<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 1995
REGISTRATION NO. 33-57863
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
AMERICAN MAIZE-PRODUCTS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
MAINE 13-0432720
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
ROBERT M. STEPHAN, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
250 HARBOR DRIVE AMERICAN MAIZE-PRODUCTS COMPANY
STAMFORD, CONNECTICUT 06902 250 HARBOR DRIVE
(ADDRESS INCLUDING ZIP CODE, STAMFORD, CONNECTICUT 06902
AND TELEPHONE INCLUDING AREA CODE, (203) 356-9000
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) (NAME, ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR
SERVICE)
</TABLE>
---------------------
<TABLE>
<S> <C>
COPIES TO:
MORTON A. PIERCE, ESQ. PETER WEBSTER, ESQ.
DEWEY BALLANTINE VERRILL & DANA
1301 AVENUE OF THE AMERICAS ONE PORTLAND SQUARE
NEW YORK, NEW YORK 10019 PORTLAND, MAINE 04112
(212) 259-8000 (207) 774-4000
</TABLE>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MARCH 16, 1995
PROSPECTUS
757,943 SHARES
AMERICAN MAIZE-PRODUCTS COMPANY
CLASS B COMMON STOCK
------------------------
American Maize-Products Company (the "Company") is distributing to the
holders of record of its shares of Class B common stock, $.80 par value (the
"Class B Common Stock"), at the close of business on March 3, 1995 (the "Record
Date"), nontransferable rights (the "Rights") to subscribe for and purchase up
to 757,943 shares of Class B Common Stock for a cash price of $40.00 per share
(the "Subscription Price"). Holders of Rights ("Rights Holders") will be able to
exercise their Rights until the close of business on April 10, 1995, unless
extended by the Company (the "Termination Time"). The Offering of up to 757,943
shares of Class B Common Stock to the Rights Holders pursuant to the exercise of
the Rights is referred to herein as the "Offering."
Each holder of Class B Common Stock will receive .435 Rights for each share
of Class B Common Stock held of record on the Record Date. In lieu of fractional
Rights, the aggregate number of Rights issuable by the Company to a holder of
Class B Common Stock will be rounded up to the next whole Right. Each Right
entitles the Rights Holder to subscribe for one share of Class B Common Stock
(the "Subscription Privilege"). Once a Rights Holder has exercised the
Subscription Privilege, such exercise may not be revoked. The Rights will be
evidenced by nontransferable certificates. See "The Rights Offering."
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated
as of February 22, 1995, among the Company, Eridania Beghin-Say, S.A., a
corporation organized under the laws of France ("EBS"), and Cerestar USA, Inc.,
a Delaware corporation and a wholly owned subsidiary of EBS ("Sub"), on February
28, 1995, Sub commenced an offer (the "Tender Offer") to purchase all
outstanding shares of the Company's Class A Common Stock, $.80 par value (the
"Class A Common Stock"), and the Class B Common Stock at a purchase price per
share equal to the Subscription Price. Following the successful completion of
the Tender Offer and subject to the terms and conditions of the Merger
Agreement, Sub will be merged with and into the Company, the Company will
survive the merger as a wholly owned subsidiary of EBS, and all shares of Class
A Common Stock and Class B Common Stock outstanding at the effective time of the
merger (other than shares owned by EBS, Sub or any of their affiliates and other
than dissenters' shares) will be converted into the right to receive
consideration per share equal to the Subscription Price. Pursuant to the Stock
Purchase Agreement (the "Stock Purchase Agreement"), dated as of February 22,
1995, among the Company, EBS and Sub, Sub will purchase (the "Stock Purchase"),
at the Subscription Price, any and all shares of Class B Common Stock not
subscribed for and purchased by Rights Holders in the Offering. The Stock
Purchase is conditioned, among other things, upon the successful completion of
the Tender Offer. The Tender Offer is conditioned, among other things, upon (i)
the tender of an amount of Class A Common Stock which, together with any Class A
Common Stock then beneficially owned by EBS or its affiliates, constitutes a
majority of the outstanding Class A Common Stock on a fully-diluted basis and
(ii) the tender of an amount of Class B Common Stock which, together with the
Class B Common Stock which EBS and its affiliates have purchased or are
obligated to purchase under the Stock Purchase Agreement (all conditions to the
obligations of the parties under the Stock Purchase Agreement (other than the
completion of the Tender Offer) having been satisfied) and together with any
Class B Common Stock then beneficially owned by EBS or its affiliates,
constitutes a majority of the outstanding Class B Common Stock on a
fully-diluted basis. See "The Acquisition."
The Class B Common Stock is traded on the American Stock Exchange (the
"AMEX") under the symbol "AZEB." On March 15, 1995, the last reported sale price
of the Class B Common Stock on the AMEX was $38 1/4. See "Price Range of Class B
Common Stock and Dividend Policy." The Class A Common Stock, which is traded on
the AMEX under the symbol "AZEA," is not being offered pursuant to this
Prospectus. The Class A Common Stock and Class B Common Stock are sometimes
collectively referred to herein as the "Common Stock."
After the Termination Time, the Rights will no longer be exercisable and
will have no value.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
HOLDERS OF CLASS B COMMON STOCK WHO DO NOT EXERCISE THEIR RIGHTS IN FULL
WILL EXPERIENCE DILUTION IN THEIR RELATIVE PERCENTAGE OWNERSHIP IN THE COMPANY
UPON ISSUANCE OF THE CLASS B COMMON STOCK TO HOLDERS EXERCISING THEIR RIGHTS AND
UPON CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE STOCK PURCHASE
AGREEMENT.
BEFORE MAKING AN INVESTMENT DECISION, POTENTIAL INVESTORS SHOULD CAREFULLY
CONSIDER THE FACTORS SET FORTH IN "INVESTMENT CONSIDERATIONS" IN ADDITION TO THE
OTHER INFORMATION CONTAINED IN THIS PROSPECTUS.
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UNDERWRITING DISCOUNTS PROCEEDS TO THE
PRICE TO PUBLIC AND COMMISSIONS COMPANY(1)
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Per Share...................................... $ 40.00 N/A $ 40.00
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Total.......................................... $ 30,317,720.00 N/A $ 30,317,720.00
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</TABLE>
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(1) Before deduction of estimated expenses of $120,000 payable by the Company,
including registration fees, listing fees, AMEX review fees, legal and
accounting fees, subscription agent fees, printing expenses and other
miscellaneous fees and expenses.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's Regional Offices at 7 World Trade Center, 13th Floor,
New York, New York 10048 and the Citicorp Center, 500 West Madison Street, Room
1400, Chicago, Illinois 60661. Copies of such material also can be obtained from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Class B Common Stock is listed
on the AMEX and such reports, proxy statements and other information concerning
the Company also can be inspected at the office of the AMEX, 86 Trinity Place,
New York, New York 10006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with any amendments thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Rights and the shares of Class B Common Stock issuable upon the exercise of
the Rights. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement. Such additional information may be obtained at the Commission's
principal office in Washington, D.C. Statements contained in this Prospectus or
in any document incorporated in this Prospectus by reference as to the contents
of any contract, agreement or other document referred to herein or therein are
not necessarily complete. With respect to each such contract, agreement or other
document filed with the Commission as an exhibit, reference is made to the
exhibit for a more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission, are hereby incorporated by reference in this Prospectus and made a
part hereof:
(i) Annual Report on Form 10-K for the fiscal year ended December 31,
1994;
(ii) Current Report on Form 8-K dated January 6, 1995; and
(iii) Registration Statement on Form 8-A, as amended by Amendment No. 1 to
Form 8-A, dated March 3, 1993, which includes a description of the
Company's Common Stock.
All documents and reports filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering
of the Securities and the delivery of Securities pursuant thereto shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents or reports. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded, except as so modified or superseded, shall not be deemed to
constitute a part of this Prospectus.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. The Company will furnish without charge to each
person to whom this Prospectus is delivered, upon written or oral request, a
copy of any or all of the documents incorporated by reference herein, other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference into the information that the Prospectus incorporates. Requests should
be directed to Robert M. Stephan, Esq., Vice President, General Counsel and
Secretary, American Maize-Products Company, 250 Harbor Drive, Stamford,
Connecticut 06902, telephone number (203) 356-9000.
2
<PAGE> 4
PROSPECTUS SUMMARY
The following information is qualified in its entirety by reference to, and
should be read in conjunction with, the detailed information and consolidated
financial statements and notes thereto set forth elsewhere in this Prospectus or
incorporated by reference herein.
THE COMPANY
American Maize-Products Company is a Maine corporation organized in 1906
(together with its subsidiaries hereinafter referred to as "American Maize" or
"the Company"). American Maize is engaged primarily in the manufacture and sale
of products derived from corn wet milling, such as corn sweeteners and starches
for use in the manufacturing processes for several industries. It also
manufactures and markets cigars and smokeless tobacco products.
The executive offices of the Company are located at 250 Harbor Drive,
Stamford, Connecticut 06902. The telephone number of the Company is (203)
356-9000.
THE ACQUISITION
The Company, EBS and Sub have entered into an Agreement and Plan of Merger,
dated as of February 22, 1995, pursuant to which Sub commenced the Tender Offer
on February 28, 1995 to purchase all outstanding shares of Common Stock at a
purchase price equal to the Subscription Price. Following the successful
completion of the Tender Offer, and subject to the terms and conditions of the
Merger Agreement, Sub will merge with and into the Company (the "Merger"), the
Company will survive the Merger as a wholly owned subsidiary of EBS and each
share of Common Stock outstanding at the effective time of the Merger (other
than shares owned by EBS, Sub or any of their affiliates and other than
dissenters' shares) will be converted into the right to receive consideration
per share equal to the Subscription Price. Concurrently with the execution of
the Merger Agreement, the Company, EBS and Sub entered into the Stock Purchase
Agreement, pursuant to which Sub will purchase any and all shares of Class B
Common Stock not subscribed for and purchased by Rights Holders in the Offering.
The Stock Purchase is conditioned upon, among other things, the successful
completion of the Tender Offer. The Tender Offer is conditioned upon, among
other things, (i) the valid tender (without subsequent withdrawal) of a number
of shares of Class A Common Stock which, together with any shares of Class A
Common Stock then beneficially owned by EBS or its affiliates, constitutes a
majority of the outstanding Class A Common Stock on a fully-diluted basis and
(ii) the valid tender (without subsequent withdrawal) of a number of shares of
Class B Common Stock which, together with the number of shares of Class B Common
Stock which EBS and its affiliates have purchased or are obligated to purchase
under the Stock Purchase Agreement (all conditions to the obligations of the
parties thereunder (other than the completion of the Tender Offer) having been
satisfied) and together with any shares of Class B Common Stock then
beneficially owned by EBS or its affiliates, constitutes a majority of the
outstanding Class B Common Stock on a fully-diluted basis (the "Minimum
Condition"). See "The Acquisition."
THE RIGHTS OFFERING
Rights..................... Each record holder of Class B Common Stock at the
close of business on the Record Date will receive
.435 Rights for each share of Class B Common Stock
held of record on the Record Date. The number of
Rights issued by the Company to a Rights Holder
will be rounded up to the nearest whole number. No
more than 757,943 shares of Class B Common Stock
will be issued upon exercise of the Rights. Each
Right will entitle each Rights Holder to purchase
from the Company one share of Class B Common Stock
(an "Underlying Share") at the Subscription Price
on the terms and conditions of the Offering. The
number of Rights to be issued for each share of
Class B Common Stock has been
3
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determined solely by dividing the number of shares
of Class B Common Stock offered hereby by the
number of shares of Class B Common Stock
outstanding on the Record Date.
Subscription Privilege..... Rights Holders are entitled to purchase, at the
Subscription Price, one Underlying Share for each
whole Right held. See "The Rights Offering
-- Subscription Privilege."
Subscription Price......... $40.00 per Underlying Share, payable in cash. See
"The Rights Offering -- Exercise of Rights" and
"Determination of Subscription Price."
Shares of Class B Common
Stock Outstanding after
Offering................. As of the Record Date, there were 1,742,057 shares
of Class B Common Stock outstanding. An additional
757,943 shares of Class B Common Stock will be
offered pursuant to the Offering.
Stock Purchase by Sub...... Sub has agreed, upon the terms and conditions
contained in the Stock Purchase Agreement, to
purchase, at the Subscription Price, any and all
shares of Class B Common Stock not subscribed for
and purchased by the Rights Holders pursuant to the
Offering ("Excess Shares").
Nontransferability of
Rights..................... The Rights, including the Subscription Privilege,
are nontransferable.
Record Date................ March 3, 1995.
Termination Time........... 5:00 p.m., New York time, on April 10, 1995, or
such later time to which the Offering may have been
extended in the discretion of the Company. The
length of any such extensions will be set at the
time of any such extension. See "The Rights
Offering -- Termination Time." Rights not exercised
prior to the Termination Time will expire and
become worthless.
Procedure for Exercising
Rights................... The Subscription Privilege may be exercised by
properly completing the Subscription Right
Certificate and forwarding it (or following the
Guaranteed Delivery Procedures), with payment of
the Subscription Price for each Underlying Share
subscribed for pursuant to the Subscription
Privilege, to the Subscription Agent, who must
receive such Subscription Right Certificate or
Notice of Guaranteed Delivery and payment at or
prior to the Termination Time. If Subscription
Right Certificates and payments are sent by mail,
Rights Holders are urged to use registered mail
properly insured, with return receipt requested.
See "The Rights Offering -- Exercise of Rights."
ONCE A RIGHTS HOLDER HAS EXERCISED THE SUBSCRIPTION
PRIVILEGE, SUCH EXERCISE MAY NOT BE REVOKED.
Persons Holding Class B
Common Stock, or Wishing
to Exercise Rights,
Through Others........... Persons holding shares of Class B Common Stock
beneficially, and receiving the rights issuable
with respect thereto, through a securities dealer,
commercial bank, broker, trust company or other
nominee, as well as persons holding certificates
for Class B Common Stock directly who would prefer
to have such institutions effect transactions
relating to the Rights on their behalf, should
contact the appropriate institution or
4
<PAGE> 6
nominee and request it to effect such transaction
for them. See "The Rights Offering -- Exercise of
Rights."
Issuance of Class B Common
Stock.................... Certificates representing shares of Class B Common
Stock purchased pursuant to the Subscription
Privilege will be delivered as soon as practicable
after completion of the Offering. See "The Rights
Offering -- Subscription Privilege."
Use of Proceeds............ For general corporate purposes.
Subscription Agent......... The Bank of New York
AMEX Symbol for Class B
Common Stock............. "AZEB"
Investment
Considerations............. A purchase of the Company's Class B Common Stock
involves a significant degree of investment risk.
Purchasers should carefully consider the
information set forth under the heading "Investment
Considerations."
5
<PAGE> 7
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
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YEAR ENDED DECEMBER 31,
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1994 1993 1992 1991 1990
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OPERATING DATA:
Net sales........................... $603,988 $538,534 $542,172 $533,565 $501,498
Operating profit.................... 56,188 15,549 44,329 56,983 60,126
Income from continuing operations
before income taxes, minority
interest, extraordinary losses and
cumulative effect of accounting
changes........................... 44,453 1,036 32,892 39,595 48,739
Income taxes........................ (17,508) (1,151) (12,901) (15,294) (18,922)
Income (loss) from continuing
operations before minority
interest, extraordinary losses and
cumulative effect of accounting
changes........................... 26,945 (115) 19,991 24,301 29,817
Minority interest in loss (earnings)
of subsidiary..................... -- 329 (9,996) (11,496) (13,657)
Income from continuing operations... 26,945 214 9,995 12,805 16,160
Loss from discontinued operation.... -- -- -- (1,518) (2,640)
Income before extraordinary losses
and cumulative effect of
accounting changes................ 26,945 214 9,995 11,287 13,520
Extraordinary losses from early
extinguishment of debt............ -- (4,182) -- -- --
Income (loss) before cumulative
effect of accounting changes...... 26,945 (3,968) 9,995 11,287 13,520
Cumulative effect of accounting
changes........................... -- (27,200) 3,016 -- --
Net income (loss)................... 26,945 (31,168) 13,011 11,287 13,520
PER SHARE DATA:
Primary earnings (loss) per share of
common stock:
Continuing operations............... $ 2.63 $ .02 $ 1.55 $ 2.00 $ 2.44
Discontinued operation.............. -- -- -- (.24) (.40)
Extraordinary losses from early
extinguishment of debt............ -- (.43) -- -- --
Cumulative effect of accounting
changes........................... -- (2.82) .47 -- --
Net income (loss)................... 2.63 (3.23) 2.02 1.76 2.04
Dividends per share of common
stock............................. .65 .64 .64 .64 .64
BALANCE SHEET DATA:
Total assets........................ $551,972 $489,058 $484,003 $459,639 $433,222
Working capital..................... 100,198 105,246 156,306 140,603 63,743
Long-term debt, less current
installments...................... 164,749 139,294 136,227 127,542 70,530
Stockholders' equity................ 236,683 215,666 168,240 158,665 151,066
</TABLE>
6
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INVESTMENT CONSIDERATIONS
MARKET CONSIDERATIONS
On January 5, 1995, the last trading day preceding public announcement of
the initial proposal by EBS to acquire the Company, the last reported sale price
per share of Class B Common Stock on the AMEX was $26 1/4. On January 19, 1995,
the last trading day preceding public announcement of a revised proposal by EBS
to acquire the Company, the last reported sale price per share of Class B Common
Stock on the AMEX was $29. On February 21, 1995, the last trading day preceding
public announcement of the execution of the Merger Agreement and the Stock
Purchase Agreement, the last reported sale price per share of Class B Common
Stock on the AMEX was $31 3/8. On March 15, 1995, the last reported sale price
per share of Class B Common Stock on the AMEX was $38 1/4. The Offering is not
conditioned upon the transactions contemplated by the Merger Agreement and the
Stock Purchase Agreement, and there can be no assurance that any such
transactions will be consummated. If such transactions are not consummated,
there can be no assurance that the market price of the Class B Common Stock will
not decline significantly to levels at or below historical levels.
In addition, whether or not the Tender Offer, Stock Purchase and Merger are
consummated, there can be no assurance that the market price of the Class B
Common Stock will not decline during the period the Rights are outstanding or
that, following the issuance of the Rights and the sale of the Underlying Shares
upon exercise of Rights, a subscribing Rights Holder will be able to sell shares
purchased in the Rights Offering at a price equal to or greater than the
Subscription Price.
Once a holder of Rights has exercised the Subscription Privilege, such
exercise may not be revoked. Moreover, until certificates are delivered,
subscribing Rights Holders may not be able to sell, or tender into the Tender
Offer, the shares of Class B Common Stock that they have purchased in the Rights
Offering. Certificates representing shares of Class B Common Stock purchased
pursuant to the Subscription Privilege and the Stock Purchase Agreement will be
delivered as soon as practicable after the corresponding Rights have been
validly exercised. No interest will be paid to Rights Holders on funds delivered
to the Subscription Agent pursuant to the exercise of Rights pending delivery of
Underlying Shares.
ACQUISITION BY EBS; RECENT DEVELOPMENTS
Following the successful completion of the Tender Offer and the Stock
Purchase, EBS will beneficially own a majority of each class of the Company's
Common Stock. Thereafter, pursuant to the Merger Agreement, EBS will be entitled
to designate a number of directors of the Company corresponding to the voting
power of the shares of Common Stock which it beneficially owns, and will,
therefore, effectively control the Company. In addition, the Merger Agreement
contemplates that the Merger will take place following the Tender Offer as soon
as all conditions thereto are met. Upon consummation of the Merger, all shares
of Common Stock will be cancelled and converted into the right to receive
consideration per share equal to the Subscription Price (subject to applicable
appraisal rights). See "The Acquisition."
On February 23, 1995, an affiliate of Usaha Tegas sdn. bhd., a Malaysian
private investment holding company, offered to acquire the Class B Common Stock
owned by William Ziegler, III, Chairman of the Board of the Company, his sister
Helen Z. Steinkraus, GIH Corp. and the trustees of certain trusts for the
benefit of the Ziegler and Steinkraus families at a purchase price of $44 per
share. See "The Acquisition -- Recent Developments."
ACQUISITION-RELATED LITIGATION
On February 22, 1995, Mr. Ziegler, on behalf of himself and, purportedly,
GIH Corp., filed suit in Superior Court, Cumberland County, Maine seeking
declaratory and injunctive relief against the Merger Agreement, the Stock
Purchase Agreement and the transactions contemplated thereby. The complaint,
entitled GIH Corp. and William Ziegler, III v. American Maize-Products Co. et.
al., alleges that the approval by the remaining members of the Company's Board
of Directors of the Merger Agreement and Stock Purchase Agreement and their
authorization of "break-up" fee provisions in the Merger Agreement
7
<PAGE> 9
constituted a breach of their fiduciary duties. The complaint asserts that the
proposed issuance of additional shares of Class B Common Stock by the Company
pursuant to the Stock Purchase Agreement is ultra vires and requests the court
to declare such issuance unlawful and void. The complaint also alleges that the
defendant directors' approval of certain termination agreements with senior
officers of the Company violated the directors' fiduciary duties. A hearing on
the plaintiffs' request for a preliminary injunction against the EBS transaction
was held on March 8-9, 1995, and a ruling is expected on or about March 24,
1995. The Company believes all of the claims contained in the complaint are
without merit and intends to defend against them vigorously.
If Mr. Ziegler is successful in enjoining the Stock Purchase, then such
transaction will not occur and, thereafter, in order for the Tender Offer and
Merger to be consummated, sufficient shares of Class B Common Stock will need to
be tendered in the Tender Offer such that the Minimum Condition is satisfied
without the acquisition by Sub of any shares of Class B Common Stock pursuant to
the Stock Purchase. The stock of GIH Corp., which owns 47% of the Class B Common
Stock, is held by Mr. Ziegler, Mrs. Steinkraus and trusts for the benefit of
their respective families, and control of GIH Corp. is in dispute among the
Ziegler and Steinkraus families. Mr. Ziegler has stated that the Common Stock
which he owns or controls is not for sale or tender. The co-trustee of the
Ziegler trusts has stated that it has not yet completed its analysis of the EBS
transaction. The Steinkraus family has indicated that it supports the EBS
transaction. See " -- Market Considerations."
In January 1995, alleged shareholders of the Company filed complaints in
Connecticut Superior Court in three purported class actions against the Company
and its Board of Directors, entitled Kenneth Steiner and William Steiner v.
American Maize-Products Co., et al., Alan Katz v. American Maize-Products Co.,
et al. and Mitchell Saltzman and Miriam Sarnoff v. American Maize-Products Co.,
et al. The actions allege that the Company's Board of Directors breached its
fiduciary duties to shareholders by not adequately considering EBS's initial
offer on December 19, 1994 to acquire the Company at a purchase price of $32 per
share, by rejecting such offer, by failing to make adequate disclosure of the
offer and by placing personal interests, including an alleged attempt by Mr.
