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Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Approximate date of commencement of proposed sale of the
securities to the public: From time to time after the
effective date of this Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. __
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest
reinvestment plans, check the following box. _X_
CALCULATION OF REGISTRATION FEE
Title of Each Class Amount Proposed Maximum Proposed Maximum
Amount of
of Securities to be to be Offering Price Aggregate
Registration
Registered Registered Per Unit Offering
Price Fee
Common Stock 102,963 shs. $_________
$_____________ $________
(without par value)
*Estimated solely for the purposes of calculating the
registration fee, pursuant to Rule 457, on the basis of the
average of the high and low reported sale prices of the
Registrant's Common Stock on the New York Stock Exchange, Inc.
Composite Tape on August ___, 1994.
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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102,963 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 August ___, 1994 was $_______ 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
$______________.
The distribution of the Shares by the Selling Shareholders
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 August ____, 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, 1993 (which incorporates by reference
certain portions of the Company's 1993 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 ___, 1993), the Company's
Quarterly Reports on Form 10-Q for the quarters ended September
30, 1993, December 31, 1993, and March 31, 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: 75
Park Place, New York, New York 10007, 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. The most recent quarterly cash dividend was $0.025
per share paid on August 29,1994. A 5% stock dividend was
declared on July 21, 1994 to shareholders of record on August
22,1994 and paid on September 19, 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
1990:
First quarter.......... 19-1/8 15-7/8
Second quarter......... 22-3/8 18-5/8
Third quarter.......... 21-3/4 18-5/8
Fourth quarter......... 22-3/8 18-3/4
1991:
First quarter.......... 20-1/8 17-5/8
Second quarter......... 21-1/8 20
Third quarter.......... 23-5/8 20-7/8
Fourth quarter......... 30-1/8 23-1/4
1992:
First quarter.......... 29-3/4 23-3/8
Second quarter......... 24-1/8 20-1/4
Third quarter ......... 23-3/4 19-7/8
Fourth quarter ........ 30-1/8 22-1/8
1993:
First quarter.......... 27-5/8 23-3/8
Second quarter......... 24-1/2 22-1/8
Third quarter ......... 25-1/8 21-1/4
Fourth quarter......... 26-1/4 23-3/4
1994:
First quarter ......... 27-1/2 22-5/8
Second quarter ........ 25-1/8 22-3/8
Third quarter..(through 25-1/8 23-1/2
August 1, 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 SHAREHOLDERS
The following table lists the Selling Shareholders and the
number of outstanding shares of Common Stock of the Company
beneficially owned by the Selling Shareholders as of August
___, 1994. The maximum number of shares proposed to be sold by
such Selling Shareholders 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 Shareholders
Growmark, Inc. 1,944,481 70,000
1,874,481
Norman L. Green and
Phyllis I. Green 10,375 10,375
- -0-
Duane W. Walker 1,617 1,617
- -0-
John E. Medley and
Cherie Jo Medley 6,633 6,633
- -0-
Rodney D. Burd and
Donna S. Burd 14,481 14,338
143
_________ ________
_________
Total 1,977,587 102,963
1,874,624
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PLAN OF DISTRIBUTION
The distribution of the Shares by the Selling Shareholders
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 Selling Shareholders and/or purchasers of
shares for whom they may act as agent (which compensation may
be in excess of customary commissions). The Selling
Shareholders and broker-dealers that participate with the
Selling Shareholders 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,
1993, appearing or incorporated by reference in Archer-Daniels-
Midland Company's Annual Report on Form 10-K have been audited
by Ernst & Young, 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 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission registration
fee.....$
Legal
services.......................................... 5,000
Blue Sky fees and
expenses.............................. 2,000
Accounting
services..................................... 3,500
Printing and
engraving.................................. 2,000
Miscellaneous...........................................
_______
Total....................................... $
_______
All of the above items except the registration fee are
estimated, and all of the expenses will be paid by the
Registrant.
Item 15. Indemnification of Directors and Officers.
