==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
AMENDMENT NO. 1
Rule 13d-102
Under the Securities Exchange Act of 1934
INFORMATION STATEMENT FILED
PURSUANT TO RULE 13d-1(d)*
AMERICAN ITALIAN PASTA COMPANY
(Name of Issuer)
CLASS A CONVERTIBLE COMMON STOCK
$.001 PAR VALUE
(Title of Class of Securities)
----------
02707010
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filled" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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SCHEDULE 13G
CUSIP No. 02707010 Page 2 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Morgan Stanley Leveraged Equity Fund II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 446,442 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
446,442 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
446,442 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.47%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 3 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Leveraged Equity Fund II, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 446,442 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
446,442 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
446,442 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.47%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 4 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Dean Witter & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 635,970 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
635,970 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
635,970 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.52%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 5 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Capital Partners III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 167,649 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
167,649 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,649 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.93%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 6 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MSCP III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 189,528 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
189,528 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
189,528 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.05%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 7 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Capital Partners III, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 189,528 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
189,528 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
189,528 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.05%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 8 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MSCP III 892 Investors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 17,164 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
17,164 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,164 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.09%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 9 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Capital Investors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 4,715 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
4,715 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,715 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 10 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George K. Baum Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
5 SOLE VOTING POWER
94,615 shares
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 71
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
94,615 shares
8 SHARED DISPOSITIVE POWER
71
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,686 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.52%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 11 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
G. Kenneth Baum
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
15,094 shares
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 94,686 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
15,094 shares
8 SHARED DISPOSITIVE POWER
94,686 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,780 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.61%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 12 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George K. Baum Capital Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 13 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GKB Private Investment Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 14 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George K. Baum Employee Equity Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 15 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GKB Equity, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
5 SOLE VOTING POWER
223 shares
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
223 shares
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.001%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 16 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George K. Baum Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
1,093 shares
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 71 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
1,093 shares
8 SHARED DISPOSITIVE POWER
71 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,164 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.006%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 17 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jonathan E. Baum
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
4,902 shares
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 3,647 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
4,902 shares
8 SHARED DISPOSITIVE POWER
3,647 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,549 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.05%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 18 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citicorp Venture Capital, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 890,195 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
890,195 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
890,195 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.92%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 19 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citibank, N.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
National Association
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 890,195 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
890,195 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
890,195 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.92%
12 TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 20 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citicorp
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 890,195 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
890,195 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
890,195 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.92%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 21 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JSS Management Company, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 27,441 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
27,441 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,441 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.15%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 22 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William T. Webster as custodian for William T. Webster, Jr.
under the Missouri Uniform Transfers to Minors Law
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 23 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William T. Webster as custodian for Aubrey A. Webster
under the Missouri Uniform Transfers to Minor Law
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 24 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William T. Webster as custodian for Samuel Timothy Webster
under the Missouri Uniform Transfers to Minors Law
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 25 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kirstin D. Webster and James A. Heeter, Co-Trustees
under The Timothy S. Webster Family Gift Trust of 1996,
dated September 27, 1996
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
5 SOLE VOTING POWER
12,675 shares
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
12,675 shares
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,675 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.07%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 26 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William T. Webster
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 27 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Julie D. Webster
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 28 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Horst W. Schroeder
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
5 SOLE VOTING POWER
592,079 shares
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
592,079 shares
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
592,079 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.27%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 29 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anna Catherine Webster
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 30 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ernest Jack Webster, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Unites States of America
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 31 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David B. Potter
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
36,510 shares
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
36,510 shares
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,510 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.20%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 32 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Timothy S. Webster
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
360,818 shares
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
360,818 shares
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,818 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.00%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 33 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David E. Watson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
125,714 shares
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
125,714 shares
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,714 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.70%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 34 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Darrel E. Bailey
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
68,170 shares
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
68,170 shares
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,170 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.38%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 35 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norman F. Abreo
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
58,498 shares
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
58,498 shares
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,498 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.32%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 36 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Isabel A. Lange
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 37 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bernd H. Schroeder
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 38 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gisela I. Schroeder, Trustee
of the Living Trust of Gisela I. Schroeder U/T/I dated May 24, 1985
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
South Carolina
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 39 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thompson Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 179,894 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
179,894 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,894 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.00%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 40 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thompson Holdings, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 179,894 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
179,894 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,894 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.00%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 41 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard C. Thompson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 230,798 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
230,798 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,798 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.28%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 42 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James A. Schlindwein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 25,625 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
25,625 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,625 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.14%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 43 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Suzanne S. Schlindwein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 7,119 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
7,119 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,119 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.04%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 44 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Horst W. Schroeder, Trustee
of the Living Trust of Horst W. Schroeder, dated May 24, 1985,
or successor trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
South Carolina
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 45 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jerry Dear
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
4,747 shares
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
4,747 shares
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,747 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 46 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel R. Keller
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
3,563 shares
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
3,563 shares
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,563 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.02%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 47 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mike Willhoite
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
6,175 shares
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
6,175 shares
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,175 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [X]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 48 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CCT Partners III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 157,103 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
157,103 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,103 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [X]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.87%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 49 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CCT I Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 157,103 shares
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
157,103 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,103 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.87%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 50 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Phillip A. Dibble
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 02707010 Page 51 of 82 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Phyllis Kruse Dibble
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer.
The name of the issuer is American Italian Pasta Company (the "Company").
Item 1(b). Address of Issuer's Principal Executive Office.
American Italian Pasta Company
1000 Italian Way
Excelsior Springs, Missouri 64024
Item 2(a). Name of Person Filing.
This statement is filed on behalf of the persons identified in Item 4
below. In accordance with Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), each person filing this
statement acknowledges that it is responsible for the completeness and
accuracy of the information concerning that person but is not responsible
for the completeness or accuracy of the information concerning the other
persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Item 2(b). Address of Principal Business Office or, if None, Residence.
The address of the principal business office of each of The Morgan Stanley
Leveraged Equity Fund II, L.P., Morgan Stanley Leveraged Equity Fund II, Inc.,
Morgan Stanley Capital Partners III, L.P., MSCP III, L.P., Morgan Stanley
Capital Partners III, Inc., MSCP III 892 Investors, L.P. and Morgan Stanley
Capital Investors, L.P. is 1221 Avenue of the Americas, New York, New York
10020.
The address of the principal business office of Morgan Stanley Dean Witter
& Co. is 1585 Broadway, New York, New York 10036.
