PAGE 1
ARCHER-DANIELS-MIDLAND COMPANY
4666 Faries Parkway, Decatur, Illinois 62526
________________________________________________________________
____________
NOTICE OF ANNUAL MEETING
________________________________________________________________
____________
To All Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of Archer-Daniels-Midland Company, a Delaware
corporation, will be held at its
ADM/LAKEVIEW OFFICE, 1001 BRUSH COLLEGE ROAD, DECATUR, ILLINOIS,
on Thursday, October 20, 1994, at 2:00 P.M., for the following
purposes:
(1) To fix the number of Directors and to elect Directors
to hold
office until the next Annual Meeting of Stockholders
and until
their successors are duly elected and qualified.
(2) To ratify the appointment by the Board of Directors of
Ernst &
Young LLP as independent accountants to audit the
accounts of the
Company for the fiscal year ending June 30, 1995.
(3) To transact such other business as may properly come
before the
meeting.
By Order of the Board
of Directors
R. P. Reising,
Secretary
September 14, 1994
1
PAGE 2
ARCHER-DANIELS-MIDLAND COMPANY
4666 Faries Parkway, Decatur, Illinois 62526
September 14, 1994
PROXY STATEMENT
General Matters
The accompanying proxy is SOLICITED BY THE BOARD OF
DIRECTORS of Archer-Daniels-Midland Company ("the Company") for
the Annual Meeting of Stockholders of the Company to be held at
its ADM/LAKEVIEW OFFICE, 1001 BRUSH COLLEGE ROAD, DECATUR,
ILLINOIS, on Thursday, October 20, 1994, at 2:00 P.M. This
Proxy Statement and the enclosed form of proxy are first being
mailed to Stockholders on or about September 14, 1994.
The cost of solicitation of proxies will be borne by the
Company. Solicitation other than by mail may be made by
Officers or by regular employees of the Company by personal or
telephone solicitation, the cost of which is expected to be
nominal. Georgeson & Company Inc. has been retained by the
Company to assist in solicitation of proxies at a fee of
$14,000, plus reasonable out-of-pocket expenses. The Company
will reimburse brokerage firms and other securities custodians
for their reasonable expenses in forwarding proxy materials to
their principals.
Only holders of shares of Common Stock of record at the
close of business on August 22, 1994 will be entitled to notice
of and to vote at the meeting and at all adjournments thereof.
At the close of business on August 22, 1994, the Company had
outstanding 327,306,990 shares of Common Stock, each share being
entitled to one vote.
Shares represented by proxies in the form enclosed,
properly executed, will be voted. Proxies may be revoked at any
time prior to being voted.
Principal Holders of Voting Securities
The following Stockholder is known to the Company to be the
beneficial owner of more than 5% of the outstanding Common Stock
of the Company, based upon filings thereof with the Securities
and Exchange Commission.
Name and Address of Beneficial Owner Amount
Percent of Class
State Farm Mutual Automobile Insurance 25,255,710
7.72
Company and Related Entities
Bloomington, Illinois 61701
2
PAGE 3
Election of Directors
It is intended that proxies solicited by the Board of
Directors will, unless otherwise directed, be voted to fix at
seventeen (17) the number of Directors to be elected and to
elect the nominees named below.
The nominees proposed for election to the Board of
Directors are all presently members of the Board.
The proxies (unless otherwise directed) will be voted for
the election of the nominees named herein as Directors to hold
office until the next succeeding Annual Meeting of Stockholders
and until their successors are duly elected and qualified. In
the event any nominee for Director becomes unavailable, it is
intended that the persons named in the proxy may vote for a
substitute who will be designated by the Board of Directors.
The Board has no reason to believe that any nominee will be
unable to serve as a Director. All present members have served
continuously as Directors from the year stated.
The nominees, their age, position with the Company,
principal occupation, directorships of other publicly owned
companies, the year in which each first became a Director, and
the number of shares of Common Stock of the Company beneficially
owned, directly or indirectly, by each are shown in the
following table. Except for Messrs. H. G. Buffett, Brian
Mulroney and Robert S. Strauss, all of the nominees have been
Executive Officers of their respective companies or employed as
otherwise specified below for at least the last five years. Mr.
