-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LUGawHGNGN1PumKkTabbKVo3DlsG68YWB0m/PiyFo6CpPU/8waUF3gmuRLdK1CMV PK5uYayGAVsH0UzHdPnHTA== 0000922907-06-000187.txt : 20060221 0000922907-06-000187.hdr.sgml : 20060220 20060221172815 ACCESSION NUMBER: 0000922907-06-000187 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060216 FILED AS OF DATE: 20060221 DATE AS OF CHANGE: 20060221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEMETREE MARK C CENTRAL INDEX KEY: 0001241678 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13403 FILM NUMBER: 06634086 MAIL ADDRESS: STREET 1: 10955 LOWELL AVE SUITE 600 CITY: OVERLAND PARK STATE: KS ZIP: 66210 ISSUER: 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 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 4 1 form4demetree_022106ex.xml X0202 4 2006-02-16 0 0000849667 AMERICAN ITALIAN PASTA CO PLB 0001241678 DEMETREE MARK C 10955 LOWELL AVE SUITE 600 OVERLAND PARK KS 66210 1 0 0 0 Class A Convertible Common Stock, par value $.001 per share 2006-02-16 5 A 0 4819 0 A 8540 D Award pursuant to AIPC Board Remuneration Plan Exhibit List Exhibit 24 - Section 16 Limited Power of Attorney /s/ George D. Shadid, as Attorney in Fact 2006-02-21 EX-24 2 form4demetreeexh_022106.htm SECTION 16 LIMITED POWER OF ATTORNEY Exhibit to Form 4

                         AMERICAN ITALIAN PASTA COMPANY

                      Section 16 Limited Power Of Attorney

                                       FOR

                                 Mark Demetree



     The undersigned  hereby  constitutes and appoints George D. Shadid and Paul
R.  Geist,  and  each of them  singly  (and  their  respective  designees),  the
undersigned's true and lawful attorneys-in-fact to:

     (1)  executive for and on behalf of the undersigned,  in the  undersigned's
          capacity  as an  executive  officer,  10%  owner  and/or  director  of
          American  Italian  Pasta  Company  (the  "Company"),  Forms 3, 4 and 5
          (including any amendments thereto) in accordance with Section 16(a) of
          the  Securities  Exchange  Act  of  1934  and  the  rules  promulgated
          thereunder (the "34 Act");

     (2)  do and  perform  any and all  other  acts  for  and on  behalf  of the
          undersigned  which may be  necessary or desirable to complete any such
          Form 3, 4, or 5  (including  any  amendments  thereto) and timely file
          such form in accordance  with the 34 Act,  including  filing such form
          with the United  States  Securities  and Exchange  Commission  and any
          stock exchange or similar authority; and

     (3)  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 such  attorneys-in-fact (1) 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 that the  undersigned  might or could do personally and (2) full
power and authority to designate others to act for such attorneys-in-fact and to
revoke such designation.  The undersigned also hereby ratifies and confirms that
such attorneys-in-fact, or such attorneys-in-fact's designees, shall lawfully do
or cause to be done by virtue of this  Limited  Power of Attorney and the rights
and  powers   granted   hereby.   The   undersigned   hereby   authorizes   such
attorneys-in-fact  or their  designees to determine in their sole discretion the
time  when and  manner in which any  power  herein  conferred  upon him shall be
exercised.





American Italian Pasta Company
Limited Power of Attorney
Page 2


     This Limited Power of Attorney  shall remain in full force and effect until
the  undersigned  is no longer  required to file Forms 3, 4 and 5 (including any
amendments   thereto)  with  respect  to  the  undersigned's   holdings  of  and
transactions in securities issued by the Company,  unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

     The undersigned acknowledges that the foregoing attorneys-in-fact and their
designees  (1) are serving in such  capacity at the request of the  undersigned,
(2) are only assisting the undersigned with his or her obligations under Section
16 of the 34 Act, and (3) it is the undersigned's  responsibility to comply with
Section 16 of the 34 Act.

         IN WITNESS HEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 30th day of December, 2005.



                                                /s/ Mark C. Demetree
                                                ----------------------------
                                                Name:  Mark C. Demetree




Witness


/s/ Lori Reasoner
- ----------------------------
Name:  Lori Reasoner

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