AMERICAN MAIZE PRODUCTS CO
10-K/A, 1994-06-29
GRAIN MILL PRODUCTS
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<PAGE>
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                    __________________________________
                                FORM 10-K/A
(Mark One)
[X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
              SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
                FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993

                                    OR

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
          For the Transition Period from __________ to __________
                       Commission File Number 1-6244

                    AMERICAN  MAIZE - PRODUCTS  COMPANY
          (Exact name of registrant as specified in its charter)

                 Maine                                13-0432720
   (State or other jurisdiction of                 (I.R.S. Employer
    incorporation or organization)                Identification No.)

     250 Harbor Drive, Stamford, CT                     06902
(Address of principal executive offices)             (Zip Code)

    Registrant's telephone number, including area code:  (203) 356-9000
        Securities registered pursuant to Section 12(b) of the Act:
           
                                                 Name of each exchange
        Title of each class                       on which registered
        ___________________                      _____________________

      Class A Common Stock, par value of        American Stock Exchange
            $.80 per share
      Class B Common Stock, par value of        American Stock Exchange
            $.80 per share


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes   X  .  No      .
                                              -------    -------

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]

     State the aggregate market value of the voting stock held by non-
affiliates of the registrant:  $173,141,467.63 (based upon closing prices on
the American Stock Exchange on March 9, 1994).

     Indicate the number of shares outstanding of each of  the registrant's
classes of common stock, as of March 9, 1994: 

Class A Common Stock, par value $.80 per share:   8,484,685 shares
Class B Common Stock, par value $.80 per share:   1,742,057 shares

                      DOCUMENTS INCORPORATED BY REFERENCE

     Registrant's Annual Report to security holders for the fiscal year ended
December 31, 1993 is incorporated by reference in Parts I, II and IV hereof.

     Registrant's Definitive Proxy Statement to be filed pursuant to
Regulation 14A promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, which Definitive Proxy
Statement is anticipated to be filed within 120 days after the end of the
registrant's fiscal year ended December 31, 1993, is incorporated by
reference in Part III hereof.
<PAGE>
      American Maize-Products Company (the "Company") hereby amends the
following items, financial statements, exhibits or other portions of its
Annual Report on Form 10-K for the year ended December 31, 1993 as set forth
in the pages attached hereto:

                                  PART IV



      Item 14.   Exhibits, Financial Statement Schedules, and
                 Reports on Form 8-K

                 ...

      (a)(3)     Exhibits

        99.      Annual Report of the Company's Capital Accumulation
                 Plan for the Plan's fiscal year ended December 31,
                 1993 on Form 11-K is attached hereto as Exhibit 99.

<PAGE>
                                SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has caused this
Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                  AMERICAN MAIZE-PRODUCTS COMPANY



June 29, 1994                     By Edward P. Norris
                                    _____________________________
                                     Edward P. Norris
                                     Vice President and 
                                     Chief Financial Officer



      Pursuant to the requirements of the Securities Exchange Act of
1934, this Amendment has been signed below by the following persons
on behalf of the Company and in the capacities and on the dates
indicated.


June 29, 1994                     By William Ziegler, III
                                     ____________________________
                                     William Ziegler, III,
                                     Chairman of the Board
                                     and Director


June 29, 1994                     By Patric J. McLaughlin
                                     ____________________________
                                     Patric J. McLaughlin,
                                     President and Chief Executive
                                     Officer and Director
                                     (Principal Executive Officer)


June 29, 1994                     By Charles B. Cook, Jr.
                                     ____________________________
                                     Charles B. Cook, Jr.,
                                     Director


June 29, 1994                     By Paul F. Engler
                                     ____________________________
                                     Paul F. Engler,
                                     Director


June 29, 1994                     By James E. Harwood
                                     ____________________________
                                     James E. Harwood,
                                     Director


June 29, 1994                     By John R. Kennedy
                                     ____________________________
                                     John R. Kennedy,
                                     Director
<PAGE>

June 29, 1994                     
                                     ____________________________
                                     Leslie C. Liabo,
                                     Director


June 29, 1994                     By C. Alan MacDonald
                                     ____________________________
                                     C. Alan MacDonald,
                                     Director