Buffett was Chairman of the Douglas County, Nebraska Board of
Commissioners from 1988 until joining the Company in February
1992, and remains President of Buffett Farms, Inc. Mr. Strauss
served on the Board from 1981 until August 1991 when he resigned
to become U.S. Ambassador to the Soviet Union, an appointment he
held until October 1992. Mr. Mulroney served as Prime Minister
of Canada for almost nine years, resigning in June 1993, and
rejoined the law firm of Ogilvy Renault as Senior Partner.
The affirmative vote of a majority of the outstanding
shares of Common Stock of the Company present in person or
represented by proxy at the meeting and entitled to vote on the
election of Directors is required for the election of Directors.
For this purpose, a Stockholder voting through a proxy who
abstains with respect to the election of Directors is considered
to be present and entitled to vote on the election of Directors
at the meeting, and is in effect a negative vote, but a
Stockholder (including a broker) who does not give authority to
a proxy to vote, or withholds authority to vote, on the election
of Directors shall not be considered present and entitled to
vote on the election of Directors.
3
PAGE 4
<TABLE>
<CAPTION>
Name, Age, Principal Occupation or Year First Common
Percent
Position, Directorships of Other Elected as Stock
of
Publicly Owned Companies Director Owned
Class
<S> <C> <C> <C>
*D. O. Andreas, 76, Chairman 1966 14,343,1 (1)(2) 4.38
of the Board, Chief Executive 50
of the Company. He is a
Director of Salomon Inc.
Ralph Bruce, 77, Retired 1980 173,442 0.05
Executive Vice President of
the Company
*J. H. Daniels, 72, Retired 1957 354,115 (3) 0.11
Chairman of the Company
H. G. Buffett, 39, Vice 1991 14,828 (1)(4) 0.005
President of the Company and
Assistant to the Chairman. He
is a Director of Berkshire
Hathaway, Inc. and Coca-Cola
Enterprises Inc.
*L. W. Andreas, 72, Retired 1966 3,580,19 (1)(5) 1.09
President of the Company. 6
Mr. Andreas is a Director of
National City Bancorporation
*S. M. Archer, Jr., 71, 1948 912,220 (6) 0.28
Private Investments
R. A. Goldberg, 67, Moffett 1991 346 0.0001
Professor of Agriculture and
Business, Harvard University.
He is a Director of Pioneer
Hi-Bred International, Inc.,
The Vigoro Corporation, and
EcoScience Corporation
J. K. Vanier, 66, President, 1978 5,803,54 (7) 1.77
Western Star Ag. Resources, 9
Inc.(investments and
livestock)
Martin L. Andreas, 55, Senior 1986 915,399 (1)(8) 0.28
Vice President of the Company
and Executive Assistant to
the Chief Executive
M. Brian Mulroney, 55, Senior 1993 325 0.0001
Partner in the law firm
Ogilvy Renault. He is a
Director of American Barrick
Resources Corporation, The
Horsham Corporation and
Petrofina S.A.
Mrs. Nelson A. Rockefeller, 1983 8,392 0.003
68, Private Investments
*Michael D. Andreas, 45, Vice 1985 3,805,90 (1)(9) 1.16
Chairman of the Board and 2
Executive Vice President of
the Company
*H. D. Hale, 69, Chairman and 1973 8,817,41 (1)(10 2.69
Chief Executive Officer, ADM 4 )
Milling Co., a subsidiary of
the Company
O. G. Webb, 58, farmer. 1991 1,945,47 (11) 0.59
Chairman of the Board and 1
President, GROWMARK, Inc.
(farmer owned cooperative).
Chairman of the Company's
Public Policy Committee
J. R. Randall, 69, President 1975 670,057 (1)(12 0.20
of the Company )
*F. Ross Johnson, 62, 1989 84,020 0.03
Chairman and Chief Executive
Officer of RJM Group, Inc.
