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 19, 1995, 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, 1996.
(3) If properly presented, to consider and act upon the
Stockholder's proposal set forth in the Proxy Statement.
(4) To transact such other business as may properly come
before the
meeting.
By Order of the Board
of Directors
R. P. Reising,
Secretary
September 13, 1995
1
PAGE 2
ARCHER-DANIELS-MIDLAND COMPANY
4666 Faries Parkway, Decatur, Illinois 62526
September 13, 1995
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 19, 1995, at 2:00 P.M. This
Proxy Statement and the enclosed form of proxy are first being
mailed to Stockholders on or about September 13, 1995.
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 21, 1995 will be entitled to notice
of and to vote at the meeting and at all adjournments thereof.
At the close of business on August 21, 1995, the Company had
outstanding 504,990,928 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 39,777,735
7.88
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. 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. 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, at which
time he 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, 77, Chairman 1966 23,855,3 (1)(2) 4.72
of the Board, Chief Executive 39
of the Company. He is a
Director of Salomon Inc.
Ralph Bruce, 78, Retired 1980 263,102 0.05
Executive Vice President of
the Company
*J. H. Daniels, 73, Retired 1957 461,114 (3) 0.09
Chairman of the Company
G. O. Coan 59, President and 1995 2,730,85 (4) 0.54
Chief Operating Officer of 4
Gold Kist Inc. (a farmer-
owned cooperative). He is a
Director of Golden Poultry
Company, Inc., Trust Company
Bank and Trust Company of
Georgia
*L. W. Andreas, 73, Retired 1966 6,081,36 (1)(5) 1.20
President of the Company. 4
Mr. Andreas is a Director of
National City Bancorporation
*S. M. Archer, Jr., 72, 1948 1,426,74 (6) 0.28
Private Investments 4
R. A. Goldberg, 68, Moffett 1991 544 0.0001
Professor of Agriculture and
Business, Harvard University.
He is a Director of Pioneer
Hi-Bred International, Inc.,
and The Vigoro Corporation
J. K. Vanier, 67, President, 1978 9,083,67 (7) 1.80
Western Star Ag. Resources, 4
Inc.(investments and
livestock)
Martin L. Andreas, 56, Senior 1986 1,471,84 (1)(8) 0.29
Vice President of the Company 9
and Executive Assistant to
the Chief Executive
M. Brian Mulroney, 56, Senior 1993 511 0.0001
Partner in the law firm
Ogilvy Renault. He is a
Director of Barrick Gold
Corporation Ltd., The Horsham
Corporation and Petrofina
S.A.
Mrs. Nelson A. Rockefeller, 1983 13,216 0.003
69, Private Investments
*Michael D. Andreas, 46, Vice 1985 6,032,15 (1)(9) 1.19
Chairman of the Board and 7
Executive Vice President of
the Company
*H. D. Hale, 70, Chairman and 1973 13,794,2 (1)(10 2.73
Chief Executive Officer, ADM 68 )
Milling Co., a subsidiary of
the Company
O. G. Webb, 59, farmer. 1991 2,029,04 (11) 0.40
Chairman of the Board and 6
President, GROWMARK, Inc.
(farmer-owned cooperative).
J. R. Randall, 70, President 1975 1,089,11 (1)(12 0.22
of the Company 6 )
*F. Ross Johnson, 63, 1989 132,331 0.03
Chairman and Chief Executive
Officer of RJM Group, Inc.
(an international management
and advisory organization).
He is a Director of American
Express Company, Power
Corporation of Canada,
National Services Industries,
Inc., Noma Ltd. of Canada,
Midland Financial Group, and
Chairman of Bionaire Ltd. of
Canada
Robert S. Strauss, 76, 1992 33,487 0.007
Partner in the law firm Akin,
Gump, Strauss, Hauer & Feld.
Mr. Strauss is a Director of
General Instruments Corp. and
Hollinger, Inc.
*Member of the Executive Committee
4
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<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 19,168,276 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 4,162,199 shares
held for Mr. L. W. Andreas and 4,055,866 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 86,917 shares owned by a member of Mr. Daniels'
family with respect to which Mr. Daniels disclaims any
beneficial interest.
(4) Includes 2,730,682 shares owned by Gold Kist Inc. in which
Mr. Coan disclaims any beneficial interest.
(5) Includes 1,265,160 shares in which Mr. Andreas disclaims any
beneficial interest, in trust for members of his family of which
he is a Trustee (see footnote 2). Includes 624,708 shares held
in a private foundation in which Mr. Andreas has voting and
investment power.
(6) Includes 312,480 shares owned by a member of Mr. Archer's
family in which he disclaims any beneficial interest.
(7) Includes 6,472 shares owned by members of Mr. Vanier's
family in which he disclaims any beneficial interest. Includes
5,919,010 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
5,841,522 of the reported shares were also reported by Mr.
