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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
(Amendment No. ____)
AMERICAN MAIZE-PRODUCTS COMPANY
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(Name of Issuer)
Class B Common Stock 027339 30 8
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(Title of class of securities) (CUSIP number)
David E. Zeltner, Weil, Gotshal & Manges, 767 Fifth Avenue,
New York, New York 10153, (212) 310-8000
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(Name, address and telephone number of person authorized to receive
notices and communications)
March 27, 1995
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [x].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
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CUSIP No. 027339 30 8 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
EFL Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Hong Kong
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 300,654
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 300,654
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 300,654
REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 17.3%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 027339 30 8 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Excorp Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Hong Kong
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 300,654
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 300,654
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 300,654
REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 17.3%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 027339 30 8 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Excorp Holdings Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Hong Kong
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 300,654
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 300,654
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 300,654
REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 17.3%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 027339 30 8 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Abacus (C.I.) Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Island of Jersey
ORGANIZATIO
NUMBER OF 7 SOLE VOTING POWER: None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 300,654
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 300,654
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 300,654
REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 17.3%
14 TYPE OF REPORTING PERSON: CO
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement on
Schedule 13D (the "Statement") relates is the Class B Common Stock,
par value $.80 per share (the "Class B Stock"), of American Maize-
Products Company, a Maine corporation (the "Company"). The principal
executive offices of the Company are located at 250 Harbor Drive,
Stamford, Connecticut 06904.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed on behalf of EFL Limited, a
corporation organized under the laws of Hong Kong (the "Purchaser"),
Excorp Limited, a corporation organized under the laws of Hong Kong
("Excorp"), Excorp Holdings Limited, a corporation organized under the
laws of Hong Kong ("Excorp Holdings"), and Abacus (C.I.) Limited, a
trust corporation organized under the laws of the Island of Jersey, as
trustee (the "Trustee"), of the Settlement dated 31 December 1985, a
trust established under the laws of the Island of Jersey (the
"Trust"). Purchaser, Excorp, Excorp Holdings and the Trustee are
referred to herein collectively as the "Reporting Persons".
The Purchaser is a securities trading company with its
principal executive offices located at Caroline Centre, 10th Floor, 28
Yun Ping Road, Causeway Bay, Hong Kong.
All of the outstanding shares of capital stock of the
Purchaser are owned by Excorp. Excorp is a private investment
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holding company with its principal executive offices located at
Caroline Centre, 10th Floor, 28 Yun Ping Road, Causeway Bay, Hong
Kong.
All of the outstanding shares of capital stock of Excorp are
owned by Excorp Holdings. Excorp Holdings is a private investment
holding company with its principal executive offices located at
Caroline Centre, 10th floor, 28 Yun Ping Road, Causeway Bay, Hong
Kong.
All of the outstanding shares of capital stock of Excorp
Holdings are owned by the Trust. The Trustee of the Trust, which has
voting and dispositive power with the respect to such shares of Excorp
Holdings, has its principal executive offices at La Motte Chambers,
St. Helier, Jersey, Channel Islands.
The name, business address, current principal occupation or
employment, five year employment history and citizenship of each
director and executive officer of each of the Purchaser, Excorp,
Excorp Holdings and the Trustee are set forth in Schedule I attached
hereto and incorporated herein by reference.
During the last five years, neither the Purchaser, Excorp,
Excorp Holdings or Trustee nor any of the persons listed on Schedule I
to this Statement, (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has
been a party to a civil proceeding of a
NYFS02...:\09\67609\0019\1575\SCH3235T.09H
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judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation
of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of the 282,600 shares of Class
B Stock purchased by the Purchaser was approximately $12,910,000
(including brokerage commissions) and, as described in Item 6 hereof,
the Purchaser has agreed to purchase an additional 18,054 shares of
Class B Stock for $830,484. Such shares have been (or will be, in the
case of the transaction referred to in Item 6 hereof) paid for from
approximately $11,530,000 of net proceeds derived from the Purchaser's
sale of an aggregate of 300,900 shares of the Company's Class A
Common Stock, par value $.80 per share (the "Class A Stock" and,
together with the Class B Stock, the "Common Stock") that were owned
by the Purchaser and the balance from the Purchaser's working capital
funds. The 300,654 shares of Class B Stock beneficially owned by the
Reporting Persons are referred to herein as the "Shares."
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ITEM 4. PURPOSE OF TRANSACTION
The Purchaser acquired the Shares with a view to its
possible acquisition of a controlling interest in, all of the equity
of, or certain assets of the Company.
On February 23, 1995, A.M. Acquisition Corp., a Delaware
corporation and an affiliate of the Purchaser ("AMAC"), made a
proposal to Mr. William Ziegler, III, Ms. Helen Z. Steinkraus, GIH
Corp., United States Trust Company of New York and First Fidelity Bank
(formerly Union Trust Company) (such offerees being referred to
collectively as the "Ziegler/Steinkraus Parties") to purchase, subject
to certain conditions, all of the Ziegler/Steinkraus Parties' shares
of Class B Stock for $44 per share. According to publicly available
information, the Ziegler/Steinkraus Parties beneficially own in the
aggregate 955,803 shares of Class B Stock, representing approximately
54.9% of the currently outstanding Class B Stock. The proposal states
that if such offer is accepted, AMAC would propose to the Company a
cash merger transaction pursuant to which all of the outstanding
shares of the Company's Common Stock (other than the shares of Class B
Stock owned by the Ziegler/Steinkraus Parties) would be converted into
the right to receive a cash amount equal to $40.25 per share. Such
proposal was made pursuant to a letter from Pexco Holdings, Inc., a
Delaware corporation and an affiliate of the Purchaser ("Pexco"),
dated February 23, 1995 and an accompanying form of Stock Purchase
Agreement, copies of which
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are filed as exhibits hereto and incorporated herein by reference. By
letter from Pexco dated February 28, 1995, a copy of which is filed as
an exhibit hereto and incorporated herein by reference, AMAC agreed to
keep its offer to the Ziegler/Steinkraus Parties open until March 10,
1995.
AMAC is a wholly owned subsidiary of Pacific Investments BVI
Limited, a British Virgin Islands corporation which, in turn, is a
wholly owned subsidiary of Usaha Tegas Sdn. Bhd., a Malaysian
corporation ("UTSB"). UTSB is a wholly owned subsidiary of Pacific
States Investments Limited, an Island of Jersey corporation which, in
turn, is a wholly owned subsidiary of Excorp Holdings. Pexco is a
wholly owned subsidiary of Excorp Holdings.
At the request of representatives of Mrs. Steinkraus and in
an effort to eliminate the "double" tax to stockholders of GIH Corp.,
on March 8, 1995, AMAC made an alternative proposal to the
Ziegler/Steinkraus Parties to purchase all of the outstanding shares
of capital stock of GIH Corp. owned by each of the Ziegler/Steinkraus
Parties. The price offered for the GIH Corp. shares would be based
upon the shares of Common Stock owned by GIH Corp., with Class B Stock
valued for this purpose at $44 per share and Class A Stock valued for
this purpose at 40.25 per share. According to publicly available
information, GIH Corp. owns 824,521 shares of Class B Stock and
1,140,294 shares of
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Class A Stock. AMAC indicated that it was also prepared to proceed
with the proposal set forth in Pexco's February 23, 1995 letter and,
to give the Ziegler/Steinkraus Parties the opportunity to fully
consider the alternatives proposed, the offers would remain open until
the Ziegler/Steinkraus Parties were notified to the contrary or, based
upon developments, such parties' shares ceased to represent a
controlling interest in the Company. Such alternative proposal was
made pursuant to a letter from Pexco to the Ziegler/Steinkraus Parties
dated March 8, 1995, a copy of which is filed as an exhibit hereto and
incorporated herein by reference. Neither of the aforementioned
proposals has been accepted and both remain outstanding.
Representatives of the Reporting Persons have had discussions with
representatives of certain of the Ziegler/Steinkraus Parties with
respect to the Reporting Persons' possible acquisition of the Company
or interests therein.
On February 22, 1995, Eridania Beghin-Say, S.A., a French
corporation ("Eridania"), and Cerestar USA Inc., a Delaware
corporation and indirect wholly owned subsidiary of Eridania
("Cerestar"), entered into a merger agreement with the Company
providing for the merger of Cerestar with and into the Company (the
"Eridania Merger"). Pursuant to the terms of such merger agreement,
Cerestar commenced a tender offer on February 28, 1995, for all
outstanding shares of the Company's Common
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Stock at $40 per share (the "Tender Offer"). According to publicly
available information, Mr. William Ziegler, III beneficially owns
(including shares owned by GIH Corp. and certain trusts) 949,920
shares of Class B Common Stock. Mr. Ziegler has publicly announced
that he does not intend to tender any of the shares beneficially owned
by him in the Tender Offer and is strongly opposed to the Eridania
Merger. As indicated above, the Reporting Persons beneficially own
300,654 shares of Class B Stock. Although subject to change depending
upon the outcome of future discussions or negotiations or other
developments as discussed below, the Purchaser also has no present
intention of tendering its Shares in the Tender Offer. In the event
neither Mr. Ziegler nor the Purchaser tenders the shares of Class B
Stock beneficially owned by them, it would appear that Cerestar will
be unable to satisfy the minimum condition for completing the Tender
Offer as set forth in its offer to purchase relating thereto. None of
the Reporting Persons has entered into any agreement, understanding or
arrangement with Mr. Ziegler or any of the other Ziegler/Steinkraus
Parties for the purpose of voting, acquiring, holding or disposing of
shares of Common Stock.
The Reporting Persons may pursue discussions or negotiations
with the Ziegler/Steinkraus Parties, other stockholders, the Company
and/or other interested parties. Depending on the outcome of such
discussions or negotiations, and other future developments, the
Reporting Persons may determine to
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make a proposal to acquire the Company or certain of its assets or
seek to acquire additional shares of the Company's Common Stock
through privately negotiated transactions, open market purchases or
otherwise. Alternatively, depending upon the outcome of such
discussions or negotiations or such developments, the Reporting
Persons may determine to sell the Shares in the open market, pursuant
to the Tender Offer or any other tender offer, in privately negotiated
transactions or otherwise.
Although the foregoing reflects activities presently
contemplated by the Purchaser with respect to the Company, the
foregoing is subject to change at any time, and there is no assurance
that the Purchaser will actually purchase additional shares of the
Company's Common Stock, seek to obtain control of the Company or
submit any proposal to the Company. Except as set forth above, none
of the Reporting Persons has any present plans or proposals which
would result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of the Statement, the Purchaser is the
beneficial owner of an aggregate of 300,654 shares of Class B Stock
which represents approximately 17.3% of the 1,742,057 shares of Class
B Stock issued and outstanding as of March 6,
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1995, as reported in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994.
Excorp is the beneficial owner of all of the issued and
outstanding capital stock of the Purchaser and, consequently, may be
deemed to be the beneficial owner of the 300,654 shares of Class B
Stock (representing approximately 17.3% of the issued and outstanding
shares of Class B Stock) of which the Purchaser is the beneficial
owner.
Excorp Holdings is the beneficial owner of all of the issued
and outstanding capital stock of Excorp and, therefore, may be deemed
to be the beneficial owner of the 300,654 shares of Class B Stock
(representing approximately 17.3% of the issued and outstanding shares
of Class B Stock) of which Excorp may be deemed to be the beneficial
owner.