(an international management
and advisory organization)
and Chairman and Chief
Executive Officer of Bionaire
Inc. (an environmental air
products company). He is a
Director of American Express
Company, Power Corporation of
Canada, National Services
Industries, Inc. and Noma
Industries, Ltd.
Robert S. Strauss, 75, 1992 21,262 0.006
Partner in the law firm Akin,
Gump, Strauss, Hauer & Feld.
Mr. Strauss is a Director of
General Instruments Corp.
*Member of the Executive Committee
4
PAGE 5
<FN>
(1) Includes shares allocated as a beneficiary under the
Company's Tax Reduction Act Stock Ownership Plan (TRASOP) and
ADM Savings & Investment Plan.
(2) Includes 8,400,561 shares, in which Mr. Andreas disclaims
any beneficial interest, in trusts for members of his family of
which he is a Trustee and in a partnership of which Mr. Andreas
is the Managing General Partner which includes 2,652,496 shares
held for Mr. L. W. Andreas and 2,573,568 shares held for Mr. M.
D. Andreas (also included in the table above are the shares
owned by Mr. L. W. Andreas and Mr. M. D. Andreas).
(3) Includes 55,358 shares owned by a member of Mr. Daniels'
family with respect to which Mr. Daniels disclaims any
beneficial interest.
(4) Includes 49 shares owned by members of Mr. Buffett's family
and in which he disclaims any beneficial interest. Includes
9,194 shares that are unissued but are subject to stock options
exercisable within 60 days from the date of this Proxy
Statement.
(5) Includes 738,710 shares in which Mr. Andreas disclaims any
beneficial interest, in trusts for members of his family of
which he is a Trustee. (See footnote 2.) Includes 171,000
shares held in a private foundation in which Mr. Andreas has
voting and investment power.
(6) Includes 204,750 shares owned by a member of Mr. Archer's
family in which he disclaims any beneficial interest. Shares
previously reported as held in a trust of which Mr. Archer was a
Trustee were distributed to the beneficiaries last year.
(7) Includes 3,107 shares owned by members of Mr. Vanier's
family in which he disclaims any beneficial interest. Includes
3,759,173 shares in various trusts of which Mr. Vanier is one of
the trustees and in a corporation in which Mr. Vanier and
members of his family have certain beneficial interests. (See
footnote 10; Mr. Vanier is the brother of Mr. Hale's wife and
3,708,893 of the reported shares were also reported by Mr.
Hale.)
(8) Includes 621,225 shares owned by Andreas Corporation with
respect to which Mr. Andreas disclaims any beneficial interest
in 515,617 shares. Includes 46,508 shares in trust for members
of Mr. Andreas' family and in which he disclaims any beneficial
interest. Includes 8,682 shares that are unissued but are
subject to stock options exercisable within 60 days from the
date of this Proxy Statement.
(9) Includes 1,171,848 shares in which Mr. Andreas disclaims any
beneficial interest, in trusts for members of his family of
which he is a Trustee and in a partnership of which Mr. Andreas
is a general partner. (See footnote 2.) Includes 8,682 shares
that are unissued but are subject to stock options exercisable
within 60 days from the date of this Proxy Statement.
(10) Includes 968,470 shares owned by or in trust for a member
of Mr. Hale's family in which Mr. Hale disclaims any beneficial
interest. Includes 2,525,411 shares owned by Star A, Inc., a
family corporation, with respect to which Mr. Hale disclaims any
beneficial interest in 2,462,276 shares. Includes 3,708,893
shares in trust for which Mr. Hale's wife is one of several
trustees and in which he disclaims any beneficial interest.
(See footnote 7.) Includes 8,682 shares that are unissued but
are subject to stock options exercisable within 60 days from the
date of this Proxy Statement.
(11) Includes 1,944,481 shares owned by GROWMARK, Inc. in which
Mr. Webb disclaims any beneficial interest.
(12) Includes 32,029 shares owned by a member of Mr. Randall's
family with respect to which Mr. Randall disclaims any
beneficial interest and 82,828 shares in trust for members of
Mr. Randall's family of which Mr. Randall is a co-trustee and in
which he disclaims any beneficial interest. Includes 48,767
shares that are unissued but are subject to stock options
exercisable within 60 days from the date of this Proxy
Statement.
