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 16, 1997, at 11:00 A.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, 1998; and
(3) To transact such other business as may properly come
before the
meeting.
By Order of the Board
of Directors
D. J. Smith, Secretary
September 18, 1997
1
PAGE 2
ARCHER-DANIELS-MIDLAND COMPANY
4666 Faries Parkway, Decatur, Illinois 62526
September 18, 1997
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 16, 1997, at 11:00 A.M. This
Proxy Statement and the enclosed form of proxy are first being
mailed to Stockholders on or about September 18, 1997.
The cost of solicitation of proxies will be borne by the
Company. 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. Solicitation
other than by mail may be made by Officers or by regular
employees of the Company or by employees of Georgeson & Company
Inc. by personal or telephone solicitation, the cost of which is
expected to be nominal. 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 18, 1997 will be entitled to notice
of and to vote at the meeting and at all adjournments thereof.
At the close of business on August 18, 1997, the Company had
outstanding 531,305,662 shares of Common Stock, each share being
entitled to one vote.
ATTENDANCE TO THE ANNUAL MEETING WILL BE LIMITED TO
STOCKHOLDERS ONLY. IF YOU ARE A STOCKHOLDER OF RECORD AND PLAN
TO ATTEND, PLEASE DETACH THE ADMISSION TICKET FROM THE BOTTOM OF
YOUR PROXY CARD AND BRING IT WITH YOU TO THE ANNUAL MEETING.
THE NUMBER OF PEOPLE ADMITTED WILL BE DETERMINED BY HOW THE
SHARES ARE REGISTERED, AS INDICATED ON THE ADMISSION TICKET. IF
YOU ARE A STOCKHOLDER WHOSE SHARES ARE HELD BY A BROKER, BANK OR
OTHER NOMINEE, PLEASE REQUEST AN ADMISSION TICKET BY WRITING TO:
ARCHER-DANIELS-MIDLAND COMPANY SHAREHOLDER RELATIONS, 4666
FARIES PARKWAY, DECATUR, IL 62526-5666. EVIDENCE OF YOUR STOCK
OWNERSHIP, WHICH YOU CAN OBTAIN FROM YOUR BANK OR STOCKBROKER,
MUST ACCOMPANY YOUR LETTER. STOCKHOLDERS WHO ARE NOT PRE-
REGISTERED WILL ONLY BE ADMITTED TO THE MEETING UPON
VERIFICATION OF STOCK OWNERSHIP. THE NUMBER OF TICKETS SENT
WILL BE DETERMINED BY THE MANNER IN WHICH SHARES ARE REGISTERED.
IF YOUR REQUEST IS RECEIVED BY OCTOBER 10, 1997, AN ADMISSION
TICKET WILL BE MAILED TO YOU. ALL OTHER ADMISSION TICKETS CAN
BE OBTAINED AT THE REGISTRATION TABLE LOCATED AT ADM/LAKEVIEW
OFFICE LOBBY BEGINNING AT 9:00 A.M. ON THE DAY OF THE ANNUAL
MEETING.
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 43,854,944 8.25
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
thirteen (13) 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. Mr. Lowell W.
Andreas, former President of the Company and a member of the
Board since 1966, retired as a member of the Board of Directors
effective April 17, 1997.
The nominees for election to the Board of Directors are as
follows:
i. Mr. G. Allen Andreas became a Director in 1997. During
this year, Mr. Andreas was elected President and Chief Executive
Officer of the Company. He serves as Chairman of the Executive
Committee of the Board of Directors.
Mr. Andreas joined the Company's Legal Department in 1973.
Mr. Andreas was elected Assistant Treasurer of the Company in
1975, Treasurer in 1986 and served as Chief Financial Officer of
European Operations from 1989 until he returned to the United
States in 1994 following his appointment as Counsel to the
Executive Committee of the Board of Directors. Mr. Andreas was
designated a Member of the Office of the Chief Executive in
1996.
Mr. Andreas is a member of the Supervisory Board of the
A.C. Toepfer International Group with headquarters in Germany
and serves on the Board of Directors of Gruma S.A. located in
Mexico. He is a member of the Advisory Boards of various
associated investments with business operations in Latin
America, Central Europe and throughout the Asia Pacific Region.
He is a member of the International Policy Council on
Agriculture, Food and Trade, International Food and Agribusiness
Management Association, The Corporate Council on Africa, and the
American Bar Association.
ii. Mr. Shreve Archer became a Director in 1948. He has been
on the Board for 49 years - longer than any other Director.
