AMERICAN MAIZE PRODUCTS CO
8-K, 1995-01-17
GRAIN MILL PRODUCTS
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<PAGE>


                       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): January 6, 1995


                        AMERICAN MAIZE-PRODUCTS COMPANY
- - ------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

      Maine                        1-6244                       13-0432720
- - ------------------------------------------------------------------------------
 (State or other            (Commission File No.)             (I.R.S. Employer
  jurisdiction                                              Identification No.)
 of incorporation)


     250 Harbor Drive, Stamford, Connecticut                 06902
- - ------------------------------------------------------------------------------
     (Address of Principal Executive Offices)              (Zip Code)

       Registrant's telephone number, including area code: (203-356-9000)


                                      None
- - ------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)

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Item 5.    Other Events

           On January 6, 1995, American  Maize-Products  Company (the "Company")
issued a press release which is attached hereto as Exhibit 99.1 and incorporated
herein by reference.


Item 7.    Financial Statements and Exhibits

           (c)   Exhibits.

                 99.1  Press release of the Company, dated January 6, 1995.


<PAGE>
                                   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, thereunto duly authorized.




                              AMERICAN MAIZE-PRODUCTS COMPANY



                              By /s/ Robert M. Stephan
                                 _______________________________
                                     Robert M. Stephan
                                     Vice President and General Counsel



Date:  January 17, 1995

<PAGE>
  
                                 EXHIBIT INDEX


Number        Subject Matter
- - ------        --------------

  99.1        Press release of the Company, dated January 6, 1995.



<PAGE>

                                                                   Exhibit 99.1

News               

     American Maize-Products Company
     250 Harbor Drive
     P.O. Box 10128
     Stamford, Connecticut 06904
     Telephone: (203) 356-9000
_____________________________________________________________

     Stamford,  CT - American  Maize-Products  Company (ASE-AZE) announced today
     that it had  received a proposal  to acquire the Company for $32 per share.
     The Board of Directors determined that such price was inadequate.

     William Ziegler, III, Chairman of the Board of Directors of the Company and
     one of the  controlling  stockholders,  stated  that his shares are not for
     sale or tender.

     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.



For further information
Contact:
     Edward P. Norris (C.F.O.)

American Stock Exchange Listing:
     AZEA and AZEB

Release Date:
     January 6, 1995




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