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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 30, 1999
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 (IRS EMPLOYER
INCORPORATION 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. [ ]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant.
$962,351,369 AS OF MAY 25, 1999
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: 42,680,017 SHARES AS OF MAY 25, 1999
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Annual Report to Shareholders for the
Fiscal Year Ended March 30, 1999 PART I, PART II, and PART IV
Portions of Definitive Proxy Statement for the Annual
Meeting of Shareholders on July 16, 1999 PART II and 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, the ability of the Company to continue to participate in
industry consolidation and to successfully integrate acquired
businesses, legal proceedings to which the Company may become a party,
competitive pricing, economic conditions in the Company's countries of
operations, the impact of the year 2000 date on the Company's
information systems, or of those of its customers or suppliers, the
impact of the European currency conversion, and other risks indicated in
filings by the Company with the Securities and Exchange Commission.
PART I
ITEM 1. BUSINESS.
Earthgrains Overview
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The Earthgrains Company (the "Company") is an international
manufacturer, distributor and consumer marketer of packaged fresh bread
and baked goods and refrigerated dough products.
The Company began operations in 1925 with one bakery. In 1982,
Anheuser-Busch Companies, Inc. ("AB") acquired the Company (then a
publicly-traded company known as Campbell-Taggart, Inc.). The Company
again became an independent, publicly-traded company on March 26, 1996
when Anheuser-Busch distributed 100% of the shares of the Company to its
shareholders in a spin-off. 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."
The Company's operations are divided into two principal
businesses: Bakery Products and Refrigerated Dough Products. The
Company's Bakery Products business manufactures and distributes fresh-
baked goods such as baked breads, buns, rolls, bagels, cookies, snack
cakes and other sweet goods in the United States and fresh-baked sliced
bread, buns, rolls, bagels, snack cakes and other sweet goods in Spain
and Portugal. The Company's Refrigerated Dough Products business
manufactures many different refrigerated dough products in the United
States including biscuits, dinner rolls, sweet rolls, danishes, cookie
dough, crescent rolls, breadsticks, cinnamon rolls, pizza crust and pie
crusts, as well as shelf-stable toaster pastries. The Company's
Refrigerated Dough Products business also manufactures and sells
refrigerated dough products in Europe, primarily in France and Germany,
and makes packaged rolled dough, which is used to prepare foods such as
quiches, tarts and pies.
BAKERY PRODUCTS
Overview
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The Company operates fresh packaged-bread and bakery-products
businesses in the United States and Europe. The Company offers a wide
range of products in the popular, premium and superpremium segments of
the market. It sells primarily to retail grocers and other food
outlets, and also serves leading food service and fast food customers
with products. The products are delivered to customers' outlets
primarily by way of a Company owned direct store delivery route system.
In accordance with the fresh-baked goods industry practice, the Company
accepts fresh-baked goods that have not been sold by retailers by a
prescribed freshness date, and operates retail thrift stores that sell
certain returned products.
U.S. Bakery Products
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The Company's U.S. Bakery Products division operates 39 direct
store-delivery bakeries and 4 Diversified Products bakeries that supply
the entire system with specialized products. U.S. Bakery Products
division markets its white and wheat breads, buns, rolls and other
bakery products under leading brand names in 7 regions across 28 states,
1
primarily in the southern half of the United States, and across the
country to food-service and fast-food customers such as Burger King(R),
Pizza Hut(R), Waffle House(R) and Jack in the Box(R). The markets
serving these 7 regions include 39 bakeries and 21 sales zones. The
Company's 4 Diversified Products bakeries make products including hearth
breads, shelf-stable bagels, croissants, breadsticks, frozen dough
products and snack cakes, which are distributed to all 7 regions and
nationally to food service customers.
The fresh-baked goods are sold primarily on a wholesale basis
through a variety of distribution systems, including approximately 3500
Company-owned direct store delivery routes, to grocers, restaurants, and
institutions in areas generally within a 300 mile radius of the
producing bakery. The Company operates approximately 275 retail thrift
stores that sell certain returned products.
U.S. Bakery Products is an industry leader in the use of information
technology for category management and scan based trading. The division
is also active in industry consolidation, making six acquisitions and
entering into three major retailer supply agreements in the last three years.
