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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 1)
AMERICAN MAIZE-PRODUCTS COMPANY
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(Name of Issuer)
Class B Common Stock 027339 30 8
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(Title of class of securities) (CUSIP number)
David E. Zeltner, Weil, Gotshal & Manges, 767 Fifth Avenue,
New York, New York 10153, (212)310-8000
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(Name, address and telephone number of person authorized to receive
notices and communications)
July 14, 1995
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
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CUSIP No. 027339 30 8 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
EFL Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Hong Kong
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 282,600
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 282,600
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 282,600
REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.2%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 027339 30 8 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Excorp Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Hong Kong
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 282,600
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 282,600
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 282,600
REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.2%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 027339 30 8 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Excorp Holdings Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Hong Kong
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 282,600
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 282,600
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 282,600
REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.2%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 027339 30 8 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Abacus (C.I.) Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Island of Jersey
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 282,600
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 282,600
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 282,600
REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.2%
14 TYPE OF REPORTING PERSON: CO
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 relates to the Statement on Schedule
13D (the "Statement") filed on April 6, 1995 on behalf of EFL Limited,
a corporation organized under the laws of Hong Kong (the "Purchaser"),
Excorp Limited, a corporation organized under the laws of Hong Kong
("Excorp"), Excorp Holdings Limited, a corporation organized under the
laws of Hong Kong ("Excorp Holdings"), and Abacus (C.I.) Limited, a
trust corporation organized under the laws of the Island of Jersey, as
trustee (the "Trustee"), of the Settlement dated 31 December 1985, a
trust established under the laws of the Island of Jersey (the
"Trust"), with regard to the beneficial ownership of Class B Common
Stock, par value $.80 per share (the "Class B Stock"), of American
Maize-Products Company, a Maine corporation (the "Company").
Purchaser, Excorp, Excorp Holdings and the Trustee are referred to
herein collectively as the "Reporting Persons".
ITEM 4. PURPOSE OF TRANSACTION
As previously reported in the Statement, on February 23,
1995, A.M. Acquisition Corp., a Delaware corporation and an affiliate
of the Purchaser ("AMAC"), made a proposal to Mr. William Ziegler,
III, Ms. Helen Z. Steinkraus, GIH Corp., United States Trust Company
of New York and First Fidelity Bank (formerly Union Trust Company)
(such offerees being referred to collectively as the
"Ziegler/Steinkraus Parties") to purchase,
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subject to certain conditions, all of the Ziegler/Steinkraus Parties'
shares of Class B Stock for $44 per share. The proposal stated that
if such offer was accepted, AMAC would propose to the Company a cash
merger transaction pursuant to which all of the outstanding shares of
the Company's Common Stock (other than the shares of Class B Stock
owned by the Ziegler/Steinkraus Parties) would be converted into the
right to receive a cash amount equal to $40.25 per share. At the
request of representatives of Mrs. Steinkraus and in an effort to
eliminate the "double" tax to stockholders of GIH Corp., on March 8,
1995, AMAC made an alternative proposal to the Ziegler/Steinkraus
Parties to purchase all of the outstanding shares of capital stock of
GIH Corp. owned by each of the Ziegler/Steinkraus Parties (in lieu of
purchasing Class B Stock from GIH Corp. directly). AMAC indicated
that its proposals to the Ziegler/Steinkraus Parties would remain open
until the Ziegler/Steinkraus Parties were notified to the contrary or,
based upon developments, such parties' shares ceased to represent a
controlling interest in the Company.