Ziegler to retain control of the Company, ahead of the interests of the public
shareholders. The complaints seek equitable relief and unspecified damages. The
Company believes that the allegations in the complaint are without merit and
intends to defend the actions vigorously.
On February 28, 1995, the plaintiffs in the Steiner, Katz and Saltzman
actions filed suit against Mr. Ziegler in Maine Superior Court, purportedly as a
class action, claiming that Mr. Ziegler breached his fiduciary duties to the
Company's shareholders by refusing to adequately consider the Merger with EBS,
seeking to advance his own interests at the expense of the shareholders and
denying the shareholders the opportunity to maximize value by participating in
the Merger. The plaintiffs seek to consolidate this lawsuit with the lawsuit
entitled GIH Corp. and William Ziegler, III v. American Maize-Products Co., et
al. described above.
REGULATION
General production, packaging, labeling and distribution of many of
American Maize's products are subject to various laws and regulations, including
regulation by the Federal Food and Drug Administration, the United States
Department of Agriculture, the Federal Trade Commission, the Alcohol and Tobacco
Tax Unit of the Treasury Department and various comparable state agencies.
Certain of these federal and state agencies have the power, among other things,
to order the recall of products that do not meet applicable standards.
In recent years, an increasing amount of legislation affecting the use and
sale of tobacco products has been implemented or proposed. Federal legislation
requires, among other things, that smokeless tobacco products and advertisements
for such products bear one of a series of specified health warnings on a
rotating basis and prohibits radio or television advertising of such products.
In addition, federal, state and local regulations have been implemented or
proposed which would prohibit smoking in certain areas or in certain buildings,
require stronger health warnings on tobacco products, impose bans on advertising
and promotion, significantly increase tobacco excise taxes, prohibit or impose
restrictions on sampling of tobacco products,
8
<PAGE> 10
impose mandatory negative advertising campaigns and eliminate the tax deductions
for tobacco advertising and promotional expenses. The Company is unable to
assess the future effects these actions may have on the marketing and sale of
its tobacco products.
DECLINE IN DOMESTIC TOBACCO INDUSTRY
Unit sales in the domestic cigar industry have been in a general decline
for many years. Preliminary estimates for 1994, however, indicate an increase in
domestic consumption for large cigars. Swisher has maintained its market share
in this category for the past five years. While domestic consumption of little
cigars has grown modestly over the past five years, the Company's share of this
market has grown each year. Unit sales of dry snuff and chewing tobacco have, in
general, been declining for the past five years while unit sales of moist snuff
have steadily increased. The Company cannot predict whether these trends in
consumption will continue.
HEALTH LIABILITY AND LITIGATION
Although the Company is not presently a party to any pending health-related
litigation relating to its tobacco products, there has recently been an
increasing amount of such litigation in the tobacco industry. The Company's
tobacco business carries general and product liability insurance excluding
health hazard liability, which the Company believes is consistent with industry
practice. There can be no assurance that the Company will not experience
material health-related litigation, or that any such litigation will not have a
material adverse effect on the Company.
ENVIRONMENTAL AND LITIGATION MATTERS
The application of federal and state regulations to protect the
environment, particularly with respect to air emissions and wastewater
discharges, may limit or prevent the operation of American Maize's businesses or
may substantially increase the cost of operation and/or financing of its
operations. The Company is currently defending a lawsuit filed on behalf of the
U.S. Environmental Protection Agency against several industrial companies
(including the Company) and municipalities involving the discharge of wastewater
by the defendants into the sewage treatment facilities of the City of Hammond,
Indiana and into the Grand Calumet River. The government is seeking monetary
penalties, injunctive relief to require compliance with permits, and
implementation of a remedial plan. The Company has taken measures to ensure
continued compliance with its discharge permits at the Hammond, Indiana
facility. The Company does not believe that its discharges have contributed to
sedimentation conditions in the Grand Calumet River. The Company intends to
vigorously contest the government's allegations. However, there can be no
assurance that the final outcome of this matter will not have a material adverse
effect on the Company.
In 1981, Grain Processing Corporation ("GPC") filed suit against the
Company alleging infringement of a GPC patent relating to certain waxy starch
maltodextrins. In 1987 and 1988, the District Court and Court of Appeals found
infringement with respect to two of the Company's products. The case has been
returned to the District Court to determine the amount of damages to be paid.
GPC claims it should receive damages based on lost profits on products it would
have sold except for the infringement. The Company contends that any damages
awarded should be based upon a reasonable royalty since GPC never sold the
patented product. The law on that issue is in conflict at present. A hearing
date of July 10, 1995 has been set to determine damages. The Company has
established a reserve in its financial statements of $4 million for this
litigation based upon its contention that damages should be based on a
reasonable royalty. However, the Company's ultimate liability for this action in
excess of such amount, if any, cannot presently be determined, and no assurance
can be given that the final impact of this litigation will not have a material
adverse effect on the Company.
COMPETITION
The corn wet milling business is highly competitive. Almost all of the
Company's products compete with virtually identical or similar products and
derivatives manufactured by other companies in the industry. In
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<PAGE> 11
addition to American Maize, there are ten companies in the corn wet milling
industry in the United States, most of which are larger and have greater
resources than American Maize.
In addition, many of American Maize's products face competition from
products made from raw materials other than corn. Corn syrup and high fructose
corn syrup compete with other nutritive sweeteners, principally cane and beet
sugar. By-products compete with products of the corn dry milling industry and
with soybean products. Fluctuation in the prices of these competing products may
affect prices of, and profits derived from, the products of American Maize.
The cost of producing corn products is largely dependent upon the market
price of corn. While the supply of domestic corn has been, and continues to be,
adequate for American Maize's needs, the price of this agricultural commodity
fluctuates widely as a result of a number of factors, including levels of
agricultural production, market demand, livestock feeding demand, government
agricultural programs and exports. Due to the competitive nature of the business
and fluctuating prices of competing products such as sugar, end-product prices
may not necessarily relate to raw material costs; therefore, an increase in corn
prices may adversely affect American Maize's earnings. In addition, the price of
corn sweeteners (especially high fructose corn syrups) is indirectly impacted by
government programs supporting sugar prices. If sugar price supports are not
continued, American Maize's earnings may also be adversely affected. See "The
Company -- Corn Business."
All of the tobacco markets in which Swisher competes are highly
competitive. The supply of all the raw materials used in manufacturing cigars
and smokeless tobacco products has been, and is expected to continue to be,
adequate. However, due to consumer resistance, increases in raw material costs
cannot always be passed along on a timely basis in the form of price increases
for finished products. See "The Company -- Tobacco Business."
DILUTION
Holders who do not exercise their Rights will experience a decrease in
their proportionate interest in the equity ownership and voting power of the
Company and will relinquish any value inherent in the Rights.
The Subscription Price per share of Class B Common Stock exceeds the net
tangible book value per share of Class B Common Stock. Accordingly, the
purchasers of the Class B Common Stock in the Rights Offering will experience
immediate and substantial dilution of $18.12 per share. See "Dilution."
10
<PAGE> 12
THE COMPANY
American Maize is a Maine corporation organized in 1906. The Company is
engaged primarily in the manufacture and sale of products derived from corn wet
milling, such as corn sweeteners and starches for use in the manufacturing
processes of several industries. The Company also manufactures and markets
cigars and smokeless tobacco products.
CORN BUSINESS
American Maize manufactures a number of corn-derived products by the wet
milling process through its Sweetener and Ingredients divisions. The wet milling
process involves grinding wet corn and then separating it into starch and other
components; thereafter, the starch component is either dried for sale as common
starch or processed further into other principal products.
The Sweetener Division produces glucose corn syrup and high fructose corn
syrup. Corn syrup is used in many foods and beverages for both sweetness and to
provide a wide range of functionalities such as color, texture and
freezeability. High fructose corn syrup is primarily used by the soft drink
industry as a sweetener.
The Ingredients Division makes unmodified and modified starches, corn syrup
solids, maltodextrins, dextrins and cyclodextrins. This Division extracts starch
from common, waxy, high amylose, and various new hybrid strains of corn.
American Maize also produces modifications of these starches by chemical or
physical processes to make products designed to serve the particular needs of a
wide variety of food and industrial users. The Company continues to research new
hybrid corn strains to develop new specialty starches which reduce or eliminate
chemical usage in the modification process and for new product applications.
Specialty starch products derived from waxy corn have characteristics differing
from common corn starches, making them useful in many specialty applications.
The Company's waxy corn based specialty starches are used as stabilizers,
fillers, thickeners and extenders in such products as canned and frozen foods,
pie fillings, puddings, salad dressings, baby foods, soups and snack foods.
Corn syrup solids and maltodextrins are used in a variety of food
applications, including dry food mixes, beverage mixes, microwaveable and
convenience foods.
American Maize is a leading supplier of dextrins which are sold to the
paper, adhesives, textile and chemical industries for their sizing and adhesive
properties. Significant quantities of American Maize's waxy corn starches are
used as adhesives by the gummed tape industry.
American Maize is the largest producer of cyclodextrins in the world and
the only producer in North America. Cyclodextrins are doughnut-shaped molecular
structures, produced from starch, which have many food and non-food
applications, including fragrance carrying, cholesterol removing and drug
delivery in the pharmaceutical industry.
The principal by-products produced by American Maize are corn germ, corn
gluten feed and corn gluten meal. Corn germ is sold for further processing into
corn oil and its co-product, corn germ meal. Corn oil is used as a cooking oil
and as an ingredient in salad dressings and margarine. Corn gluten feed and corn
gluten meal are sold in commodities markets and directly to manufacturers of
various animal feeds.
Sales to The Coca-Cola Company accounted for approximately 14% of American
Maize's revenues in 1994. The Coca-Cola Company is publicly reported to control
approximately 40% of the domestic soft drink industry, the principal user of 55%
high fructose corn syrup.
TOBACCO BUSINESS
The Company manufactures and sells cigars and smokeless tobacco products
through Swisher International, Inc., its wholly owned subsidiary ("Swisher"). In
1994, the Company consolidated its tobacco operations. Helme Tobacco Company was
merged, effective June 30, 1994, into Swisher, Helme's parent company. Helme's
executive office in Stamford, Connecticut was closed, and the Helme and Swisher
management and sales forces were consolidated. The operations of Helme are now
carried out by Swisher. In addition, by the end of the first quarter of 1995,
Swisher expects to have closed its Waycross, Georgia
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<PAGE> 13
manufacturing facility and consolidated all cigar manufacturing into its
expanded Jacksonville, Florida plant. The consolidation of the tobacco
businesses has yielded savings in operating costs and is expected to continue to
contribute cost savings in the future.
Swisher is a leading producer of popular priced cigars in the United States
under the "King Edward" and "Swisher Sweets" brand names. It also manufactures
and sells mid-priced cigars under several brands, including "Optimo," "El
Trelles," "Santa Fe" and "Keep Moving". Swisher markets little cigars nationally
under the brand names "Swisher Sweets Little Cigars," "Swisher Sweets Lights
Little Cigars," "Swisher Sweets Menthol Little Cigars" and "King Edward Little
Cigars." In addition, Swisher also markets higher priced cigars under its
trademarks "Bering" and "La Primadora," and imports "Pleiades" and "Dannemann"
cigars and other tobacco products, including "MacBaren" pipe tobacco.
Swisher competes in the dry snuff, loose-leaf chewing tobacco and moist
snuff market segments of the smokeless tobacco industry. Since 1888, it has been
a significant producer of dry snuff, the original smokeless tobacco product,
which consists of finely powdered tobacco. Swisher's dry snuff brands include
"Navy" and "Railroad Mills" and its sales represent approximately one-third of
this smokeless tobacco market segment. Swisher also produces and markets
loose-leaf chewing tobacco with its "Mail Pouch," "Chattanooga Chew" and
"Lancaster" brands, among others. Swisher has a small share of the moist snuff
market with its "Silver Creek," "Gold River" and "Redwood" brands. It markets a
low nicotine moist snuff under the "Cooper" brand name. Swisher markets all of
its branded moist snuff products under a "buy-one-get-one-free" pricing
strategy. Swisher also provides moist snuff and loose-leaf chewing tobacco
products for the private label market.
USE OF PROCEEDS
The net cash proceeds from the Offering and the Stock Purchase are expected
to be approximately $30,197,720. The net proceeds from the Offering and the
Stock Purchase will be used for general corporate purposes.
PRICE RANGE OF CLASS B COMMON STOCK AND DIVIDEND POLICY
The principal market for the Class B Common Stock is the AMEX. The
following table indicates the high and low per-share sale prices for the Class B
Common Stock as reported by the AMEX for the periods indicated. The Class A
Common Stock, which is also traded on the AMEX, is not being offered pursuant to
this Prospectus.
<TABLE>
<CAPTION>
HIGH LOW
----- -----
<S> <C> <C>
1993
First Quarter................................. $24 3/8 $22 3/4
Second Quarter................................ 22 3/4 18
Third Quarter................................. 18 1/2 15 7/8
Fourth Quarter................................ 16 3/4 14 7/8
1994
First Quarter................................. 21 7/8 15 1/2
Second Quarter................................ 21 17 7/8
Third Quarter................................. 23 1/4 20 1/8
Fourth Quarter................................ 25 3/8 21 7/8
1995
First Quarter (through March 15, 1995)........ 39 3/4 25 1/4
</TABLE>
On January 5, 1995, the last trading day preceding public announcement of
the initial proposal by EBS to acquire the Company, the last reported sale price
per share of Class B Common Stock on the AMEX was $26 1/4. On January 19, 1995,
the last trading day preceding public announcement of a revised proposal by EBS
to acquire the Company, the last reported sale price per share of Class B Common
Stock on the AMEX was
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<PAGE> 14
$29. On February 21, 1995, the last trading day preceding public announcement of
the execution of the Merger Agreement and the Stock Purchase Agreement, the last
reported sale price per share of Class B Common Stock on the AMEX was $31 3/8.
On March 15, 1995, the last reported sale price per share of Class B Common
Stock on the AMEX was $38 1/4.
During 1993 and the first three quarters of 1994, the Company declared and
paid quarterly dividends of $.16 per share on its Class B Common Stock. In the
fourth quarter of 1994, the Company declared and paid a dividend of $.17 per
share on its Class B Common Stock. The payment of future dividends will be at
the discretion of the Company's Board of Directors and will depend upon the
level of earnings, financial condition and other factors relevant to the
Company.
The approximate number of holders of record of Class B Common Stock at
March 3, 1994 was 389.
DILUTION
The unaudited net tangible book value of the shares of Common Stock as of
December 31, 1994 was approximately $211,026,000, or $20.55 per share. "Net
tangible book value" per share represents the amount of total tangible assets
(total assets less intangible assets) less total liabilities, divided by the
number of shares of Common Stock outstanding. After giving effect to the sale
by the Company of the 757,943 shares of Class B Common Stock offered hereby and
pursuant to the Stock Purchase Agreement and after deducting the estimated
offering expenses, the adjusted net tangible book value of the Company as of
December 31, 1994 would have been approximately $241,224,000, or $21.88 per
share, representing an immediate and substantial dilution of $18.12 per share
in respect of shares of Class B Common Stock purchased pursuant to the Offering
and the Stock Purchase Agreement. The following table illustrates this per
share dilution:
<TABLE>
<S> <C> <C>
Subscription Price.......................... $40.00
Net tangible book value per share before
the Offering and the Stock Purchase.... $20.55
Increase per share attributable to
shareholders exercising Rights......... 1.33
Adjusted net tangible book value per share
after Offering and the Stock
Purchase............................... 21.88
------
Dilution to shareholders exercising
Rights(1).............................. $18.12
======
</TABLE>
- ---------------
(1) Dilution is determined by subtracting the net tangible book value per share
from the Subscription Price paid by an investor for a share of Class B
Common Stock in the Offering.
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<PAGE> 15
CAPITALIZATION
The following table sets forth the unaudited consolidated capitalization of
the Company at December 31, 1994 and the consolidated capitalization of the
Company at such date, as adjusted to give effect to the Offering and the Stock
Purchase Agreement.
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS)
DECEMBER 31, 1994
--------------------------
ACTUAL
-------- AS ADJUSTED
-----------
(UNAUDITED)
<S> <C> <C>
Total debt.......................................... $165,693 $ 165,693
-------- -----------
Stockholders' equity
Capital stock:
Common, Class A, $.80 par value; authorized
15,000,000 shares at December 31, 1994 and as
adjusted; issued 8,872,653 shares at December
31,
1994 and as adjusted........................... $ 7,098 $ 7,098
Common, Class B, $.80 par value; authorized
2,500,000 shares; issued 1,809,282 shares at
December 31, 1994 and 2,500,000 shares as
adjusted....................................... 1,447 2,000
Capital in excess of par value of common stock.... 124,380 153,435
Retained earnings................................. 110,506 110,506
-------- -----------
243,431 273,039
Less, common stock in treasury, at cost; Class A,
348,148 shares at December 31, 1994 and Class B,
67,225 shares at December 31, 1994 and -0- shares
as adjusted....................................... 6,748 6,158
-------- -----------
Total stockholders' equity................ $236,683 $ 266,881
-------- -----------
Total capitalization................................ $402,376 $ 432,574
======== =========
</TABLE>
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<PAGE> 16
SELECTED FINANCIAL INFORMATION
The following selected consolidated financial data of the Company for the
five years ended December 31, 1994 have been audited by Coopers & Lybrand
L.L.P., independent accountants. This information should be read in conjunction
with, and is qualified in its entirety by reference to, the more detailed
information and consolidated financial statements and notes thereto included or
incorporated herein by reference.
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31,
----------------------------------------------------
1994 1993 1992 1991 1990
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Net sales.................................... $603,988 $538,534 $542,172 $533,565 $501,498
Operating profit............................. 56,188 15,549 44,329 56,983 60,126
Income from continuing operations before
income taxes, minority interest,
extraordinary losses and cumulative effect
of accounting changes...................... 44,453 1,036 32,892 39,595 48,739
Income taxes................................. (17,508) (1,151) (12,901) (15,294) (18,922)
Income (loss) from continuing operations
before minority interest, extraordinary
losses and cumulative effect of accounting
changes.................................... 26,945 (115) 19,991 24,301 29,817
Minority interest in loss (earnings) of
subsidiary................................. -- 329 (9,996) (11,496) (13,657)
Income from continuing operations............ 26,945 214 9,995 12,805 16,160
Loss from discontinued operation............. -- -- -- (1,518) (2,640)
Income before extraordinary losses and
cumulative effect of accounting changes.... 26,945 214 9,995 11,287 13,520
Extraordinary losses from early
extinguishment of debt..................... -- (4,182) -- -- --
Income (loss) before cumulative effect of
accounting changes......................... 26,945 (3,968) 9,995 11,287 13,520
Cumulative effect of accounting changes...... -- (27,200) 3,016 -- --
Net income (loss)............................ 26,945 (31,168) 13,011 11,287 13,520
PER SHARE DATA:
Primary earnings (loss) per share of common
stock:
Continuing operations........................ $ 2.63 $ .02 $ 1.55 $ 2.00 $ 2.44
Discontinued operation....................... -- -- -- (.24) (.40)
Extraordinary losses from early
extinguishment of debt..................... -- (.43) -- -- --
Cumulative effect of accounting changes...... -- (2.82) .47 -- --
Net income (loss)............................ 2.63 (3.23) 2.02 1.76 2.04
Dividends per share of common stock.......... .65 .64 .64 .64 .64
BALANCE SHEET DATA:
Total assets................................. $551,972 $489,058 $484,003 $459,639 $433,222
Working capital.............................. 100,198 105,246 156,306 140,603 63,743
Long-term debt, less current installments.... 164,749 139,294 136,227 127,542 70,530
Stockholders' equity......................... 236,683 215,666 168,240 158,665 151,066
</TABLE>
15
<PAGE> 17
THE RIGHTS OFFERING
THE RIGHTS
The Company is issuing Rights to each Rights Holder as of the close of
business on the Record Date at no charge to such Rights Holders. The Company
will issue .435 Rights for each share of Class B Common Stock held on the Record
Date. Each Right will entitle the holder thereof to purchase one share of Class
B Common Stock. The Rights will be evidenced by nontransferable Subscription
Right Certificates which are being distributed to each Rights Holder
contemporaneously with the delivery of this Prospectus.
The Company will issue Rights to purchase an aggregate of 757,943 shares of
Class B Common Stock offered pursuant to this Prospectus.
No fractional Rights or cash in lieu thereof will be issued or paid.
Instead, the number of Rights issued to a Rights Holder will be rounded up to
the nearest whole number. No more than 757,943 shares of Class B Common Stock
will be issued upon exercise of the Rights. If Rights to purchase in excess of
757,943 shares are exercised, the Company will allocate the 757,943 shares
available for purchase to the exercising Rights Holders on a pro rata basis to
the extent practicable. A depository, bank, trust company or securities broker
or dealer holding shares of Class B Common Stock on the Record Date for more
than one beneficial owner may, upon delivery to the Subscription Agent of the
Certification and Request for Additional Rights form available from the
Subscription Agent, exchange its Subscription Right Certificate to obtain a
Subscription Right Certificate for the number of Rights to which all such
beneficial owners in the aggregate would have been entitled had each been a
holder on the Record Date. No other Subscription Right Certificate may be so
divided as to increase the number of Rights to which the original recipient was
entitled. The Company reserves the right to refuse to issue any Subscription
Right Certificate if such issuance would be inconsistent with the principle that
each beneficial owner's holdings will be rounded up to the nearest whole number
of Rights. The Subscription Agent must receive the Certification and Request for
Additional Rights no later than 5:00 p.m. on April 3, 1995, after which time no
new Subscription Right Certificates will be issued.
Because the number of Rights issued to each Rights Holder will be rounded
up to the nearest whole number, beneficial owners of Class B Common Stock who
are also the record holders of their shares will receive more Rights under
certain circumstances than beneficial owners of Class B Common Stock who are not
the record holders of their shares and who do not obtain (or cause the record
holder of their shares of Class B Common Stock to obtain) a separate
Subscription Right Certificate with respect to the shares beneficially owned by
them, including shares held in an investment advisory or similar account. To the
extent that record holders or beneficial owners of Class B Common Stock who
obtain a separate Subscription Right Certificate receive more Rights, they will
be able to subscribe for more shares. Beneficial owners of Class B Common Stock
who are not record holders should contact the nominee Rights Holder to obtain a
separate Subscription Right Certificate. See "The Rights Offering -- Exercise of
Rights."
