- Tender offer statement by Third Party (SC TO-T)
24 Giugno 2010 - 10:53PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
American Italian Pasta Company
(Name of Subject Company (issuer))
Ralcorp Holdings, Inc.
Excelsior Acquisition Co.
(Names of Filing Persons (offeror))
Class A Convertible Common Stock, par value $0.001 per share
(Title of Class of Securities)
027070101
(CUSIP Number of Class of Securities)
Gregory A. Billhartz, Esq.
Corporate Vice President, General Counsel and Secretary
Ralcorp Holdings, Inc.
800 Market Street, Suite 2900
St. Louis, MO 63101
(314) 877-7000
(Name, address, and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
Copy
to:
William F. Seabaugh, Esq.
R. Randall Wang, Esq.
Bryan Cave LLP
211 N. Broadway
One Metropolitan Square, Suite 3600
St. Louis, Missouri 63102
Tel: (314) 259-2000
Fax: (314) 259-2020
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$
1,192,887,642
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$
85,052.89
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*
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Estimated solely for purposes of calculating the filing fee in accordance with Rule 0-11
under the Securities Exchange Act of 1934, as amended (the Exchange Act). This amount
assumes the purchase of up to 22,507,314 shares of Class A Convertible Common Stock, par value
$0.001 per share (the Shares), of American Italian Pasta Company at a purchase price of
$53.00 per Share. Such number of Shares consists of (i) 21,820,119 Shares issued and
outstanding as of June 15, 2010, and (ii) 687,195 Shares that are expected to be issuable
before the expiration of the tender offer under vested options and other rights to acquire
Shares.
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**
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Pursuant to Rule 0-11 of the Exchange Act, the amount of the filing fee is calculated by
multiplying the transaction value by 0.00007130.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: N/A
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Filing Party: N/A
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Form or Registration No.: N/A
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Date Filed: N/A
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
þ
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender
offer:
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TABLE OF CONTENTS
This Tender Offer Statement on Schedule TO (which, together with any amendments and
supplements thereto, collectively constitute this Schedule TO) relates to a tender offer by
Excelsior Acquisition Co., a Delaware corporation (Purchaser) and a wholly owned subsidiary of
Ralcorp Holdings, Inc., a Missouri corporation (Ralcorp), pursuant to Rule 14d-1 under the
Securities Exchange Act of 1934, as amended, to purchase all of the outstanding shares of Class A
Convertible Common Stock, par value $0.001 per share (the Shares), of American Italian Pasta
Company, a Delaware corporation (the Company), at a price of $53.00 per Share to the sellers
thereof in cash without interest and less any required withholding taxes. The terms and conditions
of the offer are described in the Offer to Purchase dated June
24, 2010 (the Offer to Purchase)
and the related Letter of Transmittal (which, together with any supplements or amendments thereto,
collectively constitute the Offer), copies of which are attached as Exhibits (a)(1)(A) and
(a)(1)(B) hereto, respectively.
Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to
Purchase, including all schedules and annexes to the Offer to Purchase, is hereby expressly
incorporated in this Schedule TO by reference in response to Items 1 through 9 and Item 11 of this
Schedule TO and is supplemented by the information specifically provided for in this Schedule TO.
Item 1.
Summary Term Sheet
The information set forth in the section entitled Summary Term Sheet in the Offer to
Purchase is incorporated herein by reference.
Item 2.
Subject Company Information
The subject company is American Italian Pasta Company. The address of the principal executive
offices of the Company is 4100 N. Mulberry Drive, Suite 200, Kansas City, Missouri 64116, and its
telephone number is (816) 584-5000.
As of June 15, 2010 (as represented by the Company in the Agreement and Plan of Merger dated
as of June 20, 2010, by and among Ralcorp, Purchaser and the Company (the Merger Agreement)),
there were 21,820,119 Shares outstanding (of which 241,959 Shares are restricted). As of June 20,
2010 (as represented by the Company in the Merger Agreement), there
were outstanding (i) employee
stock options to purchase an aggregate of 297,296 Shares (of which options to purchase an aggregate
of 297,296 Shares were exercisable) and (ii) stock appreciation rights with respect to an
aggregate of 1,270,309 Shares (of which rights with respect to an aggregate of 389,899 Shares were
exercisable). The information set forth in the Introduction of the Offer to Purchase is
incorporated herein by reference.