June 29, 1994                     By H. Barclay Morley
                                     ____________________________
                                     H. Barclay Morley,
                                     Director


June 29, 1994                     By William L. Rudkin
                                     ____________________________
                                     William L. Rudkin,
                                     Director


June 29, 1994                     
                                     ____________________________
                                     Wendell M. Smith,
                                     Director


June 29, 1994                     By William C. Steinkraus
                                     ____________________________
                                     William C. Steinkraus,
                                     Director


June 29, 1994                     By Raymond S. Troubh
                                     ____________________________
                                     Raymond S. Troubh,
                                     Director




June 29, 1994                     By Edward P. Norris
                                     ____________________________
                                     Edward P. Norris,
                                     Vice President and Chief
                                     Financial Officer (Principal
                                     Financial and Accounting
                                     Officer)<PAGE>
                             INDEX TO EXHIBITS
                 
                                                         Sequential
                                                            Page
      (a)(3)     Exhibits                                  Number  
                                                         __________


        99.      Annual Report of the Company's               6
                 Capital Accumulation Plan for the
                 Plan's fiscal year ended December 31,
                 1993 on Form 11-K is attached hereto
                 as Exhibit 99.<PAGE>

                                                                EXHIBIT 99

                                FORM 11-K 
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


          FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
            AND SIMILAR PLANS PURSUANT TO SECTION 15 (d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


(Mark One)

[ X ]  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1993

                                    OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ______________ to ________________
Commission file number _______________________

A.    Full title of the plan and address of the plan, if different
from that of the issuer named below:

         AMERICAN MAIZE-PRODUCTS COMPANY CAPITAL ACCUMULATION PLAN

B.    Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:

                      AMERICAN MAIZE-PRODUCTS COMPANY
                             250 Harbor Drive
                               PO Box 10128
                        Stamford, Connecticut 06904

                                SIGNATURES

      The Plan.  Pursuant to the requirements of the Securities Exchange
Act of 1934, the trustees (or other persons) who administer the employee
benefit plan) have duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                  AMERICAN MAIZE-PRODUCTS COMPANY
                                  CAPITAL ACCUMULATION PLAN

                                   Charles B. Cook, Jr.
                                  _________________________

Date:  June 29, 1994
<PAGE>










                        AMERICAN MAIZE-PRODUCTS COMPANY
                           CAPITAL ACCUMULATION PLAN
                                    _______












                             Financial Statements

                     as of December 31, 1993 and 1992 and
             for the years ended December 31, 1993, 1992 and 1991
                                    _______
<PAGE>
                        AMERICAN MAIZE-PRODUCTS COMPANY
                           CAPITAL ACCUMULATION PLAN

                  INDEX to FINANCIAL STATEMENTS and SCHEDULES
                                    _______



                                                                    Pages

Report of Independent Accountants                                 F-2 - F-3


Financial Statements:
  Statements of Net Assets Available for Plan
    Benefits as of December 31, 1993 and 1992                        F-4

  Statements of Changes in Net Assets Available
    for Plan Benefits for the years ended
    December 31, 1993, 1992 and 1991                                 F-5

  Notes to Financial Statements                                   F-6 - F-13


Supplemental Schedules:
  "Item 27(a) - Schedule of Assets Held for
    Investment Purposes" as of December 31, 1993                     F-14

  "Item 27(d) - Schedule of Reportable
    Transactions" - Transactions or Series
    of Transactions in Excess of 5% of the
    Current Value of Plan Assets for the
    year ended December 31, 1993                                     F-15
<PAGE>

                       REPORT of INDEPENDENT ACCOUNTANTS
                                    _______



To the Pension Committee of
  American Maize-Products Company:


           We have audited the accompanying financial statements of
the AMERICAN MAIZE-PRODUCTS COMPANY CAPITAL ACCUMULATION PLAN (the
"Plan") as listed in the index on page F-1.  These financial state-
ments are the responsibility of the Plan's management.  Our respon-
sibility is to express an opinion on these financial statements
based on our audits.

           We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

           In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets available
for plan benefits of the Plan as of December 31, 1993 and 1992 and
the changes in net assets available for plan benefits for the years
ended December 31, 1993, 1992 and 1991, in conformity with generally
accepted accounting principles.

