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) July 15, 2010

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.)

1251 N.W. Briarcliff Parkway, Suite 500, 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:

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

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

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

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

Item 1.01. Entry into Material Definitive Agreement.

     American Italian Pasta Company (the “Company”), Ralcorp Holdings, Inc. (“Parent”), and Excelsior Acquisition Co., a wholly owned subsidiary of Parent (“Purchaser”) are parties to that certain Agreement and Plan of Merger dated as of June 20, 2010 (the “Merger Agreement”), pursuant to which Purchaser, on June 24, 2010, commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of the Company’s Class A Convertible Common Stock, par value $0.001 per share (the “Shares”), for $53.00 per Share, to the sellers thereof in cash (the “Offer Price”) without interest thereon, and less any required withholding taxes.

     Following the completion of the Offer, and if necessary, the exercise of the Top-Up Option (as defined in the Merger Agreement) and upon satisfaction or waiver of certain conditions, the parties will complete a short-form merger (the “Merger”) under Delaware law, in which Purchaser shall be merged with and into the Company, whereupon the separate existence of Purchaser shall cease, and the Company shall be the surviving corporation and wholly owned subsidiary of Parent.

     On July 15, 2010, in connection with the settlement of certain litigation as described in Item 8.01 below, the parties to the Merger Agreement entered into an Amendment to Agreement and Plan of Merger (the “Amendment”).

     The Amendment provides that: (i) the Top-Up Option, the Top-Up Option Shares and any promissory note given by Purchaser to AIPC as consideration for the Top-Up Option Shares (the “Promissory Note”) will not be considered in the determination of fair value in any appraisal action pursuant to Delaware law; (ii) Purchaser will pay the par value of the Top-Up Shares in cash; (iii) the Top-Up Option may be exercised only one time and only if at the time of exercise Purchaser owns 60% or more of the total shares outstanding and, after exercise, Purchaser owns either one share more than 90% of the number of shares of capital stock outstanding or all additional unissued shares the Company is authorized to issue under its certificate of incorporation; and (iv) any Top-Up Notice must be delivered to the Company no later than five business days after the close of the Offer or if any subsequent offering period is provided, no later than five business days after the close of the subsequent offering period. Additionally, the Amendment provides that following the Acceptance Time, Purchaser and Parent will not propose any amendment to the Merger Agreement that would reduce the merger consideration, and any amendment reducing the merger consideration must be unanimously approved by the committee of Continuing Directors (as defined in the Merger Agreement) and any other amendment to the Merger Agreement must be approved by a majority of such committee.

     The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment attached as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 8.01. Other Events.

     On July 12, 2010, the parties to In Re American Italian Pasta Company Shareholder Litigation, Consolidated C.A. No. 5610-VCN (the “Consolidated Action”) executed a Memorandum of Understanding (the “Memorandum”) reflecting their agreement to settle the class action claims asserted in the Consolidated Action on the terms and conditions set forth in the Memorandum and subject to the approval of the Court of Chancery of the State of Delaware (the “Court”).

     Pursuant to the Memorandum, the Company, Parent and Purchaser agreed to enter into the Amendment as described in Item 1.01 above. Additionally, the Company, Parent and Purchaser agreed to make certain additional disclosures regarding the Amendment, the Merger Agreement and the Offer in AIPC’s Amendment No. 4 to Schedule 14D-9 and the Parent and Purchaser’s Amendment No. 4 to Schedule TO, each as filed with Securities and Exchange Commission on July 16, 2010.

     The Memorandum provides that the parties will present to the Court a Stipulation of Settlement and any other necessary documents to obtain prompt approval by the Court of the settlement and the dismissal with prejudice of the Consolidated Action. The Memorandum further provides that the Stipulation of Settlement will include a release by the plaintiffs and class members of all claims against all defendants.

     On July 15, 2010, the Circuit Court of Jackson County, Missouri stayed the class action lawsuit filed by John Foley on June 21, 2010 alleging certain breaches of the fiduciary duties by the directors of the Company and the aiding and abetting of such breaches by Parent and seeking to enjoin the Offer and the Merger. Also on July 15, 2010, the Circuit Court of Jackson County, Missouri denied the request of the plaintiffs in the class action lawsuit filed by Adriana Apolito-Bevis on June 29, 2010 for a temporary restraining order to enjoin the closing of the Offer.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.	Description
2.1	Amendment to Agreement and Plan of Merger dated as of July 15, 2010, by and among American Italian Pasta Company, a Delaware corporation, Ralcorp Holdings, Inc., a Missouri corporation, and Excelsior Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Ralcorp Holdings, Inc.

