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
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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:
[ ] 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
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George D. Shadid
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
10.1 Waiver under Credit Agreement dated September 15, 2005