           As discussed in Note 2 to the financial statements, the
Plan changed its method of accounting for benefits payable to
participants in 1993.

           Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The supple-
mental schedules of the Plan as listed in the index on page F-1, are
presented for the purpose of additional analysis and are not a
required part of the basic financial statements, but are supple-
mentary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retire-
ment Income Security Act of 1974.  The supplemental schedules have
been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.



                                        Coopers & Lybrand



Stamford, Connecticut  
April 15, 1994.
<PAGE>
                          AMERICAN MAIZE-PRODUCTS COMPANY
                             CAPITAL ACCUMULATION PLAN

               STATEMENTS of NET ASSETS AVAILABLE for PLAN BENEFITS

                         as of December 31, 1993 and 1992
                                      _______

<TABLE>
<CAPTION>
               ASSETS:                                     1993            1992

<S>                                                    <C>             <C> 
Investments:
  American Maize-Products Company
    Class A common stock                               $ 4,791,675     $ 4,694,581
  Mutual funds                                          11,970,945       8,344,217
  Merrill Lynch Retirement Preservation                                 
    Trust                                                7,568,203       6,527,433
  Merrill Lynch CMA Money Fund                              57,249           6,356
  Cash                                                      -               55,085
                                                                        
                                                        24,388,072      19,627,672
                                                                        
Receivables:                                                            
  Employee contributions                                   464,782         211,337
  Employer contributions                                   245,827         257,656
  Employee loans                                         2,322,932       1,579,895
  Due from American Fructose Corporation                                
    Capital Accumulation Plan (Note 1)                      -              512,594
                                                                        
                                                         3,033,541       2,561,482
                                                                        
          Total assets                                  27,421,613      22,189,154
</TABLE>
<TABLE>
<CAPTION>
            LIABILITIES:   

<S>                                                    <C>             <C>                                                   
                    
Distributions payable to participants (Note 2)              -              219,737
                                                                        
          Total liabilities                                 -              219,737
                                                                        
Net assets available for plan benefits                 $27,421,613     $21,969,417
</TABLE>

                      The accompanying notes are an integral
                         part of the financial statements.
<PAGE>
                          AMERICAN MAIZE-PRODUCTS COMPANY
                             CAPITAL ACCUMULATION PLAN

                        STATEMENTS of CHANGES in NET ASSETS
                            AVAILABLE for PLAN BENEFITS

               for the years ended December 31, 1993, 1992 and 1991
                                      _______

<TABLE>
<CAPTION>
                                                 1993         1992         1991   

<S>                                          <C>          <C>          <C> 
Additions to net assets attributed to:
  Investment income:
    Dividends                                $ 1,312,330  $   519,612  $   478,000
    Interest                                     145,946      515,696      460,998
    Net appreciation (depreciation) in
      fair value of investments (Note 2)        (295,486)     504,971    1,379,671

          Net investment income                1,162,790    1,540,279    2,318,669

  Contributions:
    Employee                                   2,689,923    2,369,787    2,136,498
    Employer:
      Cash                                       986,007      873,871      805,699
      American Maize-Products Company
        Class A common stock                     467,054      409,939      378,258
    Rollover contributions                        56,153      114,608        2,687
  Other receipts (Note 1)                         -            -           311,153
  Transfer of employee loans from
    American Fructose Corporation
    Capital Accumulation Plan                    332,426       -            -     
  Transfer of investments from American
    Fructose Corporation Capital
    Accumulation Plan                          1,783,903       -            -     

                                               6,315,466    3,768,205    3,634,295

          Net additions                        7,478,256    5,308,484    5,952,964

Deductions from net assets attributed to:
  Distributions to participants                2,245,797      952,838    2,303,596
  Other distributions                             -            -           232,292

          Total deductions                     2,245,797      952,838    2,535,888

          Change in net assets
            during the period                  5,232,459    4,355,646    3,417,076

Net assets available for plan benefits:
  Beginning of year                           21,969,417   17,613,771   14,196,695
  Cumulative effect of change in
    accounting principle (Note 2)                219,737       -            -     

  Beginning of year, adjusted                 22,189,154   17,613,771   14,196,695

  End of year                                $27,421,613  $21,969,417  $17,613,771
</TABLE>

                      The accompanying notes are an integral
                         part of the financial statements.
<PAGE>
                        NOTES to FINANCIAL STATEMENTS


1.  Description of Plan

    The American Maize-Products Company (the "Company" or "AMPCo") Capital
    Accumulation Plan (the "Plan") enables eligible employees to acquire
    shares of American Maize-Products Company ("AMPCo") Class A common
    stock and also provides for voluntary savings and retirement benefits.
    On February 26, 1993, AMPCo and American Fructose Corporation ("AFC")
    executed a merger agreement pursuant to which AFC was merged with and
    into AMPCo.