</TABLE>
B. D Kraft, who is one of the five highest paid Executive
Officers of the Company but who is not a Director of the
Company, beneficially owned 1,523,150 shares of Common Stock of
the Company, which number includes (1) shares allocated to him
as a beneficiary under the Company's TRASOP, ADM Savings &
Investment Plan and Tabor Employees Profit Sharing Plan, (2)
49,782 shares in trusts for members of his immediate family of
which he is a co-trustee and disclaims any beneficial interest,
and (3) 8,682 shares that are unissued but are subject to stock
options exercisable within 60 days from the date of this Proxy
Statement.
Common Stock beneficially owned by all Directors and
Executive Officers as a group, numbering 37 persons including
those listed above, is 44,325,561 shares representing 13.54% of
the outstanding shares, of which 204,606 shares are unissued but
are subject to stock options exercisable within 60 days from the
date of this Proxy Statement.
D. O. Andreas and L. W. Andreas are brothers. G. Allen
Andreas, Jr., Vice President of the Company and Chief Financial
Officer for European operations, is a nephew of these two
Directors. Michael D. Andreas is the son of D. O. Andreas and a
nephew of L. W. Andreas. Martin L. Andreas is a nephew of D. O.
Andreas and L. W. Andreas. G. Allen Andreas, Jr., Michael D.
Andreas and Martin L. Andreas are cousins. H. D. Hale and J. K.
Vanier are brothers-in-law. C. P. Archer, Treasurer of the
Company, is the son of S. M. Archer, Jr.
Information Concerning Committees and Meetings
During the last fiscal year the Board of Directors of the
Company held five regularly scheduled meetings. Mr. Mulroney
attended less than seventy-five percent of the scheduled
meetings of the Board.
The Board has Audit, Salary and Stock Option, Nominating and
Proxy and Public Policy Committees. The Audit Committee
consists of Messrs. L. W. Andreas, Daniels, Archer, Johnson and
Vanier; the Salary and Stock Option Committee consists of
Messrs. Archer, Johnson and Vanier; the Nominating and Proxy
Committee consists of Messrs. D. O. Andreas, Archer and Daniels
and the Public Policy Committee consists of Messrs. Webb, D. O.
Andreas, Goldberg, Bruce, Strauss, Mulroney and Mrs.
Rockefeller.
The Audit Committee, which met five times during the fiscal
year, reviews (1) the overall plan of the annual independent
audit, (2) financial statements, (3) scope of audit procedures,
(4) the performance of the Company's independent accountants and
internal auditors, and (5) auditors' evaluation of internal
controls.
The Salary and Stock Option Committee, which met four times
during the fiscal year, reviews and establishes compensation of
Officers, approves direct compensation in the amount of $150,000
or more annually to any employee and approves modifications and
changes in employee benefit plans affecting benefits salaried
employees receive under such plans. All of its actions are
submitted to the Board for approval.
The Nominating and Proxy Committee, which met once during
the fiscal year, considers and recommends nominees to the Board.
The Committee will consider nominees recommended by a
Stockholder provided the Stockholder submits the nominee's name
in writing addressed to the Secretary of the Company listing the
nominee's qualifications together with a statement signed by the
nominee indicating a willingness to serve.
5
PAGE 6
Executive Compensation
The following table sets forth information concerning the
Company's Chief Executive and the four other most highly paid
Executive Officers of the Company.
