<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, PURSUANT TO EDGAR, ON JUNE
26, 1997.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ARCHER-DANIELS-MIDLAND COMPANY
(Exact name of the Registrant as specified in its charter)
DELAWARE 41-0129150
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4666 Faries Parkway
Decatur, Illinois 62526
217/424-5200
(Address and telephone number of the Registrant's
principal executive offices)
Richard 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:
<TABLE>
<S> <C> <C>
James E. Nicholson David J. Smith Edward S. Best
Faegre & Benson LLP Archer-Daniels-Midland Company Mayer, Brown & Platt
2200 Norwest Center 4666 Faries Parkway 190 South LaSalle Street
Minneapolis, Minnesota 55402 Decatur, Illinois 62526 Chicago, Illinois 60606
</TABLE>
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, as determined by the Registrant.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
/ /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED BE REGISTERED PER UNIT (1) PRICE (1) FEE
<S> <C> <C> <C> <C>
Debt Securities and Warrants to
Purchase Debt Securities.............. $500,000,000(2)(3) 100% $500,000,000(3) $151,515
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Includes such principal amount of Debt Securities and number of Warrants
(or, if any Debt Securities are issued at original issue discount, such
greater amount of Debt Securities and number of Warrants) as shall result in
net proceeds of $500,000,000 to the Registrant.
(3) In U.S. dollars or equivalent thereof in foreign denominated currencies,
European Currency Units or other composite currencies.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
Pursuant to Rule 429, the Prospectus contained herein also relates to
$150,000,000 of Debt Securities and Warrants to purchase Debt Securities
registered on Form S-3, Registration Statement No. 33-50879.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED JUNE 26, 1997
ARCHER-DANIELS-MIDLAND COMPANY
DEBT SECURITIES AND WARRANTS
TO PURCHASE DEBT SECURITIES [LOGO]
Archer-Daniels-Midland Company (the "Company") may from time to time offer
unsecured debt securities of the Company consisting of debentures, notes and/or
other unsecured evidences of indebtedness (the "Debt Securities") and/or
warrants to purchase Debt Securities ("Warrants") in an aggregate amount
sufficient to result in net proceeds to the Company of up to U.S. $650,000,000
(or the equivalent in foreign denominated currencies or European Currency Units
or other composite currencies). The Debt Securities and/or Warrants may be
offered as separate series in amounts, at prices and on terms to be set forth in
one or more supplements to this Prospectus. Debt Securities may be offered alone
or with Warrants (which may or may not be detachable from the Debt Securities),
and Warrants may be offered alone, all as set forth in an accompanying
Prospectus Supplement and any related Pricing Supplement (the "Prospectus
Supplement"). If any Warrants are issued, Debt Securities will be issuable upon
exercise of such Warrants. The Company may sell Debt Securities and/or Warrants
to or through underwriters to be designated from time to time, and also may sell
Debt Securities and/or Warrants directly to other purchasers or through agents
or broker-dealers. See "Plan of Distribution".
Debt Securities of a series may be issuable in registered form without coupons
attached ("Registered Securities"), in bearer form with or without coupons
attached ("Bearer Securities") or in the form of one or more global securities
(each a "Global Security"). Bearer Securities will be offered only to non-United
States persons and to branches located outside the United States of certain
United States financial institutions. See "Description of Debt
Securities--Limitations on Issuance of Bearer Securities".
The designation, principal amount, currency or currencies of denomination and
payment, offering price, maturity, interest rate, redemption provisions, if any,
and other terms of the Debt Securities, the duration, offering price, exercise
price, detachability and other terms of any Warrants, and the name and basis of
compensation of the underwriters, agents or broker-dealers, if any, in
connection with the sale of the Debt Securities and/or Warrants in respect of
which this Prospectus is being delivered are set forth in the applicable
Prospectus Supplement. The Debt Securities and Warrants are herein sometimes
referred to as the "Securities."
This Prospectus may not be used to consummate sales of Securities unless
accompanied by the Prospectus Supplement applicable to the Securities being
sold.
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.
The date of this Prospectus is , 1997.
<PAGE>
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:
(a) 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 held on October
17, 1996, and
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1996, December 31, 1996 and March 31, 1997.
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 Securities 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 that 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 this 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 document). 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).
AVAILABLE 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, Room 1024, at 450 Fifth Street N.W., Washington, D.C. 20549, and
at the following regional offices of the Commission: 7 World Trade Center, Room
1024, New York, New York 10048, and Citicorp Center, Suite 1400, 500 West
Madison Street, Chicago, Illinois 60661; and copies of such materials can be
obtained from the public reference facilities of the Commission at 450 Fifth
Street N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy statements and other
information filed by the Company at: http://www.sec.gov.
The Company's Common Stock is listed on the New York Stock Exchange and the
Chicago 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
Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60603.
Additional information regarding the Company and the Securities offered
hereby is contained in the Registration Statement, and exhibits thereto, in
respect of the Securities offered hereby, filed with the Commission under the
Securities Act of 1933 (the "Securities Act"). For further information regarding
the Company and the Securities offered hereby, reference is made to the
Registration Statement, and exhibits thereto, which may be inspected without
charge at the office 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.
------------------------
Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement are stated in United States dollars ("$", "dollars" or
"U.S. dollars").