    Effective June 1, 1993, the trust assets and related liabilities
    of the AFC Capital Accumulation Plan were merged with and into the
    Plan.  The merger caused the AFC Capital Accumulation Plan to transfer
    $1,783,903 of investments and $332,426 of participant loans to the Plan.

    Periodically, the AMPCo Capital Accumulation Plan has temporarily
    funded participant distributions on behalf of the AFC Plan. The
    receivable for these amounts has been satisfied upon the merger of
    the AFC Capital Accumulation Plan assets into the Plan.

    The following description of the Plan provides only general information.
    Participants should refer to the Plan agreement for a more complete
    description of the Plan's provisions.

    On January 1, 1994, certain Plan changes affecting participant
    investment options, participant eligibility for employer fixed
    contributions and allocation of employer matching contributions
    became effective.

    Contributions:

      The Plan is a defined contribution plan.  Participating employees
      may contribute, through payroll deductions, a minimum of 2%, and up
      to a maximum of 15%, of their eligible salary, as defined, to be
      invested in one or more of the funds allowable under the Plan
      provisions.  The investment funds are maintained by the Merrill
      Lynch Trust Company (the "Trustee").

      As of December 31, 1993 and 1992, participants elected to invest
      in the funds as follows:

                                           Number of Participants
                                              1993        1992
         American Maize-Products
           Company Stock Fund                   559        488
         Diversified Equity Fund                745        621
         Short-Term Investment Fund             906        859

      In September 1989, the Long-Term Investment Fund was discontinued
      as an investment option.  Amounts in this fund reflect contributions
      made prior to discontinuance. 

      The Company is required to make a fixed contribution of one
      percent of eligible participants' base salaries, as defined,
      on the participants' behalf to the Plan's AMPCo Stock Fund in
      the form of American Maize-Products Company Class A common
      stock.  For the year ended December 31, 1993, the Company 
      contributed 26,365 shares of its Class A common stock to the
      Plan with the average fair market value of share prices
      ranging from $15.625 to $22.375, as determined on the appro-
      priate dates of customary Company contributions, to satisfy
      the Company's fixed contribution.

      The Company, at the discretion of the Board of Directors, may
      make an additional voluntary contribution out of its current
      and accumulated earnings and profits.  The Company has made
      discretionary cash contributions of $983,651, $873,871 and
      $805,699 for the years ended December 31, 1993, 1992 and 1991,
      respectively.

      During 1991, the Plan received $311,153 from the Trustee to
      reimburse the Plan for prior year's distributions.  

      Forfeitures of participants' interest in non-vested contribu-
      tions accrue to the Company, and are used to offset future
      Company contributions.

    Participant Accounts:

      Each participant's account is credited with respective con-
      tributions, an allocation of the Company's contributions and
      Plan earnings, as defined.  Allocations are based on partici-
      pant salaries or account balances, as defined.  The benefit to
      which a participant is entitled is that which can be provided
      from the participant account.

<PAGE>
                   NOTES to FINANCIAL STATEMENTS, Continued


    Vesting:

       All employee contributions vest immediately.  Employer con-
       tributions vest as follows:

              Years of Continuous Employment            Vested Percent

         Less than 1 year                                     - %
         More than 1 year but less than 2 years               25
         More than 2 years but less than 3 years              50
         More than 3 years but less than 4 years              75
         Four or more years                                  100

    Transfers:

       Participants may elect (up to a maximum of four times a year)
       to transfer, among any of the funds, their prior contributions
       and earnings.  However, transfers into the Long-Term Invest-
       ment Fund are prohibited.