During his lifetime, he has been actively engaged in all phases
of agribusiness and he and his family are one of the Company's
largest Stockholders. Over the years, he has been actively
participating on several Board and Policy Committees.
iii. The Honorable John R. Block became a Director in 1996. He
is the former U.S. Secretary of Agriculture and has held
positions as Illinois State Director of Agriculture and
currently serves as President of Food Distributors
International. He serves on the Board of the Friends of the
World Food Program, the Citizens Democracy Corps and the
Citizens Network for Foreign Affairs. He is a graduate of the
U.S. Military Academy and an active partner in his family
farming business.
iv. Ambassador Richard Burt became a Director in 1996. He is
Chairman of International Equity Partners, a Washington
investment and consulting firm. He formerly was a partner with
McKinsey & Company specializing in international business
strategy and led McKinsey's Public Sector Practice and its work
in Eastern Europe and the former Soviet Union. He was appointed
as U.S. Chief Negotiator in the Strategic Arms Reduction Talks
(START) with the former Soviet Union. He also served as the
U.S. Ambassador to the Federal Republic of Germany and held
several key positions at the State Department, including
Assistant Secretary of State for European and Canadian Affairs
and director of Politico-Military Affairs. He currently serves
on the board of the Lauder Institute at the Wharton School of
Business, University of Pennsylvania, the American Council on
Germany and the Council on Foreign Relations. Ambassador Burt
received his Masters degree in International Relations from the
Fletcher School of Law and Diplomacy at Tufts University.
v. Ms. Mollie Hale Carter became a Director in 1996.
Currently, she is Chairman of Sunflower Bank in Salina, Kansas
and Vice President of Star A, Inc., a family-held corporation
involving farming and ranching operations in Shawnee Mission,
Kansas. From 1987 to 1997, she was a Senior Investment Officer
for the John Hancock Mutual Life Insurance Company of Boston,
Massachusetts. She has also held positions at Agribusiness
Associates, Inc. in Wellesley, Massachusetts, and Tabor
Commodities in Chicago, Illinois. She brings over fourteen
years of experience in agriculture to the Board. Ms. Carter
holds a Masters degree in Business Administration from Harvard
Graduate School of Business Administration. She received her
B.A., magna cum laude, in Economics from Dartmouth College,
Hanover, New Hampshire, including being a member of Phi Beta
Kappa Society and Rufus Choate Scholar. She and her family are
one of the Company's largest Stockholders.
vi. Mr. Gaylord Coan became a Director in 1995. He is Chief
Executive Officer of Gold Kist Inc., a diversified farm
cooperative based in Atlanta, Georgia. Gold Kist is the second
largest poultry processor in the United States, the largest farm
supply retailer in the Southeast, and a major buyer and
processor of cotton and pecans. He managed Gold Kist's
commodity operations for many years and in 1986 was named
President and Chief Executive Officer of Golden Peanut Company,
a joint venture between the Company and Gold Kist Inc. He
returned to Gold Kist Inc. in 1990 as Executive Vice President
and Member of the Management Executive Committee and was elected
to President and Chief Operating Officer in 1991. After 36
years with the Cooperative, in 1995, he was elected Chief
Executive Officer and Chairman of the Management Executive
Committee. Gold Kist Inc. is one of the Company's largest
Stockholders.
vii. Mr. Ross Johnson became a Director in 1989. He has been a
Chief Executive Officer for the past 25 years and during the
period of 1976-1989 compounded return to his public shareholders
in excess of 30% annually as Chief Executive Officer of RJR
Nabisco. Mr. Johnson currently is Chairman of the RJM Group,
which is his personal management advisory company in Atlanta,
Georgia.
viii. The Right Honorable Brian Mulroney became a Director
in 1993. Having led his party to the largest parliamentary
victory in Canadian history, he was sworn in as Canada's 18th
Prime Minister on September 17, 1984. His government was re-
elected with a majority for a second mandate on November 21,
1988. Prime Minister Mulroney's government brought about the
Canada-U.S. Free Trade Agreement, NAFTA, the Acid Rain Treaty
and historic taxation reform. In June 1993, Mr. Mulroney
resigned as Prime Minister and Party Leader to return to the law
firm of Ogilvy Renault as Senior Partner.
ix. Ambassador Robert Strauss became a Director in 1992. He is
the founding partner of the law firm Akin, Gump, Strauss, Hauer
& Feld. He served as United States Special Trade Representative
from 1977-1978. In 1979, he served as Personal Representative
to the Middle East Peace Negotiations and Camp David Accords.
In 1991, he served as U.S. Ambassador to the Soviet Union and,
following the dissolution of the Soviet Union, became U.S.
Ambassador to the Russian Federation. In 1981, he was awarded
the nation's highest civilian award, the Presidential Medal of
Freedom.
x. Mr. J. K. Vanier became a Director in 1978. Prior to being
elected to the Company's Board, he was a member of a family
operation which included six flour mills, three soybean plants,
three livestock feed mills, and various other enterprises. He
is presently Chief Executive Officer of Western Star Ag
Resources, Inc., a family-held corporation involving securities
investments, rural real estate and livestock operations located
in Kansas, Oklahoma, Colorado and Wyoming. He is past President
of American Hereford Cattle Association and past board member of
National Cattlemen's Association. Mr. Vanier and his family are
one of the Company's largest Stockholders.
xi. Mr. Glenn Webb became a Director in 1991. He is currently
Chairman of GROWMARK, Inc., one of the Company's largest
Stockholders, ADM/GROWMARK, and Federal Farm Credit System
Funding Corporation. He is a board member of CoBank (Bank of
Coops), Farm Credit Systemwide Audit Committee, Graduate
Institute of Cooperative Leadership and CF Industries, Inc.