<TABLE>
Summary Compensation Table
__________________________
<CAPTION>
Long
All
Annual Compensation Term
Other
Name and Principal Fiscal Other Annual Compen-
Compen-
Position Year Salary Bonus Compensation sation
sation
$ $ $(1) #(2)
$(3)
____ _________ _____ ____________ _______
_______
<S> <C> <C> <C> <C> <C>
<C>
D. O. Andreas, 199 2,972,63 -0- 198,403 -0- 6,000
Chairman and 4 0 -0- 217,929 -0- 5,996
Chief 199 2,633,57 -0- 163,880 -0- 5,818
Executive 3 4
199 2,615,16
2 7
J. R. Randall, 199 1,461,64 -0- N/A 25,000 6,000
President 4 1 -0- N/A -0- 5,996
199 1,293,41 -0- N/A 11,576 5,818
3 7
199 1,156,65
2 5
M. D. Andreas, 199 942,015 -0- N/A 25,000 6,000
Vice Chairman 4 828,455 -0- N/A -0- 5,996
of the Board 199 742,206 -0- N/A 11,576 5,818
and Executive 3
Vice President 199
2
H. D. Hale, 199 800,993 -0- N/A 10,000 6,000
Chairman and 4 713,252 -0- N/A -0- 5,996
Chief 199 653,085 -0- N/A 11,576 5,818
Executive 3
Officer of ADM 199
Milling Co. 2
B. D Kraft, 199 614,128 -0- N/A 10,000 6,000
Group Vice 4 559,755 -0- N/A -0- 5,996
President 199 516,081 -0- N/A 11,576 5,818
3
199
2
<FN>
(1) Includes $87,710 and $102,866 for personal use of Company-
owned aircraft in 1993 and 1994, respectively; $50,686 and
$54,632 for personal use of Company-owned vehicles in 1992 and
1993, respectively; and $66,644, $69,497 and $78,024 personal
office and expense allocation in 1992, 1993 and 1994,
respectively. Amounts for Other Annual Compensation are
reported on a calendar year basis.
(2) Number of options granted in fiscal year indicated and
adjusted for all stock dividends paid to date.
(3) These amounts represent the Company's matching contribution
under the ADM Savings & Investment Plan, a 401(k) Plan. This
Plan was established July 1, 1984 as a successor to the
Company's Tax Reduction Act Stock Ownership Plan. This is a
contributory plan available to all salaried employees who have
completed one year of service with the Company. Employees may
contribute 1% to 6% of gross wages to a maximum of $9,000 in
fiscal year 1994. The Company's matching contribution is equal
to 100% of the first 2% and 50% of the next 4% of an employee's
contribution. The employees' and the Company's contributions
are used to purchase Common Stock of the Company from the
Company. All contributions are fully vested to the
participants; however, there are withdrawal restrictions.
</TABLE>
Compensation for non-employee Directors consists of an
annual retainer of $37,500 and an annual retainer of $37,500 for
memberships on the Executive, Audit, Salary and Stock Option,
and Public Policy Committees with a maximum annual retainer for
all services of $100,000.
<TABLE>
Stock Option Grants In Last Fiscal Year
_______________________________________
<CAPTION>
Potential
Realizable
Value at Assumed
Annual Rates of
Stock Price
Individual Grants Appreciation for
Option Term
________________________________________________________________
__________________________
Number of
Securities Percent of Exercis
Underlying Total Options e or
Options Granted to Base Expiratio
Name Granted Employees in Price n Date 5% ($) 10% ($)
(#)(1) Fiscal Year ($/Sh)
___________ __________ _____________ _______ _________ _______ _______
___ ___ __ __ __ __
<S> <C> <C> <C> <C> <C> <C>
D. O. - - - - - -
Andreas
J. R. 25,000 2.16 23.0625 04-21-01 234,720 546,995
Randall
M. D. 25,000 2.16 23.0625 04-21-01 234,720 546,995
Andreas
H. D. Hale 10,000 0.86 23.0625 04-21-99 63,717 140,799
B. D Kraft 10,000 0.86 23.0625 04-21-99 63,717 140,799
<FN>
(1) For the period July 1, 1993 through June 30, 1994 the
Executive Officers named above were granted Incentive Stock
Options exercisable in annual installments commencing on the
first anniversary date.
