Exhibit (a)(1)(D)
OFFER TO PURCHASE FOR CASH
All Outstanding Shares of
Class A Convertible Common Stock
of
American Italian Pasta
Company
at
$53.00 Net Per Share
by
Excelsior Acquisition
Co.,
a wholly owned subsidiary
of
Ralcorp Holdings,
Inc.
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.
June 24, 2010
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Excelsior Acquisition Co., a Delaware
corporation (“Purchaser”) and a wholly owned
subsidiary of Ralcorp Holdings, Inc., a Missouri corporation
(“Ralcorp”), to act as Information Agent in connection
with Purchaser’s offer to purchase all of the issued and
outstanding shares of Class A Convertible Common Stock, par
value $0.001 per share (the “Shares”), of American
Italian Pasta Company, a Delaware corporation (the
“Company”), at a price per Share of $53.00 to the
sellers thereof in cash (the “Offer Price”) without
interest and less any required withholding taxes, 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 thereto, collectively constitute the
“Offer”) enclosed herewith. Stockholders of the
Company whose certificates for such Shares (the “Share
Certificates”) are not immediately available or who cannot
deliver their Share Certificates and all other required
documents to the Depositary (as defined below) on or prior to
the Expiration Date (as defined in the Offer to Purchase), or
who cannot complete the procedure for book-entry transfer on a
timely basis, must tender their Shares according to the
guaranteed delivery procedures set forth in
Section 3 — “Procedures for Accepting the
Offer and Tendering Shares” in the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your
clients for whose accounts you hold Shares registered in your
name or in the name of your nominee.
Enclosed herewith for your information and forwarding to your
clients are copies of the following documents:
1. The Offer to Purchase dated June 24, 2010.
2. The Letter of Transmittal to tender Shares for your use
and for the information of your clients. Manually signed
facsimile copies of the Letter of Transmittal may be used to
tender Shares.
3. The Notice of Guaranteed Delivery for Shares to be used
to accept the Offer if Share Certificates are not immediately
available or if such certificates and all other required
documents cannot be delivered to Computershare
Trust Company, N.A. (the “Depositary”) on or
prior to the Expiration Date (as defined in the Offer to
Purchase) or if the procedure for book-entry transfer cannot be
completed by the Expiration Date.
4. A letter to the Company’s stockholders from William
R. Patterson, Chairman of the Company Board, accompanied by the
Company’s Solicitation/Recommendation Statement on
Schedule 14D-9
filed with the U.S. Securities and Exchange Commission.
5. A printed form of letter which may be sent to your
clients for whose accounts you hold Shares registered in your
name or in the name of your nominee, with space provided for
obtaining such clients’ instructions with regard to the
Offer.
6. Guidelines for Certification of Taxpayer Identification
Number on Substitute
Form W-9.
7. A return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO
CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE
NOTE THAT 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.
The Offer is being made in connection with the Agreement and
Plan of Merger dated as of June 20, 2010, by and among
Ralcorp, Purchaser and the Company (as it may be amended or
supplemented from time to time, the “Merger
Agreement”). The Merger Agreement provides, among other
things, for the making of the Offer by Purchaser, and further
provides that, following the completion of the Offer, upon the
terms, and subject to the satisfaction or waiver of certain
conditions, of the Merger Agreement, Purchaser will be merged
with and into the Company (the “Merger”). Following
the effective time of the Merger, the Company will continue as
the surviving corporation and become a wholly owned subsidiary
of Ralcorp and the separate corporate existence of Purchaser
will cease.
The Offer is subject to a number of conditions as set forth in
the Merger Agreement, including: (i) that there be validly
tendered in accordance with the terms of the Offer, immediately
prior to the expiration date of the Offer and not withdrawn, a
number of Shares that, together with the Shares then owned by
Ralcorp
and/or
Purchaser, represents at least a majority of the total number of
Shares outstanding on a fully diluted basis (assuming conversion
or exercise of all derivative securities or other rights to
acquire Company common stock regardless of the conversion or
exercise price, the vesting schedule or other terms and
conditions thereof); (ii) the expiration or termination of
any waiting period under the
Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended; and
(iii) other customary conditions. See
Section 15 — “Conditions to Purchaser’s
Obligations” in the Offer to Purchase for a description of
all of the conditions to the Offer.
The Company’s Board of Directors unanimously:
(i) determined that the Merger Agreement and the
transactions contemplated thereby, including the Offer and the
Merger, are advisable, fair to and in the best interests of the
Company and its stockholders, (ii) approved and declared
advisable the Merger Agreement and the transactions contemplated
thereby, including the Offer and the Merger, in accordance with
the requirements of Delaware law, and (iii) resolved to
recommend that the Company’s stockholders accept the Offer,
tender their Shares to Purchaser in the Offer and, if required
by applicable law, adopt the Merger Agreement and approve the
Merger.
In order to take advantage of the Offer, (i) a duly
executed and properly completed Letter of Transmittal (or
manually signed facsimile thereof) and any required signature
guarantees, or an Agent’s Message (as defined in the Offer
to Purchase) in connection with a book-entry delivery of Shares,
and other required documents should be sent to the Depositary,
(ii) either Share Certificates representing the tendered
Shares should be delivered to the Depositary or such Shares
should be tendered by book-entry transfer and a Book-Entry
Confirmation (as defined in the Offer to Purchase) with respect
to such Shares, and (iii) any other documents required by
the Letter of Transmittal should be delivered to the Depositary,
all in accordance with the instructions set forth in the Letter
of Transmittal and the Offer to Purchase. Stockholders of the
Company tendering Shares may be paid at different times
depending upon when Share Certificates or Book-Entry
Confirmations with respect to the Shares are actually received
by the Depositary. Under no circumstances will interest be paid
on the purchase price to be paid by Purchaser for the Shares,
regardless of any extension of the Offer or any delay in making
payment.
Stockholders of the Company whose Share Certificates are not
immediately available or who cannot deliver their Share
Certificates and all other required documents to the Depositary
on or prior to the expiration date of the Offer, or who cannot
complete the procedure for delivery by book-entry transfer on a
timely basis, must tender their Shares according to the
guaranteed delivery procedures set forth in
Section 3 — “Procedures for Accepting the
Offer and Tendering Shares” in the Offer to Purchase.
Neither Ralcorp nor Purchaser will pay any commissions or fees
to any broker, dealer or other person (other than the Depositary
and the Information Agent as described in the Offer to Purchase)
for soliciting tenders of Shares pursuant to the Offer.
Purchaser will, however, upon request, reimburse you for
customary clerical and mailing expenses incurred by you in
forwarding any of the enclosed materials to your clients.
Purchaser will pay or cause to be paid any stock transfer taxes
payable on the transfer of Shares to it, except as otherwise
provided in the Letter of Transmittal.
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Any inquiries you may have with respect to the Offer should be
addressed to the Information Agent at its address and telephone
numbers set forth on the back cover of the Offer to Purchase.
Additional copies of the enclosed materials may be obtained from
the Information Agent.
Very truly yours,
Georgeson Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
MAKE YOU OR ANY OTHER PERSON THE AGENT OF PURCHASER, RALCORP,
THE COMPANY, THE DEPOSITARY, THE DEALER MANAGER OR THE
INFORMATION AGENT, OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY
DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER
OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED
THEREIN.
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