TERMINATION TIME
The Rights will expire at the Termination Time, 5:00 p.m., New York time,
on April 10, 1995, subject to extension in the discretion of the Company. After
the Termination Time, unexercised Rights will be null and void. The Company will
not be obligated to honor any purported exercise of Rights received by the
Subscription Agent after the Termination Time, regardless of when the documents
relating to that exercise were sent, except pursuant to the Guaranteed Delivery
Procedures described below. The Company may extend the Termination Time by
giving oral or written notice to the Subscription Agent on or before the
Termination Time, followed by a press release no later than 9:00 a.m. on the
next business day after the previously scheduled Termination Time.
SUBSCRIPTION PRIVILEGE
Each whole Right will entitle the holder thereof to purchase at the
Subscription Price one Underlying Share (the "Subscription Privilege"). Each
Rights Holder is entitled to subscribe for all, or any portion of, the
Underlying Shares which may be acquired through the exercise of such holder's
Rights. Certificates
16
<PAGE> 18
representing Underlying Shares purchased pursuant to the Subscription Privilege
will be delivered to subscribers as soon as practicable after completion of the
Offering.
SUBSCRIPTION PRICE
The Subscription Price is $40.00 per Underlying Share subscribed for
pursuant to the Subscription Privilege, payable in cash.
EXERCISE OF RIGHTS
Rights Holders may exercise their Rights by delivering to the Subscription
Agent, at the addresses specified below, at or prior to the Termination Time,
the properly completed and executed Subscription Right Certificate(s) evidencing
those Rights, with any signatures guaranteed as required, together with payment
in full of the Subscription Price for each Underlying Share subscribed for
pursuant to the Subscription Privilege. Payment may be made only (i) by check or
bank draft drawn upon a U.S. bank, or postal, telegraphic or express money
order, payable to The Bank of New York, as Subscription Agent or (ii) by wire
transfer of funds to the account maintained by the Subscription Agent for the
purpose of accepting subscriptions at The Bank of New York, ABA # 021000018, for
Further Credit to A/C 8900060603, Ref: American Maize-Products Company. The
Subscription Price will be deemed to have been received by the Subscription
Agent only upon (i) clearance of any uncertified check, (ii) receipt by the
Subscription Agent of any certified check or bank draft drawn upon a U.S. bank
or any postal, telegraphic or express money order or (iii) receipt of collected
funds in the Subscription Agent's account designated above. Funds paid by
uncertified personal check may take at least five business days to clear.
Accordingly, Rights Holders who wish to pay the Subscription Price by means of
an uncertified personal check are urged to make payment sufficiently in advance
of the Termination Time to ensure that such payment is received and clears by
such time and are urged to consider in the alternative payment by means of
certified check, bank draft, money order or wire transfer of funds. All funds
received in payment of the Subscription Price shall be held by the Subscription
Agent and invested at the direction of the Company in short-term certificates of
deposit, short-term obligations of the United States or any state or any agency
thereof or money market mutual funds investing in the foregoing instruments. The
account in which such funds will be held may not be insured by the Federal
Deposit Insurance Corporation. Any interest earned on such funds will be
retained by the Company.
The Subscription Right Certificates and payment of the Subscription Price
or, if applicable, Notices of Guaranteed Delivery must be delivered to the
Subscription Agent at the following addresses:
If by mail:
Tender and Exchange Department
P.O. Box 11248
Church Street Station
New York, N.Y. 10286-1248
If by hand:
Tender and Exchange Department
101 Barclay Street
Receive & Deliver Window
New York, N.Y. 10286
If by overnight courier:
Tender and Exchange Department
101 Barclay Street
Receive & Deliver Window
New York, N.Y. 10286
The Subscription Agent's telephone number is (800) 507-9357.
The Company will pay the fees and expenses of the Subscription Agent and
has also agreed to indemnify the Subscription Agent from certain liabilities,
including liabilities under the Securities Act of 1933, as amended, which it may
incur in connection with the Offering.
17
<PAGE> 19
If a Rights Holder wishes to exercise Rights, but time will not permit such
holder to cause the Subscription Right Certificate(s) evidencing those Rights to
reach the Subscription Agent prior to the Termination Time, such Rights may
nevertheless be exercised if all of the following conditions (the "Guaranteed
Delivery Procedures") are met:
(i) the Rights Holder has caused payment in full of the Subscription
Price for each Underlying Share being subscribed for pursuant to the
Subscription Privilege to be received (in the manner set forth above) by
the Subscription Agent at or prior to the Termination Time;
(ii) the Subscription Agent receives, at or prior to the Termination
Time, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially
in the form provided with Instructions as to Use of the Company's
Subscription Right Certificates (the "Instructions") distributed with the
Subscription Right Certificates, from a member firm of a registered
national securities exchange or a member of the National Association of
Securities Dealers, Inc., or from a commercial bank or trust company having
an office or correspondent in the United States (each, an "Eligible
Institution"), stating the name of the exercising Rights Holder, the number
of Underlying Shares being subscribed for pursuant to the Subscription
Privilege, and guaranteeing the delivery to the Subscription Agent of the
Subscription Right Certificate(s) evidencing those Rights within five (5)
business days following the date of the Notice of Guaranteed Delivery; and
(iii) the properly completed Subscription Right Certificate(s)
evidencing the Rights being exercised, with any signatures guaranteed as
required, is received by the Subscription Agent within five (5) business
days following the date of the Notice of Guaranteed Delivery relating
thereto. The Notice of Guaranteed Delivery may be delivered to the
Subscription Agent in the same manner as Subscription Right Certificates at
the address set forth above or may be transmitted to the Subscription Agent
by telegram or facsimile transmission (telecopier number (212) 815-6213
(for Eligible Institutions Only)).
If an exercising Rights Holder does not indicate the number of Rights being
exercised, or does not forward full payment of the aggregate Subscription Price
for the number of Rights that the Rights Holder indicates are being exercised,
then the Rights Holder will be deemed to have exercised the Subscription
Privilege with respect to the maximum number of Rights that may be exercised for
the aggregate payment delivered by the Rights Holder and, to the extent that the
aggregate payment delivered by the Rights Holder exceeds the product of the
Subscription Price multiplied by the number of Rights evidenced by the
Subscription Right Certificates delivered by the Rights Holder (such excess
being the "Subscription Excess"), the Rights Holder will receive promptly by
mail a refund equal to the Subscription Excess without interest or deduction.
Certificates representing shares of Class B Common Stock subscribed for and
issued pursuant to the Subscription Privilege will be mailed as soon as
practicable after completion of the Offering.
Unless a Subscription Right Certificate (i) provides that the Underlying
Shares to be issued pursuant to the exercise of the Rights represented thereby
are to be issued to the holder of such Rights at such holder's address of record
or (ii) is submitted for the account of an Eligible Institution, signatures on
each Subscription Right Certificate must be guaranteed by an Eligible
Institution.
Rights Holders who hold shares of Class B Common Stock for the account of
others, such as brokers, trustees or depositaries for securities, should contact
the respective beneficial owners of such shares as soon as possible to ascertain
these beneficial owners' intentions and to obtain instructions with respect to
their Rights. If a beneficial owner so instructs, the record holder of that
beneficial owners' Rights should complete appropriate Subscription Right
Certificates and submit them to the Subscription Agent with the proper payment.
In addition, beneficial owners of Rights through such a nominee holder should
contact the nominee holder and request the nominee holder to effect transactions
in accordance with the beneficial owners' instructions. If a beneficial owner
wishes to obtain a separate Subscription Right Certificate, such beneficial
owner should contact the nominee as soon as possible and request that a separate
Subscription Right Certificate be issued. A nominee may request any Subscription
Right Certificate held by it to be split into such smaller denominations as it
wishes, provided that the Subscription Right Certificate is received by the
Subscription Agent, properly endorsed, no later than 5:00 p.m., New York time,
on April 3, 1995.
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The Instructions accompanying the Subscription Right Certificates should be
read carefully and followed in detail. SUBSCRIPTION RIGHT CERTIFICATES SHOULD BE
SENT WITH PAYMENT TO THE SUBSCRIPTION AGENT. DO NOT SEND SUBSCRIPTION RIGHT
CERTIFICATES TO THE COMPANY.
THE METHOD OF DELIVERY OF SUBSCRIPTION RIGHT CERTIFICATES AND PAYMENT OF
THE SUBSCRIPTION PRICE TO THE SUBSCRIPTION AGENT WILL BE AT THE ELECTION AND
RISK OF THE RIGHTS HOLDERS. IF SUBSCRIPTION RIGHT CERTIFICATES AND PAYMENTS ARE
SENT BY MAIL, RIGHTS HOLDERS ARE URGED TO SEND SUCH MATERIALS BY REGISTERED
MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, AND ARE URGED TO ALLOW A
SUFFICIENT NUMBER OF DAYS TO ENSURE DELIVERY TO THE SUBSCRIPTION AGENT AND
CLEARANCE OF PAYMENT PRIOR TO THE TERMINATION TIME. BECAUSE UNCERTIFIED CHECKS
MAY TAKE AT LEAST FIVE BUSINESS DAYS TO CLEAR, RIGHTS HOLDERS ARE STRONGLY URGED
TO PAY, OR ARRANGE FOR PAYMENT, BY MEANS OF CERTIFIED CHECK, BANK DRAFT, MONEY
ORDER OR WIRE TRANSFER OF FUNDS.
All questions concerning the timeliness, validity, form and eligibility of
any exercise of Rights will be determined by the Company, whose determination
will be final and binding. The Company, in its sole discretion, may waive any
defect or irregularity, or permit a defect or irregularity to be corrected
within such time as it may determine, or reject the purported exercise of any
Right. Subscription Right Certificates will not be deemed to have been received
or accepted until all irregularities have been waived or cured within such time
as the Company determines, in its sole discretion. Neither the Company nor the
Subscription Agent will be under any duty to give notification of any defect or
irregularity in connection with the submission of Subscription Right
Certificates or incur any liability for failure to give such notification. The
Company reserves the right to reject any exercise if such exercise is not in
accordance with the terms of the Offering or not in proper form or if the
acceptance thereof or the issuance of the Class B Common Stock pursuant thereto
could be deemed unlawful.
All questions or requests for assistance concerning the method of
exercising Rights or requests for additional copies of this Prospectus, the
Instructions or the Notice of Guaranteed Delivery should be directed to the
Subscription Agent.
NO REVOCATION
ONCE A RIGHTS HOLDER HAS PROPERLY EXERCISED THE SUBSCRIPTION PRIVILEGE,
SUCH EXERCISE MAY NOT BE REVOKED.
PROCEDURES FOR DTC PARTICIPANTS
It is anticipated that the exercise of the Subscription Privilege may be
effected through the facilities of The Depository Trust Company ("DTC").
NONTRANSFERABILITY OF RIGHTS
The Rights are not transferable and may be exercised only by a subscribing
Rights Holder for such holder's account, provided that such Rights may be
transferred by operation of law in the case of death, dissolution, liquidation
or bankruptcy of the Rights Holder, or pursuant to an order of an appropriate
court.
DETERMINATION OF SUBSCRIPTION PRICE
The Subscription Price was determined by the Company based on negotiations
with EBS and Sub.
FOREIGN AND CERTAIN OTHER SHAREHOLDERS
Subscription Right Certificates will not be mailed to Rights Holders whose
addresses are outside the United States and Canada or who have an APO or FPO
address, but will be held by the Subscription Agent for each Rights Holder's
accounts. To exercise their Rights, such persons must notify the Subscription
Agent at or prior to the Termination Time.
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THE ACQUISITION
THE MERGER AGREEMENT
On February 22, 1995, the Company, EBS and Sub entered into the Merger
Agreement. The following discussion of the Merger Agreement and the transactions
contemplated thereby, including the Tender Offer and the Merger, does not
purport to be complete and is qualified in its entirety by reference to the text
of the Merger Agreement, a copy of which has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part, and is incorporated
herein by reference.
The Tender Offer. The Merger Agreement provides that Sub will commence the
Tender Offer and, subject to the terms of the Tender Offer, EBS shall accept for
payment and pay for Shares which have been validly tendered pursuant to the
Tender Offer at a price of $40.00 per Share, net to the seller in cash (the
"Merger Consideration"), promptly after expiration of the Tender Offer, provided
that all conditions to the Tender Offer have been satisfied or are capable of
being satisfied, using reasonable efforts, within 90 days of the commencement of
the Tender Offer, or waived, to the extent permitted by the Merger Agreement, by
EBS or Sub. EBS may not, without the prior written consent of the Company, (a)
decrease the Merger Consideration, (b) decrease the number of shares to be
purchased in the Tender Offer, (c) change the form of consideration payable in
the Tender Offer, (d) add to or change the conditions of the Tender Offer, (e)
change or waive the Minimum Condition or (f) make any other change in the terms
or conditions of the Tender Offer which is adverse to the holders of the Shares.
If all of the conditions to the Tender Offer are satisfied as of the
scheduled expiration date thereof, the Tender Offer may not be extended without
the prior written consent of the Company. If as of the scheduled expiration date
of the Tender Offer the conditions to the Tender Offer have not been satisfied
but are capable, using reasonable efforts, of being satisfied within 90 days of
the commencement of the Tender Offer or, to the extent permitted by the Merger
Agreement, waived by EBS or Sub, EBS shall extend the Tender Offer until the
earliest of (i) the purchase of Shares pursuant to the Tender Offer, (ii) 90
days from the commencement of the Tender Offer and (iii) the termination of the
Merger Agreement.
Conditions to the Tender Offer. The Merger Agreement provides that Sub
will not be obligated to accept for payment any Shares tendered until the
expiration of all applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and Sub shall
not be required to accept for payment or pay for any Shares, or may delay the
acceptance for payment of or payment for, any shares tendered, or may, in its
sole discretion, subject to the terms and conditions of the Merger Agreement,
terminate or amend the Tender Offer as to any shares not then paid for, if (A)
there have not been validly tendered prior to the expiration of the Tender Offer
and not withdrawn, (i) a number of shares of Class A Common Stock which,
together with the number of shares of Class A Common Stock then beneficially
owned by EBS and its affiliates, constitute at least a majority of the
outstanding shares of Class A Common Stock on a fully-diluted basis and (ii) a
number of shares of Class B Common Stock which, together with the number of
shares of Class B Common Stock which EBS or its affiliates have purchased or are
then obligated to purchase under the Stock Purchase Agreement (all conditions to
the obligations of the parties under the Stock Purchase Agreement (other than
the completion of the Tender Offer) having been satisfied) and the number of
shares of Class B Common Stock then beneficially owned by EBS and its
affiliates, constitute at least a majority of the outstanding shares of Class B
Common Stock on a fully-diluted basis or (B) at any time on or after February
22, 1995, and at or prior to the time of payment for any such Shares (whether or
not any Shares have theretofore been accepted for payment pursuant to the Tender
Offer), any of the following events shall have occurred and be continuing:
(a) there shall have occurred (i) any general suspension of, or
limitation on times or prices for, trading in securities on any United
States national securities exchange or over-the-counter market, (ii) a
declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States or France, (iii) the commencement of
a war, armed hostilities or other international or national calamity
directly or indirectly involving the United States having a material
adverse effect on the functioning of the financial markets in the United
States, (iv) any limitation (whether or not mandatory) by any governmental
or regulatory authority, agency, commission or other entity, domestic or
foreign ("Governmental Entity"), on, or any other event having a material
adverse effect on, the extension of
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<PAGE> 22
credit by banks or other lending institutions in the United States or
France, (v) any suspension of, or material limitation (whether or not
mandatory) on, the currency exchange markets or the imposition of, or
material changes in, any currency or exchange control laws in the United
States or France, or (vi) in the case of any of the foregoing existing at
the time of the commencement of the Tender Offer, a material acceleration
or worsening thereof; or
(b) the Company shall have breached or failed to perform in any
material respect any of its obligations, covenants or agreements under the
Merger Agreement or the Stock Purchase Agreement or any representation or
warranty of the Company set forth in the Merger Agreement or the Stock
Purchase Agreement shall have been untrue or incorrect when made or
thereafter shall become untrue or incorrect, except where such breach,
failure to perform or lack of truthfulness or correctness has been caused
by or results from a breach by EBS or Sub of any of their obligations under
the Merger Agreement or the Stock Purchase Agreement; or
(c) there shall have been instituted or be pending any action,
litigation or proceeding before any court or governmental, regulatory or
administrative agency, authority or commission, domestic or foreign, which
(i) challenges the acquisition by EBS or Sub of the Shares, or seeks to
restrain, materially delay or prohibit the Tender Offer, the Merger, the
Stock Purchase Agreement or other subsequent business combination or seeks
material damages in connection therewith; (ii) seeks to prohibit or
materially limit the ownership or operation by EBS, Sub or their affiliates
and subsidiaries of any material portion of the business or assets of the
Company (including the business or assets of their respective affiliates
and subsidiaries), taken as a whole, or of EBS or Sub (including the
business or assets of their respective affiliates and subsidiaries) taken
as a whole, in each case as a result of the transactions contemplated by
the Merger Agreement and the Stock Purchase Agreement; (iii) seeks to
impose material limitations on the ability of EBS or Sub (including the
business or assets of their respective affiliates and subsidiaries) to hold
or to exercise full rights of ownership of the Shares, including without
limitation the right to vote any Shares purchased by them on an equal basis
on all matters properly presented to the holders of such class of Shares;
or
(d) there shall have been any action taken, or any statute, rule,
regulation, order or injunction sought, proposed, enacted, promulgated,
entered, enforced or deemed applicable to the Tender Offer, the Merger or
the Stock Purchase (other than the application of the waiting period
provisions of the HSR Act), which would result in any of the consequences
referred to in clauses (i) through (iii) of paragraph (c) above; or
(e) it shall have been publicly disclosed or EBS shall have learned
that any person, entity or "group" (as defined in Section 13(d) of the
Exchange Act and the rules promulgated thereunder) shall have become the
beneficial owner (as defined in Section 13(d) of the Exchange Act and the
rules promulgated thereunder) of more than 25% of any class or series of
capital stock of the Company (including any class of the Shares), (other
than acquisitions by persons or groups who have publicly disclosed such
ownership on or prior to February 22, 1995 in a Schedule 13D or 13G (or
amendments thereto on file with the Commission); or
(f) the Board of Directors of the Company shall have amended, modified
or withdrawn its recommendation of the Tender Offer or the Merger, or shall
have failed to publicly reconfirm such recommendation upon request by EBS
or Sub or shall have endorsed, approved or recommended any other
Acquisition Proposal (as defined below), or shall have resolved to do any
of the foregoing; or
(g) the Company and EBS or Sub shall have reached an agreement or
understanding that the Tender Offer be terminated or amended, or that
payment for the Shares be delayed; or
(h) the Dow Jones Industrial Average (as reported by The Wall Street
Journal) shall have lost 20% or more of the value it had at the date of the
Merger Agreement; or
(i) any other Regulatory Filings (as defined in Section 6.1(d) of the
Merger Agreement) and consents applicable to the Tender Offer or the Stock
Purchase Agreement shall not have been obtained on terms and conditions
reasonably satisfactory to EBS or Sub, or if EBS shall have received notice
under the Exon-Florio Amendment (as defined in Section 6.1(d) of the Merger
Agreement) that the
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Committee on Foreign Investment in the United States has determined to
investigate the Tender Offer or any related transaction;
which, in any such case, and regardless of the circumstances (including any
action or inaction by EBS or Sub other than a breach by EBS or Sub of the Merger
Agreement or the Stock Purchase Agreement) giving rise to any such conditions,
makes it inadvisable to proceed with the Tender Offer and/or with such
acceptance for payment of or payment for Shares.
The Board. The Merger Agreement provides that, upon the request of EBS,
the Company shall, subject to compliance with applicable law and promptly
following the purchase by Sub of more than 50 percent of the outstanding shares
of Class A Common Stock and more than 50 percent of the outstanding shares of
Class B Common Stock pursuant to the Tender Offer, the Stock Purchase Agreement
or otherwise, take all actions necessary to cause persons designated by EBS to
become directors of the Company so that the total number of such persons equals
that number of directors, rounded up to the next whole number, which represents
(i) the product of (w) the total number of directors on the Board of Directors
the shares of Class A Common Stock are entitled to elect multiplied by (x) the
percentage that the number of shares of Class A Common Stock so accepted for
payment plus any shares of Class A Common Stock beneficially owned by EBS or its
affiliates on the date of the Merger Agreement bears to the number of shares of
Class A Common Stock outstanding at the time of such acceptance for payment plus
(ii) the product of (y) the total number of directors on the Board of Directors
the shares of Class B Common Stock are entitled to elect multiplied by (z) the
percentage that the number of shares of Class B Common Stock so accepted for
payment plus any shares of Class B Common Stock beneficially owned by EBS or its
affiliates on the date of the Merger Agreement bears to the number of shares of
Class B Common Stock outstanding at the time of such acceptance for payment. In
furtherance thereof, the Company shall increase the size of the Company's Board
of Directors, or use its best efforts to secure the resignation of directors, or
both, as is necessary to permit EBS's designees to be elected to the Company's
Board of Directors; provided, however, that prior to the Effective Time (as
defined in Section 2.3 of the Merger Agreement), the Company's Board of
Directors shall always have at least two members who are neither officers of EBS
or the Company (or any of their respective affiliates) nor designees of EBS (or
any of its affiliates), nor shareholders or affiliates of EBS, nor beneficial
owners of 5% or more of any class of the capital stock of the Company (or any of
their respective affiliates) ("Insiders"). At such time, the Company, if so
requested, will use its best efforts to cause persons designated by EBS to
constitute the same percentage of each committee of such board, each board of
directors of each subsidiary of the Company and each committee of each such
board (in each case to the extent of the Company's ability to elect such
persons).
For purposes of provisions of the Merger Agreement relating to termination
of the Merger, modification or amendment of the Merger Agreement, or waiver of
conditions to the Company's obligations to consummate the Merger, no action
taken by the Board of Directors of the Company prior to the Merger shall be
effective unless such action is approved by the affirmative vote of at least a
majority of the directors of the Company who are not Insiders.
The Merger. The Merger Agreement provides that, subject to the terms and
conditions contained therein, at the effective time of the Merger, Sub will be
merged with and into the Company and the separate corporate existence of Sub
will thereupon cease. The Company will be the surviving corporation in the
Merger (the "Surviving Corporation") and the separate corporate existence of the
Company with all its rights, privileges, immunities, powers and franchises shall
continue unaffected by the Merger, except that the Certificate of Incorporation
of Sub in effect at the Effective Time will be the Certificate of Incorporation
of the Surviving Corporation and the By-Laws of Sub in effect at the Effective
Time shall be the By-Laws of the Surviving Corporation. The directors of Sub and
the officers of the Company at the Effective Time will, from and after the
Effective Time, be the directors and officers, respectively, of the Surviving
Corporation until their successors have been duly elected or appointed and
qualified or until their earlier death, resignation or removal in accordance
with the Surviving Corporation's Certificate of Incorporation and By-Laws.