The information set forth in the section entitled Price Range of Shares; Dividends on the
Shares in the Offer to Purchase is incorporated herein by reference.
Item 3.
Identity and Background of Filing Person
The information set forth in the section entitled Certain Information Concerning Ralcorp and
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Purchaser of the Offer to Purchase and Annex A in the Offer to Purchase is incorporated
herein by reference.
Item 4.
Terms of the Transaction
The information set forth in the Offer to Purchase is incorporated herein by reference.
Item 5.
Past Contacts, Transactions, Negotiations and Agreements
The information set forth in the sections entitled Certain Information Concerning the
Company, Certain Information Concerning Ralcorp and Purchaser, Background of the Offer; Past
Contacts or Negotiations with the Company, Purpose of the Offer; The Merger; Plans for the
Company and The Merger Agreement in the Offer to Purchase is incorporated herein by reference.
Item 6.
Purposes of the Transaction and Plans or Proposals
The information set forth in the sections entitled Price Range of Shares; Dividends on the
Shares, Effect of Offer on Listing, Market for Shares and SEC Registration, Purpose of the
Offer; The Merger; Plans for the Company, The Merger Agreement and Dividends and Distributions
in the Offer to Purchase is incorporated herein by reference.
Item 7.
Source and Amount of Funds or Other Consideration
The information set forth in the section entitled Source and Amount of Funds in the Offer to
Purchase is incorporated herein by reference.
Item 8.
Interest in Securities of the Subject Company
The information set forth in the section entitled Certain Information Concerning Ralcorp and
Purchaser in the Offer to Purchase is incorporated herein by reference.
Item 9.
Persons/Assets, Retained, Employed, Compensated or Used
The information set forth in the Introduction and in the section entitled Fees and
Expenses in the Offer to Purchase is incorporated herein by reference.
Item 10.
Financial Statements
Not applicable.
Item 11.
Additional Information
(a)(1) The information set forth in the sections entitled Certain Information Concerning
Ralcorp and Purchaser, Background of the Offer; Past Contacts or Negotiations with the Company,
Purpose of the Offer; The Merger; Plans for the Company and The Merger
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Agreement in the Offer to Purchase and Annex A of the Offer to Purchase is incorporated
herein by reference.
(a)(2), (3) The information set forth in the sections entitled Purpose of the Offer; The
Merger; Plans for the Company, Conditions to Purchasers Obligations and Certain Regulatory and
Legal Matters in the Offer to Purchase is incorporated herein by reference.
(a)(4) The information set forth in the sections entitled Effect of Offer on Listing, Market
for Shares and SEC Registration, Source and Amount of Funds and Certain Regulatory and Legal
Matters, in the Offer to Purchase is incorporated herein by reference.
(a)(5)
The information set forth in the section entitled Certain
Regulatory and Legal Matters, in the Offer to Purchase is
incorporated herein by reference.
(b) The information set forth in the Offer to Purchase is incorporated herein by reference.
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Item 12.
Exhibits
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(a)(1)(A)
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Offer to Purchase dated June 24, 2010.
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(a)(1)(B)
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Form of Letter of Transmittal.
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery.
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
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(a)(1)(E)
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Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
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(a)(5)(A)
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Press Release, dated June 24, 2010, by Ralcorp Holdings, Inc.
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(a)(5)(B)
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Form of Summary Advertisement Published in the New York Times on
June 24, 2010.
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(a)(5)(C)
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Complaint filed in the Circuit Court of
Jackson County, Missouri, at Kansas City on June 21, 2010.
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(b)(1)
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Commitment Letter, dated June 20, 2010, among Ralcorp Holdings,
Inc., Credit Suisse Securities (USA) LLC and Credit Suisse AG
(incorporated herein by reference to Exhibit 2.2 to the Current
Report on Form 8-K filed by Ralcorp Holdings, Inc. on June 21,
2010).
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(b)(2)
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$400,000,000 Credit Agreement (revolving credit) dated as of July
18, 2008 among Ralcorp Holdings, Inc., the Lenders party thereto,
and JPMorgan Chase Bank as Administrative Agent, Swingline Lender
and Issuing Bank (incorporated herein by reference to Exhibit 10.1
to Ralcorp Holdings, Inc.s Form 10-Q for the period ended June 30,
2008).