The address of the principal business office of each of George K. Baum
Group, Inc., G. Kenneth Baum, George K. Baum Capital Partners, L.P., GKB Private
Investment Partners, LLC, George K. Baum Employee Equity Fund, L.P., GKB Equity,
Inc., George K. Baum Holdings, Inc. and Jonathan E. Baum is 120 West 12th
Street, Suite 800, Kansas City, Missouri 64105.
The address of the principal business office of each of Citicorp Venture
Capital, Ltd., CCT Partners III, L.P. and CCT I Corporation is 399 Park Avenue,
14th Floor, New York, New York 10043.
The address of the principal business of each of Citibank, N.A. and
Citicorp is 153 East 53rd Street, New York, New York 10043.
The address of the principal business office of each of JSS Management
Company, Ltd., James A. Schlindwein and Suzanne S. Schlindwein is 9165 Briar
Forest, Houston, Texas 77024.
The address of each of William T. Webster as custodian for William T.
Webster, Jr. under the Missouri Uniform Transfers to Minors Law, William T.
Webster as custodian for Aubrey A. Webster under the Missouri Uniform Transfers
to Minor Law, William T. Webster as custodian for Samuel Timothy Webster under
the Missouri Uniform Transfers to Minors Law, Kirstin D. Webster and James A.
Heeter, Co-Trustees under The Timothy S. Webster Family Gift Trust of 1996,
dated September 27, 1996, William T. Webster, Julie D. Webster, Anna Catherine
Webster, Ernest Jack Webster, Jr., David B. Potter, Timothy S. Webster, David E.
Watson, Darrel E. Bailey, Norman F. Abreo, Jerry Dear, Mike Willhoite, Phillip
A. Dibble and Phyllis Kruse Dibble is c/o American Italian Pasta Company, 1000
Italian Way, Excelsior Springs, Missouri 64024.
The address of each of Horst W. Schroeder, Isabel A. Lange, Bernd H.
Schroeder, Gisela I. Schroeder, Trustee of the Living Trust of Gisela I.
Schroeder U/T/I dated May 24, 1985 and Horst W. Schroeder, Trustee of the Living
Trust of Horst W. Schroeder, dated May 24, 1985, or successor trustee, is 40
Wexford on the Green, Hilton Head, South Carolina 29928.
The address of the principal business office of each of Thompson Holdings,
Inc., Thompson Holdings, L.P. and Richard C. Thompson is Thompson's Nutritional
Technology, Inc., 16 Kansas Avenue, Kansas City, Kansas 66105.
The address of the residence of Daniel R. Keller is 14 Dodge Place, Grosse
Pointe, Michigan 48230.
Item 2(c). Citizenship.
Each of persons filing this statement is a United States citizen, a
corporation, limited partnership or limited liability company organized under
the laws of a state of the United States or a trust created or governed under
the laws of a state of the United States, except as noted below.
Each of Horst W. Schroeder, Isabel A. Lange and Bernd H. Schroeder is a
citizen of Germany.
Item 2(d). Title of Class of Securities.
This statement relates to the Company's Class A Convertible Common Stock,
par value $.001 per share (the "Class A Shares").
Item 2(e). CUSIP Number.
The Company's CUSIP number is 02707010.
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b)
or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act,
(e) [ ] Investment Advisor registered under Section 203 of the
Investment Advisors Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Fund which is now subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(1)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not applicable.
Item 4. Ownership.
If the percent of the class owned, as of December 31 of the year covered
by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
(a), (b) and (c)
Certain stockholders of the Company and the Company entered into the
Amended and Restated Shareholders' Agreement dated as of October 6, 1997 (the
"Original Shareholders Agreement") which contained provisions regarding, among
other things, restrictions on transferability and voting of the Company's Class
A Shares and certain agreements as to sales or other dispositions of the
Company's Class A Shares. Accordingly, the parties to the Original Shareholders
Agreement and certain of their affiliates filed jointly the Schedule 13G dated
February 13, 1998.
The Original Shareholders Agreement was amended and restated as of April
7, 1998 (the "Amended Shareholders Agreement") to delete certain provisions
regarding, among other things, restrictions on transferability and certain
agreements as to sales or other dispositions of the Company's Class A Shares and
to amend the provisions regarding voting of the Company's Class A Shares. The
provisions contained in the Amended Shareholders Agreement regarding voting of
the Company's Class A Shares were irrevocably waived on May 5, 1998. As a
result, as of May 5, 1998, the parties to the Amended Shareholders Agreement and
certain of their affiliates were no longer deemed to be members of a "group" for
the purposes of Sections 13(d) or 13(g) of the Exchange Act. All further filings
with respect to the Company's Class A Shares will be filed, if required, by
members of the dissolved group in their individual capacity.
The filing of this statement should not be construed as an admission by
any person that such person is, for purposes of Section 13(d) or 13(g) of the
Exchange Act, the beneficial owner of any securities covered by this statement,
other than the securities set forth opposite such person's name in the table
below. The table below indicates the beneficial ownership of Class A Shares as
of December 31, 1998 of the persons filing this statement.
In its Form 10-K for the fiscal year ended October 2, 1998, the Company
reported that as of December 10, 1998, 18,086,775 Class A Shares were
outstanding. The Reporting Persons, in the aggregate, beneficially own 3,361,529
Class A Shares. The Class A Shares beneficially owned by the Reporting Persons,
in the aggregate, represent 18.6% of the outstanding Class A Shares.
