Attached files
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EX-2.1 - EX-2.1 - AMERICAN ITALIAN PASTA CO | c58724exv2w1.htm |
EX-99.4 - EX-99.4 - AMERICAN ITALIAN PASTA CO | c58724exv99w4.htm |
EX-99.1 - EX-99.1 - AMERICAN ITALIAN PASTA CO | c58724exv99w1.htm |
EX-99.2 - EX-99.2 - AMERICAN ITALIAN PASTA CO | c58724exv99w2.htm |
EX-99.5 - EX-99.5 - AMERICAN ITALIAN PASTA CO | c58724exv99w5.htm |
EX-99.3 - EX-99.3 - AMERICAN ITALIAN PASTA CO | c58724exv99w3.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 20, 2010
AMERICAN ITALIAN PASTA COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 001-13403 | 84-1032638 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
4100 N. Mulberry Drive, Ste. 200, | 64116 | |
Kansas City, Missouri | ||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code 816-584-5000
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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into Material Definitive Agreement.
On June 20, 2010, American Italian Pasta Company, a Delaware corporation (AIPC), entered
into an Agreement and Plan of Merger (the Merger Agreement) with Ralcorp Holdings, Inc., a
Missouri corporation (Ralcorp), and Excelsior Acquisition Co., a Delaware corporation and an
indirect and wholly owned subsidiary of Ralcorp (Purchaser).
Merger Agreement
Under the terms of the Merger Agreement, Purchaser will commence a tender offer (the Offer)
to purchase all of the outstanding shares of AIPCs Class A Convertible Common Stock, par value
$0.001 per share (the Shares), for $53.00 per Share, to the sellers thereof in cash (the Offer
Price) without interest thereon, and less any required withholding taxes. The closing of the
Offer and Purchasers obligation to accept for payment and to pay for all Shares tendered and not
validly withdrawn is subject to a number of conditions, including:
| that there be validly tendered in accordance with the terms of the Offer, immediately prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Ralcorp and/or Purchaser, represents at least a majority of the total number of Shares outstanding on a fully diluted basis (assuming conversion or exercise of all derivative securities or other rights to acquire shares of common stock of AIPC regardless of conversion or exercise price, the vesting schedule or other terms and conditions of such derivative securities); | ||
| the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations promulgated thereunder; and | ||
| other customary conditions as set forth in the Merger Agreement. |
The Offer is not subject to a financing condition.
As part of the Merger Agreement, AIPC granted to Purchaser an irrevocable option
(the Top-Up Option) to purchase from AIPC up to a number of authorized and unissued Class A
Shares at a per Class A Share purchase price equal to the Offer Price that, when added to the
number of Class A Shares owned by Purchaser at the time of exercise of the Top-Up Option, results
in Purchaser owning one more Share than 90% of the number of shares of each class of AIPC capital
stock then outstanding that would be entitled to vote on the Merger after the issuance of all
Shares to be issued upon exercise of the Top-Up Option, calculated on a fully diluted basis
(assuming conversion or exercise of all derivative securities or other rights to acquire shares of
common stock of AIPC regardless of the conversion or exercise price, the vesting schedule or other
terms and conditions thereof).
The Merger Agreement provides that following completion of the Offer and, if necessary, the
exercise of the Top-Up Option, and upon satisfaction or waiver of certain conditions, the parties
will complete a short-form merger (the Merger) under Delaware law, in which Purchaser shall be
merged with and into AIPC, whereupon the separate existence of Purchaser shall cease, and AIPC
shall be the surviving corporation and wholly owned subsidiary of Ralcorp. Each issued and
outstanding share of common stock of AIPC immediately prior to the effective time of the Merger
(other than shares of common stock of AIPC held by Ralcorp, AIPC and their
subsidiaries) will be cancelled and converted into the right to receive the Offer Price, without
interest and less any required withholding taxes.
Ralcorp and AIPC have made customary representations and warranties in the Merger Agreement
and agreed to certain customary covenants, including covenants regarding operation of the business
of AIPC and covenants prohibiting AIPC from soliciting, or providing information or entering into
discussions concerning, or proposals relating to alternative business combination transactions,
except in limited circumstances to permit the board of directors of AIPC to comply with its
fiduciary duties under applicable law. The Merger Agreement also contains certain termination
rights for each of Ralcorp and AIPC. If the Merger Agreement is terminated under specified
circumstances, AIPC will be required to pay Ralcorp a termination fee of $36.3 million.
The Merger Agreement is not intended to provide factual information about the parties thereto.
