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Registration No. 33-
56223
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARCHER-DANIELS-MIDLAND COMPANY
(Exact name of Registrant as specified in its
charter)
Delaware 41-0129150
(State or other jurisdiction (I.R.S.
Employer
of incorporation or Identification
No.
organization)
4666 Faries Parkway
Decatur, Illinois 62526
217/424-5200
(Address and telephone number of Registrant's principal
executive offices)
R. P. Reising
Vice President, Secretary and General Counsel
Archer-Daniels-Midland Company
4666 Faries Parkway
Decatur, Illinois 62526
217/424-5200
(Name, address and telephone number of agent for
service)
Copies to:
Gerald T. Flom D. J. Smith
Faegre & Benson Assistant
Secretary
2200 Norwest Center Archer-Daniels-
Midland Company
90 South Seventh Street 4666 Faries
Parkway
Minneapolis, Minnesota 55402 Decatur,
Illinois 62526
The Registrant hereby amends this Registration Statement
on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may
determine.
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79,500 Shares
ARCHER-DANIELS-MIDLAND COMPANY
Common Stock
(Without Par Value)
The Common Stock of Archer-Daniels-Midland Company (the
"Company") is listed on the New York Stock Exchange. The last
reported sale price of the Common Stock on the New York Stock
Exchange on December 19, 1994 was $20.25 per share. See "Price
Range of Common Stock".
This Prospectus relates to shares of Common Stock of the
Company (the "Shares") which may be sold by the selling
shareholders named under "Selling Shareholders". The Company
will receive none of the proceeds from the sale of such shares.
The Company will pay the expenses of the offering, estimated at
$14,000.
The distribution of the Shares by the Selling Shareholder
may be effected from time to time in one or more transactions
(which may involve block transactions) on the New York Stock
Exchange or otherwise, in special offerings, exchange
distributions or secondary distributions pursuant to and in
accordance with the rules of the New York Stock Exchange, in
the over-the-counter market, in negotiated transactions,
through the writing of options on shares (whether such options
are listed on an options exchange or otherwise), or a
combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling
Shareholders may effect such transactions by selling Shares to
or through broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions
or commissions from the Selling Shareholders and/or purchasers
of Shares for whom they may act as agent (which compensation
may be in excess of customary commissions). See "Plan of
Distribution".
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No person is authorized to give any information or to make
any representations other than those contained or incorporated
by reference in this Prospectus in connection with the offer
made by this Prospectus, and, if given or made, such
information or representations must not be relied upon as
having been authorized. This Prospectus does not constitute an
offer or solicitation by anyone in any jurisdiction to any
person to whom it is unlawful to make such offer or
solicitation. The delivery of this Prospectus at any time
shall not under any circumstances create an implication that
there has been no change in the affairs of the Company since
the date hereof.
The date of this Prospectus is _________, 1994.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated in and made a part of this Prospectus by
reference: the Company's Annual Report on Form 10-K for the
year ended June 30, 1994 (which incorporates by reference
certain portions of the Company's 1994 Annual Report to
Shareholders, including financial statements and notes thereto,
and certain portions of the Company's definitive Notice and
Proxy Statement for the Company's Annual Meeting of
Shareholders held on October 20, 1994), the Company's Reports
on Form 10-Q and Form 10-Q/A for the quarter ended September
30, 1994, and the description of the Company's Common Stock
included in registration statements and reports filed under the
Exchange Act.
All reports and any definitive proxy or information
statements filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
termination of the offering of the Shares offered hereby shall
be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or
deemed to be incorporated herein by reference shall be deemed
to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated herein by reference modifies or supersedes such
statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
The Company will provide without charge to each person,
including any beneficial owner, to whom a copy of the
Prospectus is delivered, on the written or oral request of any
such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits not specifically
incorporated in such documents). Requests for such copies
should be directed to the Secretary, Archer-Daniels-Midland
Company, 4666 Faries Parkway, Decatur, Illinois 62526
(telephone number 217/424-5200).
