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SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 8
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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AMERICAN MAIZE-PRODUCTS COMPANY
(NAME OF SUBJECT COMPANY)
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AMERICAN MAIZE-PRODUCTS COMPANY
(NAME OF PERSON(S) FILING STATEMENT)
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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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ROBERT M. STEPHAN, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
AMERICAN MAIZE-PRODUCTS COMPANY
250 HARBOR DRIVE
STAMFORD, CONNECTICUT 06902
(203) 356-9000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH A COPY TO:
MORTON A. PIERCE, ESQ.
DEWEY BALLANTINE
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6092
(212) 259-8000
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This Amendment No. 8 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated February 28,
1995, as amended to the date hereof (the "Schedule 14D-9"), of American
Maize-Products Company, a Maine corporation (the "Company"), filed in
connection with the Offer as set forth in the Schedule 14D-9. Capitalized
terms used herein shall have the definitions set forth in the Schedule 14D-9
unless otherwise provided herein.
ITEM 3. IDENTITY AND BACKGROUND.
The paragraph in section (b) of Item 3 entitled "Certain Litigation"
is hereby amended to add the following:
On April 12, 1995, the Supreme Judicial Court of Maine issued the
following order of clarification with respect to its order dated April
10, 1995:
"Upon motion of American Maize-Products Company's request for
clarification. The Order dated April 10, 1995 reports a final
decision on the merits with an opinion to follow."
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(23) Press release issued by the Company on April 12, 1995.
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SIGNATURE
After reasonable 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.
AMERICAN MAIZE-PRODUCTS COMPANY
By: /s/ Patric J. McLaughlin
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Patric J. McLaughlin
President and Chief Executive Officer
Dated: April 13, 1995
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT
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<S> <C>
(23) Press release issued by the Company on April 12, 1995.
</TABLE>
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Exhibit 23
FOR: IMMEDIATE RELEASE
CONTACT: Edward P. Norris
Chief Financial Officer
(203) 356-9000
STAMFORD, Conn., April 12, 1995 -- American Maize-Products
Company (ASE:AZE) announced today that it has received a clarification of the
order issued on April 10, 1995 by the Supreme Judicial Court of Maine. The
Order of Clarification states, "Upon motion of American Maize-Products Company's
request for clarification. The Order dated April 10, 1995 reports a final
decision on the merits with an opinion to follow."
The April 10, 1995 order enjoined American Maize from enforcing
the deadline for Class B shareholders to exercise their preemptive rights to
acquire additional Class B voting shares of American Maize and also enjoined
American Maize from issuing any additional Class B voting shares "pending
issuance of the final opinion of the Court." American Maize sought
clarification of the April 10 order to determine whether it was the Court's
final decision on the appeal or whether it was intended as a temporary stay
pending its decision.
The April 10, 1995 order was issued in connection with the appeal
by William Ziegler, III, Chairman of the Board of American Maize, and First
Fidelity Bank, co-trustee with Mr. Ziegler over certain Ziegler family trusts,
denying preliminary injunctive relief against the issuance of authorized but
unissued shares of American Maize Class B common stock to Eridania Beghin-Say,
S.A. 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. In connection with the
merger agreement, the parties entered into a stock purchase agreement pursuant
to which Eridania agreed to 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 remained available for purchase following the
exercise by holders of the Class B common stock of preemptive rights.
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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