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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 2)
AMERICAN MAIZE-PRODUCTS COMPANY
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(Name of Issuer)
Class B Common Stock 027339 30 8
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(Title of class of securities) (CUSIP number)
David E. Zeltner, Weil, Gotshal & Manges, 767 Fifth Avenue,
New York, New York 10153, (212)310-8000
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(Name, address and telephone number of person authorized to receive
notices and communications)
July 24, 1995
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
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CUSIP No. 027339 30 8 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
EFL Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Hong Kong
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 282,600
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 282,600
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 282,600
REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.2%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 027339 30 8 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Excorp Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Hong Kong
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 282,600
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 282,600
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 282,600
REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.2%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 027339 30 8 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Excorp Holdings Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Hong Kong
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 282,600
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 282,600
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 282,600
REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.2%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 027339 30 8 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Abacus (C.I.) Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Island of Jersey
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 282,600
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 282,600
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 282,600
REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.2%
14 TYPE OF REPORTING PERSON: CO
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 relates to the Statement on Schedule
13D (as heretofore amended, the "Statement") filed on April 6, 1995 on
behalf of EFL Limited, a corporation organized under the laws of Hong
Kong (the "Purchaser"), Excorp Limited, a corporation organized under
the laws of Hong Kong ("Excorp"), Excorp Holdings Limited, a corpora-
tion organized under the laws of Hong Kong ("Excorp Holdings"), and
Abacus (C.I.) Limited, a trust corporation organized under the laws of
the Island of Jersey, as trustee (the "Trustee"), of the Settlement
dated 31 December 1985, a trust established under the laws of the
Island of Jersey (the "Trust"), with regard to the beneficial
ownership of Class B Common Stock, par value $.80 per share (the
"Class B Stock"), of American Maize-Products Company, a Maine corpo-
ration (the "Company"). Purchaser, Excorp, Excorp Holdings and the
Trustee are referred to herein collectively as the "Reporting
Persons".
ITEM 4. PURPOSE OF TRANSACTION
On July 24, 1995, Pexco Holdings, Inc., a Delaware
corporation and a wholly-owned subsidiary of Excorp, sent the
following letter to the Board of Directors of the Company:
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July 24, 1995
The Board of Directors
American Maize-Products Company
250 Harbor Drive
Stamford, CT 06902
Attn: Patric J. McLaughlin
Chairman, President and Chief Executive Officer
This letter is written on behalf of Pexco Holdings, Inc.
("Pexco") and our affiliate, EFL Limited ("EFL"), a securities trading
company that owns 16.2% of the Class B stock and 1.75% of the Class A
stock of American Maize-Products Company ("American Maize").
We are quite disturbed by the recent press reports that
Eridania Beghin-Say, S.A. ("Eridania") has persuaded Mr. William
Ziegler, III to participate in an arrangement under which Eridania
would acquire all outstanding shares of American Maize at $40 per
share and a group led by Mr. Ziegler would then acquire 88% of
American Maize's tobacco business for $165 million, with American
Maize providing $20 million of subordinated debt financing for the
Ziegler purchase.
We believe that the Eridania/Ziegler transaction would not
maximize value for all shareholders. In our view, that transaction
represents the payment of a very substantial and inappropriate control
premium to Mr. Ziegler in the form of a deeply discounted price for
American Maize's tobacco business, which is exacerbated by the fact
that Mr. Ziegler's purchase would be partly financed by American
Maize. Based upon our understanding of the proposed transaction and
our valuation of American Maize's tobacco business, we believe that
the transaction involves the payment of approximately $30 per share in
control premium based on Mr. Ziegler's reported ownership of 1,297,610
American Maize shares (attributing to him shares held in trust and 50%
of the shares held indirectly through GIH Corp).
We recognize the difficulty faced by American Maize's Board
of Directors in attempting to maximize shareholder values through a
sale of the entire business at this time, when any such sale can be
blocked by Mr. Ziegler who beneficially owns a majority of the
outstanding Class B shares but only 13% of
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American Maize's equity. Accordingly, we wish you to consider
proceeding along a different tack.
We have engaged in exploratory discussions with members of
your management concerning a combination of Pexco's indirect
subsidiary, National Tobacco Company, L.P. ("NTC"), a privately-owned
Delaware limited partnership that manufactures and markets smokeless
tobacco products, with American Maize's tobacco business conducted
through its subsidiary, Swisher International, Inc. ("Swisher"). We
are certain that the combination of NTC and Swisher would produce
substantial synergies that would greatly enhance value, a view that we
believe is shared by members of your management.
A Swisher/NTC combination could be accomplished by our
acquisition of Swisher. In this regard, we are prepared to negotiate
a purchase of Swisher from American Maize at a price of $225 million,
subject to a satisfactory due diligence review and the execution and
delivery of a mutually satisfactory purchase agreement. Following
such a transaction, American Maize could declare a special cash
dividend to its shareholders and, in any event, would remain free to
entertain proposals by Eridania or other third parties with respect to
its corn business.
