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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): July 7, 1995
AMERICAN MAIZE-PRODUCTS COMPANY
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(Exact name of registrant as specified in its charter)
Maine 1-6244 13-0432720
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
Incorporation)
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 July 7, 1995, Eridania Beghin-Say, S.A. ("Eridania") forwarded a
letter to the Board of Directors of American Maize-Products Company (the
"Company") which letter is attached hereto as Exhibit 99.1 and incorporated
herein by reference. In connection with such letter, on July 7, 1995, Eridania
entered into the letters of intent that are attached hereto as Exhibits 99.2 and
99.3 and incorporated herein by reference. On July 10, 1995, the Company issued
a press release which is attached hereto as Exhibit 99.4 and incorporated herein
by reference.
Item 7. Financial Statements and Exhibits
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(c) Exhibits.
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99.1 Letter to the Board of Directors of the Company from
Eridania dated July 7, 1995.
99.2 Letter of Intent, dated July 7, 1995, among Eridania,
William Ziegler, III, individually, William Ziegler,
III, as Trustee and First Fidelity Bank, Connecticut, as
Trustee.
99.3 Letter of Intent, dated July 7, 1995, among Eridania,
Helen Z. Steinkraus, individually, Helen Z. Steinkraus,
as Trustee and United States Trust Company of New York,
as Trustee.
99.4 Press release of the Company, dated July 10, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities and 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: July 11, 1995
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EXHIBIT INDEX
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Number Subject Matter
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99.1 Letter to the Board of Directors of the Company from Eridania
dated July 7, 1995.
99.2 Letter of Intent, dated July 7, 1995, among Eridania, William
Ziegler, III, individually, William Ziegler, III, as Trustee and
First Fidelity Bank, Connecticut, as Trustee.
99.3 Letter of Intent, dated July 7, 1995, among Eridania, Helen Z.
Steinkraus, individually, Helen Z. Steinkraus, as Trustee and
United States Trust Company of New York, as trustee.
99.4 Press release of the Company, dated July 10, 1995.
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EXHIBIT 99.1
July 7, 1995
PERSONAL AND CONFIDENTIAL
Board of Directors
American Maize-Products Company
250 Harbor Drive
Stamford, Connecticut 06902
Dear Gentlemen:
On behalf of Eridania Beghin-Say, S.A. ("EBS"), I am pleased to submit
a proposal which would result in the shareholders of American Maize-Products
Company (the "Company") receiving $40 per share in cash for each outstanding
share of common stock of the Company pursuant to a merger of the Company with
Cerestar USA, a subsidiary of EBS. The proposed $40 per share consideration is
equivalent to the consideration provided in the agreement and Plan of Merger
entered into on February 22, 1995 by the Company, EBS and Cerestar USA, Inc.
(the "Prior Merger Agreement"). EBS is prepared in connection with this proposal
to enter into the attached form of Agreement and Plan of Merger (the "Merger
Agreement"), which contains substantially the same terms and conditions as were
contained in the Prior Merger Agreement.
In connection with this proposal, EBS has entered into the attached
letter agreements with Mr. William Ziegler, III, and the trustees of certain
trusts for the benefit of the Ziegler family (the "Ziegler Parties") and Mrs.
Helen Z. Steinkraus and the trustees of certain trusts for the benefit of the
Steinkraus family (the "Steinkraus Parties"), respectively. These letter
agreements provide that in connection with the execution of the Merger Agreement
and the consummation of the merger contemplated thereby, the Ziegler Parties and
the Steinkraus Parties will sell all of their shares of GIH Corp. ("GIH") to a
subsidiary of EBS for a price calculated based on an underlying value of $40 for
each share of common stock of the Company owned by GIH. Additionally, the letter
agreement with the Ziegler Parties provides that EBS will cause American Maize,
subsequent to the merger of American Maize and a subsidiary of EBS, to sell 88%
of the common stock of Swisher International, Inc. to the Ziegler Parties for
$165 million.
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We expect to move expeditiously in connection with this proposal, and
we and our legal and financial advisors are prepared to meet with you or your
representatives and advisors at your earliest convenience. Accordingly, we ask
that you respond to this proposal as soon as possible.
