UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 25, 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))
Explanatory Note: This Form 8-K/A is being filed to clarify the previous
disclosure on the Form 8-K originally filed on October 31, 2005 regarding the
determination that certain historical financial statements should no longer be
relied upon.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a) On October 25, 2005, American Italian Pasta Company (the "Company"),
based on analysis completed by its management and approved by its Audit
Committee, determined that certain of the Company's historical financial
statements should no longer be relied upon. As soon as practical after
conclusion of its ongoing Audit Committee investigation, the Company anticipates
filing restated financial statements for the affected periods.
On August 9, 2005 the Company announced that it had identified impairment
charges and other adjustments that would be recorded in the Company's financial
statements. The Company announced at that time that it would continue to review
its financial statements and would assess whether and to what extent these
adjustments corrected errors in prior reporting periods.
Since the August 9th announcement, the Company has continued to identify
information and undertake analyses that have led management and the Audit
Committee to conclude that the Company's previously issued audited consolidated
financial statements for the fiscal years ended October 1, 2004, October 3, 2003
and September 27, 2002, and the unaudited consolidated financial statements for
each of the fiscal quarters during such years, should no longer be relied upon.
In addition, management and the Audit Committee have concluded that the
Company's unaudited financial statements for the first two quarters of fiscal
year 2005 (ended December 31, 2004 and April 1, 2005) should also no longer be
relied upon. This determination results from the conclusion, based on the
Company's ongoing review, that errors relating to the accrual of allowances for
product promotions and capitalization of certain overhead costs (in both cases,
as disclosed in the August 9th announcement), when combined with certain
uncorrected immaterial errors, had a material impact on the Company's historical
financial statements. The Company continues to review its historical financial
statements, including with respect to the matters disclosed on August 9, 2005,
and the Audit Committee's investigation is ongoing. The Company's restated
financial statements may also reflect other adjustments for errors in addition
to those identified above. Management and the Audit Committee have discussed the
determination that these historical financial statements should not be relied
upon with the Company's independent registered public accounting firm, Ernst &
Young LLP, which concurs with this determination.
The Company is continuing to gather information and may determine in the
future that the consolidated financial statements for fiscal periods prior to
2002 cannot be relied upon.
As soon as practical following completion of the Audit Committee's
investigation, the Company expects to prepare restated financial statements for
the
periods in question and file appropriate corresponding amendments to its
periodic and annual reports previously filed with the Securities and Exchange
Commission. As previously disclosed the Company has not yet filed its Form 10-Q
for the third fiscal quarter of 2005, which was due on August 10, 2005.
Management and the Audit Committee have discussed the matters disclosed in
this Form 8-K with Ernst & Young, LLP, the Company's independent registered
public accounting firm.
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.
Date: November 28, 2005 AMERICAN ITALIAN PASTA COMPANY
By: /s/ George D. Shadid
--------------------------------------
George D. Shadid
Chief Financial Officer
