sctovc

0000950123-10-059662.txt : 20100621 0000950123-10-059662.hdr.sgml : 20100621 20100621172606 ACCESSION NUMBER: 0000950123-10-059662 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20100621 DATE AS OF CHANGE: 20100621 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 TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-53419 FILM NUMBER: 10908678 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: RALCORP HOLDINGS INC /MO CENTRAL INDEX KEY: 0001029506 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 431766315 STATE OF INCORPORATION: MO FISCAL YEAR END: 1001 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 800 MARKET STREET STREET 2: SUITE 2900 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3148777000 MAIL ADDRESS: STREET 1: 800 MARKET STREET STREET 2: SUITE 2900 CITY: ST LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: NEW RALCORP HOLDINGS INC DATE OF NAME CHANGE: 19961223 SC TO-C 1 c58705sctovc.htm SC TO-C sctovc

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

American Italian Pasta Company

(Name of Subject Company (issuer))

Ralcorp Holdings, Inc.
Excelsior Acquisition Co.

(Names of Filing Persons (offeror))

Class A Convertible Common Stock, par value $0.001 per share
(Title of Class of Securities)

027070101
(CUSIP Number of Class of Securities)

Gregory A. Billhartz, Esq.
Corporate Vice President, General Counsel and Secretary
Ralcorp Holdings, Inc.
800 Market Street, Suite 2900
St. Louis, MO 63101
(314) 877-7000
(Name, address, and telephone number of person authorized
to receive notices and communications on behalf of filing persons)

Copy to:
R. Randall Wang, Esq.
Bryan Cave LLP
211 N. Broadway
One Metropolitan Square, Suite 3600
St. Louis, Missouri 63102
Tel: (314) 259-2000
Fax: (314) 259-2020

CALCULATION OF FILING FEE



	Transaction Valuation			Amount of Filing Fee*
	Not Applicable			Not Applicable


*		A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid: N/A		Filing Party: N/A
Form or Registration No.: N/A		Date Filed: N/A

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ		third-party tender offer subject to Rule 14d-1.

o		issuer tender offer subject to Rule 13e-4.

o		going-private transaction subject to Rule 13e-3.

o		amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

EXHIBIT INDEX


Exhibit No.		Document
99.1		Letter to Employees dated June 21, 2010.

99.2		Letter to Customers dated June 21, 2010.

99.3		Letter to Suppliers dated June 21, 2010.

99.4		Talking Points for Ralcorp Sales Force.

99.5		Talking Points for Ralcorp Suppliers.

EX-99.1 2 c58705exv99w1.htm EX-99.1 exv99w1

Exhibit 99.1

June 21, 2010

Dear Ralcorp Employees:

I am writing to let you know of an exciting development for our company. This morning we announced that Ralcorp Holdings has entered into a definitive agreement to acquire all of the outstanding shares of American Italian Pasta Company (“AIPC”) common stock for $53.00 per share in cash. A copy of the press release issued earlier today is attached.

AIPC, based in Kansas City, Missouri, is the largest producer of dry pasta in North America with locations in both the United States and Italy. AIPC manufactures and sells both private label and branded pasta such as Mueller, Golden Grain, and Anthony’s to name a few. This transaction will allow us to offer our customers more than 220 different shapes and varieties of pasta, in addition to the products we already provide.

The Company, which will continue to operate as an independent division of Ralcorp upon closing, is an excellent complement to our existing portfolio of branded and private label products. Through this transaction we will be able to better address a broader spectrum of customer and consumer needs. We are excited about this compelling growth opportunity and we are reaching out to our customers to share the good news.

Importantly, this announcement will have no impact on your day to day responsibilities — it remains business as usual for all of us at Ralcorp. As you know, we have a strong track record of successfully acquiring and integrating companies, and we fully expect that the integration of AIPC will be a smooth and seamless process. We expect to complete this transaction in our fourth quarter ending September 30, 2010, and until that time, Ralcorp and AIPC will continue to operate as separate entities.

It is likely that today’s actions will lead to increased interest in Ralcorp and it is important we speak with one voice on this matter. If you receive any inquiries from the media or other interested third parties, please refer them to Scott Monette at 314-877-7113/sdmonett@ralcorp.com or Matt Pudlowski at 314-877-7091/mjpudlow@ralcorp.com. Additionally, if you have any questions, please do not hesitate to reach out to your manager.

