0001104659-06-047335.txt : 20060717 0001104659-06-047335.hdr.sgml : 20060717 20060717170413 ACCESSION NUMBER: 0001104659-06-047335 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060717 DATE AS OF CHANGE: 20060717 GROUP MEMBERS: MARC J. LEDER GROUP MEMBERS: RODGER R. KROUSE GROUP MEMBERS: SUN CAPITAL SECURITIES ADVISORS, LP GROUP MEMBERS: SUN CAPITAL SECURITIES FUND, LP GROUP MEMBERS: SUN CAPITAL SECURITIES OFFSHORE FUND, LTD. GROUP MEMBERS: SUN CAPITAL SECURITIES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ITALIAN PASTA CO CENTRAL INDEX KEY: 0000849667 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 841032638 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53419 FILM NUMBER: 06965446 BUSINESS ADDRESS: STREET 1: 4100 N MULBERRY DRIVE SUITE 200 CITY: KANSAS CITY STATE: MO ZIP: 64116 BUSINESS PHONE: 8165026000 MAIL ADDRESS: STREET 1: 4100 N MULBERRY DRIVE SUITE 200 CITY: KANSS CITY STATE: MO ZIP: 64116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCSF Equities, LLC CENTRAL INDEX KEY: 0001358623 IRS NUMBER: 202978626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: (561) 394-0550 MAIL ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33486 SC 13D/A 1 a06-16267_1sc13da.htm AMENDMENT

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: February 28, 2009
	SCHEDULE 13D	Estimated average burden hours per response. . 14.5

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

American Italian Pasta Company

(Name of Issuer)

Class A Common Stock, Par Value $0.001

(Title of Class of Securities)

027070101

(CUSIP Number)

Marc J. Leder		Douglas C. Cesner P.C.
Rodger R. Krouse		James S. Rowe
Sun Capital Securities, LLC		Kirkland & Ellis LLP
5200 Town Center Circle, Suite 470		200 E. Randolph Drive
Boca Raton, Florida 33486		Chicago, Illinois 60601
(561) 394-0550		(312) 861-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 13, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) SCSF Equities, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 2,461,300 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 2,461,300 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,461,300 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 13.4%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) SCSF Capital Securities Offshore Fund, Ltd.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 2,461,300 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 2,461,300 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,461,300 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 13.4%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Securities Fund, LP

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 2,461,300 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 2,461,300 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,461,300 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 13.4%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Securities Advisors, LP

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 2,461,300 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 2,461,300 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,461,300 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 13.4%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Securities, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 2,461,300 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 2,461,300 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,461,300 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 13.4%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Marc J. Leder

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 2,461,300 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 2,461,300 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,461,300 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 13.4%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Rodger R. Krouse

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 2,461,300 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 2,461,300 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,461,300 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 13.4%

	14.	Type of Reporting Person (See Instructions) IN

This Amendment No. 2 hereby amends the Statement on Schedule 13D (the “Schedule 13D”) previously filed on April 21, 2006, as amended by Amendment No. 1 previously filed on May 26, 2006 by SCSF Equities, LLC, a Delaware limited liability company (“SCSF Equities”), Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands corporation (“Sun Offshore Fund”), Sun Capital Securities Fund, LP, a Delaware limited partnership (“Sun Securities Fund”), Sun Capital Securities Advisors, LP, a Delaware limited partnership (“Sun Advisors”), Sun Capital Securities, LLC, a Delaware limited liability company (“Sun Capital Securities”), Marc J. Leder (“Leder”) and Rodger R. Krouse (“Krouse”) (collectively, the “Reporting Persons”) with respect to the Class A Common Stock, par value $0.001 per share (the “Common Stock”) of American Italian Pasta Company, a Delaware corporation (the “Issuer”) as follows:

Item 5. Interest in Securities of the Issuer.

(a) - (b) On July 13 and July 14, 2006 the Reporting Persons purchased shares of Common Stock increasing the total number of shares owned by the Reporting Persons to 2,461,300 shares of Common Stock or approximately 13.4% of the Issuer’s outstanding Common Stock(1).

(1) SCSF Equities prior filings understated the number of shares of Common Stock owned by SCSF Equities by 800 shares, the numbers set forth in this Amendment No. 2 are correct.