ADDITIONAL INFORMATION
The Company is subject to the informational requirements
of the Exchange Act and in accordance therewith files reports,
proxy statements and other information with the Commission.
Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street N.W., Washington, D.C. 20549,
and at the following regional offices of the Commission: 7
World Trade Center, Suite 1300, New York, New York 10048, and
Northwestern National Center, Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661; and copies of such materials
can be obtained from the public reference facilities of the
Commission at 450 Fifth Street N.W., Washington, D.C. 20549, at
prescribed rates.
The Company's Common Stock is listed on the New York Stock
Exchange and the Midwest Stock Exchange, and reports, proxy
statements and other information regarding the Company can also
be inspected at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005 and at the offices of
the Midwest Stock Exchange, 440 South LaSalle Street, Chicago,
Illinois 60603.
Additional information regarding the Company and the
Shares offered hereby is contained in the Registration
Statement, and exhibits thereto, in respect of the Shares
offered hereby, filed with the Commission under the Securities
Act of 1933. For further information regarding the Company and
the Shares offered hereby, reference is made to the
Registration Statement, and exhibits thereto, which may be
inspected without charge at the offices of the Commission at
450 Fifth Street N.W., Washington, D.C. 20549, and copies
thereof may be obtained from the Commission at prescribed
rates.
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THE COMPANY
Archer-Daniels-Midland Company (the "Company") is a major
processor of agricultural products for the food and feed
industries. It is one of the largest oilseed and vegetable oil
processors, corn refiners, fuel alcohol producers and wheat
millers in the United States.
The Company was incorporated in Delaware in 1923 as the
successor to a business formed in 1902. The Company's
executive offices are located at 4666 Faries Parkway, Decatur,
Illinois 62526 (telephone number 217/424-5200). References
herein to the Company relate to Archer-Daniels-Midland Company,
its subsidiaries and their predecessors unless otherwise noted
or indicated by the context.
DIVIDENDS
The Company has paid cash dividends on its Common Stock in
each year since 1927 and consecutive quarterly cash dividends
since 1932. A 50% stock dividend in the form of a three-for-
two stock split was declared on October 20, 1994 to
shareholders of record on November 4, 1994 and paid on December
5, 1994. A cash dividend in the amount of $0.025 per share was
declared on October 20, 1994 to shareholders of record on
November 4, 1994 and paid on November 28, 1994. The payment of
future dividends will be determined by the Board of Directors
based upon the level of earnings, the financial condition of
the Company and other relevant factors.
PRICE RANGE OF COMMON STOCK
The Common Stock of the Company is listed on the New York
Stock Exchange. The following table shows for the calendar
periods indicated the high and low sales prices (rounded to the
nearest 1/8) of the Company's Common stock on the New York
Stock Exchange, Inc. Composite Tape, as reported by The Wall
Street Journal, adjusted for stock dividends paid through the
date hereof:
High Low
1992:
First quarter.......... 18-7/8 14-7/8
Second quarter......... 15-3/8 12-7/8
Third quarter.......... 15-1/8 12-5/8
Fourth quarter......... 19-1/8 14-1/8
1993:
First quarter.......... 17-1/2 14-7/8
Second quarter......... 15-5/8 14-1/8
Third quarter.......... 15-7/8 13-1/2
Fourth quarter......... 16-5/8 15-1/8
1994:
First quarter.......... 17-1/2 14-3/8
Second quarter......... 15-7/8 14-1/8
Third quarter.......... 17-1/2 15-7/8
Fourth quarter (through 20-1/4 16-5/8
December 19, 1994)
For a recent price of the Company's Common Stock on the
New York Stock Exchange, see the cover page of this Prospectus.