2
<PAGE>
THE COMPANY
Archer-Daniels-Midland Company is a major processor of agricultural products
for the food and feed industries. It is one of the world's largest oilseed and
vegetable oil processors, corn refiners, fuel alcohol producers and wheat
millers.
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.
USE OF PROCEEDS
Except as otherwise specified in the applicable Prospectus Supplement, net
proceeds from the sale of the Securities will be added to the general funds of
the Company. Initially, all or a portion of the proceeds may be invested in
short-term or long-term marketable securities or used to repay short-term
borrowings. The proceeds will be used, as required, for general corporate
purposes, including working capital, capital expenditures and possible
acquisitions of, or investments in, businesses and assets, and the repayment of
indebtedness originally incurred for general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
Set forth below is the consolidated ratio of earnings to fixed charges for
each of the years in the five-year period ended June 30, 1996 and the nine-month
periods ended March 31, 1996 and March 31, 1997.
<TABLE>
<CAPTION>
NINE
MONTHS
ENDED
YEAR ENDED JUNE 30 MARCH 31
---------------------------------------------------------- ----------
1992 1993 1994 1995 1996 1996
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges................. 5.42x 4.48x 4.04x 5.81x 4.92x 5.17x
<CAPTION>
1997
----------
<S> <C>
Ratio of earnings to fixed charges................. 3.02x
</TABLE>
For purposes of calculating the ratio of earnings to fixed charges, earnings
consist of income before income taxes and fixed charges (excluding capitalized
interest). Fixed charges consist of interest on all indebtedness, amortization
of debt discount and expense, and one third of rental expense (which is deemed
representative of the interest factor).
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which a
Prospectus Supplement may relate. The particular terms and provisions of the
Debt Securities offered by a Prospectus Supplement (the "Offered Debt
Securities") and the extent, if any, to which such general terms and provisions
may not apply to the Debt Securities so offered will be described in the
Prospectus Supplement relating to such Offered Debt Securities.
The Debt Securities are to be issued under an Indenture dated as of June 1,
1986 as amended and supplemented by a Supplemental Indenture dated as of August
1, 1989 and as amended by the Trust Indenture Reform Act of 1990 (the
"Indenture"), between the Company and The Chase Manhattan Bank, formerly known
as Chemical Bank, as Trustee (the "Trustee"), a copy of which is filed as an
exhibit to the Registration Statement. The following summaries of certain
provisions of the Debt Securities and the Indenture do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Indenture, including the definition therein of
certain capitalized terms used herein and not defined. Section numbers below
refer to sections of the Indenture.
3
<PAGE>
GENERAL
The Debt Securities will be unsecured and unsubordinated obligations of the
Company ranking PARI PASSU with all other unsecured and unsubordinated
indebtedness of the Company.
The Indenture does not limit the amount of Debt Securities that may be
issued thereunder and provides that Debt Securities may be issued thereunder
from time to time in one or more series. (SECTION 301).
Reference is made to the Prospectus Supplement relating to the particular
Offered Debt Securities offered thereby for the following terms of the Offered
Debt Securities: (i) the title of the Offered Debt Securities or the particular
series thereof; (ii) any limit on the aggregate principal amount of the Offered
Debt Securities; (iii) whether the Offered Debt Securities are to be issuable as
Registered Securities or Bearer Securities or both, whether any of the Offered
Debt Securities are to be issuable initially in temporary global form and
whether any of the Offered Debt Securities are to be issuable in permanent
global form; (iv) the price or prices (generally expressed as a percentage of
the aggregate principal amount thereof) at which the Offered Debt Securities
will be issued; (v) the date or dates on which the Offered Debt Securities will
mature; (vi) the rate or rates per annum, or the formula by which such rate or
rates shall be determined, at which the Offered Debt Securities will bear
interest, if any, and the dates from which any such interest will accrue; (vii)
the Interest Payment Dates on which any such interest on the Offered Debt
Securities will be payable, the Regular Record Date for any interest payable on
any Offered Debt Securities that are Registered Securities on any Interest
Payment Date, and the extent to which, or the manner in which, any interest
payable on a Global Security on an Interest Payment Date will be paid if other
than in the manner described below under "Global Securities"; (viii) any
mandatory or optional sinking fund or analogous provisions; (ix) each office or
agency where, subject to the terms of the Indenture as described below under
"Payments and Paying Agents," the principal of and any premium and interest on
the Offered Debt Securities will be payable and each office or agency where,
subject to the terms of the Indenture as described below under "Denominations,
Registration and Transfer," the Offered Debt Securities may be presented for
registration of transfer or exchange; (x) the date, if any, after which and the
price or prices at which the Offered Debt Securities may, pursuant to any
optional or mandatory redemption provisions, be redeemed, in whole or in part,
and the other detailed terms and provisions of any such optional or mandatory
redemption provisions; (xi) the denominations in which any Offered Debt
Securities which are Registered Securities will be issuable, if other than
denominations of $1,000 and any integral multiple thereof, and the denomination
in which any Offered Debt Securities which are Bearer Securities will be
issuable, if other than denominations of $5,000; (xii) the currency or
currencies of payment of principal of and any premium and interest on the
Offered Debt Securities; (xiii) any index used to determine the amount of
payments of principal of and any premium and interest on the Offered Debt
Securities; (xiv) any additional covenants applicable to the Offered Debt
Securities; and (xv) any other terms and provisions of the Offered Debt
Securities not inconsistent with the terms and provisions of the Indenture. Any
such Prospectus Supplement will also describe any special provisions for the
payment of additional amounts with respect to the Offered Debt Securities.
