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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 2)
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AMERICAN MAIZE-PRODUCTS COMPANY
(Name of Subject Company)
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CERESTAR USA, INC.
ERIDANIA BEGHIN-SAY, S.A.
(Bidders)
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CLASS A COMMON STOCK, PAR VALUE $0.80 PER SHARE
(Title of Class of Securities)
027339 20 9
(CUSIP Number of Class of Securities)
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CLASS B COMMON STOCK, PAR VALUE $0.80 PER SHARE
(Title of Class of Securities)
027339 30 8
(CUSIP Number of Class of Securities)
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Andrew C. Harvard
President
Cerestar USA, Inc.
c/o Central Soya Company Inc.
1300 Fort Wayne National Bank Building
Fort Wayne, Indiana 46802
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Copy to:
Neil T. Anderson
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-3653
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
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This Amendment No. 2 is filed to supplement and amend the information
set forth in the Tender Offer Statement on Schedule 14D-1 filed by Cerestar USA,
Inc. (the "Purchaser") and Eridania Beghin-Say, S.A. (the "Offeror") on
February 28, 1995, as amended by Amendment No. 1 to such schedule filed on March
14, 1995 (the "Schedule 14D-1"), with respect to shares of Class A Common Stock,
par value $0.80 per share (the "Class A Common Stock"), and Class B Common
Stock, par value $0.80 per share (the "Class B Common Stock" and together with
the Class A Common Stock, the "Shares"), of American Maize-Products Company (the
"Company"). Unless otherwise indicated, the capitalized terms used herein shall
have the meanings specified in Schedule 14D-1 including the Offer to Purchase
filed as Exhibit (a)(1) thereto.
Item 10. Additional Information
On March 22, 1995, Offeror forwarded a letter to all of the shareholders
of GIH Corp., a corporation which owns 47.3% of the outstanding Class B Common
Stock, proposing to enter into a satisfactory agreement with all of the
shareholders of GIH Corp. to purchase all of the shares of GIH Corp. The full
text of the letter is attached hereto as Exhibit (a)(10) and is incorporated
herein by reference.
Item 11. Material to be Filed as Exhibits
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Exhibit No. Description
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<S> <C>
(a)(10) Letter dated March 22, 1995 to all of the shareholders of
GIH Corp.
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SIGNATURES
After due 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.
Dated: March 24, 1995
ERIDANIA BEGHIN-SAY, S.A.
By: /s/ STEFANO MELONI
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Name: Stefano Meloni
Title: Chairman
CERESTAR USA, INC.
By: /s/ ANDREW C. HARVARD
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Name: Andrew C. Harvard
Title: President
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INDEX TO EXHIBITS
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Sequential
Exhibit No. Description Page No.
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<S> <C> <C>
(a)(10) Letter dated March 22, 1995 to all
of the shareholders of GIH Corp.
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EXHIBIT (a)(10)
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[LETTERHEAD]
March 22nd, 1995
To: All of the Shareholders of GIH Corp.
Dear GIH Shareholders:
By letter to you of February 20, 1995, I extended a proposal on behalf
of Eridania Beghin-Say, S.A. ("EBS") to enter into a satisfactory agreement to
purchase all of the outstanding shares of GIH Corp. ("GIH"). This proposal was
made in conjunction with EBS's then outstanding proposal to the Board of
Directors of American Maize-Products Company ("American Maize") to acquire all
of the outstanding shares of common stock of American Maize at a price of
$37.00 per share pursuant to a merger transaction. As my letter stated, EBS's
proposal was intended to eliminate the "double" tax to GIH shareholders that
would result from a direct purchase by EBS of the American Maize shares owned
by GIH and also was intended to treat all American Maize shareholders fairly
and equitably. My letter further stated that the price EBS was prepared to pay
for GIH shares would be based on an underlying value of $37.00 for each share
of American Maize common stock owned by GIH.
As you are aware, EBS and American Maize subsequently entered into an
Agreement and Plan of Merger (the "Merger Agreement") on February 22, 1995
pursuant to which EBS agreed to acquire all outstanding shares of common stock
of American Maize at $40.00 per share. Pursuant to the terms of the Merger
Agreement, EBS commenced a tender offer at $40.00 per share for all oustanding
shares of common stock of American Maize on February 28, 1995. In the
disclosure document filed with the Securities and Exchange Commission (the
"Commission") at the commencement of the tender offer, EBS stated that its
proposal to negotiate a satisfactory agreement to acquire all of the shares of
GIH had been revised to be at a price based on an underlying value of $40.00
for each share of American Maize common stock owned by GIH.
It recently has come to my attention that certain GIH shareholders have
inquired concerning the present status of EBS's proposal to negotiate a
satisfactory agreement to purchase all outstanding GIH shares. I write now to
confirm EBS's continuing interest in acquiring all of the shares of GIH on the
terms previously announced.
1.2
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(LETTERHEAD)
2.2
EBS's ability to enter into a satisfactory agreement to purchase all of
the shares of GIH while its tender offer for shares of American Maize is
pending may be constrained, however, by the Commission's Rule 10b-13 under the
Securities Exchange Act of 1934. This rule prohibits a person making a tender
offer for an equity security from directly or indirectly purchasing or making
any arrangement to purchase such equity security prior to the expiration of the
tender offer. Based on EBS's understanding that the assets of GIH consist
almost solely of shares of American Maize common stock, EBS believes that the
Commission might consider an agreement to purchase shares of GIH as an indirect
arrangement to purchase common stock of American Maize in violation of Rule
10b-13. EBS therefore intends to seek an interpretive ruling from the
Commission to permit EBS to enter into a satisfactory agreement, during the
pendency of the tender offer for American Maize common stock, to purchase
shares of GIH. This purchase of GIH shares would take place simultaneously with
the purchase by EBS of shares of American Maize pursuant to the tender offer
and would be at a price reflecting the same underlying price for shares of
common stock of American Maize as is offered in the tender offer.
If EBS does not obtain such interpretive relief, however, be assured
that EBS remains committed to pursuing with you, upon expiration of the tender
offer, an acceptable agreement to purchase all of the shares of GIH.
Very truly yours,
Stefano Meloni
