-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HFx+KwN2fV2AuGz2gFTFCnV6wEij2VI8N/Yb0mjUOmublkRvmCEqfcXNWuG5hSDm /wE9SZ1fRawo28IX/WG6HQ== 0000950103-99-000084.txt : 19990212 0000950103-99-000084.hdr.sgml : 19990212 ACCESSION NUMBER: 0000950103-99-000084 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ITALIAN PASTA CO CENTRAL INDEX KEY: 0000849667 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 841032638 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-53419 FILM NUMBER: 99530043 BUSINESS ADDRESS: STREET 1: 1000 ITALIAN WAY CITY: EXCELSIOR SPRINGS STATE: MO ZIP: 64024 BUSINESS PHONE: 8165026000 MAIL ADDRESS: STREET 1: 1000 ITALIAN WAY CITY: EXCELSIOR SPRINGS STATE: MO ZIP: 64024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127614000 MAIL ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 SC 13G/A 1 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- SCHEDULE 13G AMENDMENT NO. 1 Rule 13d-102 Under the Securities Exchange Act of 1934 INFORMATION STATEMENT FILED PURSUANT TO RULE 13d-1(d)* AMERICAN ITALIAN PASTA COMPANY (Name of Issuer) CLASS A CONVERTIBLE COMMON STOCK $.001 PAR VALUE (Title of Class of Securities) ---------- 02707010 (CUSIP Number) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filled" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ============================================================================== SCHEDULE 13G CUSIP No. 02707010 Page 2 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Morgan Stanley Leveraged Equity Fund II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 446,442 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 446,442 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 446,442 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.47% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 3 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan Stanley Leveraged Equity Fund II, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 446,442 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 446,442 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 446,442 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.47% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 4 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan Stanley Dean Witter & Co. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 635,970 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 635,970 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 635,970 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.52% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 5 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan Stanley Capital Partners III, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 167,649 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 167,649 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167,649 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.93% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 6 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MSCP III, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 189,528 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 189,528 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 189,528 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.05% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 7 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan Stanley Capital Partners III, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 189,528 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 189,528 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 189,528 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.05% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 8 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MSCP III 892 Investors, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 17,164 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 17,164 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,164 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.09% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 9 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan Stanley Capital Investors, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 4,715 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 4,715 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,715 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.03% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 10 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George K. Baum Group, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Missouri 5 SOLE VOTING POWER 94,615 shares 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 71 EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 94,615 shares 8 SHARED DISPOSITIVE POWER 71 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 94,686 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.52% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 11 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON G. Kenneth Baum 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER 15,094 shares 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 94,686 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 15,094 shares 8 SHARED DISPOSITIVE POWER 94,686 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 109,780 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.61% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 12 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George K. Baum Capital Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 13 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GKB Private Investment Partners, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 14 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George K. Baum Employee Equity Fund, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 15 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GKB Equity, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Missouri 5 SOLE VOTING POWER 223 shares 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 223 shares 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 223 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.001% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 16 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George K. Baum Holdings, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 1,093 shares 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 71 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 1,093 shares 8 SHARED DISPOSITIVE POWER 71 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,164 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.006% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 17 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jonathan E. Baum 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER 4,902 shares 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 3,647 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 4,902 shares 8 SHARED DISPOSITIVE POWER 3,647 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,549 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.05% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 18 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citicorp Venture Capital, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 890,195 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 890,195 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 890,195 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.92% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 19 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citibank, N.A. