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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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AMERICAN MAIZE-PRODUCTS COMPANY
(NAME OF SUBJECT COMPANY)
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AMERICAN MAIZE-PRODUCTS COMPANY
(NAME OF PERSON(S) FILING STATEMENT)
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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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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. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, dated February 28, 1995 (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 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY SUBJECT COMPANY.
Paragraph (a) of Item 7 is hereby amended to add the following information:
On March 2, 1995, Usaha Tegas sdn. bhd. ("UTSB") issued a press
release announcing that it had extended its proposal to purchase all of the
Class B Common Stock owned by the GIH Entities for $44 per share until
March 10, 1995. UTSB has made no proposal to the Company regarding an
acquisition.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(15) Press release issued by the Company on March 3, 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 3, 1995
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INDEX TO EXHIBITS
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EXHIBIT NUMBER EXHIBIT
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<S> <C>
(15) Press release issued by the Company on March 3, 1995.
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EXHIBIT 15
FOR: IMMEDIATE RELEASE
CONTACT: Edward P. Norris
Chief Financial Officer
(203) 356-9000
STAMFORD, Conn., March 3, 1995 -- American Maize-Products Company (ASE:AZE)
announced today that the proposal by Usaha Tegas sdn. bhd. to acquire the
American Maize Class B common stock owned by and for the benefit of William
Ziegler, III, Chairman of the Board of the Company, his sister Helen Z.
Steinkraus, and their respective families for $44 per share was extended until
March 10, 1995 from March 1st. If such proposal is 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.
Mr. Ziegler, Mrs. Steinkraus and their respective families' trusts own GIH
Corp. GIH Corp. owns approximately 13.4% of American Maize Class A Common Stock
and approximately 47.3% of American Maize Class B Common Stock. Control of GIH
Corp. is the subject of litigation pending between the Ziegler and Steinkraus
families.
Pursuant to a merger agreement signed with American Maize, Eridania
Beghin-Say, S.A. 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. The Board of Directors of the Company
has approved the tender offer and the merger.
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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