    Distributions Paid:

       Upon termination or retirement, a participant is entitled to
       receive a lump sum distribution equal to the vested value of
       the participant's account.

    Loans:

       A participant may borrow a minimum of $1,000 and up to a
       maximum amount that is dependent upon their accumulated vested
       account balance, determined in accordance with the following
       schedule:

         Participants' Vested        Maximum Amount Available
           Account Balance       for a Loan on a Non-taxable Basis

          $2,000 - $100,000                            50%
          Over     $100,000                       $50,000


       Only one loan may be outstanding at a time and it must be
       repaid within a maximum of 5 years, unless used for the pur-
       chase of a principal residence, in which case repayment must
       be made within a maximum of 15 years.  Loans shall be made in
       an order as specified in the plan agreement.

       Each loan shall bear interest on any unpaid balance at a rate
       per annum to be set periodically by the Pension Committee
       provided, however, that the rate of interest for such loan
       shall not exceed the maximum legal rate of interest estab-
       lished by any statute of the State of Connecticut.

2.  Summary of Significant Accounting Policies

    The following is a summary of significant accounting policies:

    Financial Statement Presentation:

       In accordance with guidance issued by the American Institute
       of Certified Public Accountants in 1993, the Plan has changed
       its method of accounting for distributions such that all
       amounts elected to be withdrawn and distributed by the Plan
       are no longer recorded as a liability in the Statement of Net
       Assets Available for Plan Benefits.  The effect of the change
       was to increase the net assets available for plan benefits as
       of January 1, 1993 by $219,737.  As of December 31, 1993,
       $385,802 has been allocated to accounts of persons who have
       withdrawn from participation in the earnings and operations of
       the Plan, but for which disbursement of these funds from the
       Plan has not yet been made.  The following is a reconciliation
       to the amounts reported on Form 5500:

         Net assets available for plan
           benefits as stated in the
           financial statements                          $27,421,613
             Less, Distributions payable                     385,802

         Net assets available for plan
           benefits per Form 5500                        $27,035,811

    Investments:

       American Maize-Products Company Class A common stock is      
       traded on the American Stock Exchange and is valued at fair
       value determined by the last reported sales price on the last
       business day of the Plan year.  Realized gains and losses from
       sales are determined on the basis of average cost.  Purchases
       and sales are recorded as of the trade date.  Dividend income
       is recorded on the ex-dividend date.
<PAGE>
                   NOTES to FINANCIAL STATEMENTS, Continued


       The Diversified Equity and Long-Term Investment Funds invest
       in mutual funds.  Mutual funds are valued at fair value
       determined by the last reported sales price on the last
       business day of the fiscal year as published by the Wall
       Street Journal.  The Plan receives a proportionate share of
       the fair value of the holdings of the respective mutual fund. 
       Realized gains and losses from sales are determined on the
       basis of average cost.  Currently, the Diversified Equity Fund
       invests in the Merrill Lynch Basic Value Fund, and the Long-
       Term Investment Fund invests in the Merrill Lynch Corp. High
       Quality Bond Fund.

       The Short-Term Investment Fund currently invests in the
       Merrill Lynch Retirement Preservation Trust.  This trust has
       investments in GICs with a diversified pool of insurance
       companies, U.S. Government and U.S. Government agency securi-
       ties, and money market instruments.  The GICs are carried at
       historical cost plus accrued interest ("contract value"). 
       U.S. Government obligations and money market instruments are
       valued at amortized cost.

       The Plan presents in the statement of changes in net assets
       available for plan benefits the net appreciation (deprecia-
       tion) in the fair value of its investments which consists of
       realized gains or losses incurred during the year and the
       change in unrealized appreciation (depreciation) on invest-
       ments.

    Expenses:

       Administrative expenses are currently paid by the Company.

3.  Tax Status

    The Plan obtained its latest determination letter on July 30,
    1986, in which the Internal Revenue Service stated that the
    Plan, as then designed, was in compliance with the applicable
    requirements of the Internal Revenue Code (IRC).  The Plan has
    been amended since receiving the determination letter.  However,
    the Plan Administrator believes that the Plan is currently
    designed and being operated in compliance with the applicable
    requirements of the Internal Revenue Code.  Therefore, no
    provision for income taxes has been included in the Plan's
    financial statements.

