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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
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. 3 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 delete the last sentence thereof and replace it with the
following:
On March 24, 1995, the court denied the plaintiffs' motion to
preliminarily enjoin the sale of the Available Shares to Merger Sub
pursuant to the Stock Purchase Agreement.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
The third paragraph of section (a) of Item 4 is hereby amended to add
the following as the new seventh sentence of such paragraph:
On March 22, 1995, the appellate court hearing the One Share
Litigation rendered a decision in favor of Mr. Ziegler, and the
Steinkraus family has informed the Company that it plans to appeal
such decision.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(17) Press release issued by the Company on March 24, 1995.
(18) Press release issued by the Company on March 24, 1995.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
AMERICAN MAIZE-PRODUCTS COMPANY
By: /s/ Patric J. McLaughlin
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Patric J. McLaughlin
President and Chief Executive Officer
Dated: March 27, 1995
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INDEX TO EXHIBITS
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EXHIBIT NUMBER EXHIBIT
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<S> <C>
(17) Press release issued by the Company on March 24, 1995.
(18) Press release issued by the Company on March 24, 1995.
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EXHIBIT 17
FOR: IMMEDIATE RELEASE
CONTACT: Edward P. Norris
Chief Financial Officer
(203) 356-9000
STAMFORD, Conn., March 24, 1995 -- American Maize-Products Company
(ASE:AZE) announced today that the motion by William Ziegler, III, Chairman of
the Board of American Maize, to preliminary enjoin the issuance of authorized
but unissued shares of American Maize Class B Common Stock to Eridania
Beghin-Say, S.A. was denied by the Superior Court of Cumberland County, Maine.
Mr. Ziegler filed suit against American Maize and its other directors 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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EXHIBIT 18
FOR: IMMEDIATE RELEASE
CONTACT: Edward P. Norris
Chief Financial Officer
(203) 356-9000
STAMFORD, Conn., March 24, 1995 -- American Maize-Products Company
(ASE:AZE) announced today that the Appellate Division of the New York State
Supreme Court rendered a decision in favor of William Ziegler, III, its Chairman
of the Board, in the lawsuit against Mr. Ziegler brought by the children of his
sister, Helen Z. Steinkraus, challenging the prior distribution of the
controlling share of GIH Corp., which owns approximately 13% of the Class A
Common Stock and approximately 47% of the Class B Common Stock of American
Maize. Pursuant to a settlement agreement entered into in March 1991, Mr.
Ziegler, Mrs. Steinkraus and GIH Corp. agreed that their American Maize shares
would be voted in favor of a majority of independent American Maize directors
until the final resolution of this litigation.
The Steinkraus family has informed American Maize that it plans to
appeal the decision. American Maize believes that final resolution of this
litigation will not occur until the appeals process is exhausted, and the
settlement agreement remains in effect until that time.
American Maize entered into an agreement with Eridania Beghin-Say,
S.A. ("EBS") on February 22, 1995 pursuant to which EBS will acquire all
outstanding shares of the Company for $40 per share. American Maize intends to
proceed with that transaction.
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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