UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event January 16, 2001
reported) ---------------------------------------
AMERICAN ITALIAN PASTA COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 001-13403 84-1032638
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4100 N. Mulberry Drive, Suite 200 Kansas City, Missouri 64116
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including (816) 584-5000
area code -----------------------------------
1000 Italian Way, Excelsior Springs, Missouri 64024
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
As previously announced, AIPC has acquired the Mueller's brand pasta
business from Bestfoods. On January 12, 2001, AIPC filed a registration
statement on Form S-3 covering the 686,666 shares issued to Bestfoods as part of
the purchase price.
The contract calls for a target price of $30 per share to be realized by
Bestfoods from sale of the shares. The Company agreed to register the shares so
that Bestfoods can sell the shares in open market or negotiated transactions.
Bestfoods is contractually obligated once the S-3 registration is effective to
use reasonable best efforts to sell the shares for the target price of $30 per
share. For shares sold by Bestfoods after two years, but less than three years
after the closing date, the Company has agreed to a make-whole cash payment to
Bestfoods related to any shares sold for less than the target price of $30. Any
payments made by AIPC under this provision will lead to adjustments to the
equity accounts of AIPC and will not affect purchase price, goodwill, or the
Company's earnings. The Company may call the shares at any time for $30 per
share.
<PAGE>
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 hereunto duly authorized.
Date: January 16, 2001
AMERICAN ITALIAN PASTA COMPANY
By: /s/ Timothy S. Webster
Timothy S. Webster,
President and Chief Executive
Officer