<TABLE>
<CAPTION>
(iii) (iv)
(i) (ii) Deemed to have Deemed to have
Deemed to have Deemed to have Sole Power to Shared Power to Beneficial
Sole Power to Shared Power to Dispose or to Dispose or to Ownership
Vote or to Vote or to Direct the Direct the at December 31, Percent of
Direct the Vote Direct the Vote Disposition Disposition 1998 Class
--------------- --------------- ------------- --------------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
The Morgan Stanley
Leveraged Equity
Fund II, L.P. -0- 446,442 -0- 446,442 446,442 2.47%
Morgan Stanley
Leveraged Equity
Fund II, Inc. (1) -0- 446,442 -0- 446,442 446,442 2.47
Morgan Stanley Dean
Witter & Co. (2) -0- 635,970 -0- 635,970 635,970 3.52
Morgan Stanley
Capital Partners III,
L.P. -0- 167,649 -0- 167,649 167,649 0.93
MSCP III, L.P. (1) -0- 189,528 -0- 189,528 189,528 1.05
Morgan Stanley
Capital Partners III,
Inc. (1) -0- 189,528 -0- 189,528 189,528 1.05
MSCP III 892
Investors, L.P. -0- 17,164 -0- 17,164 17,164 0.09
Morgan Stanley
Capital Investors,
L.P. -0- 4,715 -0- 4,715 4,715 0.03
George K. Baum
Group, Inc. (22) 94,615 71 94,615 71 94,686 0.52
G. Kenneth Baum (3) 15,094 94,686 15,094 94,686 109,780 0.61
George K. Baum
Capital Partners, L.P. -0- -0- -0- -0- -0- -0-
GKB Private
Investment Partners,
LLC -0- -0- -0- -0- -0- -0-
George K. Baum
Employee Equity
Fund, L.P. -0- -0- -0- -0- -0- -0-
GKB Equity, Inc. (4) 223 -0- 223 -0- 223 0.001
George K. Baum
Holdings, Inc. (4) 1,093 71 1,093 71 1,164 0.006
Jonathan E. Baum (5) 4,902 3,647 4,902 3,647 8,549 0.05
Citicorp Venture
Capital, Ltd. (6)(7) -0- 890,195 -0- 890,195 890,195 4.92
Citicorp, N.A. (7) -0- 890,195 -0- 890,195 890,195 4.92
Citicorp (7) -0- 890,195 -0- 890,195 890,195 4.92
JSS Management
Company, Ltd. (8) -0- 27,441 -0- 27,441 27,441 0.15
William T. Webster
as custodian for
William T. Webster,
Jr. under the Missouri
Uniform Transfers to
Minors Law (9) -0- -0- -0- -0- -0- -0-
William T. Webster
as custodian for
Aubrey A. Webster
under the Missouri
Uniform Transfers to
Minor Law (9) -0- -0- -0- -0- -0- -0-
William T. Webster
as custodian for
Samuel Timothy
Webster under the
Missouri Uniform
Transfers to Minors
Law (9) -0- -0- -0- -0- -0- -0-
Kirstin D. Webster
and James A. Heeter,
Co-Trustees under
The Timothy S.
Webster Family Gift
Trust of 1996, dated
September 27, 1996
(9) 12,675 -0- 12,675 -0- 12,675 0.07%
William T. Webster
(9) -0- -0- -0- -0- -0- -0-
Julie D. Webster (9) -0- -0- -0- -0- -0- -0-
Horst W. Schroeder
(10)(11) 592,079 -0- 592,079 -0- 592,079 3.27
Anna Catherine
Webster (9) -0- -0- -0- -0- -0- -0-
Ernest Jack Webster,
Jr. (9) -0- -0- -0- -0- -0- -0-
David B. Potter (12) 36,510 -0- 36,510 -0- 36,510 0.20
Timothy S. Webster
(9)(13)(23) 360,818 -0- 360,818 -0- 360,818 2.00
David E. Watson (14) 125,714 -0- 125,714 -0- 125,714 0.70
Darrel E. Bailey (15) 68,170 -0- 68,170 -0- 68,170 0.38
Norman F. Abreo
(16) 58,498 -0- 58,498 -0- 58,498 0.32
Isabel A. Lange (10) -0- -0- -0- -0- -0- -0-
Bernd H. Schroeder
(10) -0- -0- -0- -0- -0- -0-
Gisela I. Schroeder,
Trustee of the Living
Trust of Gisela I.
Schroeder U/T/I dated
May 24, 1985 (10) -0- -0- -0- -0- -0- -0-
Thompson Holdings,
Inc. (17) -0- 179,894 -0- 179,894 179,894 1.00
Thompson Holdings,
L.P. -0- 179,894 -0- 179,894 179,894 1.00
Richard C. Thompson
(18) -0- 230,798 -0- 230,798 230,798 1.28
James A. Schlindwein
(8) -0- 25,625 -0- 25,625 25,625 0.14
Suzanne S.
Schlindwein (8) -0- 7,119 -0- 7,119 7,119 0.04
Horst W. Schroeder,
Trustee of the Living
Trust of Horst W.
Schroeder, dated May
24, 1985, or
successor trustee (10) -0- -0- -0- -0- -0- -0-
Jerry Dear (19) 4,747 -0- 4,747 -0- 4,747 0.03
Daniel R. Keller 3,563 -0- 3,563 -0- 3,563 0.02
Mike Willhoite (20) 6,175 -0- 6,175 -0- 6,175 0.03
CCT Partners III,
L.P. -0- 157,103 -0- 157,103 157,103 0.87
CCT I Corporation
(21) -0- 157,103 -0- 157,103 157,103 0.87
Phillip A. Dibble (9) -0- -0- -0- -0- -0- -0-
Phyllis Kruse Dibble
(9) -0- -0- -0- -0- -0- -0-
</TABLE>
- ----------
(1) The general partner of The Morgan Stanley Leveraged Fund II, L.P. is
Morgan Stanley Leveraged Equity Fund II, Inc., a wholly-owned subsidiary of
Morgan Stanley Dean Witter & Co. The general partner of each of Morgan
Stanley Capital Partners III, L.P., MSCP III 892 Investors, L.P. and Morgan
Stanley Capital Investors, L.P. is MSCP III, L.P. The general partner of MSCP
III, L.P. is Morgan Stanley Capital Partners III, Inc., also a wholly-owned
subsidiary of Morgan Stanley Dean Witter & Co.
(2) Includes Class A Shares beneficially owned by The Morgan Stanley
Leveraged Equity Fund II, L.P., Morgan Stanley Capital Partners III, L.P.,
MSCP III 892 Investors, L.P. and Morgan Stanley Capital Investors, L.P.
Morgan Stanley Dean Witter & Co. may be deemed to have shared voting and
dispositive power with respect to any Class A Shares beneficially held by each
of the entities listed in the preceding sentence.
(3) G. Kenneth Baum is a controlling shareholder of George K. Baum
Group, Inc. and may be deemed to have shared voting and dispositive power with
respect to any Class A Shares beneficially held by George K. Baum Group, Inc.
Also includes Class A Shares beneficially owned by Grandchild, L.P. of which
G. Kenneth Baum, as trustee of the G. Kenneth Baum Revocable Trust, is the
general partner. Except to the extent of his indirect beneficial ownership of
Grandchild, L.P., Mr. Baum disclaims beneficial ownership of the Class A
Shares held by Grandchild, L.P.