(shareholder representative).
xii. Ambassador Andrew Young became a Director in 1997. He is
Co-Chairman of GoodWorks International, a specialty consulting
group based in Atlanta, Georgia that provides strategic services
to corporations and governments operating in the global economy.
Ambassador Young is an ordained minister, international
businessman, sports enthusiast, human rights activist, published
author and former public servant. He was elected to three terms
in the United States House of Representatives from the Fifth
Congressional District of Georgia; and, in 1977, President Jimmy
Carter named him Ambassador to the United Nations. He served
two terms as Mayor of Atlanta and was Co-Chairman of the
Centennial Olympic Games in 1996.
Ambassador Young was a top aide to Dr. Martin Luther King,
Jr. during the civil rights movement, was involved in its
inception and served as Vice President of the Southern Christian
Leadership Conference. He presently serves on the board of the
Dr. Martin Luther King, Jr. Center for Non-Violent Social
Change.
In 1994, President Bill Clinton appointed him Chairman of
the Southern Africa Enterprise Development Fund, a US$100
million privately managed Fund to provide equity to businesses
in 11 countries in southern Africa.
Ambassador Young has published two books, A Way Out of No
Way (Thomas Nelson Publishing) and An Easy Burden (Harper
Collins). His awards include the Presidential Medal of Freedom,
Legion d'Honneur and more than 45 honorary degrees from such
Universities as Yale, Notre Dame, Emory and the University of
Georgia.
xiii. Dwayne Andreas began his career as a partner of a
family-owned company in 1938. He was Vice President of Cargill,
Inc. from 1945 to 1952, and subsequently Executive Vice
President of the Farmers Union Grain Terminal Association. He
joined the Company in 1966 and became its Chairman and Chief
Executive in 1970. He has been active in international affairs
for many years. He has been director of the Committee for
National Trade Policy, Chairman of the Economic Club of New
York, Chairman of the Executive Council on Foreign Diplomats, a
director of the Foreign Policy Association and of the Council on
Foreign Relations and Chair of the US-USSR Trade and Economic
Council.
Mr. Andreas served as Chairman of President Reagan's Task
Force on International Private Enterprise as well as serving on
President Johnson's General Advisory Council on Foreign
Assistance and President Nixon's Advisory Committee on
Management Improvement. In addition, he was a recipient of the
coveted Horatio-Alger Award.
Currently, Mr. Andreas is a member of the Council of the
Woodrow Wilson International Center for Scholars, director of
the National Cooperative Business Association, a Trustee of the
Hoover Institute on War, Revolution and Peace at Stanford
University and a member of the Trilateral Commission.
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 Ms. Mollie Hale Carter and Messrs.
Brian Mulroney, Robert S. Strauss, Richard Burt and Andrew
Young, whose business experience for the past five years is
described above, 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.
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, 79, Chairman 1966 23,481,3 (1)(3) 4.42
of the Board. He is a 91
Director of Hollinger
International, Inc.
Mollie Hale Carter, 35, 1996 11,417,2 (2)(4) 2.15
Chairman, Sunflower Bank and 92
Vice President, Star A, Inc.
(farming and ranch operation)
G. O. Coan, 61, Chief 1995 3,013,23 (2)(5) *
Executive Officer of Gold 1
Kist Inc. (a farmer-owned
cooperative). He is a
Director of Golden Poultry
Company, Inc., SunTrust Bank,
Atlanta, SunTrust Banks of
Georgia and Cotton States
Life Insurance Company.
G. Allen Andreas, 54, 1997 3,203,51 (1)(6) *
President and Chief Executive 3
of the Company
S. M. Archer, Jr., 74, 1948 1,573,60 (2)(7) *
Private Investments 0
John R. Block, 62, President, 1996 899 (2) *
Food Distributors
International. He is a
Director of Deere & Company.
J. K. Vanier, 69, Chief 1978 9,689,47 (2)(8) 1.82
Executive Officer, Western 4
Star Ag. Resources,
Inc.(investments and
livestock)
M. Brian Mulroney, 58, Senior 1993 3,340 (2) *
Partner in the law firm of
Ogilvy Renault. He is a
Director of Barrick Gold
Corporation, Petrofina S.A.,
The TrizecHahn Corporation,
HFS Incorporated and Quebecor
Printing, Inc.
O. G. Webb, 61, farmer. 1991 2,120,46 (2)(9) *
Chairman of the Board and 5
President, GROWMARK, Inc.