</TABLE>
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PAGE 7
<TABLE>
Fiscal Year-End Option Values (1)
<CAPTION>
Name Number of Unexercised Options Value of
Unexercised
at Fiscal Year End (#) In-the-Money Options
at Fiscal Year End ($)
_____________________________
_________________________
Exercisable/Unexercisable
Exercisable/Unexercisable
<S> <C> <C> <C> <C>
D. O. Andreas - - -
- - - - -
J. R. Randall 48,767 35,669 507,187
122,019
M. D. Andreas 8,682 27,894 57,534
34,803
H. D. Hale 8,682 12,894 57,534
25,428
B. D Kraft 8,682 12,894 57,534
25,428
<FN>
(1) No options were exercised by any named Executive Officer
during fiscal 1993.
</TABLE>
The Company has a Retirement Plan for Salaried Employees
(the "Plan"). The Company made a contribution of $3,823,000 for
the participants for calendar year 1993. The following table
shows the estimated annual benefits payable as a life annuity,
upon retirement at age 65 or later, to persons in specified
salary and years-of-service classifications:
<TABLE>
<CAPTION>
5 Year Average Base For Years of Credited Service Shown
Below
Compensation 10 20 30
35
<S> <C> <C> <C> <C>
$200,000 $ 28,067 $ 56,134 $ 84,202 $
98,233
400,000 60,067 120,134 180,202
210,233
600,000 92,067 184,134 276,202
322,233
800,000 124,067 248,134 372,202
434,233
1,000,000 156,067 312,134 468,202
546,233
1,200,000 188,067 376,134 564,202
658,233
1,400,000 220,067 440,134 660,202
770,233
1,600,000 252,067 504,134 756,202
882,233
1,800,000 284,067 568,134 852,202
994,233
2,000,000 316,067 632,134 948,202
1,106,233
2,200,000 348,067 696,134 1,044,202
1,218,233
2,400,000 380,067 760,134 1,140,202
1,330,233
2,600,000 412,067 824,134 1,236,202
1,442,233
2,800,000 444,067 888,134 1,332,202
1,554,233
</TABLE>
The pension amount is based on the final average monthly
compensation (average of the 60 consecutive months of the last
180 months which produce the highest average). For purposes of
the Plan, the term "compensation" is defined as base
compensation ("Salary" as shown in Summary Compensation Table)
paid during the Plan year. The pension amount is calculated as
follows: final average monthly compensation times 56%, less 50%
of primary Social Security payable at age 65 and proportionately
reduced for service of less than 35 years and additional early
retirement reduction when the pension commences prior to age 65.
The normal retirement age under the Plan is age 65 with 5 years
of service. The 5 year average compensation for purposes of the
Plan of each of the five highest paid Executive Officers of the
Company and the number of years of service rounded to the
nearest year and credited to each of them under the Plan was as
follows: D. O. Andreas $2,354,562 (24 years); J. R. Randall
$1,117,331 (26 years); Michael D. Andreas $717,331 (24 years);
H. D. Hale $626,266 (35 years); B. D Kraft $513,381 (19 years).
Various provisions of the Internal Revenue Code of 1986
limit the amount of benefits payable under a qualified pension
plan. When these limits operate to reduce a pension benefit
payable under the Plan, the Company will provide additional
amounts so that the total annual pension will be as provided in
the Plan.
7
PAGE 8
Salary and Stock Option Committee Report
The Board of Directors of the Company has a Salary and
Stock Option Committee consisting of three non-employee
directors. The Committee reviews and establishes the
compensation of officers, approves the direct compensation in
the amount of $150,000 or more annually to any employee and
approves modifications and changes in employee benefit plans
with respect to the benefits salaried employees receive under
such plans. All of its actions are submitted to the Board for
ratification.
The Company's compensation program is informal and rather
simple consisting principally of salary and from time to time,
not necessarily annually, an award of incentive stock options.
Charges for the personal use of Company facilities, if any,
gross-up an executive's cash remuneration. Options for stock
are at the market price on the date of grant and are exercisable
in increments usually over a five year term but none can be
acquired during the first year. Bonuses and incentive awards
are not a part of the compensation program, nor do any
executives, including the Chief Executive, have employment
contracts.