On July 10, 1995, press reports indicated that Eridania
Beghin-Say, S.A. ("Eridania") has persuaded Mr. William Ziegler, III
to participate in a proposed transaction under which Eridania would
acquire all outstanding shares of the Company's Common Stock at $40
per share and a group led by Mr. Ziegler would then
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acquire 88% of the Company's tobacco business for $165 million, with
the Company providing $20 million of subordinated debt financing for
the Ziegler group purchase (the "Proposed Eridania/Ziegler
Transaction"). On July 14, 1995, AMAC notified the Ziegler/Steinkraus
Parties that, in view of the Proposed Eridania/Ziegler Transaction,
AMAC's proposals have been withdrawn. Such notification was made
pursuant to a letter from Pexco Holdings, Inc., a Delaware corporation
and a wholly-owned subsidiary of Excorp, dated July 14, 1995, a copy
of which is filed as an exhibit hereto and incorporated herein by
reference.
The Reporting Persons believe that the Proposed
Eridania/Ziegler Transaction would not maximize value for all
shareholders and are in the process of considering possible
alternatives to such proposed transaction. The Reporting Persons may
pursue discussions or negotiations with the Company, other
stockholders and/or other interested parties with respect to such
possible alternatives. Although the Reporting Persons may actively
pursue such discussions or negotiations, there can be no assurance
that any alternative transaction will be proposed by the Reporting
Persons.
Depending upon the outcome of the discussions or
negotiations referred to above and other future developments, the
Reporting Persons may determine to acquire additional shares of the
Company's common stock in the open market, privately
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negotiated transactions or otherwise. Alternatively, depending upon
the outcome of such discussions, negotiations or developments, the
Reporting Persons may determine to sell their shares of Class B Stock
in the open market, in privately negotiated transactions or otherwise.
Although the foregoing reflects activities presently
contemplated by the Purchaser with respect to the Company, the
foregoing is subject to change at any time. Except as set forth
above, none of the Reporting Persons has any present plans or
proposals which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Amendment No.1, the Purchaser is
the beneficial owner of an aggregate of 282,600 shares of Class B
Stock which represents approximately 16.2% of the 1,742,057 shares of
Class B Stock issued and outstanding as of May 25, 1995, as reported
in the Company's Proxy Statement for its 1995 Annual Meeting of
Shareholders dated June 2, 1995.
Excorp is the beneficial owner of all of the issued and
outstanding capital stock of the Purchaser and, consequently, may be
deemed to be the beneficial owner of the 282,600 shares of Class B
Stock (representing approximately 16.2% of the issued and
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outstanding shares of Class B Stock) of which the Purchaser is the
beneficial owner.
Excorp Holdings is the beneficial owner of all of the issued
and outstanding capital stock of Excorp and, therefore, may be deemed
to be the beneficial owner of the 282,600 shares of Class B Stock
(representing approximately 16.2% of the issued and outstanding shares
of Class B Stock) of which Excorp may be deemed to be the beneficial
owner.
The Trust is the beneficial owner of all of the issued and
outstanding capital stock of Excorp Holdings and the Trustee has
voting and dispositive power with respect to such stock of Excorp.
Consequently, the Trustee may be deemed to be the beneficial owner of
the 282,600 shares of Class B Stock (representing approximately 16.2%
of the issued and outstanding shares of Class B Stock) of which Excorp
Holdings may be deemed to be the beneficial owner.
(b) Based on their respective interests as described in
paragraph (a) above, each of the Reporting Persons may be deemed to
share power to vote and to dispose of the shares of Class B Stock
beneficially owned or deemed to be beneficially owned by them. The
responses of the Reporting Persons to Items (7) through (11) of the
cover page of this Statement which relate to the beneficial ownership
of shares of Class B Stock of the Company are incorporated herein by
reference.
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(c) None of the Reporting Persons nor any of their
respective directors, executive officers, trustees or subsidiaries
have effected any transaction in shares of Class B Stock during the
past sixty days; however, as indicated in Item 6, the Purchaser's
right and obligation to purchase 18,054 additional shares of Class B
Stock under a certain stock purchase agreement terminated pursuant to
the terms of such agreement on May 24, 1995.