(farmer-owned cooperative)
Richard Burt, 50, Chairman of 1996 616 (2) *
International Equity Partners
(a direct investment and
advisory services
organization). Mr. Burt is a
Director of Hollinger
International, Inc., Wierton
Steel Corporation, Paine
Webber Mutual Funds, and VLT
Corporation.
F. Ross Johnson, 65, Chairman 1989 156,510 (2) *
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 and
Noma Industries of Canada.
Robert S. Strauss, 78, 1992 37,535 (2) *
Partner in the law firm of
Akin, Gump, Strauss, Hauer &
Feld. Mr. Strauss is a
Director of Hollinger
International, Inc. and
Gulfstream.
Andrew Young, 65, Co-Chairman 1997 402 (2) *
of GoodWorks International (a
specialty consulting group).
Mr. Young is a Director of
Delta Airlines, Inc., Argus
Inc., Host Marriott
Corporation, Cox
Communication Inc. and Thomas
Nelson, Inc.
* Less than 1% of outstanding shares
4
PAGE 5
<FN>
(1) Includes shares allocated as a beneficiary under the
Company's Tax Reduction Act Stock Ownership Plan (TRASOP) and
ADM Savings & Investment Plan.
(2) Includes stock units allocated under the Company's Stock
Unit Plan for Nonemployee Directors that are deemed to be the
equivalent to outstanding shares of Common Stock for bookkeeping
and valuation purposes.
(3) Includes 21,121,507 shares in which Mr. Andreas disclaims
any beneficial interest, in trust for members of his family of
which he is a Trustee and in a partnership of which Mr. Andreas
is the Managing Partner which includes 4,463,320 shares held for
Mr. M. D. Andreas and 151,462 shares held for Mr. G. Allen
Andreas.
(4) Includes 3,946,167 shares owned by or in trust for members
of Ms. Carter's family in which Ms. Carter disclaims beneficial
interest in 11,801 shares. Includes 4,230,091 shares owned by
Star A, Inc. and 3,214,672 shares owned by Star E, Inc., family
corporations, with respect to which Ms. Carter disclaims any
beneficial interest in 3,553,276 shares and 3,034,650 shares,
respectively.
(5) Includes 3,010,587 shares owned by Gold Kist Inc. in which
Mr. Coan disclaims any beneficial interest.
(6) Includes 2,976,811 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 or shared voting power.
Includes 20,788 shares that are unissued but are subject to
stock options exercisable within 60 days from the date of this
Proxy Statement.
(7) Includes 344,509 shares owned by a member of Mr. Archer's
family in which he disclaims any beneficial interest.
(8) Includes 18,287 shares owned by members of Mr. Vanier's
family in which he disclaims any beneficial interest. Includes
6,216,646 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 4; Mr. Vanier is the brother of Ms. Carter's mother and
3,214,672 of the reported shares were also reported by Ms.
Carter).
(9) Includes 2,115,928 shares owned by GROWMARK, Inc. in which
Mr. Webb disclaims any beneficial interest.
</TABLE>
B. D Kraft, J. R. Randall, M. L. Andreas, C. T. Bayless and
M. D. Andreas are five of the seven highest paid Executive
Officers of the Company but are not Directors of the Company.
B. D Kraft beneficially owned 2,688,483 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)
93,195 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) 26,801 shares that are subject to
stock options exercisable within 60 days from the date of this
Proxy Statement.
J. R. Randall retired as President of the Company July 1,
1997. Mr. Randall beneficially owned 1,221,959 shares of Common
Stock of the Company, which number includes (1) shares allocated
to him as a beneficiary under the Company's TRASOP and ADM
Savings & Investment Plan, (2) 58,274 shares owned by a member
of his family with respect to which he disclaims any beneficial
interest, (3) 158,271 shares in trusts for members of his family
of which he is a Co-Trustee and in which he disclaims any
beneficial interest, and (4) 40,071 shares that are unissued but
are subject to stock options exercisable within 60 days from the
date of this Proxy Statement.
M. L. Andreas beneficially owned 1,544,090 shares of Common
Stock of the Company, which number includes (1) shares allocated
to him as a beneficiary under the Company's TRASOP and ADM
Savings & Investment Plan, (2) 1,078,717 shares owned by Andreas
Corporation with respect to which he disclaims any beneficial
interest in 895,336 shares, (3) 107,668 shares in trusts for
members of his family and in which he disclaims any beneficial
interest, and (4) 20,788 shares that are subject to stock
options exercisable within 60 days from the date of this Proxy
Statement.
C. T. Bayless beneficially owned 103,657 shares of Common
Stock of the Company, which number includes (1) shares allocated
to him as a beneficiary under the Company's TRASOP and ADM
Savings & Investment Plan, (2) 170 shares owned by a member of
his family with respect to which he disclaims any beneficial
interest, and (3) 26,801 shares that are unissued but are
subject to stock options exercisable within 60 days from the
date of this Proxy Statement.