Under Delaware law, a corporation may indemnify any person
who was or is a party or is threatened to be made a party to an
action (other than an action by or in the right of the
corporation) by reason of his service as a director, officer,
employee or agent of the corporation, or his service, at the
corporation's request, as a director, officer, employee or
agent of another corporation or other enterprise, against
expenses (including attorneys' fees) that are actually and
reasonably incurred by him ("Expenses"), and judgments, fines
and amounts paid in settlement that are actually and reasonably
incurred by him, in connection with the defense or settlement
of such action, provided that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
corporation's best interests, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that
his conduct was unlawful. Although Delaware law permits a
corporation to indemnify any person referred to above against
Expenses in connection with the defense or settlement of an
action by or in the right of the corporation, provided that he
acted in good faith and in a manner he reasonably believed to
be in or not opposed to the corporation's best interests, if
such person has been judged liable to the corporation,
indemnification is only permitted to the extent that the Court
of Chancery (or the court in which the action was brought)
determines that, despite the adjudication of liability, such
person is entitled to indemnity for such Expenses as the court
deems proper. The General Corporation Law of the State of
Delaware also provides for mandatory indemnification of any
director, officer, employee or agent against Expenses to the
extent such person has been successful in any proceeding
covered by the statute. In addition, the General Corporation
Law of the State of Delaware permits (i) Delaware corporations
to include a provision in their certificates of incorporation
limiting or eliminating the personal liability of a director to
a corporation or its stockholders, under certain circumstances,
for monetary damages or breach of fiduciary duty as a director
and (ii) the general authorization of advancement of a
director's or officer's litigation expenses, including by means
of a mandatory charter or bylaw provision to that effect, in
lieu of requiring the authorization of such advancement by the
board of directors in specific cases. In addition, the General
Corporation Law of the State of Delaware provides that
indemnification and advancement of expenses provided by the
statute shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement or otherwise.
Article Fourteenth of the Certificate of Incorporation of
the registrant and Article X of the Bylaws of the registrant
each provided for the broad indemnification of the directors
and officers of the registrant and limit the personal monetary
liability of directors of the registrant to the fullest extent
permitted by current Delaware law. The registrant has also
entered into indemnification contracts with certain of its
directors and officers. The registrant also maintains
insurance coverage relating to certain liabilities of its
directors and officers.
Item 16. Exhibits.
4(a)- Composite Certificate of Incorporation of the
Registrant, as amended. (Incorporated by reference
to Exhibit 3(a) to Post-
Effective Amendment No. 1 to Registration Statement
No. 33-6721.)
4(b)- Bylaws of the Registrant, as amended.
(Incorporated by reference
to Exhibit 3(b) to Post-Effective Amendment No. 1 to
Registration Statement No. 33-6721.)
5 - Opinion and consent of R. P. Reising.
24 - Consent of independent auditors.
25 - Powers of Attorney.
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Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the Registration
Statement;
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the Registration Statement is on Form S-3 or
Form S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the
Registration Statement;
(2) that, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof;
(3) to remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering;
(4) that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in this Registration
Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification by the Registrant for
liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions of Item 15 above, or
otherwise, the Registrant has been informed that in the opinion
of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to the court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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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 Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Decatur, State of Illinois, on
August __, 1994.
ARCHER-DANIELS-MIDLAND COMPANY
D. J. Smith
Assistant Secretary
and Corporate Counsel
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed on August
___, 1994 by the following persons in the capacities indicated:
D. O. Andreas*, Chairman of the Board and Chief Executive
(Principal Executive Officer)
D. J. Schmalz, Vice President, Controller and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
L. W. Andreas*, Director
M. D. Andreas*, Director
M. L. 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
J. R. Randall*, Director
M. Brian Mulroney*, Director
Mrs. N. A. Rockefeller*, Director
R. S. Strauss*, 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.
D. J. Smith
Attorney-in-fact
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EXHIBIT INDEX
FORM OF
EXHIBIT NO. EXHIBIT
FILING
5 Opinion and consent of R. P. Reising
Electronic
Transmission
24 Consent of independent auditors
Electronic
Transmission
25 Powers of Attorney Electronic
Transmission
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EXHIBIT 5
August 31,
1994
Archer-Daniels-Midland Company
4666 Faries Parkway
Decatur, Illinois 62526
Gentlemen:
In connection with the proposed registration under the
Securities Act of 1933, as amended, of 102,963 shares of Common
Stock, without par value, of Archer-Daniels-Midland Company, a
Delaware corporation (the "Company"), proposed to be sold by
certain shareholders thereof, I have examined such corporate
records and other documents, including the Registration
Statement on Form S-3, dated the date hereof, relating to such
shares (the "Registration Statement"), and I have reviewed such
matters of law as I have deemed necessary for this opinion, and
I advise you that in my opinion:
1. The Company is a corporation duly organized and
existing under the laws of the State of Delaware.