The Trust is the beneficial owner of all of the issued and
outstanding capital stock of Excorp Holdings and the Trustee has
voting and dispositive power with respect to such stock of Excorp.
Consequently, the Trustee may be deemed to be the beneficial owner of
the 300,654 shares of Class B Stock (representing approximately 17.3%
of the issued and outstanding shares of Class B Stock) of which Excorp
Holdings may be deemed to be the beneficial owner.
(b) Based on their respective interests as described in
paragraph (a) above, each of the Reporting Persons may be
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deemed to share power to vote and to dispose of the shares of Class B
Stock beneficially owned or deemed to be beneficially owned by them.
The responses of the Reporting Persons to Items (7) through (11) of
the cover page of this Statement which relate to the beneficial
ownership of shares of Class B Stock of the Company are incorporated
herein by reference.
(c) The information concerning transactions by the
Purchaser effecting shares of Class B Stock during the past sixty days
is set forth on Schedule II hereto. Except as set forth on Schedule
II hereto, none of the Reporting Persons nor any of their respective
directors, executive officers, trustees or subsidiaries have effected
any transaction in shares of Class B Stock during the past sixty days.
(d) and (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER
Pursuant to the terms and conditions of a certain Stock
Purchase Agreement (the "Porter Stock Purchase Agreement"), dated
March 28, 1995, by and between the Purchaser and A. Alex Porter, as
seller, the Purchaser purchased 41,500 shares of Class B Stock from
Mr. Porter at $46.00 per share and agreed to purchase an additional
18,054 shares of Class B Stock from Mr. Porter on April 11, 1995 at
$46.00 per share. In the event that the issuance and delivery of
Class B Stock pursuant to a certain rights offering made by the
Company to the holders of Class B
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Stock (which offering is scheduled to expire on April 10, 1995) has
not been completed by April 11, 1995, the closing of such additional
purchase will be delayed until such issuance and delivery is made and,
if such rights offering is terminated, the obligation to sell and
purchase such additional shares will terminate. A copy of the Porter
Stock Purchase Agreement is filed as an exhibit hereto and is
incorporated herein by reference.
AMAC and UTSB have engaged Gleacher & Co., Inc. ("Gleacher")
as their financial advisor in connection with their possible
acquisition of the Company or certain other possible transactions with
the Company. A copy of the engagement letter among AMAC, UTSB and
Gleacher dated March 10, 1995 is filed as an exhibit hereto and is
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following Exhibits are filed herewith:
Exhibit 1 - Joint Filing Agreement among the Reporting
Persons.
Exhibit 2 - Power of Attorney from Purchaser.
Exhibit 3 - Power of Attorney from Excorp.
Exhibit 4 - Power of Attorney from Excorp Holdings.
Exhibit 5 - Power of Attorney from Trustee.
Exhibit 6 - Letter, dated February 23, 1995, from Pexco to
the Ziegler/Steinkraus Parties.
Exhibit 7 - Form of Stock Purchase Agreement among AMAC and
the Ziegler/Steinkraus Parties.
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Exhibit 8 - Letter, dated February 28, 1995, from Pexco to
the Ziegler/Steinkraus Parties.
Exhibit 9 - Letter, dated March 8, 1995, from Pexco to the
Ziegler/Steinkraus Parties.
Exhibit 10 - Stock Purchase Agreement, dated March 27, 1995,
by and between Purchaser and A. Alex Porter.
Exhibit 11 - Engagement Letter, dated March 10, 1995, by and
among Gleacher, UTSB and AMAC.
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SIGNATURE
---------
After reasonable inquiry and to the best of its knowledge
and belief, each of the undersigned hereby certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: April 5, 1995
EFL LIMITED
By: /s/ Leonard D. Pickett
-------------------------
Name: Leonard D. Pickett
Title: Attorney-in-fact
EXCORP LIMITED
By: /s/ Leonard D. Pickett
-------------------------
Name: Leonard D. Pickett
Title: Attorney-in-fact
EXCORP HOLDINGS LIMITED
By: /s/ Leonard D. Pickett
-------------------------
Name: Leonard D. Pickett
Title: Attorney-in-fact
ABACUS (C.I.) LIMITED, as
Trustee
By: /s/ Leonard D. Pickett
-------------------------
Name: Leonard D. Pickett
Title: Attorney-in-fact
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SCHEDULE I
A. DIRECTORS AND EXECUTIVE OFFICERS OF EFL LIMITED ("THE PURCHASER")
The following table sets forth the name, business address and
current principal occupation or employment of the directors and
executive officers of the Purchaser. Unless otherwise indicated, all
occupations, offices or positions of employment listed opposite an
individual's name were held by such individual during the last five
years. Mr. Krishnan is a citizen of Malaysia, Mr. Medalla is a
citizen of the Philippines, Mr. Leong is a citizen of Malaysia and Mr.
Pickett is a citizen of the United States.
EMPLOYMENT CURRENT PRINCIPAL OCCUPATION OR
NAMES AND BUSINESS ADDRESS AND FIVE-YEAR EMPLOYMENT HISTORY
-------------------------- ------------------------------------
T. Ananda Krishnan Director of Purchaser. Chairman of
Excorp Holdings Limited the Board of Excorp Holdings Limited.
24 Jalan Perak
Kuala Lumpur 50450
Malaysia
Taricisio M. Medalla Director of Purchaser. Mr. Medalla
NGL Pacific Limited is also Director and Treasurer of NGL
4th Floor, Centrum II Bldg. Pacific Limited, a wholly owned
150 Valero St., Salcedo Village subsidiary of Excorp Holdings Limited,
Makati, Metro Manila which maintains a regional
Philippines headquarters in the Philippines acting
as a supervisory, communications and
coordinating center for its affiliates.
Ooi Boon Leong Director of Purchaser. Mr. Leong is
Ooi Boon Leong & Co. an advocate and solicitor with the
Jalan Bukit Nanas law firm Ooi Boon Leong & Co. in
50250 Kuala Lumpur, Malaysia Malaysia.
Leonard D. Pickett Director of Purchaser. For the past
Pexco Holdings, Inc. five years Mr. Pickett has been
7130 South Lewis Avenue employed as the President
Suite 850 and Chief Executive Officer of
Tulsa, OK 74136 Pexco Holdings, Inc., a wholly owned
subsidiary of Excorp Holdings Limited.
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DIRECTORS AND EXECUTIVE OFFICERS
B. DIRECTORS AND EXECUTIVE OFFICERS OF EXCORP LIMITED ("EXCORP")
The following table sets forth the name, business address,
current principal occupation or employment and material occupations,
positions, offices or employments for the past five years of each
director and executive officer of Excorp. Unless otherwise indicated,
all occupations, offices or positions or employment listed opposite an
individual's name were held by such individual during the last five
years. Mr. Krishnan is a citizen of Malaysia, Mr. Medalla is a
citizen of the Philippines and Alhart Limited is organized in Hong
Kong.
EMPLOYMENT CURRENT PRINCIPAL OCCUPATION OR
NAMES AND BUSINESS ADDRESS AND FIVE-YEAR EMPLOYMENT HISTORY
-------------------------- ----------------------------------
T. Ananda Krishnan Director of Excorp. Chairman of the
Excorp Holdings Limited Board of Excorp Holdings Limited.
24 Jalan Perak
Kuala Lumpur 50450
Malaysia
Taricisio M. Medalla Director of Excorp. Mr. Medalla is
NGL Pacific Limited also Director and Treasurer of NGL
4th Floor, Centrum II Bldg. Pacific Limited, a wholly owned
150 Valero St., Salcedo Village subsidiary of Excorp Holdings
Makati, Metro Manila Limited, which maintains a regional
Philippines headquarters in the Philippines
acting as a supervisory, communications
and coordinating center for its
affiliates.
Alhart Limited Director of Excorp. Alhart Limited
9/F Luk Yu Building is a private company engaged in the
24-26 Stanley Street business of providing trusteeships
Central Hong Kong and nominee services.
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C. DIRECTORS AND EXECUTIVE OFFICERS OF EXCORP HOLDINGS LIMITED
("EXCORP HOLDINGS")
The following table sets forth the name, business address and
current principal occupation or employment of the directors and
executive officers of Excorp Holdings. Unless otherwise indicated,
all occupations, offices or positions of employment listed opposite an
individual's name were held by such individual during the last five
years. Mr. Krishnan is a citizen of Malaysia and Mr. Medalla is a
citizen of the Philippines.
EMPLOYMENT CURRENT PRINCIPAL OCCUPATION OR
NAMES AND BUSINESS ADDRESS AND FIVE-YEAR EMPLOYMENT HISTORY
-------------------------- ------------------------------------
T. Ananda Krishnan Director and Chairman of the Board
24 Jalan Perak of Excorp Holdings.
Kuala Lumpur Malaysia
Taricisio M. Medalla Director of Excorp Holdings. Mr.
NGL Pacific Limited Medalla is also Director and Treasurer
4th Floor, Centrum II Bldg. of NGL Pacific Limited, a wholly owned
150 Valero St., Salcedo Village subsidiary of Excorp Holdings, which
Makati, Metro Manila maintains a regional headquarters in
Philippines the Philippines acting as a
supervisory communications and
coordinating center for its affiliates.
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D. THE TRUSTEE
Set forth below are the names and business addresses of the
directors of the Trustee. The Trustee does not have executive
officers. The principal occupation or employment of each of such
directors for the past five years has been as a partner in or employee
of Coopers & Lybrand or a predecessor firm in the Channel Islands.
NAMES AND BUSINESS ADDRESS
--------------------------
Peter Arthur Neil Bailey
Charles Richard Blampied
David Paul Boleat
David John Brewer
Allan John Bougeard
Michael David de Figueiredo
Geoffrey William Fisher
Philip Edward Giddings
Geoffrey John Grime
George Sharon Loraine
Peter John Morgan
Niall MacGregor Ritchie
Francis Dearie
Elizabeth Mary Le Poidevin
Patricia Ann Littlewood
Huw Maurice Bolle-Jones
Graham Roy Benfield*
Neil Jesse Crocker*
David Charles Jeffreys*
The business address of all of the directors other than those
marked with an asterisk is La Motte Chambers, St. Helier, Jersey,
Channel Islands. The business address of the directors marked with an
asterisk is the Island of Guernsey at National Westminster House, Le
Truchot, St. Peter Port, Guernsey, Channel Islands.
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SCHEDULE II
The Purchaser acquired an aggregate of 282,600 shares of Class B
Stock during the 60-day period prior to the date hereof, as further
described below. Except as otherwise indicated, all transactions were
effected on the American Stock Exchange.
<TABLE>
<CAPTION>
Date of Transaction Number of Shares Price Per Share(1)
------------------- ---------------- ---------------
<S> <C> <C>
03/15/95 200 $38.13
03/15/95 200 38.25
03/16/95 1,000 38.25
03/17/95 500 38.13
03/21/95 100 38.13
03/22/95(2) 74,900 46.00
03/23/95 2,600 39.00
03/24/95 3,400 38.00
03/24/95 2,000 37.75
03/27/95 1,000 40.25
03/27/95 500 40.50
03/27/95 100 40.75
03/27/95 200 41.00
03/27/95 2,000 40.75
03/27/95 1,000 40.75
03/27/95(2)(3) 41,500 46.00
03/27/95(2) 146,400 46.00
03/28/95 1,000 41.00
03/28/95 4,000 45.00
<FN>
(1) The price per share excludes brokers' commissions.
(2) These transactions were effected pursuant to over-the-
counter transactions in London in which Salomon Brothers Inc.
acted as agent for both the Purchaser and the respective sellers.