European Bakery Products
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The Company's European Bakery Products division markets more than
240 branded products through almost 1,100 direct store delivery routes
in Spain, the Canary Islands and Portugal. The European Bakery Products
subsidiary, Bimbo, S.A., operates 10 bakeries in Spain and one in
northern Portugal. The division is the leading producer of fresh-baked
sliced bread, buns and rolls in Spain and the second largest producer of
sliced bread in Portugal. European Bakery Products also produces and
markets snack cakes and other sweet goods. In March 1999, the Company
acquired Reposteria Martinez Group, the branded market leader in the
retail sweet-good segments of cake and morning goods. Bimbo, S.A. also
operates a separate store-brand bread and bun business, Pimad, S.A., a
subsidiary that uses a separate manufacturing and distribution system.
REFRIGERATED DOUGH PRODUCTS
Overview
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The Company operates refrigerated dough businesses in the United
States and Europe, and offers a wide variety of dough products that are
convenienced packaged for in-home preparation and bake-off by the
ultimate consumer. These products are sold primarily to retail grocers
by both Company salespeople and food brokers, and are delivered to
retailers' central warehouses. The Company also co-packs product for
other branded food manufacturers.
U.S. Refrigerated Dough Products
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The Company's U.S. Refrigerated Dough Products division is one of
only two manufacturers of canned refrigerated dough in the United
States. The Company is the only manufacturer of store-brand (private
label) canned refrigerated dough and one of the largest store-brand
toaster pastry producers in the United States. The Company's
Refrigerated Dough Products include biscuits, specialty biscuits, dinner
rolls, crescent rolls, cinnamon rolls, cookie dough, breadsticks, pizza
crust and pie crusts. U.S. Refrigerated Dough Products markets its
products nationwide under more than 100 store brands. The division also
sells products under the Company's brand name, Merico, and under a
licensed brand name. The products are sold in grocery retailers'
refrigerated sections.
European Refrigerated Dough Products
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The Company's European Refrigerated Dough Products subsidiary,
EuroDough, S.A.R.L., is based in France, operates 3 plants, and produces
branded products under the Croustipate and HappyRoll brand names, as
well as store-brand products. The Company also has a contract-packaging
arrangement to manufacture products for The Pillsbury Company. The
product lines include canned, rolled, block and frozen dough in France
and much of western Europe. The Company is the only manufacturer of
canned refrigerated dough in Europe. European Refrigerated Dough
Products has recently expanded distribution of its products to Spain and
Portugal. Last year's acquisition of Chevalier Servant, S.A. increased
the Company's production capacity and added new production capabilities
including packaged yeast-leavened pizza dough.
2
Competition
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GENERALLY
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.
The fresh-baked, refrigerated, and frozen dough product lines also
compete with other alternative foods.
BAKERY PRODUCTS
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. Certain market areas of the fresh baked-goods business
continue to exhibit lower margins due to regional differences in price
levels, product mix, and input costs.
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 identities 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., Bestfoods, and Specialty Foods Corporation.
The Company's leading competitor in Spain manufactures products
under the brand name PANRICO, but the Company experiences competition
from small regional bakeries in Spain as well.
REFRIGERATED DOUGH PRODUCTS
In the refrigerated dough product business in the U.S., the
Company competes primarily with The Pillsbury Company, 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 toaster pastry business include the Kellogg Company and Nabisco,
Inc.
In Europe, the Company is the only manufacturer of canned
refrigerated dough in Europe. However, the Company competes with Nestle
Inc., Danone and some small regional manufacturers of rolled, block and
frozen dough products.
Raw Materials
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The products manufactured by both of the Company's business
segments 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 22-25%
of the Company's cost of products sold for the 1999 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 may 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.
3
Brand Names and Trademarks
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GENERALLY
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.
BAKERY PRODUCTS
The Company sells bakery products in the popular, premium and
superpremium segments. The U.S. Bakery Products division's brand names
in the popular segment for breads, buns and rolls are Colonial, Rainbo,
Heiner's, Kern's, Sunbeam(R), Waldensian Heritage and Bost's. IronKids
is a brand of special-recipe white bread for chidren. In the premium
segment, products include premium wheat and variety breads under the
Grant's Farm(R), Smith's, and Country Recipe brand names. Superpremium
specialty breads, bagels and other bakery products are sold under the
brand names Earth Grains, San Luis Sourdough and Cooper's Mill. Break
Cake is the brand name for snack cakes and other sweet goods. The
division sells products in the United States under the licensed brands
Sunbeam(R), Roman Meal(R), Country Hearth(R) and Sun Maid(R). The
Company owns several federally registered trademarks, including Rainbo,
IronKids, and Earth Grains. In addition, pursuant to a license
agreement with Anheuser Busch Companies Inc., the Company has the right
to use the federally registered trademark Grant's Farm.