2. The shares of Common Stock proposed to be sold by the
Selling Shareholders named in the Registration Statement are
legally and validly issued and fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of my name under the
heading "Legal Opinions" in the prospectus constituting a part
of the Registration Statement and to references to me wherever
appearing therein.
Very truly yours,
R. P. Reising
Vice President, Secretary
and General Counsel
Archer-Daniels-Midland
Company
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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 the Registration Statement on Form S-3 and related
Prospectus of Archer-Daniels-Midland Company for the
registration of 102,963 shares of its common stock and to the
incorporation by reference therein of our report dated July 29,
1993, 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, 1993, filed with the Securities and
Exchange Commission.
ERNST & YOUNG, LLP
Minneapolis, Minnesota
August 31, 1994
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EXHIBIT 24--POWERS OF
ATTORNEY
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
R. P. REISING, D. J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of
said Company proposed to be sold by certain stockholders of said
Company, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto
set the undersigned's hand this 11th day of August, 1994.
D. O. ANDREAS
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ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
R. P. REISING, D. J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of
said Company proposed to be sold by certain stockholders of said
Company, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 22nd day of August, 1994.
L. W. ANDREAS
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ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
R. P. REISING, D. J. SCHMALZ and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of
said Company proposed to be sold by certain stockholders of said
Company, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 11th day of August, 1994.
M. D. ANDREAS
3
PAGE 4
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
R. P. REISING, D. J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of
said Company proposed to be sold by certain stockholders of said
Company, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 11th day of August, 1994.
M. L. ANDREAS
4
PAGE 5
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
R. P. REISING, D. J. SCHMALZ and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of
said Company proposed to be sold by certain stockholders of said
Company, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 16th day of August, 1994.
Shreve M. Archer, Jr.
5
PAGE 6
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
R. P. REISING, D. J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of
said Company proposed to be sold by certain stockholders of said
Company, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 16th day of August, 1994.
Ralph Bruce
6
PAGE 7
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
R. P. REISING, D. J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of
said Company proposed to be sold by certain stockholders of said
Company, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 11th day of August, 1994.
Howard Buffett
7
PAGE 8
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
R. P. REISING, D. J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of
said Company proposed to be sold by certain stockholders of said
Company, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 14th day of August, 1994.
John H. Daniels
8
PAGE 9
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
R. P. REISING, D. J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of
said Company proposed to be sold by certain stockholders of said
Company, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 20th day of August, 1994.
Ray A. Goldberg
9
PAGE 10
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
R. P. REISING, D. J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of
said Company proposed to be sold by certain stockholders of said
Company, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 15th day of August, 1994.
H. D. Hale
10
PAGE 11
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
R. P. REISING, D. J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of
said Company proposed to be sold by certain stockholders of said
Company, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 20th day of August, 1994.
F. Ross Johnson
11
PAGE 12
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
R. P. REISING, D. J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of
said Company proposed to be sold by certain stockholders of said
Company, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 12th day of August, 1994.
James R. Randall
12
PAGE 13
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
R. P. REISING, D. J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of
said Company proposed to be sold by certain stockholders of said
Company, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 18th day of August, 1994.
Margaretta F.
Rockefeller
13
PAGE 14
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
R. P. REISING, D. J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of
said Company proposed to be sold by certain stockholders of said
Company, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 16th day of August, 1994.
Robert S. Strauss
14
PAGE 15
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
R. P. REISING, D. J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of
said Company proposed to be sold by certain stockholders of said
Company, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 12th day of August, 1994.
John K. Vanier
15
PAGE 16
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
R. P. REISING, D.J.SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of
said Company proposed to be sold by certain stockholders of said
Company, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 12th day of August, 1994.
O. Glenn Webb
16