M. D. Andreas beneficially owned 6,760,526 shares of Common
Stock of the Company (1.27% of outstanding shares), which number
includes (1) shares allocated to him as beneficiary under the
Company's TRASOP and ADM Savings & Investment Plan, (2)
2,158,578 shares, in which he disclaims any beneficial interest,
in trust for members of his family of which he is a Trustee or
has sole voting power (see footnote 3), and (3) 43,746 shares
that 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 41 persons including
those listed above and excluding J. R. Randall and M. D.
Andreas, is 60,675,454 shares representing 11.42% of the
outstanding shares, of which 484,734 shares are unissued but are
subject to stock options exercisable within 60 days from the
date of this Proxy Statement.
G. Allen Andreas, President and Chief Executive of the
Company, is a nephew of D. O. Andreas. Michael D. Andreas is
the son of D. O. Andreas. Martin L. Andreas is a nephew of D.
O. Andreas. G. Allen Andreas, Martin L. Andreas and Michael D.
Andreas are cousins. Mollie Hale Carter is a niece of J. K.
Vanier. 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 and one special
meeting.
During the last fiscal year, the Board had Audit, Salary,
Stock Option and Succession, Nominating and Proxy, Public Policy
and Special Committees. The Audit Committee consisted of
Messrs. Johnson, Archer, Coan, Vanier and Ms. Carter; the
Salary, Stock Option and Succession Committee (formerly the
Salary and Stock Option Committee) consisted of Messrs. Webb,
Archer, Block, Coan and Vanier; the Nominating and Proxy
Committee consisted of Messrs. Strauss, Archer, Burt, Mulroney
and Ms. Carter; the Public Policy Committee consisted of Messrs.
Mulroney, Burt, Johnson, Strauss, Vanier and Webb; and the
Special Committee consisted of Messrs. Mulroney, Johnson, Vanier
and Webb.
The Audit Committee, which met four 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, Stock Option and Succession Committee, which
met six 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 twice 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.
The Public Policy Committee is charged with overseeing
social responsibility of the Company.
The Special Committee was appointed to oversee the
Company's response to the criminal investigation in the food
additives industry and related civil antitrust and securities
litigation. (For a description of the status of these actions
reference is made to Note 11 of the Notes to Consolidated
Financial Statements included in the Annual Report to
Stockholders for the year ended June 30, 1997.)
At a special meeting held in July, 1997, the Board affirmed
and established Audit, Compensation, Nominating, Executive,
Corporate Governance, Public Policy, and Succession Committees.
The Audit Committee consists of Messrs. Coan, Block, Burt, Young
and Ms. Carter; the Compensation Committee consists of Messrs.
Webb, Block, Coan, Johnson and Vanier; the Nominating Committee
consists of Ms. Carter and Messrs. Burt, Coan and Young; the
Executive Committee consists of Messrs. G. A. Andreas, Coan,
Strauss and Ms. Carter; the Corporate Governance Committee
consists of Messrs. Coan, D. O. Andreas, Archer, Block, Burt,
Johnson, Mulroney, Strauss, Vanier, Webb, Young and Ms. Carter;
the Public Policy Committee consists of Messrs. Mulroney,
Archer, Block, Webb and Young; the Succession Committee consists
of Messrs. Webb, Archer, Coan, Johnson, Strauss and Vanier.
5
PAGE 6
Executive Compensation
The following table sets forth information concerning the Company's
Chief Executive Officer and the six 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
$ $ $ #(8) $(9)
____ _________ _____ ____________ _______ _______
<S> <C> <C> <C> <C> <C> <C>
D. O. Andreas, 199 3,648,65 -0- 346,892( -0- 6,000
Chairman (1) 7 2 -0- 6) -0- 6,000
199 3,649,13 -0- 259,501( -0- 6,000
6 0 6)
199 3,612,17 152,670(
5 1 6)
G. Allen 199 803,282 -0- N/A 100,000 6,000
Andreas, Chief 7 598,570 -0- N/A -0- 6,000
Executive 199 452,601 -0- N/A 33,075 6,000
Officer(1) 6
199
5
J. R. Randall, 199 1,968,23 -0- N/A 50,000 6,000
President (2) 7 4 -0- N/A -0- 6,000
199 1,868,79 -0- N/A 82,687 6,000
6 6
199 1,686,00
5 4
M. D. Andreas, 199 1,376,56 -0- 68,016(7 -0- 6,000
Former Vice 7 7 -0- ) -0- 6,000
Chairman of 199 1,314,63 -0- 62,006(7 66,150 6,000
the Board and 6 0 )
Executive Vice 199 1,136,00 59,591(7
President (3) 5 4 )
B. D Kraft, 199 765,661 -0- N/A 20,000 6,000
Group Vice 7 695,796 -0- N/A -0- 6,000
President (4) 199 656,337 -0- N/A 41,343 6,000
6
199
5
M. L. Andreas, 199 655,234 -0- N/A 15,000 6,000
Senior Vice 7 619,480 -0- N/A -0- 6,000
President and 199 581,341 -0- N/A 33,075 6,000
Assistant to 6
the Chairman 199
5
C. T. Bayless, 199 461,900 -0- N/A 30,000 6,000
Group Vice 7 412,463 -0- N/A -0- 6,000
President (5) 199 369,671 -0- N/A 41,343 6,000
6
199
5
<FN>
(1) On April 17, 1997, D. O. Andreas retired as Chief Executive
Officer of the Company and G. Allen Andreas was named to this
position effective immediately.
