The Board of Directors of The Earthgrains Company (NYSE: EGR) Friday (13 July) declared a quarterly cash dividend of 6 cents per share payable Aug. 31, 2001, to shareholders of record at the close of business on Aug. 17, 2001.

Earthgrains held what may be its last annual meeting of shareholders today at the Missouri History Museum in St. Louis. Sara Lee Corporation has tendered a cash offer to purchase Earthgrains shares for $40.25 each. The combined bakery businesses under Sara Lee Corporation will be known as Sara Lee Bakery Group.

“As a result of the planned acquisition of our company by Sara Lee Corporation, this will likely be the last annual meeting of The Earthgrains Company,” Earthgrains Chairman and CEO Barry H. Beracha told shareholders at the meeting. “Nevertheless, it is a pleasure to once again report to you on the progress your company has made, and to discuss our bright future with Sara Lee Corporation.”

Beracha noted that shareholders who held stock in the company since its spinoff from Anheuser-Busch Companies, Inc., in 1996, have realized a 427 percent return based on the tender offer price.

“We are also honored that under the purchase agreement, Sara Lee Corporation has elected to keep this management team in place in St. Louis to run the combined bakery operations,” Beracha told shareholders. “Sara Lee’s investment is also a ringing endorsement of the quality of our employees, the best in our industry. We look forward to continuing to be a leader in the baking industry in the United States and Europe.”

In other matters of business at the meeting, shareholders elected three board members to terms expiring in 2004. Elected were J. Joe Adorjan, chairman of Adven Capital Partners, LLC, and partner with Stonington Partners, Inc.; Jerry E. Ritter, consultant to Anheuser-Busch Companies, Inc., and a former chief financial and administrative officer of that company; and Timothy P. Smucker, chairman and co-chief executive officer of J.M. Smucker Company. Smucker was appointed a director in January. Ritter has been a director since 1995 and Adorjan since 1996.

Shareholders also defeated a shareholder proposal to link employee-satisfaction measures to performance-based compensation for senior executives. The Board of Directors unanimously opposed the proposal, indicating that the company already recognizes the critical importance of employees and that the proposal would not be advantageous to the company or employees.

About Earthgrains

Earthgrains, which had sales of nearly $2.6 billion in fiscal 2001, operates fresh-bakery and refrigerated-dough businesses in the United States and Europe.

Earthgrains is the second-largest producer of fresh packaged bread and baked goods in the United States, operating 61 bakeries. Major company-owned brands include Earth Grains, IronKids, Grant’s Farm, Colonial, Rainbo, San Luis Sourdough, Heiner’s, Master, Mother’s, Old Home, and Break Cake.

In Europe, Earthgrains is the market-share leader for fresh packaged sliced bread, buns and packaged sweet goods in Spain and is one of the largest producers of bread and buns in Portugal. Earthgrains has 12 bakeries in Spain (including the Canary Islands) and Portugal. Major brands include Bimbo, Silueta, Semilla de Oro, Martinez, and Ortiz.

In the refrigerated-dough segment, Earthgrains is the only manufacturer of store-brand canned refrigerated-dough products in the United States and is one of the largest producers of store-brand toaster pastries. The company has two domestic refrigerated-dough plants and also markets products under its Merico brand. Earthgrains is the largest refrigerated-dough producer in Western Europe and the only producer of canned dough in Europe. The company operates four plants in France and markets products under the CroustiPate brand in France.

More information about Earthgrains may be found on the company’s corporate Internet web site at