Compensation is not related to the market performance of
the Company's stock or to the annual profit performance of the
Company. Stock prices are not only reflective of earnings but
are influenced by such factors as interest rates, trading of
corporate equities as commodities by large financial
institutions and funds, comments and recommendations of security
analysts, government actions (i.e. tax and fiscal policies) and
market makers' perceptions of an entire industry. The
performance of a Company in the basic food industry may be
affected by plantings, global weather (such as floods and
droughts), foreign nations' actions, including GATT
negotiations, and the Federal Government's programs, policies
and restrictions. Management cannot manage the vagaries of the
equity markets or the outside influences that relate to the
production of food for human and animal consumption.
The Company's compensation program is designed so that the
annual emolument for its employees and for its executives
remains competitive with the emolument for comparable
employment, responsibilities and performance in major
industries, not only in the U.S. but on a world-wide basis. The
Committee consisting of investors and business leaders is
familiar with compensation packages and also familiarizes itself
with various forms and types of remuneration primarily from
publications including general news reports, periodicals and
reports of other public corporations.
The Committee in its deliberations considers all of the
factors listed above and in addition the following principles:
a. an individuals on-the-job performance
b. the Company's ability to pay and its growth record
c. cost-of-living increases
d. in the case of all individuals except the chief
executive, the recommendations of management and a person's
supervisors
The compensation for the Chief Executive is established by
the Committee as previously described. The Committee proposed
and the Board approved an increase in salary for Mr. Andreas in
fiscal year 1994 of $350,000 a year. This increase of
approximately 12 1/2% was the first increase in two years during
which period the top federal personal income tax bracket
increased 8.6% and the cost of living approximately 4% annually.
Under Section 162(m) of the Internal Revenue Code and the
proposed Regulations thereunder, a new provision created under
the Omnibus Budget Reconciliation Act of 1993, the allowable
deduction for compensation paid or accrued with respect to the
chief executive officer and each of the four other most highly
compensated executive officers of a publicly held corporation,
except for "performance-based compensation", is limited to $1
million per year for taxable years beginning on or after January
1, 1994. The exception for "performance-based compensation" is
applicable to remuneration over $1 million based solely upon the
attainment of objective performance goals established by a
compensation committee comprised of two or more "outside
directors" and approved by the Company's Stockholders.
In order to claim the exceptions under the Regulations the
Committee must agree that payments will not be made, even non
deductible, if the established performance is not met. The
Committee is unable to agree to this provision of the
Regulations since it believes that its executives must be
compensated for their performance as set forth above.
The Committee is appalled that an act intended to produce
revenue is being used to single out a minor segment of industry
and commerce for "performance" while the media daily reports
deductible compensation that is being paid without any
measurement for future performance.
S. M. Archer
F. Ross Johnson
J. K. Vanier
8
PAGE 9
<TABLE>
Comparison of Five Year Cumulative Total Return
Among Archer-Daniels-Midland Company (ADM), the S & P Food Index
and the S & P 500 Index
<CAPTION>
Measurement Period ADM S & P Food S & P 500
(Fiscal Year Covered) Index
Index
__________________ ___ __________ _________
<S> <C> <C> <C>
Measurement Pt - 06/30/89 $100 $100 $100
FYE 06/30/90 $142 $117 $116
FYE 06/30/91 $138 $141 $125
FYE 06/30/92 $146 $157 $142
FYE 06/30/93 $154 $157 $161
FYE 06/30/94 $160 $157 $163
</TABLE>
$100 invested on 06/30/89 in stock or index
including reinvestment of dividends.
Fiscal year ending June 30.
Graph produced in accordance with SEC regulations by STAR
Services, Inc.
9
PAGE 10
Certain Relationships and Related Transactions
During the fiscal year ended June 30, 1994, the Company
retained the services of the law firms of Akin, Gump, Strauss,
Hauer & Feld and Ogilvy Renault of which Robert S. Strauss and
M. Brian Mulroney are a partner and a senior partner,
respectively. The Company may continue to retain the services
of, and refer specific matters to, these firms during the next
fiscal year.
Auditors
The firm of Ernst & Young LLP, independent Certified Public
Accountants, has audited the records of the Company for many
years. The Board of Directors wishes to continue the services
of this firm for the fiscal year ending June 30, 1995, and the
Stockholders' ratification of such appointment is requested.
