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SECURITIES AND EXHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 8)
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AMERICAN MAIZE-PRODUCTS COMPANY
(Name of Subject Company)
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CERESTAR USA, INC.
ERIDANIA BEGHIN-SAY, S.A.
(Bidders)
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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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Andrew C. Harvard
President
Cerestar USA, Inc.
c/o Central Soya Company, Inc.
1300 Fort Wayne National Bank Building
Fort Wayne, Indiana 46802
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Copy to:
Neil T. Anderson
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-3653
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
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This Amendment No. 8, the final amendment, is filed to supplement and
amend the information set forth in the Tender Offer Statement on Schedule 14D-1
filed by Cerestar USA, Inc. (the "Purchaser") and Eridania Beghin-Say, S.A.
(the "Offeror") on February 28, 1995, as amended by Amendment No. 1 filed on
March 14, 1995, Amendment No. 2 filed on March 24, 1995, Amendment No. 3 filed
on March 27, 1995, Amendment No. 4 filed on March 28, 1995, Amendment No. 5
filed on April 11, 1995, Amendment No. 6 filed on April 19, 1995 and Amendment
No. 7 filed on May 8, 1995 to such schedule (the "Schedule 14 D-1"), with
respect to shares of Class A Common Stock, par value $0.80 per share (the
"Class A Common Stock"), and Class B Common Stock, par value $0.80 per share
(the "Class B Common Stock" and together with the Class A Common Stock, the
"Shares"), of American Maize-Products Company (the "Company"). Unless otherwise
indicated, the capitalized terms used herein shall have the meanings specified
in the Schedule 14D-1 including the Offer to Purchase filed as Exhibit (a)(1)
thereto.
Item 10. Additional Information.
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On May 12, 1995, the Offeror issued a press release announcing the
termination of its tender offer for the Shares of the Company. The number of
Shares deposited as of the close of business on May 12, 1995 was 6,087,812
shares of Class A Common Stock, or approximately 66.7% of the Class A Common
Stock outstanding, and 183,828 shares of Class B Common Stock, or approximately
21.9% of the Class B Common Stock outstanding. The number of Shares tendered was
insufficient to meet the minimum tender conditions set forth in the Offeror's
Offer to Purchase dated February 28, 1995, and accordingly, the tender offer is
terminated as of May 12, 1995. In addition, the Offeror also announced that it
was terminating its February 22, 1995 merger agreement with the Company. The
full text of the press release is attached hereto as Exhibit (a)(17) and is
incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
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Exhibit No. Description
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(a)(17) Press Release, dated May 12, 1995.
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SIGNATURES
After due 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.
Dated: May 15, 1995
ERIDANIA BEGHIN-SAY, S.A.
By: /s/ STEFANO MELONI
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Name: Stefano Meloni
Title: Chairman
CERESTAR USA, INC.
By: /s/ ANDREW C. HARVARD
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Name: Andrew C. Harvard
Title: President
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INDEX TO EXHIBITS
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
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(a)(17) Press Release, dated May 12, 1995.
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EXHIBIT (a)(17)
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Contact: David Kronfeld/Barbara Glassman
Kekst and Company
212-593-2655
FOR IMMEDIATE RELEASE
ERIDANIA BEGHIN-SAY TO TERMINATE TENDER OFFER FOR AMERICAN MAIZE
Paris, France, May 12, 1995--Eridania Beghin-Say said today that, together with
its Cerestar USA subsidiary, it is terminating its tender offer for the shares
of American Maize-Products Company because the minimum conditions for its
tender offer were not met. Accordingly. Eridania Beghin-Say is also terminating
its February 22, 1995 merger agreement with American Maize, pursuant to which
it had agreed to acquire American Maize at $40 per share.
Eridania Beghin-Say noted that the Maine Supreme Court has blocked the issue of
additional American Maize Class B shares, and that Eridania Beghin-Say has also
received no response to its letter of May 5 to Trustees of the Ziegler family
trusts to pursue discussions.
Stefano Meloni, Chairman of Eridania Beghin-Say, said, "Despite our efforts,
we regret that it appears the conditions for a successful completion of the
transaction as we proposed cannot be met."
