<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
------------------
AMENDMENT NO. 5
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
================================================================================
<PAGE> 2
This Amendment No. 5 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. CERTAIN NEGOTIATIONS AND TRANSACTIONS WITH SUBJECT COMPANY.
Paragraph (a) of Item 7 is hereby amended to add the following:
On March 29, 1995, Pexco issued a press release announcing that its
affiliate, EFL Ltd., had acquired 282,600 shares of Class B Common
Stock and had agreed to acquire an additional 18,054 shares of Class B
Common Stock at undisclosed prices. The Company was informed by a
stockholder that Pexco or an affiliate thereof had purchased from such
stockholder approximately 143,000 shares of Class B Common Stock at a
price of $46 per share. According to press reports, a spokesperson for
Pexco stated that such 143,000 shares are included in the total of
282,600 shares of Class B Common Stock acquired by EFL Ltd. Pexco also
announced that it did not intend to tender the shares of Class B Common
Stock which EFL Ltd. acquired into the Offer.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(20) Press release issued by the Company on March 30, 1995.
<PAGE> 3
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: March 30, 1995
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT
-------------- -------
<S> <C>
(20) Press release issued by the Company on March 30, 1995.
</TABLE>
<PAGE> 1
Exhibit 20
FOR: IMMEDIATE RELEASE
CONTACT: Edward P. Norris
Chief Financial Officer
(203) 356-9000
STAMFORD, Conn., March 30, 1995 -- American Maize-Products
Company (ASE:AZE) announced today that EFL Ltd., an affiliate of Pexco
Holdings, Inc., had reportedly acquired 282,600 shares of American Maize Class
B common stock and agreed to acquire an additional 18,054 Class B shares at
undisclosed prices. American Maize had previously been informed by a
stockholder that a Pexco affiliate had purchased from such stockholder
approximately 143,000 Class B shares at a price of $46 per share. A
spokesperson for Pexco reportedly stated that such 143,000 shares were included
in the total of 282,600 shares of Class B Common Stock acquired by EFL Ltd.
Pexco also stated that it did not intend to tender the Class B shares which EFL
Ltd. acquired into the $40 per share tender offer presently being conducted by
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. 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. American Maize intends to proceed with the
transactions contemplated by the merger agreement.
On February 23, 1995, Pexco, an affiliate of Usaha Tegas sdn.
bhd., offered to purchase all of the American Maize Class B common stock owned
by and for the benefit of William Ziegler, III, Chairman of the Board of
American Maize, his sister Helen Z. Steinkraus and their respective families'
trusts at $44 per share. According to the February 23rd offer, if such offer
was accepted, Pexco would propose a merger with American Maize at a purchase
price of $40.25 per share for all of American Maize's remaining Class A and
Class B common stock. Pexco has made no proposal to American Maize regarding
an acquisition.
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.
* * *