Representatives of Ernst & Young LLP will attend the Annual
Meeting, will have the opportunity to make a statement if they
desire to do so, and will be available to respond to appropriate
questions.
Rule 405 Disclosure
Based solely upon a review of copies of reports furnished to
the Company during the fiscal year ended June 30, 1994, the
following persons filed the number of late reports or failed to
file reports/representing the number of transactions set forth
after his or her name: F. R. Johnson and D. Benson each 1
report/1 transaction, R. Goldberg and H. Buoy each 2 reports/2
transactions and Mrs. Rockefeller 3 reports/3 transactions.
Deadline for Submission of Stockholder Proposals
Proposals of Stockholders intended to be presented at the
next Annual Meeting must be received by the Secretary, Archer-
Daniels-Midland Company, 4666 Faries Parkway, Decatur, Illinois,
62526, no later than May 20, 1995.
Other Matters
It is not contemplated or expected that any business other
than that pertaining to the subjects referred to in this Proxy
Statement will be brought up for action at the meeting, but in
the event that other business does properly come before the
meeting calling for a Stockholders' vote, the Proxy Committee
will vote thereon according to its best judgment in the interest
of the Company.
By Order of the Board
of Directors
ARCHER-DANIELS-MIDLAND
COMPANY
R. P. Reising,
Secretary
September 14, 1994
10
PAGE 11
Please Fill In and Sign the
Accompanying
Form of Proxy and Mail as Soon as
Possible
In the Enclosed Addressed Envelope.
No Postage is Necessary.
ANNUAL MEETING OF STOCKHOLDERS
You are urged to attend the Annual Meeting of Stockholders
this year. It will be held at 2:00 P.M. on Thursday, October
20, 1994, the third Thursday in October, at ADM/LAKEVIEW, 1001
BRUSH COLLEGE ROAD, DECATUR, ILLINOIS.
You are invited to stay after the meeting and visit with
our Directors and Executives.
11
PAGE 12
ARCHER-DANIELS-MIDLAND COMPANY
(LOGO) ADM 4666 Faries Parkway, Decatur, Ill. 62526
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby appoints J. H. Daniels, S. M. Archer,
Jr., and D. O. Andreas as Proxies, with the power of
substitution, to represent and to vote, as designated below, all
the shares of the undersigned held of record on August 22, 1994,
at the Annual Meeting of Stockholders to be held on October 20,
1994 and any adjournments thereof.
1. ELECTION OF DIRECTORS
FOR ___ all nominees listed below (except as indicated
below)
WITHHOLD AUTHORITY ___ to vote for all nominees listed below
(INSTRUCTION: To withhold authority to vote for any individual
nominee strike a line through the nominee's name in the list
below.)
D. O. Andreas, R. Bruce, J. H. Daniels, H. G. Buffett, L. W.
Andreas, S. M. Archer, Jr., R. A. Goldberg, J. K. Vanier, M. L.
Andreas, Mrs. N. A. Rockefeller, M. D. Andreas, H. D. Hale, O.
G. Webb, J. R. Randall, F. R. Johnson, R. S. Strauss, M. B.
Mulroney.
2. Ratify the appointment of Ernst & Young LLP as FOR__
AGAINST__ ABSTAIN__
independent accountants for the fiscal year
ending June 30, 1995;
all as more fully referred to in the Proxy Statement with
respect to such meeting, and upon such other matters as may
properly come before such meeting.
This Proxy when properly executed will be
voted in the manner directed herein by the
undersigned Stockholder. If no direction
is made, this Proxy will be voted for
Proposals 1 and 2.
Please sign exactly as name(s) appear below.
___________________________
When shares are held by joint tenants, both Signature
should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If a
___________________________
corporation, please sign in full corporate Signature if
held jointly
name by President or other authorized officer.
If a partnership, please sign in partnership
name by authorized person. DATED:
______________, 1994
PLEASE
MARK, SIGN,
DATE AND
RETURN THE
PROXY CARD
PROMPTLY
USING THE
ENCLOSED ENVELOPE
12