(3) This transaction was effected pursuant to the Porter Stock
Purchase Agreement.
</TABLE>
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit Exhibit Number
------- --------------
Joint Filing Agreement among the 1
Reporting Persons.
Power of Attorney from Purchaser. 2
Power of Attorney from Excorp. 3
Power of Attorney from Excorp Holdings. 4
Power of Attorney from Trustee. 5
Letter, dated February 23, 1995, from Pexco 6
Ziegler/Steinkraus Parties.
Form of Stock Purchase Agreement among AMAC 7
and the Ziegler/Steinkraus Parties.
Letter, dated February 28, 1995, from Pexco 8
to the Ziegler/Steinkraus Parties.
Letter, dated March 8, 1995, from Pexco to the 9
Ziegler/Steinkraus Parties.
Stock Purchase Agreement, dated March 27, 1995, 10
by and between Purchaser and A. Alex Porter.
Engagement Letter, dated March 10, 1995, by and 11
among Gleacher, UTSB and AMAC.
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
----------------------
This will confirm the agreement by and between each of the
undersigned, pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, as amended, that the Schedule 13D filed on or
about this date (and any amendments thereto) with respect to the
beneficial ownership of shares of Class B Common Stock, par value $.80
per share, of American Maize-Products Company, a Maine corportion, is
being or will be filed on behalf of each of the undersigned.
Dated: April 5, 1995
EFL Limited
By: /s/ Leonard D. Pickett
-------------------------
Name: Leonard D. Pickett
Title: Attorney-in-fact
EXCORP LIMITED
By: /s/ Leonard D. Pickett
-------------------------
Name: Leonard D. Pickett
Title: Attorney-in-fact
EXCORP HOLDINGS LIMITED
By: /s/ Leonard D. Pickett
-------------------------
Name: Leonard D. Pickett
Title: Attorney-in-fact
ABACUS (C.I.) LIMITED, as Trustee
By: /s/ Leonard D. Pickett
-------------------------
Name: Leonard D. Pickett
Title: Attorney-in-fact
NYFS02...:\09\67609\0019\2579\JFA3225S.480
<PAGE>
EXHIBIT 2
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That EFL Limited ("EFL"), a corporation organized under the laws of
Hong Kong with its registered office at Caroline Centre, 10th Floor,
28 Yun Ping Road, Causeway Bay, Hong Kong, hereby appoints Leonard D.
Pickett to be the true and lawful attorney-in-fact of EFL to (i) make,
on behalf of EFL, certain arrangements to acquire, hold, vote and/or
dispose of shares of either class of the outstanding common stock of
American Maize-Products Company, a corporation incorporated under the
laws of the State of Maine USA ("American Maize") in such manner and
upon such terms as said Leonard D. Pickett shall deem necessary or
advisable and (ii) execute and file, on behalf of EFL, with the
appropriate regulatory and governmental authorities and agencies,
including the USA Securities and Exchange Commission, all such
documents, agreements and certificates necessary or advisable in the
judgment of said Leonard D. Pickett (including without limitation, a
Schedule 13D and amendments thereto under the U.S. Securities Exchange
Act of 1934, as amended (the "Exchange Act"), a joint filing agreement
relating thereto and a Form 3 and Form 4 under the Exchange Act), in
connection with the acquisition, holding, voting and/or disposition of
such shares of American Maize.
IN WITNESS WHEREOF, EFL Limited has hereunto set its hand this 28th
day of March 1995 in Makati, Metro Manila, Philippines.
EFL LIMITED
By: /s/ Tarcisio M. Medalla
-------------------------
TARCISIO M. MEDALLA
Director
Signed In The Presence Of
/s/ Sheri A. Inocencio /s/ Joseph E. Nebrida
----------------------- ---------------------
SHERI A. INOCENCIO JOSEPH E. NEBRIDA
NYFS02...:\09\67609\0019\2579\POA3225U.170
<PAGE>
<PAGE>
A C K N O W L E D G E M E N T
- - - - - - - - - - - - - - -
REPUBLIC OF THE PHILIPPINES )
IN THE MUNICIPALITY OF MAKATI ) S.S.
METRO MANILA )
BEFORE ME, a notary public in and for the City of Makati,
Metro Manila, personally appeared TARCISIO M. MEDALLA with Residence
Certificate No. 3571884 issued at Pasig, Metro Manila on January 6,
1995, known to me and by me known to be the same person who executed
the foregoing Power of Attorney and which he has signed, together with
the two (2) instrumental witnesses, as his own free and voluntary act
and deed and that of the company he is representing.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my notarial seal at Makati, Metro Manila, Philippines this
28th day of March 1995.
Doc No. 450 ZAYBER JOHN B. PROTACIO
------
Page No. 91 NOTARY PUBLIC
------
Book No. I UNTIL DECEMBER 31, 1995
------
Series of 1995 PTR NO. 1004212, 8/1/94
MAKATI, METRO MANILA
<PAGE>
EXHIBIT 3
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That Excorp Limited ("Excorp"), a corporation organized under the laws
of Hong Kong with its registered office at Caroline Centre, 10th
Floor, 28 Yun Ping Road, Causeway Bay, Hong Kong, hereby appoints
Leonard D. Pickett to be the true and lawful attorney-in-fact of
Excorp to execute and file, on behalf of Excorp, with the appropriate
regulatory and governmental authorities and agencies, including the
USA Securities and Exchange Commission, all such documents, agreements
and certificates necessary or advisable in the judgment of said
Leonard D. Pickett (including without limitation, a Schedule 13D and
amendments thereto under the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"), a joint filing agreement relating
thereto and a Form 3 and Form 4 under the Exchange Act), in connection
with the acquisition, holding, voting and/or disposition of shares of
either class of the outstanding common stock of American Maize-
Products Company, a corporation incorporated under the laws of the
State of Maine USA.
IN WITNESS WHEREOF, Excorp Limited has hereunto set its hand this 28th
day of March 1995 in Makati, Metro Manila, Philippines.
EXCORP LIMITED
By: /s/ Tarcisio M. Medalla
------------------------
TARCISIO M. MEDALLA
Director
Signed In The Presence Of
/s/ Sheri A. Inocencio /s/ Joseph E. Nebrida
---------------------- ---------------------
SHERI A. INOCENCIO JOSEPH E. NEBRIDA
NYFS02...:\09\67609\0019\2579\POA3225R.550
<PAGE>
<PAGE>
A C K N O W L E D G E M E N T
- - - - - - - - - - - - - - -
REPUBLIC OF THE PHILIPPINES )
IN THE MUNICIPALITY OF MAKATI ) S.S.
METRO MANILA )
BEFORE ME, a notary public in and for the City of Makati,
Metro Manila, personally appeared TARCISIO M. MEDALLA with Residence
Certificate No. 3571884 issued at Pasig, Metro Manila on January 6,
1995, known to me and by me known to be the same person who executed
the foregoing Power of Attorney and which he has signed, together with
the two (2) instrumental witnesses, as his own free and voluntary act
and deed and that of the company he is representing.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my notarial seal at Makati, Metro Manila, Philippines this
28th day of March 1995.
Doc No. 451 ZAYBER JOHN B. PROTACIO
------
Page No. 92 NOTARY PUBLIC
------
Book No. I UNTIL DECEMBER 31, 1995
------
Series of 1995 PTR NO. 1004212, 8/1/94
MAKATI, METRO MANILA
<PAGE>
EXHIBIT 4
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That Excorp Holdings Limited ("Excorp Holdings"), a corporation
organized under the laws of Hong Kong with its registered office at
Caroline Centre, 10th Floor, 28 Yun Ping Road, Causeway Bay, Hong
Kong, hereby appoints Leonard D. Pickett to be the true and lawful
attorney-in-fact of Excorp Holdings to execute and file, on behalf of
Excorp Holdings, with the appropriate regulatory and governmental
authorities and agencies, including the USA Securities and Exchange
Commission, all such documents, agreements and certificates necessary
or advisable in the judgment of said Leonard D. Pickett (including
without limitation, a Schedule 13D and amendments thereto under the
U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"),
a joint filing agreement relating thereto and a Form 3 and Form 4
under the Exchange Act), in connection with the acquisition, holding,
voting and/or disposition of shares of either class of the outstanding
common stock of American Maize-Products Company, a corporation
incorporated under the laws of the State of Maine USA.
IN WITNESS WHEREOF, Excorp Holdings Limited has hereunto set its hand
this 28th day of March 1995 in Makati, Metro Manila, Philippines.
EXCORP HOLDINGS LIMITED
By: /s/ Tarcisio M. Medalla
------------------------
TARCISIO M. MEDALLA
Director
Signed In The Presence Of
/s/ Sheri A. Inocencio /s/ Joseph E. Nebrida
---------------------- ---------------------
SHERI A. INOCENCIO JOSEPH E. NEBRIDA
NYFS02...:\09\67609\0019\2579\POA3225U.060
<PAGE>
<PAGE>
A C K N O W L E D G E M E N T
- - - - - - - - - - - - - - -
REPUBLIC OF THE PHILIPPINES )
IN THE MUNICIPALITY OF MAKATI ) S.S.
METRO MANILA )
BEFORE ME, a notary public in and for the City of Makati,
Metro Manila, personally appeared TARCISIO M. MEDALLA with Residence
Certificate No. 3571884 issued at Pasig, Metro Manila on January 6,
1995, known to me and by me known to be the same person who executed
the foregoing Power of Attorney and which he has signed, together with
the two (2) instrumental witnesses, as his own free and voluntary act
and deed and that of the company he is representing.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my notarial seal at Makati, Metro Manila, Philippines this
28th day of March 1995.
Doc No. 452 ZAYBER JOHN B. PROTACIO
------
Page No. 92 NOTARY PUBLIC
------
Book No. I UNTIL DECEMBER 31, 1995
------
Series of 1995 PTR NO. 1004212, 8194
MAKATI, METRO MANILA
<PAGE>
EXHIBIT 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Abacus (C.I.) Limited, a trust
corporation under the laws of the Island of Jersey with its principal
executive offices located at La Motte Chambers, St. Helier, Jersey,
Channel Islands, as trustee (the "Trustee") of the Settlement dated 31
December 1985, a trust established under the laws of the Island of
Jersey (the "Trust"), hereby appoints Leonard D. Pickett to be the
true and lawful attorney-in-fact of the Trustee to execute and file,
on behalf of the Trustee as trustee of the Trust, with the appropriate
regulatory and governmental authorities and agencies, including the
USA Securities and Exchange Commission, all such documents, agreements
and certificates necessary or advisable, in the judgment of said
Leonard D. Pickett (including, without limitation, a Schedule 13D and
amendments thereto under the US Securities Exchange Act of 1934, as
amended (the "Exchange Act"), a joint filing agreement relating
thereto and a Form 3 and Form 4 under the Exchange Act), in connection
with the acquisition, holding, voting and/or disposition of the shares
of either class of the outstanding common stock of American Maize-
Products Company, a corporation incorporated under the laws of the
State of Maine USA.
ABACUS (C.I.) LIMITED
By: /s/ G.S. Loraine
----------------
Director
/s/ Joe Donohue
--------------------
Authorized Signatory
NYFS02...:\09\67609\0019\2579\POA3225S.290
<PAGE>
EXHIBIT 6
PEXCO HOLDINGS, INC.