(2) Effective July 1, 1997, J. R. Randall retired and G. Allen
Andreas was named as President in addition to Chief Executive
Officer.
(3) Effective October 17, 1996, M. D. Andreas requested and
received Company approval to take a temporary administrative
leave.
(4) Effective July 1, 1997, B. D Kraft was named Senior Vice
President.
(5) Effective July 1, 1997, C. T. Bayless was named Executive
Vice President.
(6) Includes $51,001, $133,074 and $214,272 for personal use of
Company-owned aircraft in 1995, 1996 and 1997, respectively,
and $86,941, $107,965 and $114,117 for personal office and
expense allocation in 1995, 1996 and 1997, respectively.
Amounts for Other Annual Compensation are reported on a calendar
year basis.
(7) Includes $41,749, $42,488 and $47,054 for personal use of
Company-owned aircraft in 1995, 1996 and 1997, respectively.
(8) Number of options granted in fiscal year indicated and
adjusted for all stock dividends and stock splits paid to date.
(9) These amounts represent the Company's matching contribution
under the ADM Savings & Investment Plan, a 401(k) plan. This is
a contributory plan available to all salaried employees who have
completed one year of service with the Company. Employees may
contribute 1% to 6% of gross wages to a maximum of $9,000 in
calendar year 1996. 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>
During the last fiscal year, compensation for nonemployee
Directors consisted of an annual retainer of $37,500 and an
annual retainer of $37,500 for memberships on the Audit, Salary,
Stock Option and Succession, Nominating and Proxy, Public Policy
and Special Committees with a maximum annual retainer for all
services of $100,000.
At a special meeting held in July, 1997, the Board fixed
nonemployee Director compensation at $100,000, at least one-half
of which will be paid in stock units pursuant to the Company's
Stock Unit Plan for Nonemployee Directors.
For each of the fiscal years in the two-year period
commencing July 1, 1997 and ending June 30, 1999, D. O. Andreas
will receive $800,000 per year for acting as the Chairman of the
Board of Directors. Thereafter, for so long as Mr. Andreas
continues in the position of Chairman, he will receive $300,000
per year. In accordance with the provisions of the Company's
Stock Unit Plan for Nonemployee Directors, at least 50% of the
first $100,000 of such compensation will be paid in the form of
stock units.
6
PAGE 7
<TABLE>
Stock Option Grants In Last Fiscal Year
__________________________________________
<CAPTION>
Potential
Realizable
Value at Assumed
Annual Rates of
Stock Price
Individual Grants Appreciation for
Option Term
___________________________________________________________________________
_______________
Number of
Securities Percent of Exercis
Underlying Total Options e or
Options Granted to Base Expiratio
Name Granted Employees in Price n Date 5% ($) 10% ($)
(#)(1) Fiscal Year ($/Sh) (2) (2)
___________ __________ _____________ _______ _________ _______ _______
___ ___ __ __ __ __
<S> <C> <C> <C> <C> <C> <C>
D. O. - - - - - -
Andreas
G. A. 100,000 8.67 17.4688 04-17-07 1,098,6 2,784,0
Andreas 03 77
J. R. 50,000 4.33 17.4688 04-17-07 1,392,0
Randall 549,302 38
M. D. - - - - - -
Andreas
B. D Kraft 20,000 1.73 17.4688 04-17-07
219,721 556,815
M. L. 15,000 1.30 17.4688 04-17-07
Andreas 164,791 417,612
C. T. 30,000 2.60 17.4688 04-17-07
Bayless 329,581 835,223
<FN>
(1) For the period July 1, 1996 through June 30, 1997 the Executive
Officers named above were granted Incentive and Non-Qualified Stock Options
exercisable in annual installments commencing on the first anniversary
date.
(2) The hypothetical potential appreciation shown in these columns
reflects the required calculations at annual rates of 5% and 10% set by the
Securities and Exchange Commission, and is not intended to represent either
historical appreciation or anticipated future appreciation of the Company's
Common Stock price.
