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) January 14, 2009
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The Board of Directors of American Italian Pasta Company (the "Company")
approved an amendment to the Amended and Restated By-Laws of the Company
effective January 14, 2009. The amendment revised and replaced Article II,
Section 10, Voting Power, to revise and clarify the necessary votes for the
election of directors and all other matters and the treatment of abstentions.
The Amended and Restated By-Laws are attached as Exhibit 3.1 hereto and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 Amended and Restated Bylaws.
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: January 15, 2009 AMERICAN ITALIAN PASTA COMPANY
By: /s/ Robert Schuller
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Robert Schuller
Executive Vice President
and General Counsel
EXHIBIT INDEX
Exhibit Number Description
3.1 Amended and Restated Bylaws.
