UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: October 3, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-13403
American Italian Pasta Company
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 84-1032638
------------------------------ -------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
1000 Italian Way, Excelsior Springs, Missouri 64024
----------------------------------------------------------
(Address of principal executive office and Zip Code)
Registrant's telephone number, including area code: (816) 502-6000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Class A Convertible New York Stock Exchange
Common Stock, $0.001 par
value per share
Securities registered pursuant to section 12(g) of the Act: None
Explanation of Amendment
------------------------
This first amendment to the Registrant's 10-K for the year ended
October 3, 1997 (the "10-K") is to: (i) replace the section entitled
"Management Information Systems" in Item 1 of the 10-K with the revised
section set out below; and (ii) add the following discussion to Item 7.
There are no other amendments to the 10-K.
Item 1. Business.
Management Information Systems
------------------------------
The Company's production, distribution, sales and marketing operations
are supported by an IBM AS400-based computer hardware system. The hardware
system utilizes licensed BPCS application software which has been tailored
to the Company's management processes and integrates its production,
purchasing, order entry, inventory management, distribution and accounting
systems. The Company's management information systems were recently
upgraded in anticipation of the Company's growth, its desire to continue to
offer its customers value-added, efficient services and the need to become
"year 2000 compliant." The Company has invested substantial amounts in
electronic data interchange and efficient consumer response systems to
streamline the order, invoicing and inventory management functions. The
discussion under "Year 2000" set forth under Item 7 is incorporated by
reference herein.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Year 2000
---------
Many computer and other software and hardware systems currently are
not, or will or may not be, able to read, calculate or output correctly
using dates after 1999, and such systems will require significant
modifications in order to be "year 2000 compliant." This issue may have a
material adverse affect on the operations and financial performance of the
Company because its computer and other systems are integral parts of the
Company's manufacturing and distribution activities as well as its
accounting and other information systems and because the Company will have
to divert financial resources and personnel to address this issue.
The Company has reviewed its computer and other hardware and software
systems and has recently begun upgrading those systems that it has
identified as not being year 2000 compliant. The existing systems will be
upgraded either through modification or replacement. The Company currently
anticipates this upgrading to be completed during calendar year 1998, and
the Company expects to complete testing of the upgrades by the end of its
first fiscal 1999 quarter. The Company has alternate plans in the event
that critical systems upgrading is not completed on time which the Company
believes are sufficient to meet the Company's internal needs.
Although the Company is not aware of any material operational
impediments associated with upgrading its computer and other hardware and
software systems to be year 2000 compliant, the Company cannot make any
assurances that the upgrade of the Company's computer systems will be
completed on schedule, that the upgraded systems will be free of defects or
that the Company's alternate plans will meet the Company's needs. If any
such risks materialize, the Company could experience material adverse
consequences to the Company's operations and financial performance,
material costs or both.
Year 2000 compliance may also adversely affect the operations and
financial performance of the Company indirectly by causing complications
of, or otherwise affecting, the operations of any one or more of the
Company's suppliers and customers. The Company intends to contact its
significant suppliers and customers in 1998 in an attempt to identify any
potential year 2000 compliance issues with them. The Company is currently
unable to anticipate the magnitude of the operational or financial impact
on the Company of year 2000 compliance issues with its suppliers and
customers.
The Company incurred approximately $195,000 in the second and third
fiscal quarters of 1998 and expects to incur approximately $395,000 in
periods beginning with the fourth quarter 1998 through the first quarter of
1999 to resolve and test the Company's year 2000 compliance issues. All
expenses incurred in connection with year 2000 compliance will be expensed
as incurred, other than acquisitions of new software or hardware, which
will be capitalized.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN ITALIAN PASTA COMPANY
By: /s/ David E. Watson
-------------------------
Executive Vice President and
Chief Financial Officer
Date: August 10, 1998