4.  Plan Termination

    The Company intends to continue the Plan indefinitely but
    reserves the right to discontinue its contributions subject to
    the penalties set forth in the Employee Retirement Income
    Security Act of 1974 ("ERISA").  In the event such discontinu-
    ance results in the termination of the Plan, the net assets of
    the Plan shall be allocated among the participants and benefi-
    ciaries of the Plan in the order provided for in the Plan and
    ERISA.

5.  Investments

    The Plan's investments at December 31, 1993 and 1992 were held
    in trust by the Trustee.  The following table presents the fair
    values of those investments that represent 5% or more of the
    Plan's net assets at December 31, 1993 and 1992:

<TABLE>
<CAPTION>
                                                       1993                                     1992
                                        Number of                                Number of
                                         Shares/                     Fair          Shares/                   Fair
                                          Units        Cost          Value         Units        Cost         Value

<S>                                      <C>        <C>            <C>           <C>         <C>           <C>
     Investments held:
       American Maize-Products Company
         Class A common stock            306,667    $ 5,701,323    $ 4,791,675     206,355   $ 3,925,284   $ 4,694,581

       Merrill Lynch Basic Value Fund
         Class A                         489,496      9,803,564     11,439,520     382,687     7,320,449     7,783,862

       Merrill Lynch Retirement 
         Preservation Trust            7,568,203      7,568,203      7,568,203   6,527,433     6,527,433     6,527,433

                                                    $23,073,090    $23,799,398               $17,773,166   $19,005,876
</TABLE>
<PAGE>
                   NOTES to FINANCIAL STATEMENTS, Continued


6.  Investment Funds

    The following summarizes the net assets of each investment fund
    as of December 31, 1993 and 1992:
<TABLE>
<CAPTION>
                                           American Maize-
                                           Products Company  Diversified     Long-Term        Short-Term 
December 31, 1993                             Stock Fund     Equity Fund  Investment Fund  Investment Fund

          ASSETS:

<S>                                            <C>            <C>             <C>            <C>
Investments:
  American Maize-Products Company
    Class A common stock                       $4,791,675     $    -          $   -          $    -
  Merrill Lynch Retirement
    Preservation Trust                              -              -              -           7,568,203
  Merrill Lynch CMA Money Fund                      -              -              -              57,249
  Mutual funds                                      -          11,439,520      531,425            -
  Cash                                              -              -              -               -
                                                4,791,675      11,439,520      531,425        7,625,452
Receivables:
  Employee contributions                           89,027         170,162         -             205,593
  Employer contributions                          158,416          87,411         -               -
  Employee loans                                  396,500         710,161      187,541        1,028,730
  Due from (to) other investment funds           (170,849)        335,913         -            (165,064)
                                                  473,094       1,303,647      187,541        1,069,259
          Total assets                          5,264,769      12,743,167      718,966        8,694,711
Net assets available for plan benefits         $5,264,769     $12,743,167     $718,966       $8,694,711
</TABLE>

<TABLE>
<CAPTION>
December 31, 1992

          ASSETS:
<S>                                            <C>             <C>            <C>            <C>

Investments:
  American Maize-Products Company
    Class A common stock                       $4,694,581      $    -         $   -          $    -
  Merrill Lynch Retirement
    Preservation Trust                              -               -             -           6,527,433
  Merrill Lynch CMA Money Fund                      3,712           -             -               2,644
  Mutual funds                                      -           7,783,862      560,355            -
  Cash                                             13,778           -             -              41,307
                                                4,712,071       7,783,862      560,355        6,571,384
Receivables:
  Employee contributions                           35,008          69,293         -             107,036
  Employer contributions                          107,980         149,676         -               -
  Employee loans                                  215,370         501,733      140,417          722,375
  Due from (to) other investment funds           (155,657)        307,045         -            (151,388)
  Due from American Fructose Corporation
    Capital Accumulation Plan                     106,391         207,220       20,933          178,050
                                                  309,092       1,234,967      161,350          856,073
          Total assets                          5,021,163       9,018,829      721,705        7,427,457

       LIABILITIES:

Distributions payable to participants              44,321          48,947       20,298          106,171
          Total liabilities                        44,321          48,947       20,298          106,171