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SELLING SHAREHOLDER
The following table lists the Selling Shareholder and the
number of outstanding shares of Common Stock of the Company
beneficially owned by the Selling Shareholder as of December
19, 1994. The maximum number of shares proposed to be sold by
such Selling Shareholder pursuant to this Registration
Statement is the number of shares as shown below.
Shares Owned Shares Owned
Prior to After
Offering Shares Offered
Offering
Selling Shareholder
Growmark, Inc. 3,028,998 79,500
2,949,498
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PLAN OF DISTRIBUTION
The distribution of the Shares by the Selling Shareholder
may be effected from time to time in one or more transactions
(which may involve block transactions) on the New York Stock
Exchange or otherwise, in special offerings, exchange
distributions or secondary distributions pursuant to and in
accordance with the rules of the New York Stock Exchange, in
the over-the-counter market, in negotiated transactions,
through the writing of options on Shares (whether such options
are listed on an options exchange or otherwise), or a
combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling
Shareholder may effect such transactions by selling shares to
or through broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions
or commissions from Selling Shareholder and/or purchasers of
shares for whom they may act as agent (which compensation may
be in excess of customary commissions). The Selling
Shareholder and broker-dealers that participate with the
Selling Shareholder in the distribution of shares may be deemed
to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933, and any commissions received by them
and any profit on the resale of shares may be deemed to be
underwriting compensation.
LEGAL OPINIONS
The validity of the shares offered hereby will be passed
upon for the Company by R. P. Reising, Vice President,
Secretary and General Counsel of the Company. Mr. Reising
beneficially owns shares of Common Stock of the Company.
EXPERTS
The consolidated financial statements and schedules of
Archer-Daniels-Midland Company for the year ended June 30,
1994, appearing or incorporated by reference in Archer-Daniels-
Midland Company's Annual Report on Form 10-K have been audited
by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein
by reference. Such consolidated financial statements and
schedules are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in
accounting and auditing.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
23 - Consent of independent auditors.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Decatur, State of
Illinois, on December 27, 1994.
ARCHER-DANIELS-MIDLAND COMPANY
/s/ D. J. Smith
D. J. Smith
Assistant Secretary
and Corporate Counsel
Pursuant to the requirements of the Securities Act of
1933, this Amendment to the Registration Statement has been
signed on December 27, 1994, by the following persons in the
capacities indicated:
Dwayne O. Andreas*, Chairman of the Board and Chief
Executive
(Principal Executive Officer)
/s/ Douglas J. Schmalz
Douglas J. Schmalz, Vice President, Controller and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
M. D. Andreas*, Director
M. L. Andreas*, Director
L. W. Andreas*, Director
S. M. Archer, Jr.*, Director
Ralph Bruce*, Director
H. Buffett*, Director
J. H. Daniels*, Director
R. A. Goldberg*, Director
H. D. Hale*, Director
F. Ross Johnson*, Director
Brian Mulroney*, Director
J. R. Randall*, Director
R. S. Strauss*, Director
Mrs. N. A. Rockefeller*, Director
J. K. Vanier*, Director
O. G. Webb*, Director
*D. J. Smith, by signing his name hereto, does hereby sign this
document on behalf of each of the above named officers and
directors of the Registrant pursuant to powers of attorney duly
executed by such persons.
/s/ D. J. Smith
D. J. Smith
Attorney-in-fact
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EXHIBIT INDEX
FORM OF
EXHIBIT NO. EXHIBIT
FILING
23 Consent of independent auditors
Electronic
Transmission
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EXHIBIT 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in Amendment No. 1 to the Registration Statement
(Form S-3, No. 33-56223) and related Prospectus of Archer-
Daniels-Midland Company for the registration of 79,500 shares
of its common stock and to the incorporation by reference
therein of our reports dated July 28, 1994, with respect to the
consolidated financial statements and schedules of Archer-
Daniels-Midland Company included or incorporated by reference
in its Annual Report on Form 10-K for the year ended June 30,
1994, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Minneapolis, Minnesota
December 22, 1994
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