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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: December 3, 1998
AMERICAN ITALIAN PASTA COMPANY
(Exact name of registrant as specified in its charter)
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Delaware 001-13403 84-1032638
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File no.) Identification No.)
1000 Italian Way
Excelsior Springs, Missouri 64024
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (816) 502-6000
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
See the attached press release dated December 3, 1998.
EXHIBIT INDEX
Exhibit No. Description Page No.
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99.A Press release dated December 3, 1998
Page 2 of 3
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SIGNATURE
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 thereunto duly authorized.
AMERICAN ITALIAN PASTA COMPANY
By: /s/ Timothy S. Webster
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Name: Timothy S. Webster
Title: President and Chief
Executive Officer
December 17, 1998
Page 3 of 3
American Italian Pasta Company Adopts Stockholder Rights Plan
Excelsior Springs, MO -- December 3, 1998 -- American Italian Pasta
Company (NYSE: PLB) announced today that its Board of Directors adopted a
Stockholder Rights Plan designed to enhance the Board's ability to protect
stockholders against, among other things, unsolicited attempts to acquire
control of American Italian Pasta Company that do not offer an adequate price to
all stockholders or are otherwise not in the best interests of American Italian
Pasta Company and its stockholders.
American Italian Pasta Company said that the Plan was not adopted in
response to any specific effort to acquire control of the Company, and it is not
aware of any such effort.
Under the Plan each common stockholder at the close of business on
December 16, 1998 will receive a dividend of one right for each share of Common
Stock held. Each right entitles the holder to purchase from American Italian
Pasta Company one one-hundredth of a share of a new series of participating
Preferred Stock at an initial purchase price of $110.00. The rights will become
exercisable and will detach from the Common Stock a specified period of time
after any person has become the beneficial owner of 15% or more of American
Italian Pasta Company's Common Stock or commenced a tender or exchange offer
which, if consummated, would result in any person becoming the beneficial owner
of 15% or more of the Common Stock.
If any person becomes the beneficial owner of 15% or more of American
Italian Pasta Company's Common Stock, each right will entitle the holder, other
than the acquiring person, to purchase for the purchase price American Italian
Pasta Company Common Stock having a value of twice the purchase price.
If, following an acquisition of 15% or more of American Italian Pasta
Company's Common Stock, American Italian Pasta Company is involved in certain
mergers or other business combinations or sells or transfers more than 50% of
its assets or earning power, each right will entitle the holder to purchase for
the purchase price common stock of the other party to such transaction having a
value of twice the purchase price.
At any time after a person has acquired 15% or more (but before any
person has acquired more than 50%) of the Company's Common Stock, American
Italian Pasta Company may exchange all or part of the rights for shares of
Common Stock at an exchange ratio of one share of Common Stock per right.
American Italian Pasta Company may redeem the rights at a price of $.01
per right at any time prior to a specified period of time after a person has
become the beneficial owner of 15% or more of its Common Stock. The rights will
expire on December 16, 2008, unless earlier exchanged or redeemed.