(SECTION 301).
If the purchase price of any of the Debt Securities is denominated in a
foreign or composite currency or currencies or if the principal of and any
premium and interest on any series of Debt Securities is payable in a foreign or
composite currency or currencies, the restrictions, elections, general tax
considerations, specific terms and other information with respect to such issue
of Debt Securities and such foreign or composite currency or currencies will be
set forth in the applicable Prospectus Supplement.
Some of the Debt Securities may be issued as original issue discount
securities (bearing no interest or interest at a rate which at the time of
issuance is below market rates) to be sold at a substantial discount below their
stated principal amount. Federal income tax considerations and other special
considerations applicable to any original issue discount securities will be set
forth in the applicable Prospectus Supplement.
4
<PAGE>
DENOMINATIONS, REGISTRATION AND TRANSFER
The Debt Securities will be issuable as Registered Securities, Bearer
Securities or both. Debt Securities may be issuable in the form of one or more
Global Securities, as described below under "Global Securities." Unless
otherwise provided in the applicable Prospectus Supplement, Registered
Securities denominated in U.S. dollars will be issued only in denominations of
$1,000 or any integral multiple thereof and Bearer Securities denominated in
U.S. dollars will be issued only in denominations of $5,000 with coupons
attached. A Global Security will be issued in a denomination equal to the
aggregate principal amount of outstanding Debt Securities represented by such
Global Security. The Prospectus Supplement relating to Debt Securities
denominated in a foreign or composite currency will specify the denominations
thereof. (SECTIONS 201, 203, 301 AND 302).
During the "restricted period" as defined in Treasury Regulation Section
1.163-5(c) (2) (i) (D) (7), no Bearer Security shall be mailed or otherwise
delivered to any location in the United States (as defined below under
"Limitations on Issuance of Bearer Securities") and a Bearer Security may be
delivered during such restricted period only if the person entitled to receive
such Bearer Security furnishes written certification, in the form required by
the Indenture, to the effect that such Bearer Security is owned by (i) a person
that is not a United States person (as defined below under "Limitations on
Issuance of Bearer Securities") or (ii) a Qualifying Foreign Branch of a U.S.
Financial Institution (as defined below under "Limitations on Issuance of Bearer
Securities") or (iii) a United States person who acquired the obligation through
the Qualifying Foreign Branch of a U.S. Financial Institution and holds the
obligation through such Qualifying Foreign Branch of a U.S. Financial
Institution on the date of certification or (iv) a financial institution for
purposes of resale during the restricted period but not for resale directly or
indirectly to a United States person or to a person within the United States or
its possessions. See "Global Securities" and "Limitations on Issuance of Bearer
Securities" below.
Registered Securities of any series will be exchangeable for other
Registered Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations. In addition, if Debt
Securities of any series are issuable as both Registered Securities and as
Bearer Securities, at the option of the holder upon request confirmed in
writing, and subject to the terms of the Indenture, Bearer Securities (with all
unmatured coupons, except as provided below, and all matured coupons in default
attached) of such series will be exchangeable for Registered Securities of the
same series of any authorized denominations and of a like aggregate principal
amount and tenor. Unless otherwise indicated in an applicable Prospectus
Supplement, any Bearer Security surrendered in exchange for a Registered
Security between a Regular Record Date or a Special Record Date and the relevant
date for payment of interest shall be surrendered without the coupon relating to
such date for payment of interest attached and interest will not be payable in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the holder of such coupon when due in accordance
with the terms of the Indenture. Except as provided in an applicable Prospectus
Supplement, Bearer Securities will not be issued in exchange for Registered
Securities. (SECTION 305).
Debt Securities may be presented for exchange as provided above, and
Registered Securities (other than a Global Security) may be presented for
registration of transfer (with the form of transfer duly executed), at the
office of the Security Registrar designated by the Company or at the office of
any transfer agent designated by the Company for such purpose with respect to
any series of Debt Securities and referred to in an applicable Prospectus
Supplement, without service charge and upon payment of any taxes and other
governmental charges as described in the Indenture. Such transfer or exchange
will be effected upon the Security Registrar or such transfer agent, as the case
may be, being satisfied with the documents of title and identity of the person
making the request. The Company has initially appointed the Trustee as the
Security Registrar under the Indenture. (SECTION 305). If a Prospectus
Supplement refers to any transfer agent (in addition to the Security Registrar)
initially designated by the Company with respect to any series of Debt
Securities, the Company may at any time rescind the designation of any such
transfer agent or approve a change in the location through which any such
transfer agent acts, except that, if Debt Securities of a series are issuable
only as Registered Securities, the Company will be required to maintain a
transfer agent in each Place of Payment for such series and, if
5
<PAGE>
Debt Securities of a series are issuable as Bearer Securities, the Company will
be required to maintain (in addition to the Security Registrar) a transfer agent
in a Place of Payment for such series located outside the United States. The
Company may at any time designate additional transfer agents with respect to any
series of Debt Securities. (SECTION 1002).