As provided in the Merger Agreement, each Share issued and outstanding
immediately prior to the Effective Time (other than Shares owned by EBS, Sub or
any other subsidiary or affiliate of EBS, and other than Dissenting Shares, as
hereinafter defined) shall, by virtue of the Merger and without any action on
the
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part of the holder thereof, be converted into the right to receive, without
interest, an amount in cash equal to the Merger Consideration or such greater
amount which may be paid pursuant to the Tender Offer. Any Shares held by
shareholders exercising appraisal rights pursuant to Section 909 of the Maine
Business Corporation Act (the "MBCA") ("Dissenting Shares") shall, by virtue of
the Merger, be converted into the right to receive payment from the Surviving
Corporation of the "fair value" of such Shares as determined in accordance with
Section 909 of the MBCA. At the Effective Time, each share of common stock of
Sub issued and outstanding immediately prior to the Effective Time will, by
virtue of the Merger and without any action on the part of Sub or the holders of
such shares, be converted into one share of common stock of the Surviving
Corporation.
The Merger Agreement provides that immediately prior to the Effective Time,
each option or right to acquire Shares or stock appreciation rights with respect
to the Shares ("SARs"), shall, without any action on the part of the holder
thereof, and whether or not then exercisable, be converted into the right to
receive an amount (subject to withholding tax) in cash, if any, equal to the
product of (x) the Merger Consideration minus the current option, acquisition or
base price per share of such option or right and (y) the number of Shares
subject to such option or right, payable to the holder thereof without interest
thereon, at the Effective Time of the Merger and such option or right will be
cancelled and retired and shall cease to exist. If and to the extent required by
the terms of the plans governing such options or rights or pursuant to the terms
of any option or right granted thereunder, the Company shall use all reasonable
efforts to obtain the consent of each holder of outstanding stock options or
rights to the foregoing treatment of such stock options or rights and to take
any other action reasonably necessary to effectuate the foregoing provisions.
The Company shall take all reasonably necessary action to provide that the Stock
Plans (as defined in Section 6.1(b) of the Merger Agreement) shall be terminated
as of the Effective Time.
The Merger Agreement provides that following the consummation of the Tender
Offer, the Company will take, consistent with applicable law and its Articles of
Incorporation and By-Laws, all action necessary to duly call, give notice of,
convene and hold a meeting of holders of Shares as promptly as practicable to
consider and vote upon the approval of the Merger Agreement and the Merger. The
Company has agreed, subject to fiduciary requirements of applicable law, that
the Board of Directors of the Company will recommend such approval and the
Company will take all lawful action to solicit such approval. EBS has agreed
that at any such meeting of the Company all of the Shares then owned by the EBS
Companies (defined in Section 5.1(a) of the Merger Agreement as "Purchaser
Companies") will be voted in favor of the Merger Agreement. At the election of
EBS, if EBS or Sub owns after the expiration of the Tender Offer at least 90% of
the outstanding Shares of each class of the Company's stock, EBS, Sub and the
Company have agreed to effect the Merger without shareholder action in
accordance with Section 904 of the MBCA.
Conditions to the Merger. Under the Merger Agreement, the respective
obligations of EBS, Sub and the Company to consummate the Merger are subject to
the fulfillment or waiver, where permissible, of the following conditions: (a)
the requisite approval, if any, of the shareholders of the Company; (b) Sub (or
one of the EBS Companies) having purchased enough Shares pursuant to the Tender
Offer and the Stock Purchase Agreement sufficient to satisfy the Minimum
Condition; provided, however, that this condition will be deemed satisfied with
respect to EBS and Sub if the EBS Companies shall have failed to purchase Shares
pursuant to the Tender Offer or the Stock Purchase Agreement in violation of the
terms thereof; (c) the expiration or termination of all waiting periods under
the HSR Act applicable to the Merger; and (d) the compliance in all material
respects by the other party with all agreements and obligations of such party
under the Merger Agreement or the Stock Purchase Agreement prior to the
Effective Time. The obligations of EBS and Sub to consummate the Merger are
further conditioned on no statute, rule, regulation, judgment, decree,
injunction or other order having been enacted, issued, promulgated, enforced or
entered by any court or governmental entity which prohibits or materially
restricts the consummation of the transactions contemplated by the Merger
Agreement or the Stock Purchase Agreement, or materially restricts the business
operations of EBS, Sub or the Company as a result of such transactions. The
obligations of the Company to consummate the Merger are further conditioned on
no statute, rule, regulation, judgment, decree or other order having been
enacted, issued, promulgated, enforced or entered by any court or governmental
entity which prohibits
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<PAGE> 25
consummation of the Merger Agreement or the Stock Purchase Agreement in
accordance with the terms thereof.
Representations and Warranties. The Merger Agreement contains various
customary representations and warranties of the parties. Representations and
warranties of EBS and Sub include, without limitation, certain matters relating
to their organization and qualification to do business, their authority to enter
into the Merger Agreement and the Stock Purchase Agreement and to consummate the
transactions contemplated thereby, their filings with the SEC in connection with
the Tender Offer, consents and approvals required for the execution and delivery
of the Merger Agreement and the Stock Purchase Agreement and the consummation of
the transactions contemplated thereby and the availability of funds sufficient
to consummate the Tender Offer, the Merger and the transactions contemplated by
the Stock Purchase Agreement on the terms contemplated thereby.
Representations and warranties of the Company include, without limitation,
certain matters relating to its organization and qualification to do business,
capitalization, authority to enter into the Merger Agreement and the Stock
Purchase Agreement and to consummate the transactions contemplated thereby,
consents and approvals required for the execution and delivery of the Merger
Agreement and the Stock Purchase Agreement and the consummation of the
transactions contemplated thereby, filings with the SEC, the absence of certain
changes since December 31, 1993, litigation and liabilities, employee benefit
matters, taxes, compliance with law, intellectual property, labor, insurance and
environmental matters.
Interim Operations of the Company. Pursuant to the Merger Agreement, the
Company has agreed that, prior to the date on which a majority of the Company's
directors are EBS Insiders (unless EBS otherwise agrees in writing and except as
otherwise contemplated by the Merger Agreement or the Stock Purchase Agreement):
(a) the business of the Company and its subsidiaries will be conducted only in
the ordinary and usual course and, to the extent consistent therewith, each of
the Company and its subsidiaries shall use all reasonable efforts to preserve
its business organization and goodwill intact, keep available the services of
its officers and employees as a group and maintain its existing relations with
customers, suppliers, distributors, employees and others having business
relationships with it, in each case in all material respects; (b) the Company
and its subsidiaries will not (i) sell or pledge or agree to sell or pledge any
stock owned by it in any of its subsidiaries, (ii) adopt or propose any
amendment or change of their respective Articles or By-Laws, (iii) split,
combine or reclassify the outstanding Shares, or (iv) declare, set aside or pay
any dividend payable in cash, stock or property with respect to the Shares,
except for regular quarterly cash dividends not in excess of $0.17 per Share;
(c) except as provided for in the disclosure schedules to the Merger Agreement,
neither the Company nor any of its subsidiaries will (i) issue, sell, pledge,
dispose of or encumber any additional shares of, or securities convertible or
exchangeable for, or options, warrants, calls, commitments or rights of any kind
to acquire, any shares of its capital stock of any class of the Company or its
subsidiaries or any other property or assets other than, in the case of the
Company, shares of Class B Common Stock issuable pursuant to the terms of the
Stock Purchase Agreement and shares of Class A Common Stock issuable pursuant to
options outstanding on the date of the Merger Agreement under the Stock Plans,
(ii) transfer, lease, license, guarantee, sell, mortgage, pledge, dispose of or
encumber any material assets or incur or modify any indebtedness or other
liability or issue any debt securities or securities convertible into or
exchangeable for debt securities or assume, guarantee, endorse or otherwise as
an accommodation become responsible for the obligations of any person, in each
case other than in the ordinary and usual course of business and in a manner
consistent with past practice, (iii) acquire directly or indirectly by
redemption or otherwise any shares of the capital stock of the Company, (iv)
authorize or make capital expenditures in excess of $1,000,000 individually, (v)
make any acquisition of assets (other than in the ordinary course of business)
or investment in the stock of any other person or entity, or (vi) merge or
consolidate with any other person; (d) except as provided for in the disclosure
schedules to the Merger Agreement, other than in the ordinary and usual course
of business consistent with past practice or pursuant to obligations imposed by
collective bargaining agreements, neither the Company nor any of its
subsidiaries will increase the compensation payable or to become payable to its
executive officers or employees, enter into any contract or other binding
commitment in respect of any such increase or grant any severance or termination
pay (other than pursuant to a Plan (as defined in Section 6.1(h) of the Merger
Agreement) or policy existing as of the date of the Merger
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<PAGE> 26
Agreement) to, or enter into any employment or severance agreement with any
director, officer or other employee of the Company or such subsidiaries, and
neither the Company nor any of its subsidiaries will establish, adopt, enter
into, make any new grants or awards under or amend, any collective bargaining
agreement or Plan, except as required by applicable law, including any
obligation to engage in good faith collective bargaining, to maintain
tax-qualified status or as may be required by any Plan existing as of the date
of the Merger Agreement; (e) neither the Company nor any of its subsidiaries
will settle or compromise any material claims or litigation or, except in the
ordinary and usual course of business, modify, amend or terminate any of its
material Contracts (as defined in Section 6.1(d)(ii) of the Merger Agreement) or
waive, release or assign any material rights or claims, or make any payment,
direct or indirect, of any material liability of the Company or any subsidiary
before the same becomes due and payable in accordance with its terms; (f)
neither the Company nor any of its subsidiaries will take any action, other than
reasonable and usual actions in the ordinary course of business and consistent
with past practice with respect to accounting policies or procedures (including
tax accounting policies and procedures) and except as may be required by the SEC
or the Financial Accounting Standards Board; (g) neither the Company nor any of
its subsidiaries will make any material tax election or permit any material
insurance policy naming it as a beneficiary or a loss payable payee to be
cancelled or terminated without notice to EBS, except in the ordinary and usual
course of business; and (h) neither the Company nor any of its subsidiaries will
authorize or enter into an agreement to do any of the foregoing.
Employment Contracts and Employee Benefits. The Merger Agreement provides
that, from and after the Effective Time, EBS and the Surviving Corporation will
honor in accordance with their terms all existing individual employment,
severance, early retirement, deferred compensation, consulting and salary
continuation agreements listed and specifically denoted on the disclosure
schedules to the Merger Agreement between the Company and any of its
subsidiaries and any current or former officer, director, employee or consultant
of the Company or any of its subsidiaries. The Merger Agreement further provides
that, from the Effective Time through December 31, 1996, EBS will cause the
Surviving Corporation and its successors to provide the employees of the Company
and its subsidiaries with employee benefit plans and programs (other than the
Stock Option Plans) which in the aggregate are no less favorable in all material
respects than those provided to such employees on the date of the Merger
Agreement; provided, however, that the Surviving Corporation will not be
required to maintain any specific benefit plans or programs. EBS has agreed to
cause the Surviving Corporation to pay each person employed at the Company's
corporate headquarters in Stamford, Connecticut at the consummation of the
Tender Offer whose employment is terminated by the Surviving Corporation within
one year following such consummation (other than termination for cause) a
lump-sum severance payment upon such termination equal to the product of (x) one
month of such employee's base salary at the time of termination and (y) the
number of full years of service such employee has accumulated with the Company
and the Surviving Corporation, up to a maximum of 12 years of service credit;
provided that such severance provision shall not apply to any employee who is
eligible to receive a severance payment upon termination by virtue of such
employee's employment contract with the Company and shall be reduced by any
other severance payment due to the employee. The Company has further agreed
that, prior to the Effective Time, the Company will amend its Capital
Accumulation Plan to provide that it shall not be permitted to invest in Class A
Common Stock or Class B Common Stock as of the Effective Time.
Acquisition Proposals. The Company has agreed that neither the Company nor
any of its subsidiaries will, and the Company will direct and use all reasonable
efforts to cause the respective officers and directors of the Company or its
subsidiaries and the employees, agents and representatives of the Company and
its subsidiaries (including, without limitation, any investment banker, attorney
or accountant retained by the Company or any of its subsidiaries) not to,
initiate, solicit or encourage, directly or indirectly, any inquiries or the
making of any proposal or offer (including, without limitation, any proposal or
offer to shareholders of the Company) with respect to a merger, consolidation or
similar transaction involving, or any purchase of (a) all or any significant
portion of the assets of the Company or any of its significant subsidiaries
(American Maize-Products Decatur Inc., American Maize-Products Dimmit Inc. or
Swisher International, Inc.), (b) 25% or more of the outstanding shares of the
Class A Common Stock and/or the Class B Common Stock of the Company or (c) a
majority of the outstanding shares of the capital stock of the Company's
significant subsidiaries (any such proposal or offer, an "Acquisition Proposal")
or, except to the extent legally required
25
<PAGE> 27
for the discharge by the Company's Board of Directors of its fiduciary duties as
advised by outside counsel to the Company, engage in any negotiations
concerning, or provide any confidential information or data to, or have any
discussions with, any person relating to an Acquisition Proposal, or otherwise
facilitate any effort or attempt to make or implement an Acquisition Proposal or
enter into any agreement or understanding with any other person or entity with
the intent to effect any Acquisition Proposal. The Company will immediately
cease and cause to be terminated any existing activities, discussions or
negotiations with any parties conducted heretofore with respect to any of the
foregoing. The Company will use all reasonable efforts to take all necessary
steps to inform the respective officers and directors of the Company or its
subsidiaries and the employees, agents and representatives of the Company and
its subsidiaries of its obligations pursuant to the Merger Agreement. The
Company will promptly notify EBS if any such inquiries or proposals are received
by, any such information is requested from or any such negotiations or
discussions are sought to be initiated or continued with the Company, will
promptly inform EBS of all terms and conditions thereof and will promptly
furnish EBS with copies of any such written inquiries or proposals. The Company
also will promptly request each person which has prior to the execution of the
Merger Agreement executed a confidentiality agreement in connection with its
consideration of acquiring the Company to return all confidential information
heretofore furnished to such person by or on behalf of the Company. The
foregoing does not prohibit the Company or its Board of Directors from taking
and disclosing to the Company's shareholders a position with respect to a tender
offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the
Exchange Act or from making such disclosure to the Company's shareholders which,
as advised by outside counsel to the Company, is required under applicable law.
Indemnification and Insurance. Pursuant to the Merger Agreement, EBS has
agreed that, from and after the Effective Time, it will indemnify and hold
harmless each present and former director or officer of the Company (in each
case solely in such person's capacity as a director or officer of the Company,
as the case may be), determined as of the Effective Time (the "Indemnified
Parties"), against any costs or expenses (including reasonable attorneys' fees),
judgments, fines, losses, claims, damages or liabilities incurred in connection
with any claim, action, suit, proceeding or investigation, whether civil,
criminal, administrative or investigative, arising out of matters existing or
occurring at or prior to the Effective Time, whether asserted or claimed prior
to, at or after the Effective Time, to the fullest extent that the Company would
have been permitted under applicable law and required under its By-Laws or
pursuant to other agreements, each as in effect on the date of the Merger
Agreement, to indemnify such person (and EBS shall also advance expenses as
incurred to the fullest extent permitted under applicable law and required under
its By-Laws, provided that the person to whom expenses are advanced provides an
undertaking to repay such advances if it is ultimately determined that such
person is not entitled to indemnification); provided that any determination
required to be made with respect to whether an officer's or director's conduct
complies with the standards set forth under Maine law, the Company's Articles of
Incorporation and By-Laws shall be made by independent counsel selected by the
Surviving Corporation.
EBS has agreed to maintain or cause the Surviving Corporation to maintain
the Company's existing officers' and directors' liability insurance policies or
replacement policies covering the same persons and containing terms which are,
in the aggregate, no less advantageous to such persons than such existing
policies ("D&O Insurance") for a period of six years after the Effective Time;
provided, however, that in no event will EBS or the Surviving Corporation be
required to make annual premium payments to obtain such Insurance Coverage in
excess of 150% of the last annual premium paid prior to the date of the Merger
Agreement (the "Cap"). EBS has agreed further that if the D&O Insurance cannot
be obtained for an amount less than or equal to the Cap during such six year
period, EBS will use its best efforts to obtain, or cause the Surviving
Corporation to obtain, as much D&O Insurance as can be obtained for the
remainder of such period for a premium not in excess (on an annualized basis) of
the Cap.
Termination. The Merger Agreement provides that it may be terminated and
the Merger may be abandoned: (i) by the mutual consent of EBS and the Company,
by action of their respective Boards of Directors at any time prior to the
Effective Time, before or after the approval by holders of Shares; (ii) by
action of the Board of Directors of either EBS or the Company if (a) Sub, or any
EBS Company, shall have terminated the Tender Offer, in accordance with the
terms of the Tender Offer as set forth in the Merger
26
<PAGE> 28
Agreement without purchasing any Shares pursuant thereto; provided, in the case
of termination of the Merger Agreement by EBS, such termination of the Tender
Offer is not in violation of the terms of the Tender Offer, (b) the Merger shall
not have been consummated by November 30, 1995 whether or not such date is
before or after the approval by holders of Shares (provided such right of
termination shall not be available to any party whose failure to fulfill any
obligation under the Merger Agreement has been the cause or resulted in the
failure of the Merger not to have been consummated by such date), (c) any court
of competent jurisdiction has issued an injunction permanently restraining,
enjoining or otherwise prohibiting the consummation of the Tender Offer or the
Merger, which injunction has become final and nonappealable or (d) the approval
of shareholders required by the Merger Agreement shall not have been obtained at
a meeting duly convened therefor; (iii) by action of the Board of Directors of
EBS, at any time prior to the purchase of Shares pursuant to the Tender Offer,
if (a) the Board of Directors of the Company shall have withdrawn or modified in
a manner adverse to EBS or Sub its approval or recommendation of the Tender
Offer, the Merger Agreement or the Merger or (b) the Board of Directors of the
Company, upon request by EBS, shall fail to reaffirm such approval or
recommendation, or shall have resolved to do any of the foregoing referred to in
clause (a) or (b) of this clause (iii); (iv) by action of the Board of Directors
of the Company, at any time prior to the purchase of Shares pursuant to the
Tender Offer, if (a) EBS or Sub (or another EBS Company) shall have failed to
commence the Tender Offer within the time required by the Merger Agreement, (b)
any of the representations and warranties of EBS or Sub contained in the Merger
Agreement or the Stock Purchase Agreement were untrue or incorrect in any
material respect when made or have since become, and at the time of termination
remain, untrue or incorrect in any material respect, (c) EBS or Sub shall have
breached or failed to perform in any material respect any of its obligations,
covenants or agreements under the Merger Agreement or the Stock Purchase
Agreement or any representation or warranty of EBS or Sub set forth in the
Merger Agreement or the Stock Purchase Agreement shall have been untrue or
incorrect when made or thereafter shall become untrue or incorrect, except where
such breach, failure to perform or lack of truthfulness or correctness has been
caused by or results from a breach by the Company of any of its obligations
under the Merger Agreement or the Stock Purchase Agreement or (d) the Company
receives an offer with respect to an Acquisition Proposal and the Board of
Directors of the Company, in the exercise of its fiduciary duties as advised by
outside counsel to the Company, determines to recommend such Acquisition
Proposal to the Company's shareholders; provided that the Company (x) shall
notify EBS and Sub promptly of receipt of such Acquisition Proposal and (y)
shall notify EBS and Sub promptly of its intention to recommend such Acquisition
Proposal to the Company's shareholders, but in no event shall the notice
referred to in clause (y) be given less than 24 hours prior to the earlier of
the public announcement of such recommendation or the Company's termination of
the Merger Agreement.
Termination Fee. The Merger Agreement provides that if (i) the Tender
Offer shall have remained open for the period required pursuant to the terms of
the Merger Agreement, (ii) the Minimum Condition shall not have been satisfied
and the Tender Offer is terminated without the purchase of any Shares
thereunder, (iii) the Company receives an Acquisition Proposal (other than from
one of the EBS Companies) after the date of the Merger Agreement and prior to
the termination thereof and (iv) after the date of the Merger Agreement, but
within one year of the date of the Merger Agreement, any corporation,
partnership, person, other entity or group (as defined in Section 13(d)(3) of
the Exchange Act) other than EBS or Sub or any of their respective subsidiaries
or affiliates shall have become the beneficial owner of more than 50% of the
outstanding shares of each of the Class A Common Stock and the Class B Common
Stock, then the Company, if requested by EBS, shall promptly, but in no event
later than two days after the date of such request, pay EBS a fee of 2.5% of the
total dollar value of the Tender Offer, calculated as the product of (x) the
number of Shares outstanding as of the date of the Merger Agreement and (y) the
Merger Consideration, which amount shall be payable in immediately available
funds. Such fee will not be payable by the Company if the Merger Agreement is
terminated by the Company due to a breach by EBS or Sub of its obligations under
the Merger Agreement or the Stock Purchase Agreement. The Company has agreed
that if the Company fails to pay promptly the amount due pursuant to the
termination fee provisions, and, in order to obtain such payment, EBS or Sub
commences a suit which results in a judgment against the Company for the fee
pursuant to the termination fee provisions, the Company shall pay to EBS or Sub
its costs and expenses (including attorneys' fees) in connection with such suit,
together with interest on the amount of the fee.
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<PAGE> 29
Amendment and Waiver. Subject to the applicable provisions of the MBCA, at
any time prior to the Effective Time, EBS, Sub and the Company may modify or
amend the Merger Agreement, by written agreement executed and delivered by duly
authorized officers of the respective parties. The conditions to the obligations
of EBS, Sub and the Company may be waived by each such party in whole or in part
to the extent permitted by applicable law.
Expenses. Whether or not the Merger is consummated, all expenses incident
to preparing for, entering into and carrying out the Merger Agreement, the
consummation of the Merger and the transactions contemplated by the Stock
Purchase Agreement shall be paid by the party incurring such expenses.
THE STOCK PURCHASE AGREEMENT
Concurrently with the execution of the Merger Agreement, EBS, Sub and the
Company entered into the Stock Purchase Agreement. The following summary of the
Stock Purchase Agreement does not purport to be complete and is qualified in its
entirety by reference to the text of the Stock Purchase Agreement, a copy of
which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part, and is incorporated herein by reference.
The Stock Purchase. Subject to the terms and conditions of the Stock
Purchase Agreement, the Company will sell to Sub and Sub will purchase from the
Company (the "Stock Purchase"), at a price per share equal to the Merger
Consideration, all shares of Class B Common Stock which are authorized but
unissued or held in treasury (an aggregate of 757,943 shares) and which remain
available for purchase following the exercise by the holders of Class B Common
Stock of preemptive rights in connection therewith (the "Available Shares"). The
Stock Purchase is expected to be consummated on the date on which all of the
conditions thereto are fulfilled or waived.