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION National Association 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 890,195 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 890,195 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 890,195 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.92% 12 TYPE OF REPORTING PERSON* BK *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 20 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citicorp 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 890,195 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 890,195 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 890,195 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.92% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 21 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JSS Management Company, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Texas 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 27,441 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 27,441 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,441 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.15% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 22 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William T. Webster as custodian for William T. Webster, Jr. under the Missouri Uniform Transfers to Minors Law 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 23 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William T. Webster as custodian for Aubrey A. Webster under the Missouri Uniform Transfers to Minor Law 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 24 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William T. Webster as custodian for Samuel Timothy Webster under the Missouri Uniform Transfers to Minors Law 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 25 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kirstin D. Webster and James A. Heeter, Co-Trustees under The Timothy S. Webster Family Gift Trust of 1996, dated September 27, 1996 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Kansas 5 SOLE VOTING POWER 12,675 shares 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 12,675 shares 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,675 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.07% 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 26 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William T. Webster 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 27 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Julie D. Webster 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 28 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Horst W. Schroeder 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Germany 5 SOLE VOTING POWER 592,079 shares 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 592,079 shares 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 592,079 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.27% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 29 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anna Catherine Webster 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 30 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ernest Jack Webster, Jr. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Unites States of America 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 31 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David B. Potter 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER 36,510 shares 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 36,510 shares 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,510 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.20% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 32 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Timothy S. Webster 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER 360,818 shares 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 360,818 shares 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 360,818 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.00% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 33 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David E. Watson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER 125,714 shares 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 125,714 shares 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,714 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.70% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 34 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Darrel E. Bailey 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER 68,170 shares 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 68,170 shares 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 68,170 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.38% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 35 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norman F. Abreo 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER 58,498 shares 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 58,498 shares 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 58,498 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.32% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 36 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Isabel A. Lange 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Germany 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 37 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bernd H. Schroeder 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Germany 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 38 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gisela I. Schroeder, Trustee of the Living Trust of Gisela I. Schroeder U/T/I dated May 24, 1985 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION South Carolina 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 39 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thompson Holdings, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 179,894 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 179,894 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 179,894 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.00% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 40 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thompson Holdings, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 179,894 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 179,894 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 179,894 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.00% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 41 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard C. Thompson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 230,798 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 230,798 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 230,798 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.28% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 42 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James A. Schlindwein 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 25,625 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 25,625 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,625 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.14% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 