In the event of any redemption in part, the Company shall not be required to
(i) issue, register the transfer of or exchange Debt Securities of any series
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of Debt Securities of that series selected
to be redeemed and ending at the close of business on (a) if Debt Securities of
the series are issuable only as Registered Securities, the day of mailing of the
relevant notice of redemption, and (b) if Debt Securities of the series are
issuable as Bearer Securities, the day of the first publication of the relevant
notice of redemption or, if Debt Securities of that series are also issuable as
Registered Securities and there is no publication, the mailing of the relevant
notice of redemption; (ii) register the transfer of or exchange any Registered
Security, or portion thereof, called for redemption, except the unredeemed
portion of any Registered Security being redeemed in part; or (iii) exchange any
Bearer Security called for redemption, except to exchange such Bearer Security
for a Registered Security of that series and like tenor which is immediately
surrendered for redemption. (SECTION 305).
PAYMENTS AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and any premium and interest on Registered Securities (other
than a Global Security) will be made at the office of such Paying Agent or
Paying Agents as the Company may designate from time to time, except that, at
the option of the Company, payment of any interest may be made (i) by check
mailed to the address of the payee entitled thereto as such address shall appear
in the Security Register or (ii) by wire transfer to an account maintained by
such payee as specified in the Security Register. (SECTIONS 305, 307 AND 1002).
Unless otherwise indicated in an applicable Prospectus Supplement, payment of
any installment of interest on Registered Securities will be made to the person
in whose name such Registered Security is registered at the close of business on
the Regular Record Date for such interest payment. (SECTION 307).
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and any premium and interest on Bearer Securities will be
payable (subject to applicable laws and regulations) at the offices of such
Paying Agent or Paying Agents outside the United States as the Company may
designate from time to time, except that, at the option of the Company, payment
of any interest may be made by check or by wire transfer to an account
maintained by the payee outside the United States. (SECTIONS 307 AND 1002).
Unless otherwise indicated in an applicable Prospectus Supplement, payment of
interest on Bearer Securities on any Interest Payment Date will be made only
against surrender of the coupon relating to such Interest Payment Date. (SECTION
1001). No payment with respect to any Bearer Security will be made at any office
or agency of the Company in the United States or by check mailed to any address
in the United States or by transfer to an account maintained in the United
States. Payments will not be made in respect of Bearer Securities or coupons
appertaining thereto pursuant to presentation to the Company or its Paying
Agents within the United States or any other demand for payment to the Company
or its Paying Agents within the United States. Notwithstanding the foregoing,
payment of principal of and any premium and interest on Bearer Securities
denominated and payable in U.S. dollars will be made at the office of the
Company's Paying Agent in the United States if, and only if, payment of the full
amount thereof in U.S. dollars at all offices or agencies outside the United
States is illegal or effectively precluded by exchange controls or other similar
restrictions and the Company has delivered to the Trustee an opinion of counsel
to that effect. (SECTION 1002).
Unless otherwise indicated in an applicable Prospectus Supplement, the
principal office of the Trustee in The City of New York will be designated as
the Company's sole Paying Agent for payments with respect to Debt Securities
which are issuable solely as Registered Securities. Any Paying Agent outside the
United States and any other Paying Agent in the United States initially
designated by the Company for the Debt Securities will be named in the
applicable Prospectus Supplement. The Company may at any time designate
additional Paying Agents or rescind the designation of any Paying Agent or
6
<PAGE>
approve a change in the office through which any Paying Agent acts, except that,
if Debt Securities of a series are issuable only as Registered Securities, the
Company will be required to maintain a Paying Agent in each Place of Payment for
such series and, if Debt Securities of a series are issuable as Bearer
Securities, the Company will be required to maintain (i) a Paying Agent in each
Place of Payment for such series in the United States for payments with respect
to any Registered Securities of such series (and for payments with respect to
Bearer Securities of such series in the circumstances described above, but not
otherwise), (ii) a Paying Agent in each Place of Payment located outside the
United States where Debt Securities of such series and any coupons appertaining
thereto may be presented and surrendered for payment; provided that if the Debt
Securities of such series are listed on The International Stock Exchange, London
or the Luxembourg Stock Exchange or any other stock exchange located outside the
United States and such stock exchange shall so require, the Company will
maintain a Paying Agent in London or Luxembourg City or any other required city
located outside the United States, as the case may be, for Debt Securities of
such series, and (iii) a Paying Agent in each Place of Payment located outside
the United States where (subject to applicable laws and regulations) Registered
Securities of such series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company may be served.
(SECTION 1002).
All moneys paid by the Company to a Paying Agent for the payment of
principal of and any premium and interest on any Debt Security that remains
unclaimed at the end of two years after such principal, premium or interest
shall have become due and payable will be repaid to the Company and thereafter
the holder of such Debt Security or any coupon appertaining thereto will look
only to the Company for payment thereof. (SECTION 1003).
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a Depositary identified in the applicable Prospectus Supplement. Global
Securities may be issued in either registered or bearer form and in either
temporary or permanent form. (SECTION 305). Unless and until it is exchanged for
Debt Securities in definitive form, a temporary Global Security in registered
form may not be transferred except as a whole by the Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor of such Depositary or a nominee of such
successor.
The specific terms of the depositary arrangement with respect to a series of
Debt Securities or any part thereof will be described in the applicable
Prospectus Supplement.