The Rights Offering. The Articles of Incorporation of the Company provide
that the holders of Class B Common Stock have preemptive rights in connection
with the issuance of additional shares of Class B Common Stock, including the
Stock Purchase. Therefore, the Company has filed with the Commission the
Registration Statement of which this Prospectus is a part with respect to the
Offering. Pursuant to the Stock Purchase Agreement, on March 10, 1995 (the
"Notice Date"), the Company mailed a notice of the Company's intent to conduct
the Offering to holders of the Class B Common Stock as of the Record Date.
Pursuant to the Stock Purchase Agreement, the period during which Rights Holders
may exercise Rights shall expire at the Termination Time. Prior to 10:00 p.m.,
New York time, on the date of the Termination Time, the Company is required to
notify EBS in writing of the number of Available Shares remaining for purchase
by Sub.
Conditions to the Stock Purchase. The obligations of each of the parties
to consummate the Stock Purchase is conditioned upon the following: (i) the
Tender Offer shall have been successfully completed; (ii) the Registration
Statement shall have been declared effective by the Commission and no stop order
shall have been issued, and no proceeding for such purpose shall have been
initiated or threatened, with respect thereto; (iii) the waiting period
provisions of the HSR Act applicable to the Stock Purchase shall have expired or
been terminated and all required approvals of the Commission to permit the
Tender Offer and the Offering to be conducted simultaneously shall have been
obtained; (iv) the Offering shall have been completed in conformity with the
Registration Statement, the Company's Articles of Incorporation and By-Laws and
the MBCA; and (v) the correctness of the representations and warranties, and the
performance of all obligations, of EBS and Sub, on the one hand, and the
Company, on the other hand, under the Merger Agreement and the Stock Purchase
Agreement. The obligations of EBS and Sub under the Stock Purchase Agreement are
further conditioned upon the approval for listing on the American Stock Exchange
of the shares of Class B Common Stock offered in the Offering.
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<PAGE> 30
Representations and Warranties. The Company makes certain representations
and warranties in the Stock Purchase Agreement relating to, among other things,
its authority to enter into the Stock Purchase Agreement, the issuance of the
offered shares and the Rights, the Registration Statement and certain other
documents relating to the Offering. EBS and Sub make representations and
warranties relating to, among other things, their authority to enter into the
Stock Purchase Agreement and the sufficiency of funds available to consummate
the Stock Purchase.
Indemnification. The Company, EBS and Sub have agreed to indemnify each
other against certain liabilities and expenses relating to the Registration
Statement, including liabilities under the Securities Act of 1933, as amended.
Termination. The Stock Purchase Agreement shall terminate (i) by mutual
consent of the Company, EBS and Sub or (ii) upon the termination of the Merger
Agreement.
RECENT DEVELOPMENTS
On February 23, 1995, Pexco Holdings, Inc. ("Pexco"), an affiliate of Usaha
Tegas sdn. bhd. ("UTSB"), a Malaysian private investment holding company,
forwarded a letter to William Ziegler, III, Chairman of the Board of the
Company, his sister, Helen Z. Steinkraus, GIH Corp. and the trustees of certain
trusts for the benefit of the Ziegler and Steinkraus families (the "GIH
Entities"), proposing that A.M. Acquisition Corp. ("AMAC"), a wholly-owned
subsidiary of UTSB, acquire all of the Class B Common Stock owned by the GIH
Entities at a purchase price of $44 per share (the "GIH Class B Acquisition").
GIH Corp. owns approximately 13% of the Class A Common Stock and approximately
47% of the Class B Common Stock. Following execution of a definitive agreement
for such purchase, AMAC would agree to propose a merger transaction to the
Company pursuant to which all outstanding shares of the Company's common stock
(other than the Class B shares that are the subject of the GIH Class B
Acquisition) would be converted into the right to receive $40.25 per share in
cash. The GIH Class B Acquisition would be conditioned upon, among other things,
the amendment of the Company's Articles of Incorporation to provide that Section
910 of the MBCA shall not be applicable to the Company. (Section 910 provides
that following the acquisition by any person of 25% of the voting power, or 25%
of any class of voting stock, of a corporation, the acquiror must offer to
purchase all shares of the corporation's voting stock for "fair value.") The
obligations of all GIH Entities to effect the GIH Class B Acquisition would be
conditioned on the concurrent purchase by AMAC or any affiliate thereof of all
shares of Class A Common Stock owned by the GIH Entities at a price of not less
than $40.25 per share. The UTSB proposal was originally scheduled to remain open
until the close of business on March 1, 1995. On March 2, 1995, UTSB issued a
press release announcing that it had extended its proposal until March 10, 1995.
On February 24, 1995, Mr. Ziegler forwarded a copy of the UTSB proposal to
the Company's Board of Directors. On March 8, 1995, Pexco forwarded a letter to
the GIH Entities proposing, as an alternative to its original offer, to purchase
from the GIH Entities all of their GIH Corp. stock on the same terms and
conditions as the original offer, if such purchase would be helpful in
minimizing adverse tax consequences to the GIH Entities. The letter also
indicated that the original offer and the alternative offer will remain open
until Pexco notifies the GIH Entities to the contrary or, based upon
developments, until the Common Stock held by the GIH Entities ceases to
represent a controlling interest in the Company. On March 13, 1995, Mr. Ziegler
issued a press release in response to the Pexco letter stating that the shares
of GIH Corp. which he owns or controls are not for sale or tender. UTSB has made
no proposal to the Company regarding an acquisition.
PLAN OF DISTRIBUTION
The Company is offering the Rights and the Underlying Shares directly to
its holders of Class B Common Stock.
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<PAGE> 31
DESCRIPTION OF CAPITAL STOCK
The following general summary of the Common Stock and Series Preferred
Stock (as defined below) is qualified in its entirety by reference to the
Company's Restated Articles of Incorporation (the "Charter"), a copy of which is
on file with the Commission (see "Available Information").
COMMON STOCK
American Maize is currently authorized to issue 15,000,000 shares of Class
A Common Stock and 2,500,000 shares of Class B Common Stock. As of March 6,
1995, 8,565,374 shares of Class A Common Stock and 1,742,057 shares of Class B
Common Stock were issued and outstanding and 348,148 shares of Class A Common
Stock and 67,225 shares of Class B Common Stock were held in treasury. As of
February 21, 1995, 570,698 shares of Class A Common Stock were reserved for
issuance upon the exercise of outstanding stock options.
Class A Common Stock and Class B Common Stock are substantially similar,
except as to voting rights. Except as required by the Maine Business
Corporations Act (the "MBCA") or otherwise provided in the Charter, voting power
is vested solely with the holders of shares of the Class B Common Stock. The
holders of Class A Common Stock are entitled only to such limited voting rights
as are described below. The holders of Class A Common Stock are entitled to
elect 30% of the total membership of the American Maize Board of Directors (or
the nearest larger whole number if such percentage is not a whole number), and
the holders of Class B Common Stock are entitled to elect the remaining members
of the American Maize Board of Directors. In addition, holders of Class A Common
Stock and holders of Class B Common Stock are entitled to vote together as a
single class with respect to the following matters: (a) the reservation of any
shares of capital stock of American Maize for options granted or to be granted
to officers, directors or employees of American Maize and (b) the acquisition of
the stock or assets of any other company if (i) any officer, director or holder
of 10% or more of any class of shares of Common Stock has a direct or indirect
interest in the company or assets to be acquired or in the consideration to be
paid in the transaction, (ii) the transaction involves the issuance of Class A
Common Stock or Class B Common Stock or securities convertible into either, or
any combination of the three, and the aggregate number of shares of Common Stock
so issued together with the Class B Common Stock which could be issued upon
conversion of such securities approximates, in the reasonable judgment of the
American Maize Board of Directors, 20% of the aggregate number of shares of
Class A Common Stock and Class B Common Stock outstanding immediately prior to
such transaction or (iii) the transaction involves the issuance of Class A
Common Stock or Class B Common Stock and any additional consideration, and if
the value of the aggregate consideration to be issued has, in the reasonable
judgment of the American Maize Board of Directors, a combined fair value of
approximately 20% or more of the aggregate market value of shares of Class A
Common Stock and Class B Common Stock outstanding immediately prior to such
transaction (each a "Voting Acquisition Transaction"). A separate class vote
consisting of the holders of Class A Common Stock and holders of Class B Common
Stock is required for any Voting Acquisition Transaction involving a merger or
consolidation of American Maize. Each share of Class A Common Stock and Class B
Common Stock is entitled to one vote per share.
Subject to the preferential rights, if any, of holders of any then
outstanding preferred stock, the holders of Class A Common Stock and Class B
Common Stock are entitled to receive dividends when and as declared by the
American Maize Board of Directors out of funds legally available for such
payment. Holders of Class A Common Stock do not have any preemptive rights to
purchase additional shares; however, holders of Class B Common Stock have
preemptive rights with respect to the issuance of Class B Common Stock or
securities convertible into Class B Common Stock. Subject to the preferential
rights of holders of any then outstanding preferred stock, the holders of Class
A Common Stock and Class B Common Stock are entitled to share ratably in the
assets of American Maize available for distribution to stockholders in the event
of American Maize's liquidation, dissolution or winding up.
The transfer agent and registrar for Class A Common Stock and Class B
Common Stock is The Bank of New York, New York, New York.
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<PAGE> 32
SERIES PREFERRED STOCK
The Charter authorizes the American Maize Board of Directors to issue up to
2,500,000 shares of Series Preferred Stock, without par value (the "Series
Preferred Stock"). No shares of Series Preferred Stock are outstanding.
The Series Preferred Stock may be issued in one or more series, from time
to time, with each such series to have the designations, dividend rates, rights
of redemption, conversion rights, voting powers, sinking fund or retirement
provisions, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, if any, as
stated and expressed in the resolution or resolutions providing for the issuance
of such series adopted by the American Maize Board of Directors. The Series
Preferred Stock have no preemptive rights to purchase additional shares. The
Series Preferred Stock could have the effect of acting as an anti-takeover
device to prevent a change of control of American Maize.
FEDERAL INCOME TAX CONSEQUENCES
The following summary is a general discussion of the expected Federal
income tax consequences to holders of Class B Common Stock of the issuance,
expiration and exercise of Rights. The summary does not address Federal income
tax consequences of the Offering that may be important to particular classes of
taxpayers subject to special rules, such as banks, insurance companies, dealers,
regulated investment companies and foreign individuals and entities and does not
address possible consequences under any applicable state, local or foreign tax
laws.
HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE
PARTICULAR TAX CONSEQUENCES TO THEM OF THE ISSUANCE, EXPIRATION AND EXERCISE OF
RIGHTS.
ISSUANCE OF RIGHTS
For Federal income tax purposes, although not entirely clear, it appears
that the receipt of the Rights will be treated as a dividend to holders of Class
B Common Stock in an amount equal to the fair market value of the Rights on the
date of distribution. If so treated, holders of Class B Common Stock will
recognize taxable dividend income upon receipt of the Rights, and will have a
tax basis in the Rights equal to the fair market value of the Rights on the date
of distribution. It is possible, however, that the distribution of the Rights
may be treated as a nontaxable distribution under Section 305(a) of the Code. If
so treated, no income, gain or loss will be recognized to holders of Class B
Common Stock upon receipt of the Rights, and the tax basis of Rights in the
hands of a Rights Holder will generally be zero, unless (A) the Rights are
exercised and (B) either (i) the fair market value of the Rights on the date of
distribution is 15% or more of the fair market value of the Class B Common Stock
with respect to which they are received or (ii) the Rights Holder elects on the
Federal income tax return for the taxable year in which the Rights are received
to allocate part of the basis of the Rights Holder's Class B Common Stock to the
Rights. In that event, the basis in the Class B Common Stock will be allocated
between the Class B Common Stock and the Rights distributed thereon in
proportion to the fair market values of the Class B Common Stock and the Rights
on the date of distribution.
EXPIRATION OF THE RIGHTS
If the distribution of the Rights is treated as a dividend and the Rights
expire unexercised, Rights Holders generally will recognize loss equal to their
tax basis in the Rights. Such loss will be a capital loss if the Class B Common
Stock to which the Rights relate would have been a capital asset in the hands of
the Rights Holder had the Rights Holder acquired such Class B Common Stock. If
the distribution is not treated as a dividend, no gain or loss will be
recognized to the Rights Holder upon expiration of the Rights and no adjustment
will be made to the Rights Holder's tax basis in the Class B Common Stock.
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<PAGE> 33
EXERCISE OF THE RIGHTS
No gain or loss will be recognized upon the exercise of Rights. The basis
of the Class B Common Stock acquired through exercise of Rights will be equal to
the sum of the Subscription Price paid therefor and the tax basis, if any, of
the Rights determined under the rules discussed above. The holding period for
Class B Common Stock acquired through the exercise of Rights will begin on the
date the Rights are exercised.
LEGAL MATTERS
The legality of the securities offered hereby have been passed upon for the
Company by Robert M. Stephan, Esq., Vice President, General Counsel and
Secretary of the Company.
EXPERTS
The consolidated financial statements and schedules of the Company as of
December 31, 1994 and 1993 and for each of the years in the three years then
ended December 31, 1994 appearing in the Company's Annual Report (Form 10-K) for
the year ended December 31, 1994, have been audited by Coopers & Lybrand L.L.P.,
independent auditors, as set forth in their report thereon, which includes an
explanatory paragraph related to the Company's defense of a patent infringement
claim and an environmental civil action, included therein and incorporated
herein by reference. Such consolidated financial statements and schedules are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN SANCTIONED
OR AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Prospectus Summary.................... 3
Investment Considerations............. 7
The Company........................... 11
Use of Proceeds....................... 12
Price Range of Class B Common Stock
and Dividend Policy................. 12
Dilution.............................. 13
Capitalization........................ 14
Selected Financial Information........ 15
The Rights Offering................... 16
The Acquisition....................... 20
Plan of Distribution.................. 29
Description of Capital Stock.......... 30
Federal Income Tax Consequences....... 31
Legal Matters......................... 32
Experts............................... 32
</TABLE>
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- ------------------------------------------------------
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AMERICAN MAIZE-PRODUCTS
COMPANY
CLASS B
COMMON STOCK
PROSPECTUS
Dated , 1995
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<PAGE> 35
PART II
Information Not Required in Prospectus
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses of this offering, in connection with the issuance
and distribution of the securities being registered are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee..................... $ 10,454.39
Printing and Engraving Expenses......................................... 5,000.00*
Subscription Agent Fees and Expenses.................................... 10,000.00*
Accounting Fees and Expenses............................................ 20,000.00*
Legal Fees and Expenses................................................. 50,000.00*
Blue Sky Fees and Expenses.............................................. 3,000.00*
American Stock Exchange Listing Fees.................................... 15,158.86
Miscellaneous Expenses.................................................. 6,386.75*
-----------
Total.............................................................. $120,000.00
==========
</TABLE>
- ---------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 719 of the Maine Business Corporation Act provides that a
corporation may indemnify any person who was or is a party to or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, trustee, partner, fiduciary, employee or agent of another
corporation, partnership, joint venture, trust, pension or other employee
benefit plan or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in
honestly and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and its shareholders, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful; provided, however, in a suit by or in the right of the corporation
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been finally adjudicated to be liable to the
corporation unless the court in which such action or suit was brought has
determined that, in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such amounts as the court shall
deem reasonable.
The Company's By-laws contain indemnification provisions substantially
similar to those afforded by the above-noted Section 719 which permit the
Company to extend protection to the full extent authorized thereunder to its
directors and officers and persons serving at the request of the Company as
director, officer, employee or agent of another enterprise by way of indemnity
and advancement of expenses. They set out the standard under which the Company
will indemnify directors and officers, provide for advancement or reimbursement
in such instances of expenses reasonably incurred in defending an action, and
for the extension of indemnity to certain persons other than directors and
officers. It is expressly provided that these provisions are not the exclusive
methods of indemnification.
The Company has purchased insurance policies that provide indemnification
of the Company's officers and directors, with certain exceptions, for liability
arising from their wrongful acts, meaning any breach of duty, neglect, error,
misstatement, misleading statement, omission or act by the directors or officers
of the Company in their respective capacities as such, or any matter claimed
against them solely by reason of their
II-1
<PAGE> 36
status as directors or officers of the Company, but does not insure such persons
against losses arising from claims made against such directors or officers for
the committing of any criminal or deliberate fraudulent act, for the return of
certain unauthorized remuneration, for violations of Section 16(b) of the
Securities Exchange Act of 1934, as amended, and similar laws and certain other
matters.
The Company has entered into indemnification agreements with its directors
and certain of its officers pursuant to which the Company has agreed to
indemnify such persons for certain liabilities and expenses.
ITEM 16. EXHIBITS
(a) Exhibits
<TABLE>
<C> <S> <C>
2.1 -- Agreement and Plan of Merger among the Company, Eridania Beghin-Say, S.A. and
Cerestar USA, dated February 22, 1995.
2.2 -- Stock Purchase Agreement between the Company, Eridania Beghin-Say, S.A. and Cerestar
USA, dated February 22, 1995.
* 5.1 -- Opinion of Robert M. Stephan, Esq.
*23.1 -- Consent of Robert M. Stephan, Esq. -- Included in Exhibit 5.1
*23.2 -- Consent of Coopers & Lybrand L.L.P.
24.1 -- Power of Attorney - Included on the Signature Page to the Registration Statement
*99.1 -- Form of Subscription Right Certificate
*99.2 -- Form of Instructions for Subscription Right Certificate
*99.3 -- Form of Notice of Guaranteed Delivery
*99.4 -- Form of Subscription Agent Agreement
*99.5 -- Form of Letter to Shareholders
*99.6 -- Form of Letter to Securities Dealers, Commercial Banks, Trust Companies and Other
Nominees
*99.7 -- Form of Certification and Request for Additional Rights
*99.8 -- Form of Letter to Clients from Securities Dealers, Commercial Banks, Trust Companies
and Other Nominees
</TABLE>
- ---------------
* Filed herewith
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such
II-2
<PAGE> 37
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-3
<PAGE> 38
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut, on the 15th day of
March, 1995.
AMERICAN MAIZE-PRODUCTS COMPANY
By: /s/ EDWARD P. NORRIS
------------------------------------
Edward P. Norris
Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement of which this Prospectus is a part has been signed below
by the following persons in the capacities indicated and on the 15th day of
March, 1995.
<TABLE>
<S> <C>
/s/ PATRIC J. MCLAUGHLIN* President and Chief Executive Officer and
- ------------------------------------------ Director
Patric J. McLaughlin
/s/ EDWARD P. NORRIS Vice President and Chief Financial Officer
- ------------------------------------------ (Principal Financial and Accounting Officer)
Edward P. Norris
/s/ JAMES E. HARWOOD* Director
- ------------------------------------------
James E. Harwood
/s/ JOHN R. KENNEDY* Director
- ------------------------------------------
John R. Kennedy
</TABLE>
II-4
<PAGE> 39
<TABLE>
<S> <C>
/s/ C. ALAN MACDONALD* Director
- ------------------------------------------
C. Alan MacDonald
/s/ WILLIAM L. RUDKIN* Director
- ------------------------------------------
William L. Rudkin
/s/ WENDELL M. SMITH* Director
- ------------------------------------------
Wendell M. Smith
/s/ RAYMOND S. TROUBH* Director
- ------------------------------------------
Raymond S. Troubh
*By: /s/ EDWARD P. NORRIS
- ------------------------------------------
Edward P. Norris
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 40
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ------------------------------------------------------------------------- ------------
<C> <S> <C> <C>
2.1 -- Agreement and Plan of Merger among the Company, Eridania Beghin-Say, S.A.
and Cerestar USA, dated February 22, 1995................................
2.2 -- Stock Purchase Agreement between the Company, Eridania Beghin-Say, S.A.
and Cerestar USA, dated February 22, 1995................................
* 5.1 -- Opinion of Robert M. Stephan, Esq. ......................................
*23.1 -- Consent of Robert M. Stephan, Esq. -- Included in Exhibit 5.1............
*23.2 -- Consent of Coopers & Lybrand L.L.P. .....................................
24.1 -- Power of Attorney - Included on the Signature Page to the Registration
Statement................................................................
*99.1 -- Form of Subscription Right Certificate...................................
*99.2 -- Form of Instructions for Subscription Right Certificate..................
*99.3 -- Form of Notice of Guaranteed Delivery....................................
*99.4 -- Form of Subscription Agent Agreement.....................................
*99.5 -- Form of Letter to Shareholders...........................................
*99.6 -- Form of Letter to Securities Dealers, Commercial Banks, Trust Companies
and Other Nominees.......................................................
*99.7 -- Form of Certification and Request for Additional Rights..................
*99.8 -- Form of Letter to Clients from Securities Dealers, Commercial Banks,
Trust Companies and Other Nominees.......................................
</TABLE>
- ---------------
* Filed herewith
<PAGE> 1
Exhibit 5.1
[Letterhead of American Maize-Products Company]
March 16, 1995
American Maize-Products Company
250 Harbor Drive
Stamford, Connecticut 06902
Re: American Maize-Products Company
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary of American
Maize-Products Company, a Maine corporation (the "Company") and I have
participated in the preparation of the Company's Registration Statement on Form
S-3 (File No. 33-57863) (the "Registration Statement") relating to 757,943
shares of Class B Common Stock, $.80 par value per share (the "Shares") and
757,943 rights to purchase Shares (the "Rights"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act").
In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Restated
Articles of Incorporation and by-laws of the Company, as amended to date, (ii)
the Registration Statement and (iii) the applicable resolutions of the Board of
Directors of the Company. I have also examined and relied upon such other
documents, records or instruments as I have deemed necessary or appropriate as
a basis for the opinions hereinafter set forth. I have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to me as originals and the conformity to authentic
originals of all documents submitted as certified or photostatic copies. As to
any facts material to this opinion that I did not independently establish or
verify, I have relied upon statements and representations of officers and other
representatives of the Company and others. This opinion is exclusively for your
benefit solely in connection with the offering contemplated by the Registration
Statement.
<PAGE> 2
Based upon and subject to the foregoing, I am of the opinion that: (i) the
Shares have been duly authorized by the Company and, when issued and paid for
in accordance with the terms described in the Registration Statement, will be
validly issued, fully paid and non-assessable; and (ii) the Rights have been
duly authorized by the Company and when distributed to holders of Class B
Common Stock as of the applicable record date as described in the Registration
Statement, will be validly issued.