(4) George K. Baum Holdings, Inc. is the sole stockholder of GKB
Equity, Inc. and, as such may be deemed to have sole voting and dispositive
power with respect to the shares held by GKB Equity, Inc. George K. Baum
Holdings, Inc. also owns a 50% interest in George K. Baum Merchant Banc,
L.L.C. and as a result may be deemed to have shared voting and investment
power with respect to the shares held by George K. Baum Merchant Banc, L.L.C.
(5) Includes Class A Shares beneficially owned by George K. Baum
Holdings, Inc. ("Holdings"). Jonathan Baum is the sole stockholder of
Holdings. Also includes Class A Shares beneficially owned by GKB Equity,
Inc., which is a wholly-owned subsidiary of Holdings. Also includes Class A
Shares beneficially owned by George K. Baum Merchant Banc, L.L.C. ("Merchant
Banc"), a limited liability company in which Holdings owns a 50% ownership
interest. Also includes Class A Shares beneficially owned by Mr. Baum's wife,
both individually and as custodian for their minor children. Also includes
Class A Shares beneficially owned by Grandchild, L.P., a limited partnership
in which Mr. Baum is a limited partner as custodian for each of his minor
children. Except to the extent of his indirect beneficial ownership of
Merchant Banc, Mr. Baum disclaims beneficial ownership of the Class A Shares
held by Merchant Banc, his wife and on behalf of his minor children.
(6) Citicorp Venture Capital, Ltd. is an affiliate of CCT Partners III,
L.P. and may be deemed to have shared voting and dispositive power with
respect to any Class A Shares beneficially held by CCT Partners III, L.P.
(7) Citicorp Venture Capital, Ltd. is a wholly-owned subsidiary of
Citibank, N.A., which is a wholly-owned subsidiary of Citicorp. Citicorp may
be deemed to have shared voting and dispositive power with respect to any
Class A Shares beneficially held by Citicorp Venture Capital, Ltd.
(8) JSS Management Company Ltd., James A. Schlindwein and Suzanne S.
Schlindwein may be deemed to have shared voting and dispositive power with
respect to any Class A Shares beneficially held by each of them.
(9) Timothy S. Webster has been irrevocably constituted and appointed as
proxy, an agent and attorney-in-fact for and in the name and place of each of
William T. Webster as custodian for William T. Webster, Jr. under the Missouri
Uniform Transfers to Minors Law, William T. Webster as custodian for Aubrey A.
Webster under the Missouri Uniform Transfers to Minor Law, William T. Webster
as custodian for Samuel Timothy Webster under the Missouri Uniform Transfers
to Minors Law, Kirstin D. Webster and James A. Heeter, Co-Trustees under The
Timothy S. Webster Family Gift Trust of 1996, dated September 27, 1996,
William T. Webster, Julie D. Webster, Anna Catherine Webster, Ernest Jack
Webster, Jr., Phillip S. Dibble and Phyllis Kruse Dibble pursuant to a Proxy
and Durable Power of Attorney for each of the entities and individuals listed
in this sentence. Mr. Webster has exclusive voting and dispositive power with
respect to any Class A Shares held in the name of each of the entities and
individuals listed in the preceding sentence.
(10) Horst W. Schroeder has been irrevocably constituted and appointed
as proxy, an agent and attorney-in-fact for and in the name and place of each
of Isabel A. Lange, Bernd H. Schroeder and Gisela I. Schroeder, Trustee of the
Living Trust of Gisela I. Schroeder U/T/I dated May 24, 1985 pursuant to a
Proxy and Durable Power of Attorney for each of the entities and individuals
listed in this sentence. Mr. Schroeder is also the trustee of the Living
Trust of Horst W. Schroeder, dated May 24, 1985, or successor trustee. Mr.
Schroeder has exclusive voting and dispositive power with respect to any Class
A Shares held in the name of each of the entities and individuals listed in
the preceding two sentences.
(11) Includes 463,608 stock options under the Company's 1992
Non-Qualified Stock Option Plan that have vested or will vest during the
60-day period after December 31, 1998.
(12) Includes 21,462 stock options under the Company's 1992
Non-Qualified Stock Option Plan that have vested or will vest during the
60-day period after December 31, 1998.
(13) Includes 336,367 stock options under the Company's 1992
Non-Qualified Stock Option Plan that have vested or will vest during the
60-day period after December 31, 1998.
(14) Includes 75,092 stock options under the Company's 1992
Non-Qualified Stock Option Plan that have vested or will vest during the
60-day period after December 31, 1998.
(15) Includes 45,193 stock options under the Company's 1992
Non-Qualified Stock Option Plan that have vested or will vest during the
60-day period after December 31, 1998.
(16) Includes 51,281 stock options under the Company's 1992
Non-Qualified Stock Option Plan that have vested or will vest during the
60-day period after December 31, 1998.
(17) Thompson Holdings, Inc. is the general partner of Thompson
Holdings, L.P. Richard C. Thompson is the only limited partner of Thompson
Holdings, Inc, and the president and sole stockholder of Thompson Holdings,
Inc. Thompson Holdings, Inc., Thompson Holdings, L.P. and Richard C. Thompson
may be deemed to have shared voting and dispositive power with respect to any
Class A Shares beneficially held by each of them.
(18) Includes Class A Shares beneficially owned by Thompson Holdings,
L.P. Richard C. Thompson is the only limited partner of Thompson Holdings,
Inc. and the president and sole stockholder of Thompson Holdings, Inc. Mr.
Thompson may be deemed to have shared voting and dispositive power with
respect to any Class A Shares beneficially held by Thompson Holdings, L.P.
(19) Includes 3,680 stock options under the Company's 1992 Non-Qualified
Stock Option Plan and the Company's 1993 Non-Qualified Stock Option Plan that
have vested or will vest during the 60-day period after December 31, 1998.
(20) Includes 4,752 stock options under the Company's 1992 Non-Qualified
Stock Option Plan that have vested or will vest during the 60-day period after
December 31, 1998.
(21) CCT I Corporation is the general partner of CCT Partners III, L.P.
may be deemed to have shared voting and dispositive power with respect to any
Class A Shares beneficially held by CCT Partners III, L.P.
