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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 10, 1995
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AMERICAN MAIZE-PRODUCTS COMPANY
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(Exact name of registrant as specified in its charter)
Maine 1-6244 13-0432720
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
250 Harbor Drive, Stamford, Connecticut 06902
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 356-9000
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None
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On April 10, 1995, American Maize-Products Company (the
"Company") issued a press release which is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
As of the close of business on April 10, 1995, subscriptions
to purchase 121,144 shares of the Company's Class B Common Stock, par value
$0.80 per share, at a purchase price of $40 per share, were received by the
Company in connection with the rights offering commenced by the Company on
March 20, 1995.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press release of the Company, dated April
10, 1995.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AMERICAN MAIZE-PRODUCTS COMPANY
By /s/Edward P. Norris
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Name: Edward P. Norris
Title: Vice President and
Chief Financial Officer
Date: April 11, 1995
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EXHIBIT INDEX
Number Subject Matter
99.1 Press release of the Company, dated April 10, 1995.
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Exhibit 99.1
FOR: IMMEDIATE RELEASE
CONTACT: Edward P. Norris
Chief Financial Officer
(203) 356-9000
STAMFORD, Conn., April 10, 1995 -- American Maize-Products
Company (ASE:AZE) announced today that it has received the following Order
issued by the Supreme Judicial Court of Maine:
"Pursuant to plaintiffs' motions for an expedited appeal, and after conference
with counsel and receipt of briefs, oral argument was heard on the merits of the
appeals from the judgments of the Superior Court dated March 27, 1995 and March
31, 1995. A full opinion of the Court will issue in due course. In view of the
demonstrated need for a prompt decision, however, the following order is entered
effective at 3:00 p.m. on April 10, 1995: Appellees, their officers, agents,
servants, employees and attorneys, and all persons in active concert or in
participation are enjoined from enforcing the deadline of 5:00 p.m. on Monday,
April 10, 1995 for Class B shareholders of American Maize-Products Company to
exercise their preemptive rights to acquire additional Class B voting shares
issued by American Maize-Products Company; and are enjoined from issuing any
additional Class B voting shares of American Maize-Products Company pending
issuance of the final opinion of the Court."
The Order was issued in connection with the appeal by William
Ziegler, III, Chairman of the Board of American Maize, and First Fidelity Bank,
co-trustee with Mr. Ziegler over certain Ziegler family trusts, denying
preliminary injunctive relief against the issuance of authorized but unissued
shares of American Maize Class B common stock to Eridania Beghin-Say, S.A.
Pursuant to a merger agreement signed with American Maize, Eridania commenced a
tender offer on February 28, 1995 for all outstanding shares of American Maize
common stock at a price of $40 per share. In connection with the merger
agreement, the parties entered into a stock purchase agreement pursuant to which
Eridania agreed to purchase, at a price of $40 per share, all authorized but
unissued shares of American Maize Class B common stock (an aggregate of 757,943
shares) which remained available for purchase following the exercise by holders
of the Class B common stock of preemptive rights.
American Maize, based in Stamford, Connecticut, produces corn
sweeteners and a variety of specialty food and industrial starches at plants in
Hammond, Indiana; Decatur, Alabama and Dimmitt, Texas. The Company also produces
cigars and smokeless tobacco products at plants located in Jacksonville, Florida
and Wheeling, West Virginia.
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