Lee Corporation, the Lenders party thereto and
The Chase Manhattan Bank, as administrative agent, on substantially the
same terms as described above. Copies of these documents are filed as
Exhibits (b)(2) and (b)(3), respectively, to the Schedule TO filed with the
SEC in connection with the Offer.
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.
(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.
(a)(12) Press Release issued by Sara Lee on August 8, 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.
(b)(2) 364-day Competitive Advance and Revolving Credit Facility
Agreement dated as of August 8, 2001, among Sara Lee
Corporation, the Lenders party thereto and The Chase
Manhattan Bank as administrative agent.
(b)(3) 364-day Bridge Competitive Advance and Revolving Credit
Facility Agreement dated as of August 8, 2001, among Sara
Lee Corporation, the Lenders party thereto and The Chase
Manhattan Bank as administrative agent.
(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 8, 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
(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.
(a)(12) Press Release issued by Sara Lee on August 8, 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.
(b)(2) 364-day Competitive Advance and Revolving Credit
Facility Agreement dated as of August 8, 2001,
among Sara Lee Corporation, the Lenders party
thereto and The Chase Manhattan Bank as
administrative agent.
(b)(3) 364-day Bridge Competitive Advance and Revolving
Credit Facility Agreement dated as of August 8,
2001, among Sara Lee Corporation, the Lenders
party thereto and The Chase Manhattan Bank as
administrative agent.
(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.