(22) George K. Baum Group, Inc. is the general partner of Group
Partners, L.P. and as a result may be deemed to have sole voting and
investment power with respect to any Class A Shares beneficially held by such
entity. George K. Baum Group, Inc. also owns a 50% interest in George K. Baum
Merchant Banc, L.L.C. and as a result may be deemed to have shared voting and
investment power with respect to any Class A Shares beneficially held by such
entity.
(23) Includes 5,365 Class A Shares beneficially owned by Mr. Webster's
wife, individually. Except to the extent of his indirect beneficial
ownership, Mr. Webster disclaims beneficial ownership of the Class A Shares
held by Mrs. Webster.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. [X]
As described in Item 4 above, the stockholders identified in Exhibit 1 are
no longer deemed to be members of a "group" for the purposes of Section 13 of
the Exchange Act.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Exhibit 1. As described in Item 4 above, the stockholders identified
in Exhibit 1 are no longer deemed to be members of a "group" for the purposes of
Section 13 of the Exchange Act.
Item 9. Notice of Dissolution of Group.
See Item 4.
Item 10. Certification.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: February 11, 1999
MORGAN STANLEY CAPITAL PARTNERS III,
INC.
For each of
The Morgan Stanley Leveraged Equity
Fund II, L.P.
Morgan Stanley Leveraged Equity Fund II, Inc.
Morgan Stanley Dean Witter & Co.
Morgan Stanley Capital Partners III, L.P.
MSCP III, L.P.
Morgan Stanley Capital Partners III, Inc.
MSCP III 892 Investors, L.P.
Morgan Stanley Capital Investors, L.P.
George K. Baum Group, Inc.
G. Kenneth Baum
George K. Baum Capital Partners, L.P.
GKB Private Investment Partners, LLC
George K. Baum Employee Equity Fund, L.P.
GKB Equity, Inc.
George K. Baum Holdings, Inc.
Jonathan E. Baum
Citicorp Venture Capital, Ltd.
Citibank, N.A.
Citicorp
JSS Management Company, Ltd.
William T. Webster as custodian for
William T. Webster, Jr. under the
Missouri Uniform Transfers to Minors Law
William T. Webster as custodian for
Aubrey A. Webster under the Missouri
Uniform Transfers to Minor Law
William T. Webster as custodian for
Samuel Timothy Webster under the Missouri
Uniform Transfers to Minors Law
Kirstin D. Webster and James A. Heeter,
Co-Trustees under The Timothy S. Webster
Family Gift Trust of 1996, dated
September 27, 1996
William T. Webster
Julie D. Webster
Horst W. Schroeder
Anna Catherine Webster
Ernest Jack Webster, Jr.
David B. Potter
Timothy S. Webster
David E. Watson
Darrel E. Bailey
Norman F. Abreo
Isabel A. Lange
Bernd H. Schroeder
Gisela I. Schroeder, Trustee of the
Living Trust of Gisela I. Schroeder U/T/I
dated May 24, 1985
Thompson Holdings, Inc.
Thompson Holdings, L.P.
Richard C. Thompson
James A. Schlindwein
Suzanne S. Schlindwein
Horst W. Schroeder, Trustee of the
Living Trust of Horst W. Schroeder, dated
May 24, 1985, or successor trustee
Jerry Dear
Daniel R. Keller
Mike Willhoite
CCT Partners III, L.P.
CCT I Corporation
Phillip A. Dibble
Phyllis Kruse Dibble
By: /s/ Carole Schiffman
------------------------
Name: Carole Schiffman
Title: Attorney-in-Fact
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
Exhibit Index
Page
Exhibit 99.1 - Members of Former Group.....................................62
Exhibit 99.2 - Joint Reporting Agreement...................................64
Exhibit 99.3 - Power of Attorney...........................................74
EXHIBIT 99.1
Pursuant to Item 8, the members of the former group that have filed this
Schedule 13G pursuant to Rule 13d-1(d) are:
The Morgan Stanley Leveraged Equity Fund II, L.P.
Morgan Stanley Leveraged Equity Fund II, Inc.
Morgan Stanley Dean Witter & Co.
Morgan Stanley Capital Partners III, L.P.
MSCP III, L.P.
Morgan Stanley Capital Partners III, Inc.
MSCP III 892 Investors, L.P.
Morgan Stanley Capital Investors, L.P.
George K. Baum Group, Inc.
G. Kenneth Baum
George K. Baum Capital Partners, L.P.
GKB Private Investment Partners, LLC
George K. Baum Employee Equity Fund, L.P.
GKB Equity, Inc.
George K. Baum Holdings, Inc.
Jonathan E. Baum
Citicorp Venture Capital, Ltd.
Citibank, N.A.
Citicorp
JSS Management Company, Ltd.
William T. Webster as custodian for William T. Webster, Jr.
under the Missouri Uniform Transfers to Minors Law
William T. Webster as custodian for Aubrey A. Webster
under the Missouri Uniform Transfers to Minor Law
William T. Webster as custodian for Samuel Timothy Webster
under the Missouri Uniform Transfers to Minors Law
Kirstin D. Webster and James A. Heeter, Co-Trustees
under The Timothy S. Webster Family Gift Trust of 1996, dated September 27,
1996
William T. Webster
Julie D. Webster
Horst W. Schroeder
Anna Catherine Webster
Ernest Jack Webster, Jr.
David B. Potter
Timothy S. Webster
David E. Watson
Darrel E. Bailey
Norman F. Abreo
Isabel A. Lange
Bernd H. Schroeder
Gisela I. Schroeder, Trustee of the Living Trust of Gisela I. Schroeder U/T/I
dated May 24, 1985
Thompson Holdings, Inc.
Thompson Holdings, L.P.
Richard C. Thompson
James A. Schlindwein
Suzanne S. Schlindwein
Horst W. Schroeder, Trustee of the Living Trust of
Horst W. Schroeder, dated May 24, 1985, or successor trustee
Jerry Dear
Daniel R. Keller
Mike Willhoite
CCT Partners III, L.P.
CCT I Corporation
Phillip A. Dibble
Phyllis Kruse Dibble
Exhibit 99.2
JOINT REPORTING AGREEMENT
In consideration of the mutual covenants herein contained, each of the
parties hereto represents to and agrees with the other parties as follows:
1. Such party is eligible to file a statement on Schedule 13G under the
Securities Exchange Act of 1934, as amended, pertaining to the Class A
Convertible Common Stock, par value $.001 per share ("Class A Common Stock"),
of the American Italian Pasta Company.
