SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
RALCORP HOLDINGS INC /MO

(Last) (First) (Middle)
800 MARKET STREET
SUITE 2900

(Street)
ST LOUIS MO 63101

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/23/2010
3. Issuer Name and Ticker or Trading Symbol
AMERICAN ITALIAN PASTA CO [ AIPC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Convertible Common Stock, par value $0.001 per share 21,835,495(1)(2) I(3) By Excelsior Acquisition Co.
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On July 23, 2010, Excelsior Acquisition Co. ("Excelsior"), a wholly owned subsidiary of Ralcorp Holdings, Inc. ("Ralcorp"), accepted for payment 19,652,988 shares of Class A Convertible Common Stock, par value $0.001 (the "Shares"), of American Italian Pasta Company ("AIPC") (including Shares subject to guaranteed delivery procedures) pursuant to an offer (the "Offer") to purchase all of the outstanding Shares. The Offer was made pursuant to an Agreement and Plan of Merger, dated as of June 20, 2010, as amended on July 15, 2010, by and among Ralcorp, Excelsior and AIPC (the "Merger Agreement").
2. On July 27, 2010, Ralcorp effected a "short-form" merger with AIPC becoming a wholly owned subsidiary of Ralcorp. Pursuant to the Merger Agreement, at the effective time of the merger, each Share issued and outstanding immediately prior to the effective time of the merger (other than Shares owned by Ralcorp, Excelsior, AIPC or any of their respective subsidiaries and Shares held by shareholders who properly exercise appraisal rights under the DGCL) were automatically cancelled and converted into the right to receive the price per share paid in the Offer.
3. Excelsior was a wholly owned subsidiary of Ralcorp, and as a result Ralcorp and Excelsior may have been deemed (prior to the merger) to share beneficial ownership of the Shares shown as beneficially owned by Ralcorp.
Remarks:
/s/ Gregory A. Billhartz, Esq., Corporate Vice President, General Counsel and Secretary 07/28/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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