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SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 4
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. 4 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 28, 1995, First Fidelity Bank ("First Fidelity"),
co-trustee with Mr. Ziegler of certain Ziegler family trusts described
in Item 4(a) below, moved to intervene as a plaintiff in this lawsuit,
and Mr. Ziegler and First Fidelity are seeking to preliminarily enjoin
the issuance of any Available Shares.
Item 9. Material to be Filed as Exhibits.
(19) Press release issued by the Company on March 29, 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: March 29, 1995
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INDEX TO EXHIBITS
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Exhibit Number Exhibit
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(19) Press release issued by the Company on March 29, 1995.
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Exhibit 19
FOR: IMMEDIATE RELEASE
CONTACT: Edward P. Norris
Chief Financial Officer
(203) 356-9000
STAMFORD, Conn., March 29, 1995 -- American Maize-Products Company
(ASE:AZE) announced today that First Fidelity Bank, co-trustee with William
Ziegler, III, Chairman of the Board of American Maize, over certain Ziegler
family trusts, has moved in the Superior Court of Cumberland County, Maine to
intervene as a plaintiff in Mr. Ziegler's lawsuit against American Maize and
its other directors. On March 24, 1995, the court denied Mr. Ziegler's
request for a preliminary injunction against the issuance of authorized but
unissued shares of American Maize Class B common stock to Eridania Beghin-Say,
S.A. Mr. Ziegler and First Fidelity have asked the court to reconsider its
decision.
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.
Mr. Ziegler filed suit on February 22, 1995, claiming, among other
things, that the approval by American Maize's directors of the proposed
acquisition by Eridania of American Maize constituted a breach of the
directors' fiduciary duties and that the proposed sale of Class B shares to
Eridania would be illegal. In documents filed with the court, First Fidelity
indicated that it is not in favor of the proposed acquisition by Eridania of
American Maize.
Mr. Ziegler and First Fidelity are co-trustees of trusts for the
benefit of the Ziegler family which, together with certain trusts for the
benefit of Mr. Ziegler's sister, Helen Z. Steinkraus, and her family, own GIH
Corp. GIH Corp. owns approximately 13% of the Class A common stock and
approximately 47% of the Class B common stock of American Maize. Control over
GIH Corp. is the subject of litigation between the Ziegler and Steinkraus
families. Pursuant to a settlement agreement entered into in 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 intends to appeal the recent decision in favor
of Mr. Ziegler rendered in such litigation. The Company believes that the
settlement agreement will remain in effect until the appeals process in such
litigation is exhausted. The Ziegler trusts also claim direct ownership over
an additional 3% of the Class B common stock, and Mr. Ziegler claims direct
ownership over an additional 4% of the Class B common stock.
In addition, American Maize announced that it was informed by a
stockholder that Usaha Tegas sdn. bhd. or one or more affiliates thereof had
today purchased from such stockholder approximately 143,000 shares of Class B
common stock of American Maize at a price of $46 per share. American Maize
believes that Usaha Tegas has purchased, and is attempting to purchase,
additional shares of Class B common stock. On February 23, 1995, Usaha Tegas
offered to purchase all of the American Maize Class B common stock owned by Mr.
Ziegler, Mrs. Steinkraus, their respective families' trusts and GIH Corp. at
$44 per share. According to the February 23rd offer, if such offer was
accepted, Usaha Tegas 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. Usaha Tegas 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.
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