The Merger Agreement contains representations and warranties that the parties made to and solely
for the benefit of each other. Accordingly, investors and stockholders should not rely on the
representations and warranties as characterizations of the actual state of facts, since they were
made only as of the date of the Merger Agreement. In addition, the assertions embodied in the
representations and warranties contained in the Merger Agreement are qualified by information in a
confidential disclosure schedule that AIPC has provided to Ralcorp. Moreover, certain
representations and warranties in the Merger Agreement may be subject to a standard of materiality
provided for in the Merger Agreement and have been used for the purpose of allocating risk among
AIPC, Ralcorp and the Purchaser, rather than establishing matters of fact. Information concerning
the subject matter of representations and warranties may change after the date of the Merger
Agreement, and such subsequent information may or may not be fully reflected in the parties public
disclosures.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does
not purport to be complete and is subject to, and qualified in its entirety by, the full text of
the Merger Agreement attached as Exhibit 2.1 to this Current Report on Form 8-K, which is
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
Ralcorp and AIPC issued a joint press release, dated June 21, 2010, a copy of which is filed
as Exhibit 99.1 hereto and incorporated by reference herein, announcing the execution of the Merger
Agreement. On June 21, 2010, AIPC also sent certain communications concerning the merger to its
customers, suppliers and employees. These communications are attached as Exhibits 99.2-99.5.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
2.1*
|
Agreement and Plan of Merger dated as of June 20, 2010, by and among American Italian Pasta Company, a Delaware corporation, Ralcorp Holdings, Inc., a Missouri corporation, and Excelsior Acquisition Co., a Delaware corporation and an indirect wholly owned subsidiary of Ralcorp Holdings, Inc. | |
99.1
|
Joint Press Release issued by Ralcorp Holdings, Inc. and American Italian Pasta Company, dated June 21, 2010. |
Exhibit No. | Description | |
99.2
|
AIPC Customer Letter, dated June 21, 2010. | |
99.3
|
AIPC Supplier Letter, dated June 21, 2010 | |
99.4
|
AIPC Employee FAQ, dated June 21, 2010 | |
99.5
|
AIPC Employee Letter, dated June 21, 2010 |
* | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. AIPC hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. |
Important Information About the Tender Offer
This Current Report on Form 8-K is for informational purposes only and does not constitute an
offer to purchase nor a solicitation of an offer to sell any securities of AIPC. Ralcorp has not
commenced the tender offer for the Shares described herein. The solicitation and offer to purchase
Shares will only be made pursuant to a tender offer statement on Schedule TO and related exhibits,
including the offer to purchase, letter of transmittal, and other related documents.
Upon commencement of the tender offer, Ralcorp will file with the SEC a tender offer
statement on Schedule TO and related exhibits, including the offer to purchase, letter of
transmittal, and other related documents. In addition AIPC will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. These
documents will contain important information, including the terms and conditions of the tender
offer. Investors and security holders are urged to read each of these documents and any amendments
to these documents carefully when they are available prior to making any decisions with respect to
the tender offer.
Investors and security holders will be able to obtain free copies of these materials (when
available) and other documents filed with the SEC by Ralcorp or AIPC through the web site
maintained by the SEC at www.sec.gov. In addition, Schedule TO and related exhibits, including the
offer to purchase, letter of transmittal, and other related documents may be obtained (when
available) for free by contacting Ralcorp at 800 Market Street, Suite 2900, St. Louis, MO 63101,
(314) 877-7000. The Schedule 14D-9 may also be obtained (when available) for free by contacting
AIPC at 4100 N. Mulberry Drive, Suite 200, Kansas City, Missouri 64116, (816) 584-5000.
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 thereunto duly authorized.
AMERICAN ITALIAN PASTA COMPANY |
||||
Date: June 21, 2010 | By: | /s/ Robert W. Schuller | ||
Robert W. Schuller | ||||
Executive, Vice President and General Counsel |
EXHIBITS
Exhibit No. | Description | |
2.1*
|
Agreement and Plan of Merger dated as of June 20, 2010, by and among American Italian Pasta Company, a Delaware corporation, Ralcorp Holdings, Inc., a Missouri corporation, and Excelsior Acquisition Co., a Delaware corporation and an indirect wholly owned subsidiary of Ralcorp Holdings, Inc. | |
99.1
|
Joint Press Release issued by Ralcorp Holdings, Inc. and American Italian Pasta Company, dated June 21, 2010. | |
99.2
|
AIPC Customer Letter, dated June 21, 2010 | |
99.3
|
AIPC Supplier Letter, dated June 21, 2010 | |
99.4
|
AIPC Employee FAQ, dated June 21, 2010 | |
99.5
|
AIPC Employee Letter, dated June 21, 2010 |
* | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Ralcorp hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. |