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 reported) November 12, 2004
(November 10, 2004)
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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 area code (816) 584-5000
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Not Applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On November 10, 2004, American Italian Pasta Company (the "Company")
executed a fourth amendment (the "Fourth Amendment") to the Credit
Agreement by and among the Company, various financial institutions (the
"Lenders") and Bank of America, N.A., as administrative agent, dated as
of July 16, 2001 (as previously amended, the "Credit
Agreement").
Under the terms of the Fourth Amendment, the Company and each of its
domestic subsidiaries granted the Lenders a secured interest in substantially
all of their personal and real property. Additionally, Consolidated EBITDA was
amended to disregard the effects of (i) up to $36,000,000 in certain
non-recurring Special Charges, as defined in the Fourth Amendment, (ii) certain
non-cash asset impairment charges related to FASB Statement 142, and (iii)
certain non-cash expenses related to the grant of stock options and restricted
stock. Additionally, certain of the financial covenant ratios and the Pricing
Schedule were amended.
There are no material relationships between the parties to the Fourth
Amendment and the Company, any of its affiliates, any director of officer
thereof, or any associate of such director or officer, other than under the
Credit Agreement.
The Fourth Amendment to the Credit Agreement is hereby incorporated by
reference and attached hereto as Exhibit 10.1.
Item 2.01. Completion of Acquisition or Disposition of Assets.
To the extent applicable, the contents of Item 1.01 above are
incorporated into this Item 2.01 by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
To the extent applicable, the contents of Item 1.01 above are
incorporated into this Item 2.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1 Fourth Amendment, dated as of November 10, 2004, to the Credit
Agreement, dated July 16, 2001, among American Italian Pasta
Company, various financial institutions and Bank of America as
administrative agent.
SIGNATURES
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.
AMERICAN ITALIAN PASTA COMPANY
Date November 12, 2004
/s/ George Shadid
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George Shadid
Executive Vice President
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