2. Such party is responsible for timely filing of such statement and any
amendments thereto, and for the completeness and accuracy of the information
concerning such party contained therein; provided that no such party is
responsible for the completeness or accuracy of the information concerning the
other parties making the filing, unless such party knows or has reason to
believe that such information is inaccurate.
3. Such party agrees that such statement is prepared and filed by Morgan
Stanley Capital Partners ("MSCP") by and on behalf of each such party and that
any amendment thereto will be filed on behalf of each such party.
4. Such party agrees to notify Peter Vogelsang (at 212-762-8422),
immediately upon the occurrence of any event which will result in an increase
or decrease in the percentage of Class A Common Stock beneficially owned by
such party.
5. Such party hereby indemnifies each other party hereto and the
affiliates of such other party (each, an "Indemnified Person") against and
agrees to hold each of them harmless from any and all damage, loss, liability
and expense (including without limitation reasonable expenses of investigation
and reasonable attorneys' fees and expenses) in connection with any action,
suit or proceeding incurred or suffered by any Indemnified Person arising out
of (i) any breach of any of the obligations of such party set forth herein or
(ii) the failure of such party to provide complete and accurate information
for inclusion in such statement.
6. Such party agrees to promptly reimburse MSCP for such party's Pro
Rata Portion of MSCP's out of pocket fees and expenses incurred in connection
with the preparation and filing of such statement and any amendment thereto
(the "Expenses"). In furtherance of the foregoing, such party hereby
authorizes MSCP to direct the underwriters in any underwritten offering of
shares of Class A Common Stock owned by such party to deliver directly to MSCP
or its designee a portion of the net proceeds from the sale of the shares of
such party equal to such party's Pro Rata Portion of such Expenses. As used
herein, "Pro Rata Portion" of Expenses with respect to such statement or any
amendment thereto means, with respect to any party, a fraction, the numerator
of which is equal to the number of shares of Class A Common Stock that are
owned of record by such party and reported on such statement or amendment, as
the case may be, and the denominator of which is equal to the number of shares
of Class A Common Stock reported on such statement or amendment, as the case
may be, as beneficially owned by the filing group.
This agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original instrument, but all of such
counterparts taken together shall constitute but one agreement.
Dated: October 6, 1997
MORGAN STANLEY LEVERAGED
EQUITY FUND II, L.P.
By: Morgan Stanley Leveraged Equity Fund II, Inc.,
as General Partner
By: /s/ Peter R. Vogelsang
-------------------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY LEVERAGED
EQUITY FUND II, INC.
By: /s/ Peter R. Vogelsang
-------------------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY DEAN WITTER
& CO.
By: /s/ Peter R. Vogelsang
-------------------------------------------
Name: Peter R. Vogelsang
Title: Authorized Signatory
MORGAN STANLEY CAPITAL
PARTNERS III, L.P.
By: MSCP III, L.P.
as General Partner
By: Morgan Stanley Capital Partners III, Inc.,
as General Partner
By: /s/ Peter R. Vogelsang
-------------------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MSCP III, L.P.
By: Morgan Stanley Capital Partners III, Inc.,
as General Partner
By: /s/ Peter R. Vogelsang
-------------------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY CAPITAL PARTNERS III, INC.
By: /s/ Peter R. Vogelsang
-------------------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MSCP III 892 INVESTORS, L.P.
By: MSCP III, L.P.
as General Partner
By: Morgan Stanley Capital Partners III, Inc.,
as General Partner
By: /s/ Peter R. Vogelsang
-------------------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY CAPITAL INVESTORS, L.P.
By: MSCP III, L.P.
as General Partner
By: Morgan Stanley Capital Partners III, Inc.,
as General Partner
By: /s/ Peter R. Vogelsang
-------------------------------------------
Name: Peter R. Vogelsang
Title: Secretary
GEORGE K. BAUM GROUP, INC.
By: /s/ William D. Thomas
-------------------------------------------
Name: William D. Thomas
Title: President
GKB PRIVATE INVESTMENT PARTNERS, L.L.C.
as Nominee for:
GEORGE K. BAUM CAPITAL PARTNERS, L.P.
By: /s/ William D. Thomas
-------------------------------------------
Name: William D. Thomas
Title: Senior Managing Director
GKB PRIVATE INVESTMENT PARTNERS, L.L.C.
as Nominee for:
GEORGE K. BAUM EMPLOYEE EQUITY FUND, L.P.
By: /s/ William D. Thomas
-------------------------------------------
Name: William D. Thomas
Title: Senior Managing Director
EXCELSIOR INVESTORS, L.L.C.
By: George K. Baum Merchant Banc, LLC,
its Manager
By: /s/ William D. Thomas
-------------------------------------------
Name: William D. Thomas
Title: Senior Managing Director
CITICORP VENTURE CAPITAL, LTD.
By: /s/ D.Y. Howe
-------------------------------------------
Name: D.Y. Howe
Title: Vice President
JSS MANAGEMENT COMPANY LTD.
By: /s/ James A. Schlindwein
-------------------------------------------
Name: James A. Schlindwein
Title: General Partner
WILLIAM T. WEBSTER,
as custodian for William T. Webster, Jr.
under the Missouri Uniform Transfers to Minors Law
By: /s/ T. S. Webster
-------------------------------------------
Name: Timothy S. Webster
Title: Attorney-in-Fact
WILLIAM T. WEBSTER,
as custodian for Aubrey A. Webster, Jr.
under the Missouri Uniform Transfers to Minors Law
By: /s/ T. S. Webster
-------------------------------------------
Name: Timothy S. Webster
Title: Attorney-in-Fact
KIRSTIN D. WEBSTER AND JAMES A. HEETER,
co-trustees under the Timothy S. Webster
Family Gift Trust of 1996, dated September 27, 1996
By: /s/ T. S. Webster
-------------------------------------------
Name: Timothy S. Webster
Title: Attorney-in-Fact
WILLIAM T. WEBSTER
By: /s/ T. S. Webster
-------------------------------------------
Name: Timothy S. Webster
Title: Attorney-in-Fact
JULIE D. WEBSTER
By: /s/ T. S. Webster
-------------------------------------------
Name: Timothy S. Webster
Title: Attorney-in-Fact
/s/ Horst Schroeder
-------------------------------------------
HORST W. SCHROEDER
ANNA CATHERINE WEBSTER
By: /s/ T. S. Webster
-------------------------------------------
Name: Timothy S. Webster
Title: Attorney-in-Fact
ERNEST JACK WEBSTER, JR.
