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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 24, 1995
AMERICAN MAIZE-PRODUCTS COMPANY
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(Exact name of registrant as specified in its charter)
Maine 1-6244 13-0432720
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
250 Harbor Drive, Stamford, Connecticut 06902
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 356-9000
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None
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On March 24, 1995, American Maize-Products Company (the
"Company") issued the press releases which are attached hereto as Exhibits 99.1
and 99.2 and are incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press release of the Company, dated March 24,
1995.
99.2 Press release of the Company, dated March 24,
1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AMERICAN MAIZE-PRODUCTS COMPANY
By /s/Edward P. Norris
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Name: Edward P. Norris
Title: Vice President and
Chief Financial Officer
Date: March 27, 1995
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Subject Matter
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<S> <C>
99.1 Press release of the Company, dated March 24, 1995.
99.2 Press release of the Company, dated March 24, 1995.
</TABLE>
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EXHIBIT 99.1
FOR: IMMEDIATE RELEASE
CONTACT: Edward P. Norris
Chief Financial Officer
(203) 356-9000
STAMFORD, Conn., March 24, 1995 -- American Maize-Products Company
(ASE:AZE) announced today that the motion by William Ziegler, III, Chairman of
the Board of American Maize, to preliminary enjoin the issuance of authorized
but unissued shares of American Maize Class B Common Stock to Eridania
Beghin-Say, S.A. was denied by the Superior Court of Cumberland County, Maine.
Mr. Ziegler filed suit against American Maize and its other directors on
February 22, 1995, claiming, among other things, that the approval by Maize's
directors of the proposed acquisition by Eridania of American Maize constituted
a breach of the directors' fiduciary duties and that the sale of Class B shares
to Eridania would be illegal.
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. In connection with the merger agreement, the parties
entered into a stock purchase agreement pursuant to which Eridania will
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
remain available for purchase following the exercise by holders of the Class B
Common Stock of preemptive rights. American Maize intends to proceed with the
transactions contemplated by the merger agreement and the stock purchase
agreement.
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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EXHIBIT 99.2
FOR: IMMEDIATE RELEASE
CONTACT: Edward P. Norris
Chief Financial Officer
(203) 356-9000
STAMFORD, Conn., March 24, 1995 -- American Maize-Products Company
(ASE:AZE) announced today that the Appellate Division of the New York State
Supreme Court rendered a decision in favor of William Ziegler, III, its Chairman
of the Board, in the lawsuit against Mr. Ziegler brought by the children of his
sister, Helen Z. Steinkraus, challenging the prior distribution of the
controlling share of GIH Corp., which owns approximately 13% of the Class A
Common Stock and approximately 47% of the Class B Common Stock of American
Maize. Pursuant to a settlement agreement entered into in March 1991, Mr.
Ziegler, Mrs. Steinkraus and GIH Corp. agreed that their American Maize shares
would be voted in favor of a majority of independent American Maize directors
until the final resolution of this litigation.
The Steinkraus family has informed American Maize that it plans to
appeal the decision. American Maize believes that final resolution of this
litigation will not occur until the appeals process is exhausted, and the
settlement agreement remains in effect until that time.
American Maize entered into an agreement with Eridania Beghin-Say,
S.A. ("EBS") on February 22, 1995 pursuant to which EBS will acquire all
outstanding shares of the Company for $40 per share. American Maize intends to
proceed with that transaction.
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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