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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 6
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN MAIZE-PRODUCTS COMPANY
(NAME OF SUBJECT COMPANY)
AMERICAN MAIZE-PRODUCTS COMPANY
(NAME OF PERSON(S) FILING STATEMENT)
CLASS A COMMON STOCK, PAR VALUE $0.80 PER SHARE
(TITLE OF CLASS OF SECURITIES)
027339 20 9
(CUSIP NUMBER OF CLASS OF SECURITIES)
CLASS B COMMON STOCK, PAR VALUE $0.80 PER SHARE
(TITLE OF CLASS OF SECURITIES)
027339 30 8
(CUSIP NUMBER OF CLASS OF SECURITIES)
ROBERT M. STEPHAN, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
AMERICAN MAIZE-PRODUCTS COMPANY
250 HARBOR DRIVE
STAMFORD, CONNECTICUT 06902
(203) 356-9000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH A COPY TO:
MORTON A. PIERCE, ESQ.
DEWEY BALLANTINE
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6092
(212) 259-8000
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This Amendment No. 6 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated February 28,
1995, as amended to the date hereof (the "Schedule 14D-9"), of American
Maize-Products Company, a Maine corporation (the "Company"), filed in
connection with the Offer as set forth in the Schedule 14D-9. Capitalized
terms used herein shall have the definitions set forth in the Schedule 14D-9
unless otherwise provided herein.
ITEM 3. IDENTITY AND BACKGROUND.
The paragraph in section (b) of Item 3 entitled "Certain Litigation"
is hereby amended to add the following:
On March 31, 1995, the court denied the plaintiffs' motion to
preliminarily enjoin the sale of the Available Shares. The plaintiffs
have appealed such decision to the Supreme Judicial Court of Maine.
The Superior Court also permitted First Fidelity, Mrs. Steinkraus, her
son Eric Steinkraus and U.S. Trust Company, co-trustee with Mrs.
Steinkraus over certain Steinkraus family trusts described in Item
4(a) below, to intervene in the lawsuit. In addition, the court
granted the motion of the plaintiffs in the action entitled Steiner,
et. al. v. Ziegler, described in Item 8(a) below, to intervene in the
preliminary injunction proceedings in this action.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The second paragraph in section (a) of Item 8 is hereby
amended to add the following:
On March 31, 1995, the Superior Court granted the plaintiffs'
motion to intervene in the preliminary injunction proceedings
of the GIH Corp. and William Ziegler v. American
Maize-Products Co., et al. action.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(21) Press release issued by the Company on March 31, 1995.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
AMERICAN MAIZE-PRODUCTS COMPANY
By: /s/ Patric J. McLaughlin
-------------------------------
Patric J. McLaughlin
President and Chief Executive Officer
Dated: April 3, 1995
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT
-------------- -------
<S> <C>
(21) Press release issued by the Company on March 31, 1995.
</TABLE>
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Exhibit 21
FOR: IMMEDIATE RELEASE
CONTACT: Edward P. Norris
Chief Financial Officer
(203) 356-9000
STAMFORD, Conn., March 31, 1995 -- American Maize-Products
Company (ASE:AZE) announced today that the Superior Court of Cumberland County,
Maine again denied the motion by William Ziegler, III, Chairman of the Board of
American Maize, and First Fidelity Bank, co-trustee with Mr. Ziegler over
certain Ziegler family trusts, to preliminarily enjoin the issuance of
authorized but unissued shares of American Maize Class B common stock to
Eridania Beghin-Say, S.A. The plaintiffs have appealed this decision. On
March 24, 1995, the court denied Mr. Ziegler's original request for a
preliminary injunction against the issuance of authorized but unissued Class B
shares. The court permitted First Fidelity to intervene as a plaintiff in Mr.
Ziegler's lawsuit against American Maize and its other directors. Mr. Ziegler
filed suit on February 22, 1995 claiming, among other things, that the approval
by Maize's directors of the proposed acquisition by Eridania of American Maize
constituted a breach of the directors' fiduciary duties and that the sale of
Class B shares to Eridania would be illegal.
Pursuant to a merger agreement signed with American Maize,
Eridania commenced a tender offer on February 28, 1995 for all outstanding
shares of American Maize common stock at a price of $40 per share. Following
the successful completion of the tender offer, a subsidiary of Eridania will
merge with American Maize and holders of all remaining shares of American Maize
will receive $40 per share. In connection with the merger agreement, the
parties entered into a stock purchase agreement pursuant to which Eridania will
purchase, at a price of $40 per share, all authorized but unissued shares of
American Maize Class B common stock (an aggregate of 757,943 shares) which
remain available for purchase following the exercise by holders of the Class B
common stock of preemptive rights. American Maize intends to proceed with the
transactions contemplated by the merger agreement and the stock purchase
agreement.
American Maize, based in Stamford, Connecticut, produces corn
sweeteners and a variety of specialty food and industrial starches at plants in
Hammond, Indiana; Decatur, Alabama and Dimmitt, Texas. The Company also
produces cigars and smokeless tobacco products at plants located in
Jacksonville, Florida and Wheeling, West Virginia.
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