-----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, SmHQQANjgUiyKYnFZKq1T2LdghXYc3hS40n8BD4zVXuv5swfmoW4t91BVwHEn/kF rhxGkUnyAZyKx0YxPTdkBQ== 0001209191-10-039730.txt : 20100727 0001209191-10-039730.hdr.sgml : 20100727 20100727165643 ACCESSION NUMBER: 0001209191-10-039730 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100723 FILED AS OF DATE: 20100727 DATE AS OF CHANGE: 20100727 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GEORGE WALTER N. CENTRAL INDEX KEY: 0001241671 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13403 FILM NUMBER: 10972120 MAIL ADDRESS: STREET 1: 4100 N. MULBERRY DRIVE, SUITE 200 CITY: KANSAS CITY STATE: MO ZIP: 64116 FORMER NAME: FORMER CONFORMED NAME: GEORGE WALTER N DATE OF NAME CHANGE: 20030613 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 4 1 c03754_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2010-07-23 1 0000849667 AMERICAN ITALIAN PASTA CO AIPC 0001241671 GEORGE WALTER N. 1251 N.W. BRIARCLIFF PARKWAY SUITE 500 KANSAS CITY MO 64116 0 1 0 0 EVP & Chief Operating Officer Class A Common Stock, par value $.001 per share 2010-07-23 4 U 0 47511 53.00 D 22346 I See footnote Class A Common Stock, par value $.001 per share 2010-07-27 4 D 0 22346 53.00 D 0 D Employee Stock Option (right to buy) 37.08 2010-07-27 4 D 0 35000 15.92 D 2012-09-01 Class A Common Stock 35000 0 D Employee Stock Option (right to buy) 38.90 2010-07-27 4 D 0 9500 14.10 D 2012-10-23 Class A Common Stock 9500 0 D Employee Stock Option (right to buy) 39.60 2010-07-27 4 D 0 10000 13.40 D 2013-02-07 Class A Common Stock 10000 0 D Employee Stock Option (right to buy) 28.90 2010-07-27 4 D 0 30000 24.10 D 2014-08-02 Class A Common Stock 30000 0 D Employee Stock Option (right to buy) 26.73 2010-07-27 4 D 0 9000 26.27 D 2015-02-02 Class A Common Stock 9000 0 D Stock Appreciation Right 5.50 2010-07-27 4 D 0 30004 47.50 D 2013-03-06 Class A Common Stock 30004 0 D Stock Appreciation Right 9.02 2010-07-27 4 D 0 31619 43.98 D 2014-01-09 Class A Common Stock 31619 0 D Stock Appreciation Right 7.15 2010-07-27 4 D 0 73808 45.85 D 2014-12-07 Class A Common Stock 73808 0 D Stock Appreciation Right 24.76 2010-07-27 4 D 0 16136 28.24 D 2016-01-20 Class A Common Stock 16136 0 D Stock Appreciation Right 33.80 2010-07-27 4 D 0 13490 19.20 D 2016-12-22 Class A Common Stock 13490 0 D Shares of Class A Common Stock of American Italian Pasta Company (the "Company") held by the reporting person tendered pursuant to the tender offer (the "Offer"), which was launched in connection with the Agreement and Plan of Merger, dated as of June 20, 2010 (the "Merger Agreement"), by and among Ralcorp Holdings, Inc. ("Parent"), Excelsior Acquisition Co., a wholly owned subsidiary of Parent ("Purchaser"), and the Company, as amended. Represents shares of restricted Class A Common Stock that were not tendered on the acceptance date of the Offer and which vest immediately prior to the effective time of the merger pursuant to the Merger Agreement. Shares held by the Walter N. George Trust u/t/a May 24, 2000, as amended (the "Trust"). Mr. George is the trustee of the Trust. On July 14, 2010, the Trust transferred 278 shares by gift to Coker College. Pursuant to the Merger Agreement, these shares of restricted Class A Common Stock were canceled in the merger for a cash payment of the merger consideration of $53.00. Pursuant to the Merger Agreement, this option, which is fully vested, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such option by (ii) the number of shares such holder could have purchased (assuming full vesting of all options). Pursuant to the Merger Agreement, this option, which provided for full vesting on April 23, 2003, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such option by (ii) the number of shares such holder could have purchased (assuming full vesting of all options). Pursuant to the Merger Agreement, this option, which provided for full vesting on February 7, 2006, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such option by (ii) the number of shares such holder could have purchased (assuming full vesting of all options). Pursuant to the Merger Agreement, this option, which provided for full vesting on August 3, 2009, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such option by (ii) the number of shares such holder could have purchased (assuming full vesting of all options). Pursuant to the Merger Agreement, this option, which provided for full vesting on June 30, 2005, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such option by (ii) the number of shares such holder could have purchased (assuming full vesting of all options). Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on March 6, 2010, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such right by (ii) the number of shares of Class A Common Stock subject to such stock appreciation right (assuming full vesting of all stock appreciation rights). Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on January 9, 2011, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such right by (ii) the number of shares of Class A Common Stock subject to such stock appreciation right (assuming full vesting of all stock appreciation rights). Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on December 7, 2011, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such right by (ii) the number of shares of Class A Common Stock subject to such stock appreciation right (assuming full vesting of all stock appreciation rights). Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on January 20, 2012, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such right by (ii) the number of shares of Class A Common Stock subject to such stock appreciation right (assuming full vesting of all stock appreciation rights). Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on December 22, 2012, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such right by (ii) the number of shares of Class A Common Stock subject to such stock appreciation right (assuming full vesting of all stock appreciation rights). /s/ Walter N. George, by Robert W. Schuller as Attorney-in-Fact 2010-07-27 -----END PRIVACY-ENHANCED MESSAGE-----