43 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Suzanne S. Schlindwein 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 7,119 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 7,119 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,119 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.04% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 44 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Horst W. Schroeder, Trustee of the Living Trust of Horst W. Schroeder, dated May 24, 1985, or successor trustee 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION South Carolina 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 45 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jerry Dear 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER 4,747 shares 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 4,747 shares 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,747 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.03% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 46 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel R. Keller 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER 3,563 shares 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 3,563 shares 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,563 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.02% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 47 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mike Willhoite 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER 6,175 shares 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 6,175 shares 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,175 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [X] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.03% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 48 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CCT Partners III, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 157,103 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 157,103 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 157,103 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [X] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.87% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 49 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CCT I Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 157,103 shares EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 157,103 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 157,103 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.87% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 50 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Phillip A. Dibble 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 02707010 Page 51 of 82 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Phyllis Kruse Dibble 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer. The name of the issuer is American Italian Pasta Company (the "Company"). Item 1(b). Address of Issuer's Principal Executive Office. American Italian Pasta Company 1000 Italian Way Excelsior Springs, Missouri 64024 Item 2(a). Name of Person Filing. This statement is filed on behalf of the persons identified in Item 4 below. In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each person filing this statement acknowledges that it is responsible for the completeness and accuracy of the information concerning that person but is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Item 2(b). Address of Principal Business Office or, if None, Residence. The address of the principal business office of each of The Morgan Stanley Leveraged Equity Fund II, L.P., Morgan Stanley Leveraged Equity Fund II, Inc., Morgan Stanley Capital Partners III, L.P., MSCP III, L.P., Morgan Stanley Capital Partners III, Inc., MSCP III 892 Investors, L.P. and Morgan Stanley Capital Investors, L.P. is 1221 Avenue of the Americas, New York, New York 10020. The address of the principal business office of Morgan Stanley Dean Witter & Co. is 1585 Broadway, New York, New York 10036. The address of the principal business office of each of George K. Baum Group, Inc., G. Kenneth Baum, George K. Baum Capital Partners, L.P., GKB Private Investment Partners, LLC, George K. Baum Employee Equity Fund, L.P., GKB Equity, Inc., George K. Baum Holdings, Inc. and Jonathan E. Baum is 120 West 12th Street, Suite 800, Kansas City, Missouri 64105. The address of the principal business office of each of Citicorp Venture Capital, Ltd., CCT Partners III, L.P. and CCT I Corporation is 399 Park Avenue, 14th Floor, New York, New York 10043. The address of the principal business of each of Citibank, N.A. and Citicorp is 153 East 53rd Street, New York, New York 10043. The address of the principal business office of each of JSS Management Company, Ltd., James A. Schlindwein and Suzanne S. Schlindwein is 9165 Briar Forest, Houston, Texas 77024. The address of each of William T. Webster as custodian for William T. Webster, Jr. under the Missouri Uniform Transfers to Minors Law, William T. Webster as custodian for Aubrey A. Webster under the Missouri Uniform Transfers to Minor Law, William T. Webster as custodian for Samuel Timothy Webster under the Missouri Uniform Transfers to Minors Law, Kirstin D. Webster and James A. Heeter, Co-Trustees under The Timothy S. Webster Family Gift Trust of 1996, dated September 27, 1996, William T. Webster, Julie D. Webster, Anna Catherine Webster, Ernest Jack Webster, Jr., David B. Potter, Timothy S. Webster, David E. Watson, Darrel E. Bailey, Norman F. Abreo, Jerry Dear, Mike Willhoite, Phillip A. Dibble and Phyllis Kruse Dibble is c/o American Italian Pasta Company, 1000 Italian Way, Excelsior Springs, Missouri 64024. The address of each of Horst W. Schroeder, Isabel A. Lange, Bernd H. Schroeder, Gisela I. Schroeder, Trustee of the Living Trust of Gisela I. Schroeder U/T/I dated May 24, 1985 and Horst W. Schroeder, Trustee of the Living Trust of Horst W. Schroeder, dated May 24, 1985, or successor trustee, is 40 Wexford on the Green, Hilton Head, South Carolina 29928. The address of the principal business office of each of Thompson Holdings, Inc., Thompson Holdings, L.P. and Richard C. Thompson is Thompson's Nutritional Technology, Inc., 16 Kansas Avenue, Kansas City, Kansas 66105. The address of the residence of Daniel R. Keller is 14 Dodge Place, Grosse Pointe, Michigan 48230. Item 2(c). Citizenship. Each of persons filing this statement is a United States citizen, a corporation, limited partnership or limited liability company organized under the laws of a state of the United States or a trust created or governed under the laws of a state of the United States, except as noted below. Each of Horst W. Schroeder, Isabel A. Lange and Bernd H. Schroeder is a citizen of Germany. Item 2(d). Title of Class of Securities. This statement relates to the Company's Class A Convertible Common Stock, par value $.001 per share (the "Class A Shares"). Item 2(e). CUSIP Number. The Company's CUSIP number is 02707010. Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act, (e) [ ] Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940, (f) [ ] Employee Benefit Plan, Pension Fund which is now subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F), (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(1)(ii)(G); see Item 7, (h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Not applicable. Item 4. Ownership. If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. (a), (b) and (c) Certain stockholders of the Company and the Company entered into the Amended and Restated Shareholders' Agreement dated as of October 6, 1997 (the "Original Shareholders Agreement") which contained provisions regarding, among other things, restrictions on transferability and voting of the Company's Class A Shares and certain agreements as to sales or other dispositions of the Company's Class A Shares. Accordingly, the parties to the Original Shareholders Agreement and certain of their affiliates filed jointly the Schedule 13G dated February 13, 1998. The Original Shareholders Agreement was amended and restated as of April 7, 1998 (the "Amended Shareholders Agreement") to delete certain provisions regarding, among other things, restrictions on transferability and certain agreements as to sales or other dispositions of the Company's Class A Shares and to amend the provisions regarding voting of the Company's Class A Shares. The provisions contained in the Amended Shareholders Agreement regarding voting of the Company's Class A Shares were irrevocably waived on May 5, 1998. As a result, as of May 5, 1998, the parties to the Amended Shareholders Agreement and certain of their affiliates were no longer deemed to be members of a "group" for the purposes of Sections 13(d) or 13(g) of the Exchange Act. All further filings with respect to the Company's Class A Shares will be filed, if required, by members of the dissolved group in their individual capacity. The filing of this statement should not be construed as an admission by any person that such person is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this statement, other than the securities set forth opposite such person's name in the table below. The table below indicates the beneficial ownership of Class A Shares as of December 31, 1998 of the persons filing this statement. In its Form 10-K for the fiscal year ended October 2, 1998, the Company reported that as of December 10, 1998, 18,086,775 Class A Shares were outstanding. The Reporting Persons, in the aggregate, beneficially own 3,361,529 Class A Shares. The Class A Shares beneficially owned by the Reporting Persons, in the aggregate, represent 18.6% of the outstanding Class A Shares.
(iii) (iv) (i) (ii) Deemed to have Deemed to have Deemed to have Deemed to have Sole Power to Shared Power to Beneficial Sole Power to Shared Power to Dispose or to Dispose or to Ownership Vote or to Vote or to Direct the Direct the at December 31, Percent of Direct the Vote Direct the Vote Disposition Disposition 1998 Class --------------- --------------- ------------- --------------- --------------- ---------- The Morgan Stanley Leveraged Equity Fund II, L.P. -0- 446,442 -0- 446,442 446,442 2.47% Morgan Stanley Leveraged Equity Fund II, Inc. (1) -0- 446,442 -0- 446,442 446,442 2.47 Morgan Stanley Dean Witter & Co. (2) -0- 635,970 -0- 635,970 635,970 3.52 Morgan Stanley Capital Partners III, L.P. -0- 167,649 -0- 167,649 167,649 0.93 MSCP III, L.P. (1) -0- 189,528 -0- 189,528 189,528 1.05 Morgan Stanley Capital Partners III, Inc. (1) -0- 189,528 -0- 189,528 189,528 1.05 MSCP III 892 Investors, L.P. -0- 17,164 -0- 17,164 17,164 0.09 Morgan Stanley Capital Investors, L.P. -0- 4,715 -0- 4,715 4,715 0.03 George K. Baum Group, Inc. (22) 94,615 71 94,615 71 94,686 0.52 G. Kenneth Baum (3) 15,094 94,686 15,094 94,686 109,780 0.61 George K. Baum Capital Partners, L.P. -0- -0- -0- -0- -0- -0- GKB Private Investment Partners, LLC -0- -0- -0- -0- -0- -0- George K. Baum Employee Equity Fund, L.P. -0- -0- -0- -0- -0- -0- GKB Equity, Inc. (4) 223 -0- 223 -0- 223 0.001 George K. Baum Holdings, Inc. (4) 1,093 71 1,093 71 1,164 0.006 Jonathan E. Baum (5) 4,902 3,647 4,902 3,647 8,549 0.05 Citicorp Venture Capital, Ltd. (6)(7) -0- 890,195 -0- 890,195 890,195 4.92 Citicorp, N.A. (7) -0- 890,195 -0- 890,195 890,195 4.92 Citicorp (7) -0- 890,195 -0- 890,195 890,195 4.92 JSS Management Company, Ltd. (8) -0- 27,441 -0- 27,441 27,441 0.15 William T. Webster as custodian for William T. Webster, Jr. under the Missouri Uniform Transfers to Minors Law (9) -0- -0- -0- -0- -0- -0- William T. Webster as custodian for Aubrey A. Webster under the Missouri Uniform Transfers to Minor Law (9) -0- -0- -0- -0- -0- -0- William T. Webster as custodian for Samuel Timothy Webster under the Missouri Uniform Transfers to Minors Law (9) -0- -0- -0- -0- -0- -0- Kirstin D. Webster and James A. Heeter, Co-Trustees under The Timothy S. Webster Family Gift Trust of 1996, dated September 27, 1996 (9) 12,675 -0- 12,675 -0- 12,675 0.07% William T. Webster (9) -0- -0- -0- -0- -0- -0- Julie D. Webster (9) -0- -0- -0- -0- -0- -0- Horst W. Schroeder (10)(11) 592,079 -0- 592,079 -0- 592,079 3.27 Anna Catherine Webster (9) -0- -0- -0- -0- -0- -0- Ernest Jack Webster, Jr. (9) -0- -0- -0- -0- -0- -0- David B. Potter (12) 36,510 -0- 36,510 -0- 36,510 0.20 Timothy S. Webster (9)(13)(23) 360,818 -0- 360,818 -0- 360,818 2.00 David E. Watson (14) 125,714 -0- 125,714 -0- 125,714 0.70 Darrel E. Bailey (15) 68,170 -0- 68,170 -0- 68,170 0.38 Norman F. Abreo (16) 58,498 -0- 58,498 -0- 58,498 0.32 Isabel A. Lange (10) -0- -0- -0- -0- -0- -0- Bernd H. Schroeder (10) -0- -0- -0- -0- -0- -0- Gisela I. Schroeder, Trustee of the Living Trust of Gisela I. Schroeder U/T/I dated May 24, 1985 (10) -0- -0- -0- -0- -0- -0- Thompson Holdings, Inc. (17) -0- 179,894 -0- 179,894 179,894 1.00 Thompson Holdings, L.P. -0- 179,894 -0- 179,894 179,894 1.00 Richard C. Thompson (18) -0- 230,798 -0- 230,798 230,798 1.28 James A. Schlindwein (8) -0- 25,625 -0- 25,625 25,625 0.14 Suzanne S. Schlindwein (8) -0- 7,119 -0- 7,119 7,119 0.04 Horst W. Schroeder, Trustee of the Living Trust of Horst W. Schroeder, dated May 24, 1985, or successor trustee (10) -0- -0- -0- -0- -0- -0- Jerry Dear (19) 4,747 -0- 4,747 -0- 4,747 0.03 Daniel R. Keller 3,563 -0- 3,563 -0- 3,563 0.02 Mike Willhoite (20) 6,175 -0- 6,175 -0- 6,175 0.03 CCT Partners III, L.P. -0- 157,103 -0- 157,103 157,103 0.87 CCT I Corporation (21) -0- 157,103 -0- 157,103 157,103 0.87 Phillip A. Dibble (9) -0- -0- -0- -0- -0- -0- Phyllis Kruse Dibble (9) -0- -0- -0- -0- -0- -0-
- ---------- (1) The general partner of The Morgan Stanley Leveraged Fund II, L.P. is Morgan Stanley Leveraged Equity Fund II, Inc., a wholly-owned subsidiary of Morgan Stanley Dean Witter & Co. The general partner of each of Morgan Stanley Capital Partners III, L.P., MSCP III 892 Investors, L.P. and Morgan Stanley Capital Investors, L.P. is MSCP III, L.P. The general partner of MSCP III, L.P. is Morgan Stanley Capital Partners III, Inc., also a wholly-owned subsidiary of Morgan Stanley Dean Witter & Co. (2) Includes Class A Shares beneficially owned by The Morgan Stanley Leveraged Equity Fund II, L.P., Morgan Stanley Capital Partners III, L.P., MSCP III 892 Investors, L.P. and Morgan Stanley Capital Investors, L.P. Morgan Stanley Dean Witter & Co. may be deemed to have shared voting and dispositive power with respect to any Class A Shares beneficially held by each of the entities listed in the preceding sentence. (3) G. Kenneth Baum is a controlling shareholder of George K. Baum Group, Inc. and may be deemed to have shared voting and dispositive power with respect to any Class A Shares beneficially held by George K. Baum Group, Inc. Also includes Class A Shares beneficially owned by Grandchild, L.P. of which G. Kenneth Baum, as trustee of the G. Kenneth Baum Revocable Trust, is the