1
                                                                      Exhibit 13


 
                                     (LOGO)
 
CS First Boston Corporation                                  55 East 52nd Street
                                                         New York, NY 10055-0186
                                                          Telephone 212 909 2000
 
February 22, 1995
 
Board of Directors
American Maize-Products Company
250 Harbor Drive
Stamford, CT 06904
 
Dear Sirs:
 
     You have asked us to advise you with respect to the fairness to the
stockholders of American Maize-Products Company (the "Company") from a financial
point of view of the consideration to be received by such stockholders pursuant
to the terms of the Agreement and Plan of Merger, dated as of February 22, 1995
(the "Merger Agreement"), among the Company, Eridania Beghin-Say, S.A. (the
"Acquiror") and Cerestar USA, Inc. (the "Sub"). The Merger Agreement provides
for the Sub to make a tender offer at $40.00 per share in cash for the Class A
common stock, par value $0.80 per share (the "Class A Common Stock"), of the
Company and the Class B common stock, par value $0.80 per share (the "Class B
Common Stock"), of the Company (the "Offer"). The Offer will be followed by the
merger (the "Merger") of the Company with the Sub pursuant to which the Company
will become a wholly owned subsidiary of the Acquiror and each outstanding share
of Class A Common Stock and Class B Common Stock not owned by the Sub will be
converted into the right to receive $40.00 in cash.
 
     In arriving at our opinion, we have reviewed certain publicly available
business and financial information relating to the Company and the Merger
Agreement. We have also reviewed certain other information, including financial
forecasts, provided to us by the Company and have met with the Company's
management to discuss the business and prospects of the Company.
 
     We have also considered certain financial and stock market data of the
Company, and we have compared that data with similar data for other publicly
held companies in businesses similar to those of the Company and we have
considered the financial terms of certain other business combinations and other
transactions which have recently been effected. We also considered such other
information, financial studies, analyses and investigations and financial,
economic and market criteria which we deemed relevant. With respect to
outstanding patent and environmental litigation involving the Company for which
significant damages are alleged, we have relied solely upon the judgment of the
management of the Company and its counsel in such matters that the outcome of
the litigation will not have a material adverse affect on the financial
condition of the Company. Our opinion does not address the Company's underlying
business decision to enter into the Merger Agreement.
 
     In connection with our review, we have not assumed any responsibility for
independent verification of any of the foregoing information and have relied on
its being complete and accurate in all material respects. With respect to the
financial forecasts, we have assumed that they have been reasonably prepared on
bases reflecting
   2
 
                                     (LOGO)
 
Board of Directors
American Maize-Products Company
February 22, 1995
Page 2
 
the best currently available estimates and judgments of the Company's management
as to the future financial performance of the Company. In addition, we have not
made an independent evaluation or appraisal of the assets or liabilities
(contingent or otherwise) of the Company, nor have we been furnished with any
such evaluations or appraisals. Our opinion is necessarily based upon financial,
economic, market and other conditions as they exist and can be evaluated on the
date hereof. In connection with our engagement, we approached third parties to
solicit indications of interest in a possible acquisition of the Company and
held preliminary discussions with certain of these parties prior to the date
hereof.
 
     We have acted as financial advisor to the Company and the Board of
Directors in connection with the Merger and will receive a fee for our services,
a significant portion of which is contingent upon the consummation of the
Merger. We will also receive a fee for rendering this opinion.
 
     In the past, we have performed certain investment banking services for the
Company and have received customary fees for such services. In addition, we have
performed certain investment banking services for the Acquiror, including the
placement in August 1994 of $164 million of notes, and have received customary
fees for such services.
 
     In the ordinary course of our business, CS First Boston and its affiliates
may actively trade the debt and equity securities of both the Company and the
Acquiror for their own account and for the accounts of customers and,
accordingly, may at any time hold a long or short position in such securities.
 
     It is understood that this letter is for the information of the Company and
the Board of Directors only. This letter does not constitute a recommendation to
any stockholder as to how such stockholder should vote on the proposed Merger or
whether or not such stockholder should tender shares pursuant to the Offer and
is not to be quoted or referred to, in whole or in part, in any registration
statement, prospectus or proxy statement, or in any other document used in
connection with the offering or sale of securities, nor shall this letter be
used for any other purposes, without CS First Boston's prior written consent.
 
     Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the consideration to be received by the stockholders of the Company
in the Offer and the Merger is fair to such stockholders from a financial point
of view.
 
Very truly yours,
 
CS FIRST BOSTON CORPORATION