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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 7
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)
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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. 7 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 subsection in section (b)(ii) of Item 3 entitled "The Rights
Offering" is hereby amended to add the following:
As of the close of business on April 10, 1995, subscriptions to
purchase 121,144 shares of Class B Common Stock were received by the
Company pursuant to the Rights Offering.
The paragraph in section (b) of Item 3 entitled "Certain Litigation"
is hereby amended to add the following:
On April 10, 1995, the Supreme Judicial Court of Maine issued the
following order in connection with the appeal filed by the plaintiffs:
"Pursuant to plaintiffs' motions for an expedited appeal, and after
conference with counsel and receipt of briefs, oral argument was heard
on the merits of the appeals from the judgments of the Superior Court
dated March 27, 1995 and March 31, 1995. A full opinion of the Court
will issue in due course. In view of the demonstrated need for a
prompt decision, however, the following order is entered effective at
3:00 p.m. on April 10, 1995: Appellees, their officers, agents,
servants, employees and attorneys, and all persons in active concert
or in participation are enjoined from enforcing the deadline of 5:00
p.m. on Monday, April 10, 1995 for Class B shareholders of American
Maize-Products Company to exercise their preemptive rights to acquire
additional Class B voting shares issued by American Maize-Products
Company; and are enjoined from issuing any additional Class B voting
shares of American Maize-Products Company pending issuance of the
final opinion of the Court."
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(22) Press release issued by the Company on April 10, 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: April 11, 1995
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT
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<S> <C>
(22) Press release issued by the Company on April 10, 1995.
</TABLE>
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Exhibit 22
FOR: IMMEDIATE RELEASE
CONTACT: Edward P. Norris
Chief Financial Officer
(203) 356-9000
STAMFORD, Conn., April 10, 1995 -- American Maize-Products
Company (ASE:AZE) announced today that it has received the following Order
issued by the Supreme Judicial Court of Maine:
"Pursuant to plaintiffs' motions for an expedited appeal, and
after conference with counsel and receipt of briefs, oral argument was heard on
the merits of the appeals from the judgments of the Superior Court dated March
27, 1995 and March 31, 1995. A full opinion of the Court will issue in due
course. In view of the demonstrated need for a prompt decision, however, the
following order is entered effective at 3:00 p.m. on April 10, 1995:
Appellees, their officers, agents, servants, employees and attorneys, and all
persons in active concert or in participation are enjoined from enforcing the
deadline of 5:00 p.m. on Monday, April 10, 1995 for Class B shareholders of
American Maize-Products Company to exercise their preemptive rights to acquire
additional Class B voting shares issued by American Maize-Products Company; and
are enjoined from issuing any additional Class B voting shares of American
Maize-Products Company pending issuance of the final opinion of the Court."
The Order was issued in connection with the appeal 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, denying
preliminary injunctive relief against the issuance of authorized but unissued
shares of American Maize Class B common stock to Eridania Beghin-Say, S.A.
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. In connection with the merger
agreement, the parties entered into a stock purchase agreement pursuant to
which Eridania agreed to 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 remained available for purchase following the exercise by
holders of the Class B common stock of preemptive rights.
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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