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) September 15, 2005 -------------------------------- AMERICAN ITALIAN PASTA COMPANY - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 001-13403 84-1032638 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 4100 N. Mulberry Drive, Suite 200, Kansas City, Missouri 64116 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (816) 584-5000 ------------------------- Not Applicable - -------------------------------------------------------------------------------- (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: [ ] 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))
Item 1.01 Entry into a Material Definitive Agreement. On September 15, 2005, American Italian Pasta Company (the "Company") received a waiver (the "Waiver") from its bank group under the Credit Agreement by and among the Company, various financial institutions and Bank of America, N.A., as administrative agent, dated as of July 16, 2001, as amended (the "Credit Agreement") for (i) non-compliance with certain financial covenants contained in the Credit Agreement for the fiscal periods ended July 1, 2005 and September 30, 2005, (ii) the failure of the Company to comply with Section 10.2(i) of the Credit Agreement or the inaccuracy of representations and warranties in the Credit Agreement or certificates delivered pursuant to the Credit Agreement with respect to financial statements previously delivered to the administrative agent or any lender pursuant to the Credit Agreement, to the extent arising out of matters described by the Company in its press release dated August 9, 2005 and in certain discussions with the lenders (the "Disclosed Matters"), and (iii) the failure by the Company to deliver financial statements and compliance certificates for the fiscal quarter ended July 1, 2005, so long as such financial statements, certain representations and calculations of financial covenants in the Credit Agreement are delivered by September 19, 2005. These financial statements and financial covenant calculations will not take into account adjustments resulting or that may result from the pending investigation by the Company's audit committee, normal year-end audit adjustments and adjustments that may result from the Disclosed Matters. The Waiver is effective until the earliest to occur of (i) the failure to deliver the July 1, 2005 financial statements and financial covenant calculations as described above, (ii) the occurrence of any event of default under the Credit Agreement other than those events of default waived by the Waiver, (iii) December 16, 2005 and (iv) the date of the effectiveness of an amendment to the Credit Agreement amending the financial covenants described in the Waiver. The Company also agreed that until the expiration of the Waiver and at any time thereafter during the existence of an event of default, the Company will not make any dividend payments or repurchases of common stock other than repurchases under certain employee benefit plans and arrangements. The Waiver is incorporated by reference herein and attached hereto as Exhibit 10.1. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. 10.1 Waiver under Credit Agreement dated September 15, 2005.
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: September 19, 2005 AMERICAN ITALIAN PASTA COMPANY By: /s/ George D. Shadid -------------------------------------- George D. Shadid Chief Financial Officer
EXHIBIT INDEX Exhibit Number Description 10.1 Waiver under Credit Agreement dated September 15, 2005