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States federal tax laws and regulations, Bearer
Securities may not be offered, sold, resold or delivered during the "restricted
period" as defined in Treasury Regulation Section 1.163-5 (c) (2) (i) (D) (7) in
the United States or its possessions or to United States persons (each as
defined below) other than to a Qualifying Foreign Branch of a United States
Financial Institution (as defined below), and any underwriters, agents and
dealers participating in the offering of Debt Securities must agree that they
will not offer any Bearer Securities for sale or resale in the United States,
its possessions or to United States persons (other than a Qualifying Foreign
Branch of a United States Financial Institution) nor deliver Bearer Securities
within the United States. The term "Qualifying Foreign Branch of a United States
Financial Institution" means a branch located outside the United States of a
United States securities clearing organization, bank or other financial
institution that holds customers' securities in the ordinary course of its trade
or business and that provides a certificate within a reasonable time (or a
blanket certificate in the year the Debt Security is issued or either of the
preceding two calendar years) stating that it agrees to comply with the
requirements of Section 165 (j) (3) (A), (B) or (C) of the Internal Revenue Code
of 1986, as amended (the "Code") and the regulations thereunder.
Bearer Securities and any coupons appertaining thereto will bear a legend
substantially to the following effect: "Any United States person who holds this
obligation will be subject to limitations under the United States income tax
laws, including the limitations provided in Section 165(j) and 1287(a) of the
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Internal Revenue Code". Under Sections 165(j) and 1287(a) of the Code, holders
that are United States persons, with certain exceptions, will not be entitled to
deduct any loss on Bearer Securities and must treat as ordinary income any gain
realized on the sale or other disposition (including the receipt of principal)
of Bearer Securities.
The term "United States person" means a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States or of any political subdivision thereof, and
an estate or trust the income of which is subject to United States federal
income taxation regardless of its source, and the term "United States" means the
United States of America (including the states and the District of Columbia);
the term "possessions" includes Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island, and the Northern Mariana Islands.
TAX REDEMPTION; SPECIAL TAX REDEMPTION
To the extent specified in an applicable Prospectus Supplement, Debt
Securities of a series will be subject to redemption at any time, as a whole but
not in part, at a redemption price equal to the principal amount thereof
together with accrued and unpaid interest to the date fixed for redemption, upon
publication of a notice as described below, if (i) the Company determines that
(a) as a result of any change in or amendment to the laws (or any regulations or
rulings promulgated thereunder) of the United States or of any political
subdivision or taxing authority thereof or therein affecting taxation, or any
change in official position regarding application or interpretation of such
laws, regulations or rulings (including a holding by a court of competent
jurisdiction), which change or amendment is announced or becomes effective on or
after a date specified in the applicable Prospectus Supplement, the Company has
or will become obligated to pay additional amounts with respect to any Debt
Security of such series as described below under "Payment of Additional Amounts"
or (b) on or after a date specified in the applicable Prospectus Supplement, any
action has been taken by any taxing authority of, or any decision has been
rendered in a court of competent jurisdiction in, the United States or any
political subdivision or taxing authority thereof or therein, including any of
those actions specified in (a) above, whether or not such action was taken or
decision was rendered with respect to the Company, or any change, amendment,
application or interpretation shall be officially proposed, which, in any such
case, in the written opinion to the Company of independent legal counsel of
recognized standing, will result in a material probability that the Company will
become obligated to pay additional amounts with respect to any Debt Security of
such series as described below under "Payment of Additional Amounts," and (ii)
in any such case the Company in its business judgment determines that such
obligation cannot be avoided by the use of reasonable measures available to the
Company.
If the Company shall determine that any payment made outside the United
States by the Company or any Paying Agent of principal or interest due in
respect of any Bearer Security (an "Affected Security") or any coupon
appertaining thereto would, under any present or future laws or regulations of
the United States, be subject to any certification, information or other
reporting requirement of any kind, the effect of which requirement is the
disclosure to the Company, any Paying Agent or any governmental authority of the
nationality, residence or identity (as distinguished from, for example, status
as a United States Alien) of a beneficial owner of such Affected Security or
coupon who is a United States Alien (other than such a requirement which (i)
would not be applicable to a payment made (a) directly to the beneficial owner
or (b) to a custodian, nominee or other agent of the beneficial owner, (ii) can
be satisfied by such custodian, nominee or other agent certifying to the effect
that such beneficial owner is a United States Alien, provided that in each case
referred to in items (i) (b) and (ii), payment by such custodian, nominee or
other agent to such beneficial owner is not otherwise subject to any such
requirement (other than a requirement which is imposed on a custodian, nominee
or other agent described in (iv) of this sentence), (iii) would not be
applicable to a payment made by at least one other Paying Agent of the Company
or (iv) is applicable to a payment to a custodian, nominee or other agent of the
beneficial owner who is a United States person, a controlled foreign corporation
for United States tax purposes, a foreign person 50% or more of whose gross
income for the three-year period ending with the close of its taxable year
preceding the year of payment is effectively connected with a United States
trade or business, or is otherwise related to the United States), the Company at
its election shall either (x) redeem the Affected
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Securities, as a whole, but not in part, at a redemption price equal to the
principal amount thereof, together with interest accrued to the date fixed for
redemption, or (y) if the conditions of the next succeeding paragraph are
satisfied, pay the additional amounts specified in such paragraph. The Company
shall make such determination and election as soon as practicable and give
prompt notice thereof (the "Determination Notice") in the manner described under
"Notices" below, stating the effective date of such certification, information
or reporting requirements, whether the Company has elected to redeem the
Affected Securities, or to pay the additional amounts specified in the next
succeeding paragraph, and (if applicable) the last date by which the redemption
of the Affected Securities must take place, as provided in the next succeeding
sentence. If the Company elects to redeem the Affected Securities, such
redemption shall take place on such date, not later than one year after the
publication of the Determination Notice, as the Company shall elect by notice to
the Trustee given not less than 45 nor more than 75 days prior to the date fixed
for redemption. Notice of such redemption of the Affected Securities will be
given to the holders thereof not less than 30 nor more than 60 days prior to the
date fixed for redemption. Notwithstanding the foregoing, the Company shall not
so redeem the Affected Securities if the Company shall subsequently determine,
not less than 30 days prior to the date fixed for redemption, that subsequent
payments would not be subject to any such requirement in which case the Company
shall give prompt notice of such determination in the manner described under
"Notices" below and any earlier redemption notice shall be revoked and of no
further effect. The right of the holders of Affected Securities called for
redemption to exchange such Affected Securities for Registered Securities (which
Registered Securities will remain outstanding following such redemption) will
terminate on the 16th day prior to the date fixed for redemption, and no further
exchanges of Affected Securities for Registered Securities shall be permitted
unless the Company shall have made the subsequent determination and given the
notice referred to in the preceding sentence.
