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Registration No. 333-13233
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
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:
James Nicholson D. J. Smith
Faegre & Benson Assistant
Secretary and
2200 Norwest Center Assistant
General Counsel
90 South Seventh Street Archer-Daniels-
Midland Company
Minneapolis, Minnesota 55402 4666 Faries
Parkway
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_
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1,221,717 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 March 27, 1997 was $18.25 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
$31,000.
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, 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 _________, 1997.
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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, 1996 (which incorporates by reference
certain portions of the Company's 1996 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 to be held on October 17, 1996), the Company's
Quarterly Reports on Form 10-Q for the quarters ended September
30, 1996 and December 31, 1996, 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. Additionally, copies of reports, proxy
statements and other information filed with the Commission
electronically by the Company may be inspected by accessing the
Commission's Internet site at http://www.sec.gov.
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. Additionally, copies of reports, proxy statements and
other information filed with the Commission electronically by
the Company may be inspected by accessing the Commission's
Internet site at http://www.sec.gov.
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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.
RECENT DEVELOPMENTS
On October 31, 1996, the Company announced the formation
of the office of the Chief Executive. The office of the Chief
Executive consists of Mr. Dwayne Andreas, the Chairman and
Chief Executive of the Company, Mr. James Randall, the
President of the Company, Mr. Charlie Bayless, Group Vice
President of the Company and the President of the Processing
Division, and Mr. G. Allen Andreas, Vice President of the
Company and Counsel to the Executive Committee of the Board of
Directors. The members of the Office of the Chief Executive
will function as a team.
LEGAL PROCEEDINGS
As described in the Notes to Financial Statements and
Management's Discussion of Operations and Financial Condition
set forth in the Company's Quarterly Reports on Form 10-Q for
the quarters ended September 30 and December 31, 1996
incorporated herein by reference, the Company has made
provisions to cover assessed fines, litigation settlements and
related costs and expenses described therein. However, because
of the early stage of other putative class actions described
therein, including those related to high fructose corn syrup,
the ultimate outcome and materiality of these matters cannot
presently be determined. Accordingly, no provision for any
liability that may result therefrom has been made in the
Company's consolidated financial statements.
DIVIDENDS
The Company has paid cash dividends on its Common Stock in
each year since 1927 and consecutive quarterly cash dividends
since 1932. 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
1995:
First quarter.......... 19 16-1/2
Second quarter......... 18 16-3/8
Third quarter ......... 17-1/4 13-5/8
Fourth quarter......... 17-1/2 14-1/8
1996:
First quarter ......... 18-3/4 16
Second quarter ........ 19-1/4 17
Third quarter.......... 19-1/4 15-5/8
Fourth quarter 23-1/8 19
1997: First quarter..(through
March 27, 1997) 23 17-3/8
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 identifies the Selling Shareholders
and the number of outstanding shares of Common Stock of the
Company beneficially owned by the Selling Shareholders as of
March 27, 1997. 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
Selling Shareholders Offering Shares Offered
Offering
Growmark, Inc. 2,483,901 367,973
2,115,928
Steven H. Pala, Jr. 853,744* 853,744* 0
*Includes 26,144 shares which are held in the name of National
City Bank of Minneapolis, as Escrow Agent, and shall be
distributed to Mr. Pala and/or the Company in accordance with
that certain Escrow Agreement dated as of April 30, 1996.
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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 $8,058
Legal services .....................................15,000
Blue Sky fees and expenses ..........................2,000
Accounting services ................................ 3,500
Printing and engraving ..............................2,000
Miscellaneous .........................................442
_______
Total ...................................... .$31,000
All of the above items except the registration fee are
estimated, and all of the expenses will be paid by the
Registrant.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant has duly caused this Amendment No. 3 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 March 31, 1997.
ARCHER-DANIELS-MIDLAND COMPANY
/s/ D. J. Smith
D. J. Smith
Assistant Secretary
and Assistant General Counsel
Pursuant to the requirements of the Securities Act of
1933, this Amendment No. 3 to the Registration Statement has
been signed March 31, 1997 by the following persons in the
capacities indicated:
D. O. Andreas*, Chairman of the Board and Chief Executive
(Principal Executive Officer)
/s/ D. J. Schmalz
D. J. Schmalz, Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ S. R. Mills
S. R. Mills, Controller
(Principal Accounting Officer)
L. W. Andreas*, Director
Shreve M. Archer, Jr.*, Director
Gaylord O. Coan*, Director
F. Ross Johnson*, Director
M. B. Mulroney*, Director
Robert S. Strauss*, Director
John K. Vanier*, Director
O. Glenn 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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