I hereby consent to the filing of this opinion as an exhibit in the
Registration Statement and the reference to me under the caption "Legal
Matters" in the Registration Statement. In giving such consent, I do not
thereby admit that I come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Robert M. Stephan
-----------------------
Robert M. Stephan
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
-------------------
To the Board of Directors and Stockholders of
American Maize-Products Company:
We consent to the reference in this registration statement of American
Maize-Products Company on Form S-3 (File No. 33-57863) to our Firm under the
caption "Experts."
/s/ COOPERS & LYBRAND L.L.P.
Stamford, Connecticut
March 15, 1995
<PAGE> 1
EXHIBIT 99.1
AMERICAN MAIZE-PRODUCTS COMPANY
SUBSCRIPTION RIGHT CERTIFICATE FOR SHARES OF CLASS B COMMON STOCK
American Maize-Products Company (the "Company") is conducting a rights
offering (the "Rights Offering") which entitles holders of Class B Common Stock
(the "Rights Holders") on March 3, 1995 (the "Record Date") to receive .435
nontransferable rights (the "Rights") for each share of Class B Common Stock
held of record on the Record Date. Each whole Right entitles the holder thereof
to subscribe for one share of Class B Common Stock (the "Subscription
Privilege") at a price of $40.00 per share (the "Subscription Price"). Rights
Holders are entitled to subscribe for all or any portion of the shares to which
they are entitled. The number of Rights distributed to each Rights Holder shall
be rounded up to the nearest whole number. No more than 757,943 shares of Class
B Common Stock will be issued upon the exercise of Rights. If Rights to purchase
in excess of 757,943 shares are exercised, the Company will allocate the 757,943
shares available for purchase to the exercising Rights Holders on a pro rata
basis, to the extent practicable.
Class B Common Stock not subscribed for pursuant to the Subscription
Privilege will be purchased, upon satisfaction of certain conditions, by
Cerestar USA, Inc., a Delaware corporation ("Cerestar USA") and a wholly-owned
subsidiary of Eridania Beghin-Say, S.A., a corporation organized under the laws
of France ("EBS"), pursuant to a Stock Purchase Agreement dated as of February
22, 1995 among the Company, EBS and Cerestar USA.
FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE RIGHTS
OFFERING, PLEASE REFER TO THE PROSPECTUS DATED MARCH 17, 1995 (THE
"PROSPECTUS"), WHICH IS INCORPORATED HEREIN BY REFERENCE. COPIES OF THE
PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE BANK OF NEW YORK. CAPITALIZED
TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE RESPECTIVE MEANINGS SET FORTH
IN THE PROSPECTUS.
THE SUBSCRIPTION RIGHT CERTIFICATE OR A PROPERLY COMPLETED NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE BANK OF NEW YORK (THE "SUBSCRIPTION
AGENT") WITH PAYMENT IN FULL BY 5:00 P.M., NEW YORK TIME, ON APRIL 10, 1995,
UNLESS EXTENDED IN THE SOLE DISCRETION OF THE COMPANY (AS IT MAY BE EXTENDED,
THE "TERMINATION TIME"). ANY RIGHTS NOT EXERCISED PRIOR TO THE TERMINATION TIME
WILL EXPIRE.
<TABLE>
<S> <C>
By Mail or Express Mail: By Hand or Overnight Courier:
The Bank of New York The Bank of New York
Attention: Tender & Exchange Department Attention: Tender & Exchange Department
P.O. Box 11248, Church Street Station 101 Barclay Street, Receive and Deliver Window
New York, New York 10286-1248 New York, New York 10286
</TABLE>
Full Payment of the Subscription Price per share for all shares of Class B
Common Stock subscribed for pursuant to the Subscription Privilege must be made
payable in United States Dollars by uncertified, certified or cashier's check,
bank draft or money order payable to the Bank of New York. Wire Transfer of this
amount may be directed to the Bank of New York, ABA #021000018, For Further
Credit to A/C 8900060603, Ref: AMERICAN MAIZE-PRODUCTS COMPANY. Indicate name of
the institution wire transferring funds:
-------------------------------------
ANY SUBSCRIPTION FOR SHARES OF CLASS B COMMON STOCK IN THE RIGHTS OFFERING
MADE HEREBY IS IRREVOCABLE.
Stock certificates for the shares of Class B Common Stock subscribed for
pursuant to the Subscription Privilege will be delivered as soon as practicable
after the Termination Time.
THESE SUBSCRIPTION RIGHTS ARE NON-TRANSFERABLE
<PAGE> 2
Subscription Certificate #:
---------------------------
Number of Rights:
---------------------------
Number of Shares of Class B
Common Stock available for Subscription:
---------------------------
INFORMATION: Complete Part 1 of the Subscription Right Certificate and, if
applicable, the Part 2 special delivery instructions, and SIGN THIS SUBSCRIPTION
RIGHT CERTIFICATE. If Rights are being exercised, complete the enclosed
Substitute Form W-9.
PART 1 -- SUBSCRIPTION FOR SHARES OF CLASS B COMMON STOCK IN THE RIGHTS
OFFERING: THE UNDERSIGNED HEREBY IRREVOCABLY SUBSCRIBES FOR SHARES OF CLASS B
COMMON STOCK IN THE RIGHTS OFFERING AS INDICATED BELOW, ON THE TERMS AND SUBJECT
TO THE CONDITIONS SPECIFIED HEREIN AND IN THE PROSPECTUS, RECEIPT OF WHICH IS
HEREBY ACKNOWLEDGED.
(a) Number of shares subscribed for pursuant to Rights:
-------------------
(b) Total Subscription Price (number of shares on line (a) multiplied by
the Subscription Price of $40.00): $
-------------------
- --------------------------------------------------------------------------------
PART 2 -- SPECIAL DELIVERY INSTRUCTIONS FOR RIGHTS HOLDERS: UNLESS OTHERWISE
INDICATED BELOW, THE SUBSCRIPTION AGENT IS HEREBY AUTHORIZED TO DELIVER
CERTIFICATES FOR CLASS B COMMON STOCK TO RIGHTS HOLDERS AT THE ADDRESS SET FORTH
ABOVE.
To be completed ONLY if the certificate representing the Class B Common
Stock is to be sent to an address other than that shown above. (See Paragraphs 2
and 3(b) of the Instructions)
Mail and deliver to:
<TABLE>
<S> <C>
Name: ----------------------------------- ------------------------------------------------------
(Please Print) Street Address
- ------------------------------------------------------ ------------------------------------------------------
City State Zip Code Social Security or Tax ID#
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ACKNOWLEDGMENT
THE SUBSCRIPTION RIGHT CERTIFICATE IS NOT VALID UNLESS YOU SIGN BELOW
I/We acknowledge receipt of the Prospectus and understand that after
delivery to the Company, I/we may not modify or revoke this order.
Under penalties of perjury, I/we certify that the information contained
herein, including the social security number or taxpayer identification number
given above, is correct.
The signature below must correspond with the name of the registered holder
exactly as it appears on the books of the Company's transfer agent without any
alteration or change whatsoever.
------------------------------------------------------------------------
------------------------------------------------------------------------
Signature(s) of Registered Holder
Dated:
---------------------------------------------------, 1995
If signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in
a fiduciary or representative capacity, please provide the following
information. See Instructions.
<TABLE>
<S> <C>
Name(s): --------------------------------------------- Daytime Phone ( ) -----------------------------
- ------------------------------------------------------ Evening Phone ( ) -----------------------------
(Please Print)
Capacity (Full Title) Social Security or Taxpayer ID#
--------------------------------- -------------------------
Address -----------------------------------------------
(Including Zip Code)
</TABLE>
- --------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
All Rights Holders who specify special delivery instructions pursuant to
Part 2 of this Subscription Right Certificate must have their signatures
guaranteed by an Eligible Institution. An "Eligible Institution" for this
purpose is a bank, stockbroker, savings and loan association and credit union
with membership in an approved signature guaranteed medallion program, pursuant
to Rule 17Ad-15 of the Securities Exchange Act of 1934.
<TABLE>
<S> <C>
Authorized Signature Name of Firm -----------------------------------------
-----------------------------------
Name ------------------------------------------------ Address ----------------------------------------------
Title ------------------------------------------------- Area Code and Telephone Number -----------------------
Dated: ------------------------------, 1995
</TABLE>
THE RIGHTS AND THE CLASS B COMMON STOCK ISSUABLE UPON EXERCISE THEREOF ARE NOT
SAVINGS ACCOUNTS OR DEPOSITS AND WILL NOT BE INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION.
<PAGE> 3
PAYER'S NAME:
<TABLE>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1: PLEASE PROVIDE YOUR TIN IN THE ---------------------------------
FORM W-9 BOX TO THE RIGHT AND CERTIFY BY SIGNING ---------------------------------
AND DATING BELOW Social Security Number OR
Employer Identification No.
--------------------------------------------------------------------------
PART 2: For Payees NOT subject to backup withholding under the provisions
of section 3406(a)(1)(C) of the Internal Revenue Code, see the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as
instructed therein.
--------------------------------------------------------------------------
Payer's Request for PART 3: Awaiting TIN / / Please see below
Taxpayer
Identification Number
(TIN)
- ----------------------------------------------------------------------------------------------------
CERTIFICATION. Under penalties of perjury, I certify that (1) the number above on this form is my
correct Taxpayer Identification Number (or I am waiting for a number to be issued to me, and (2) I
am not subject to backup withholding either because I am exempt from backup withholding, I have not
been notified by the IRS that I am subject to backup withholding as a result of a failure to report
all interest or dividends, or the IRS has notified me that I am no longer subject to backup
withholding.
Certification Instructions. You must cross out item (2) above if you have been notified by the IRS
that you are subject to backup withholding because of underreporting interest or dividends on your
tax return. However, if after being notified by the IRS that you were subject to backup
withholding, you received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (2). (Also see the enclosed Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9.)
- ----------------------------------------------------------------------------------------------------
SIGNATURE DATE
-------------------------------------------------------- --------------------
NAME
--------------------------------------------------------------------------------------------------
(PLEASE PRINT)
ADDRESS
--------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- ----------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY DIVIDEND PAYMENTS MADE TO YOU ON SHARES OF CLASS B COMMON
STOCK ISSUED UPON EXERCISE OF THE RIGHTS. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
<PAGE> 4
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate IRS
Center or Social Security Administration Office or (b) I intend to mail or
deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number within sixty (60) days, 31% of all
reportable dividend payments made to me thereafter on shares of Class B Common
Stock issued upon exercise of the Rights will be withheld until I provide a
taxpayer identification number.
<TABLE>
<S> <C>
------------------------------------------------- -------------------------------------------
Signature Date
-------------------------------------------------
Name (Please Print)
</TABLE>
- --------------------------------------------------------------------------------
<PAGE> 1
EXHIBIT 99.2
INSTRUCTIONS AS TO USE OF AMERICAN MAIZE-PRODUCTS
COMPANY SUBSCRIPTION RIGHT CERTIFICATE
The following instructions relate to a rights offering (the "Rights
Offering") being conducted by American Maize-Products Company, a Maine
corporation (the "Company"), with respect to shares of its Class B Common Stock,
$.80 par value (the "Class B Common Stock"), as described below and in the
Company's Prospectus dated March 17, 1995 (the "Prospectus"). Capitalized terms
used but not defined herein shall have the respective meanings set forth in the
Prospectus.
The Company is offering up to 757,943 shares of its Class B Common Stock to
holders of record (the "Rights Holders") of Class B Common Stock as of the close
of business on March 3, 1995 (the "Record Date") pursuant to nontransferable
subscription rights (each, a "Right"). Each Record Holder will receive .435
Rights for each share of Class B Common Stock held of record on the Record Date.
Each Right entitles the Rights Holder to purchase one share of Class B Common
Stock at the Subscription Price of $40.00 per share (the "Subscription Price").
Rights Holders are entitled to subscribe for all, or any portion of, the shares
of Class B Common Stock underlying their Rights. Cerestar USA, Inc., a Delaware
corporation ("Cerestar USA") and a wholly-owned subsidiary of Eridania
Beghin-Say, S.A., a corporation organized under the laws of France ("EBS"), has
agreed, subject to the terms and conditions of a Stock Purchase Agreement dated
as of February 22, 1995 among the Company, EBS and Cerestar USA, to purchase at
the Subscription Price, shares of Class B Common Stock not subscribed for and
purchased by Rights Holders ("Excess Shares").
No fractional Rights or cash in lieu thereof will be issued or paid. The
number of Rights distributed by the Company has been rounded up to the nearest
whole number in order to avoid issuing fractional Rights. No more than 757,943
shares of Class B Common Stock will be issued upon exercise of Rights. If Rights
to purchase in excess of 757,943 shares are exercised, the Company will allocate
the 757,943 shares available for purchase to the exercising Rights Holders on a
pro rata basis, to the extent practicable.
The Rights Offering will expire at 5:00 p.m., New York time, on April 10,
1995, unless extended at the discretion of the Company (as it may be extended,
the "Termination Time").
YOUR SUBSCRIPTION RIGHT CERTIFICATE OR NOTICE OF GUARANTEED DELIVERY MUST
BE RECEIVED BY THE SUBSCRIPTION AGENT, INCLUDING FINAL CLEARANCE OF ANY CHECKS,
AT OR BEFORE 5:00 P.M., NEW YORK TIME, ON APRIL 10, 1995. YOU MAY NOT REVOKE ANY
SUBSCRIPTION MADE PURSUANT TO AN EXECUTED SUBSCRIPTION RIGHT CERTIFICATE.
1. TO EXERCISE RIGHTS.
To subscribe for shares in the Rights Offering, complete Part 1 of the
Subscription Right Certificate. Send your properly completed and executed
Subscription Right Certificate, together with payment in full of the
Subscription Price for each share of Class B Common Stock subscribed for, to The
Bank of New York, as Subscription Agent (the "Subscription Agent"). Payment of
the Subscription Price must be made for the full number of shares of Class B
Common Stock being subscribed for in U.S. dollars (a) by check or bank draft
drawn upon a U.S. Bank, or postal, telegraphic or express money order, in each
case payable to The Bank of New York, as Subscription Agent or (b) by wire
transfer of funds to the account maintained by the Subscription Agent for such
purpose at The Bank of New York, ABA #021000018, for Further Credit to A/C
8900060603, Ref: American Maize-Products Company. The Subscription Price will be
deemed to have been received by the Subscription Agent only upon (i) clearance
of any uncertified check, (ii) receipt by the Subscription Agent of any
certified check, bank draft or of any postal, telegraphic or express money order
or (iii) receipt of collected funds in the Subscription Agent's account
designated above. If paying by uncertified personal check, please note that the
funds paid thereby may take at least five business days to clear. Accordingly,
subscribers who wish to pay the Subscription Price by means of uncertified
personal check are urged to make payment sufficiently in advance of the
Termination Time to ensure that such payment is
<PAGE> 2
received and clears by such time and are urged to consider, in the alternative,
payment by means of certified check, bank draft, money order or wire transfer of
funds. You may also cause a written guarantee (the "Notice of Guaranteed
Delivery") from a member firm of a registered national securities exchange or a
member of the National Association of Securities Dealers, Inc., or from a
commercial bank or trust company having an office or correspondent in the United
States (each of the foregoing being an "Eligible Institution"), to be received
by the Subscription Agent at or prior to the Termination Time together with
payment in full of the applicable Subscription Price. Such Notice of Guaranteed
Delivery must state your name, the number of Rights represented by your
Subscription Right Certificate and the number of Rights being exercised pursuant
to the Subscription Privilege and will guarantee the delivery to the
Subscription Agent of your properly completed and executed Subscription Right
Certificate within five business days following the date of the Notice of
Guaranteed Delivery. If this procedure is followed, your Subscription Right
Certificate must be received by the Subscription Agent within five business days
of the date of the Notice of Guaranteed Delivery. Additional copies of the
Notice of Guaranteed Delivery may be obtained upon request from the Subscription
Agent at the address, or by calling the telephone number, indicated below.
Rights Holders who hold shares of Class B Common Stock for the account of
others, such as brokers, trustees or depositaries for securities, should notify
the respective beneficial owners of such shares as soon as possible to ascertain
such beneficial owners' intentions and to obtain instructions with respect to
the Rights. If such a beneficial owner so instructs, the Rights Holder of such
Rights should complete a Subscription Right Certificate and submit it to the
Subscription Agent with the proper payment. In addition, beneficial owners of
Class B Common Stock held through such a nominee holder should contact the
holder and request the holder to effect transactions in accordance with the
beneficial owners' instructions.
The addresses of the Subscription Agent are as follows:
BY FIRST CLASS MAIL:
The Bank of New York
Attention: Tender and Exchange Department
P.O. Box 11248
Church Street Station
New York, New York 10286-1248
BY HAND OR OVERNIGHT COURIER:
The Bank of New York
Attention: Tender and Exchange Department
101 Barclay Street
Receive & Deliver Window
New York, New York 10286
BY FACSIMILE (Payment must be sent by one of the methods described above or
by wire transfer to the account designated above):
The Bank of New York
Attention: Tender & Exchange Department
telecopier: (212) 815-6213
The Subscription Agent's telephone number is (800) 507-9357.
If the aggregate Subscription Price enclosed or transmitted by a Rights
Holder is insufficient to purchase the number of shares of Class B Common Stock
indicated in paragraph (a) of Part 1 of the Subscription Right Certificate, or
if the number of shares of Class B Common Stock being subscribed for is not
specified, then the Rights Holder will be deemed to have exercised such Rights
Holder's Rights (if not already fully exercised) to purchase shares of Class B
Common Stock to the full extent of the payment tendered. If the aggregate
Subscription Price paid by a Rights Holder exceeds the amount necessary to
purchase the number of shares of Class B Common Stock for which the Rights
Holder has indicated an intention to subscribe, the
<PAGE> 3
Rights Holder will receive promptly by mail a refund equal to the excess payment
without interest or deduction.
2. DELIVERY OF STOCK CERTIFICATES, ETC.
Issuances and deliveries of stock certificates will be made to the
registered Rights Holder at the address shown on the face of the Subscription
Right Certificate unless instructions for special delivery to the contrary are
specified in Part 2 of the Subscription Right Certificate.
3. SIGNATURES.
(a) Signatures by Registered Holder. The signature on the Subscription
Right Certificate must correspond with the name of the registered Rights Holder
exactly as it appears on the books of the Company's transfer agent without any
alteration or change whatsoever. Persons who sign the Subscription Right
Certificate in a representative or other fiduciary capacity must indicate their
capacity when signing and, unless waived by the Subscription Agent in its sole
and absolute discretion, must present to the Subscription Agent satisfactory
evidence of their authority to so act.
(b) Signature Guarantees. All Rights Holders, other than Eligible
Institutions, who specify special delivery instructions pursuant to Part 2 of
the Subscription Right Certificate, must have their signatures guaranteed by an
Eligible Institution. An "Eligible Institution" for this purpose is a bank,
stock broker, savings and loan association and credit union with membership in
an approved signature guaranteed medallion program, pursuant to Rule 17Ad-15 of
the Securities Exchange Act of 1934.
4. METHOD OF DELIVERY.
The method of delivery of Subscription Right Certificates and payment of
the Subscription Price to the Subscription Agent will be at the election and
risk of subscribers, but, if sent by mail, it is recommended that they be sent
by registered mail, properly insured, with return receipt requested, and that a
sufficient number of days be allowed to ensure delivery to the Subscription
Agent and the clearance of any uncertified personal checks sent in payment of
the Subscription Price prior to 5:00 p.m., New York time, on April 10, 1995.
5. SPECIAL PROVISIONS RELATING TO THE DELIVERY OF RIGHTS THROUGH THE DEPOSITORY
TRUST COMPANY.
In the case of holders of Rights that are held of record through The
Depository Trust Company ("DTC"), exercises of the Subscription Privilege may be
effected by instructing DTC to transfer Rights (such Rights being "DTC Exercised
Rights") from the DTC account of such holder to the DTC account of the
Subscription Agent, together with payment of the Subscription Price for each
Underlying Share subscribed for pursuant to the Subscription Privilege.
6. SUBSTITUTE W-9.
Each Rights Holder who elects to exercise Rights should provide the
Subscription Agent with a correct Taxpayer Identification Number on the
Substitute Form W-9 included with the Subscription Right Certificate. Additional
copies of the Substitute Form W-9 may be obtained upon request from the
Subscription Agent. Failure to provide the information on the Substitute Form
W-9 may subject such Rights Holder to a $50 penalty and to a 31% Federal income
tax withholding with respect to dividends that may be paid by the Company on
shares of Class B Common Stock purchased upon the exercise of Rights (for those
Rights Holders exercising Rights). For more information, see "Important Tax
Information" attached as Exhibit A hereto.
<PAGE> 4
7. IRREGULARITIES.
All questions concerning the timeliness, validity, form and eligibility of
Subscription Right Certificates received or any exercise of Subscription Rights
will be determined by the Company whose determination will be final and binding.
The Company, in its sole discretion, may waive any defect or irregularity, or
permit a defect or irregularity to be corrected within such time as it may
determine, or reject the purported subscription for shares of Class B Common
Stock. Subscription Right Certificates will not be deemed to have been received
or accepted until all irregularities have been waived or cured within such time
as the Company determines, in its sole discretion. Neither the Company nor the
Subscription Agent will be under any duty to give notification of any defect or
irregularity in connection with the submission of Subscription Right
Certificates or incur any liability for failure to give such notification.
<PAGE> 5
EXHIBIT A
IMPORTANT TAX INFORMATION
Under the U.S. Federal income tax law, dividend payments that may be made
by the Company on shares of Class B Common Stock issued upon the exercise of
Rights may be subject to backup withholding, and each Rights Holder who
exercises Rights should provide the Subscription Agent (as the Company's agent,
in respect of exercised Rights) with such Rights Holder's correct taxpayer
identification number on the Substitute Form W-9 included with the Subscription
Right Certificate. If such Rights Holder is an individual, the taxpayer
identification number is his or her social security number. If the Subscription
Agent is not provided with the correct taxpayer identification number, dividend
payments made to the Rights Holder on shares of Class B Common Stock issued upon
exercise of the Rights may be subject to backup withholding and the Rights
Holder may be subject to a $50 penalty imposed by the Internal Revenue Service.
Exempt Rights Holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
information reporting requirements. In general, for a foreign individual to
qualify as an exempt recipient, the Rights Holder must submit a statement,
signed under the penalties of perjury, attesting to that individual's exempt
status. Such statements can be obtained from the Subscription Agent. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions.