Very truly yours,
/s/ Stefano Meloni
Stefano Meloni
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EXHIBIT 99.2
July 7, 1995
Mr. William Ziegler, III
250 Harbor Drive
P.O. Box 10128
Stamford, Connecticut 06904
Mr. William Ziegler, III, as Trustee
250 Harbor Drive
P.O. Box 10128
Stamford, Connecticut 06904
First Fidelity Bank, Connecticut, as Trustee
P.O. Box 1297
Stamford, Connecticut 06904
Gentlemen:
This letter sets forth the understanding among each of you and Eridania
Beghin-Say, S.A., a corporation organized under the laws of France ("EBS"),
concerning the following transactions (the "Proposed Transactions"):
(i) EBS and a subsidiary of EBS ("Subsidiary I") will enter into a
stock purchase agreement with all of the holders of common stock of GIH Corp., a
Delaware corporation ("GIH"), including you, pursuant to which Subsidiary I will
agree to purchase all of the outstanding shares of common stock of GIH at a per
share price calculated based on an underlying value of $40 for each share of
common stock of American Maize-Products Company ("American Maize") owned by GIH
less the value of any disclosed liabilities of GIH (the "GIH Stock Purchase
Agreement"). It is understood that GIH will have no assets at the time of sale
of the GIH stock other than shares of American Maize. Consummation of the GIH
Stock Purchase Agreement will be conditioned on (A) the approval by the Board of
Directors of American Maize and the stockholders of American Maize of the Merger
Agreement and of an amendment to the Articles of Incorporation of American Maize
(each as described in paragraph (ii) below), (B) the agreement of the other
stockholders of GIH to the sale of GIH common stock and (C) subject to paragraph
(iv) below, the receipt by Swisher (as defined below) of assurances reasonably
satisfactory to the Purchasers (as defined below) of the availability of senior
debt in the aggregate amount of $110 million on commercially reasonable terms
and conditions. Consummation of the GIH Stock Purchase Agreement will occur
immediately prior to consummation of the Merger Agreement. You will agree in the
GIH Stock Purchase Agreement not to sell your shares of GIH or permit GIH to
sell its American Maize shares to any other party at any time prior to December
31, 1995. The GIH
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Stock Purchase Agreement also will contain other customary terms and conditons;
(ii) EBS and a subsidiary of Subsidiary I ("Subsidiary II") will enter
into an agreement and plan of merger with American Maize pursuant to which
Subsidiary II will be merged with and into American Maize and each of the
outstanding shares of common stock of American Maize (other than the shares
owned by GIH) will be cancelled in exchange for $40 in cash (the "Merger
Agreement"). The Merger Agreement will contain substantially equivalent terms as
contained in the Agreement and Plan of Merger, dated as of February 22, 1995,
among American Maize, EBS and Cerestar USA, Inc. Consummation of the Merger
Agreement will be conditioned, among other customary conditions, on (A) the
approval of the Merger Agreement by the requisite vote under the Maine Business
Corporation Act ("MBCA") of the stockholders of American Maize, (B) no more than
5% of the holders of common stock of American Maize perfecting dissenters'
rights under Maine law by filing a written objection to the merger prior to or
during the meeting of stockholders to vote upon the Merger Agreement and (C) the
approval of the Board of Directors and stockholders of American Maize of an
amendment to the Articles of Incorporation of American Maize making Section 910
of the MBCA inapplicable to American Maize;
(iii) EBS and Subsidiary I will enter into a stock purchase agreement
with you or your respective nominees who are controlled by you (the
"Purchasers") pursuant to which they will agree to cause American Maize to sell
88% of the outstanding shares of common stock of Swisher International, Inc.
("Swisher") to the Purchasers for $145 million in cash and a subordinated note
(the "Note") issued by Swisher in the principal amount of $20 million (as
described in paragraph (iv) below) (the "Swisher Stock Purchase Agreement"). The
sale of the common stock of Swisher will effect a transfer of all of the assets
and liabilities (excluding intercompany liabilities) related to the business of
Swisher (subject to the agreement of the parties on the closing balance sheet of
Swisher), provided, however, that Swisher will have only $5 million of cash on
hand at the time of consummation of the sale. The Swisher Stock Purchase
Agreement will provide that Swisher will indemnify American Maize and its
affiliates for all past, present and future liabilities arising out of or
related to the business or operations of Swisher;
(iv) The Note issued by Swisher will pay interest at the rate of 6% per
annum, payable semi-annually in arrears. The Note will provide for the payment
of $3 million of the principal amount of the Note on each of the fifth and sixth
anniversaries of the date of issuance of the Note and payment of $14 million of
the principal amount of the Note on the seventh anniversary of the date of
issuance of the Note. The indebtedness evidenced by the Note will be subordinate
and junior to no more than $110 million of senior debt containing terms which
are reasonably satisfactory to EBS. The Note will contain other customary terms
and conditions. If the senior lenders require a modification to the repayment
schedule for the Note set forth above, the
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parties hereto will use their best efforts to negotiate in good faith to agree
on a repayment schedule and other terms of the Note that are in the aggregate
economically comparable to American Maize to the repayment schedule and other
terms of the Note contemplated herein; and
(v) Concurrent with consummation of the Swisher Stock Purchase
Agreement and execution of the Note, American Maize, the Purchasers and Swisher
will enter into a stockholders agreement (the "Swisher Stockholders Agreement").
