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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 1994
AMERICAN MAIZE-PRODUCTS COMPANY
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(Exact name of registrant as specified in its charter)
Maine 1-6244 13-0432720
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction Identification No.)
of incorporation)
250 Harbor Drive, Stamford, Connecticut 06902
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203-356-9000)
None
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(Former name or former address, if changed since last report)
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Item 5. Other Events
Agreements Affecting Board Membership
As disclosed in the Company's March 25, 1994 proxy statement and in
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994,
the Company's Class B Common Stock has the power to elect 70% of the Company's
Board of Directors. GIH Corp. owns approximately 47.3% of the Class B Common
Stock. All the shares of GIH Corp. are held directly by, or in various trusts
for the benefit of, William Ziegler, III and his sister, Mrs. Helen Steinkraus.
Control over GIH Corp. is the subject of litigation initiated in New
York Surrogate's Court by the children of Mrs. Helen Steinkraus challenging the
prior distribution of the controlling share of GIH Corp. common stock to a trust
for the benefit of William Ziegler, III. On April 4, 1994, the New York
Surrogate's Court issued a decision in favor of Mr. Ziegler, and Mrs.
Steinkraus' children have filed an appeal of such decision.
Pursuant to a settlement agreement entered into in March 1991, until
the final resolution of the litigation described above, Mr. Ziegler, Mrs.
Steinkraus and GIH Corp. have agreed that their shares of American Maize will be
voted for directors nominated by the Company in accordance with the Succession
Resolutions adopted by the Board of Directors in March 1991. The resolutions
provide for Board seats for Mr. Ziegler and Mrs. Steinkraus or their designees
and require that the majority of the Board consist of directors who are neither
employees of the Company nor members of the Ziegler or Steinkraus families.
Mr. Ziegler has informed the Board of Directors of the Company that it
is his position that the settlement agreement is no longer in effect as a result
of the Surrogate's Court decision. The Company disagrees with Mr. Ziegler's
position.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN MAIZE-PRODUCTS COMPANY
By /s/ Robert M. Stephan
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Robert M. Stephan
Vice President and General Counsel
Date: December 13, 1994