Net assets available for plan benefits         $4,976,842      $8,969,882     $701,407       $7,321,286
</TABLE>
<PAGE>
                   NOTES to FINANCIAL STATEMENTS, Continued

    The following summarizes the changes in net assets for the individual
    investment funds for the years ended December 31, 1993, 1992, and 1991:

<TABLE>
<CAPTION>
                                            American Maize-
                                            Products Company  Diversified     Long-Term        Short-Term
December 31, 1993                              Stock Fund     Equity Fund  Investment Fund   Investment Fund

<S>                                           <C>            <C>             <C>             <C>
Additions to net assets attributed to:
  Investment income:
    Dividends                                 $   165,802    $   669,500     $ 60,171        $  416,857
    Interest                                       30,409         45,314            6            70,217
    Net appreciation (depreciation)
      in fair value of investments             (1,719,522)     1,406,737       17,299             -

          Net investment (loss) income         (1,523,311)     2,121,551       77,476           487,074

  Contributions:
    Employee                                      493,097        958,835          567         1,237,424
    Employer:
      Cash                                            -          983,651         -                2,356
      American Maize-Products Company
        Class A common stock                      467,054           -            -                 -
      Rollover contributions                       29,056          6,990         -               20,107
      Transfer of employee loans from
        American Fructose Corporation
        Capital Accumulation Plan                  78,635         69,384       29,239           155,168
      Transfer of investments from American
        Fructose Corporation Capital
        Accumulation Plan                         478,362        677,465       67,887           560,189

                                                1,546,204      2,696,325       97,693         1,975,244

          Net additions                            22,893      4,817,876      175,169         2,462,318

Transfers                                         650,468       (249,233)      (1,055)         (400,180)

Deductions from net assets attributed to:
  Distributions to participants                   429,755        844,305      176,853           794,884

          Total deductions                        429,755        844,305      176,853           794,884

          Change in net assets during the period  243,606      3,724,338       (2,739)        1,267,254

Net assets available for plan benefits:
  Beginning of year                             4,976,842      8,969,882      701,407         7,321,286
  Cumulative effect of change in
    accounting principle                           44,321         48,947       20,298           106,171

  Beginning of year, adjusted                   5,021,163      9,018,829      721,705         7,427,457

  End of year                                  $5,264,769    $12,743,167     $718,966        $8,694,711
</TABLE>

<TABLE>
<CAPTION>
                                            American Maize-
                                            Products Company  Diversified     Long-Term        Short-Term
December 31, 1992                              Stock Fund     Equity Fund  Investment Fund   Investment Fund

<S>                                            <C>           <C>              <C>             <C>
Additions to net assets attributed to:
  Investment income:
    Dividends                                  $  122,693    $   348,784      $ 48,135        $    -
    Interest                                       19,591         36,634          -              459,471
    Net appreciation (depreciation)
      in fair value of investments                190,307        322,272        (7,608)             -
          Net investment income                   332,591        707,690        40,527           459,471
  Contributions:
    Employee                                      395,398        759,605          -            1,214,784
    Employer:
      Cash                                          -            873,871          -                -
      American Maize-Products Company
        Class A common stock                      409,939         -               -                -
      Rollover contributions                       20,927         39,423          -               54,258
                                                  826,264      1,672,899          -            1,269,042
          Net additions                         1,158,855      2,380,589        40,527         1,728,513
Transfers                                         (54,175)       290,585        (1,654)         (234,756)
Deductions from net assets attributed to:
  Distributions to participants                   200,207        312,424        38,126           402,081
          Total deductions                        200,207        312,424        38,126           402,081
          Change in net assets during the period  904,473      2,358,750           747         1,091,676

assets available for plan benefits:
  Beginning of year                             4,072,369      6,611,132       700,660         6,229,610

  End of year                                  $4,976,842    $ 8,969,882      $701,407        $7,321,286
</TABLE>
<PAGE>
                   NOTES to FINANCIAL STATEMENTS, Continued

<TABLE>
<CAPTION>
                                            American Maize-
                                            Products Company  Diversified     Long-Term        Short-Term
December 31, 1991                             Stock Fund      Equity Fund  Investment Fund   Investment Fund