</TABLE>
7
PAGE 8
<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 - - - - - -
G. A. Andreas - - 17,114 128,983 157,609 828,024
J. R. Randall - - 40,071 136,026 366,709 1,031,597
M. D. Andreas - - 36,397 73,163 337,039 633,971
B. D Kraft - - 22,208 56,498 205,215 420,868
M. L. Andreas - - 17,114 43,983 157,609 328,649
C. T. Bayless - - 22,208 66,498 205,215 479,618
<FN>
(1) Table reflects adjustments for stock dividends and stock splits paid to
date.
</TABLE>
The Company has a Retirement Plan for Salaried Employees (the "Plan"). The
Company made a contribution to the Plan for calendar and Plan year 1996 equal to
the required minimum ERISA contribution. The following table shows the
estimated annual benefits payable as a life annuity, upon normal retirement, 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 $ 29,727 $ 59,454 $ 89,181 $
104,044
400,000 61,727 123,454 185,181
216,044
600,000 93,727 187,454 281,181
328,044
800,000 125,727 251,454 377,181
440,044
1,000,000 157,727 315,454 473,181
552,044
1,200,000 189,727 379,454 569,181
664,044
1,400,000 221,727 443,454 665,181
776,044
1,600,000 253,727 507,454 761,181
888,044
1,800,000 285,727 571,454 857,181
1,000,044
2,000,000 317,727 635,454 953,181
1,112,044
2,200,000 349,727 699,454 1,049,181
1,224,044
2,400,000 381,727 763,454 1,145,181
1,336,044
2,600,000 413,727 827,454 1,241,181
1,448,044
2,800,000 445,727 891,454 1,337,181
1,560,044
3,000,000 477,727 955,454 1,433,181
1,672,044
3,200,000 509,727 1,019,454 1,529,181
1,784,044
3,400,000 541,727 1,083,454 1,625,181
1,896,044
3,600,000 573,727 1,147,454 1,721,181
2,008,044
3,800,000 605,727 1,211,454 1,817,181
2,120,044
4,000,000 637,727 1,275,454 1,913,181
2,232,044
4,200,000 669,727 1,339,454 2,009,181
2,344,044
4,400,000 701,727 1,403,454 2,105,181
2,456,044
</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 the 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 seven 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 $3,307,063 (26
years); G. A. Andreas $413,530 (24 years); J. R. Randall
$1,588,178 (28 years); M. D. Andreas $1,075,343 (26 years); B. D
Kraft $638,731 (21 years); M. L. Andreas $545,144 (25 years); C.
T. Bayless $362,751 (35 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.
8
PAGE 9
Compensation and Stock Option Committee Report
The Board of Directors of the Company has a Compensation
Committee (formerly the Salary, Stock Option and Succession
Committee) comprised entirely of five outside 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 to ten 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 Officer, have
employment contracts.
Compensation is not directly 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, fluctuations in foreign currencies, 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 compensation for its employees and for its executives
remains competitive with that 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 entirely outside directors who are 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 Officer, the recommendations of management
and a person's supervisors.
The compensation for the Chief Executive Officer was
established by the Committee considering all of the factors
previously described. The Committee proposed and the Board
approved an annual salary of $2.2 million and options for
100,000 shares under the 1991 Incentive Stock Option Plan for G.
Allen Andreas at the April 1997 Board meeting. Henceforth the
Corporate Governance Committee, comprised of all of the
nonmanagement Directors, shall evaluate the performance of the
Chief Executive Officer consistent with these guidelines and
certain specific CEO evaluation criteria established by the
Corporate Governance Committee. The evaluation of the Corporate
Governance Committee will be forwarded to the Compensation
Committee which will establish the compensation for the Chief
Executive Officer for ratification by the Board of Directors.
Section 162(m) of the Internal Revenue Code generally
disallows a tax deduction to public corporations for
compensation paid in excess of $1,000,000 annually to the
corporation's chief executive officer and other highly
compensated executive officers. One of the exceptions to this
deduction limit is for qualifying "performance-based"
compensation. The Company's 1996 Stock Option Plan, approved by
the Stockholders at the Company's 1996 Annual Meeting, has been
designed to qualify as a performance-based compensation plan
satisfying this exception. However, other compensation paid to
the Company's executive officers may be subject to the deduction
limitation. The Committee believes, in order to retain the
flexibility to compensate its executive officers in a
competitive environment in accordance with the principles
discussed above, that it would be inadvisable to adopt a strict
policy of compliance with Section 162(m) in all cases. The
Committee will, however, continue to consider future
opportunities for compliance with Section 162(m) that it feels
are in the best interests of the Company and its Stockholders.
The Committee also believes that the amount of any expected loss
of a tax deduction under Section 162(m) will be insignificant to
the Company's overall tax position.