Hale.)
(8) Includes 978,429 shares owned by Andreas Corporation with
respect to which Mr. Andreas disclaims any beneficial interest
in 812,097 shares. Includes 98,488 shares in trust for members
of Mr. Andreas' family and in which he disclaims any beneficial
interest. Includes 24,517 shares that are unissued but are
subject to stock options exercisable within 60 days from the
date of this Proxy Statement.
(9) Includes 1,910,807 shares in which Mr. Andreas disclaims any
beneficial interest, in trust for members of his family of which
he is a Trustee or has sole voting power (see footnote 2).
Includes 18,680 shares that are unissued but are subject to
stock options exercisable within 60 days from the date of this
Proxy Statement.
(10) Includes 1,400,339 shares owned by or in trust for a member
of Mr. Hale's family in which Mr. Hale disclaims any beneficial
interest. Includes 3,927,521 shares owned by Star A, Inc., a
family corporation, with respect to which Mr. Hale disclaims any
beneficial interest in 3,831,297 shares. Includes 6,141,522
shares in trust for which Mr. Hale's wife is one of several
Tustees and in which he disclaims any beneficial interest (see
footnote 7). Includes 6,666 shares that are unissued but are
subject to stock options exercisable within 60 days from the
date of this Proxy Statement.
(11) Includes 2,025,600 shares owned by GROWMARK, Inc. in which
Mr. Webb disclaims any beneficial interest.
(12) Includes 50,443 shares owned by a member of Mr. Randall's
family with respect to which Mr. Randall disclaims any
beneficial interest and 136,632 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 108,503
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 2,418,640 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)
78,881 shares in trusts for members of his immediate family of
which he is a Co-Trustee and in which he disclaims any
beneficial interest, and (3) 17,103 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 36 persons including
those listed above, is 72,653,139 shares representing 14.39% of
the outstanding shares, of which 457,713 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 Counsel to the
Executive Committee, 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.
The Board has Audit, Salary and Stock Option, Nominating and
Proxy, Finance 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, Mulroney and Vanier; the
Nominating and Proxy Committee consists of Messrs. M. D.
Andreas, D. O. Andreas, Archer and Daniels; the Finance
Committee consists of Messrs. Webb, L. W. Andreas, Archer and
Strauss and the Public Policy Committee consists of Messrs.
Mulroney, Webb, Goldberg, Bruce, Strauss 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.
Antitrust Investigation, Litigation and Litigation Committee
The Company, along with other companies in the food
additives industry, is the subject of a federal antitrust
investigation. Following public announcement of the
investigation, the Company and certain of its directors and
executive officers were named as defendants in a number of
putative class actions, alleging violations of antitrust and
securities laws. Shareholder derivative actions have also been
filed against certain of the Company's directors and executive
officers and nominally against the Company, alleging breach by
the individual defendants (including all director nominees
except Mr. Coan) of their fiduciary duties to the Company and
waste of corporate assets. See Note 11 of the Notes to
Consolidated Financial Statements included in the Annual Report
to Stockholders for the year ended June 30, 1995. The Board of
Directors of the Company has appointed a Litigation Committee to
oversee the Company's response to the investigation and related
civil antitrust and securities litigation. The Litigation
Committee consists of Messrs. Mulroney and Daniels, co-chairs,
Messrs. Bruce, Goldberg, Johnson, Vanier and Webb and Mrs.
Rockefeller.
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
$ $ $ #(3)
$(4)
____ _________ _____ ____________ _______
_______
<S> <C> <C> <C> <C> <C>
<C>
D. O. Andreas, 199 3,612,17 -0- 152,670( -0- 6,000
Chairman and 5 1 -0- 1) -0- 6,000
Chief 199 3,171,03 -0- 198,403( -0- 5,996
Executive 4 3 1)
199 2,851,50 217,929(
3 3 1)
J. R. Randall, 199 1,686,00 -0- N/A 75,000 6,000
President 5 4 -0- N/A 25,000 6,000
199 1,486,31 -0- N/A -0- 5,996
4 3
199 1,326,56
3 3
M. D. Andreas, 199 1,136,00 -0- 60,000 6,000
Vice Chairman 5 4 -0- 59,591(2 25,000 6,000
of the Board 199 977,980 -0- ) -0- 5,996
and Executive 4 868,230 N/A
Vice President 199 N/A
3
H. D. Hale, 199 887,521 -0- N/A 60,000 6,000
Chairman and 5 812,480 -0- N/A 10,000 6,000
Chief 199 737,243 -0- N/A -0- 5,996
Executive 4
Officer of ADM 199
Milling Co. 3
B. D Kraft, 199 656,337 -0- N/A 37,500 6,000
Group Vice 5 624,147 -0- N/A 10,000 6,000
President 199 570,897 -0- N/A -0- 5,996
4
199
3
<FN>
(1) Includes $87,710, $102,866 and $51,001 for personal use of
Company-owned aircraft in 1993, 1994 and 1995, respectively;
$54,632 for personal use of Company-owned vehicles in 1993; and
$69,497, $78,024 and $86,941 for personal office and expense
allocation in 1993, 1994 and 1995, respectively. Amounts for
Other Annual Compensation are reported on a calendar year basis.