The European Bakery Products division's popular segment products
include white breads, buns and rolls under the Bimbo brand name. Silueta
is the brand name for premium wheat and variety breads. Superpremium
specialty breads and bagels are sold under the Semilla de Oro and Mr.
Bagel brand names respectively, and snack cakes and sweet goods are
manufactured and sold under brand names including Martinez, Madame
Brioche and Bimbo Cao.
REFRIGERATED DOUGH PRODUCTS
In addition to manufacturing and selling refrigerated dough
products under many different store brands, the U.S. Refrigerated Dough
Products division sells its products under the Company's Merico brand
name and the licensed Sun Maid(R) brand name. The European Refrigerated
Dough Products division sells canned and rolled dough under various
store brands as well as under the CroustiPate and HappyRoll brand names.
Seasonality
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The Company does experience minimal seasonal fluctuation in
demand. Typically, sales of bakery products are seasonally stronger in
the first and second quarters of the Company's fiscal year and sales of
refrigerated dough products are seasonally stronger in the third quarter
of the Company's fiscal year.
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
- ------------------------
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
- ---------------------
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.
4
Employees
- ---------
As of March 30, 1999, the Company employed approximately 19,400
persons, of which approximately 15,500 were based in the U.S.
Approximately 60% of the Company's domestic employees are subject to
approximately 200 union contracts. The Company believes its labor
relations to be satisfactory.
Business Segment and Geographic Information
- -------------------------------------------
The percentage of net sales attributable to the Company's business
segments for fiscal year 1999 was 84.8% for Bakery Products and 15.2%
for Refrigerated Dough Products. In addition to the information provided
in Items 1 and 2 in this Form 10-K, further information regarding the
Company's business segments and geographic information is contained in
Notes 14 and 15 on pages 37 and 38 of the Company's Annual Report to
Shareholders for fiscal year 1999, and is hereby incorporated by
reference.
Year 2000
- ---------
Information regarding the Year 2000's possible effects on the
Company is hereby incorporated by reference to pages 22 and 23 of the
Company's Annual Report to Shareholders for fiscal year 1999.
ITEM 2. PROPERTIES.
Domestically, the Company operates 45 manufacturing facilities in
17 states. The Company's European subsidiaries own and operate 10
bakeries in Spain, 1 bakery in Portugal and 3 refrigerated dough
manufacturing plants in France. The Company's domestic bakeries operate
at approximately 80% of capacity. The Company owns all of its
manufacturing facilities, except for the facility in Ft. Payne, Alabama
and both manufacturing facilities in San Luis Obispo, California, 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 leases for the San Luis Obispo facilities
expire in 2000 (with an option to renew the lease for 5 more years) and
2008 and both leases give the Company an option to purchase the
property. The Company also operates approximately 275 retail thrift
stores and maintains approximately 475 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. The Company leases space in St. Louis, Missouri for its
Financial Shared Services Center under a lease that will expire in 2004
(with an option to renew for 5 more years). The Company leases its
Spanish corporate headquarters in Barcelona, Spain. The Company
maintains approximately 7,000 motor vehicles used principally in the
sales and distribution of its products.