If and so long as the certification, information or other reporting
requirements referred to in the preceding paragraph would be fully satisfied by
payment of a withholding tax, backup withholding tax or similar charge, the
Company may elect to pay such additional amounts as may be necessary so that
every net payment made outside the United States following the effective date of
such requirements by the Company or any Paying Agent of principal, premium, if
any, or interest, if any, due in respect of any Affected Security or any coupon
to a holder who certifies that the beneficial owner is a United States Alien
(but without any requirement that the nationality, residence or identity of such
beneficial owner be disclosed to the Company, any Paying Agent or any
governmental authority), after deduction or withholding for or on account of
such withholding tax, backup withholding tax or similar charge (other than a
withholding tax, backup withholding tax or similar charge which (i) is the
result of a certification, information or other reporting requirement described
in the second parenthetical clause of the first sentence of the preceding
paragraph or (ii) is imposed as a result of presentation of such Affected
Security or coupon for payment more than 10 days after the date on which such
payment becomes due and payable or on which payment thereof is duly provided
for, whichever occurs later), will not be less than the amount provided for in
such Affected Security or coupon to be then due and payable. In the event the
Company elects to pay such additional amounts, the Company will have the right,
at its sole option, at any time, to redeem the Affected Securities, as a whole,
but not in part, at a redemption price equal to the principal amount thereof,
together with accrued and unpaid interest to the date fixed for redemption. If
the Company has made the determination described in the preceding paragraph with
respect to certification, information or other reporting requirements applicable
only to interest and subsequently makes a determination in the manner and of the
nature referred to in the preceding paragraph with respect to such requirements
applicable to principal, the Company will redeem the Affected Securities in the
manner and on the terms described in the preceding paragraph unless the Company
elects to have the provisions of this paragraph apply rather than the provisions
of the preceding paragraph. If in such circumstances the Affected Securities are
to be redeemed, the Company shall have no obligation to pay additional amounts
pursuant to this paragraph with respect to principal of, premium, if any, or
interest, if any, on such Affected Securities accrued and unpaid after the date
of the notice of such determination indicating such redemption, but will be
obligated to pay such additional amounts with respect to interest accrued and
unpaid to the date of such determination. If the
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Company elects to pay additional amounts pursuant to this paragraph and the
condition specified in the first sentence of this paragraph should no longer be
satisfied, then the Company shall promptly redeem such Affected Securities in
whole but not in part. (SECTION 1004).
In the event that the Company elects or is required to redeem Affected
Securities of a series pursuant to the provisions set forth in the preceding
three paragraphs, the Company shall deliver to the Trustee a certificate, signed
by an authorized officer, stating that the Company is entitled to redeem the
Affected Securities of such series pursuant to their terms. (SECTION 1102).
Notice of intention to redeem Affected Securities and all other notices in
accordance with the provisions of the preceding paragraphs will be given in
accordance with "Notices" below. In the case of a redemption, notice will be
given once not more than 60 nor less than 30 days prior to the date fixed for
redemption and will specify the date fixed for redemption. (SECTION 1104).