(2) Includes $41,749 for personal use of Company-owned aircraft
in 1995.
(3) Number of options granted in fiscal year indicated and
adjusted for all stock dividends and stock splits paid to date.
(4) 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 $9,240 in
fiscal year 1995. 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, Finance, Litigation and
Public Policy Committees with a maximum annual retainer for all
services of $100,000.
<TABLE>
Stock Option Grants In Last Fiscal Year(1)
__________________________________________
<CAPTION>
Potential
Realizable
Value at Assumed
Annual Rates of
Stock Price
Individual Grants Appreciation for
Option Term
___________________________________________________________________________
_______________
Number of
Securities Percent of Exercis
Underlying Total Options e or
Options Granted to Base Expiratio
Name Granted Employees in Price n Date 5% ($) 10% ($)
(#)(2) Fiscal Year ($/Sh)
___________ __________ _____________ _______ _________ _______ _______
___ ___ __ __ __ __
<S> <C> <C> <C> <C> <C> <C>
D. O. - - - - - -
Andreas
J. R. 75,000 4.88 16.8333 10-05-04 793,980 2,012,0
Randall 93
M. D. 60,000 3.90 16.8333 10-05-04 635,184 1,609,6
Andreas 74
H. D. Hale 60,000 3.90 16.8333 10-05-04 635,184 1,609,6
74
B. D Kraft 37,500 2.44 16.8333 10-05-04 396,990 1,006,0
46
<FN>
(1) Table reflects effect of three-for-two stock split in December, 1994.
(2) For the period July 1, 1994 through June 30, 1995 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>
Aggregated Option Exercises in Fiscal Year and
Fiscal Year-End Option Values (1)
<CAPTION>
Name Shares Value Number of Unexercised Value of Unexercised
Acquired on Realized Options at Fiscal Year In-the-Money Options
Exercise ($) End (#) at Fiscal Year End ($)
(#)
Exercisab Unexercisab Exercisab Unexercisab
le le le le
_____________ ___________ _________ _________ ___________ _________ ___________
___ __ __ __ __ __ __
<S> <C> <C> <C> <C> <C> <C>
D. O. Andreas - - - - - -
J. R. Randall - - 100,171 107,814 975,327 265,050
M. D. Andreas 12,778 96,612 12,014 92,814 68,622 238,174
H. D. Hale 22,168 156,364 - 71,813 - 154,544
B. D Kraft 9,231 70,782 12,937 49,313 85,814 114,231
<FN>
(1) Table reflects effects of 5% stock dividend and three-for-two stock split.
</TABLE>
The Company has a Retirement Plan for Salaried Employees (the "Plan"). The
Company made no contribution for the participants for calendar and Plan year
1994 since the Plan was subject to the full funding limit of the IRS Code. 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 $ 29,945 $ 59,889 $ 89,834 $
104,806
400,000 61,945 123,889 185,834
216,806
600,000 93,945 187,889 281,834
328,806
800,000 125,945 251,889 377,834
440,806
1,000,000 157,945 315,889 473,834
552,806
1,200,000 189,945 379,889 569,834
664,806
1,400,000 221,945 443,889 665,834
776,806
1,600,000 253,945 507,889 761,834
888,806
1,800,000 285,945 571,889 857,834
1,000,806
2,000,000 317,945 635,889 953,834
1,112,806
2,200,000 349,945 699,889 1,049,834
1,224,806
2,400,000 381,945 763,889 1,145,834
1,336,806
2,600,000 413,945 827,889 1,241,834
1,448,806
2,800,000 445,945 891,889 1,337,834
1,560,806
3,000,000 477,945 955,889 1,433,834
1,672,806
3,200,000 509,945 1,019,889 1,529,834
1,784,806
3,400,000 541,945 1,083,889 1,625,834
1,896,806
3,600,000 573,945 1,147,889 1,721,834
2,008,806
</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 $2,887,271 (24 years); J. R. Randall
$1,341,009 (26 years); Michael D. Andreas $884,064 (24 years);
H. D. Hale $736,667 (35 years); B. D Kraft $572,936 (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 four non-employee
directors. The Committee reviews and establishes 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 trade
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 individual's on-the-job performance;
b. the Company's ability to pay and its growth record;
c. cost-of-living increases; and
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 1995 of $550,000 a year.
