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IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION


UNITED STATES OF AMERICA,

         Plaintiff,

                  v.

THE EARTHGRAINS COMPANY,
SPECIALTY FOODS CORPORATION,    
and METZ HOLDINGS, INC.,
     
         Defendants.

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Civil No: 00 C 1687

Filed: March 20, 2000

Judge Bucklo
Magistrate Judge Nolan


JOINT MOTION FOR ENTRY OF HOLD SEPARATE STIPULATION AND ORDER

     The United States, The Earthgrains Company, Specialty Foods Corporation, and Metz Holdings, Inc. jointly move the Court for entry of the Hold Separate Stipulation and Order ("Order") filed today in this civil antitrust merger case. The parties urge the Court to promptly enter the Order on the following grounds:

     1. The United States filed a complaint today that challenges Earthgrains's proposed acquisition of Metz. At the same time, the parties have filed a proposed Final Judgment that would settle the allegations of the government's complaint by requiring defendants to divest certain assets in the markets in which there would be a significant competitive overlap.

     2. The Hold Separate Stipulation and Order, which the parties have now moved the Court to enter, would keep certain assets separate, competitive and economically viable pending entry of the Final Judgment and completion of the ordered divestitures.

     3. The Hold Separate Stipulation and Order will facilitate and expedite the ordered divestitures, and hence, it is essential to ensure prompt, effective relief.

Dated: March 17, 2000.

    Respectfully submitted,


FOR PLAINTIFF
UNITED STATES OF AMERICA

_______________/s/________________
Anthony E. Harris, Esquire
Illinois Bar # 01133713
U.S. Department of Justice
Antitrust Division
Litigation II Section
1401 H Street, NW, Suite 3000
Washington, DC 20005
(202) 307-6583

FOR DEFENDANT
THE EARTHGRAINS COMPANY

_______________/s/________________
Roxann E. Henry, Esquire
DC Bar # 351569
Howrey Simon Arnold & White
1299 Pennsylvania Avenue, NW
Washington, DC 20004
(202) 383-6503



  FOR DEFENDANTS
SPECIALTY FOODS INC. and
METZ HOLDINGS, INC.

_______________/s/________________
Roxann E. Henry, Esquire
DC Bar # 351569
Howrey Simon Arnold & White
1299 Pennsylvania Avenue, NW
Washington, DC 20004
(202) 383-6503