<PAGE> 1
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
--------------
AMERICAN MAIZE-PRODUCTS COMPANY
(NAME OF SUBJECT COMPANY)
--------------
CERESTAR USA, INC.
ERIDANIA BEGHIN-SAY, S.A.
(BIDDERS)
--------------
CLASS A COMMON STOCK, PAR VALUE $0.80 PER SHARE
(TITLE OF ClASS OF SECURITIES)
027339 20 9
(CUSIP NUMBER OF CLASS OF SECURITIES)
--------------
CLASS B COMMON STOCK, PAR VALUE $0.80 PER SHARE
(TITLE OF CLASS OF SECURITIES)
027339 30 8
(CUSIP NUMBER OF CLASS OF SECURITIES)
--------------
ANDREW C. HARVARD
PRESIDENT
CERESTAR USA, INC.
c/o CENTRAL SOYA COMPANY INC.
1300 FORT WAYNE NATIONAL BANK BUILDING
FORT WAYNE, INDIANA 46802
---------------
COPY TO:
NEIL T. ANDERSON
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-3653
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE> 2
This Amendment No. 5 is filed to supplement and amend the information
set forth in the Tender Offer Statement on Schedule 14D-1 filed by Cerestar
USA, Inc. (the "Purchaser") and Eridania Beghin-Say, S.A. (the "Offeror") on
February 28, 1995, as amended by Amendment No. 1 filed on March 14, 1995,
Amendment No. 2 filed on March 24, 1995 and Amendment No. 3 filed on March 27,
1995 and Amendment No. 4 filed on March 28, 1995 to such schedule (the
"Schedule 14D-1"), with respect to shares of Class A Common Stock, par value
$0.80 per share (the "Class A Common Stock"), and Class B Common Stock, par
value $0.80 per share (the "Class B Common Stock" and together with the Class A
Common Stock, the "Shares"), of American Maize-Products Company (the
"Company"). Unless otherwise indicated, the capitalized terms used herein shall
have the meanings specified in the Schedule 14D-1 including the Offer to
Purchase filed as Exhibit(a)(1) thereto.
Item 10. Additional Information
On April 10, 1995, the Offeror issued a press release announcing the
number of shares deposited to date and announcing the extension of time during
which the shares may be tendered until 5:00 p.m. New York City time, April 18,
1995. The full text of the press release is attached hereto as Exhibit (a)(13)
and is incorporated herein by reference.
On April 10, 1995, the Offeror was informed that, as of the close of
business on April 10, 1995, subscriptions to purchase 121,144 shares of Class B
Common Stock were received by the Company pursuant to the Rights Offering. The
full text of the letter is attached hereto as Exhibit (a)(14) and is
incorporated herein by reference.
Paragraph 14, Certain Legal Matters, subsection entitled "Certain
Litigitation", is hereby amended and supplemented by adding thereto the
following information:
On April 10, 1995, the Supreme Judicial Court of Maine issued the
following order in connection with the appeal filed by the plaintiffs:
"Pursuant to plaintiffs' motions for an expedited appeal, and after
conference with counsel and receipt of briefs, oral argument was heard
on the merits of the appeals from the judgments of the Superior Court
dated March 27, 1995 and March 31, 1995. A full opinion of the Court
will issue in due course. In view of the demonstrated need for a
prompt decision, however, the following order is entered effective at
3:00 p.m. on April 10, 1995: Appellees, their officers, agents,
servants, employees and attorneys, and all persons in active concert
or in participation are enjoined 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 Class B voting shares issued by American Maize-Products
Company; and are enjoined from issuing any additional Class B voting
shares of American Maize-Products Company pending issuance of the
final opinion of the Court."
Item 11. Material to be Filed as Exhibits.
Exhibit No. Description
(a)(13) Press Release, dated April 10, 1995.
(a)(14) Letter, dated April 10, 1995.
1
<PAGE> 3
SIGNATURES
After due 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.
Dated: April 11, 1995
ERIDANIA BEGHIN-SAY, S.A.
By: /s/ Stefano Meloni
---------------------------
Name: Stefano Meloni
Title: Chairman
CERESTAR USA, INC.
By: /s/ Andrew C. Harvard
---------------------------
Name: Andrew C. Harvard
Title: President
2
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
<S> <C> <C>
(a)(13) Press Release, dated April 10, 1995.
(a)(14) Letter, dated April 10, 1995.
</TABLE>
<PAGE> 1
EXHIBIT (a)(13)
<PAGE> 2
Contact: David Kronfeld
Keket and Company
(212) 593-2655
FOR IMMEDIATE RELEASE
ERIDANIA BEGHIN-SAY EXTENDS TIME PERIOD
FOR AMERICAN MAIZE TENDER OFFER
PARIS, FRANCE, April 10, 1995 - Eridania Beghin-Say announced today that it has
extended the time during which shareholders of American Maize-Products Company
may tender their shares until 5:00 p.m. New York City time, on Tuesday,
April 18, 1995. In addition, Eridania Beghin-Say reported that as of 3:30 p.m.
New York City time, April 10, 1995, 5,556,611 Class A shares and 366,681 Class
B shares of American Maize, have been tendered.
Pursuant to a merger agreement entered into by and among Eridania
Beghin-Say, its wholly-owned subsidiary Cerestar USA, Inc. and American
Maize on February 22, Eridania Beghin-Say commenced a tender offer on February
28 to acquire all of the outstanding shares of common stock of American Maize
at $40 per share.
<PAGE> 1
EXHIBIT (a)(14)
<PAGE> 2
[DEWEY BALLANTINE LETTERHEAD]
April 10, 1995
Cerestar USA, Inc.
c/o Neil T. Anderson
Sullivan & Cromwell
125 Broad Street
New York, NY 10004
Re: American Maize-Products Company
Rights Offering
-------------------------------
Ladies and Gentlemen:
On behalf of our client, American Maize-Products Company (the
"Company"), and in accordance with Section 4(h) of the Stock Purchase
Agreement, dated as of February 22, 1995, among the Company, Cerestar USA, Inc.
and Eridania Beghin-Say, S.A. (the "Stock Purchase Agreement"), this is to
inform you that as of the close of business on April 10, 1995, subscriptions to
purchase 121,144 Offered Shares were received in connection with the Rights
Offering, leaving 636,799 Available Shares. Capitalized terms used herein
without definition shall have the meanings given them in the Stock Purchase
Agreement.
Very truly yours,
Michelle B. Rutta
Michelle B. Rutta
cc: Robert M. Stephan
Morton A. Pierce
