-----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, Qlxz4XDVZmol+q4QFcsFMunURps5abrugYw3W2qvyVhq35UrLHbkqn19MzLULmCl mHQHj0OyIsHcm1rUd0b9JA== 0000950138-10-000505.txt : 20100728 0000950138-10-000505.hdr.sgml : 20100728 20100728175141 ACCESSION NUMBER: 0000950138-10-000505 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100723 FILED AS OF DATE: 20100728 DATE AS OF CHANGE: 20100728 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: 1251 N.W. BRIARCLIFF PARKWAY, SUITE 500 CITY: KANSAS CITY STATE: MO ZIP: 64116 BUSINESS PHONE: 816-584-5000 MAIL ADDRESS: STREET 1: 1251 N.W. BRIARCLIFF PARKWAY, SUITE 500 CITY: KANSAS CITY STATE: MO ZIP: 64116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RALCORP HOLDINGS INC /MO CENTRAL INDEX KEY: 0001029506 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] STATE OF INCORPORATION: MO FISCAL YEAR END: 1001 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13403 FILM NUMBER: 10975255 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 NAME: FORMER CONFORMED NAME: NEW RALCORP HOLDINGS INC DATE OF NAME CHANGE: 19961223 3 1 edgar.xml PRIMARY DOCUMENT X0203 3 2010-07-23 0 0000849667 AMERICAN ITALIAN PASTA CO AIPC 0001029506 RALCORP HOLDINGS INC /MO 800 MARKET STREET SUITE 2900 ST LOUIS MO 63101 0 0 1 0 Class A Convertible Common Stock, par value $0.001 per share 21835495 I By Excelsior Acquisition Co. On July 23, 2010, Excelsior Acquisition Co. ("Excelsior"), a wholly owned subsidiary of Ralcorp Holdings, Inc. ("Ralcorp"), accepted for payment 19,652,988 shares of Class A Convertible Common Stock, par value $0.001 (the "Shares"), of American Italian Pasta Company ("AIPC") (including Shares subject to guaranteed delivery procedures) pursuant to an offer (the "Offer") to purchase all of the outstanding Shares. The Offer was made pursuant to an Agreement and Plan of Merger, dated as of June 20, 2010, as amended on July 15, 2010, by and among Ralcorp, Excelsior and AIPC (the "Merger Agreement"). On July 27, 2010, Ralcorp effected a "short-form" merger with AIPC becoming a wholly owned subsidiary of Ralcorp. Pursuant to the Merger Agreement, at the effective time of the merger, each Share issued and outstanding immediately prior to the effective time of the merger (other than Shares owned by Ralcorp, Excelsior, AIPC or any of their respective subsidiaries and Shares held by shareholders who properly exercise appraisal rights under the DGCL) were automatically cancelled and converted into the right to receive the price per share paid in the Offer. Excelsior was a wholly owned subsidiary of Ralcorp, and as a result Ralcorp and Excelsior may have been deemed (prior to the merger) to share beneficial ownership of the Shares shown as beneficially owned by Ralcorp. /s/ Gregory A. Billhartz, Esq., Corporate Vice President, General Counsel and Secretary 2010-07-28 -----END PRIVACY-ENHANCED MESSAGE-----