The Company's Worldwide Bakery Products facilities and the
products produced at each are as follows:
U.S. BAKERY PRODUCTS
PLANTS PRODUCTS
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Albuquerque, New Mexico Bread & Buns
Atlanta, Georgia Bread & Buns
Birmingham, Alabama Bread & Buns
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
Grand Junction, Colorado Bread & Buns
Harlingen, Texas Bread & Buns
Houston, Texas Bread & Buns
Huntington, West Virginia Bread & Buns
5
Huntsville, Alabama Bread & Buns
Hutchinson, Kansas Buns
Johnson City, Tennessee Bread & Buns
Knoxville, Tennessee Buns
London, Kentucky Bread & Buns
Louisville, Kentucky Bread & Buns
Lubbock, Texas Bread & Buns
Memphis, Tennessee Bread & Buns
Meridian, Mississippi Bread & Buns
Mobile, Alabama Bread & Buns
Nashville, Tennessee Bread & Buns
Oakland, California Bread, Buns & English Muffins
Oklahoma City, Oklahoma Bread & Buns
Orangeburg, South Carolina Bread & Buns
Owensboro, Kentucky Bread & Buns
Phoenix, Arizona Bread & Buns
Sacramento, California Bread & Buns
San Antonio, Texas Bread & Buns
San Luis Obispo, California (2) Bread & Buns
Springfield, Missouri Bread & Buns
Stockton, California Bread, Buns & Sweet Goods
Tucson, Arizona Bread & Buns
Valdese, North Carolina Bread, Buns & Sweet Goods
Wichita, Kansas Bread & Buns
DIVERSIFIED PRODUCTS
PLANTS PRODUCTS
- ------ --------
Albuquerque, New Mexico Bagels
Ft. Payne, Alabama Bread, Buns, Sweet Goods & Bagels
Paris, Texas Bread, Buns, Sweet Goods & Frozen Dough
Rome, Georgia Cookies
EUROPEAN BAKERY PRODUCTS
PLANTS PRODUCTS
- ------ --------
Albergaria-a-Velha, Portugal Bread
Almansa, Spain Bread & Buns
Antequera, Spain Bread & Buns
Azuqueca, Spain Bread
Briviesca, Spain Sweet Goods
Canary Islands, Spain Bread & Buns
El Espinar, Spain Sweet Goods
Granollers, Spain Bread, Buns & Sweet Goods
Madrid (Las Mercedes), Spain Bread, Buns & Sweet Goods
Palma, Spain Bread & Buns
Solares, Spain Bread & Buns
6
The Company's Worldwide Refrigerated Dough Products facilities and
the products produced at each are as follows:
U.S. REFRIGERATED DOUGH PRODUCTS
PLANTS PRODUCTS
- ------ --------
Carrollton, Texas Refrigerated Dough
Forest Park, Georgia Refrigerated Dough & Toaster Pastries
EUROPEAN REFRIGERATED DOUGH PRODUCTS
PLANTS PRODUCTS
- ------ --------
Lievin, France Refrigerated & Frozen Dough
Valence, France Refrigerated Dough
Vittel, France Refrigerated Dough
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, financial
position, or cash flows from operations.
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 fourth
quarter of the 1999 fiscal year.
7
EXECUTIVE OFFICERS OF THE REGISTRANT
BARRY H. BERACHA (age 57) presently is Chief Executive Officer and
Chairman of the Board of Directors of the Company, positions he has held
since September 1993. From 1976 through March 1996, he was a Vice
President and Group Executive of Anheuser-Busch Companies, Inc. ("AB"),
and during that time served in various positions for various AB
subsidiaries. In addition, he currently serves as a member of the board
of directors of the Pepsi Bottling Group, a position he has held since
April 1999.
JOHN W. ISELIN, JR. (age 46) presently is the Company's President,
Worldwide Bakery Products, a position he has held since March 1999. He
served as Executive Vice President (U.S. Bakery Products) of the
Company, from May 1994 through February 1999. 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 39) presently is the Company's Executive Vice
President--European Bakery Operations, a position he has held since
March 1999. He served as Executive Vice President (Bimbo) from December
1995 through February 1999. 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 55) presently is the Company's President,
Worldwide Refrigerated Dough Products, Technology and Purchasing, a
position he has held since March 1999. He served as Executive Vice
President (Refrigerated Dough Products), from June 1995 through February
1999. He previously served as Executive Vice President--Operations
(U.S. Bakery Products) 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 47) presently is the Vice President--Technology
and Purchasing of the Company. He has held the Vice-President--Technology
position since December 1995 and has held the Purchasing position since
December 1997. 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 51) presently is the Company's Vice President--
Operations & Administration (U.S. 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 50) presently is the Company's President,
U.S. Bakery Products, a position he has held since March 1999. He served
as Vice President (Bakery Operations) from June 1996 through February
1999. 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 (U.S. Bakery Products), and from May 1989
to December 1993 he served as Vice President and General Manager of the
Company's Earth Grains (Diversified Products - U.S. Bakery Products)
division.
MARK H. KRIEGER (age 45) 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 39) presently is the Company's Vice
President--Sales and Customer Service (U.S. 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 50) 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.
8
LARRY PEARSON (age 53) presently is the Company's Vice President--
Diversified Products (U.S. Bakery Products), a position he has held
since July 1994. He served as Vice President--Marketing of Earthgrains
Baking Companies, Inc. from 1986 until 1994.
