Earthgrains Co/DE – ‘SC 14D9’ on 7/3/01 re: Earthgrains Co/DE – EX-9

On:  Tuesday, 7/3/01, at 11:22am ET   ·   Accession #:  950131-1-502134   ·   File #:  5-46087

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9     Tender-Offer Solicitation/Recommendation Statement    42    195K 
 2: EX-2        Letter to Stockholders                                 2±     8K 
 3: EX-3        Press Release                                          5     20K 
 4: EX-9        Confidentiality Agreement                              4     15K 
 5: EX-10       First Amendment to Rights Agreement                    4     13K 

EX-9   —   Confidentiality Agreement

EX-9
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                                                                       Exhibit 9

[LETTERHEAD OF SARA LEE CORPORATION]  

Personal and Confidential 
------------------------- 

                                  May 29, 2001

The Earthgrains Company                                                         
8400 Maryland Drive                                                             
St. Louis, Missouri 63105                                                       
Attn: Joseph M. Noelker                                                         
Vice President, General Counsel and                                 
Corporate Secretary                                                 

Confidentiality Agreement 
------------------------- 

Dear Mr. Noelker:                                                               

   This agreement is in regard to discussions concerning possible negotiated
business arrangements in our mutual interest. In connection therewith we may    
receive certain written or oral information concerning The Earthgrains Company  
(the "Company") and its subsidiaries from officers, directors, employees, agents
or advisors of the Company. All such information furnished to us, our officers, 
directors, employees, agents or representatives (collectively,                  
"Representatives") and all analyses, compilations, computer disks, forecasts,   
studies or other documents prepared by us or our Representatives based on any   
such information are hereinafter referred to as "Information." We recognize and 
acknowledge the competitive value of the Information and the damage that could  
result to the Company if any Information were used or disclosed other than as   
authorized in this agreement. In addition, we recognize and acknowledge that the
Information will remain the property of the Company and that disclosure will not
confer on us or our Representatives any rights with respect to the Information. 
In consideration of your entering into such discussions, we agree that:         

   The Information will be used solely for the purpose of exploring possible
negotiated business arrangements between us and not for any other business or   
competitive purpose. The Information will be kept confidential by us and,       
without your prior written consent, neither we nor our Representatives will     
disclose to any person the fact that the Information has been made available to 
us or that discussions                                                          

EX-9
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                                                              [LOGO OF SARA LEE]

between the parties concerning possible business arrangements are taking place  
(in each case, except as required by law and then only after compliance with    
the next paragraph hereof).                                                     

    If we or any of our Representatives are required by law to disclose any of
the Information, or if we or any of our Representatives are required to         
disclose the fact that the Information has been made available or that          
discussions between the parties are taking place, we will notify you promptly so
that you may seek a protective order or other appropriate remedy. If no such    
protective order or other remedy is obtained, or if you waive compliance with   
the applicable terms of this agreement, we will furnish only that portion of the
Information which we are advised by counsel is legally required to be disclosed 
and will exercise all reasonable efforts to obtain reliable assurances that     
confidential treatment will be accorded the Information.                        

   If we do not proceed with any business arrangement, or upon your request,
(i) all Information furnished by you will be promptly returned to you and (ii)  
all other Information and all other documents or data containing or reflecting  
such Information will be destroyed with such destruction certified by an officer
in writing, in either case, without retaining a copy thereof (whatever the form 
or storage medium); provided, that all Information will remain subject to the   
terms of this agreement. We acknowledge that our obligation to keep confidential
the Information disclosed to us by the Company under the terms of this agreement
shall survive the expiration of the agreement. This obligation does not apply to
such portions of the Information which (i) are or become generally available to 
the public (other than as a result of a disclosure by us or our                 
Representatives), (ii) are or become available to us on a nonconfidential basis 
from a source other than you or one of your Representatives (provided that such 
source is not, to our knowledge, bound by a confidentiality agreement with, or  
other obligation of confidentiality to, the Company in respect to such          
Information) or (iii) have been independently acquired or developed without     
violating any of the obligations under this letter agreement.                   

 We agree that, for a period of two years after the date hereof, without
your prior written consent, we will not, and will cause each of our affiliates  
(as such term is defined under the Securities Exchange Act of 1934) not to,     
singly or as part of a group, directly or indirectly; (i) acquire any equity    
securities of the Company or any rights to acquire any such equity securities;  
(ii) participate in any solicitation of                                         

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EX-9
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                                                              [LOGO OF SARA LEE]

proxies or become a participant in any election contest with respect to the     
Company; (iii) form, join or in any way participate in a "group" (within the    
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect
to any voting securities of the Company; (iv) otherwise act, alone or in concert
with others, to seek or offer to control or influence, in any manner, the       
management, Board of Directors or policies of the Company, or (v) make any      
public disclosure, or take any action which would require the Company to make   
any disclosure, with respect to any of the matters set forth in this agreement. 
We also agree that, for a period of two years after the date hereof, unless     
specifically invited by you, we will not and will cause each of our affiliates  
not to make any public announcement with respect to (i) any form of business    
combination transaction involving the Company, (ii) any form of restructuring,  
recapitalization or similar transaction with respect to the Company, (iii) any  
request to amend, waive or terminate the provisions of this letter agreement or 
(iv) any proposal or other statement inconsistent with the terms of this letter 
agreement.                                                                      

   For a period of two years from the date hereof, we will not, without your
prior written consent, hire for employment, or seek to hire for employment, any 
of your officers or any other person now employed by you or any of your         
subsidiaries with whom we have direct contact as a result of these discussions. 

  We acknowledge that, in the event of any breach of this agreement by us,
you may be irreparably and immediately harmed and may not be made whole by      
monetary damages. It is accordingly agreed that, in addition to any other remedy
to which you may be entitled, you shall be entitled to an injunction to prevent 
breaches of, and to compel specific performance of, this agreement.             

Any proceeding relating to this agreement shall be brought only in a  
federal or state court of Delaware. Each of the parties hereto hereby consents  
to personal jurisdiction in any such action and to service of process by mail,  
and waives any objection to venue in any such court. This agreement shall be    
governed by the internal laws of the State of Delaware.                         

This agreement contains the entire agreement between us concerning the
subject matter hereof and shall be binding on our respective successors and     
assigns.                                                                        

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EX-9
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                                                              [LOGO OF SARA LEE]

No modification of this agreement or waiver of any provision hereof will be     
binding unless approved in writing by each of us.                               

This agreement will terminate two years after the date hereof.        

Please sign and return one copy of this letter which thereupon will   
constitute a legally binding agreement with respect to the subject matter       
hereof.                                                                         

Sincerely,  

        SARA LEE CORPORATION

               By: /s/ Roderick A. Palmore
                          --------------------------------
                    Name:  Roderick A. Palmore
                               Title: Senior Vice President, General
                             Counsel and Secretary

ACCEPTED AND AGREED TO:                                                         

THE EARTHGRAINS COMPANY                                                         

By: /s/ Joseph M. Noelker                                                       
-------------------------                                                 
Name:  Joseph M. Noelker                                                  
Title: Vice President, General Counsel &                                  
Corporate Secretary                                         

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D9’ Filing		Date		First		Last			Other Filings
Filed on:		7/3/01							SC TO-T,  SC14D9C
		5/29/01		1
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