general partner. Except to the extent of his indirect beneficial ownership of Grandchild, L.P., Mr. Baum disclaims beneficial ownership of the Class A Shares held by Grandchild, L.P. (4) George K. Baum Holdings, Inc. is the sole stockholder of GKB Equity, Inc. and, as such may be deemed to have sole voting and dispositive power with respect to the shares held by GKB Equity, Inc. George K. Baum Holdings, Inc. also owns a 50% interest in George K. Baum Merchant Banc, L.L.C. and as a result may be deemed to have shared voting and investment power with respect to the shares held by George K. Baum Merchant Banc, L.L.C. (5) Includes Class A Shares beneficially owned by George K. Baum Holdings, Inc. ("Holdings"). Jonathan Baum is the sole stockholder of Holdings. Also includes Class A Shares beneficially owned by GKB Equity, Inc., which is a wholly-owned subsidiary of Holdings. Also includes Class A Shares beneficially owned by George K. Baum Merchant Banc, L.L.C. ("Merchant Banc"), a limited liability company in which Holdings owns a 50% ownership interest. Also includes Class A Shares beneficially owned by Mr. Baum's wife, both individually and as custodian for their minor children. Also includes Class A Shares beneficially owned by Grandchild, L.P., a limited partnership in which Mr. Baum is a limited partner as custodian for each of his minor children. Except to the extent of his indirect beneficial ownership of Merchant Banc, Mr. Baum disclaims beneficial ownership of the Class A Shares held by Merchant Banc, his wife and on behalf of his minor children. (6) Citicorp Venture Capital, Ltd. is an affiliate of CCT Partners III, L.P. and may be deemed to have shared voting and dispositive power with respect to any Class A Shares beneficially held by CCT Partners III, L.P. (7) Citicorp Venture Capital, Ltd. is a wholly-owned subsidiary of Citibank, N.A., which is a wholly-owned subsidiary of Citicorp. Citicorp may be deemed to have shared voting and dispositive power with respect to any Class A Shares beneficially held by Citicorp Venture Capital, Ltd. (8) JSS Management Company Ltd., James A. Schlindwein and Suzanne S. Schlindwein may be deemed to have shared voting and dispositive power with respect to any Class A Shares beneficially held by each of them. (9) Timothy S. Webster has been irrevocably constituted and appointed as proxy, an agent and attorney-in-fact for and in the name and place of each of William T. Webster as custodian for William T. Webster, Jr. under the Missouri Uniform Transfers to Minors Law, William T. Webster as custodian for Aubrey A. Webster under the Missouri Uniform Transfers to Minor Law, William T. Webster as custodian for Samuel Timothy Webster under the Missouri Uniform Transfers to Minors Law, Kirstin D. Webster and James A. Heeter, Co-Trustees under The Timothy S. Webster Family Gift Trust of 1996, dated September 27, 1996, William T. Webster, Julie D. Webster, Anna Catherine Webster, Ernest Jack Webster, Jr., Phillip S. Dibble and Phyllis Kruse Dibble pursuant to a Proxy and Durable Power of Attorney for each of the entities and individuals listed in this sentence. Mr. Webster has exclusive voting and dispositive power with respect to any Class A Shares held in the name of each of the entities and individuals listed in the preceding sentence. (10) Horst W. Schroeder has been irrevocably constituted and appointed as proxy, an agent and attorney-in-fact for and in the name and place of each of Isabel A. Lange, Bernd H. Schroeder and Gisela I. Schroeder, Trustee of the Living Trust of Gisela I. Schroeder U/T/I dated May 24, 1985 pursuant to a Proxy and Durable Power of Attorney for each of the entities and individuals listed in this sentence. Mr. Schroeder is also the trustee of the Living Trust of Horst W. Schroeder, dated May 24, 1985, or successor trustee. Mr. Schroeder has exclusive voting and dispositive power with respect to any Class A Shares held in the name of each of the entities and individuals listed in the preceding two sentences. (11) Includes 463,608 stock options under the Company's 1992 Non-Qualified Stock Option Plan that have vested or will vest during the 60-day period after December 31, 1998. (12) Includes 21,462 stock options under the Company's 1992 Non-Qualified Stock Option Plan that have vested or will vest during the 60-day period after December 31, 1998. (13) Includes 336,367 stock options under the Company's 1992 Non-Qualified Stock Option Plan that have vested or will vest during the 60-day period after December 31, 1998. (14) Includes 75,092 stock options under the Company's 1992 Non-Qualified Stock Option Plan that have vested or will vest during the 60-day period after December 31, 1998. (15) Includes 45,193 stock options under the Company's 1992 Non-Qualified Stock Option Plan that have vested or will vest during the 60-day period after December 31, 1998. (16) Includes 51,281 stock options under the Company's 1992 Non-Qualified Stock Option Plan that have vested or will vest during the 60-day period after December 31, 1998. (17) Thompson Holdings, Inc. is the general partner of Thompson Holdings, L.P. Richard C. Thompson is the only limited partner of Thompson Holdings, Inc, and the president and sole stockholder of Thompson Holdings, Inc. Thompson Holdings, Inc., Thompson Holdings, L.P. and Richard C. Thompson may be deemed to have shared voting and dispositive power with respect to any Class A Shares beneficially held by each of them. (18) Includes Class A Shares beneficially owned by Thompson Holdings, L.P. Richard C. Thompson is the only limited partner of Thompson Holdings, Inc. and the president and sole stockholder of Thompson Holdings, Inc. Mr. Thompson may be deemed to have shared voting and dispositive power with respect to any Class A Shares beneficially held by Thompson Holdings, L.P. (19) Includes 3,680 stock options under the Company's 1992 Non-Qualified Stock Option Plan and the Company's 1993 Non-Qualified Stock Option Plan that have vested or will vest during the 60-day period after December 31, 1998. (20) Includes 4,752 stock options under the Company's 1992 Non-Qualified Stock Option Plan that have vested or will vest during the 60-day period after December 31, 1998. (21) CCT I Corporation is the general partner of CCT Partners III, L.P. may be deemed to have shared voting and dispositive power with respect to any Class A Shares beneficially held by CCT Partners III, L.P. (22) George K. Baum Group, Inc. is the general partner of Group Partners, L.P. and as a result may be deemed to have sole voting and investment power with respect to any Class A Shares beneficially held by such entity. George K. Baum Group, Inc. also owns a 50% interest in George K. Baum Merchant Banc, L.L.C. and as a result may be deemed to have shared voting and investment power with respect to any Class A Shares beneficially held by such entity. (23) Includes 5,365 Class A Shares beneficially owned by Mr. Webster's wife, individually. Except to the extent of his indirect beneficial ownership, Mr. Webster disclaims beneficial ownership of the Class A Shares held by Mrs. Webster. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [X] As described in Item 4 above, the stockholders identified in Exhibit 1 are no longer deemed to be members of a "group" for the purposes of Section 13 of the Exchange Act. