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 26, 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) 1 Item 5. Other Events ------------ American Maize-Products Company (the "Company") hereby incorporates by reference the description of the proposed transaction between the Company, Eridania Beghin-Say, S.A. ("Eridania") and Cerestar USA II, Inc., a Delaware corporation and wholly-owned subsidiary of Eridania ("Cerestar"), which is described in (1) the Agreement and Plan of Merger among the Company, Eridania and Cerestar dated as of July 26, 1995 (such agreement being Exhibit 2.1 attached hereto) and (2) the press release of the Company dated July 26, 1995 announcing the proposed transaction and certain related transactions among Eridania and certain stockholders of the Company (such press release being Exhibit 99.1 attached hereto). Item 7. Financial Statements and Exhibits --------------------------------- (c) Exhibits. -------- 2.1 Agreement and Plan of Merger among American Maize-Products Company, Eridania Beghin-Say, S.A. and Cerestar USA II, Inc., dated as of July 26, 1995. 99.1 Press release of the Company, dated July 26, 1995. 2 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: July 28, 1995 3 EXHIBIT INDEX ------------- Number Subject Matter - ------ -------------- 2.1 Agreement and Plan of Merger among American Maize-Products Company, Eridania Beghin-Say, S.A. and Cerestar USA II, Inc., dated as of July 26, 1995. 99.1 Press release of the Company, dated July 26, 1995. 4