If backup withholding applies, the Company or the Subscription Agent, as
the case may be, will be required to withhold 31% of any dividend payments made
to the Rights Holder on shares of Class B Common Stock issued upon exercise of
the Rights. Backup withholding is not an additional tax. Rather, the tax
liability of persons subject to backup withholding will be reduced by the amount
of tax withheld. If withholding results in an overpayment of taxes, a refund may
be obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding, the Rights Holder is required to notify the
Subscription Agent of his or her correct taxpayer identification number by
completing the Substitute Form W-9 included with the Subscription Right
Certificate certifying that the taxpayer identification number provided on
Substitute Form W-9 is correct (or that such Rights Holder is awaiting a
taxpayer identification number) and certifying that (1) the Rights Holder has
not been notified by the Internal Revenue Service that such Rights Holder is
subject to backup withholding as a result of failure to report all interest or
dividends or (2) the Internal Revenue Service has notified the Rights Holder
that such Rights Holder is no longer subject to backup withholding, or
certifying in accordance with the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 that such Rights Holder is
exempt from backup withholding.
WHAT NUMBER TO GIVE THE SUBSCRIPTION AGENT
The Rights Holder is required to furnish the Subscription Agent such Rights
Holder's social security number or employer identification number. If the Rights
are in more than one name or are not in the name of the actual owner, consult
the enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional guidance on which number to report. If the
Rights Holder has not been issued a taxpayer identification number and has
applied for a number or intends to apply for a number in the near future, the
Rights Holder should check the box in Part 3 of Substitute Form W-9, and sign
and date the Substitute Form W-9. If the box in Part 3 is checked and the
Subscription Agent is not provided with a taxpayer identification number within
sixty (60) days, 31% of all reportable dividend payments made thereafter on
shares of Class B Common Stock upon exercise of the Rights will be withheld
until a taxpayer identification number is provided.
<PAGE> 6
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the
Payer. Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GIVE THE NAME AND
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY NUMBER OF:
<C> <S> <C>
- ----------------------------------------------------------------------------------------------
1. Individual The individual
2. Two or more individuals (joint account) The actual owner of the account or, if
combined funds, the first individual on the
account(1)
3. Custodian account of a minor The minor(2)
4. a. The usual revocable savings trust The grantor-trustee(1)
(grantor is also trustee)
b. The so-called trust account that is not The actual owner(1)
a legal or valid trust under state law
5. Sole proprietorship The owner(4)
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GIVE THE NAME AND
EMPLOYER IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF:
<C> <S> <C>
- ----------------------------------------------------------------------------------------------
6. A valid trust, estate or pension trust Legal entity (do not furnish the
identification number of the personal
representative or trustee unless the legal
entity itself is not designated in the
account title)(3)
7. Corporation The corporation
8. Association, club, religious, charitable, The organization
education or other tax-exempt organization
9. Partnership The partnership
10. A broker or registered nominee The broker or nominee
11. Account with the Department of Agriculture The public entity
in the name of a public entity (such as a
State or local government, school district,
or prison) that receives agricultural
program payments
</TABLE>
- --------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) List first and circle the name of the legal trust, estate or pension trust.
(4) Show the name of the owner.
Note: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 7
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include
the following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a) of the Internal
Revenue Code (the "Code"), or an individual retirement plan, or a
custodial account under section 403(b)(7) of the Code.
- The United States or an agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency or instrumentality thereof.
- A dealer in securities or commodities registered in the United States or a
possession of the United States.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a) of the Code.
- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1) of the Code.
- An entity registered at all times under the Investment Company Act of
1940.
- A foreign central bank of issue.
Payment of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441
of the Code.
- Payments to partnerships not engaged in a trade or business in the United
States and which have at least one nonresident partner.
- Payments or patronage dividends where the amount received is not paid in
money.
- Payments made to a nominee.
- Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852 of the Code).
- Payments described in section 6049(b)(5) of the Code to nonresident
aliens.
- Payments made to a nominee.
- Payments on tax-free covenant bonds under section 1451 of the Code.
- Mortgage interest paid to you.
- Payments made to certain foreign organizations.
Exempt payers described above should file the Substitute Form W-9 included
with the Subscription Right Certificate to avoid possible erroneous backup
withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION
NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND
RETURN IT TO THE PAYER.
Payments that are not subject to information reporting are also not subject
to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044,
6045, 6049, 6050A and 6050N of the Code and the regulations thereunder.
PRIVACY ACT NOTICE
Section 6109 of the Code requires most recipients of dividends, interest, or
other payments to give taxpayer identification numbers to payers who must report
the payments to the IRS. The IRS uses the numbers for identification purposes
and to help verify the accuracy of your tax return. Payers must be given the
numbers whether or not recipients are required to file tax returns. Payers must
generally withhold 31% of taxable interest, dividends, and certain other
payments to a payee who does not furnish a taxpayer identification number to a
payer. Certain penalties may also apply.
PENALTIES
(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you
fail to furnish your correct taxpayer identification number to a requester, you
are subject to a penalty of $50 for each such failure unless your failure is due
to reasonable cause and not to willful neglect.
(2) Civil Penalty for False Information With Respect to Withholding. If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information. Falsifying certifications
or affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT
OR THE INTERNAL REVENUE SERVICE
<PAGE> 1
EXHIBIT 99.3
NOTICE OF GUARANTEED DELIVERY
FOR
SUBSCRIPTION RIGHT CERTIFICATES
ISSUED BY
AMERICAN MAIZE-PRODUCTS COMPANY
This form, or one substantially equivalent hereto, must be used to exercise
Rights pursuant to the Subscription Privilege pursuant to the Rights Offering
described in the Prospectus dated March 17, 1995 (the "Prospectus") of American
Maize-Products Company, a Maine corporation (the "Company"), if a holder of
Rights cannot deliver the Subscription Right Certificate(s) evidencing the
Rights (the "Subscription Right Certificate(s)"), to the Subscription Agent
listed below (the "Subscription Agent") at or prior to 5:00 p.m. New York City
time on April 10, 1995 (the "Termination Time"). Such form must be delivered by
hand or sent by facsimile transmission or mail to the Subscription Agent, and
must be received by the Subscription Agent on or prior to the Termination Time.
See "The Rights Offering -- Exercise of Rights" in the Prospectus. Payment of
the Subscription Price of $40.00 per share for each share of the Company's Class
B Common Stock subscribed for upon exercise of such Rights must be received by
the Subscription Agent in the manner specified in the Prospectus at or prior to
the Termination Time even if the Subscription Right Certificate evidencing such
Rights is being delivered pursuant to the procedure for guaranteed delivery
thereof.
The Subscription Agent is:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
By Mail: Facsimile Transmission: By Hand or Overnight Courier:
P.O. Box 11248 (212) 815-6213 101 Barclay Street
Church Street Station Attention: Tender and Receive & Deliver Window
New York, New York 10286-1248 Exchange Department New York, New York 10286
Attention: Tender and Attention: Tender and
Exchange Department Exchange Department
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY.
<PAGE> 2
Gentlemen:
The undersigned hereby represents that he or she is the holder of a
Subscription Right Certificate(s) representing Rights and that such
Subscription Right Certificate(s) cannot be delivered to the Subscription Agent
at or before the Termination Time. Upon the terms and subject to the condition
set forth in the Prospectus, receipt of which is hereby acknowledged, the
undersigned hereby elects to exercise (i) the Subscription Privilege to
subscribe for one share of Class B Common Stock per Right with respect to each
of Rights represented by such Subscription Right Certificate. The
undersigned understands that payment of the Subscription Price of $40.00 per
share for each share of Class B Common Stock subscribed for pursuant to the
Subscription Privilege must be received by the Subscription Agent at or before
the Termination Time and represents that such payment, in the aggregate amount
of $ , either (check appropriate box):
/ / is delivered herewith
or
/ / was delivered separately;
in the manner set forth below (check appropriate box and complete information
relating thereto):
/ / wire transfer of funds
-- name of transferor institution
- ----------------
-- date of transfer
- -------------------------------
-- confirmation number (if available)
- ---------
/ / uncertified check (payment by uncertified check will not be deemed to have
been received by the Subscription Agent until such check has cleared.
Holders paying by such means are urged to make payment sufficiently in
advance of the Termination Time to ensure that such payment clears by such
time.)
/ / certified check
/ / bank draft (cashier's check)
/ / money order
-- name of maker
- -------------------------------
-- date and number of check, draft or money order number
------------------------------------------------------
(date) (number)
-- bank on which check is drawn or issuer of
money order
---------------------------------------
Signature(s)
- ---------------------------------------
Address
- --------------------------------------------
Name(s)
- -------------------------------------------
Please Type or Print Area Code
and Tel. No(s).
- ------------------------------------
Subscription Right Certificate
No(s). (if available)
- -------------------------------
<PAGE> 3
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SUBSCRIPTION RIGHT CERTIFICATE SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc. or a commercial bank
or trust company having an office or correspondent in the United States,
guarantees that the undersigned will deliver to the Subscription Agent the
certificates representing the Rights being exercised hereby, with any required
signature guarantees and any other required documents, all within five business
days after the date hereof.
Dated: 1995
---------------------------------------,
- ------------------------------------------------------
(Name of Firm)
- ------------------------------------------------------
(Address)
- ------------------------------------------------------
(Area Code and Telephone Number)
- ------------------------------------------------------
(Authorized Signature)
The institution which completes this form must communicate the guarantee to
the Subscription Agent and must deliver the Subscription Right Certificate(s) to
the Subscription Agent within the time period shown herein. Failure to do so
could result in a financial loss to such institution.
<PAGE> 1
Exhibit 99.4
SUBSCRIPTION AGENT AGREEMENT
This SUBSCRIPTION AGENT AGREEMENT (the "Agreement") is made
and entered into as of March 17, 1995, by and between American Maize-Products
Company, a Maine corporation (the "Company"), and The Bank of New York, a New
York banking corporation (the "Subscription Agent"), with reference to the
following:
A. The Company has filed with the Securities and
Exchange Commission (the "Commission"), under the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder
(collectively the "1933 Act"), a Registration Statement on Form S-3, No.
33-57863 (in the form in which it first becomes effective under the 1933 Act,
and as it may thereafter be amended, the "Registration Statement"), relating to
the proposed distribution by the Company of nontransferable subscription rights
(the "Rights") to holders of record ("Rights Holders") of shares of Class B
common stock, $.80 par value, of the Company (the "Class B Common Stock") as of
the close of business on March 3, 1995 (the "Record Date"), at a rate of .435
Rights for each share of Class B Common Stock held on the Record Date, and the
proposed sale of 757,943 newly-issued or treasury shares (the "Underlying
Shares") of Class B Common Stock upon the exercise of Rights (collectively, the
"Offering").
B. Rights Holders will be entitled to subscribe to
purchase (the "Offering") one Underlying Share for each whole Right (the
"Subscription Privilege") at a per share price (the "Subscription Price") of
$40.00, as set forth in the prospectus which forms a part of the Registration
Statement (in the form in which the Registration Statement first becomes
effective, and as thereafter amended or supplemented by post-effective
amendment to the Registration Statement, the "Prospectus").OPi
C. The Company wishes the Subscription Agent to act on
its behalf in connection with the Offering as set forth herein, and the
Subscription Agent is willing so to act.
NOW, THEREFORE, the parties hereby agree as follows:
SECTION 1. APPOINTMENT OF SUBSCRIPTION AGENT. The Company
hereby appoints the Subscription Agent to act as agent in accordance with the
instructions set forth in this Agreement, and the Subscription Agent hereby
accepts such appointment and shall take such actions as may be necessary to
effectuate the terms of this Agreement. The Company may from time to time
appoint co-subscription agents as it may deem necessary or desirable.
SECTION 2. RIGHT AND ISSUANCE OF SUBSCRIPTION RIGHT
CERTIFICATES.
(a) Each Subscription Right Certificate shall evidence the
Rights of the Rights Holder therein named to purchase shares of Class B Common
Stock upon the terms and conditions therein and herein set forth.
(b) Upon the written authorization of the Company, signed
by any of its duly authorized officers, as to the Record Date, the Subscription
Agent shall, from a list of the Rights Holders of Class B Common Stock to be
prepared by the Subscription Agent in its capacity as Transfer Agent of the
Company, prepare and record Subscription Right Certificates in the names of the
Rights Holders, setting forth the number of Rights to subscribe for shares of
the Class B Common Stock calculated on the basis of .435 Rights for each share
of Class B
<PAGE> 2
Common Stock recorded on the books in the name of each such Rights Holder. The
number of Rights distributed to each Rights Holder shall be rounded up to the
nearest whole number. No Subscription Right Certificate may be divided in such
a way as to permit the holder of such certificate to receive a greater number
of Rights than the number to which such Subscription Right Certificate entitles
its holder, except that a registered broker-dealer, commercial bank or trust
company, securities depository or participant therein, or nominee therefor
(each, a "Qualified Financial Institution") holding shares of Class B Common
Stock on the Record Date for more than one beneficial owner may, upon delivery
of a duly completed and executed Certification and Request for Additional
Rights, substantially in the form attached hereto as Exhibit A, to the
Subscription Agent on or before 5:00 p.m., New York time, on April 3, 1995,
exchange its Subscription Right Certificate to obtain a Subscription Right
Certificate for the number of rights to which all such beneficial owners in the
aggregate would have been entitled had each been a Rights Holder. The
Subscription Agent will, upon request, promptly deliver to each person making a
request therefor a form of the Certification and Request for Additional Rights
referred to in the preceding sentence. No fractional Rights will be issued
upon exchange of a Subscription Right Certificate, and any requests to exchange
a Subscription Right Certificate that would result in the issuance of fractional
Rights will be rejected.
(c) Upon the oral or written advice as to the effective
date of the Registration Statement, the Subscription Agent shall promptly
deliver the Subscription Right Certificates, together with a copy of the
Prospectus, Instructions as to the use of the Subscription Right Certificates
and any other document as the Company deems necessary or appropriate, to all
shareholders with record addresses in the United States (including its
territories and possessions and the District of Columbia). No Subscription
Right Certificate shall be valid for any purpose unless so executed.
SECTION 3. MUTILATED, DESTROYED, LOST OR STOLEN SUBSCRIPTION RIGHT
CERTIFICATES. Upon receipt by the Company and the Subscription Agent of
evidence satisfactory to them of the loss, theft, destruction or mutilation of
a Subscription Right Certificate, and, in case of loss, theft or destruction,
of indemnity and/or security satisfactory to them, in their sole discretion,
and reimbursement to the Company and the Subscription Agent of all expenses
incidental thereto, and upon surrender and cancellation of the Subscription
Right Certificate, if mutilated, the Subscription Agent will make and deliver a
new Subscription Right Certificate of like tenor to the registered Rights
Holder in lieu of the Subscription Right Certificate so lost, stolen, destroyed
or mutilated. If required by the Company or the Subscription Agent, an
indemnity bond must be sufficient in the judgment of each party to protect the
Company, the Subscription Agent or any agent thereof from any loss which any of
them may suffer if a lost, stolen, destroyed or mutilated Subscription Right
Certificate is replaced.
SECTION 4. EXERCISE OF RIGHTS; EXERCISE PRICE; TERMINATION
TIME; LIMITATIONS.
(a) A Rights Holder may exercise Rights held by such
Rights Holder by properly completing, signing and delivering the Subscription
Right Certificate representing such Rights, with any required signature
guarantees, together with payment in full of the Subscription Price for the
aggregate number of Underlying Shares subscribed for pursuant to such Rights
Holder's exercise of the Subscription Privilege. Subscription Right
Certificates and payment of the Subscription Price must be received by the
Subscription Agent before 5:00 p.m., New York time, on April 10, 1995, or such
later time and date to which the Rights may be extended by the Company at its
option (the "Termination Time"), and a Right will not be deemed exercised until
the Subscription Agent receives both payment of the Subscription Price and a
duly executed Subscription Right Certificate. Notwithstanding the foregoing
regarding
2
<PAGE> 3
delivery of an executed Subscription Right Certificate to the Subscription
Agent prior to the Termination Time, if prior to such time the Subscription
Agent receives a Notice of Guaranteed Delivery, substantially in the form
attached hereto as Exhibit B, by facsimile (telecopy) or otherwise from a
member firm of a registered national securities exchange or a member of the
National Association of Securities Dealers, Inc., or from a commercial bank or
trust company having an office or correspondent in the United States (each, an
"Eligible Institution") guaranteeing delivery of a properly completed and
executed Subscription Right Certificate, then such exercise of the Subscription
Privilege shall be regarded as timely, subject, however, to receipt of (i) the
duly executed Subscription Right Certificate by the Subscription Agent within
five business days after the date of the Notice of Guaranteed Delivery and
(ii) payment in full of the Subscription Price prior to the Termination Time.
Once a Rights Holder has exercised a Right, such exercise may not be revoked.
The Rights will expire at the Termination Time. The Company may notify the
Subscription Agent either orally or in writing of any extension of the
Termination Time.
(b) Underlying Shares to be issued pursuant to the
exercise of Rights are to be registered in the name of the registered holder of
the Subscription Right Certificate. Delivery of the stock certificates are to
be to the registered holder of the Subscription Right Certificate unless
otherwise indicated in the Subscription Right Certificate, in which case,
signatures on such Subscription Right Certificate must be guaranteed by an
Eligible Guarantor Institution, as defined in Rule 17Ad-15(a)(2) of the
Securities Exchange Act of 1934.
(c) The Subscription Price will be payable in United
States dollars (i) by check, certified check or bank draft drawn upon a United
States bank, or postal, telegraphic or express money order, payable to the
order of the Subscription Agent, or (ii) by wire transfer of funds to the
account of the Subscription Agent, as agent for the Company maintained for such
purpose at The Bank of New York, ABA #021000018, for Further Credit to A/C
8900060603, Ref: American Maize-Products Company. The Subscription Price will
be deemed to have been received by the Subscription Agent only upon (i)
clearance of any uncertified check, (ii) receipt by the Subscription Agent of
any certified check or bank draft drawn upon a United States bank, or any
postal, telegraphic or express money order, or (iii) receipt of collected funds
in the Subscription Agent's account designated above, in payment of the
Subscription Price.
(d) If a Subscription Right Certificate does not indicate
the number of Underlying Shares subscribed for or if the Subscription Price
payment forwarded to the Subscription Agent is insufficient to purchase the
number of Underlying Shares subscribed for, the Rights Holder will be deemed to
have exercised the Subscription Privilege with respect to the maximum number of
whole Underlying Shares that may be subscribed for based on the Subscription
Price delivered to the Subscription Agent; and to the extent that the payment
delivered by such Rights Holder exceeds the aggregate Subscription Price with
respect to the Subscription Privilege, the excess amount will be returned to
the Rights Holder.
(e) The Subscription Agent will deposit promptly in an
investment account (the "Investment Account") all funds received by the
Subscription Agent in payment of the Subscription Price for Underlying Shares
subscribed for pursuant to the Subscription Privilege. The Subscription Agent
shall invest the funds in interest-bearing investments, which may include bank
certificates of deposit, United States Treasury securities or money-market
investments, and pay all interest to the Company after completion of the
Offering or, in the event the Offering is terminated, furnish such interest to
the Company promptly after subscription funds are returned to Rights Holders.
All interest earned on the Investment Account shall inure solely to the benefit
of the Company and the Rights Holders shall not be entitled to any such funds.
As soon as practicable after the completion of the Offering, the
3
<PAGE> 4
Subscription Agent will deliver all proceeds from the Offering to the Company
together with any interest thereon.
SECTION 5. DELIVERY OF STOCK CERTIFICATES; REFUNDS. As soon
as practicable after the valid exercise of Rights (for purposes hereof an
exercise will not be treated as valid until such time as the Subscription Agent
receives good funds), the Subscription Agent shall send to each exercising
shareholder (an "Exercising Shareholder") (or, if shares of any Class B Common
Stock on the Record Date are held by The Depository Trust Company, ("DTC") or
any other depository or nominee (together with the DTC, "Nominees"), to such
Nominee) the share certificates representing the shares of Class B Common Stock
acquired pursuant to the Subscription Privilege as well as a copy of the
Prospectus, unless a Prospectus was previously delivered to such Exercising
Shareholder.
SECTION 6. FRACTIONAL RIGHTS AND SHARES. No fractional
Rights or cash in lieu thereof will be issued or paid. The number of Rights
distributed to each Rights Holder or beneficial owner holding through a
Qualified Financial Institution that complies with the procedures set forth in
Section 2(b) above will be rounded up to the next whole number. No more than
757,943 shares of Class B Common Stock will be issued upon the exercise of the
Rights. If Rights to purchase in excess of 757,943 shares are exercised, the
Company will allocate the 757,943 shares available for purchase to the
exercising Rights Holders on a pro rata basis, to the extent practicable. All
questions as to the validity and eligibility of any rounding of fractional
Rights (including, without limitation, in connection with the surrender by a
Qualified Financial Institution of a Subscription Right Certificate, as set
forth in Section 2(b) hereof) will be determined by the Company in its sole
discretion, and its determination will be final and binding.
SECTION 7. FOREIGN AND CERTAIN OTHER SHAREHOLDERS.
Subscription Right Certificates will not be mailed to Rights Holders whose
registered addresses are outside the United States and Canada or who have an
APO or FPO address (collectively, "Foreign Rights Holders"). Subscription
Right Certificates evidencing Rights otherwise distributable to Foreign Rights
Holders will be delivered to the Subscription Agent, which will hold such
Subscription Right Certificates for the account of such Foreign Rights Holders
and upon notice from such Foreign Rights Holders will exercise the Rights on
their behalf. To so exercise their Rights, Foreign Rights Holders must notify
the Subscription Agent not later than 5:00 p.m., New York time, on April 3,
1995. If no such instructions have been received by the Subscription Agent by
such time, the Subscription Agent will not exercise such Rights, and such
Rights will expire valueless.
SECTION 8. AMENDMENTS AND WAIVERS; TERMINATION.
(a) The Company reserves the right to extend the
Termination Time, and to amend the terms and conditions of the Offering,
whether the amended terms are more or less favorable to Rights Holders.
(b) All questions as to the validity, form, eligibility
(including time of receipt and record ownership) and acceptance of any exercise
of Rights will be determined by the Company, in its sole discretion, and the
Company reserves the right to reject any exercise if such exercise is not in
accordance with the terms of the Offering or is not in proper form, or if the
acceptance thereof or the issuance of Underlying Shares pursuant thereto could
be deemed unlawful. The Company also reserves the right to waive any
deficiency or irregularity (including, without limitation, any deficiency with
respect to time of receipt of a Subscription Right Certificate or the
Subscription Price for all Underlying Shares subscribed for pursuant thereto)
or to permit a defect or irregularity to be corrected within such time as it
may determine. Subscriptions will not be deemed to have been received or
accepted until all
4
<PAGE> 5
irregularities have been waived or cured within such time as the Company
determines in its sole discretion. Neither the Company nor the Subscription
Agent will be under any duty to give notification of any defect or irregularity
in connection with the submission of a Subscription Right Certificate or incur
any liability for failure to give such notification.