By: /s/ T. S. Webster
-------------------------------------------
Name: Timothy S. Webster
Title: Attorney-in-Fact
/s/ David B. Potter
----------------------------------------------
DAVID B. POTTER
/s/ T. S. Webster
----------------------------------------------
TIMOTHY S. WEBSTER
/s/ David E. Watson
----------------------------------------------
DAVID E. WATSON
/s/ Darrel E. Bailey
----------------------------------------------
DARREL BAILEY
/s/ Norman Abreo
----------------------------------------------
NORMAN F. ABREO
/s/ Horst Schroeder
----------------------------------------------
For: ISABEL A. LANGE
/s/ Horst Schroeder
----------------------------------------------
For: BERND H. SCHROEDER
/s/ Horst Schroeder
----------------------------------------------
For: GISELA I. SCHROEDER,
Trustee of the Living Trust of
Gisela I. Schroeder U/T/I dated May 24, 1985
THOMPSON HOLDINGS, INC.
By: /s/ R. Thompson
-------------------------------------------
Name: Richard C. Thompson
Title: President
THOMPSON HOLDINGS, L.P.
By: Thompson Holdings Inc., as General Partner
By: /s/ R. Thompson
-------------------------------------------
Name: Richard C. Thompson
Title: President
/s/ R. Thompson
----------------------------------------------
RICHARD C. THOMPSON
/s/ James A. Schlindwein
----------------------------------------------
JAMES A. SCHLINDWEIN
/s/ Suzanne S. Schlindwein
----------------------------------------------
SUZANNE S. SCHLINDWEIN
HORST W. SCHROEDER,
Trustee of the Living Trust of
Horst W. Schroeder, dated May 24, 1985,
or successor trustee
By: /s/ Horst W. Schroeder
-------------------------
Name: Horst W. Schroeder
Title: Trustee
/s/ Jerry Dear
----------------------------------------------
JERRY DEAR
/s/ Daniel Keller
----------------------------------------------
DANIEL KELLER
/s/ Mike Willhoite
----------------------------------------------
MIKE WILLHOITE
CCT PARTNERS III, L.P.
By: CCT I Corporation
as General Partner
By: /s/ Thomas H. Sanders
---------------------------------
Name: Thomas H. Sanders
Title: Secretary,
CCT I Corporation
399P/14th Fl. Zn. 4
WILLIAM T. WEBSTER,
as custodian for Samuel Timothy Webster
under the Missouri Uniform Transfers to Minors Law
By: /s/ Timothy S. Webster
---------------------------------
Name: Timothy S. Webster
Title: Attorney-in-Fact
/s/ Timothy S. Webster
----------------------------------------------
PHILLIP A. DIBBLE
/s/ Timothy S. Webster
----------------------------------------------
PHYLLIS KRUSE DIBBLE
/s/ G. Kenneth Baum
----------------------------------------------
G. KENNETH BAUM
GKB PRIVATE INVESTMENT PARTNERS LLC
By: /s/ William D. Thomas
---------------------------------
Name: William D. Thomas
Title: Senior Managing Director
GKB EQUITY, INC.
By: /s/ Jonathan E. Baum
---------------------------------
Name: Jonathan E. Baum
Title: President
GEORGE K. BAUM HOLDINGS, INC.
By: /s/ Jonathan E. Baum
---------------------------------
Name: Jonathan E. Baum
Title: President
/s/ Jonathan E. Baum
-----------------------------------
JONATHAN E. BAUM
CITIBANK, N.A.
By: /s/ George Seegers
---------------------------------
Name: George Seegers
Title: Vice President and Assistant Secretary
CITICORP
By: /s/ George Seegers
---------------------------------
Name: George Seegers
Title: Assistant Secretary
Exhibit 99.3
POWER OF ATTORNEY
THE UNDERSIGNED hereby appoints each of Morgan Stanley Capital Partners
III, Inc. (by Peter Vogelsang, Secretary) and Davis Polk & Wardwell (by Carole
Schiffman), acting jointly or individually with full power of substitution in
the premises as the attorneys in fact of the undersigned to prepare, execute
and file with the Securities and Exchange Commission on behalf of the
undersigned a Statement on Schedule 13G relating to the Class A Convertible
Common Stock of the American Italian Pasta Company, or, to the extent required
by law, in lieu of such Statement on Schedule 13G, a Statement on Schedule
13D, and any amendments thereto which either of the above named attorneys in
fact shall, in his or her sole discretion, deem appropriate; provided that any
such Schedule or amendment thereto shall be presented to the undersigned prior
to the filing thereof, and hereby confirms any and all action taken by either
of such attorneys pursuant to this Power of Attorney.
Dated: October 6, 1997
MORGAN STANLEY LEVERAGED
EQUITY FUND II, L.P.
By: Morgan Stanley Leveraged Equity Fund II, Inc.,
as General Partner
By: /s/ Peter R. Vogelsang
---------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY LEVERAGED
EQUITY FUND II, INC.
By: /s/ Peter R. Vogelsang
---------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY DEAN WITTER
& CO.
By: /s/ Peter R. Vogelsang
---------------------------------
Name: Peter R. Vogelsang
Title: Authorized Signatory
MORGAN STANLEY CAPITAL
PARTNERS III, L.P.
By: MSCP III, L.P.
as General Partner
By: Morgan Stanley Capital Partners III, Inc.,
as General Partner
By: /s/ Peter R. Vogelsang
---------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MSCP III, L.P.
By: Morgan Stanley Capital Partners III, Inc.,
as General Partner
By: /s/ Peter R. Vogelsang
---------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY CAPITAL PARTNERS III, INC.
By: /s/ Peter R. Vogelsang
---------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MSCP III 892 INVESTORS, L.P.
By: MSCP III, L.P.
as General Partner
By: Morgan Stanley Capital Partners III, Inc.,
as General Partner
By: /s/ Peter R. Vogelsang
---------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY CAPITAL INVESTORS, L.P.
