AMERICAN ITALIAN PASTA CO 3
3 · AMERICAN ITALIAN PASTA CO · Filed Jul 28, 2010
Insider Transaction Report
Form 3
RALCORP HOLDINGS INC /MO
10% Owner
Holdings
- 21,835,495(indirect: By Excelsior Acquisition Co.)
Class A Convertible Common Stock, par value $0.001 per share
Footnotes (3)
- [F1]On July 23, 2010, Excelsior Acquisition Co. ("Excelsior"), a wholly owned subsidiary of Ralcorp Holdings, Inc. ("Ralcorp"), accepted for payment 19,652,988 shares of Class A Convertible Common Stock, par value $0.001 (the "Shares"), of American Italian Pasta Company ("AIPC") (including Shares subject to guaranteed delivery procedures) pursuant to an offer (the "Offer") to purchase all of the outstanding Shares. The Offer was made pursuant to an Agreement and Plan of Merger, dated as of June 20, 2010, as amended on July 15, 2010, by and among Ralcorp, Excelsior and AIPC (the "Merger Agreement").
- [F2]On July 27, 2010, Ralcorp effected a "short-form" merger with AIPC becoming a wholly owned subsidiary of Ralcorp. Pursuant to the Merger Agreement, at the effective time of the merger, each Share issued and outstanding immediately prior to the effective time of the merger (other than Shares owned by Ralcorp, Excelsior, AIPC or any of their respective subsidiaries and Shares held by shareholders who properly exercise appraisal rights under the DGCL) were automatically cancelled and converted into the right to receive the price per share paid in the Offer.
- [F3]Excelsior was a wholly owned subsidiary of Ralcorp, and as a result Ralcorp and Excelsior may have been deemed (prior to the merger) to share beneficial ownership of the Shares shown as beneficially owned by Ralcorp.