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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9
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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)
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. 2 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 subsection in section (b)(ii) of Item 3 entitled "The Rights
Offering" is hereby amended to add the following information:
On March 17, 1995, the Registration Statement was declared
effective, and on March 20, 1995, the Company mailed the offering
materials and commenced the Rights Offering. The Rights Offering is
scheduled to expire on April 10, 1995, unless extended by the Company.
The paragraph in section (b) of Item 3 entitled "Certain Litigation"
is hereby amended to add the following information:
A hearing on the plaintiffs' request for a preliminary injunction
against the transactions contemplated by the Merger Agreement and the
Stock Purchase Agreement was held on March 8 and 9, 1995, and a ruling
is expected on or about March 24, 1995.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY SUBJECT COMPANY.
Paragraph (a) of Item 7 is hereby amended to add the following
information:
On March 8, 1995, Pexco forwarded a letter to the GIH Entities
proposing, as an alternative to its original offer, to purchase from
the GIH Entities all of their GIH Corp. stock on the same terms and
conditions as the original offer, if such purchase would be helpful in
minimizing adverse tax consequences to the GIH Entities. The letter
also indicated that the original offer and the alternative offer would
remain open until Pexco notifies the GIH Entities to the contrary or,
based upon developments, until the Common Stock held by the GIH
Entities ceases to represent a controlling interest in the Company.
On March 13, 1995, Mr. Ziegler issued a press release in response to
the Pexco letter stating that the shares of GIH Corp. which he owns or
controls are not for sale or tender.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Paragraph (a) of Item 8 is hereby amended to add the following
information:
On February 28, 1995, the plaintiffs in the Steiner, Katz and
Saltzman actions filed suit against Mr. Ziegler in Maine Superior
Court, purportedly as a class action, claiming that Mr. Ziegler
breached his fiduciary duties to the Company's shareholders by
refusing to adequately consider the Merger with EBS, seeking to
advance his own interests at the expense of the shareholders and
denying the shareholders the opportunity to maximize value by
participating in the Merger. The plaintiffs seek to consolidate this
lawsuit with the lawsuit entitled GIH Corp. and William Ziegler, III
v. American Maize-Products Co., et al. described in Item 3(b) above.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(16) Press release issued by the Company on March 21, 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: March 21, 1995
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INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT
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(16) Press release issued by the Company on March 21,
1995.
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EXHIBIT 16
FOR: IMMEDIATE RELEASE
CONTACT: Edward P. Norris
Chief Financial Officer
(203) 356-9000
STAMFORD, Conn., March 21, 1995 -- American Maize-Products
Company (ASE:AZE) announced today the commencement of a rights offering to its
Class B stockholders, pursuant to which such holders may purchase their
proportionate share of an aggregate of 757,943 newly issued shares of Class B
Common Stock at a price of $40 per share. Eridania Beghin-Say, S.A. will
purchase all such Class B shares not purchased in the rights offering. The
rights offering is being conducted in accordance with the preemptive rights of
the Class B holders. The rights offering is scheduled to expire on April 10,
1995, unless extended by the Company.
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. Following
the successful completion of the tender offer, a subsidiary of Eridania will
merge with American Maize and holders of all remaining shares of American Maize
will receive $40 per share.
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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