7130 S. Lewis Avenue
Suite 850
Tulsa, Oklahoma 74136
Tel. (918) 493-7730
Fax. (918) 493-7796
February 23, 1995
Mr. William Ziegler, III
Hay Island
Darien, Connecticut 06820
Ms. Helen Z. Steinkraus
Great Island
P.O. Box 3038
Noroton, Connecticut 06820
GIH Corp.
250 Harbor Drive
Stamford, Connecticut 06902
United States Trust Company of New York
114 West 47th Street
New York, New York 10036
Union Trust Company
300 Main Street
Stamford, Connecticut 06902
Re: American Maize-Products Company
Ladies and Gentlemen:
I have attempted throughout the day to reach Mr. Ziegler to
personally present the proposal set forth below but have been unable
to do so. Consequently, by this letter I am hereby advising you that
A.M. Acquisition Corp., an indirect wholly owned subsidiary of Usaha
Tegas sdn. bhd., desires to acquire all of the equity of American
Maize-Products Company (the "Company"). As the first step toward
acquiring the Company, I am by this letter making a firm proposal to
you, as the Company's controlling shareholders through your ownership
of Class B Common Stock, to purchase all of your shares of Class B
Common Stock for $44 per share in cash. If you accept our offer, we
will propose to the Company a cash merger transaction pursuant to
which all of the outstanding shares of common stock (other than your
Class B shares) would be converted into the right to receive a cash
amount equal to $40.25 per share. Please note that, under our
proposal to you, it is a condition to your obligation to sell (but not
to our obligation to purchase) your Class B shares that your Class A
shares are also purchased at $40.25 per share in the merger or
otherwise.
<PAGE>
<PAGE>
Mr. William Ziegler, III
Ms. Helen Z. Steinkraus
February 23, 1995
Page 2
Usaha Tegas (UTSB) is a substantial private investment
holding company organized under the laws of Malaysia. U.S.
investments are managed by an affiliate of UTSB, Pexco Holdings, Inc.
based in Tulsa, Oklahoma. These operations include majority ownership
of a number of U.S. consumer products companies: National Tobacco
Company, Crosman Corporation, Voit Corporation and FLA Orthopedics.
Additional U.S. investments include minority stakes in New York based
CapMAC (Capital Markets Assurance Corp.), a financial services firm,
and Marmot Mountain International, Inc., a premier marketer of
outerwear for climbing and skiing enthusiasts.
I have enclosed for your review a proposed Stock Purchase
Agreement which sets forth all terms and conditions of our proposed
transaction. We are available to address any questions raised by our
proposal (which shall remain open until close of business on
Wednesday, March 1, 1995 and may be accepted prior to such time by all
parties executing the Stock Purchase Agreement in final form). I hope
that each of you will consider this proposal seriously--it represents
an all cash offer, it is not subject to any financing contingency and
it will permit us to proceed with a transaction that will provide fair
value for all of the Company's shareholders.
I am prepared to meet with you at any time to discuss this
proposal. I look forward to hearing from you and hope that we can
work together toward a transaction that will benefit the Company and
all of its shareholders.
Very truly yours,
/s/ Leonard D. Pickett
LEONARD D. PICKETT
President
LDP/ph
Enclosure
<PAGE>
EXHIBIT 7
WG&M DRAFT
STOCK PURCHASE AGREEMENT
------------------------
STOCK PURCHASE AGREEMENT, dated February __, 1995, by and
among William Ziegler, III, individually and as co-trustee of the
trusts identified on Schedule A hereto (the "Ziegler Trusts"), Helen
Z. Steinkraus, individually and as co-trustee of the trusts identified
on Schedule B hereto (the "Steinkraus Trusts"), GIH Corp., a Delaware
corporation, Union Trust Company, as co-trustee of the Ziegler Trusts,
and United States Trust Company of New York, as co-trustee of the
Steinkraus Trusts (such Persons in such capacities being referred to
collectively as "Sellers" and each, individually, as a "Seller") and
A.M. Acquisition Corp. ("Purchaser"), a Delaware corporation and an
indirect wholly owned subsidiary of USAHA TEGAS Sdn. Bhd., a Malaysian
corporation. Certain capitalized terms used herein are defined in
Section 9.7 hereof.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Purchaser desires to acquire all of the equity of
American Maize-Products Company, a Maine corporation (the "Company"),
through the acquisition of the outstanding shares of the Company's
capital stock, by merger or otherwise; and
WHEREAS, Sellers own, in the aggregate, [955,803] shares of
Class B Common Stock, par value $.80 per share, of the Company (the
"Shares"); and
WHEREAS, Sellers desire to sell to Purchaser, and Purchaser
desires to purchase from Sellers, the Shares upon the terms and
subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter set forth, the parties hereto, intending
to be legally bound, hereby agree as follows:
I. SALE OF SHARES; PURCHASE PRICE
------------------------------
1.1 Sale of Shares. Upon the terms and subject to the
--------------
conditions set forth in this Agreement, at the Closing (as defined in
Section 6.1), each Seller shall sell and deliver to Purchaser the
respective numbers of Shares set forth opposite the name of such
Seller on Schedule 1.1 hereto (with respect to any Seller, such
"Seller's Shares"), and Purchaser shall purchase from each Seller such
Seller's Shares.
1.2 Purchase Price; Payment.
-----------------------
NYFS02...:\09\67609\0019\2579\AGR2075T.14E
<PAGE>
<PAGE>
(a) The purchase price for the Shares shall be $44 per
share.
(b) On the Closing Date (as defined in Section 6.1),
Purchaser shall pay to each Seller the purchase price for such
Seller's Shares by wire transfer of immediately available funds to
such bank account as such Seller shall specify in writing to Purchaser
not later than one Business Day prior to the Closing Date, against
delivery by such Seller of certificates representing such Seller's
Shares, duly endorsed in blank (or in lieu thereof having affixed
thereto stock powers duly executed in blank), and in proper form for
transfer.
II. REPRESENTATIONS AND WARRANTIES OF SELLERS
-----------------------------------------
Each Seller, severally and not jointly, hereby represents
and warrants to Purchaser as follows:
2.1 Effect of Agreement. This Agreement has been duly
-------------------
authorized, executed and delivered by such Seller and (assuming the
due authorization, execution and delivery by Purchaser) constitutes a
legal, valid and binding obligation of such Seller enforceable against
such Seller in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization or other laws
affecting the enforcement of creditors' rights and remedies generally
and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or at equity).
2.2 The Shares.
----------
(a) Such Seller owns all right, title and interest in
and to such Seller's Shares.
(b) Such Seller will transfer and deliver to Purchaser
at the Closing valid title to such Seller's Shares, free and clear of
all liens, claims and encumbrances.
2.3 Brokers, Finders, etc. Such Seller is not subject to
---------------------
the valid claim of any broker, finder, consultant or other inter-
mediary in connection with the transactions contemplated hereby who
would have a valid claim for a fee or commission from Purchaser or the
Company in connection with such transactions.
<PAGE>
<PAGE>
2.4 Securities Law Filings. To the best of such Seller's
----------------------
knowledge, all reports and statements filed with respect to the
Company pursuant to the Securities Act of 1933, as amended (the 1933
Act"), or pursuant to the Securities and Exchange Act of 1934, as
amended (the "1934 Act"), or any state securities law conform in all
material respects to the applicable requirements of the 1933 Act and
the 1934 Act and the rules and regulations promulgated under such acts
and did not include at the time of filing such documents any untrue
statement of a material fact or omit to state any material fact
required to be stated or necessary to make the statements made, in
light of the circumstances under which they were made, not misleading.
To the best of such Seller's knowledge, the Company has not failed to
make any filing required by the 1933 Act or the 1934 Act or any state
securities law on a timely basis.
2.5 Capitalization. The authorized capital stock of the
--------------
Company consists solely of (i) 15,000,000 shares of Class A Common
Stock, par value $.80 per share ("Class A Common Stock"), of which
8,515,509 shares are issued and outstanding and 352,544 shares are
held in treasury, (ii) 2,500,000 shares of Class B Common Stock, par
value $.80 per share ("Class B Common Stock"), of which 1,742,057
shares are issued and outstanding and 67,225 shares are held in
treasury, and (iii) 2,500,000 shares of Series Preferred Stock,
without par value, of which no shares are issued and outstanding.
Except as set forth on Schedule 2.5, neither the Company nor such
Seller is a party to or bound by any outstanding subscriptions,
options, warrants or rights to purchase or sell any equity securities
of the Company, and there are no contracts, commitments, agreements,
understandings, arrangements or restrictions to which the Company or
such Seller is a party or by which the Company or such Seller is bound
relating to any equity securities of the Company, whether or not
outstanding.
III. REPRESENTATIONS AND WARRANTIES OF PURCHASER
-------------------------------------------
Purchaser hereby represents and warrants to each Seller as
follows:
3.1 Organization and Good Standing. Purchaser is duly
------------------------------
organized, validly existing and in good standing under the laws of the
State of Delaware.
3.2 Authority Relative to Agreement. Purchaser has all
-------------------------------
requisite power and authority to execute, deliver and perform its
obligations under this Agreement. The execution and delivery by
Purchaser of this Agreement, and the consummation by Purchaser of the
transactions contemplated hereby (i) have been authorized by all
necessary action on the part of Purchaser, (ii) do not violate any
provision of law applicable to Purchaser and (iii) do not conflict
with or result in a breach of any provision of, or constitute a
default under, any order, judgment or decree binding upon Purchaser.
<PAGE>
<PAGE>
3.3 Effect of Agreement. This Agreement has been duly
-------------------
executed and delivered by Purchaser and (assuming the due
authorization, execution and delivery by each Seller) constitutes a
legal, valid and binding obligation of Purchaser enforceable against
Purchaser in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization or other laws
affecting the enforcement of creditors' rights generally and by
general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or at equity).
3.4 Brokers, Finders etc. Purchaser is not subject to the
--------------------
valid claim of any broker, finder, consultant or other intermediary in
connection with the transactions contemplated hereby who would have a
valid claim for a fee or commission from any Seller in connection with
such transactions.
IV. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER
------------------------------------------------
The obligations of Purchaser to effect the purchase of the
Shares from the Sellers pursuant to this Agreement shall, at the
option of Purchaser, be subject to the satisfaction, on the Closing
Date, of the following conditions:
4.1 Accuracy of Representations and Warranties; Covenants.
-----------------------------------------------------
Each of the representations and warranties of each of the Sellers
contained herein shall be true and correct in all material respects
when made and on and as of the Closing Date, with the same force and
effect as though the same had been made on and as of the Closing Date,
and each of the Sellers shall have performed and complied in all
material respects with the covenants and provisions contained herein
required to be performed or complied with at or prior to the Closing.
4.2 No Proceeding or Litigation. No party hereto shall be
---------------------------
legally enjoined by any injunction or court order from consummating
the transactions contemplated by this Agreement, and no proceeding
shall have been commenced by any governmental authority seeking to
enjoin the consummation of the transactions contemplated hereby.
4.3 Certificate. Purchaser shall have received a
-----------
certificate from each Seller to the effect set forth in Section 4.1
hereof, dated the Closing Date, duly signed by or on behalf of such a
Seller.
4.4 Amendment to Restated Articles of Incorporation. The
-----------------------------------------------
Restated Articles of Incorporation of the Company shall have been
amended to provide that Section 910 of the Maine Business Corporation
Act shall not be applicable to the Company, and such amendment shall
be in full force and effect.
