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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 1995
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AMERICAN MAIZE-PRODUCTS COMPANY
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Maine 1-6244 13-0432720
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
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250 Harbor Drive, Stamford, Connecticut 06902
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 356-9000
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None
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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On March 31, 1995, American Maize-Products Company (the
"Company") issued a press release which is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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(c) Exhibits.
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99.1 Press release of the Company, dated March 31, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AMERICAN MAIZE-PRODUCTS COMPANY
By /s/Edward P. Norris
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Name: Edward P. Norris
Title: Vice President and
Chief Financial Officer
Date: April 3, 1995
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EXHIBIT INDEX
Number Subject Matter
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99.1 Press release of the Company, dated March 31, 1995.
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Exhibit 99.1
FOR: IMMEDIATE RELEASE
CONTACT: Edward P. Norris
Chief Financial Officer
(203) 356-9000
STAMFORD, Conn., March 31, 1995 -- American Maize-Products
Company (ASE:AZE) announced today that the Superior Court of Cumberland County,
Maine again denied the motion by William Ziegler, III, Chairman of the Board of
American Maize, and First Fidelity Bank, co-trustee with Mr. Ziegler over
certain Ziegler family trusts, to preliminarily enjoin the issuance of
authorized but unissued shares of American Maize Class B common stock to
Eridania Beghin-Say, S.A. The plaintiffs have appealed this decision. On
March 24, 1995, the court denied Mr. Ziegler's original request for a
preliminary injunction against the issuance of authorized but unissued Class B
shares. The court permitted First Fidelity to intervene as a plaintiff in Mr.
Ziegler's lawsuit against American Maize and its other directors. Mr. Ziegler
filed suit 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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