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. See Exhibit 1. As described in Item 4 above, the stockholders identified in Exhibit 1 are no longer deemed to be members of a "group" for the purposes of Section 13 of the Exchange Act. Item 9. Notice of Dissolution of Group. See Item 4. Item 10. Certification. Not applicable. SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 11, 1999 MORGAN STANLEY CAPITAL PARTNERS III, INC. For each of The Morgan Stanley Leveraged Equity Fund II, L.P. Morgan Stanley Leveraged Equity Fund II, Inc. Morgan Stanley Dean Witter & Co. Morgan Stanley Capital Partners III, L.P. MSCP III, L.P. Morgan Stanley Capital Partners III, Inc. MSCP III 892 Investors, L.P. Morgan Stanley Capital Investors, L.P. George K. Baum Group, Inc. G. Kenneth Baum George K. Baum Capital Partners, L.P. GKB Private Investment Partners, LLC George K. Baum Employee Equity Fund, L.P. GKB Equity, Inc. George K. Baum Holdings, Inc. Jonathan E. Baum Citicorp Venture Capital, Ltd. Citibank, N.A. Citicorp JSS Management Company, Ltd. William T. Webster as custodian for William T. Webster, Jr. under the Missouri Uniform Transfers to Minors Law William T. Webster as custodian for Aubrey A. Webster under the Missouri Uniform Transfers to Minor Law William T. Webster as custodian for Samuel Timothy Webster under the Missouri Uniform Transfers to Minors Law Kirstin D. Webster and James A. Heeter, Co-Trustees under The Timothy S. Webster Family Gift Trust of 1996, dated September 27, 1996 William T. Webster Julie D. Webster Horst W. Schroeder Anna Catherine Webster Ernest Jack Webster, Jr. David B. Potter Timothy S. Webster David E. Watson Darrel E. Bailey Norman F. Abreo Isabel A. Lange Bernd H. Schroeder Gisela I. Schroeder, Trustee of the Living Trust of Gisela I. Schroeder U/T/I dated May 24, 1985 Thompson Holdings, Inc. Thompson Holdings, L.P. Richard C. Thompson James A. Schlindwein Suzanne S. Schlindwein Horst W. Schroeder, Trustee of the Living Trust of Horst W. Schroeder, dated May 24, 1985, or successor trustee Jerry Dear Daniel R. Keller Mike Willhoite CCT Partners III, L.P. CCT I Corporation Phillip A. Dibble Phyllis Kruse Dibble By: /s/ Carole Schiffman ------------------------ Name: Carole Schiffman Title: Attorney-in-Fact Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). Exhibit Index Page Exhibit 99.1 - Members of Former Group.....................................62 Exhibit 99.2 - Joint Reporting Agreement...................................64 Exhibit 99.3 - Power of Attorney...........................................74 EX-99.1 2 EXHIBIT 99.1 Pursuant to Item 8, the members of the former group that have filed this Schedule 13G pursuant to Rule 13d-1(d) are: The Morgan Stanley Leveraged Equity Fund II, L.P. Morgan Stanley Leveraged Equity Fund II, Inc. Morgan Stanley Dean Witter & Co. Morgan Stanley Capital Partners III, L.P. MSCP III, L.P. Morgan Stanley Capital Partners III, Inc. MSCP III 892 Investors, L.P. Morgan Stanley Capital Investors, L.P. George K. Baum Group, Inc. G. Kenneth Baum George K. Baum Capital Partners, L.P. GKB Private Investment Partners, LLC George K. Baum Employee Equity Fund, L.P. GKB Equity, Inc. George K. Baum Holdings, Inc. Jonathan E. Baum Citicorp Venture Capital, Ltd. Citibank, N.A. Citicorp JSS Management Company, Ltd. William T. Webster as custodian for William T. Webster, Jr. under the Missouri Uniform Transfers to Minors Law William T. Webster as custodian for Aubrey A. Webster under the Missouri Uniform Transfers to Minor Law William T. Webster as custodian for Samuel Timothy Webster under the Missouri Uniform Transfers to Minors Law Kirstin D. Webster and James A. Heeter, Co-Trustees under The Timothy S. Webster Family Gift Trust of 1996, dated September 27, 1996 William T. Webster Julie D. Webster Horst W. Schroeder Anna Catherine Webster Ernest Jack Webster, Jr. David B. Potter Timothy S. Webster David E. Watson Darrel E. Bailey Norman F. Abreo Isabel A. Lange Bernd H. Schroeder Gisela I. Schroeder, Trustee of the Living Trust of Gisela I. Schroeder U/T/I dated May 24, 1985 Thompson Holdings, Inc. Thompson Holdings, L.P. Richard C. Thompson James A. Schlindwein Suzanne S. Schlindwein Horst W. Schroeder, Trustee of the Living Trust of Horst W. Schroeder, dated May 24, 1985, or successor trustee Jerry Dear Daniel R. Keller Mike Willhoite CCT Partners III, L.P. CCT I Corporation Phillip A. Dibble Phyllis Kruse Dibble EX-99.2 3 Exhibit 99.2 JOINT REPORTING AGREEMENT In consideration of the mutual covenants herein contained, each of the parties hereto represents to and agrees with the other parties as follows: 1. Such party is eligible to file a statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, pertaining to the Class A Convertible Common Stock, par value $.001 per share ("Class A Common Stock"), of the American Italian Pasta Company. 2. Such party is responsible for timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no such party is responsible for the completeness or accuracy of the information concerning the other parties making the filing, unless such party knows or has reason to believe that such information is inaccurate. 3. Such party agrees that such statement is prepared and filed by Morgan Stanley Capital Partners ("MSCP") by and on behalf of each such party and that any amendment thereto will be filed on behalf of each such party. 4. Such party agrees to notify Peter Vogelsang (at 212-762-8422), immediately upon the occurrence of any event which will result in an increase or decrease in the percentage of Class A Common Stock beneficially owned by such party. 5. Such party hereby indemnifies each other party hereto and the affiliates of such other party (each, an "Indemnified Person") against and agrees to hold each of them harmless from any and all damage, loss, liability and expense (including without limitation reasonable expenses of investigation and reasonable attorneys' fees and expenses) in connection with any action, suit or proceeding incurred or suffered by any Indemnified Person arising out of (i) any breach of any of the obligations of such party set forth herein or (ii) the failure of such party to provide complete and accurate information for inclusion in such statement. 6. Such party agrees to promptly reimburse MSCP for such party's Pro Rata Portion of MSCP's out of pocket fees and expenses incurred in connection with the preparation and filing of such statement and any amendment thereto (the "Expenses"). In furtherance of the foregoing, such party hereby authorizes MSCP to direct the underwriters in any underwritten offering of shares of Class A Common Stock owned by such party to deliver directly to MSCP or its designee a portion of the net proceeds from the sale of the shares of such party equal to such party's Pro Rata Portion of such Expenses. As used herein, "Pro Rata Portion" of Expenses with respect to such statement or any amendment thereto means, with respect to any party, a fraction, the numerator of which is equal to the number of shares of Class A Common Stock that are owned of record by such party and reported on such statement or amendment, as the case may be, and the denominator of which is equal to the number of shares of Class A Common Stock reported on such statement or amendment, as the case may be, as beneficially owned by the filing group. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts taken together shall constitute but one agreement. Dated: October 6, 1997 MORGAN STANLEY LEVERAGED EQUITY FUND II, L.P. By: Morgan Stanley Leveraged Equity Fund II, Inc., as General Partner By: /s/ Peter R. Vogelsang ------------------------------------------- Name: Peter R. Vogelsang Title: Secretary MORGAN STANLEY LEVERAGED EQUITY FUND II, INC. By: /s/ Peter R. Vogelsang ------------------------------------------- Name: Peter R. Vogelsang Title: Secretary MORGAN STANLEY DEAN WITTER & CO. By: /s/ Peter R. Vogelsang ------------------------------------------- Name: Peter R. Vogelsang Title: Authorized Signatory MORGAN STANLEY CAPITAL PARTNERS III, L.P. By: MSCP III, L.P. as General Partner By: Morgan Stanley Capital Partners III, Inc., as General Partner By: /s/ Peter R. Vogelsang ------------------------------------------- Name: Peter R. Vogelsang Title: Secretary MSCP III, L.P. By: Morgan Stanley Capital Partners III, Inc., as General Partner By: /s/ Peter R. Vogelsang ------------------------------------------- Name: Peter R. Vogelsang Title: Secretary MORGAN STANLEY CAPITAL PARTNERS III, INC. By: /s/ Peter R. Vogelsang ------------------------------------------- Name: Peter R. Vogelsang Title: Secretary MSCP III 892 INVESTORS, L.P. By: MSCP III, L.P. as General Partner By: Morgan Stanley Capital Partners III, Inc., as General Partner By: /s/ Peter R. Vogelsang ------------------------------------------- Name: Peter R. Vogelsang Title: Secretary MORGAN STANLEY CAPITAL INVESTORS, L.P. By: MSCP III, L.P. as General Partner By: Morgan Stanley Capital Partners III, Inc., as General Partner By: /s/ Peter R. Vogelsang ------------------------------------------- Name: Peter R. Vogelsang Title: Secretary GEORGE K. BAUM GROUP, INC. By: /s/ William D. Thomas ------------------------------------------- Name: William D. Thomas Title: President GKB PRIVATE INVESTMENT PARTNERS, L.L.C. as Nominee for: GEORGE K. BAUM CAPITAL PARTNERS, L.P. By: /s/ William D. Thomas ------------------------------------------- Name: William D. Thomas Title: Senior Managing Director GKB PRIVATE INVESTMENT PARTNERS, L.L.C. as Nominee for: GEORGE K. BAUM EMPLOYEE EQUITY FUND, L.P. By: /s/ William D. Thomas ------------------------------------------- Name: William D. Thomas Title: Senior Managing Director EXCELSIOR INVESTORS, L.L.C. By: George K. Baum Merchant Banc, LLC, its Manager By: /s/ William D. Thomas ------------------------------------------- Name: William D. Thomas Title: Senior Managing Director CITICORP VENTURE CAPITAL, LTD. By: /s/ D.Y. Howe ------------------------------------------- Name: D.Y. Howe Title: Vice President JSS MANAGEMENT COMPANY LTD. By: /s/ James A. Schlindwein ------------------------------------------- Name: James A. Schlindwein Title: General Partner WILLIAM T. WEBSTER, as custodian for William T. Webster, Jr. under the Missouri Uniform Transfers to Minors Law By: /s/ T. S. Webster ------------------------------------------- Name: Timothy S. Webster Title: Attorney-in-Fact WILLIAM T. WEBSTER, as custodian for Aubrey A. Webster, Jr. under the Missouri Uniform Transfers to Minors Law By: /s/ T. S. Webster ------------------------------------------- Name: Timothy S. Webster Title: Attorney-in-Fact KIRSTIN D. WEBSTER AND JAMES A. HEETER, co-trustees under the Timothy S. Webster Family Gift Trust of 1996, dated September 27, 1996 By: /s/ T. S. Webster ------------------------------------------- Name: Timothy S. Webster Title: Attorney-in-Fact WILLIAM T. WEBSTER By: /s/ T. S. Webster ------------------------------------------- Name: Timothy S. Webster Title: Attorney-in-Fact JULIE D. WEBSTER By: /s/ T. S. Webster ------------------------------------------- Name: Timothy S. Webster Title: Attorney-in-Fact /s/ Horst Schroeder ------------------------------------------- HORST W. SCHROEDER ANNA CATHERINE WEBSTER By: /s/ T. S. Webster ------------------------------------------- Name: Timothy S. Webster Title: Attorney-in-Fact ERNEST JACK WEBSTER, JR. By: /s/ T. S. Webster ------------------------------------------- Name: Timothy S. Webster Title: Attorney-in-Fact /s/ David B. Potter ---------------------------------------------- DAVID B. POTTER /s/ T. S. Webster ---------------------------------------------- TIMOTHY S. WEBSTER /s/ David E. Watson ---------------------------------------------- DAVID E. WATSON /s/ Darrel E. Bailey ---------------------------------------------- DARREL BAILEY /s/ Norman Abreo ---------------------------------------------- NORMAN F. ABREO /s/ Horst Schroeder ---------------------------------------------- For: ISABEL A. LANGE /s/ Horst Schroeder ---------------------------------------------- For: BERND H. SCHROEDER /s/ Horst Schroeder ---------------------------------------------- For: GISELA I. SCHROEDER, Trustee of the Living Trust of Gisela I. Schroeder U/T/I dated May 24, 1985 THOMPSON HOLDINGS, INC. By: /s/ R. Thompson ------------------------------------------- Name: Richard C. Thompson Title: President THOMPSON HOLDINGS, L.P. By: Thompson Holdings Inc., as General Partner By: /s/ R. Thompson ------------------------------------------- Name: Richard C. Thompson Title: President /s/ R. Thompson ---------------------------------------------- RICHARD C. THOMPSON /s/ James A. Schlindwein ---------------------------------------------- JAMES A. SCHLINDWEIN /s/ Suzanne S. Schlindwein ---------------------------------------------- SUZANNE S. SCHLINDWEIN HORST W. SCHROEDER, Trustee of the Living Trust of Horst W. Schroeder, dated May 24, 1985, or successor trustee By: /s/ Horst W. Schroeder ------------------------- Name: Horst W. Schroeder Title: Trustee /s/ Jerry Dear ---------------------------------------------- JERRY DEAR /s/ Daniel Keller ---------------------------------------------- DANIEL KELLER /s/ Mike Willhoite ---------------------------------------------- MIKE WILLHOITE CCT PARTNERS III, L.P. By: CCT I Corporation as General Partner By: /s/ Thomas H. Sanders --------------------------------- Name: Thomas H. Sanders Title: Secretary, CCT I Corporation 399P/14th Fl. Zn. 4 WILLIAM T. WEBSTER, as custodian for Samuel Timothy Webster under the Missouri Uniform Transfers to Minors Law By: /s/ Timothy S. Webster --------------------------------- Name: Timothy S. Webster Title: Attorney-in-Fact /s/ Timothy S. Webster ---------------------------------------------- PHILLIP A. DIBBLE /s/ Timothy S. Webster ---------------------------------------------- PHYLLIS KRUSE DIBBLE /s/ G. Kenneth Baum ---------------------------------------------- G. KENNETH BAUM GKB PRIVATE INVESTMENT PARTNERS LLC By: /s/ William D. Thomas --------------------------------- Name: William D. Thomas Title: Senior Managing Director GKB EQUITY, INC. By: /s/ Jonathan E. Baum --------------------------------- Name: Jonathan E. Baum Title: President GEORGE K. BAUM HOLDINGS, INC. By: /s/ Jonathan E. Baum --------------------------------- Name: Jonathan E. Baum Title: President /s/ Jonathan E. Baum ----------------------------------- JONATHAN E. BAUM CITIBANK, N.A. By: /s/ George Seegers --------------------------------- Name: George Seegers Title: Vice President and Assistant Secretary CITICORP By: /s/ George Seegers --------------------------------- Name: George Seegers Title: Assistant Secretary EX-99.3 4 Exhibit 99.3 POWER OF ATTORNEY THE UNDERSIGNED hereby appoints each of Morgan Stanley Capital Partners III, Inc. (by Peter Vogelsang, Secretary) and Davis Polk & Wardwell (by Carole Schiffman), acting jointly or individually with full power of substitution in the premises as the attorneys in fact of the undersigned to prepare, execute and file with the Securities and Exchange Commission on