PAYMENT OF ADDITIONAL AMOUNTS
If and to the extent specified in an applicable Prospectus Supplement, the
Company will, subject to the exceptions and limitations set forth below, pay to
the holder of any Debt Security or coupon who is a United States Alien such
additional amounts as may be necessary in order that every net payment on such
Debt Security or coupon, after withholding by the Company or any of its Paying
Agents for or on account of any present or future tax, assessment or other
governmental charge imposed upon or as a result of such payment by the United
States (or any political subdivision or taxing authority thereof or therein)
will not be less than the amount provided for in such Debt Security or in such
coupon to be then due and payable. However, the Company will not be required to
make any payment of additional amounts for or on account of:
(i) any tax, assessment or other governmental charge that would not
have been so imposed but for (a) the existence of any present or former
connection between such holder (or between a fiduciary, settlor or
beneficiary of, or a person holding a power over, such holder, if such
holder is an estate or trust, or a member or shareholder of such holder, if
such holder is a partnership or corporation) and the United States,
including, without limitation, such holder (or such fiduciary, settlor,
beneficiary, person holding a power, member or shareholder) being or having
been a citizen, resident or treated as a resident thereof or being or having
been engaged in a trade or business or present therein or having or having
had a permanent establishment therein, or (b) such holder's present or
former status as a personal holding company, foreign personal holding
company, controlled foreign corporation or passive foreign investment
company with respect to the United States or as a corporation that
accumulates earnings to avoid United States federal income tax;
(ii) any tax, assessment or other governmental charge which would not
have been so imposed but for the presentation by the holder of such Debt
Security or coupon for payment on a date more than 10 days after the date on
which such payment became due and payable or the date on which payment
thereof is duly provided for, whichever occurs later;
(iii) any estate, inheritance, gift, sales, transfer, personal property
tax or any similar tax, assessment or other governmental charge;
(iv) any tax, assessment or other governmental charge that is payable
otherwise than by withholding from a payment on a Debt Security or coupon;
(v) any tax, assessment or other governmental charge imposed on a holder
of a Debt Security or coupon that actually or constructively owns 10% or
more of the total combined voting power of all classes of stock of the
Company entitled to vote within the meaning of Section 871(h)(3) of the Code
or that is a controlled foreign corporation related to the Company through
stock ownership;
(vi) any tax, assessment or other governmental charge imposed as a
result of the failure to comply with applicable certification, information,
documentation or other reporting requirements concerning the nationality,
residence, identity or connection with the United States of the holder or
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beneficial owner of a Debt Security or coupon, if such compliance is
required by statute, or by regulation of the United States, as a
precondition to relief or exemption from such tax, assessment or other
governmental charge;
(vii) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment on a Debt Security or coupon
if such payment can be made without such withholding by at least one other
Paying Agent;
(viii) any tax, assessment or other governmental charge imposed with
respect to payments on any Registered Security by reason of the failure of
the holder to fulfill the statement requirement of Sections 871(h) or 881(c)
of the Code; or
(ix) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii)
and (viii);
nor will additional amounts be paid with respect to any payment on a Debt
Security or coupon to a holder who is a fiduciary or partnership or other than
the sole beneficial owner of such payment to the extent such payment would be
required by the laws of the United States (or any political subdivision or
taxing authority thereof or therein) to be included in the income for federal
income tax purposes of a beneficiary or settlor with respect to such fiduciary
or a member of such partnership or a beneficial owner who would not have been
entitled to payment of the additional amounts had such beneficiary, settlor,
member or beneficial owner been the holder of such Debt Security or coupon.
(SECTION 1004).
SUBSIDIARIES
The term "Subsidiary" is defined as a corporation more than 50 percent of
the outstanding voting stock of which is owned, directly or indirectly, by the
Company and/or one or more Subsidiaries. The term "Restricted Subsidiary" is
defined as a Subsidiary other than a Subsidiary (i) which neither transacts any
substantial portion of its business nor regularly maintains any substantial
portion of its fixed assets within the United States, or (ii) which is engaged
primarily in financing the operations of the Company or its Subsidiaries, or
both, outside the United States. (SECTION 101).
RESTRICTIONS ON SECURED DEBT
If the Company or any Restricted Subsidiary shall incur, assume or guarantee
any Debt secured by a Mortgage on any Principal Domestic Manufacturing Property
(each as defined below) or on any shares of stock or Debt of any Restricted
Subsidiary, the Company will secure, or cause such Restricted Subsidiary to
secure, the Debt Securities equally and ratably with (or prior to) such Debt,
unless after giving effect thereto the aggregate amount of all such Debt so
secured together with all Attributable Debt (as defined below) in respect of
sale and leaseback transactions involving Principal Domestic Manufacturing
Properties would not exceed 5 percent of Consolidated Net Tangible Assets (as
defined below). This restriction will not apply to, and there shall be excluded
in computing secured Debt for the purpose of such restriction, Debt secured by
(i) Mortgages on property of, or on any shares of stock or Debt of, any
corporation existing at the time such corporation becomes a Restricted
Subsidiary, (ii) Mortgages in favor of the Company or a Restricted Subsidiary,
(iii) Mortgages in favor of United States governmental bodies to secure progress
or advance payments, (iv) Mortgages on property, shares of stock or Debt
existing at or incurred within 120 days of the time of acquisition thereof
(including acquisition through merger or consolidation), purchase money
Mortgages and construction Mortgages, and (v) certain extensions, renewals or
replacements of Debt secured by any Mortgage referred to in the forgoing clauses
(i) through (iv), inclusive. (SECTION 1009).
"Principal Domestic Manufacturing Property" is defined as any building,
structure or other facility (which for purposes of this definition shall not
include barges, railroad cars or other transportation equipment, vehicle or
vessels), together with the land on which it is erected and fixtures comprising
a part thereof, used primarily for manufacturing, processing or warehousing,
located in the United States, owned or leased by the Company or a Subsidiary and
having a gross book value (without deduction of any depreciation reserves) which
on the date as of which the determination is being made is in excess of 1
percent of Consolidated Net Tangible Assets, other than any such building,
structure or other facility or portion thereof or any such land or fixture (i)
which is financed by certain governmental obligations the
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interest on which is excludable from gross income of the holder thereof pursuant
to the provisions of Section 103(a)(1) of the Code or (ii) which, in the opinion
of the Board of Directors of the Company, is not of material importance to the
total business conducted by the Company and its Subsidiaries as an entirety.