(c) Except for the transactions described herein and those referenced in the Schedule 13D filed on April 21, 2006, as amended by Amendment No. 1 previously filed on May 26, 2006 by SCSF Equities, there have been no other transactions in the securities of the Issuer effected by the Reporting Persons in the last 60 days except for the following transactions: (i) on June 21, 2006 the Reporting Persons purchased 73,900 shares of Common Stock at an average price of $8.07, increasing the total number of shares owned by the Reporting Persons to 2,197,600 shares of Common Stock, (ii) on June 22, 2006 the Reporting Persons purchased 53,300 shares of Common Stock at an average price of $8.16, increasing the total number of shares owned by the Reporting Persons to 2,250,900 shares of Common Stock, (iii) on June 29, 2006 the Reporting Persons purchased 35,600 shares of Common Stock at an average price of $8.04, increasing the total number of shares owned by the Reporting Persons to 2,286,500 shares of Common Stock, (iv) on July 13, 2006 the Reporting Persons purchased 74,000 shares of Common Stock at an average price of $8.02, increasing the total number of shares owned by the Reporting Persons to 2,361,300 shares of Common Stock and (v) on July 14, 2006 the Reporting Persons purchased 100,000 shares of Common Stock at an average price of $8.08, increasing the total number of shares owned by the Reporting Persons to 2,461,300 shares of Common Stock.

Item 7. Material to be filed as Exhibits.

Exhibit A Joint Filing Agreement, dated July 13, 2006, by and among each of the Reporting Persons

Exhibit B Power of Attorney, dated June 22, 2006, by and among each of the Reporting Persons

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: July 14, 2006

SCSF Equities, LLC

By: /s/ Justin Ishbia, by power of attorney attached hereto
Name: Marc J. Leder
Its: Co-CEO

Sun Capital Securities Offshore Fund, Ltd.

By: /s/ Justin Ishbia, by power of attorney attached hereto
Name: Marc J. Leder
Its: Director

Sun Capital Securities Fund, LP

By: Sun Capital Securities Advisors, LP
Its: General Partner

By: Sun Capital Securities, LLC
Its: General Partner

By: /s/ Justin Ishbia, by power of attorney attached hereto
Name: Marc J. Leder
Its: Co-CEO

Sun Capital Securities Advisors, LP

By: Sun Capital Securities, LLC
Its: General Partner

By: /s/ Justin Ishbia, by power of attorney attached hereto
Name: Marc J. Leder
Its: Co-CEO

Sun Capital Securities, LLC

By: /s/ Justin Ishbia, by power of attorney attached hereto
Name: Marc J. Leder
Its: Co-CEO

/s/ Justin Ishbia, by power of attorney attached hereto
Name: Marc Leder

/s/ Justin Ishbia, by power of attorney attached hereto
Name: Rodger Krouse

EX-99.A 2 a06-16267_1ex99da.htm EX-99

EXHIBIT A

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

Date: July 14, 2006

	SCSF Equities, LLC

	By: /s/ Justin Ishbia, by power of attorney attached hereto
	Name: Marc J. Leder
	Its: Co-CEO

	Sun Capital Securities Offshore Fund, Ltd.

	By:/s/ Justin Ishbia, by power of attorney attached hereto
	Name: Marc J. Leder
	Its: Director

	Sun Capital Securities Fund, LP

	By: Sun Capital Securities Advisors, LP
	Its: General Partner

	By: Sun Capital Securities, LLC
	Its: General Partner

	By: /s/ Justin Ishbia, by power of attorney attached hereto
	Name: Marc J. Leder
	Its: Co-CEO

	Sun Capital Securities Advisors, LP

	By: Sun Capital Securities, LLC
	Its: General Partner

	By: /s/ Justin Ishbia, by power of attorney attached hereto
	Name: Marc J. Leder
	Its: Co-CEO

	Sun Capital Securities, LLC

	By: /s/ Justin Ishbia, by power of attorney attached hereto
	Name: Marc J. Leder
	Its: Co-CEO

	/s/ Justin Ishbia, by power of attorney attached hereto
	Name: Marc Leder

	/s/ Justin Ishbia, by power of attorney attached hereto
	Name: Rodger Krouse

EX-99.B 3 a06-16267_1ex99db.htm EX-99

Exhibit B

June 22, 2006

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Douglas Gessner, Jeffrey Fine, Gerald Nowak, James Rowe, Jeremy Liss, Jeffrey Kaplan, Rachel Masory, Justin Ishbia and Barbara Beach signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of SCSF Equities, LLC, a Delaware limited liability (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder as well as a Schedule 13D or Schedule 13G and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or Schedule 13G and any amendments thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. Each of the undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until each of the undersigned is no longer required to file Forms 3, 4 and 5 or Schedule 13D or Schedule 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company unless earlier revoked by each of the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

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