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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): April 12, 1995
AMERICAN MAIZE-PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
Maine 1-6244 13-0432720
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) File No.) Identification No.)
250 Harbor Drive, Stamford, Connecticut 06902
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 356-9000
None
(Former name or former address, if changed since last report)
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Item 5. Other Events
On April 12, 1995, American Maize-Products Company (the
"Company") issued a press release which is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press release of the Company, dated April 12, 1995.
2
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SIGNATURES
Pursuant to the requirements of the Securities 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
---------------------------------
Name: Edward P. Norris
Title: Vice President and
Chief Financial Officer
Date: April 13, 1995
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EXHIBIT INDEX
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Number Subject Matter
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<S> <C>
99.1 Press release of the Company, dated April 12, 1995.
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Exhibit 99.1
FOR: IMMEDIATE RELEASE
CONTACT: Edward P. Norris
Chief Financial Officer
(203) 356-9000
STAMFORD, Conn., April 12, 1995 -- American Maize-Products Company
(ASE:AZE) announced today that it has received a clarification of the order
issued on April 10, 1995 by the Supreme Judicial Court of Maine. The Order of
Clarification states, "Upon motion of American Maize-Products Company's request
for clarification. The Order dated April 10, 1995 reports a final decision on
the merits with an opinion to follow."
The April 10, 1995 order enjoined American Maize from enforcing the
deadline for Class B shareholders to exercise their preemptive rights to acquire
additional Class B voting shares of American Maize and also enjoined American
Maize from issuing any additional Class B voting shares "pending issuance of the
final opinion of the Court." American Maize sought clarification of the April
10 order to determine whether it was the Court's final decision on the appeal or
whether it was intended as a temporary stay pending its decision.
The April 10, 1995 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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