By: MSCP III, L.P.
as General Partner
By: Morgan Stanley Capital Partners III, Inc.,
as General Partner
By: /s/ Peter R. Vogelsang
---------------------------------
Name: Peter R. Vogelsang
Title: Secretary
GEORGE K. BAUM GROUP, INC.
By: /s/ William D. Thomas
---------------------------------
Name: William D. Thomas
Title: President
GKB PRIVATE INVESTMENT PARTNERS, L.L.C.
as Nominee for:
GEORGE K. BAUM CAPITAL PARTNERS, L.P.
By: /s/ William D. Thomas
---------------------------------
Name: William D. Thomas
Title: Senior Managing Director
GKB PRIVATE INVESTMENT PARTNERS, L.L.C.
as Nominee for:
GEORGE K. BAUM EMPLOYEE EQUITY FUND, L.P.
By: /s/ William D. Thomas
---------------------------------
Name: William D. Thomas
Title: Senior Managing Director
EXCELSIOR INVESTORS, L.L.C.
By: George K. Baum Merchant Banc, LLC,
its Manager
By: /s/ William D. Thomas
---------------------------------
Name: William D. Thomas
Title: Senior Managing Director
CITICORP VENTURE CAPITAL, LTD.
By: /s/ D.Y. Howe
---------------------------------
Name: D.Y. Howe
Title: Vice President
JSS MANAGEMENT COMPANY LTD.
By: /s/ James A. Schlindwein
---------------------------------
Name: James A. Schlindwein
Title: General Partner
WILLIAM T. WEBSTER,
as custodian for William T. Webster, Jr.
under the Missouri Uniform Transfers to Minors Law
By: /s/ T. S. Webster
---------------------------------
Name: Timothy S. Webster
Title: Attorney-in-Fact
WILLIAM T. WEBSTER,
as custodian for Aubrey A. Webster, Jr.
under the Missouri Uniform Transfers to Minors Law
By: /s/ T. S. Webster
---------------------------------
Name: Timothy S. Webster
Title: Attorney-in-Fact
KIRSTIN D. WEBSTER AND JAMES A. HEETER,
co-trustees under the Timothy S. Webster
Family Gift Trust of 1996, dated September 27, 1996
By: /s/ T. S. Webster
---------------------------------
Name: Timothy S. Webster
Title: Attorney-in-Fact
WILLIAM T. WEBSTER
By: /s/ T. S. Webster
---------------------------------
Name: Timothy S. Webster
Title: Attorney-in-Fact
JULIE D. WEBSTER
By: /s/ T. S. Webster
---------------------------------
Name: Timothy S. Webster
Title: Attorney-in-Fact
/s/ Horst Schroeder
------------------------------------
HORST W. SCHROEDER
ANNA CATHERINE WEBSTER
By: /s/ T. S. Webster
---------------------------------
Name: Timothy S. Webster
Title: Attorney-in-Fact
ERNEST JACK WEBSTER, JR.
By: /s/ T. S. Webster
---------------------------------
Name: Timothy S. Webster
Title: Attorney-in-Fact
/s/ David B. Potter
------------------------------------
DAVID B. POTTER
/s/ T. S. Webster
------------------------------------
TIMOTHY S. WEBSTER
/s/ David E. Watson
------------------------------------
DAVID E. WATSON
/s/ Darrel E. Bailey
------------------------------------
DARREL BAILEY
/s/ Norman Abreo
------------------------------------
NORMAN F. ABREO
/s/ Horst Schroeder
-----------------------------------
For: ISABEL A. LANGE
/s/ Horst Schroeder
------------------------------------
For: BERND H. SCHROEDER
/s/ Horst Schroeder
------------------------------------
For: GISELA I. SCHROEDER,
Trustee of the Living Trust of
Gisela I. Schroeder U/T/I dated May 24, 1985
THOMPSON HOLDINGS, INC.
By: /s/ R. Thompson
---------------------------------
Name: Richard C. Thompson
Title: President
THOMPSON HOLDINGS, L.P.
By: Thompson Holdings Inc., as General Partner
By: /s/ R. Thompson
---------------------------------
Name: Richard C. Thompson
Title: President
/s/ R. Thompson
------------------------------------
RICHARD C. THOMPSON
/s/ James A. Schlindwein
------------------------------------
JAMES A. SCHLINDWEIN
/s/ Suzanne S. Schlindwein
------------------------------------
SUZANNE S. SCHLINDWEIN
HORST W. SCHROEDER,
Trustee of the Living Trust of
Horst W. Schroeder, dated May 24, 1985,
or successor trustee
By: /s/ Horst W. Schroeder
---------------------------------
Name: Horst W. Schroeder
Title: Trustee
/s/ Jerry Dear
------------------------------------
JERRY DEAR
/s/ Daniel Keller
------------------------------------
DANIEL KELLER
/s/ Mike Willhoite
------------------------------------
MIKE WILLHOITE
CCT PARTNERS III, L.P.
By: CCT I Corporation
as General Partner
By: /s/ Thomas H. Sanders
---------------------------------
Name: Thomas H. Sanders
Title: Secretary,
CCT I Corporation
399P/14th Fl. Zn. 4
WILLIAM T. WEBSTER,
as custodian for Samuel Timothy Webster
under the Missouri Uniform Transfers to Minors Law
By: /s/ Timothy S. Webster
----------------------------------
Name: Timothy S. Webster
Title: Attorney-in-Fact
/s/ Phillip A. Dibble
------------------------------------
PHILLIP A. DIBBLE
/s/ Phyllis Kruse Dibble
------------------------------------
PHYLLIS KRUSE DIBBLE
/s/ G. Kenneth Baum
------------------------------------
G. KENNETH BAUM
GKB PRIVATE INVESTMENT PARTNERS LLC
By: /s/ William D. Thomas
---------------------------------
Name: William D. Thomas
Title: Senior Managing Director
GKB EQUITY, INC.
By: /s/ Jonathan E. Baum
---------------------------------
Name: Jonathan E. Baum
Title: President
GEORGE K. BAUM HOLDINGS, INC.
By: /s/ Jonathan E. Baum
---------------------------------
Name: Jonathan E. Baum
Title: President
/s/ Jonathan E. Baum
------------------------------------
JONATHAN E. BAUM
CITIBANK, N.A.
By: /s/ George Seegers
---------------------------------
Name: George Seegers
Title: Vice President and Assistant Secretary
CITICORP
By: /s/ George Seegers
---------------------------------
Name: George Seegers
Title: Assistant Secretary
