Exhibit (a)(1)(C)
NOTICE OF GUARANTEED
DELIVERY
FOR TENDER OF
SHARES OF CLASS A CONVERTIBLE COMMON STOCK
of
AMERICAN ITALIAN PASTA
COMPANY
PURSUANT TO THE OFFER TO
PURCHASE DATED JUNE 24, 2010
by
EXCELSIOR ACQUISITION
CO.,
a wholly owned subsidiary
of
RALCORP HOLDINGS, INC.
(NOT TO BE USED FOR
SIGNATURE GUARANTEES)
THE OFFER AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE
END OF THURSDAY, JULY 22, 2010, UNLESS THE OFFER IS
EXTENDED.
This Notice of Guaranteed Delivery, or a form substantially
equivalent hereto, must be used to accept the Offer (as defined
below) (i) if certificates evidencing shares (“Share
Certificates”) of Class A Convertible Common Stock,
par value $0.001 per share (the “Shares”), of American
Italian Pasta Company, a Delaware corporation (the
“Company”), are not immediately available,
(ii) if the procedure for delivery by book-entry transfer
cannot be completed prior to the Expiration Date (as defined
under Section 1 — “Terms of the Offer”
in the Offer to Purchase (as defined below)), or (iii) if
time will not permit all required documents to reach the
Depositary prior to the Expiration Date. This Notice of
Guaranteed Delivery may be transmitted by facsimile transmission
or mailed to the Depositary and must include a Guarantee by
an Eligible Institution (as defined in the Offer to
Purchase). See Section 3 — “Procedures for
Accepting the Offer and Tendering Shares” in the Offer to
Purchase.
The
Depositary for the Offer is:
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By Mail:
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By Facsimile Transmission:
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By Overnight Courier:
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Computershare Trust
Company, N.A.
Corporate Actions Voluntary
Offer
P.O. Box 43011
Providence, RI
02940-3011
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For Eligible Institutions Only:
(617) 360-6810
For Confirmation Only:
(781) 575-2332
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Computershare Trust
Company, N.A.
Corporate Actions Voluntary
Offer
250 Royall Street, Suite V
Canton, MA 02021
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Delivery of this Notice of Guaranteed Delivery to an address
other than as set forth above, or transmission of instructions
via a facsimile transmission other than as set forth above, will
not constitute a valid delivery.
This form is not to be used to guarantee signatures. If a
signature on a Letter of Transmittal is required to be
guaranteed by an “Eligible Institution,” such
signature guarantee must appear in the applicable space provided
in the signature box on the Letter of Transmittal.
The Eligible Institution that completes this form must
communicate the guarantee to the Depositary and must deliver the
Letter of Transmittal or an Agent’s Message (as defined in
Section 3 — “Procedures for Accepting the
Offer and Tendering Shares”) and Share Certificates
representing the Shares to the Depositary within the time period
specified herein. Failure to do so could result in financial
loss to the Eligible Institution.
Ladies and Gentlemen:
The undersigned hereby tenders to Excelsior Acquisition Co., a
Delaware corporation and a wholly owned subsidiary of Ralcorp
Holdings, Inc, a Missouri corporation, upon the terms and
subject to the conditions set forth in the Offer to Purchase
dated June 24, 2010 (the “Offer to Purchase”),
and in the related Letter of Transmittal (which, together with
any amendments or supplements to the Offer to Purchase or to the
Letter of Transmittal, collectively constitute the
“Offer”), receipt of which is hereby acknowledged, the
number of shares of Class A Convertible Common Stock, par
value $0.001 per share (the “Shares”), of American
Italian Pasta Company, a Delaware corporation, specified below
pursuant to the guaranteed delivery procedure set forth in
Section 3 — “Procedures for Accepting the
Offer and Tendering Shares” in the Offer to Purchase.
Please Type or Print
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| Share Certificate Number(s) (if available): |
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Please check this box if Shares will be tendered by book- entry
transfer:
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| Name of Record Holder(s): |
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GUARANTEE
(Not to be Used for Signature Guarantees)
The undersigned, a financial institution which is a member in
good standing of the Security Transfer Agents Medallion Program,
the New York Stock Exchange Medallion Signature Program, the
Stock Exchanges Medallion Program or any other “eligible
guarantor institution,” as such term is defined in
Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) (each, an “Eligible
Institution”), guarantees (i) that the above named
person(s) “own(s)” the Shares tendered hereby within
the meaning of
Rule 14e-4
under the Exchange Act, (ii) that such tender of Shares
complies with
Rule 14e-4
and (iii) to deliver to the Depositary, at one of its
addresses set forth above, either Share Certificates evidencing
the Shares tendered hereby in proper form for transfer, or
confirmation of book-entry transfer of such Shares into the
Depositary’s account at The Depository Trust Company,
in each case with delivery of a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile
thereof), with any required signature guarantees, or an
Agent’s Message (as defined in the Offer to Purchase) in
the case of a book-entry transfer, and any other required
documents, all within three NASDAQ Global Market trading days
after the date hereof.
The Eligible Institution that completes this form must
communicate the guarantee to the Depositary and must deliver the
Letter of Transmittal or an Agent’s Message and Share
Certificates to the Depositary within the time period indicated
herein. Failure to do so may result in financial loss to such
Eligible Institution.
Please Type or Print
Dated:
, 2010
NOTE: DO
NOT SEND SHARE CERTIFICATES WITH THIS FORM. SHARE CERTIFICATES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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