<PAGE>
<PAGE>
4.5 Material Adverse Change. Since the date of this
-----------------------
Agreement, there shall have been no material adverse change in the
business, properties, results of operations, condition (financial or
otherwise), assets, liabilities or prospects of the Company.
4.6 HSR. All applicable waiting periods in respect of the
---
transactions contemplated by this Agreement under the HSR Act shall
have expired or been terminated.
V. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER
---------------------------------------------
The obligations of each Seller to effect the sale of such
Seller's Shares pursuant to this Agreement shall, at the option of
such Seller, be subject to the satisfaction, on the Closing Date, of
the following conditions:
5.1 Accuracy of Representations and Warranties; Covenants.
-----------------------------------------------------
Each of the representations and warranties of Purchaser contained
herein shall be true and correct in all material respects when made
and on and as of the Closing Date, with the same force and effect as
though the same had been made on and as of the Closing Date, and
Purchaser shall have complied in all material respects with the
covenants and provisions contained herein required to be performed or
complied with at or prior to the Closing.
5.2 No Proceeding or Litigation. No party hereto shall be
---------------------------
enjoined by an injunction or court order from consummating the
transactions contemplated by this Agreement, and no proceeding shall
have been commenced by any governmental authority seeking to enjoin
the consummation of the transactions contemplated hereby.
5.3 Officer's Certificate. Sellers shall have received a
---------------------
certificate from Purchaser to the effect set forth in Section 5.1
hereof, dated the Closing Date, signed by a duly authorized officer of
Purchaser.
5.4 HSR Act Approval. All applicable waiting periods in
----------------
respect of the transactions contemplated by this Agreement under the
HSR Act shall have expired or been terminated.
5.5 Acquisition of Sellers' Class A Common Stock.
--------------------------------------------
Contemporaneously with the sale of such Seller's Shares pursuant to
this Agreement, Buyer or an Affiliate of Buyer shall have acquired (by
means of merger, stock purchase or otherwise) all shares of Class A
Common Stock owned by such Seller on the date hereof at not less than
$40.25 per share.
<PAGE>
<PAGE>
VI. CLOSING
-------
6.1 Closing Date. The closing with respect to the
------------
transactions provided for in this Agreement (the "Closing") shall take
place at 10:00 a.m., local time, at the offices of Weil, Gotshal &
Manges, 767 Fifth Avenue, New York, New York 10153 on the third
business day following the satisfaction or waiver of the conditions
referred to in Articles IV and V hereof (or at such other time or
location as Purchaser and Sellers may agree) (such date being herein
referred to as the "Closing Date").
6.2 Sellers Closing Documents. At the Closing, each Seller
-------------------------
shall deliver or cause to be delivered to Purchaser the following:
(a) certificates representing such Seller's Shares, as
provided in Section 1.2(b) hereof; and
(b) the certificate referred to in Section 4.4 hereof.
6.3 Purchaser Closing Documents. At the Closing, Purchaser
---------------------------
shall deliver or cause to be delivered to each Seller the following:
(a) the purchase price payable for such Seller's
Shares as provided in Section 1.2(b) hereof; and
(b) the officer's certificate of Purchaser referred to
in Section 5.3 hereof.
6.4 Proceedings. All proceedings that shall be taken and
-----------
all documents that shall be executed and delivered by the parties
hereto on the Closing Date shall be deemed to have been taken and
executed simultaneously and no proceedings shall be deemed taken nor
any documents executed or delivered until all have been taken,
executed and delivered. By a party's proceeding with the Closing, the
conditions to such party's obligations set forth in Article IV or V
hereof, as the case may be, shall be deemed satisfied or waived.
VII. SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
INDEMNIFICATION
-------------------------------------------
7.1 General Survival. The representations and warranties
----------------
contained in this Agreement shall survive the Closing.
<PAGE>
<PAGE>
VIII. COVENANTS
---------
8.1 Best Efforts. Each party hereto shall use its best
------------
efforts to cause the satisfaction of the conditions precedent set
forth in Articles IV and V hereof and otherwise to cause the
consummation of the transactions contemplated hereby in accordance
with the terms hereof.
8.2 Merger Offer. Promptly following the execution and
------------
delivery hereof, Purchaser agrees to propose to the Company a merger
transaction pursuant to which all of the outstanding shares of Class B
Common Stock (other than the Shares to be sold pursuant to this
Agreement) and all of the outstanding shares of Class A Common Stock
would be converted into the right to receive a cash amount equal to
$40.25 per share.
8.3 HSR Act Compliance. Each party hereto agrees that it
------------------
shall, as soon as reasonably practicable, make or cause to be made all
required filings under the HSR Act in order to commence the running of
the waiting period thereunder, to continue the running of said waiting
period (including any extensions) and prevent or minimize any tolling
thereof, to cause such waiting period to expire without enforcement
action, and to provide to each other such cooperation as may be
reasonably necessary in order to cause such filings to be prepared and
duly made and all waiting periods to expire.
IX. MISCELLANEOUS
-------------
9.1 Waivers and Amendments.
----------------------
(a) This Agreement may not be amended, modified or
supplemented except by a written instrument executed by the parties
hereto. The provisions of this Agreement may be waived only by an
instrument in writing executed by the party granting the waiver. The
waiver by any party hereto of compliance with any provision of this
Agreement shall not operate or be construed as a further or continuing
waiver of such noncompliance or as a waiver of any other or subsequent
noncompliance.
(b) No failure on the part of any party to exercise,
and no delay in exercising, any right, power or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise
of such right, power or remedy by such party preclude any other or
further exercise thereof or the exercise of any other right, power or
remedy.
<PAGE>
<PAGE>
9.2 Fees and Expenses. Each party hereto shall be
-----------------
responsible for its costs and expenses, including all fees and
expenses of attorneys, investment bankers, lenders, financial advisors
and accountants, in connection with the negotiation, execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby, whether or not such transactions are consummated.
9.3 Notices. Any and all notices, requests, consents or
-------
any other communication provided for herein shall be made by hand
delivery, first-class mail (registered or certified, return receipt
requested), telecopier or overnight courier (i) in the case of
Sellers, to their respective addresses set forth on Schedule 9.3
hereto, and (ii) in the case of Purchaser, to AM Acquisition Corp. c/o
Pexco Holdings, Inc., 7130 South Lewis Avenue, Suite 850, Tulsa,
Oklahoma, 74136 (telecopier number: 918-493-7796) (or to such other
address or telecopier number as may be designated by the Purchaser).
Except as otherwise provided in this Agreement, each such notice shall
be deemed given at the time delivered. A copy of such notice shall be
sent by the same means, in the case of a notice to Purchaser, to Weil,
Gotshal & Manges, 767 Fifth Avenue, New York, New York 10153,
Attention: David Zeltner (telecopier number: 212-310-8007).
9.4 Entire Agreement. This Agreement sets forth the entire
----------------
agreement and understanding between the parties hereto with respect to
the subject matter hereof and supersedes any prior negotiations,
agreements, understandings or arrangements between the parties hereto
with respect to the subject matter hereof.
9.5 Binding Effect; Benefits. This Agreement shall inure
------------------------
to the benefit of and be binding upon the parties hereto and their
respective successors. Nothing in this Agreement, expressed or
implied, is intended to confer on any person other than the parties
hereto, or their respective successors, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.
9.6 Assignability. This Agreement and any rights pursuant
-------------
hereto shall not be assignable by either party hereto without the
prior written consent of the other party.
9.7 Defined Terms. As used in this Agreement, the
-------------
following terms shall have the meanings set forth below:
(a) "Affiliate" shall mean, as to any Person, any
other Person which, directly or indirectly, controls, is controlled by
or is under common control with such Person. For the purposes of this
definition, "control" means the possession of the power to direct or
cause the direction of management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.
<PAGE>
<PAGE>
(b) "Business Day" shall mean any day on which banks
are not required or authorized to close in New York City.
(c) "HSR Act" shall mean the Hart-Scott-Rodino
Antitrust Improvement Act of 1976, as amended.
(d) "Person" shall mean an individual, partnership,
corporation (including, without limitation, a business trust), joint
stock company, trust, unincorporated association, joint venture or
other entity, government or governmental authority.
9.8 Applicable Law. This Agreement shall be governed by
--------------
and construed in accordance with the laws of the State of New York.
9.9 Section and Other Headings. The section and other
--------------------------
headings contained in this Agreement are for reference purposes only
and shall not affect the meaning or interpretation of this Agreement.
9.10 Submission to Jurisdiction. (a) Each of the parties
--------------------------
hereto irrevocably consents that any action or proceeding brought by
the other party hereto in respect of the transaction contemplated
hereby may be brought in the courts of the State of New York or of the
United States of America for the Southern District of New York and, by
execution and delivery of this Agreement, the parties hereto hereby
irrevocably waive any objection, including, without limitation, any
objection to the laying of venue or based on the grounds of forum non
----- ---
conveniens, which any of them may now or hereafter have to the
----------
bringing of any such action or proceeding in such respective
jurisdiction.
(b) Each of the parties hereto irrevocably consents to
the service of process of any of the aforesaid courts in any such
action or proceeding by the mailing of copies thereof by registered
mail, postage prepaid, to such party at its address provided herein.
9.11 Counterparts. This Agreement may be executed in any
------------
number of counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument;
provided, however, that this Agreement shall not be effective unless
and until at least one counterpart is executed and delivered by each
party hereto.
9.12 Termination. Any party hereto shall be able to
-----------
terminate this Agreement and their obligations hereunder if the
Closing shall not have occurred by June 30, 1995, provided that the
party seeking termination is not in breach of any of its
representations, warranties or covenants contained herein.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement on the day and year first above written.
A.M. ACQUISITION CORP.
By:
------------------------------------
Leonard D. Pickett
President
WILLIAM ZIEGLER, III,
individually and as co-trustee of
the Ziegler Trusts
-----------------------------------
HELEN Z. Steinkraus,
individually and as co-trustee of
the Steinkraus Trusts
----------------------------------
GIH CORP.
By:
----------------------------------
Name:
Title:
UNION TRUST COMPANY,
as co-trustee of the
Ziegler Trusts
By:
----------------------------------
Name:
Title:
<PAGE>
<PAGE>
UNITED STATES TRUST COMPANY
OF NEW YORK,
as co-trustee of the
Steinkraus Trusts
By:
-------------------------------------
Name:
Title:
The undersigned, Usaha Tegas Sdn. Bhd., a Malaysian corporation, does
hereby guaranty the due and punctual performance of all of the payment
obligations of A.M. Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of the undersigned, under Article II of this
Stock Purchase Agreement.
USAHA TEGAS SDN. BHD.
By:
--------------------------------
Name:
Title:
<PAGE>
<PAGE>
SCHEDULE A
THE ZIEGLER TRUSTS
------------------
<PAGE>
<PAGE>
SCHEDULE B
THE STEINKRAUS TRUSTS
---------------------
<PAGE>
<PAGE>
SCHEDULE 1.1
NUMBER OF SHARES OF CLASS B COMMON STOCK
----------------------------------------
BENEFICIALLY OWNED BY SELLERS
-----------------------------
NAME NUMBER OF SHARES
BENEFICIALLY OWNED
<PAGE>
<PAGE>
SCHEDULE 2.5
CAPITALIZATION
--------------
<PAGE>
<PAGE>
SCHEDULE 9.3
ADDRESSES FOR NOTICES TO SELLERS
--------------------------------
<PAGE>
Exhibit 8
PEXCO HOLDINGS, INC.