I want to thank you all for your continued hard work and dedication. Our collective achievements have made today’s announcement possible. As always, it is imperative that we all remain focused on continuing to provide the best-in-class products and outstanding service our customers have come to expect from Ralcorp.

Sincerely,


Kevin J. Hunt		David P. Skarie
Co-Chief Executive Officer and President		Co-Chief Executive Officer and President
Ralcorp Holdings		Ralcorp Holdings

Important Information

This letter is for informational purposes only and does not constitute an offer to purchase nor a solicitation of an offer to sell any securities of AIPC. Ralcorp has not commenced a tender offer for shares of AIPC common stock. The solicitation and offer to purchase shares of AIPC common stock will only be made pursuant to a tender offer statement on Schedule TO and related exhibits, including the offer to purchase, letter of transmittal, and other related documents.

Upon commencement of the tender offer, Ralcorp will file with the SEC a tender offer statement on Schedule TO and related exhibits, including the offer to purchase, letter of transmittal, and other related documents. In addition, AIPC will file with the SEC a tender offer solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. These documents will contain important information, including the terms and conditions of the tender offer. Investors and security holders are urged to read each of these documents and any amendments to these documents carefully when they are available prior to making any decisions with respect to the tender offer.

Investors and security holders will be able to obtain free copies of these materials (when available) and other documents filed with the SEC by Ralcorp or AIPC through the web site maintained by the SEC at www.sec.gov. In addition, Schedule TO and related exhibits, including the offer to purchase, letter of transmittal, and other related documents may be obtained (when available) for free by contacting Ralcorp at 800 Market Street, Suite 2900, St. Louis, MO 63101, (314) 877-7000 and the Schedule 14D-9 may be obtained (when available) for free by contacting AIPC at 4100 N. Mulberry Drive, Suite 200, Kansas City, Missouri 64116, (816) 584-5000.

EX-99.2 3 c58705exv99w2.htm EX-99.2 exv99w2

Exhibit 99.2

June 21, 2010

Dear Ralcorp Customer:

I am writing to inform you about an exciting development for Ralcorp.

Today we announced an agreement to acquire American Italian Pasta Company (“AIPC”). We are very excited about this transaction, which represents a significant milestone for Ralcorp. A copy of the press release issued earlier today is attached for your convenience.

AIPC, the largest producer of dry pasta in North America, will be an excellent complement to our existing portfolio. This transaction further strengthens our position as a leading provider of branded and private label food products. This transaction will allow us to offer you more than 220 different shapes and varieties of pasta, in addition to the products Ralcorp already provides for your organization. We also expect that, as a stronger company, Ralcorp will be better suited to meet your needs. Let us reassure you that we remain 100% committed to our customers, and we look forward to continuing to meet and exceed your expectations.

Throughout this process and following the close of the transaction, which we expect to occur in Ralcorp’s fourth quarter ending September 30, 2010, it will be business as usual at Ralcorp. Your day-to-day customer contacts will remain the same, and we expect the transition of AIPC’s operations to be seamless. As always, if you have any questions please reach out to your regular customer service representative who will be available to answer questions you may have.

We thank you for your continued loyalty and support. We appreciate your business and we look forward to continuing to provide you with best-in-class products and service for many years to come.


Sincerely,

Kevin J. Hunt		David P. Skarie
Co-Chief Executive Officer and President		Co-Chief Executive Officer and President
Ralcorp Holdings		Ralcorp Holdings

Important Information

EX-99.3 4 c58705exv99w3.htm EX-99.3 exv99w3

Exhibit 99.3

June 21, 2010

Dear Valued Ralcorp Supplier:

I am writing to inform you about an exciting development for Ralcorp.

Today we announced an agreement to acquire American Italian Pasta Company (“AIPC”). We are very excited about this transaction, which represents a significant milestone for Ralcorp. A copy of the press release we issued earlier today is attached for your convenience.

AIPC, the largest producer of dry pasta in North America, will be an excellent complement to our existing portfolio. Through this transaction, we will add AIPC dry pasta products to the Ralcorp portfolio, enhancing the Company’s comprehensive range of products to the benefit of Ralcorp and AIPC customers and consumers. The transaction will also make Ralcorp a stronger company. We remain 100% committed to our customers, and with your help, we look forward to continuing to meet and exceed their expectations.