BRYAN A. TORCIVIA (age 39) presently is the Company's Vice
President--Corporate Planning and Development, a position he has held
since January 1994. 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.
MARTHA S. UHLHORN (age 44) presently is the Company's Vice
President--Electronic Commerce and Category Management (U.S. Bakery
Products), a position she has held since March 1999. She was Vice
President--ECR and Sales Technology (U.S. Bakery Products) from 1999
through February 1999. Prior to that, Ms. Uhlhorn spent 16 years in the
packaging industry with Metal Container Corporation and Continental Can
Companies.
EDWARD J. WIZEMAN (age 57) presently is the Company's Vice
President--Human Resources, a position he has held since January 1994.
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 40) presently is Vice President and
Controller of the Company, positions 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 March 1995 he was Manager, Financial and
Operational Audit of AB.
MICHAEL SALAMONE (age 40) presently is Vice President and
Treasurer of the Company, positions 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 a portion of page 43 of the Company's Annual Report to
Shareholders for fiscal year 1999 and page 6 of the Company's Proxy
Statement for the Annual Meeting of Shareholders on July 16, 1999. The
issuance of shares to non-employee directors discussed on page 6 in the
Company's Proxy Statement was exempt from registration and constituted a
private placement under the Securities Act of 1933. As of May 28, 1999,
the Company had approximately 17,600 shareholders of record.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is hereby incorporated by
reference to page 40 of the Company's Annual Report to Shareholders for
fiscal year 1999.
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 18-23 of the Company's Annual Report to Shareholders
for fiscal year 1999.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is hereby incorporated by
reference to pages 24-39 of the Company's Annual Report to Shareholders
for fiscal year 1999.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There have been no disagreements with PricewaterhouseCoopers 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.
9
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 3-5 and 20 of the Company's
Proxy Statement for the Annual Meeting of Shareholders on July 16, 1999.
The 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 to page 5 and pages 12 through 18 of the Company's Proxy
Statement for the Annual Meeting of Shareholders on July 16, 1999.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this Item is hereby incorporated by
reference to pages 2 and 7 of the Company's Proxy Statement for the
Annual Meeting of Shareholders on July 16, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no reportable relationships or related transactions
under Item 13.
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
----
Consolidated Balance Sheets as of March 30, 1999 and March 31, 1998 24<F*>
Consolidated Statements of Earnings for the year ended March 30,
1999; the year ended March 31, 1998; and the year ended March 25,
1997 25<F*>
Consolidated Statements of Cash Flows for the year ended March 30,
1999; the year ended March 31, 1998; and the year ended March 25,
1997 26<F*>
Consolidated Statements of Shareholders' Equity for the year ended
March 30, 1999; the year ended March 31, 1998; and the year ended
March 25, 1997 27<F*>
Notes to Consolidated Financial Statements 28-39<F*>
Report of Independent Accountants 41<F*>
<FN>
<F*> Incorporated herein by reference to the indicated pages of the
Annual Report to Shareholders for fiscal 1999.
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) (incorporated by reference to Exhibit 3.1 to
Form 10-K for the fiscal year ended March 25,
1997).
3.2 -- Certificate of Amendment of the Amended and
Restated Certificate of Incorporation of The
Earthgrains Company (filed November 17, 1998).
3.3 -- By-Laws of The Earthgrains Company (amended and
restated as of February 22, 1996) (incorporated by
reference to Exhibit 3.2 to Form 10-K for the
fiscal year ended March 25, 1997).
4.1 -- Form of Rights Agreement dated as of February 22,
1996 between the Company and Boatmen's
10
Trust Company, as Rights Agent (incorporated by
reference to Exhibit 4.1 to Form 10-K for the fiscal
year ended March 25, 1997).
10.1 -- The Earthgrains Company 1996 Stock Incentive Plan
(As Amended April 11, 1996, March 21, 1997, May
30, 1997 and April 29, 1999; Restated to reflect
two 2-for-1 Stock Splits on July 28, 1997and July
20, 1998).<F*>
10.2 -- The Earthgrains Company Non-Employee Directors
Deferred Fee Plan effective October 6, 1998.<F*>
10.3 -- Amendment No. 1 to The Earthgrains Company Employee
Stock Ownership Plan dated June 30, 1996 (amendment
no. 1 also restated the Plan) (incorporated by
reference to Exhibit 10.3 to Form 10-K for the
fiscal year ended March 25, 1997).
