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SECURITIES AND EXCHANGE 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. 4)
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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. 4 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 and Amendment No. 3 filed on March 27,
1995 to such schedule (the "Schedule 14D-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
On March 27, 1995, the Offeror issued a press release announcing the
number of shares deposited to date and announcing the extension of time during
which the shares may be tendered until midnight, April 10, 1995. The full text
of the press release is attached hereto as Exhibit (a)(12) and is incorporated
herein by reference.
Item 11. Material to be Filed as Exhibits.
Exhibit No. Description
(a)(12) Press Release, dated March 27, 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: March 28, 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
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SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
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(a)(12) Press Release, dated March 27, 1995
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EXHIBIT (a)(12)
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Contact: David Kronfeld/Barbara Glassman
Keket and Company
(212) 593-2655
FOR IMMEDIATE RELEASE
ERIDANIA BEGHIN-SAY EXTENDS TIME PERIOD
FOR AMERICAN MAIZE TENDER OFFER
PARIS, FRANCE, March 27, 1995 - Eridania Beghin-Say announced today that it has
extended the time during which shareholders of American Maize-Products Company
may tender their shares until 12:00 Midnight New York City time, on Monday,
April 10, 1995.
In addition, Eridania Beghin-Say reported that as of 3:30 p.m. today 5,962,160
Class A shares and 433,358 Class B shares, or 65.30% of the outstanding Class A
shares and 24.87% of the outstanding Class B shares of American Maize, have
been tendered.
Pursuant to a merger agreement entered into by Eridania Beghin-Say, its
subsidiary Cerestar USA, Inc. and American Maize-Products Company on February
22, Eridania Beghin-Say commenced a tender offer on February 28 to acquire all
of the outstanding shares of common stock of American Maize at $40 per share.
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