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(b)(3)
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Receivables Purchase Agreement dated as of September 25, 2001 among
Ralcorp Receivables Corporation, Ralcorp Holdings, Inc., Falcon
Asset Securitization Corporation and Bank One, N.A. (incorporated
herein by reference to Exhibit 10.4 to Ralcorp Holdings, Inc.s Form
10-K for the year ended September 30, 2001).
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(b)(4)
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Amendment No. 5 to Receivables Purchase Agreement dated October 20,
2005 among Ralcorp Receivables Corporation, Ralcorp Holdings, Inc.,
Falcon Asset Securitization Corporation and Bank One, N.A
(incorporated herein by reference to Exhibit 10.4 to Ralcorp
Holdings, Inc.s Form 10-K for the year ended September 30, 2005).
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(b)(5)
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Amendment No. 6 to Receivables Purchase Agreement dated October 19,
2006 among Ralcorp Holdings, Inc., Ralcorp Receivables Corporation,
Falcon Asset Securitization Company LLC, formerly known as Falcon
Asset Securitization Corporation and JPMorgan Chase Bank, N.A.,
successor by merger to Bank One, NA (incorporated herein by
reference to Exhibit 10.1 to the Current Report on Form 8-K
filed by Ralcorp Holdings, Inc. on October 25, 2006).
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(b)(6)
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Amendment No. 7 to Receivables Purchase Agreement dated October 18,
2007 among Ralcorp Holdings, Inc., Ralcorp Receivables Corporation,
Falcon Asset
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Securitization Company LLC, formerly known as Falcon
Asset Securitization Corporation and JPMorgan Chase Bank, N.A.,
successor by merger to Bank One, NA (incorporated herein by
reference to Exhibit 10.6 to Ralcorp Holdings, Inc.s Form 10-K for
the year ended September 30, 2007).
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(b)(7)
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Amendment No. 8 to Receivables Purchase Agreement dated December 14,
2007 among Ralcorp Holdings, Inc., Ralcorp Receivables Corporation,
Falcon Asset Securitization Company LLC, formerly known as Falcon
Asset Securitization Corporation and JPMorgan Chase Bank, N.A.,
successor by merger to Bank One, NA (incorporated herein by
reference to Exhibit 10.1 to Ralcorp Holdings, Inc.s Form 10-Q for
the period ended March 31, 2008).
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(b)(8)
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Amendment No. 9 to Receivables Purchase Agreement dated October 16,
2008 (incorporated herein by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed by Ralcorp Holdings, Inc. on
October 16, 2008).
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(b)(9)
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Amendment No. 10 to Receivables Purchase Agreement dated October 15,
2009 (incorporated herein by reference to Exhibit 10.9 to Ralcorp
Holdings, Inc.s Form 10-K for the year ended September 30, 2009).
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(d)(1)
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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 a wholly owned subsidiary of Ralcorp
Holdings, Inc. (incorporated herein by reference to Exhibit 2.1 to
the Current Report on Form 8-K filed by Ralcorp Holdings, Inc. on
June 21, 2010).
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(d)(2)
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Confidentiality Agreement dated as of May 3, 2010, by and between
American Italian Pasta Company and Ralcorp Holdings, Inc.
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(d)(3)
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Exclusivity Agreement dated as of May 24, 2010, by and between
American Italian Pasta Company and Ralcorp Holdings, Inc.
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Item 13.
Information Required by Schedule 13E-3
Not applicable.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
Dated:
June 24, 2010
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EXCELSIOR ACQUISITION CO.
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By:
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/s/ Gregory A. Billhartz
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Gregory A. Billhartz, Esq.
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Corporate Vice President,
General Counsel and Secretary
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RALCORP HOLDINGS, INC.
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By:
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/s/ Gregory A. Billhartz
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Gregory A. Billhartz, Esq.
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Corporate Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
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(a)(1)(A)
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Offer to Purchase dated June 24, 2010.
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(a)(1)(B)
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Form of Letter of Transmittal.
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery.
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
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(a)(1)(E)
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Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
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(a)(5)(A)
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Press Release, dated June 24, 2010, by Ralcorp Holdings, Inc.
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(a)(5)(B)
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Form of Summary Advertisement Published in the New York Times on
June 24, 2010.
