-----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, K8g6igw4Iemrdioo0cfiU7QPFhnj2pZmCv2SEoVq7RhoH9EVLPKZTaqVP3qsUkcn /Qd93FJV7wKrdkMBGE+ntA== 0000922907-04-000187.txt : 20040301 0000922907-04-000187.hdr.sgml : 20040301 20040301171011 ACCESSION NUMBER: 0000922907-04-000187 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040301 FILER: 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: RW SEC ACT: SEC FILE NUMBER: 333-106156 FILM NUMBER: 04640133 BUSINESS ADDRESS: STREET 1: 4100 N MULBERRY DRIVE SUITE 200 CITY: KANSAS CITY STATE: MO ZIP: 64116 BUSINESS PHONE: 8165026000 MAIL ADDRESS: STREET 1: 4100 N MULBERRY DRIVE SUITE 200 CITY: KANSS CITY STATE: MO ZIP: 64116 RW 1 formrw_022804.htm FORM RW


                         American Italian Pasta Company
                            4100 North Mulberry Drive
                           Kansas City, Missouri 64105


                                  March 1, 2004


VIA FACSIMILE AND EDGAR

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC  20549

         Re:  American Italian Pasta Company Application for Withdrawal of
              Registration Statement on Form S-3, File No. 333-106156

Ladies and Gentlemen:

         Pursuant to Rule 477 under the Securities Act of 1933, as amended (the
"Securities Act"), American Italian Pasta Company (the "Company") hereby applies
for the withdrawal of its Form S-3 Registration Statement, originally filed on
June 16, 2003, File No. 333-106156, as amended, together with all exhibits
thereto (collectively, the "Registration Statement").

         The Registration Statement covered the resale of certain shares of the
registrant's common stock by Mrs. Leeper's, Inc. The Company has subsequently
repurchased the shares of common stock owned by Mrs. Leeper's, Inc. and the
Registration Statement is no longer necessary. The Registration Statement has
not been declared effective and no shares of common stock of the Company have
been or will be sold pursuant to the Registration Statement. The Company
requests that an order granting withdrawal of the Registration Statement be
issued by the Securities and Exchange Commission (the "Commission") as promptly
as possible.

         The Company also proposes in accordance with Rule 457(p) that all fees
paid to the Commission in connection with the filing of the Registration
Statement be credited to the account of the Company as an offset of all or a
portion of the fee due for a subsequent registration statement.

         Please forward copies of the order consenting to withdrawal of the
Registration Statement to the undersigned at Briarcliff One, 4100 North Mulberry
Drive, Kansas City, Missouri 64116-0696. If you have any questions regarding the
foregoing application for withdrawal, please contact the undersigned
(816-584-5636) or Shari L. Wright (816-983-8165) at Blackwell Sanders Peper
Martin, LLP.

                                     Sincerely,

                                     American Italian Pasta Company


                                     By:  /s/ Warren B. Schmidgall
                                          --------------------------------------
                                     Name:     Warren B. Schmidgall
                                     Title:    Executive Vice President and
                                               Chief Financial Officer





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