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) March 13, 2006
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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 March 13, 2006, American Italian Pasta Company (the "Company") entered
into the Amended and Restated Credit Agreement (the "Restated Credit
Agreement"), which amends and restates that certain Credit Agreement, dated July
16, 2001 (as amended, the "Original Credit Agreement"), by and between the
Company and Bank of America, N.A., as Lender, letter of credit issuer and the
Administrative Agent. The Restated Credit Agreement was obtained to allow the
Company to repay all indebtedness under the Original Credit Agreement and for
other general corporate purposes, including certain operating initiatives and
ongoing working capital. Unless otherwise stated, all capitalized terms used
herein have the meaning ascribed to them in the Restated Credit Agreement.
The terms of the Restated Credit Agreement provide for a $30,000,000
million senior secured revolving credit facility and a $265,000,000 senior
secured term loan facility. The interest rate charged on borrowings can vary
depending on the types of advances or loans the Company selects under the
Restated Credit Agreement. The options for the interest rate include (i) the
Alternate Base Rate plus 5.00%, or (ii) the LIBOR rate for 30, 60 or 90 days, as
elected by the Company, plus 6.00%. The Alternate Base Rate is defined to be the
higher of Bank of America's prime rate and the Federal Funds rate plus .50%.
Interest payments on LIBOR loans must be paid on the last day of the applicable
interest period as selected by the Company, but no less frequently than
quarterly. All outstanding loans and advances shall be paid in full by the
Company on March 13, 2011, or upon the termination of the Restated Credit
Agreement.
As was the case under the Original Credit Agreement, the Lender has valid
and perfected first priority liens and security interests in (i) substantially
all of the real and personal property of the Company and its domestic
subsidiaries, (ii) the real estate held by Pasta Lensi, s.r.l., and (iii) all
proceeds and products of the property described in items (i) and (ii) above.
The Restated Credit Agreement contains financial covenants, including
covenants setting a maximum leverage ratio, a minimum interest coverage ratio,
and a limitation on the annual aggregate amount of capital expenditures. The
Company also agreed to not make any dividend payments or repurchases of common
stock unless its pro forma Leverage Ratio from the most completed fiscal quarter
is no more than 2.75 to 1 and the issuance of such a dividend or repurchase of
common stock will not result in an Event of Default or an Unmatured Event of
Default.
The Restated Credit Agreement contains customary events of default,
including without limitation, failure to make payment of principal, interest,
fees, or other amounts due under the Restated Credit Agreement, cross-default to
other indebtedness, bankruptcy and insolvency, breach of covenants, materially
incorrect representations and warranties, customary ERISA defaults, monetary
judgment defaults, change of control, or invalidity of a loan documentation or
liens.
Payments of outstanding advances may be accelerated, at the option of the
Lender, should an event of default occur, other than an event of bankruptcy or
insolvency, in the Company's obligations under the Restated Credit Agreement.
Upon events of bankruptcy insolvency, the Company's obligations under the
Restated Credit Agreement become immediately due and payable.
The Company agrees to make mandatory prepayments under the Restated Credit
Agreement of (a) 100% of the net cash proceeds from sales or other dispositions
of property above $3,000,000 a year and $6,000,000 in the aggregate, (b) 50% of
proceeds from any issuance of additional equity interests in the Company or any
of its subsidiaries, and (c) 50% of the Excess Cash Flow of the Company for any
fiscal year. All prepayments are subject to certain prepayment compensation
except for (i) prepayments from Excess Cash Flow and (ii) voluntary repayments
or prepayments of the revolving loans not accompanying a reduction in
commitments under the revolving credit facility.
The Restated Credit Agreement is hereby incorporated by reference and
attached hereto as Exhibit 4.1. The foregoing summary is qualified in its
entirety by reference to the Restated Credit Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under "Item 1.01 Entry into a Material
Definitive Agreement" is hereby incorporated by reference.
Item 3.03. Material Modifications to Rights of Security Holders.
The information set forth above under "Item 1.01 Entry into a Material
Definitive Agreement," regarding restrictions on dividend payments is hereby
incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
4.1 Amended and Restated Credit Agreement, dated as of March 13, 2006, by and
between the Company and Bank of America, N.A., as Lender, letter of credit
issuer and Administrative Agent.
99.1 Press release dated March 15, 2006.
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: March 15, 2006 American Italian Pasta Company
By: /s/ George D. Shadid
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George D. Shadid
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
4.1 Amended and Restated Credit Agreement, dated as of March 13,
2006, by and between the Company and Bank of America, N.A.,
as Lender, letter of credit issuer and Administrative Agent.
99.1 Press release dated March 15, 2006.