10.4 -- Amendment No. 2 to The Earthgrains Company Employee
Stock Ownership/401(k) Plan dated July 1, 1996
(incorporated by reference to Exhibit 10.4 to Form
10-K for the fiscal year ended March 31, 1998).
10.5 -- The Earthgrains Company Employee Stock Ownership/
401(k) Plan Trust Agreement (Dated July 1, 1996)
(incorporated by reference to Exhibit 10.4 to Form
10-K for the fiscal year ended March 25, 1997).
10.6 -- The Earthgrains Company Exceptional Performance
Plan (Effective as of March 26, 1997) (incorporated
by reference to Exhibit 10.5 to Form 10-K for the
fiscal year ended March 25, 1997).<F*>
10.7 -- The Earthgrains Company Excess Benefit Plan
(Effective October 1, 1993) (incorporated by
reference to Exhibit 10.6 to Form 10 filed February
28, 1996).<F*>
10.8 -- The Earthgrains Company Supplemental Executive
Retirement Plan (Effective April 1, 1996)
(incorporated by reference to Exhibit 10.7 to Form
10 filed February 28, 1996).<F*>
10.9 -- The Earthgrains Company 401(k) Restoration Plan
(Effective April 1, 1996) (incorporated by reference
to Exhibit 10.8 to Form 10 filed February 28,
1996).<F*>
10.10 -- The Earthgrains Company Executive Deferred
Compensation Plan (Effective March 27, 1996)
(incorporated by reference to Exhibit 10.9 to Form
10 filed February 28, 1996).<F*>
10.11 -- 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 Second Amended and Restated Credit
Agreement (Effective as of October 3, 1997) among
the Registrant, the Bank of America National Trust
and Savings Association, as Administrative Agent
and Letter of Credit Issuing Lender, and the other
financial institutions party thereto (incorporated
by reference to Exhibit 10.12 to Form 10-K for the
fiscal year ended March 31, 1998).
10.13 -- Form of First Amendment to the Second Amended and
Restated Credit Agreement (dated as of February 2,
1999) among the Registrant, various financial
institutions, and Bank of America National Trust
and Savings Association, as Administrative Agent.
10.14 -- Employment Agreement between the Company and Barry
H. Beracha (incorporated by reference to Exhibit
10.14 to Form 10-K for the fiscal year ended March
25, 1997). <F*>
10.15 -- Senior Executive Agreement between the Company and
Mr. Argente (Dated October 23, 1996)(incorporated
by reference to Exhibit 10.16 to Form 10-K for the
fiscal year ended March 25, 1997). <F*>
13. -- Pages 17 through 41 and a portion of page 43 of the
Company's Annual Report to Shareholders for fiscal
year 1999, 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.
11
21. -- Subsidiaries of the Company.
23.1 -- Consent of independent accountants.
23.2 -- 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
There were no reports filed on Form 8-K during the fourth quarter of
fiscal year 1999.
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: BARRY H. BERACHA
------------------------------------
Barry H. Beracha
Chairman of the Board and
Chief Executive Officer
Date: June 25, 1999
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
--------- ----- ----
BARRY H. BERACHA Chairman of the Board, June 25, 1999
- ------------------------ Chief Executive
(Barry H. Beracha) Officer, and Director
(Principal Executive
Officer)
MARK H. KRIEGER Vice President and Chief June 25, 1999
- ------------------------ Financial Officer
(Mark H. Krieger) (Principal Financial
Officer)
VIRGIL REHKEMPER Vice President and June 25, 1999
- ------------------------ Controller (Principal
(Virgil Rehkemper) Accounting Officer)
12
J. JOE ADORJAN Director June 25, 1999
- ------------------------
(J. Joe Adorjan)
PETER F. BENOIST Director June 25, 1999
- ------------------------
(Peter F. Benoist)
MAXINE K. CLARK Director June 25, 1999
- ------------------------
(Maxine K. Clark)
JAIME IGLESIAS Director June 25, 1999
- ------------------------
(Jaime Iglesias)
JERRY E. RITTER Director June 25, 1999
- ------------------------
(Jerry E. Ritter)
WILLIAM E. STEVENS Director June 25, 1999
- ------------------------
(William E. Stevens)
13