O. G. Webb, Chairman
John Block
G. O. Coan
F. R. Johnson
J. K. Vanier
9
PAGE 10
<TABLE>
Comparison of Five Year Cumulative Total Return
Among Archer-Daniels-Midland Company (ADM), the S & P Foods
Index
and the S & P 500 Index
<CAPTION>
Measurement Period ADM S & P Foods S & P 500
(Fiscal Year Covered) Index
Index
__________________ ___ __________ _________
<S> <C> <C> <C>
Measurement Pt - 06/30/92 $100 $100 $100
FYE 06/30/93 $105 $100 $114
FYE 06/30/94 $109 $100 $115
FYE 06/30/95 $137 $129 $145
FYE 06/30/96 $148 $152 $183
FYE 06/30/97 $190 $212 $247
</TABLE>
$100 invested on 06/30/92 in stock or index
including reinvestment of dividends.
Fiscal year ending June 30.
Graph produced in accordance with SEC regulations by Research
Holdings Ltd.
10
PAGE 11
Certain Relationships and Related Transactions
Mr. J. K. Vanier has a beneficial interest in farms and
ranches in Kansas and other states. During the last fiscal year
the farms and ranches made sales of grain totaling $81,488.93 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, 1997, 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.
11
PAGE 12
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, 1998, 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.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of copies of reports furnished
to the Company during the fiscal year ended June 30, 1997, 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: B. D Kraft 1 report/1 transaction, J. E.
Long 1 report/1 transaction, J. R. Randall 1 report/1
transaction and A. Young 1 report.
12
PAGE 13
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 21, 1998.
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
D. J. Smith, Secretary
September 18, 1997
13
PAGE 14
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 11:00 A.M. on Thursday, October
16, 1997, the third Thursday in October, at ADM/LAKEVIEW, 1001
BRUSH COLLEGE ROAD, DECATUR, ILLINOIS.
ATTENDANCE TO THE ANNUAL MEETING WILL BE LIMITED TO
STOCKHOLDERS ONLY. IF YOU ARE A STOCKHOLDER OF RECORD AND PLAN
TO ATTEND, PLEASE DETACH THE ADMISSION TICKET FROM THE BOTTOM OF
YOUR PROXY CARD AND BRING IT WITH YOU TO THE ANNUAL MEETING.
THE NUMBER OF PEOPLE ADMITTED WILL BE DETERMINED BY HOW THE
SHARES ARE REGISTERED, AS INDICATED ON THE ADMISSION TICKET. IF
YOU ARE A STOCKHOLDER WHOSE SHARES ARE HELD BY A BROKER, BANK OR
OTHER NOMINEE, PLEASE REQUEST AN ADMISSION TICKET BY WRITING TO:
ARCHER-DANIELS-MIDLAND COMPANY SHAREHOLDER RELATIONS, 4666
FARIES PARKWAY, DECATUR, IL 62526-5666. EVIDENCE OF YOUR STOCK
OWNERSHIP, WHICH YOU CAN OBTAIN FROM YOUR BANK OR STOCKBROKER,
MUST ACCOMPANY YOUR LETTER. STOCKHOLDERS WHO ARE NOT PRE-
REGISTERED WILL ONLY BE ADMITTED TO THE MEETING UPON
VERIFICATION OF STOCK OWNERSHIP. THE NUMBER OF TICKETS SENT
WILL BE DETERMINED BY THE MANNER IN WHICH SHARES ARE REGISTERED.
IF YOUR REQUEST IS RECEIVED BY OCTOBER 10, 1997, AN ADMISSION
TICKET WILL BE MAILED TO YOU. ALL OTHER ADMISSION TICKETS CAN
BE OBTAINED AT THE REGISTRATION TABLE LOCATED AT ADM/LAKEVIEW
OFFICE LOBBY BEGINNING AT 9:00 A.M. ON THE DAY OF THE ANNUAL
MEETING.
14
PAGE 15
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 D. O. Andreas, S. M. Archer,
Jr., and G. O. Coan 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 18, 1997, at the Annual
Meeting of Stockholders to be held on October 16, 1997 and any
adjournments thereof.
The Board of Directors recommends that Stockholders vote FOR the
following:
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, G. O. Coan, G. A. Andreas, S. M. Archer, Jr., J.
K. Vanier, A. Young, R. Burt, O. G. Webb, F. R. Johnson, R. S.
Strauss, M. B. Mulroney, J. R. Block, M. H. Carter;
2. Ratify the appointment of Ernst & Young LLP as
independent accountants for the fiscal year ending June 30,
1998;
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.
3. Do you plan to attend the meeting? YES __ NO __
This Proxy when properly executed will be
voted in the manner directed herein by the
undersigned Stockholder. If no direction
is made, this Proxy will be voted for
Proposals 1 and 2.
Please sign exactly as name(s) appear below.
___________________________
When shares are held by joint tenants, both Signature
should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If a
___________________________
corporation, please sign in full corporate Signature if
held jointly
name by President or other authorized officer.
If a partnership, please sign in partnership
name by authorized person. DATED:
______________, 1997
PLEASE
MARK, SIGN,
DATE AND
RETURN THE
PROXY CARD
PROMPTLY
USING THE
ENCLOSED ENVELOPE
15