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(a)(5)(C)
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Complaint filed in the Circuit Court of
Jackson County, Missouri, at Kansas City on June 21, 2010.
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(b)(1)
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Commitment Letter, dated June 20, 2010, among Ralcorp Holdings,
Inc., Credit Suisse Securities (USA) LLC and Credit Suisse AG
(incorporated herein by reference to Exhibit 2.2 to the Current
Report on Form 8-K filed by Ralcorp Holdings, Inc. on June 21,
2010).
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(b)(2)
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$400,000,000 Credit Agreement (revolving credit) dated as of July
18, 2008 among Ralcorp Holdings, Inc., the Lenders party thereto,
and JPMorgan Chase Bank as Administrative Agent, Swingline Lender
and Issuing Bank (incorporated herein by reference to Exhibit 10.1
to Ralcorp Holdings, Inc.s Form 10-Q for the period ended June 30,
2008).
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(b)(3)
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Receivables Purchase Agreement dated as of September 25, 2001 among
Ralcorp Receivables Corporation, Ralcorp Holdings, Inc., Falcon
Asset Securitization Corporation and Bank One, N.A. (incorporated
herein by reference to Exhibit 10.4 to Ralcorp Holdings, Inc.s Form
10-K for the year ended September 30, 2001).
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(b)(4)
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Amendment No. 5 to Receivables Purchase Agreement dated October 20,
2005 among Ralcorp Receivables Corporation, Ralcorp Holdings, Inc.,
Falcon Asset Securitization Corporation and Bank One, N.A
(incorporated herein by reference to Exhibit 10.4 to Ralcorp
Holdings, Inc.s Form 10-K for the year ended September 30, 2005).
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(b)(5)
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Amendment No. 6 to Receivables Purchase Agreement dated October 19,
2006 among Ralcorp Holdings, Inc., Ralcorp Receivables Corporation,
Falcon Asset Securitization Company LLC, formerly known as Falcon
Asset Securitization Corporation and JPMorgan Chase Bank, N.A.,
successor by merger to Bank One, NA (incorporated herein by
reference to Exhibit 10.1 to the Current Report on Form 8-K
filed by Ralcorp Holdings, Inc. on October 25, 2006).
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(b)(6)
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Amendment No. 7 to Receivables Purchase Agreement dated October 18,
2007 among Ralcorp Holdings, Inc., Ralcorp Receivables Corporation,
Falcon Asset
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Securitization Company LLC, formerly known as Falcon
Asset Securitization Corporation and JPMorgan Chase Bank, N.A.,
successor by merger to Bank One, NA (incorporated herein by
reference to Exhibit 10.6 to Ralcorp Holdings, Inc.s Form 10-K for
the year ended September 30, 2007).
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(b)(7)
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Amendment No. 8 to Receivables Purchase Agreement dated December 14,
2007 among Ralcorp Holdings, Inc., Ralcorp Receivables Corporation,
Falcon Asset Securitization Company LLC, formerly known as Falcon
Asset Securitization Corporation and JPMorgan Chase Bank, N.A.,
successor by merger to Bank One, NA (incorporated herein by
reference to Exhibit 10.1 to Ralcorp Holdings, Inc.s Form 10-Q for
the period ended March 31, 2008).
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(b)(8)
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Amendment No. 9 to Receivables Purchase Agreement dated October 16,
2008 (incorporated herein by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed by Ralcorp Holdings, Inc. on
October 16, 2008).
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(b)(9)
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Amendment No. 10 to Receivables Purchase Agreement dated October 15,
2009 (incorporated herein by reference to Exhibit 10.9 to Ralcorp
Holdings, Inc.s Form 10-K for the year ended September 30, 2009).
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(d)(1)
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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 a wholly owned subsidiary of Ralcorp
Holdings, Inc. (incorporated herein by reference to Exhibit 2.1 to
the Current Report on Form 8-K filed by Ralcorp Holdings, Inc. on
June 21, 2010).
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(d)(2)
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Confidentiality Agreement dated as of May 3, 2010, by and between
American Italian Pasta Company and Ralcorp Holdings, Inc.
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(d)(3)
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Exclusivity Agreement dated as of May 24, 2010, by and between
American Italian Pasta Company and Ralcorp Holdings, Inc.
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10
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