The Swisher Stockholders Agreement will entitle American Maize to (A) designate
one representative who will be entitled to (i) receive notice of, (ii) attend as
an observer and (iii) receive copies of all documents distributed at, each
meeting of the Board of Directors of Swisher, (B) exercise "piggyback"
registration rights in the event of an initial public offering of the common
stock of Swisher, (C) exercise first priority tag-along rights to sell its
shares of Swisher common stock in the event of the sale of any shares of common
stock by another stockholder of Swisher, (D) at its option require Swisher and
the stockholders of Swisher to purchase American Maize's shares of common stock
of Swisher at a price equal to the fair market value of such shares (as
determined by one or more investment banks reasonably acceptable to the
Puchasers and EBS based on the acquisition value of Swisher at that time) at any
time after the fifth anniversary of the date of the Swisher Stockholders
Agreement and (E) receive information on a periodic basis related to the
operations and financial results of Swisher. The Swisher Stockholders Agreement
also will entitle Swisher at its option to purchase American Maize's shares of
common stock of Swisher at a price equal to the fair market value of such shares
(as determined by one or more investment banks reasonably acceptable to the
Purchasers and EBS based on the acquisition value of Swisher at that time) at
any time after the fifth anniversary of the date of the Swisher Stockholders
Agreement. The Purchasers and EBS will each bear one-half of the aggregate fees
of any investment bank or banks engaged to determine the fair market value of
shares of common stock of Swisher.
The GIH Stock Purchase Agreement, the Merger Agreement, the Swisher
Stock Purchase Agreement, the Note and the Swisher Stockholders Agreement are
hereinafter referred to collectively as the "Definitive Agreements." In
connection with the foregoing and to induce all parties to work toward the
negotiation and execution of Definitive Agreements with respect to such Proposed
Transactions, the parties hereto agree as follows:
The parties shall use their best efforts to negotiate and enter into as
promptly as practicable the Definitive Agreements with respect to the Proposed
Transactions embodying the terms set forth herein and such other terms,
agreements, representations, warranties and conditions as are mutually
satisfactory to the parties. In connection with the preparation of the
Definitive Agreements, you shall provide EBS with such information concerning
GIH as may reasonably be requested by EBS.
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It is understood that this letter agreement sets forth a statement of
intentions with respect to the Proposed Transactions, but does not contain all
matters upon which agreement must be reached in order for the Proposed
Transactions to be consummated. It is further understood that this letter
agreement constitutes an obligation binding on each party to use its best
efforts and to act in good faith to complete the Proposed Transactions and to
negotiate and enter into the Definitive Agreements. Other than the foregoing,
neither the Purchasers nor EBS will have any liability to the other. Each party
will bear its own expenses that arise from this letter agreement.
This letter agreement, unless the parties mutually agree in writing to
extend it, will expire on the 45th day after the date hereof.
This Agreement may be executed in any number of counterparts, each such
counterpart being deemed to be an original instrument, and all such counterparts
shall together constitute the same agreement.
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Please confirm that the foregoing accurately sets forth our agreement
by executing this letter and returning it to EBS.
July 7, 1995
Very truly yours,
ERIDANIA BEGHIN-SAY, S.A.
By: /s/ Stefano Meloni
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Name: Stefano Meloni
Title: Chairman
Accepted:
WILLIAM ZIEGLER, III
/s/ William Ziegler, III
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WILLIAM ZIEGLER, III,
as Trustee under the will of
Helen M. Rivoire
/s/ William Ziegler, III
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WILLIAM ZIEGLER, III,
as Trustee under the will of
William Ziegler, Jr.
/s/ William Ziegler, III
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FIRST FIDELITY BANK, CONNECTICUT,
as Trustee under the will of
Helen M. Rivoire
By: /s/ Donald S. Rotzien
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Name: Donald S. Rotzien
Title: Executive Vice-President
FIRST FIDELITY BANK, CONNECTICUT,
as Trustee under the will of
William Ziegler, Jr.