Alternatively, we believe that the value created by a
Swisher/NTC combination could be realized by all American Maize
shareholders through American Maize's acquisition of NTC followed by a
prompt spin-off of Swisher/NTC to all shareholders. We believe the
spin-off could be accomplished on a tax free basis by distributing one
share of equal voting common stock in the combined company for each
outstanding share of American Maize common stock.
Based upon an analysis conducted by us and our financial
advisor, Gleacher & Company, Inc., of comparable companies, trading
multiples and other factors, including the synergies that should
result from the Swisher/NTC combination, shares of American Maize are
likely to trade in the range of $25-$30 per share after the spin-off
(underpinned by an estimated $26 per share net cost to Eridania in the
Eridania/Ziegler transaction), and shares of Swisher/NTC are likely to
trade in the range of $25-$30 per share. Therefore, we believe that
our
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proposed business combination of NTC with Swisher will maximize
shareholder value over the near term in a range of from $50 to $60 per
share (as opposed to $40 per share in the Eridania/Ziegler proposal),
while creating two freestanding public companies with excellent
business prospects going forward.
Please be advised that our valuations are based solely on
1995 performance and do not begin to take into account the substantial
future contribution to earnings in 1996 and beyond which the
completion of your massive capital expenditure program in the Hammond,
Indiana facility is expected to create. We believe the logic of this
proposal is compelling in the context of maximizing value for all
shareholders, not just the Ziegler interests.
Please also note that the spin-off would not prohibit third
parties, including Eridania or Mr. Ziegler, from making proposals to
acquire either or both of the two independent public companies that
would result. As you know, CPC International had expressed an
interest in acquiring the corn business for $500 million
(approximately $34 per share), the Eridania proposal places a value on
the corn business of an estimated $26 per share (after giving effect
to Mr. Ziegler's purchase of the tobacco business and the payment of
resulting capital gains taxes), and we understand that, in addition to
Pexco, a number of parties have expressed interest in acquiring the
Company's tobacco business at values far in excess of that proposed by
Mr. Ziegler (which business would only be enhanced by a combination
with NTC). After the spin-off, however, any such proposal would need
to take into account the market value of the business to be acquired
which, in the case of either business, should be substantially greater
than that reflected by the Eridania/Ziegler transaction.
We would be happy to discuss either proposed transaction--
our acquisition of Swisher or your acquisition of NTC--and to explain
to you, in much greater detail, the synergies that should result from
a Swisher/NTC combination and how we and our advisor arrived at our
estimates of market values. In the case of our acquisition of
Swisher, we would favor an all cash transaction but would consider
structures in which American Maize retained an equity stake in the
combined business. We also would be flexible in negotiating the terms
of any acquisition of NTC by American Maize, and would favor a
structure under which the former owners of NTC would receive a
combination of cash and
NYFS02...:\09\67609\0019\91\13D7205U.54A
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equity securities of American Maize that have meaningful voting rights
based upon an agreed valuation for NTC.
We would appreciate it if you or your representatives would
contact us about the possibility of proceeding with either of the
transactions outlined above.
Very truly yours,
/s/ Leonard D. Pickett
Leonard D. Pickett
President
The Reporting Persons continue to believe that the proposed
Eridania/Ziegler transaction described in the foregoing letter (the
"Proposed Eridania/Ziegler Transaction") would not maximize value for
all shareholders. Their future course of action will be influenced by
the Company's response to Pexco's proposals set forth in the foregoing
letter and by any action taken by the Company's Board of Directors
with respect to the Proposed Eridania/Ziegler Transaction. The
Reporting Persons may pursue discussions or negotiations with the
Company, other stockholders and/or other interested parties with
respect to Pexco's proposals and any other possible alternatives to
the Eridania/Ziegler Proposed Transaction.
Depending upon the outcome of the discussions or
negotiations referred to above and other future developments, the
Reporting Persons may determine to acquire additional shares of the
Company's common stock in the open market, privately negotiated
transactions or otherwise. Alternatively, depending
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upon the outcome of such discussions, negotiations or developments,
the Reporting Persons may determine to sell their shares of Class B
Stock in the open market, in privately negotiated transactions or
otherwise.
Although the foregoing reflects activities presently
contemplated by the Purchaser with respect to the Company, the
foregoing is subject to change at any time. Except as set forth
above, none of the Reporting Persons has any present plans or
proposals which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge
and belief, each of the undersigned hereby certifies that the
information set forth in this Statement is true, complete and correct.
Dated: July 24, 1995
EFL LIMITED
By: /s/ Leonard D. Pickett
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Name: Leonard D. Pickett
Title: Attorney-in-fact
EXCORP LIMITED
By: /s/ Leonard D. Pickett
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Name: Leonard D. Pickett
Title: Attorney-in-fact
EXCORP HOLDINGS LIMITED
By: /s/ Leonard D. Pickett
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Name: Leonard D. Pickett
Title: Attorney-in-fact
ABACUS (C.I.) LIMITED, as
Trustee
By: /s/ Leonard D. Pickett
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Name: Leonard D. Pickett
Title: Attorney-in-fact