Throughout this process and following the close of the transaction, which we expect to occur in Ralcorp’s fiscal fourth quarter ending September 30, 2010, it will be business as usual at Ralcorp. Your day-to-day contacts will remain the same, and we expect the integration of AIPC’s operations to be seamless. As always, if you have any questions please reach out to your usual purchasing representative.

Thank you for your commitment to Ralcorp. You have been an important part of Ralcorp’s success and we look forward to continuing and building on our relationship.


Sincerely,

Kevin J. Hunt		David P. Skarie
Co-Chief Executive Officer and President		Co-Chief Executive Officer and President
Ralcorp Holdings		Ralcorp Holdings

Important Information

transmittal, and other related documents may be obtained (when available) for free by contacting Ralcorp at 800 Market Street, Suite 2900, St. Louis, MO 63101, (314) 877-7000 and the Schedule 14D-9 may be obtained (when available) for free by contacting AIPC at 4100 N. Mulberry Drive, Suite 200, Kansas City, Missouri 64116, (816) 584-5000.

EX-99.4 5 c58705exv99w4.htm EX-99.4 exv99w4

Exhibit 99.4

Talking Points for Ralcorp Sales Force

•		As a valued customer of Ralcorp, we wanted to let you know about an important announcement.

•		Ralcorp has entered into an agreement to acquire American Italian Pasta Company (“AIPC”), the largest producer of dry pasta in North America.

•		This transaction is a win-win for both our company and our customers.

•		The combination of Ralcorp and AIPC will further strengthen our position as a leading provider of private label and branded food products and significantly broaden our product portfolio.

	o		This transaction will allow us to offer more than 220 different shapes and varieties of pasta, in addition to the products Ralcorp already provides for your organization.

	o		We are confident that Ralcorp’s expanded product portfolio will enable us to better serve our valued customers.

•		Together with AIPC, we will be a stronger company, better suited to meet your needs.

•		Our customers have always been an integral part of our success, and through this transaction our goal is to continue to focus on delivering the high quality private label and branded food products you have come to expect.

•		We expect the transaction to close in our fourth fiscal quarter ending September 30, 2010. Until the transaction is completed it is business as usual at Ralcorp.

	o		We expect the transition to be seamless to you.

	o		You should not see any significant change in the handling of your business and your day-to-day Ralcorp contacts should remain the same.

•		We thank you for your business and we remain committed to providing you with best-in-class products and service for many years to come.

•		As always, if you have any questions please contact me; I will always be available to help you.

Important Information

These talking points are for informational purposes only and do not constitute an offer to purchase nor a solicitation of an offer to sell any securities of AIPC. Ralcorp has not commenced a tender offer for shares of AIPC common stock. The solicitation and offer to purchase shares of AIPC common stock will only be made pursuant to a tender offer statement on Schedule TO and related exhibits, including the offer to purchase, letter of transmittal, and other related documents.

offer. Investors and security holders are urged to read each of these documents and any amendments to these documents carefully when they are available prior to making any decisions with respect to the tender offer.

EX-99.5 6 c58705exv99w5.htm EX-99.5 exv99w5

Exhibit 99.5

Talking Points for Ralcorp Suppliers

•		As a valued supplier of Ralcorp, we wanted to let you know about an important announcement.

•		Ralcorp has entered into an agreement to acquire American Italian Pasta Company (“AIPC”), the largest producer of dry pasta in North America.

•		This transaction is a win-win for both our company and our customers.

•		The combination of Ralcorp and AIPC will further strengthen our position as a leading provider of private label and branded food products and significantly broaden our product portfolio.

This transaction will allow us to offer more than 220 different shapes and varieties of pasta, in addition to the products Ralcorp already provides its customers and consumers.

•		Together with AIPC, we will be a stronger company, and with your help, we look forward to continuing to meet and exceed the expectations of our customers and consumers.

•		We expect the transaction to close in our fourth quarter ending September 30, 2010. Until the transaction is completed it is business as usual at Ralcorp.

	o		We expect the transition to be seamless to you.

	o		You should see little change in the handling of your business with your day-to-day Ralcorp contacts remaining the same.

•		We thank you for your commitment to Ralcorp.

•		You have been an important part of Ralcorp’s success and we look forward to continuing and building on our relationship.

•		As always, if you have any questions please reach out to your usual purchasing representative.

Important Information