7130 S. Lewis Avenue
Suite 850
Tulsa, Oklahoma 74136
Tel. (918) 493-7730
Fax. (918) 493-7796
February 28, 1995
Mr. William Ziegler, III
Hay Island
Darien, Connecticut 06820
Mrs. Helen Z. Steinkraus
Great Island
P.O. Box 3038
Noroton, Connecticut 06820
GIH Corp.
250 Harbor Drive
Stamford, Connecticut 06902
United States Trust Company of New York
114 West 47th Street
New York, New York 10036
Union Trust Company
300 Main Street
Stamford, Connecticut 06902
Re: American Maize-Products Company
Ladies and Gentlemen:
Pursuant to my letter to you on February 23, 1995, A.M.
Acquisition Corp., an indirect wholly owned subsidiary of Usaha Tegas
Sdn. Bhd., made a firm proposal to you, as the controlling
shareholders of American Maize-Products Company (the "Company"), to
purchase all of your shares of the Company's Class
NYFS02...:\09\67609\0019\2579\LTR3295X.430
<PAGE>
<PAGE>
Mr. William Ziegler, III
Mrs. Helen Z. Steinkraus
February 28, 1995
Page 2
B Common Stock for $44 per share in cash. As previously indicated, if
our offer to you is accepted, we will propose to the Company a cash
merger transaction pursuant to which all of the outstanding shares of
common stock (other than your Class B shares) would be converted into
the right to receive a cash amount equal to $40.25 per share.
The offer made pursuant to my February 23rd letter is scheduled
to expire on the close of business on Wednesday, March 1, 1995.
Representatives of Mrs. Steinkraus have requested us to extend our
offer so that GIH Corp. and other parties have the opportunity to give
it due consideration. Accordingly, we are hereby agreeing to keep our
offer open until the close of business on Friday, March 10, 1995. As
indicated in my February 23rd letter, our offer may be accepted prior
to such time by all parties executing the Stock Purchase Agreement in
final form.
I am prepared to meet with you at any time to discuss this
proposal. I hope that all offerees avail themselves of the
opportunity to meet with us so that we can work together toward a
transaction that will benefit the Company and all of its shareholders.
Very truly yours,
/s/ Leonard D. Pickett
LEONARD D. PICKETT
President
LDP/ph
Enclosure
<PAGE>
EXHIBIT 9
PEXCO HOLDINGS, INC.
7130 S. Lewis Avenue
Suite 850
Tulsa, Oklahoma 74136
Tel. (918) 493-7730
Fax. (918) 493-7796
March 8, 1995
Mr. William Ziegler, III
Hay Island
Darien, Connecticut 06820
Mrs. Helen Z. Steinkraus
Great Island
P.O. Box 3038
Noroton, Connecticut 06820
GIH Corp.
250 Harbor Drive
Stamford, Connecticut 06902
United States Trust Company of New York
114 West 47th Street
New York, New York 10036
Union Trust Company
300 Main Street
Stamford, Connecticut 06902
Re: American Maize-Products Company
Ladies and Gentlemen:
Pursuant to my letter to you of February 23, 1995, A.M.
Acquisition Corp., an indirect wholly owned subsidiary of Usaha Tegas
sdn. bhd. ("Usaha"), made a firm proposal to you, as the controlling
shareholders of American Maize-Products Company (the "Company"), to
purchase all of your shares of the Company's Class B Common Stock for
$44 per share in cash. As previously indicated, if this offer to you
is accepted, we will propose to the Company a cash merger transaction
pursuant to which all of the outstanding shares of common stock (other
than your Class B shares) would be converted into the right to receive
a cash amount equal to $40.25 per share.
At the request of the representatives of Mrs. Steinkraus,
however, and in an effort to eliminate the "double" tax to the
shareholders of GIH Corp. ("GIH") which otherwise would result from
the proposed transaction described above, we are hereby prepared to
modify our offer. Accordingly, I am by
<PAGE>
<PAGE>
Mr. William Ziegler, III
Ms. Helen Z. Steinkraus
March 8, 1995
Page
this letter making a proposal to you, as the sole shareholders of GIH,
to purchase directly from you all of the shares of GIH. The price we
would be prepared to pay for the GIH shares would be based on the
underlying value of the Company's shares owned by GIH calculated at
$44 per share for all shares of Class B Common Stock and $40.25 per
share for all shares of Class A Common Stock. We assume for purposes
of this price proposal that GIH has no assets other than the Company's
shares and no liabilities. Accordingly, any agreement between you and
Usaha would have to include a full indemnity of Usaha against any
liabilities and costs incurred by Usaha as a result of the acquisition
of GIH, as well as other customary protection for Usaha.
We are fully prepared to enter into a satisfactory agreement
along the lines set forth above if all of you are in agreement with
this approach. We also remain prepared to proceed with the
transaction which was proposed to you pursuant to my February 23rd
letter. In an effort to give you the opportunity to fully consider
the alternatives proposed, we are hereby agreeing to keep our offers
open until we notify you to the contrary or, based upon developments,
your shares cease to represent a controlling interest in the Company.
I am prepared to meet with you at any time to discuss both
proposals. I am also enclosing for your review certain information
regarding Usaha and its affiliates. I hope that all offerees avail
themselves of the opportunity to meet with us so that we can work
together toward a transaction that will benefit the Company and all of
its shareholders.
Very truly yours,
/s/ Leonard D. Pickett
LEONARD D. PICKETT
President
LDP/ph
Enclosure
<PAGE>
EXHIBIT 10
This PURCHASE AGREEMENT, dated March 27, 1995 (this
"Purchase Agreement"), by and between A. Alex Porter ("Seller") and
EFL Limited, a Hong Kong corporation ("Purchaser").
WHEREAS, Seller desires to sell to Purchaser, and Purchaser
desires to purchase from Seller, shares of Class B Common Stock, par
value $.80 per share ("Class B Stock"), of American Maize-Products
Company, a Maine corporation ("AMPC"), on the terms and subject to the
conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the parties hereto, intending to be
legally bound, hereby agree as follows:
SECTION 1. Sale and Purchase of the Shares.
-------------------------------
(a) Upon execution and delivery of this Agreement,
Seller hereby sells, assigns and transfers to Purchaser 41,500 shares
of Class B Stock (the "Initial Shares"), and Purchaser hereby
purchases all of the Initial Shares, for a purchase price of $46.00
per share (the "Purchase Price"). The closing of the sale and
purchase contemplated by this Section 1(a) (the "Initial Closing"),
shall take place upon the execution and delivery hereof in accordance
with Section 1(c) hereof.
(b) Seller hereby agrees to sell, assign and transfer
to Purchaser 18,054 additional shares of Class B Stock (the
"Additional Shares"), and Purchaser hereby agrees to purchase all of
the Additional Shares, for a purchase of price per share equal to the
Purchase Price. Subject to Section 5 hereof, the closing of the
purchase and sale contemplated by this Section 1(b) (the "Additional
Shares Closing") shall take place at 10:00 A.M., New York City time,
on April 11, 1995 (the "Additional Shares Closing Date") in accordance
with Section 1(c) hereof.
(c) At the Initial Closing and the Additional Shares
Closing:
(i) Seller shall deliver or cause to be delivered to
Purchaser certificates representing all shares subject to the
particular sale and purchase accompanied by stock powers duly executed
in blank, with any necessary stock transfer stamps properly affixed,
or shall cause such delivery to be effectuated by book entry transfer
or other means satisfactory to Purchaser; and
(ii) Purchaser will deliver to Seller the Purchase
Price for all shares subject to the particular sale and
NYFS02...:\09\67609\0019\91\AGR3155L.03F
<PAGE>
<PAGE>
purchase by wire transfer to Seller of immediately available funds in
accordance with written instructions provided by Seller.
SECTION 2. Representations and Warranties of Seller.
----------------------------------------
Seller represents and warrants to Purchaser as follows:
(a) At the time of the sale of the Initial Shares and
the Additional Shares, Seller is or will be the beneficial owner of
such shares being sold with full power and authority to sell such
shares as contemplated hereby. Upon delivery of the Initial Shares
and Additional Shares to Purchaser, against payment therefor as
contemplated hereby, Purchaser will acquire ownership of the
respective shares free and clear of all security interests, liens,
claims, proxies, charges, encumbrances and options and voting or other
restrictions of any nature whatsoever (collectively, "Encumbrances").
(b) Seller has the right, power and authority to
execute and deliver this Purchase Agreement and perform his
obligations hereunder. This Purchase Agreement has been duly executed
and delivered by Seller and, assuming due execution and delivery by
Purchaser, constitutes a legally valid and binding agreement of
Seller.
SECTION 3. Representations and Warranties and Covenants of
-----------------------------------------------
Purchaser. Purchaser hereby represents and warrants to Seller as
---------
follows:
(a) Purchaser has the corporate right, power and
authority to execute and deliver this Purchase Agreement and perform
its obligations hereunder, and the execution and delivery of this
Purchase Agreement by Purchaser and the consummation by Purchaser of
the transactions contemplated hereby have been duly authorized by all
necessary corporate action on behalf of Purchaser. This Purchase
Agreement has been duly executed and delivered by Purchaser and,
assuming due execution and delivery by Seller, constitutes a legally
valid and binding agreement of Purchaser.
(b) The execution and delivery of this Purchase
Agreement and the consummation by Purchaser of the transactions
contemplated hereby do not conflict with or constitute a breach or
violation of or default under the certificate of incorporation or by-
laws of Purchaser, any statute, law, regulation, order or decree
applicable to Purchaser or any contract, commitment, agreement,
arrangement or restriction of any kind to which Purchaser is a party
or by which Purchaser is bound.
<PAGE>
<PAGE>
(c) Except for filings required under the Securities
and Exchange Act of 1934, as amended, no consent, approval,
authorization, order or permit of or filing with or notification to
any court or governmental entity or of any other party is required for
the execution and delivery of this Purchase Agreement by Purchaser or
consummation by Purchaser of the transactions contemplated by this
Purchase Agreement.
SECTION 4. Further Covenants of Purchaser. Purchaser
------------------------------
agrees to indemnify and hold harmless Seller and Seller's agents,
successors and assigns (collectively, "Indemnified Parties"), from and
against any and all losses, liabilities, claims, damages, fines,
penalties, assessments, encumbrances, liens, costs and expenses
(including the reasonable and necessary costs, expenses and fees of
not more than one firm of outside attorneys for all Indemnified
Parties for investigating, preparing or defending against any
liability, commenced or threatened) (collectively, "Losses") arising
out of or in any way related or connected to the transactions
contemplated by this Agreement, excepting only Losses finally
determined by a court of competent jurisdiction to be primarily due to
a fact which constitutes a breach by Seller of a representation,
warranty or covenant made by Seller herein. Purchaser shall advance
to any Indemnified Party upon request any Losses as incurred by such
Indemnified Party.
SECTION 5. Extension of Additional Shares Closing Date;
--------------------------------------------
Termination of Additional Shares Purchase.
-----------------------------------------
(a) In the event that certificates representing newly
issued shares of Class B Stock have not been issued and delivered by
or on behalf of AMPC to persons who have exercised rights pursuant to
the rights offering made by AMPC by means of a prospectus included as
part of a registration statement on Form S-3 under the Securities Act
of 1933, as amended, which registration statement was declared
effective on March 17, 1995 (the "Rights Offering"), on or before
April 11, 1995, the Additional Shares Closing Date shall be changed
from April 11, 1995 to the date on which such certificates are issued
and delivered.