behalf of the undersigned a Statement on Schedule 13G relating to the Class A Convertible Common Stock of the American Italian Pasta Company, or, to the extent required by law, in lieu of such Statement on Schedule 13G, a Statement on Schedule 13D, and any amendments thereto which either of the above named attorneys in fact shall, in his or her sole discretion, deem appropriate; provided that any such Schedule or amendment thereto shall be presented to the undersigned prior to the filing thereof, and hereby confirms any and all action taken by either of such attorneys pursuant to this Power of Attorney. Dated: October 6, 1997 MORGAN STANLEY LEVERAGED EQUITY FUND II, L.P. By: Morgan Stanley Leveraged Equity Fund II, Inc., as General Partner By: /s/ Peter R. Vogelsang --------------------------------- Name: Peter R. Vogelsang Title: Secretary MORGAN STANLEY LEVERAGED EQUITY FUND II, INC. By: /s/ Peter R. Vogelsang --------------------------------- Name: Peter R. Vogelsang Title: Secretary MORGAN STANLEY DEAN WITTER & CO. By: /s/ Peter R. Vogelsang --------------------------------- Name: Peter R. Vogelsang Title: Authorized Signatory MORGAN STANLEY CAPITAL PARTNERS III, L.P. By: MSCP III, L.P. as General Partner By: Morgan Stanley Capital Partners III, Inc., as General Partner By: /s/ Peter R. Vogelsang --------------------------------- Name: Peter R. Vogelsang Title: Secretary MSCP III, L.P. By: Morgan Stanley Capital Partners III, Inc., as General Partner By: /s/ Peter R. Vogelsang --------------------------------- Name: Peter R. Vogelsang Title: Secretary MORGAN STANLEY CAPITAL PARTNERS III, INC. By: /s/ Peter R. Vogelsang --------------------------------- Name: Peter R. Vogelsang Title: Secretary MSCP III 892 INVESTORS, L.P. By: MSCP III, L.P. as General Partner By: Morgan Stanley Capital Partners III, Inc., as General Partner By: /s/ Peter R. Vogelsang --------------------------------- Name: Peter R. Vogelsang Title: Secretary MORGAN STANLEY CAPITAL INVESTORS, L.P. By: MSCP III, L.P. as General Partner By: Morgan Stanley Capital Partners III, Inc., as General Partner By: /s/ Peter R. Vogelsang --------------------------------- Name: Peter R. Vogelsang Title: Secretary GEORGE K. BAUM GROUP, INC. By: /s/ William D. Thomas --------------------------------- Name: William D. Thomas Title: President GKB PRIVATE INVESTMENT PARTNERS, L.L.C. as Nominee for: GEORGE K. BAUM CAPITAL PARTNERS, L.P. By: /s/ William D. Thomas --------------------------------- Name: William D. Thomas Title: Senior Managing Director GKB PRIVATE INVESTMENT PARTNERS, L.L.C. as Nominee for: GEORGE K. BAUM EMPLOYEE EQUITY FUND, L.P. By: /s/ William D. Thomas --------------------------------- Name: William D. Thomas Title: Senior Managing Director EXCELSIOR INVESTORS, L.L.C. By: George K. Baum Merchant Banc, LLC, its Manager By: /s/ William D. Thomas --------------------------------- Name: William D. Thomas Title: Senior Managing Director CITICORP VENTURE CAPITAL, LTD. By: /s/ D.Y. Howe --------------------------------- Name: D.Y. Howe Title: Vice President JSS MANAGEMENT COMPANY LTD. By: /s/ James A. Schlindwein --------------------------------- Name: James A. Schlindwein Title: General Partner WILLIAM T. WEBSTER, as custodian for William T. Webster, Jr. under the Missouri Uniform Transfers to Minors Law By: /s/ T. S. Webster --------------------------------- Name: Timothy S. Webster Title: Attorney-in-Fact WILLIAM T. WEBSTER, as custodian for Aubrey A. Webster, Jr. under the Missouri Uniform Transfers to Minors Law By: /s/ T. S. Webster --------------------------------- Name: Timothy S. Webster Title: Attorney-in-Fact KIRSTIN D. WEBSTER AND JAMES A. HEETER, co-trustees under the Timothy S. Webster Family Gift Trust of 1996, dated September 27, 1996 By: /s/ T. S. Webster --------------------------------- Name: Timothy S. Webster Title: Attorney-in-Fact WILLIAM T. WEBSTER By: /s/ T. S. Webster --------------------------------- Name: Timothy S. Webster Title: Attorney-in-Fact JULIE D. WEBSTER By: /s/ T. S. Webster --------------------------------- Name: Timothy S. Webster Title: Attorney-in-Fact /s/ Horst Schroeder ------------------------------------ HORST W. SCHROEDER ANNA CATHERINE WEBSTER By: /s/ T. S. Webster --------------------------------- Name: Timothy S. Webster Title: Attorney-in-Fact ERNEST JACK WEBSTER, JR. By: /s/ T. S. Webster --------------------------------- Name: Timothy S. Webster Title: Attorney-in-Fact /s/ David B. Potter ------------------------------------ DAVID B. POTTER /s/ T. S. Webster ------------------------------------ TIMOTHY S. WEBSTER /s/ David E. Watson ------------------------------------ DAVID E. WATSON /s/ Darrel E. Bailey ------------------------------------ DARREL BAILEY /s/ Norman Abreo ------------------------------------ NORMAN F. ABREO /s/ Horst Schroeder ----------------------------------- For: ISABEL A. LANGE /s/ Horst Schroeder ------------------------------------ For: BERND H. SCHROEDER /s/ Horst Schroeder ------------------------------------ For: GISELA I. SCHROEDER, Trustee of the Living Trust of Gisela I. Schroeder U/T/I dated May 24, 1985 THOMPSON HOLDINGS, INC. By: /s/ R. Thompson --------------------------------- Name: Richard C. Thompson Title: President THOMPSON HOLDINGS, L.P. By: Thompson Holdings Inc., as General Partner By: /s/ R. Thompson --------------------------------- Name: Richard C. Thompson Title: President /s/ R. Thompson ------------------------------------ RICHARD C. THOMPSON /s/ James A. Schlindwein ------------------------------------ JAMES A. SCHLINDWEIN /s/ Suzanne S. Schlindwein ------------------------------------ SUZANNE S. SCHLINDWEIN HORST W. SCHROEDER, Trustee of the Living Trust of Horst W. Schroeder, dated May 24, 1985, or successor trustee By: /s/ Horst W. Schroeder --------------------------------- Name: Horst W. Schroeder Title: Trustee /s/ Jerry Dear ------------------------------------ JERRY DEAR /s/ Daniel Keller ------------------------------------ DANIEL KELLER /s/ Mike Willhoite ------------------------------------ MIKE WILLHOITE CCT PARTNERS III, L.P. By: CCT I Corporation as General Partner By: /s/ Thomas H. Sanders --------------------------------- Name: Thomas H. Sanders Title: Secretary, CCT I Corporation 399P/14th Fl. Zn. 4 WILLIAM T. WEBSTER, as custodian for Samuel Timothy Webster under the Missouri Uniform Transfers to Minors Law By: /s/ Timothy S. Webster ---------------------------------- Name: Timothy S. Webster Title: Attorney-in-Fact /s/ Phillip A. Dibble ------------------------------------ PHILLIP A. DIBBLE /s/ Phyllis Kruse Dibble ------------------------------------ PHYLLIS KRUSE DIBBLE /s/ G. Kenneth Baum ------------------------------------ G. KENNETH BAUM GKB PRIVATE INVESTMENT PARTNERS LLC By: /s/ William D. Thomas --------------------------------- Name: William D. Thomas Title: Senior Managing Director GKB EQUITY, INC. By: /s/ Jonathan E. Baum --------------------------------- Name: Jonathan E. Baum Title: President GEORGE K. BAUM HOLDINGS, INC. By: /s/ Jonathan E. Baum --------------------------------- Name: Jonathan E. Baum Title: President /s/ Jonathan E. Baum ------------------------------------ JONATHAN E. BAUM CITIBANK, N.A. By: /s/ George Seegers --------------------------------- Name: George Seegers Title: Vice President and Assistant Secretary CITICORP By: /s/ George Seegers --------------------------------- Name: George Seegers Title: Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----