-----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, MCjiaRvfgGtlRWZc4xrR+UvdAAo9srGBhpwdXGoF+TrR0R3p+hmXepJkGnvmPDpX mJ+5UCdLh/lvxXlPERxPkQ== 0001209191-10-039736.txt : 20100727 0001209191-10-039736.hdr.sgml : 20100727 20100727170302 ACCESSION NUMBER: 0001209191-10-039736 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100723 FILED AS OF DATE: 20100727 DATE AS OF CHANGE: 20100727 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: GEIST PAUL R. CENTRAL INDEX KEY: 0001184804 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13403 FILM NUMBER: 10972160 MAIL ADDRESS: STREET 1: 4100 N. MULBERRY DRIVE, SUITE 200 CITY: KANSAS CITY STATE: MO ZIP: 64116 FORMER NAME: FORMER CONFORMED NAME: GEIST PAUL R DATE OF NAME CHANGE: 20020830 4 1 c03755_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2010-07-23 1 0000849667 AMERICAN ITALIAN PASTA CO AIPC 0001184804 GEIST PAUL R. 1251 N.W. BRIARCLIFF PARKWAY SUITE 500 KANSAS CITY MO 64116 0 1 0 0 EVP & Chief Financial Officer Class A Common Stock, par value $.001 per share 2010-07-23 4 U 0 15366 53.00 D 14320 D Class A Common Stock, par value $.001 per share 2010-07-27 4 D 0 14320 53.00 D 0 D Stock Appreciation Right 9.02 2010-07-27 4 D 0 16048 43.98 D 2014-01-09 Class A Common Stock 16048 0 D Stock Appreciation Right 7.15 2010-07-27 4 D 0 21400 45.85 D 2014-12-07 Class A Common Stock 21400 0 D Stock Appreciation Right 6.50 2010-07-27 4 D 0 11499 46.50 D 2015-01-18 Class A Common Stock 11499 0 D Stock Appreciation Right 24.76 2010-07-27 4 D 0 11578 28.24 D 2016-01-20 Class A Common Stock 11578 0 D Stock Appreciation Right 33.80 2010-07-27 4 D 0 9679 19.20 D 2016-12-22 Class A Common Stock 9679 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. 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 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 18, 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 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/ Paul R. Geist, by Robert W. Schuller as Attorney-in-Fact 2010-07-27 -----END PRIVACY-ENHANCED MESSAGE-----