SEC Info - Earthgrains Co/DE - ‘SC 14D9/A’ on 7/23/01 re: Earthgrains Co/DE

SEC Info℠

Home

Help

Please Sign In

Earthgrains Co/DE – ‘SC 14D9/A’ on 7/23/01 re: Earthgrains Co/DE

On: Monday, 7/23/01, at 4:59pm ET · Accession #: 891836-1-500204 · File #: 5-46087

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/23/01  Earthgrains Co/DE                 SC 14D9/A              2:9K   Earthgrains Co/DE                 Sullivan & Cromw… LLP/FA

Amendment to Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9/A   Schedule 14D-9 Amendment #2                         HTML     10K 
 2: EX-11       Press Release                                       HTML      7K

SC 14D9/A — Schedule 14D-9 Amendment #2

This is an HTML Document rendered as filed. [ Alternative Formats ]

SC 14D9/A	1st Page of 3	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

Schedule 14D-9/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 2)

THE EARTHGRAINS COMPANY
(Name of Subject Company)

THE EARTHGRAINS COMPANY
(Name of Person(s) Filing Statement)

Common Stock, Par Value $0.01
(Title of Class of Securities)

270319-10-6
(CUSIP Number of Class of Securities)

Joseph M. Noelker
Vice President, General Counsel and Corporate Secretary
The Earthgrains Company
8400 Maryland Avenue
St. Louis, MO 63105
(314) 259-7000
(Name, address and telephone number of person authorized to receive notice
and communications on behalf of the person(s) filing statement)

Copy to:

Francis J. Aquila, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000

SC 14D9/A	2nd Page of 3	TOC	1st	Previous	Next	↓Bottom	Just 2nd

This Amendment No. 2 (the “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities Exchange Commission (the “Commission”) on July 3, 2001 (the “Schedule 14D-9”) by The Earthgrains Company, a Delaware corporation (“Earthgrains”). The Schedule 14D-9 relates to the offer by SLC Acquisition Corp., a Delaware corporation (“SLC”) and a wholly owned subsidiary of Sara Lee Corporation, a Maryland corporation (“Sara Lee”) to purchase all outstanding shares of common stock, par value $0.01 per share of Earthgrains, including the associated rights to purchase preferred stock (the “Shares”), at $40.25 per Share net to the seller in cash, upon the terms and conditions set forth in SLC’s Offer to Purchase dated July 3, 2001 (the “Offer to Purchase”) and in the related Letter of Transmittal. 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 14D-9, as applicable.

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding thereto the following paragraph:

On July 23, 2001, Sara Lee and Earthgrains issued a press release announcing that the waiting period under the HSR Act relating to the proposed acquisition of Earthgrains expired at 11:59 p.m., New York time, on July 20, 2001. A copy of the joint press release is attached hereto as Exhibit 11 hereto and is incorporated herein by reference.

Item 9. Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding thereto the following exhibit:

Exhibit 11

Joint Press Release dated July 23, 2001.

SC 14D9/A	Last Page of 3	TOC	1st	Previous	Next	↓Bottom	Just 3rd

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.

Dated: July 23, 2001

THE EARTHGRAINS COMPANY
By:	/s/ *Joseph M. Noelker*

	Name: Title:	Joseph M. Noelker Vice President, General Counsel and Corporate Secretary

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 14D9/A’ Filing	Date	First	Last	Other Filings

Filed on:	7/23/01	2	3	8-K, SC TO-T/A
	7/20/01	2		8-K
	7/3/01	2		SC 14D9, SC TO-T, SC14D9C
				List all Filings

↑Top

Filing Submission 0000891836-01-500204 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)