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 21, 2007
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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.
American Italian Pasta Company (the "Company") and Alvarez & Marsal, LLC ("A&M")
have agreed to the terms under which A&M will continue to provide certain
management consulting services to the Company while the Company completes its
restatement process and finalizes its search for a permanent Chief Executive
Officer. The revised engagement terms are set forth in an amendment (the
"Amendment") to the September 28, 2005 letter agreement between the parties.
The Amendment (1) sets staffing costs for remainder of 2007; (2) confirms the
current hourly billing rates for A&M personnel; and (3) sets the potential
incentive compensation for reaching certain established EBITDA and cash flow
targets for FY 2007.
The Amendment is attached as Exhibit 10.1 hereto and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Letter Agreement between the Company and Alvarez & Marsal, LLC
dated March 21, 2007. (Portions redacted as confidential)
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 27, 2007 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
10.1 Letter Agreement between the Company and Alvarez & Marsal,
LLC dated March 21, 2007. (Portions redacted as
confidential)
