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) December 15, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On December 15, 2006, American Italian Pasta Company (the "Company") issued
a press release announcing that on December 15, 2006 the Company received notice
from the New York Stock Exchange (the "NYSE") indicating that the NYSE, due to
the inability of the Company to file by December 31, 2006 its Annual Report on
Form 10-K for the year ended September 30, 2005, will suspend trading in the
Company's shares prior to the opening of trading on Wednesday, December 20,
2006, and that under NYSE Rule 802.01E, the NYSE will move forward with the
initiation of suspension and delisting procedures. The Company will appeal that
decision through the process provided under the NYSE rules. In the meantime, the
Company has been advised that its shares are immediately eligible for quotation
on the Pink Sheets, an electronic quotation service for securities traded
over-the-counter, under the symbol (AITP or AITP.PK), effective with the opening
of trading on Wednesday, December 20, 2006. A copy of the press release is
attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 8.01 Other Events.
The press release also provided an update on the restatement process, the
Company's liquidity and durum costs.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release dated December 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: December 20, 2006 AMERICAN ITALIAN PASTA COMPANY
By: /s/ Paul R. Geist
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Paul R. Geist
Vice President and Corporate Controller
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press release dated December 15, 2006.