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 if the established
performance is not met. The Committee is unable to agree to
this provision of the Regulations since it believes it must be
free to exercise its independent business judgment to compensate
executives for their performance as set forth above.
S. M. Archer, Jr.
F. Ross Johnson
M. B. Mulroney
J. K. Vanier
8
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<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 - 06/30/90 $100 $100 $100
FYE 06/30/91 $ 97 $120 $107
FYE 06/30/92 $102 $135 $122
FYE 06/30/93 $108 $134 $138
FYE 06/30/94 $113 $134 $140
FYE 06/30/95 $142 $174 $177
</TABLE>
$100 invested on 06/30/90 in stock or index
including reinvestment of dividends.
Fiscal year ending June 30.
Graph produced in accordance with SEC regulations by Research
Data Group.
9
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Certain Relationships and Related Transactions
Mr. J. K. Vanier has a beneficial interest in various farms
and ranches in Kansas and other states. During the last fiscal
year the farms and ranches purchased $11,157 of fertilizer and
chemicals from the Company and made sales of wheat and corn
totaling $584,568 to the Company on terms and conditions that
were no more favorable than those afforded by any other
customer.
During the fiscal year ended June 30, 1995, 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 is 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, 1996, 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, 1995, 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: H. D. Hale 1 report/1 transaction, J. R.
Randall 1 report/2 transactions, and L. Cunningham 2 reports/2
transactions.
Stockholder's Proposal
The General Board of Pension and Health Benefits of the United
Methodist Church, 1201 Davis Street, Evanston, Illinois, the
beneficial owner of 36,037 shares of the common stock of the
Company, has submitted the following stockholder's proposal for
consideration by the Company's stockholders at the Annual
Meeting. To be adopted, the proposal must be approved by the
affirmative vote of the majority of shares present in person or
represented by proxy at the Annual Meeting.
Resolution Requesting Inclusiveness in Board of
Directors
WHEREAS, the Archer Daniels Midland Company (ADM) prides
itself on being the "Supermarket to the World". As a
global corporation, we believe that ADM's Board of
Directors and top management should reflect a broad
diversity, with respect to racial backgrounds and gender.
The company is to be commended for having one woman serving
on the Board of Directors.
The Equal Employment Opportunity Commission reports 97% of
senior ranks of corporations are occupied by white males.
We believe our company needs to open up top management and
the board to qualified people of all races and to women.
The Office of Federal Contract Compliance mandates that
companies must not discriminate on the basis of race, sex,
color, religion, national origin, disability, or veterans
status. Women and minorities comprise fifty percent of
America's workforce, and the U.S. Department of Labor
reports their advancement is often times hindered by
artificial barriers - glass ceilings. Our company must
make a strong and continued commitment to use its available
tools and resources to remove glass ceiling barriers,
because it is our responsibility under the law, and the
right thing to do.
We believe Boards of Directors of many corporations have
benefited from the perspectives gleaned from well qualified
women and minority members. In addition, increasingly
individual and institutional investors are voting their
proxies against boards which are not representative, and
have no women or minorities. We believe it is not in our
company's best long range interests to keep an all white
board, excluding minorities. It unfortunately gives the
impression of an "exclusive club", closed to any
perspectives beyond those in the inner sanctum.
THEREFORE, BE IT RESOLVED that shareholders request:
1. The nominating committee of the Board, in its
search for suitable Board candidates, make a greater
effort to search for qualified minority candidates for
nomination to the Board of Directors.
2. Report on our Corporation's programs to encourage
diversified representation on our Board of Directors.
3. Issue a statement publicly committing the company
to a policy of board inclusiveness with the steps we
plan to take and the expected time line.
Recommendation of Directors Against the Proposal
The Nominating Committee of the Board of Directors has in the
past considered and will continue to consider in the future all
qualified candidates for nomination to Company's Board of
Directors, including those submitted to the Secretary of the
Company in accordance with the provisions as set forth in the
Company's proxy statement. The Company does not believe there
is any justification for requiring the adoption of formal
programs and policies in this regard.
Accordingly, the Board of Directors recommends that you vote
AGAINST the proposal.
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 17, 1996.
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 13, 1995
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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
19, 1995, 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.
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ARCHER-DANIELS-MIDLAND COMPANY
(LOGO) ADM 4666 Faries Parkway, Decatur, IL 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 21, 1995,
at the Annual Meeting of Stockholders to be held on October 19,
1995 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, G. O. Coan, 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, 1996; and
3. Adopt Stockholder's proposal; FOR__ AGAINST__ ABSTAIN__
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, and against Proposal 3.
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:
______________, 1995
PLEASE
MARK, SIGN,
DATE AND
RETURN THE
PROXY CARD
PROMPTLY
USING THE
ENCLOSED ENVELOPE
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