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: July 15, 2010	AMERICAN ITALIAN PASTA COMPANY
	By:	/s/ Paul R. Geist
		Paul R. Geist
		Executive Vice President and Chief Financial Officer

Exhibits

Exhibit No.	Description
2.1	Amendment to Agreement and Plan of Merger dated as of July 15, 2010, by and among American Italian Pasta Company, a Delaware corporation, Ralcorp Holdings, Inc., a Missouri corporation, and Excelsior Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Ralcorp Holdings, Inc.

EX-2.1

Exhibit 2.1

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

          THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the “Amendment”) dated as of July 15, 2010, is by and among American Italian Pasta Company, a Delaware corporation (the “Company”), Ralcorp Holdings, Inc., a Missouri corporation (“Parent”), and Excelsior Acquisition Co., a Delaware corporation (“Merger Sub”). Capitalized terms used herein that are not otherwise defined have the meanings set forth in the Agreement and Plan of Merger dated as of June 20, 2010 by and among the Company, Parent and Merger Sub (the “Merger Agreement”).

          WHEREAS, the Company, Ralcorp and Merger Sub desire to amend the Merger Agreement;

          NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, Parent and Merger Sub agree as follows:

1. Amendment to Section 2.04(b). Section 2.04(b) of the Merger Agreement shall be amended in its entirety to read as follows:

     (b) The Top-Up Option may be exercised by Merger Sub one time only at any time following the Acceptance Time, or if any Subsequent Offering Period is provided, following the Expiration Date of the Subsequent Offering Period. Notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable unless (i) at the time of exercise Merger Sub owns at least 60% of the total number of Shares outstanding but less than the Requisite Short-Form Merger Shares and would own either (x) the Requisite Short-Form Merger Shares after the exercise of the Top-Up Option or (y) the number of Shares that, when added to the number of Shares already issued, will cause the Company to have issued all the Shares it is authorized to issue under its certificate of incorporation, (ii) the number of Shares issuable upon exercise of the Top-Up Option does not exceed the number of authorized but unissued Shares and (iii) no provision of Applicable Law (including, without limitation, applicable rules and regulations of NASDAQ) shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by the Offer Price, without interest. Such purchase price may be paid by Merger Sub, at its election, either entirely in cash or by paying the par value of such Shares in cash and by executing and delivering to the Company a promissory note guaranteed by Parent having a principal amount equal to the balance of such purchase price. Any such promissory note shall be full recourse against Parent and Merger Sub, be secured by the Top-Up Shares, be due one year from the date the Top-Up Shares are issued and bear interest at the rate of 8% per annum and may be prepaid without premium or penalty.

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2. Amendment to Section 2.04(d). Section 2.04(d) of the Merger Agreement shall be amended in its entirety to read as follows:

     (d) In the event Merger Sub wishes to exercise the Top-Up Option, Merger Sub shall deliver to the Company not later than five business days after the Acceptance Time or if any Subsequent Offering Period is provided, following the Expiration Date of the Subsequent Offering Period a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Merger Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Sub is to take place. At the closing of the purchase of the Top-Up Shares, Parent and Merger Sub shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares or if the Company does not then have certificated Shares, the applicable number of book-entry Shares. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law and as contemplated by Section 9.06 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares.

3. Amendment to Section 4.05(d). The following sentence shall be added to the end of Section 4.05(d) of the Merger Agreement:

The parties hereby agree and acknowledge that in any appraisal proceeding with respect to the Dissenting Shares and to the fullest extent permitted by applicable law, the fair value of the Dissenting Shares shall be determined in accordance with Section 262(h) of the DGCL without regard to the Top-Up Option, the Top-Up Shares or any promissory note delivered by Merger Sub to the Company in payment for the Top-Up Shares.

4. Amendment to Section 12.03(a). Section 12.03(a) of the Merger Agreement shall be amended in its entirety to read as follows:

     (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective; provided that after the Acceptance Time (i) there shall be no amendment reducing the Merger Consideration without unanimous approval of the committee of Continuing Directors; (ii) there shall be no amendment or waiver that pursuant to Delaware Law requires further Company Stockholder Approval without their further approval and; (iii) any other amendment to the Merger

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Agreement shall require the approval by a majority of the committee of Continuing Directors.

5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such state.

6. Full Force and Effect. Except as amended hereby, the Merger Agreement, and all of its terms and conditions, shall remain in full force and effect.

7. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.

[The remainder of this page is intentionally left blank.]

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

Ralcorp Holdings, Inc.
By:	/s/ Kevin J. Hunt
	Name:	Kevin J. Hunt
	Title:	Co—CEO & President
Excelsior Acquisition Co.
By:	/s/ Kevin J. Hunt
	Name:	Kevin J. Hunt
	Title:	CEO & President
American Italian Pasta Company
By:	/s/ John P. Kelly
	Name:	John P. Kelly
	Title:	President & CEO

Signature Page to Amendment to Agreement and Plan of Merger