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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 9
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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AMERICAN MAIZE-PRODUCTS COMPANY
(NAME OF SUBJECT COMPANY)
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AMERICAN MAIZE-PRODUCTS COMPANY
(NAME OF PERSON(S) FILING STATEMENT)
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CLASS A COMMON STOCK, PAR VALUE $0.80 PER SHARE
(TITLE OF CLASS OF SECURITIES)
027339 20 9
(CUSIP NUMBER OF CLASS OF SECURITIES)
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CLASS B COMMON STOCK, PAR VALUE $0.80 PER SHARE
(TITLE OF CLASS OF SECURITIES)
027339 30 8
(CUSIP NUMBER OF CLASS OF SECURITIES)
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ROBERT M. STEPHAN, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
AMERICAN MAIZE-PRODUCTS COMPANY
250 HARBOR DRIVE
STAMFORD, CONNECTICUT 06902
(203) 356-9000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH A COPY TO:
MORTON A. PIERCE, ESQ.
DEWEY BALLANTINE
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6092
(212) 259-8000
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This Amendment No. 9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated February 28,
1995, as amended to the date hereof (the "Schedule 14D-9"), of American
Maize-Products Company, a Maine corporation (the "Company"), filed in connection
with the Offer as set forth in the Schedule 14D-9. Capitalized terms used herein
shall have the definitions set forth in the Schedule 14D-9 unless otherwise
provided herein.
ITEM 3. IDENTITY AND BACKGROUND.
The paragraph in section (b) of Item 3 entitled "Certain Litigation" is
hereby amended to add the following:
On May 11, 1995, the Supreme Judicial Court of Maine issued an opinion
in connection with its order of April 10, 1995. The opinion vacates the
judgment of the Superior Court and permanently enjoins the Company and
the other appellees, their officers, agents, servants, employees and
attorneys, and all persons in active concert or in participation, from
issuing stock pursuant to the Stock Purchase Agreement and from
enforcing the deadline of 5:00 p.m. on Monday, April 10, 1995 for
participation in the Rights Offering.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(24) Press release issued by the Company on May 11, 1995.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
AMERICAN MAIZE-PRODUCTS COMPANY
By: /s/ Patric J. McLaughlin
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Patric J. McLaughlin
President and Chief Executive Officer
Dated: May 12, 1995
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INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT
(24) Press release issued by the Company on May 11, 1995.
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Exhibit 24
FOR: IMMEDIATE RELEASE
CONTACT: Edward P. Norris
Chief Financial Officer
(203) 356-9000
STAMFORD, Conn., May 11, 1995 -- American Maize-Products Company
(ASE:AZE) announced today that the Supreme Judicial Court of Maine issued an
opinion in connection with its order of April 10, 1995. The opinion and order
relate to the appeal of a decision by the Maine Superior Court denying
preliminary injunctive relief against the issuance of authorized but unissued
shares of American Maize Class B common stock to Eridania Beghin-Say, S.A. The
appeal was brought by William Ziegler, III, Chairman of the Board of American
Maize, and First Fidelity Bank, co-trustee with Mr. Ziegler over certain Ziegler
family trusts. The opinion vacates the judgment of the Superior Court and
permanently enjoins American Maize from issuing stock pursuant to the stock
purchase agreement entered into by the Company and Eridania, and from enforcing
the deadline of 5:00 p.m. on Monday, April 10, 1995 for Class B shareholders of
American Maize-Products Company to exercise their preemptive rights to acquire
additional American Maize Class B voting shares.
Pursuant to a merger agreement signed with American Maize,
Eridania commenced a tender offer on February 28, 1995 for all outstanding
shares of American Maize common stock at a price of $40 per share. In connection
with the merger agreement, the parties entered into a stock purchase agreement
pursuant to which Eridania agreed to purchase, at a price of $40 per share, all
authorized but unissued shares of American Maize Class B common stock (an
aggregate of 757,943 shares) which remained available for purchase following the
exercise by holders of the Class B common stock of preemptive rights.
American Maize, based in Stamford, Connecticut, produces corn
sweeteners and a variety of specialty food and industrial starches at plants in
Hammond, Indiana; Decatur, Alabama and Dimmitt, Texas. The Company also produces
cigars and smokeless tobacco products at plants located in Jacksonville, Florida
and Wheeling, West Virginia.
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