8-K 1 FORM 8-K 1 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): March 30, 1995 AMERICAN MAIZE-PRODUCTS COMPANY (Exact name of registrant as specified in its charter) Maine 1-6244 13-0432720 (State or other (Commission (IRS Employer jurisdiction of File No.) Identification No.) incorporation) 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) 2 Item 5. Other Events On March 30, 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 March 30, 1995. 2 3 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: March 30, 1995 3 4 EXHIBIT INDEX
Number Subject Matter ------ -------------- 99.1 Press release of the Company, dated March 30, 1995.
4 EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 FOR: IMMEDIATE RELEASE CONTACT: Edward P. Norris Chief Financial Officer (203) 356-9000 STAMFORD, Conn., March 30, 1995 -- American Maize-Products Company (ASE:AZE) announced today that EFL Ltd., an affiliate of Pexco Holdings, Inc., had reportedly acquired 282,600 shares of American Maize Class B common stock and agreed to acquire an additional 18,054 Class B shares at undisclosed prices. American Maize had previously been informed by a stockholder that a Pexco affiliate had purchased from such stockholder approximately 143,000 Class B shares at a price of $46 per share. A spokesperson for Pexco reportedly stated that such 143,000 shares were included in the total of 282,600 shares of Class B Common Stock acquired by EFL Ltd. Pexco also stated that it did not intend to tender the Class B shares which EFL Ltd. acquired into the $40 per share tender offer presently being conducted by 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. Following the successful completion of the tender offer, a subsidiary of Eridania will merge with American Maize and holders of all remaining shares of American Maize will receive $40 per share. American Maize intends to proceed with the transactions contemplated by the merger agreement. On February 23, 1995, Pexco, an affiliate of Usaha Tegas sdn. bhd., offered to purchase all of the American Maize Class B common stock owned by and for the benefit of William Ziegler, III, Chairman of the Board of American Maize, his sister Helen Z. Steinkraus and their respective families' trusts at $44 per share. According to the February 23rd offer, if such offer was accepted, Pexco would propose a merger with American Maize at a purchase price of $40.25 per share for all of American Maize's remaining Class A and Class B common stock. Pexco has made no proposal to American Maize regarding an acquisition. 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. * * *