(d) and (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER
As previously reported in the Statement, pursuant to the
terms and conditions of a certain Stock Purchase Agreement (the
"Porter Stock Purchase Agreement"), dated March 28, 1995, by and
between the Purchaser and A. Alex Porter, as seller, the Purchaser
purchased 41,500 shares of Class B Stock and had agreed to purchase an
additional 18,054 shares of Class B Stock from Mr. Porter on the later
of April 11, 1995 or the date of the issuance and delivery of Class B
Stock pursuant to a certain rights offering made by the Company to the
holders of Class B Stock pursuant to a registration statement under
the Securities Act of 1933 that was declared effective on March 17,
1994. Pursuant to the terms of the Porter Stock Purchase Agreement,
the obligation to sell and purchase such additional 18,054 shares
would terminate in the event that such rights offering was terminated
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and, on May 24, 1995, such rights offering was terminated by the
Company. Accordingly, the Reporting Persons no longer have the right
or obligation to purchase such additional shares and should not be
deemed to be the beneficial owners of such additional shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following Exhibits are filed herewith:
Exhibit 12 - Letter, dated July 14, 1995, from Pexco to the
Ziegler/Steinkraus Parties.
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge
and belief, each of the undersigned hereby certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: July 14, 1995
EFL LIMITED
By: /s/ Leonard D. Pickett
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Name: Leonard D. Pickett
Title: Attorney-in-fact
EXCORP LIMITED
By: /s/ Leonard D. Pickett
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Name: Leonard D. Pickett
Title: Attorney-in-fact
EXCORP HOLDINGS LIMITED
By: /s/ Leonard D. Pickett
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Name: Leonard D. Pickett
Title: Attorney-in-fact
ABACUS (C.I.) LIMITED, as
Trustee
By: /s/ Leonard D. Pickett
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Name: Leonard D. Pickett
Title: Attorney-in-fact
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EXHIBIT INDEX
Exhibit Exhibit Number
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Letter, dated July 14, 1995, from Pexco to the 12
Ziegler/Steinkraus Parties.
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EXHIBIT 12
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PEXCO HOLDINGS, INC.
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7130 S. Lewis Avenue
Suite 850
Tulsa, Oklahoma 74136
Tel. (918) 493-7730
Fax. (918) 493-7796
July 14, 1995
Mr. William Ziegler, III
Hay Island
Darien, Connecticut 06820
Mrs. Helen Z. Steinkraus
Great Island
P.O. Box 3038
Noroton, Connecticut 06820
GIH Corp.
250 Harbor Drive
Stamford, Connecticut 06902
United States Trust Company of New York
114 West 47th Street
New York, New York 10036
First Fidelity Bank
300 Main Street
Stamford, Connecticut 06902
Re: American Maize-Products Company
Ladies and Gentlemen:
Pursuant to my letters to you of February 23 and March 8,
1995, A.M. Acquisition Corp. ("AMAC"), an indirect wholly owned
subsidiary of Usaha Tegas sdn. bhd. ("Usaha"), made proposals to you,
as the controlling shareholders of American Maize-Products Company
(the "Company"), to purchase all of your shares of the Company's Class
B Common Stock or, alternatively and in lieu of purchasing the Class B
shares owned by GIH Corp., purchasing from the shareholders of GIH
Corp. all of the shares of GIH Corp.
Recent press reports indicate that Eridania Beghin-Say, S.A.
("Eridania") has persuaded Mr. William Ziegler, III to participate in
a proposed transaction under which Eridania would acquire all
outstanding shares of the Company and a group led by
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Mr. William Ziegler, III
Ms. Helen Z. Steinkraus
July 14, 1995
Page
Mr. Ziegler would then acquire 88% of the Company's tobacco business
for $165 million, with the Company providing $20 million of
subordinated debt financing for the Ziegler group purchase. In view
of this development, this letter constitutes notice that AMAC's
outstanding proposals to you have been withdrawn.
Very truly yours,
/s/ Leonard D. Pickett
LEONARD D. PICKETT
President
LDP/ph
Enclosure
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