By: /s/ Donald S. Rotzien
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Name: Donald S. Rotzien
Title: Executive Vice-President
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Exhibit 99.3
July 7, 1995
Helen Z. Steinkraus
250 Harbor Drive
P.O. Box 10128
Stamford, Connecticut 06904
Helen Z. Steinkraus, as Trustee
250 Harbor Drive
P.O. Box 10128
Stamford, Connecticut 06904
United States Trust Company of New York, as Trustee
114 West 47th Street
New York, New York 10036
Gentlemen and Ladies:
This letter sets forth the understanding among each of you and Eridania
Beghin-Say, S.A., a corporation organized under the laws of France ("EBS"),
concerning the following transactions:
EBS has entered into the attached letter agreement (the "Letter
Agreement"), dated the date hereof, with Mr. William Ziegler, III, individually
and as Trustee under the wills of Helen M. Rivoire and William Ziegler, Jr., and
with First Fidelity Bank, Connecticut, as Trustee under the wills of Helen M.
Rivoire and William Ziegler, Jr. (collectively, the "Ziegler Parties"), pursuant
to which the Ziegler Parties have agreed to use their best efforts to negotiate
and enter into as promptly as practicable a stock purchase agreement (the "GIH
Stock Purchase Agreement") to sell all of their shares of common stock of GIH
Corp. ("GIH") to a subsidiary of EBS for a purchase price calculated based on an
underlying value of $40 for each share of common stock of
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American Maize-Products Company ("American Maize") owned by GIH.
In connection with the foregoing transaction contemplated by the Letter
Agreement, each of you hereby agrees to enter into the GIH Stock Purchase
Agreement and pursuant thereto to sell to a subsidiary of EBS all of the
outstanding shares of GIH owned by you for the purchase price provided therein.
Your obligation hereunder is conditioned upon (i) the execution of the GIH Stock
Purchase Agreement by all of the Ziegler Parties and (ii) the GIH Stock Purchase
Agreement, the Merger Agreement and the Swisher Stock Purchase Agreement
containing such terms and conditions as are reasonably satisfactory to you.
This letter agreement, unless the parties mutually agree in writing to
extend it, will expire on the earlier of (i) the 45th day after the date hereof
and (ii) the date, if any, on which the Board of Directors of American Maize
shall have finally rejected the proposal to merge with a subsidiary of EBS.
Terms used but not defined herein shall have the meanings given to such
terms in the Letter Agreement.
Please confirm that the foregoing accurately sets forth our agreement
by executing this letter and returning it to EBS.
Very truly yours,
ERIDANIA BEGHIN-SAY, S.A.
By: /s/ Stefano Meloni
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Name: Stefano Meloni
Title: Chairman
HELEN Z. STEINKRAUS
/s/ Helen Z. Steinkraus
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HELEN Z. STEINKRAUS,
as Trustee under the will of
Helen M. Rivoire
/s/ Helen Z. Steinkraus
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HELEN Z. STEINKRAUS,
as Trustee under the will of
William Ziegler, Jr.
/s/ Helen Z. Steinkraus
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UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee under the will of
Helen M. Rivoire
By: /s/ John M. Sartorius, Jr.
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Name: John M. Sartorius, Jr.
Title: Vice-President
UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee under the will of
William Ziegler, Jr.
By: /s/ John M. Sartorius, Jr.
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Name: John M. Sartorius, Jr.
Title: Vice-President
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EXHIBIT 99.4
Stamford, Conn., July 10, 1995 -- American Maize-Products Company
(ASE:AZE) announced today that it received a proposal from Eridania Beghin-Say,
S.A. to acquire the Company at a price of $40 per share in a merger transaction.
In connection with this proposal, on July 7, 1995, Eridania entered into letters
of intent with the stockholders of GIH Corp., which owns approximately 13% of
outstanding American Maize Class A shares and 47% of outstanding American Maize
Class B shares, to purchase all of the stock of GIH Corp. at a price calculated
based on an underlying value of $40 per share of American Maize stock owned by
GIH Corp. In addition, the letters of intent provide that, following Eridania's
acquisition of American Maize, Eridania will sell 88% of the common stock of
Swisher International Inc., the tobacco business of American Maize, to a group
led by William Ziegler, III for $165 million. Eridania will retain the remaining
12% interest in Swisher. The letters of intent expire 45 days after the date
thereof.
These transactions are subject to several conditions, including, among
others, (i) negotiation and execution of definitive documentation, (ii) receipt
of financing by the Ziegler group for the purchase of Swisher and (iii) approval
by the American Maize Board of Directors and stockholders of Eridania's
acquisition of American Maize. There can be no assurance that definitive
agreements in connection with these transactions will be executed or, if
executed, that these transactions will be consummated.
On February 22, 1995, American Maize and Eridania executed a merger
agreement pursuant to which Eridania commenced a tender offer for all
outstanding American Maize common stock at a price of $40 per share. Eridania
terminated its tender offer in May because the conditions to the offer had not
been met.
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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