(c) The Subscription Agent is hereby authorized and
directed to accept instructions with respect to the performance of its duties
hereunder from the Chairman of the Board, the President, the Chief Executive
Officer, the Chief Financial Officer or the Secretary or any other person
designated by any of them, and to apply to such officers for advice or
instructions in connection with its duties, and it will not be liable for any
action taken or suffered to be taken by it in good faith in accordance with the
instructions of any such officer.
SECTION 9. REPORTS. The Subscription Agent will notify the
Company and its designated representatives by telephone each business day
during the period commencing on March 21, 1995, and ending at the Termination
Time, which notice will thereafter be confirmed in writing, of (i) the number
of Rights exercised each day, (ii) the number of Underlying Shares subscribed
for pursuant to the Subscription Privilege each day and the number of such
shares for which payment has been received, (iii) the number of Rights for
which a defective Subscription Right Certificate has been received each day,
(iv) the number of requests from Qualified Financial Institutions holding
Rights on behalf of more than one beneficial owner of Class B Common Stock to
exchange a Subscription Right Certificate or Certificates so as to obtain
additional Rights to which such beneficial holders are entitled, as set forth
in Section 2(b) above, and the increase in the number of Rights that would
result from such exchange and (v) cumulative totals with respect to the
information set forth in each of the clauses (i) through (iv) above. At or
before 8:00 p.m., New York time, on the date of the Termination Time, the
Subscription Agent will certify in writing to the Company the cumulative totals
through the Termination Time with respect to the information set forth in
clauses (i) through (iv) above. The Subscription Agent will also maintain and
update a listing of Rights Holders who have fully or partially exercised their
Rights and Rights Holders who have not exercised their Rights. The
Subscription Agent will provide the Company and its respective designated
representatives with the information compiled pursuant to this Section 9 and
any Subscription Right Certificates or other documents or date from which such
information is derived, as any of them may request. The Subscription Agent
hereby represents and warrants that the information contained in each
notification referred to in this Section 9 will be accurate in all material
respects.
SECTION 10. PAYMENT OF TAXES. The Company will pay when due
all document, stamp and other taxes, if any, that may be payable with respect
to the issuance or delivery of any Rights or the issuance of any Underlying
Shares upon the exercise of Rights; provided, however, that the Company will
not be liable for any tax arising out of any transaction that results in, or is
deemed to constitute, an exchange of Rights or Underlying Shares or a
constructive dividend with respect to the Rights or Underlying Shares. Except
as provided above, all transfer and other taxes incurred in connection with the
exercise of Rights will be for the account of the transferor of the Rights, and
no such taxes will be paid by the Company or the Subscription Agent. If any
transfer tax is imposed for any reason other than the issuance of Underlying
Shares to a Rights Holder upon exercise of Rights by such Rights Holder, the
amount of any such transfer taxes (whether imposed on such Rights Holder or any
other person) will be payable by such person and the Subscription Agent will be
entitled to refuse to implement such exercise or other requested action unless
it is furnished with proof satisfactory to it of the payment of such transfer
taxes by such Rights Holder or other person.
5
<PAGE> 6
SECTION 11. FEES OF THE SUBSCRIPTION AGENT; INDEMNIFICATION.
(a) The Company shall pay to the Subscription Agent
compensation in the amount of $5,000 plus all reasonable out of pocket expenses
incurred by the Subscription Agent in performing its services hereunder.
(b) The Company shall indemnify and hold the Subscription
Agent harmless against any losses, claims, damages, liabilities, costs and
expenses (including reasonable fees and disbursements of legal counsel) which
the Subscription Agent may reasonably incur or become subject to arising from
or out of any claim or liability resulting from actions taken as Subscription
Agent pursuant to this Agreement; provided, however, that indemnity does not
extend to, and the Subscription Agent will not be indemnified or held harmless
with respect to, such losses, claims, damages, liabilities, costs and expenses
incurred or suffered by the Subscription Agent as a result, or arising out of,
the Subscription Agent's negligence, misconduct, bad faith or breach of this
Agreement or arising out of information provided to the Company by the
Subscription Agent. In connection therewith, (i) in no case will the Company
be liable with respect to any claim against the Subscription Agent unless the
Subscription Agent notifies the Company in writing of the assertion of a claim
against it or of any action commenced against it, promptly after the
Subscription Agent has notice of any such assertion of a claim or has been
served with the summons or other first legal process giving information as to
the nature and basis of the claim; (ii) the Company will be entitled to
participate at its own expense in the defense of any suit brought to enforce
any such claim, and if the Company so elects, it will assume the defense of any
such suit, in which event the Company will not thereafter be liable for the
fees and expenses of any additional counsel that the Subscription Agent may
retain, so long as the Company retains counsel reasonably satisfactory to the
Subscription Agent, to defend such suit; and (iii) the Subscription Agent
agrees not to settle any litigation in connection with any claim or liability
with respect to which it may seek indemnification from the Company without the
prior written consent of the Company.
(c) The Subscription Agent will be protected and will
incur no liability for or with respect to any action taken, suffered or omitted
by it without negligence and in good faith in connection with its
administration of this Agreement in reliance upon any Subscription Right
Certificate, instrument of assignment, power of attorney, endorsement,
affidavit, letter, notice, direction, consent, certificate, statement or other
paper or document reasonably believed by it to be genuine and to be signed,
executed and, where necessary, verified or acknowledged by the proper person or
persons.
SECTION 12. ASSIGNMENT, DELEGATION.
(a) Neither this Agreement nor any rights or obligations
hereunder may be assigned or delegated by either party without the written
consent of the other party.
(b) This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and assigns.
Nothing in this Agreement is intended or shall be construed to confer upon any
other person any right, remedy or claim or to impose upon any other person any
duty, liability or obligation.
SECTION 13. CONCERNING THE SUBSCRIPTION AGENT. The
Subscription Agent undertakes the duties and obligations imposed by this
Agreement upon the following terms and conditions:
6
<PAGE> 7
(a) The Subscription Agent may consult with outside legal
counsel acceptable to the Company (who may be, but is not required to be legal
counsel for the Company), and the opinion of such counsel will be full and
complete authorization and protection to the Subscription Agent as to any
action taken or omitted by it in good faith and in accordance with such
opinion.
(b) Whenever in the performance of its duties under this
Agreement the Subscription Agent may deem it reasonably necessary that any fact
or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by the President, the Chief
Executive Officer, the Chief Financial Officer, any Vice President, the
Secretary or any Assistant Secretary of the Company and delivered to the
Subscription Agent, and such certificate will be full authorization to the
Subscription Agent for any action taken or suffered in good faith by it under
the provisions of this Agreement in reliance upon such certificate.
(c) The Subscription Agent will have no responsibility
with respect to the validity of this Agreement or the execution and delivery
hereof (except the due execution and delivery hereof by the Subscription
Agent).
(d) Nothing herein precludes the Subscription Agent from
acting in any other capacity for the Company.
SECTION 14. CERTIFICATION OF TAX MATTERS.
(a) The Subscription Agent shall comply with the
information reporting and backup withholding requirements of the Internal
Revenue Code 1986, as amended (the "Code"), including without limitation, where
appropriate, on a timely basis, filing with the Internal Revenue Service and
furnishing to Rights Holders duly completed Forms 1099B. The Subscription
Agent will also collect and duly preserve Forms W-8 and W-9 and other forms or
information necessary to comply with the backup withholding requirement of the
Code.
(b) The Subscription Agent shall withhold from payments
made to Rights Holders amounts sufficient to comply with the backup withholding
requirements of the Code.
SECTION 15. NOTICES TO THE COMPANY AND SUBSCRIPTION AGENT.
All notices and other communication provided for or permitted hereunder are to
be made by hand delivery, prepaid first class mail, telex or telecopier:
(a) If to the Company:
By hand delivery, overnight courier or mail to:
American Maize-Products Company
250 Harbor Drive
Stamford, Connecticut 06902
Attention: Robert M. Stephan, Esq.
telecopier: (203) 324-4675
7
<PAGE> 8
With a copy to:
Dewey Ballantine
1301 Avenue of the Americas
New York, New York 10019
Attention: Morton A. Pierce, Esq.
telecopier: (212) 259-6333
(b) If to the Subscription Agent:
By mail to:
The Bank of New York
P.O. Box 11248
Church Street Station
New York, New York 10286-1248
Attention: Tender and Exchange Department
telecopier: (212) 815-6213
By hand delivery or overnight courier to:
The Bank of New York
101 Barclay Street
Receive & Deliver Window
New York, New York 10286
Attention: Tender and Exchange Department
All such notices and communications will be deemed to have
been duly given when delivered by hand, if personally delivered, two business
days after being deposited in the mail, postage prepaid, if mailed as
aforesaid; when answered back, if telexed; and when receipt is acknowledged, if
telecopied.
SECTION 16. SUPPLEMENTS AND AMENDMENTS. The Company and the
Subscription Agent may from time to time supplement or amend this Agreement
without the approval of any Rights Holders.
SECTION 17. TERMINATION. This Agreement will terminate at
5:00 p.m., New York time, on the thirtieth day following the Termination Time.
SECTION 18. GOVERNING LAW. This Agreement will be deemed to
be a contract made under the laws of the State of New York and for all purposes
is to be construed in accordance with the internal laws of said State.
SECTION 19. BENEFITS OF THIS AGREEMENT. Nothing in this
Agreement is to be construed to give to any person or corporation other than
the Company, the Subscription Agent and the Rights Holders any legal or
equitable right, remedy or claim under this Agreement. This Agreement is for
the sole and exclusive benefit of the Company, the Subscription Agent and the
Rights Holders.
SECTION 20. SEVERABILITY. The parties hereto agree that if
any of the provisions contained in this Agreement shall be determined invalid,
unlawful or unenforceable
8
<PAGE> 9
to any extent, such provisions shall be deemed modified to the extent necessary
to render such provisions enforceable. The parties hereto further agree that
this Agreement shall be deemed severable, and the invalidity, unlawfulness or
enforceability of any term or provision thereof shall not affect the validity,
legality or enforceability of this Agreement or of any other term or provision
hereof.
SECTION 21. COUNTERPARTS. This Agreement may be executed in
any number of counterparts and each of such counterparts will for all purposes
be deemed to be an original, but all such counterparts will together constitute
one and the same instrument.
SECTION 22. DESCRIPTIVE HEADINGS. Descriptive headings of
the several Sections of this Agreement are inserted for convenience only and do
not control or affect the meaning or construction of any of the provisions
hereof.
9
<PAGE> 10
IN WITNESS WHEREOF, each of the parties hereto has caused the
Agreement to be duly executed as of the date first above written.
AMERICAN MAIZE-PRODUCTS COMPANY,
a Maine corporation
By: _________________________________________
Title: ______________________________________
THE BANK OF NEW YORK,
a New York banking corporation
By: _________________________________________
Title:________________________________________
<PAGE> 1
EXHIBIT 99.5
[American Maize-Products Company Letterhead]
March 17, 1995
Dear Shareholder:
American Maize-Products Company (the "Company") has begun an offering (the
"Offering") of up to 757,943 shares of its Class B Common Stock, $.80 par value
(the "Class B Common Stock"), to holders of record of Class B Common Stock at
the close of business on March 3, 1995 (the "Record Date"). The shares are being
offered pursuant to nontransferable subscription rights ("Rights") to subscribe
for and purchase shares of Class B Common Stock at a price of $40.00 per share
(the "Subscription Price"). As a holder of record on the Record Date, you will
receive .435 Rights for each share of Class B Common Stock held of record by you
on the Record Date. The aggregate number of Rights issued by the Company to each
shareholder pursuant to the Offering will be rounded up to the next whole
number. Each whole Right will entitle the holder thereof to subscribe for and
purchase at the Subscription Price one share of Class B Common Stock. The number
of Rights to which you are entitled is printed on the front of your Subscription
Right Certificate. No more than 757,943 shares of Class B Common Stock, in the
aggregate, will be issued upon exercise of the Rights. Class B Common Stock not
subscribed for pursuant to the Offering will be purchased, upon satisfaction of
certain conditions, by Cerestar USA, Inc., a wholly owned subsidiary of Eridania
Beghin-Say, S.A., pursuant to a Stock Purchase Agreement, dated as of February
22, 1995, among the Company, Eridania and Cerestar.
Enclosed for your review is the Prospectus, a Subscription Right
Certificate and Instructions as to its use, and related documents concerning the
Offering. To subscribe for shares, please follow the Instructions as to the use
of the Subscription Right Certificate. The Offering will expire at 5:00 p.m.,
New York time, on April 10, 1995 unless extended by the Company. Rights not
exercised by such time will expire and become worthless. Any questions or
requests for assistance should be directed to The Bank of New York, at (800)
507-9357 (toll free).
Sincerely,
Patric J. McLaughlin
President and Chief Executive Officer
<PAGE> 1
EXHIBIT 99.6
UP TO 757,943 SHARES
CLASS B COMMON STOCK
AMERICAN MAIZE-PRODUCTS COMPANY
OFFERED PURSUANT TO RIGHTS
DISTRIBUTED TO SHAREHOLDERS OF RECORD
To Securities Dealers, Commercial Banks,
Brokers, Trust Companies and Other Nominees:
Enclosed are a Prospectus, dated March 17, 1995 (the "Prospectus") and the
other documents listed below relating to the offering of up to 757,943 shares of
Class B Common Stock, $.80 par value (the "Class B Common Stock"), of American
Maize-Products Company (the "Company"), at a subscription price of $40.00 per
share in cash, pursuant to nontransferable subscription rights ("Rights")
distributed to holders of record of shares of Class B Common Stock ("Rights
Holders") as of the close of business on March 3, 1995 (the "Record Date"). The
Rights are described in the Prospectus and will be evidenced by nontransferable
Subscription Right Certificates.
Each beneficial owner of Class B Common Stock registered in your name or
the name of your nominee is entitled to .435 Rights for each share of Class B
Common Stock so owned by such beneficial owner on the Record Date. In lieu of
fractional Rights, the aggregate number of Rights issued in respect of each
beneficial owner will be rounded up to the next whole number, upon your timely
request on the enclosed Certification and Request for Additional Rights. No more
than 757,943 shares of Class B Common Stock will be issued upon the exercise of
Rights. If Rights to purchase in excess of 757,943 shares are exercised, the
Company will allocate the 757,943 shares available for purchase to the
exercising Rights Holders on a pro rata basis, to the extent practicable.
We are asking you to contact your clients for whom you hold shares of Class
B Common Stock registered in your name, or in the name of your nominee, to
obtain instructions with respect to the Rights. You will be reimbursed for
customary mailing and handling expenses incurred by you in forwarding any of the
enclosed materials to your clients. The Company will pay all transfer taxes, if
any, applicable to the sale of shares of Class B Common Stock to a Rights Holder
upon exercise of Rights.
Enclosed are copies of the following documents:
1. The Prospectus;
2. The Subscription Right Certificate;
3. The Instructions as to Use of Subscription Right Certificate;
4. A form of letter which may be sent to your clients for whose
accounts you hold shares of Class B Common Stock registered in your
name or the name of your nominee;
5. Certification and Request for Additional Rights;
6. Notice of Guaranteed Delivery; and
7. A return envelope addressed to The Bank of New York, the
Subscription Agent.
Your prompt action is requested. The Rights will expire at 5:00 p.m., New
York time, on April 10, 1995, unless extended by the Company (as it may be
extended, the "Termination Time").
<PAGE> 2
TO EXERCISE RIGHTS, PROPERLY COMPLETED AND EXECUTED SUBSCRIPTION RIGHT
CERTIFICATES OR NOTICE OF GUARANTEED DELIVERY AND PAYMENT IN FULL FOR ALL RIGHTS
EXERCISED MUST BE DELIVERED TO THE SUBSCRIPTION AGENT AS INDICATED IN THE
PROSPECTUS PRIOR TO THE TERMINATION TIME.
Rights Holders requesting assistance, information or additional copies of
the enclosed materials may call The Bank of New York, at (800) 507-9357 (toll
free).
Very truly yours,
AMERICAN MAIZE-PRODUCTS COMPANY
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY, THE SUBSCRIPTION AGENT OR ANY OTHER PERSON
MAKING OR DEEMED TO BE MAKING OFFERS OF THE CLASS B COMMON STOCK, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH
RESPECT TO THE OFFERING, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS
OR THE SUBSCRIPTION DOCUMENTS.
<PAGE> 1
EXHIBIT 99.7
CERTIFICATION AND REQUEST FOR ADDITIONAL RIGHTS
To the Subscription Agent:
The undersigned securities dealer, commercial bank, broker, trust company
or other nominee holder of Rights (as defined below) hereby certifies that it is
the holder of record ("Rights Holder") of shares of Class B Common Stock,
$.80 par value (the "Class B Common Stock"), of American Maize-Products Company
(the "Company") on behalf of certain beneficial owners as of the close of
business on March 3, 1995, the record date for the offering (the "Record Date"),
of up to 757,943 shares of Class B Common Stock pursuant to nontransferable
subscription rights ("Rights"), as described in the Company's Prospectus dated
March 17, 1995, a copy of which the undersigned has received.
The undersigned further certifies that beneficial owners on whose
behalf it held, as of the close of business on the Record Date, shares
of Class B Common Stock registered in the name of the undersigned are each
entitled to one additional Right as the Company has agreed that, in lieu of
fractional Rights, the number of Rights to which a beneficial owner would
otherwise be entitled will be rounded up to the next whole number and,
accordingly, the undersigned requests that a Subscription Right Certificate
evidencing additional rights be issued to it. The undersigned
acknowledges, however, that no more than 757,943 shares, in the aggregate, will
be issued upon exercise of Rights. The undersigned further certifies that each
such beneficial owner is a bona fide beneficial owner of Class B Common Stock,
that such beneficial ownership is reflected on the undersigned's records and
that all shares of Class B Common Stock which, to the undersigned's knowledge,
are beneficially owned by any such beneficial owner through the undersigned have
been aggregated in calculating the foregoing. The undersigned agrees to provide
the Company or its designee with such additional information as the Company
deems necessary to verify the foregoing and acknowledges that the Subscription
Agent must receive this Certificate and Request for Additional Rights, properly
completed, no later than 5:00 p.m., New York Time, on April 3, 1995, after which
time no new Subscription Right Certificates will be issued.
--------------------------------------
Name of Rights Holder
By:
------------------------------------
Name:
----------------------------------
Title:
-----------------------------------
Address:
---------------------------------
---------------------------------
Telephone Number:
---------------------------
Dated:
,
1995
----------------------------------
<PAGE> 1
EXHIBIT 99.8
UP TO 757,943 SHARES
CLASS B COMMON STOCK
AMERICAN MAIZE-PRODUCTS COMPANY
OFFERED PURSUANT TO RIGHTS
DISTRIBUTED TO SHAREHOLDERS OF RECORD
To Our Clients:
Enclosed for your consideration are a Prospectus, dated March 17, 1995 (the
"Prospectus"), and other information relating to the offering (the "Offering")
of up to 757,943 shares of Class B Common Stock, $.80 par value (the "Class B
Common Stock"), of American Maize-Products Company (the "Company"), at a price
of $40.00 per share (the "Subscription Price") pursuant to nontransferable
subscription rights ("Rights") distributed to holders of record of Class B
Common Stock (the "Rights Holders"), at the close of business on March 3, 1995
(the "Record Date").
As described in the accompanying Prospectus, you will receive .435 Rights
for each share of Class B Common Stock carried by us in your account as of the
Record Date. Each whole Right will entitle you to subscribe for and purchase
from the Company one share of Class B Common Stock (the "Subscription
Privilege") at the Subscription Price.
You may subscribe for the full number of shares to which you are entitled
or any portion thereof. Shares not subscribed for in the Offering will be
purchased, upon satisfaction of certain conditions, by Cerestar USA, Inc., a
Delaware corporation ("Cerestar USA") and a wholly-owned subsidiary of Eridania
Beghin-Say, S.A., a corporation organized under the laws of France ("EBS"),
pursuant to a Stock Purchase Agreement dated as of February 22, 1995 among the
Company, EBS and Cerestar USA.
The materials enclosed are being forwarded to you as the beneficial owner
of shares of Class B Common Stock carried by us in your account but not
registered in your name. Rights are nontransferable and exercises of Rights may
only be made by us as the registered holder of Rights and pursuant to your
instructions. Accordingly, we request instructions as to whether you wish us to
elect to subscribe for any shares of Class B Common Stock pursuant to the terms
and subject to the conditions set forth in the enclosed Prospectus. We urge you
to read the detailed information in the Prospectus before making an investment
decision.
Your instructions to us should be forwarded as promptly as possible to
permit us to exercise Rights on your behalf in accordance with the provisions of
the Offering. The Offering will expire at 5:00 p.m., New York time, on April 10,
1995, unless extended at the discretion of the Company. We must have received
your instructions to subscribe for shares and you must have made full payment by
such time. Once a Rights Holder has properly exercised the Subscription
Privilege, such exercise may not be revoked.
If you wish to have us, on your behalf, exercise Rights to purchase any
shares to which you are entitled, please so instruct us by completing, executing
and returning to us the Instructions to Rights Holder.
IF WE DO NOT RECEIVE COMPLETE WRITTEN INSTRUCTIONS IN ACCORDANCE WITH THE
PROCEDURES OUTLINED IN THE PROSPECTUS, WE WILL NOT EXERCISE YOUR RIGHTS, AND
YOUR RIGHTS WILL EXPIRE VALUELESS.
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE OFFERING SHOULD BE
DIRECTED TO THE BANK OF NEW YORK AT (800) 507-9357 (toll free).
Very truly yours,
<PAGE> 2
AMERICAN MAIZE-PRODUCTS COMPANY
INSTRUCTIONS OF RIGHTS HOLDER
The undersigned acknowledge(s) receipt of your letter and the enclosed
materials referred to therein relating to the offering of shares of Class B
Common Stock.
This will instruct you whether to exercise Rights to purchase Class B
Common Stock distributed with respect to the Class B Common Stock held by you
for the account of the undersigned, pursuant to the terms and subject to the
conditions set forth in the Prospectus and the related Instructions as to Use of
Subscription Right Certificate.
1. / / Please DO NOT EXERCISE RIGHTS for shares of Class B Common Stock.
2. / / Please EXERCISE RIGHTS for shares of Class B Common Stock as set
forth below.
Subscription Right:
------------------------------ X $40.00 = $
------------------------------
(no. of
shares)
/ / Payment in the following amount is enclosed: $
------------------------------
/ / Please deduct payment from the following account maintained by
you as follows:
--------------------------------------------
--------------------------------------------
Type of Account Account No.
Amount to be deducted: $
--------------------------------------
<TABLE>
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Signature(s) Date:
----------------------------------,
Please type or print name(s) below 1995
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</TABLE>
