-----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, T/9mniYb2bpflZGBMB+YRyRGdsEKXb2JTAkW83xuhKbCV+nCIVSTNUi1SuTtq6KA zK3dLAij+cEecgjGYfqq1w== 0000922907-08-000059.txt : 20080207 0000922907-08-000059.hdr.sgml : 20080207 20080207170221 ACCESSION NUMBER: 0000922907-08-000059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080205 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080207 DATE AS OF CHANGE: 20080207 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13403 FILM NUMBER: 08585893 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 8-K 1 form8k_020508.htm Form 8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 OR 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)   February 5, 2008
                                                --------------------------------

                         AMERICAN ITALIAN PASTA COMPANY
 -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                      001-13403                84-1032638
- --------------------------------------------------------------------------------
(State or other jurisdiction        (Commission             (IRS Employer
    of incorporation)               File Number)          Identification No.)

4100 N. Mulberry Drive, Suite 200, Kansas City, Missouri          64116
- --------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code (816) 584-5000
                                                  ------------------------------
                                 Not Applicable
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))



Item 2.02   Results of Operations and Financial Condition.

     On February 5, 2008, American Italian Pasta Company (the "Company") issued
a press release providing certain liquidity information as of December, 28, 2007
and revenue information for the first quarter of fiscal year 2008. The press
release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

            (d) Exhibits.

            99.1      Press release dated February 5, 2008.




                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


     Date: February 7, 2008         AMERICAN ITALIAN PASTA COMPANY


                                    By:  /s/  Paul R. Geist
                                    --------------------------------------------
                                             Paul R. Geist
                                             Chief Financial Officer








                                  EXHIBIT INDEX


Exhibit Number             Description
- --------------             -----------


    99.1                   Press release dated February 5, 2008.
EX-99 2 form8k_020508exh991.htm EXHIBIT 99.1 Exhibit 99.1 to Form 8-K


                                                                    Exhibit 99.1

-------------------------------------------------------------------------
AMERICAN ITALIAN PASTA COMPANY                                          |NEWS
                                                                        |RELEASE

Contact:

Paul Geist
EVP & Chief Financial Officer
816-584-5611



For Immediate Release

                 AMERICAN ITALIAN PASTA COMPANY PROVIDES CERTAIN
                        LIQUIDITY AND REVENUE INFORMATION

KANSAS CITY, MO,  February 5, 2008 - American  Italian Pasta Company  (AITP.PK),
the  largest  producer of dry pasta in North  America,  today  provided  certain
liquidity and revenue information.

LIQUIDITY

For the first quarter of fiscal 2008,  ending on December 28, 2007,  the Company
had total  liquidity  resources of $40.5 million,  consisting of cash on hand of
$15.3 million and $25.2  million  available  under the  Company's  $30.0 million
revolving credit facility.

Total debt outstanding on December 28, 2007 was $241.9 million.  Total debt, net
of cash,  was $226.6  million,  compared to $225.4  million as of September  28,
2007, the Company's fiscal year end,  reflecting an increase in net debt of $1.2
million in the first quarter of fiscal 2008.

For the fiscal  quarter  ended  December  28,  2007,  the  Company's  cash flows
included  the  following  items of  significance:  receipt  of $4.6  million  in
anti-dumping  income from the U.S.  government  under the Continued  Dumping and
Subsidy Offset Act of 2000; net cash interest  expense of $6.6 million;  capital
expenditures of $2.6 million;  net professional fees of $2.3 million relating to
the Audit Committee  investigation,  shareholder litigation and related matters;
and  management  consulting  fees of $1.4  million  paid to  Alvarez & Marsal in
connection with interim CEO and related services.

The Company  noted that all  historical  liquidity  amounts  outlined  above are
unaudited and are subject to adjustments.

REVENUE INFORMATION

For the first fiscal quarter ended December 28, 2007, total revenues were $111.7
million  compared to $94.0 in the first fiscal  quarter ended December 29, 2006,
reflecting an increase of 18.9% compared to the previous year's quarter. Overall
volume increased 0.9% during the quarterly  period,  as compared to the previous
fiscal  year's  quarter.

The Company also noted that all historical  revenue  amounts  outlined above are
unaudited  and are  subject to  adjustments,  including  adjustments  related to
promotional  expenses,  accounting  period  cutoff,  and other  related  revenue
recognition  issues  resulting from the  previously  announced  Audit  Committee
investigation.



American Italian Pasta Co.
February 5, 2008
Page 2



COMPANY COMMENTS

"We remain focused on the cost pressures associated with the durum wheat market,
and are pleased to see increased  revenue and solid volume  performance  in this
inflationary  environment,"  said Jack Kelly,  CEO of AIPC.  "These  results are
important as we remain  focused on  implementing  our business  initiatives  and
moving the Company forward."

ABOUT AIPC

Founded  in 1988 and based in Kansas  City,  Missouri,  American  Italian  Pasta
Company is the largest  producer of dry pasta in North America.  The Company has
four plants that are located in Excelsior  Springs,  Missouri;  Columbia,  South
Carolina;   Tolleson,   Arizona  and   Verolanuova,   Italy.   The  Company  has
approximately 600 employees located in the United States and Italy.


When used in this release,  the words "anticipate,"  "believe,"  "estimate," and
"expect"  and similar  expressions  are  intended  to  identify  forward-looking
statements, but are not the exclusive means of identifying these statements. The
statements by the Company regarding the expected liquidity position and revenues
for the first fiscal  quarters of 2007 and 2008 and the full year of fiscal year
2007 are forward-looking.  Actual results or events could differ materially. The
differences could be caused by a number of factors,  including,  but not limited
to, the findings of the Audit Committee  investigation,  the Company's review of
its  financial  statements,  a review  and/or audit of the  Company's  financial
statements by its independent  registered  public accounting firm, the SEC staff
review, and the conclusions reached regarding financial  reporting.  The Company
will not update any forward-looking  statements in this press release to reflect
future events.

                                      # # #

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