Attached files
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EX-2.1 - EX-2.1 - AMERICAN ITALIAN PASTA CO | c59077exv2w1.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) July 15, 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.) |
1251 N.W. Briarcliff Parkway, Suite 500, Kansas City, Missouri | 64116 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (816) 584-5000
Not Applicable
(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:
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.
American Italian Pasta Company (the Company), Ralcorp Holdings, Inc. (Parent), and
Excelsior Acquisition Co., a wholly owned subsidiary of Parent (Purchaser) are parties to that
certain Agreement and Plan of Merger dated as of June 20, 2010 (the Merger Agreement), pursuant
to which Purchaser, on June 24, 2010, commenced a tender offer (the Offer) to purchase all of the
outstanding shares of the Companys 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.
Following the completion of the Offer, and if necessary, the exercise of the Top-Up Option (as
defined in the Merger Agreement) 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 the Company, whereupon the separate existence of Purchaser shall cease, and
the Company shall be the surviving corporation and wholly owned subsidiary of Parent.
On July 15, 2010, in connection with the settlement of certain litigation as described in Item
8.01 below, the parties to the Merger Agreement entered into an Amendment to Agreement and Plan of
Merger (the Amendment).
The Amendment provides that: (i) the Top-Up Option, the Top-Up Option Shares and any
promissory note given by Purchaser to AIPC as consideration for the Top-Up Option Shares (the
Promissory Note) will not be considered in the determination of fair value in any appraisal
action pursuant to Delaware law; (ii) Purchaser will pay the par value of the Top-Up Shares in
cash; (iii) the Top-Up Option may be exercised only one time and only if at the time of exercise
Purchaser owns 60% or more of the total shares outstanding and, after exercise, Purchaser owns
either one share more than 90% of the number of shares of capital stock outstanding or all
additional unissued shares the Company is authorized to issue under its certificate of
incorporation; and (iv) any Top-Up Notice must be delivered to the Company no later than five
business days after the close of the Offer or if any subsequent offering period is provided, no
later than five business days after the close of the subsequent offering period. Additionally, the
Amendment provides that following the Acceptance Time, Purchaser and Parent will not propose any
amendment to the Merger Agreement that would reduce the merger consideration, and any amendment
reducing the merger consideration must be unanimously approved by the committee of Continuing
Directors (as defined in the Merger Agreement) and any other amendment to the Merger Agreement must
be approved by a majority of such committee.
The foregoing summary of the Amendment does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Amendment attached as Exhibit 2.1 to this
Current Report on Form 8-K, which is incorporated herein by reference.
Item 8.01. Other Events.
On July 12, 2010, the parties to In Re American Italian Pasta Company Shareholder Litigation,
Consolidated C.A. No. 5610-VCN (the Consolidated Action) executed a Memorandum of Understanding
(the Memorandum) reflecting their agreement to settle the class action claims asserted in the
Consolidated Action on the terms and conditions set forth in the Memorandum and subject to the
approval of the Court of Chancery of the State of Delaware (the Court).
Pursuant to the Memorandum, the Company, Parent and Purchaser agreed to enter into the
Amendment as described in Item 1.01 above. Additionally, the Company, Parent and Purchaser agreed
to make certain additional disclosures regarding the Amendment, the Merger Agreement and the Offer
in AIPCs Amendment No. 4 to Schedule 14D-9 and the Parent and Purchasers Amendment No. 4 to
Schedule TO, each as filed with Securities and Exchange
Commission on July 16, 2010.
The Memorandum provides that the parties will present to the Court a Stipulation of Settlement
and any other necessary documents to obtain prompt approval by the Court of the settlement and the
dismissal with prejudice of the Consolidated Action. The Memorandum further provides that the
Stipulation of Settlement will include a release by the plaintiffs and class members of all claims
against all defendants.
On July 15, 2010, the Circuit Court of Jackson County, Missouri stayed the class action
lawsuit filed by John Foley on June 21, 2010 alleging certain breaches of the fiduciary duties by
the directors of the Company and the aiding and abetting of such breaches by Parent and seeking to
enjoin the Offer and the Merger. Also on July 15, 2010, the Circuit Court of Jackson County,
Missouri denied the request of the plaintiffs in the class action
lawsuit filed by Adriana Apolito-Bevis on June 29, 2010 for a
temporary restraining order to enjoin the closing of the Offer.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit | ||
No. | Description | |
2.1
|
Amendment to Agreement and Plan of Merger dated as of July 15, 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 a wholly owned subsidiary of Ralcorp Holdings, Inc. |
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: July 15, 2010 | AMERICAN ITALIAN PASTA COMPANY | |||||
By: | /s/ Paul R. Geist | |||||
Paul R. Geist | ||||||
Executive Vice President and Chief Financial Officer |
Exhibits
Exhibit No. | Description | |
2.1
|
Amendment to Agreement and Plan of Merger dated as of July 15, 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 a wholly owned subsidiary of Ralcorp Holdings, Inc. |