(b) The obligation to sell and the obligation to
purchase the Additional Shares pursuant to Section 1(b) hereof shall
terminate and be of no further force or effect in the event that the
Rights Offering is terminated prior to the issuance and delivery by or
on behalf of AMPC of certificates representing newly issued shares of
Class B Stock by persons who exercised rights pursuant to the Rights
Offering.
<PAGE>
<PAGE>
SECTION 6. Miscellaneous.
-------------
(a) Each party hereto shall pay its own costs and
expenses incurred in connection with this Purchase Agreement.
(b) This Purchase Agreement shall be binding upon and
shall inure to the benefit of and be enforceable by the successors of
the parties hereto. This Purchase Agreement shall not be assignable
by any party, provided, however, that Purchaser may assign its right
-------- -------
to purchase the Additional Shares to an affiliate of Purchaser. Any
such assignment shall not relieve Purchaser from its obligations under
this Purchase Agreement.
(c) This Purchase Agreement may not be modified,
amended, altered or supplemented except by a written agreement signed
by Purchaser and Seller.
(d) This Purchase Agreement contains the entire
understanding of the parties with respect to its subject matter and
supersedes all prior agreements and understandings with respect to its
subject matter. There are no restrictions, agreements, promises,
warranties, covenants or undertakings other than those expressly set
forth herein with respect to any matter covered herein.
(e) Nothing in this Purchase Agreement, express or
implied, is intended to confer upon any person other than the parties
hereto and their respective successors, any rights or remedies under
or by reason of this Purchase Agreement.
(f) Subject to the terms and conditions herein
provided, each of the parties hereto shall use all reasonable efforts
to take promptly, or cause to be taken, all actions and to do
promptly, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make
effective the transactions contemplated by this Purchase Agreement.
(g) This Purchase Agreement and the rights and
obligations of the parties hereto shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York
without regard to the principles thereof relating to the conflict of
laws.
(h) This Purchase Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same
instrument.
<PAGE>
<PAGE>
(i) Any notice which any party hereto is required or
desires to give hereunder to any of the other parties hereto shall be
in writing and may be given by mailing the same to the appropriate
address set forth below (or to such other address as may have
theretofore been substituted therefor by written notice to all parties
hereto) by certified or registered United States mail, postage prepaid
or by confirmed telecopy. For all purposes hereof any notice so sent
shall be as effective as though served in person on the addressee at
the time it is received at the address provided hereinafter. For the
purposes of this Purchase Agreement, the addresses of the parties
hereto shall be as follows until changed in accordance with the terms
hereof:
If to Seller:
c/o Porter Fellman Telecopy No.: (212) 725-6279
100 Park Avenue, 11th Fl.
New York, NY 10017
With a copy to:
Telecopy No.:
-------------------- ---------------
--------------------
--------------------
If to Purchaser:
c/o Pexco Holdings, Inc. Telecopy No.: (918) 493-7796
7130 S. Lewis Ave., Suite 850
Tulsa, Oklahoma 74136
Attn: Leonard D. Pickett
<PAGE>
<PAGE>
With a copy to:
Weil, Gotshal & Manges Telecopy No.: (212) 310-8007
767 Fifth Avenue
New York, New York 10153
Attn: David E. Zeltner
IN WITNESS WHEREOF, the parties hereto have caused this
Purchase Agreement to be duly executed as of the day and year first
above written.
EFL LIMITED
By:/s/ Leonard D. Pickett
-------------------------
Name: Leonard D. Pickett
Title:Attorney-in-Fact
/s/ A. Alex Porter
-------------------------
A. Alex Porter
* * *
The undersigned, an affiliate of EFL Limited ("Purchaser"),
hereby unconditionally and irrevocably guarantees the full and prompt
payment when due and the full performance of all of the obligations of
Purchaser under the foregoing Agreement, whether now or hereafter
existing (collectively, the "Obligations"). This guaranty is an
absolute guaranty of payment and performance and not a guaranty of
collection. Accordingly, the undersigned hereby agrees that A. Alex
Porter ("Seller") shall have the absolute right to proceed against the
undersigned in lieu of or in addition to proceeding against Purchaser
to enforce any of Seller's rights or remedies with respect to the
Obligations.
USAHA TEGAS SDN. BHD.
By:/s/ Leonard D. Pickett
------------------------
Leonard D. Pickett
Attorney-in-fact
<PAGE>
EXHIBIT 11
Gleacher & Co.
MARCH 10, 1995 GLEACHER & CO. INC.
660 MADISON AVENUE
NEW YORK, NY 10021
212 418-4200
212 752-2711 FAX
Confidential
------------
Mr. Leonard D. Pickett
President & Chief Executive Officer
A.M. Acquisition Corp.
c/o Pexco Holdings, Inc.
7130 S. Lewis Avenue
Suite 850
Tulsa, OK 74136
Dear Leonard:
This letter will confirm that A.M. Acquisition Corp. and Usaha Tegas
Sdn. Bhd. (collectively, the "Company") have engaged Gleacher & Co.
Inc. ("Gleacher & Co.") to act as their exclusive financial advisor in
connection with the possible acquisition (the "Sugar Transaction") of
American Maize-Products Company ("Sugar") and other possible Purchase
Transactions (as defined below).
The Assignment
--------------
During the term of its engagement hereunder, Gleacher & Co. will
provide the Company with financial advice and assistance in connection
with any of the proposed transactions including advice and assistance
with respect to defining objectives, structuring and planning the
transaction, strategic and tactical advice, performing valuation
analyses, negotiating the transaction and assisting in the conduct of
due diligence, as requested by the Company. In addition, Gleacher &
Co. will act as sole Dealer Manager (without the payment of any
additional consideration) in connection with any tender or exchange
offer.
Gleacher & Co.'s compensation with respect to the Sugar Transaction is
as follows:
(a) A retainer fee of $175,000 (the "Retainer") payable as follows:
(i) $100,000 upon the execution of this letter agreement; and
(ii) if, after thirty days, Gleacher & Co. continues to provide
services to the Company, an additional $75,000 payable on the
thirtieth day subsequent to the execution of this letter
agreement;
NYFS02...:\09\67609\0019\91\LTR3285R.380<PAGE>
<PAGE>
Mr. Leonard D. Pickett
March 10, 1995
Page
(b) An additional fee of $350,000 payable upon the commencement of a
tender, exchange or other similar public offer made by the
Company to all holders of any class of Sugar's capital stock;
(c) A Success Fee of 1.0% of the Aggregate Value (as defined below)
of the Sugar Transaction payable upon the completion of the
direct or indirect acquisition by the Company, either alone or in
partnership with another company, by merger, acquisition of
securities, or otherwise, of 50.1% or more of the equity
securities of Sugar. Any fees payable in (a) and (b) above will
be credited against the Success Fee.
The Company also engages Gleacher & Co. to advise on arranging
financing for the Sugar Transaction. The Company will pay to Gleacher
& Co. a fee equal to 0.375% of the principal amount of any debt
financing arranged on behalf of the Company in connection with the
Sugar Transaction in addition to the Success Fee.
In addition, in the event that within 18 months of the date of this
letter agreement, the Company enters into an agreement to acquire, in
a transaction (a "Purchase Transaction"), one of the principal
operating businesses of Sugar, the Tobacco Division (Swisher
International, Inc. and/or Helme Tobacco Company) or the Ingredients
and Sweetener Division (collectively, the "Sugar Businesses"),
Gleacher & Co. will receive a Success Fee upon completion of such
Purchase Transaction according to the Fee Scale below. Also, in the
event an agreement is entered for the sale of National Tobacco Company
L.P. ("National Tobacco") as a result of the Company's interest in
acquiring Sugar, whether or not an agreement is entered for the
purchase of Sugar, Gleacher & Co. will act as the advisor to the
Company on the sale of National Tobacco and receive a fee upon
completion of such transaction as we shall mutually agree.
<TABLE>
<CAPTION>
Aggregate Value
of Transaction Success Fee
($ in Millions) ($ in Millions)
---------------- ---------------
<S> <C>
$700 $3.850
600 3.600
500 3.500
400 3.200
300 2.700
200 2.000
100 1.200
Below 100 Minimum 1.000
</TABLE>
<PAGE>
<PAGE>
Mr. Leonard D. Pickett
March 10, 1995
Page
The "Aggregate Value" of a Purchase Transaction (including the Sugar
Transaction) shall be the value of the consideration paid for Sugar's
total common equity (on a fully diluted basis) in the case of a Sugar
Transaction, or in the case of one of the Sugar Businesses, the value
of the consideration paid for the total common equity of such business
(or in the case of a purchase of assets, the consideration paid for
the assets) plus in each case the value of any debt and/or capital
lease obligations and/or preferred stock of Sugar or the Sugar
Businesses, as the case may be, assumed, retired or defeased in
connection with the transaction. If, in connection with the Sugar
Transaction, National Tobacco Company is combined with all or part of
Sugar's Tobacco Division (Swisher International Inc. and Helme Tobacco
Company), the "Aggregate Value" of the Sugar Transaction will include
the fair market value of National Tobacco plus the value of any debt
and/or capital lease obligations and/or preferred stock of National
Tobacco assumed, retired or defeased in connection with such
transaction.
As used in this letter, a "Purchase Transaction" shall include any
transaction where the Company acquires 50% or more of the common
equity or assets of any of the Sugar Businesses, or enters into a
joint venture involving any of the Sugar Businesses.
Other Matters
-------------
In addition to any fees that may be payable to Gleacher & Co., the
Company agrees to reimburse Gleacher & Co. for all reasonable travel
and other out-of-pocket expenses incurred in connection with Gleacher
& Co.'s engagement hereunder, including all reasonable fees and
disbursements of Gleacher & Co.'s legal counsel and any other
professional advisors, provided that such fees and expenses of legal
counsel shall not exceed $50,000 without the Company's prior written
consent, which consent shall not be unreasonably withheld, and,
provided further, that the Company shall not be obligated to pay or
reimburse fees or disbursements of professional advisors other than
legal counsel without its prior written consent. Gleacher & Co. will
consult with the company before selecting other professional advisors
(other than legal counsel). In addition to such compensation
described above, the Company shall reimburse Gleacher & Co., at such
times as Gleacher & Co. shall request, for any applicable sales, use
or similar taxes (including additions to such taxes, if any) arising
in connection with this assignment.
The Company recognizes and confirms that in advising the Company in
completing its engagement hereunder, Gleacher & Co. will be using and
relying upon non-public data, material and other
<PAGE>
<PAGE>
Mr. Leonard D. Pickett
March 10, 1995
Page
information furnished to Gleacher & Co. by the Company or other
parties. It is understood that in performing this engagement,
Gleacher & Co. will be relying upon any information so supplied
without independent verification.
The Company acknowledges that all advice given by Gleacher & Co. in
connection with its engagement hereunder is intended solely for the
benefit and use of the Board of Directors of the Company in
considering any transaction to which such advice relates and, except
as may be required by applicable law, the Company agrees that no such
advice shall be used for any other purpose or be reproduced,
disseminated, quoted or referred to at any time, in any manner or for
any purpose, nor, except as may be required by applicable law, shall
any public references to Gleacher & Co. be made by or on behalf of the
Company, in each case without Gleacher & Co.'s prior written consent,
which consent shall not be unreasonably withheld.
