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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
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AMERICAN MAIZE-PRODUCTS COMPANY
(NAME OF SUBJECT COMPANY)
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CERESTAR USA, INC.
ERIDANIA BEGHIN-SAY, S.A.
(BIDDERS)
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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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ANDREW C. HARVARD
PRESIDENT
CERESTAR USA, INC.
c/o CENTRAL SOYA COMPANY INC.
1300 FORT WAYNE NATIONAL BANK BUILDING
FORT WAYNE, INDIANA 46802
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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)
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This Amendment No. 7 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, Amendment No. 3 filed on March 27,
1995, Amendment No. 4 filed on March 28, 1995, Amendment No. 5 filed on
April 11, 1995 and Amendment No. 6 filed on April 19, 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 May 5, 1995, the Offeror issued a press release announcing the
number of Shares deposited as of the close of business on May 3, 1995,
announcing the extension of time during which the Shares may be tendered until
5:00 p.m. New York City time, Friday, May 12, 1995 and releasing the full text
of a letter forwarded by the Offeror to the trustees of certain trusts
established for the benefit of Mr. William Ziegler, III and his family, which
trusts indirectly control certain Shares. The full text of the press release
together with the letter forwarded to the trustees is attached hereto as
Exhibit (a)(16) and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
Exhibit No. Description
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(a)(16) Press Release and Letter, dated May 5, 1995.
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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: May 8, 1995
ERIDANIA BEGHIN-SAY, S.A.
By: /s/ Stefano Meloni
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Name: Stefano Meloni
Title: Chairman
CERESTAR USA, INC.
By: /s/ Andrew C. Harvard
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Name: Andrew C. Harvard
Title: President
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
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<S> <C> <C>
(a)(16) Press Release and Letter, dated May 5, 1995.
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EXHIBIT (a)(16)
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Contact: David Kronfeld/Barbara Glassman
Kekst and Company
(212) 593-2655
FOR IMMEDIATE RELEASE
ERIDANIA BEGHIN-SAY EXTENDS TIME PERIOD
FOR AMERICAN MAIZE TENDER OFFER
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PARIS, FRANCE, May 5, 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 Friday, May 12,
1995. In addition, Eridania Beghin-Say reported that as of close of business
May 3, 1995, 5,274,115 Class A shares and 368,743 Class B shares of American
Maize have been tendered.
In addition, Eridania Beghin-Say has forwarded the attached letter to the
trustees of the trusts established for the benefit of Mr. William Ziegler, III
and his family. A copy of the letter is being disclosed in a filing with the
Securities and Exchange Commission in an amendment to Eridania Beghin-Say's
14D-1.
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.
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May 5, 1995
First Fidelity Bank, Connecticut, as Trustee
P.O. Box 1297
Stamford, Connecticut 06904
Mr. William Ziegler, III, as Trustee
250 Harbor Drive
P.O. Box 10128
Stamford, Connecticut 06904
Dear Trustees:
This letter is written to you in your capacity as the trustees of the
trusts established under the wills of Helen M. Rivoire and William Ziegler, Jr.
for the benefit of William Ziegler, III, and his family (collectively, the
"Ziegler Trusts"). It is our understanding that the Ziegler Trusts own 18,695
shares of the outstanding common stock of GIH Corp. ("GIH"), which in turn owns
1,140,294 shares of the Class A Common Stock and 824,521 shares of the Class B
Common Stock of American Maize - Products Corp. ("American Maize"). Together
with shares of GIH owned by William Ziegler, III in his individual capacity, we
understand that you take the position that you collectively control GIH.
As you know, Eridania Beghin-Say ("Eridania") entered into a Merger
Agreement with American Maize on February 22, 1995 to acquire all of the
oustanding shares of American Maize at a price of $40 per share. Pursuant to
such Merger Agreement, Eridania has an outstanding tender offer to acquire
shares of American Maize at $40 per share, subject to the terms and conditions
of such tender offer. Eridania has just extended the expiration date for the
tender offer to 5 P.M., New York City time, on May 12, 1995.
Pursuant to one of the conditions of the tender offer, as well as
statutory requirements of Maine law regarding legal requirements to effect the
proposed merger, support for the Eridania acquisition proposal by a majority of
each class of the common stock of American Maize is required.
In light of developments in the litigation in Maine involving American
Maize's efforts to issue additional shares of Class B Common Stock in
connection with the Merger Agreement, support for the Eridania acquisition
proposal by GIH would appear to be required as a practical matter to satisfy
the Class B minimum share condition to the tender offer and the requirement of
Maine law that a majority of the shares of Class B Common Stock approve the
merger.
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This letter is a formal request to each of you in your capacity as the
trustees of the Ziegler Trusts to meet with Eridania and its advisors in order
that we may explore with you possible ways to obtain your support for our
proposal to acquire American Maize. We are prepared to discuss with you various
alternatives which we believe would be very attractive to the Ziegler Trusts,
including the direct acquisition of the Ziegler Trusts' shares in GIH upon
terms to be discussed.
As trustees with fiduciary duties to the Ziegler Trusts and their
beneficiaries, we hope and assume you will agree to meet with us to discuss
ways to maximize the value of the assets of the Ziegler Trusts. We would like
to hear from you as soon as possible regarding the arrangements for such a
meeting, but in any event we would request that you respond to us at the latest
by the May 12, 1995 expiration date for our tender offer. Please communicate
with our attorney, Neil T. Anderson of Sullivan & Cromwell, regarding the
arrangements for such a meeting. He can be reached at: 212-558-3653.
Very truly yours,
Stefano Meloni