<S>                                            <C>            <C>           <C>             <C>
Additions to net assets attributed to:
  Investment income:
    Dividends                                  $  119,932     $  287,374    $   70,694      $    -
    Interest                                       18,162         26,099         -            416,737
    Net appreciation (depreciation)
      in fair value of investments                257,486      1,075,290        46,895           -
          Net investment income                   395,580      1,388,763       117,589        416,737
  Contributions:
    Employee                                      378,498        593,853         -          1,164,147
    Employer:
      Cash                                          -            805,699         -                -
      American Maize-Products Company Class A
        common stock                              378,258          -             -                -
      Rollover contributions                        -              -             -              2,687
  Other receipts                                   55,123         86,487         -            169,543
                                                  811,879      1,486,039         -          1,336,377
          Net additions                         1,207,459      2,874,802       117,589      1,753,114
Transfers                                        (246,382)      (477,683)     (669,439)     1,393,504
Deductions from net assets attributed to:
  Distributions to participants                   564,803        927,608       203,387        607,798
  Other distributions                              46,451        111,089        12,949         61,803
          Total deductions                        611,254      1,038,697       216,336        669,601
          Change in net assets during the period  349,823      1,358,422      (768,186)     2,477,017
Net assets available for plan benefits:
  Beginning of year                             3,722,546      5,252,710     1,468,846      3,752,593

  End of year                                  $4,072,369     $6,611,132    $  700,660     $6,229,610
</TABLE>


<PAGE>
                        AMERICAN MAIZE-PRODUCTS COMPANY
                           CAPITAL ACCUMULATION PLAN

        "ITEM 27(a) - SCHEDULE of ASSETS HELD for INVESTMENT PURPOSES"

                            as of December 31, 1993
                                    _______




<TABLE>
<CAPTION>
        Name of Issuer and                     Number                   Market
        Title of Each Issue                  of Shares     Cost         Value 

<S>                                         <C>        <C>           <C> 
American Maize-Products Company Stock Fund:
  American Maize-Products Company
    Class A common stock                      306,667  $ 5,701,323   $ 4,791,675

Diversified Equity Fund:
  Merrill Lynch Basic Value Fund Class A      489,496    9,803,564    11,439,520

Long-Term Investment Fund:
  Merrill Lynch Corp. Bond Fund Inc.
    High Quality Class A                       44,396      495,464       531,425

Short-Term Investment Fund:
  Merrill Lynch Retirement
    Preservation Trust                      7,568,203    7,568,203     7,568,203
  Merrill Lynch CMA Money Fund                 57,249       57,249        57,249

Employee loans                                           2,322,932     2,322,932

                                                       $25,948,735   $26,711,004
</TABLE>
<PAGE>
                           AMERICAN MAIZE-PRODUCTS COMPANY
                              CAPITAL ACCUMULATION PLAN

                "ITEM 27(d) - SCHEDULE of REPORTABLE TRANSACTIONS" -
                  TRANSACTIONS or SERIES of TRANSACTIONS in EXCESS
                      of 5% of the CURRENT VALUE of PLAN ASSETS

                        for the year ended December 31, 1993
                                       _______




<TABLE>
<CAPTION>
                                                                             Net
                                                                          Realized
         Description               Purchases     Sales    Assets Sold   Gain (Loss)

<S>                               <C>         <C>         <C>          <C>
American Maize-Products Company
  Class A common stock            $1,478,048  $  566,953  $  607,530   ($ 40,577)

Merrill Lynch Basic Value
  Fund Class A                     2,929,340   1,565,104   1,330,910     234,194

Merrill Lynch Retirement
  Preservation Trust               2,000,692   1,698,162   1,698,162         -  
</TABLE>


<PAGE>


                      CONSENT OF INDEPENDENT ACCOUNTANTS




We consent to the incorporation by reference in the registration
statement on Form S-8 (No. 2-90927) of our report dated April 15,
1994 on our audits of the financial statements of the American
Maize-Products Company Capital Accumulation Plan as of December 31,
1993 and 1992 and for the years ended December 31, 1993, 1992 and
1991, which report is included in the Annual Report on Form 11-K.



                                 Coopers & Lybrand



Stamford, Connecticut
June 29, 1994

<PAGE>


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