The Company recognizes that Gleacher & Co. has been retained only by
the Company and that its engagement is not deemed to be on behalf of
and is not intended to confer rights upon any other shareholder of the
Company, or any other person not a party hereto as against Gleacher &
Co. or any of its affiliates, the respective limited and general
partners, directors, officers, agents and employees of Gleacher & Co.
or its affiliates or each other person, if any controlling either of
Gleacher & Co. or any of its affiliates. Unless otherwise expressly
stated in writing by Gleacher & Co., no one other than the Board of
Directors of the Company, is authorized to rely upon this engagement
of Gleacher & Co. or any statements or conduct by Gleacher & Co.
In connection with matters described in this letter, the Company and
Gleacher & Co. have entered into a separate letter agreement, dated
the date hereof, providing for indemnification, contribution and
reimbursement of Gleacher & Co. and certain other individuals and
entities.
Any right to trial by jury with respect to any claim or action arising
out of this agreement or conduct in connection with the engagement is
hereby waived by the parties hereto and their affiliates. This
agreement shall be deemed made in New York. This agreement and all
controversies arising from or related to performance under this
agreement shall be governed by the laws of the State of New York,
without regard to such state's rules concerning conflicts of laws.
All controversies arising from or related to performance under this
agreement shall be adjudicated in State or Federal court within the
State of New York.
<PAGE>
<PAGE>
Mr. Leonard D. Pickett
March 10, 1995
Page
Gleacher & Co. may assign its rights and obligations under this letter
agreement to any partnership of which Gleacher & Co. is the general
partner or to any other entity which succeeds to the business of
Gleacher & Co. so long as Mr. Eric J. Gleacher is a partner or
principal of the successor entity, in each case, without the consent
of the Company. The Company shall not be obligated to pay Gleacher &
Co. any additional fees pursuant to this agreement as a result of such
assignment. The provisions of this agreement (including the attached
letter agreement) shall be binding upon and inure to the benefit of
any successors, assigns, heirs and personal representatives of the
Company and Gleacher & Co.
Gleacher & Co.'s services hereunder may be terminated with or without
cause by the Company or by Gleacher & Co. at any time. Upon
termination, this agreement shall have no further force or effect
except that (i) any fees earned or payable pursuant to this letter
agreement as of the date of termination and any out-of-pocket expenses
incurred by Gleacher & Co. prior to the date of termination shall be
paid or reimbursed in accordance with the terms of this agreement;
(ii) in the case of termination by the Company, Gleacher & Co. shall
be entitled to any fees that would otherwise be payable pursuant to
this letter agreement for any Purchase Transaction involving Sugar
effected within 18 months of such termination or for any Sale
Transaction or Purchase Transaction for which an agreement is entered
into within 18 months of such termination, and (iii) the indemnity,
contribution and other provisions as contained in the attached letter
agreement shall continue to apply for actions taken or omitted prior
to such termination notwithstanding such termination.
<PAGE>
<PAGE>
Mr. Leonard D. Pickett
March 10, 1995
Page
Gleacher & Co. is pleased to accept this engagement and looks forward
to working with the Company on this important transaction. Please
confirm that the foregoing is in accordance with the Company's
understanding by signing and returning to Gleacher & Co. the enclosed
duplicate of this letter.
Very truly yours,
GLEACHER & CO. Inc.
/s/ Emil W. Henry, Jr.
----------------------
Emil W. Henry, Jr.
Managing Director
Accepted and Agreed to:
A.M. ACQUISITION CORP.
By:/s/ Leonard D. Pickett
----------------------
Leonard D. Pickett
President & Chief Executive Officer
USAHA TEGAS SDN. BHD.
By:/s/ Leonard D. Pickett
----------------------
Leonard D. Pickett
Attorney-in-Fact
<PAGE>
<PAGE>
Gleacher & Co. Inc.
660 Madison Avenue
New York, New York 10021 Gleacher & Co.
Gentlemen:
In connection with the activities of Gleacher & Co. ("Gleacher & Co.")
pursuant to a letter agreement, dated as of the date hereof, between
A.M. Acquisition Corp. and Usaha Tegas Sdn. Bhd., (the "Companies")
and Gleacher & Co., as the same may be amended from time to time,
including without limitation any activities of Gleacher & Co. in
connection with any transaction contemplated by such letter agreement,
whether occurring before, at or after the date hereof, the Companies
agree to indemnify and hold harmless Gleacher & Co. and its affiliate,
the respective limited and general partners, directors, officers,
agents and employees of Gleacher & Co. and its affiliates and each
other person, if any, controlling Gleacher & Co. or any of its
affiliates (hereinafter collectively referred to as an "indemnified
party"), to the full extent lawful, from and against any losses,
damages, liabilities, expenses or claims (or actions in respect
thereof, including, without limitation, shareholder and derivative
actions and arbitration proceedings) related to or otherwise arising
out of such engagement or Gleacher & Co.'s role in connection
therewith, and will reimburse any indemnified party for all reasonable
expenses (including reasonable counsel fees and disbursements) as they
are incurred by any indemnified party in connection with
investigating, preparing or defending any claim, action, proceeding or
investigation, whether or not in connection with pending or threatened
litigation to which any indemnified party is a party, arising in
connection with or related to Gleacher & Co.'s engagement or Gleacher
& Co.'s role in connection therewith. The Companies will not,
however, be responsible for any losses, damages, liabilities, expenses
or claims which are finally judicially determined to have resulted
primarily from Gleacher & Co.'s bad faith or gross negligence. The
Companies also agree that no indemnified party will have any liability
(whether direct or indirect, in contract, tort or otherwise) to the
Companies for or in connection with such engagement except for any
such liability for losses, damages, liabilities, expenses or claims
incurred by the Companies that result primarily from Gleacher & Co.'s
bad faith or gross negligence. If multiple claims are brought against
any indemnified party in an arbitration, with respect to at least one
of which indemnification is permitted under applicable law and
provided for under this agreement, the Companies agree that any
arbitration award shall be conclusively deemed to be based on claims
as to which indemnification is permitted and provided for,
<PAGE>
<PAGE>
Gleacher & Co.
except to the extent the arbitration award expressly states that the
award, or any portion thereof, is based primarily on a claim as to
which indemnification is not available. Upon receipt by an
indemnified party of actual notice of the commencement of an action or
proceeding against such indemnified party in respect of which
indemnity may be sought hereunder, such indemnified party in respect
of which indemnity may be sought hereunder, such indemnified party
shall promptly notify one of the Companies with respect thereto
(provided, that failure to so notify the Companies shall not relieve
the Companies from any liability which with Companies may have on
account of this indemnity or otherwise, except to the extent the
Companies shall have been actually and materially prejudiced by such
failure) and the Companies may elect to assume the defense thereof,
including the employment of counsel reasonably satisfactory to
Gleacher & Co. Such indemnified party shall have the right to employ
separate counsel in any such action and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the
expense of Gleacher & Co. or such indemnified party, unless (a) either
Company has agreed to pay such fees and expenses of such counsel, (b)
the Companies shall have failed promptly (after notice thereof from
Gleacher & Co. or such indemnified party) to assume the defense of
such action or proceeding and employed counsel reasonably satisfactory
to Gleacher & Co. in any such action or proceeding, or (c) the named
parties to any such action or proceedings (including any impleaded
parties) include any indemnified party, and such indemnified party
shall have been advised by counsel that there are one or more legal
defenses available to Gleacher & Co. or such indemnified party which
are difference from or additional to those available to the Companies
which, if the Companies and such indemnified party were to be
represented by the same counsel, may constitute a conflict of interest
for such counsel or prejudice the prosecution of defenses available to
such indemnified party (in which case, if such indemnified party
notifies the Companies in writing that it elects to employ separate
counsel at the expense of the Companies, the Companies shall not have
the right to assume the defense of such action or proceeding on behalf
of such indemnified party, it being understood, however, that the
Companies shall not, in connection with any other such action or
proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and
expenses or more than one separate firm of attorneys (together with
appropriate local counsel) at any time for the indemnified parties,
which firm shall be designated in writing by Gleacher & Co.) provided,
that in the case of clause (c) above, such indemnified party shall
instruct each separate
<PAGE>
<PAGE>
Gleacher & Co.
counsel to reasonably cooperate with counsel to the Companies in order
to reduce fees and expenses for which the Companies are liable. The
Companies shall not be liable for any settlement of any litigation or
proceeding effected without their written consent (which consent shall
not be unreasonably withheld), but, if settled with such consent, the
Companies agree to indemnify the indemnified party from and against
any loss or liability of any indemnified party by reason of such
settlement.
In the event that the foregoing indemnity is unavailable to any
indemnified party for any reason or insufficient to hold any
indemnified party harmless, then the Companies agree to contribute to
any such losses, damages, liabilities, expenses, claims or actions and
will do so in such proportion as is appropriate to reflect the
relative benefits received (or anticipated to be received) by, and the
relative fault of, the indemnified party, on the one hand, and the
Companies and the Companies' securityholders, on the other, as well as
any other relevant equitable considerations, from any actual or
proposed transaction. The Companies and Gleacher & Co. agree that it
would not be just and equitable if contribution were determined by pro
rata allocation or by any other method of allocation which does not
take account of the equitable considerations referred to above.
The Companies agree that they will not, without the prior written
consent of Gleacher & Co., (which shall not be unreasonably withheld)
settle or compromise or consent to the entry of any judgment with
respect to any pending or threatened claim, action, suit or proceeding
in respect of which indemnification or contribution may be sought
hereunder (whether or not Gleacher & Co. is an actual party to such
claim or action) unless such settlement, compromise or consent
includes an unconditional release of Gleacher & Co. from all liability
arising out of such claim, action, suit or proceeding. The Companies
will also promptly reimburse Gleacher & Co. for all reasonable
expenses (including reasonable counsel fees) as they are incurred in
connection with investigating, preparing or defending, or providing
evidence in, any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be
sought hereunder (whether or not Gleacher & Co. is an actual party to
such claim or action).
The foregoing agreement shall be in addition to any rights that any
indemnified party may have at common law or otherwise, and shall be in
addition to any liability which the Companies may otherwise have. The
Companies hereby consent to personal jurisdiction, service and venue
in the federal courts of the
<PAGE>
<PAGE>
Gleacher & Co.
Southern District of New York for any claim which is subject to this
agreement or for any claim arising out of this agreement. If in
connection with an action or proceeding brought against an indemnified
party and in which action or proceeding indemnity may be sought
hereunder and such indemnified party asserts a claim against the
Companies under this letter agreement, then the Companies shall not
object, in connection with the indemnified party's claim against the
Companies, to personal jurisdiction and venue in the court where the
action or proceeding is brought against such indemnified party. ANY
RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT
THIS AGREEMENT IS WAIVED. Gleacher & Co. may assign its rights and
obligations under this letter agreement to any partnership of which
Gleacher & Co. is the general partner or to any other entity, of which
Eric. J. Gleacher is a partner or principal, which succeeds to the
business of Gleacher & Co., in each case, without the consent of the
Companies. This agreement shall remain in full force and effect
following the completion or termination of Gleacher & Co.'s engagement
and shall be binding upon and inure to the benefit of any successors,
assigns, heirs and personal representatives of the Companies and any
indemnified party.
Very truly yours, Accepted:
A.M. ACQUISITION CORP. GLEACHER & CO. INC.
By: /s/ Leonard D. Pickett By: /s/ Emil W. Henry, Jr.
------------------------------ ------------------------------
Date: March 10, 1995 Date: March 10, 1995
------------------------------ ------------------------------
USAHA TEGAS SDN. BHD
By: /s/ Leonard D. Pickett
------------------------------
Date: March 10, 1995
------------------------------