"Consolidated Net Tangible Assets" is defined as the aggregate amount of assets
(less applicable reserves and other properly deductible items) after deducting
therefrom (a) all current liabilities (excluding any thereof constituting Funded
Debt (defined below) by reason of being renewable or extendible) and (b) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles to the extent not deducted as reserves and
deductible items as set forth above, all as set forth on the most recent
consolidated balance sheet of the Company and its consolidated Subsidiaries and
computed in accordance with generally accepted accounting principles. "Mortgage"
is defined as any mortgage, pledge, lien, security interest, conditional sale or
other title retention agreement or similar encumbrance. "Attributable Debt" is
defined as the net amount of rent (discounted to the date of determination at a
rate per annum of 15 percent, compounded semi-annually) required to be paid
during the remaining term of any lease. (SECTION 101).
The Indenture does not restrict the incurring of unsecured Debt by the
Company or its Subsidiaries.
RESTRICTIONS ON SALE AND LEASEBACK TRANSACTIONS
Neither the Company nor any Restricted Subsidiary may enter into any sale
and leaseback transaction involving any Principal Domestic Manufacturing
Property which has been or is to be sold or transferred more than 120 days after
the acquisition thereof or the completion of construction and commencement of
full operation thereof, unless (i) the Company or such Restricted Subsidiary
could create Debt secured by a Mortgage on such property pursuant to Section
1009 of the Indenture (see "Restrictions on Secured Debt" above) in an amount
equal to the Attributable Debt with respect to the sale and leaseback
transaction without equally and ratably securing the Debt Securities or (ii) the
Company, within 120 days after the sale or transfer, applies to the retirement
of its Funded Debt an amount equal to the greater of (a) the net proceeds of the
sale of the Principal Domestic Manufacturing Property leased pursuant to such
arrangement or (b) the fair market value of the Principal Domestic Manufacturing
Property so leased (subject to credits for certain voluntary retirements of
Funded Debt and cancellation or retirement of the Debt Securities). (SECTION
1010). "Funded Debt" is defined as indebtedness for money borrowed having a
maturity at or being renewable or extendable by the borrower to a date more than
12 months from the date of determination in the amount set forth on the most
recent consolidated balance sheet of the Company and its consolidated
Subsidiaries and computed in accordance with generally accepted accounting
principles. Funded Debt does not include any amount in respect of obligations
under leases (or guarantees thereof), whether or not such obligations would be
included as liabilities on a consolidated balance sheet, and does not include
any principal amount of indebtedness required to be redeemed within 12 months
from the date of determination pursuant to any sinking fund provisions or
otherwise. (SECTION 101). This restriction does not apply to any sale and
leaseback transaction (i) between the Company and a Restricted Subsidiary or
between Restricted Subsidiaries, or (ii) involving the taking back of a lease
for a period of three years or less. (SECTION 1010).
RESTRICTIONS ON MERGERS AND SALES OF ASSETS
The Company may not consolidate with or merge into any other corporation, or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and the Company shall not permit any Person to consolidate with
or merge into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company unless (i) the corporation formed by
such consolidation or into which the Company is merged or the Person to which
the properties and assets of the Company are transferred substantially as an
entirety shall be a corporation organized and existing under the laws of the
United States, any State thereof or the District of Columbia and shall expressly
assume the payment of the principal of, premium, if any, and interest, if any,
on the Debt Securities and the performance of the other covenants of the Company
under the Indenture, (ii) after
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giving effect to such transaction, no Event of Default (as defined below), or
event which after notice or lapse of time or both would become an Event of
Default, shall have occurred and be continuing, (iii) if, as a result of such
transaction, properties or assets of the Company or any Restricted Subsidiary
would become subject to a Mortgage not permitted by Section 1009 of the
Indenture without equally and ratably securing the Debt Securities as provided
therein (see "Restrictions on Secured Debt" above), steps shall have been taken
to secure the Debt Securities equally and ratably with (or prior to) all
indebtedness secured thereby pursuant to Section 1009 of the Indenture; and (iv)
the Company has delivered to the Trustee an Officers' Certificate and an Opinion
of Counsel, each stating that such transaction and, if a supplemental indenture
is required in connection with such transaction, such supplemental indenture
comply with Indenture and that all conditions precedent to such transaction
contained in the Indenture have been complied with. (SECTION 801).
Notwithstanding the provisions summarized in this paragraph, the Company may,
without complying with such provisions, transfer all of its property and assets
to another corporation if, immediately after giving effect to such transfer,
such corporation is a Wholly-Owned Restricted Subsidiary of the Company and the
Company would be permitted to become liable for an additional amount of secured
Debt. (SECTION 803).
MODIFICATION AND WAIVER
Certain modifications and amendments of the Indenture, including the rights
of Holders of a series of Outstanding Debt Securities, may be made by the
Company and the Trustee only with the consent of the Holders (as defined in the
Indenture) of 66 2/3% in aggregate principal amount of the Outstanding Debt
Securities of each series affected by the modification or amendment, provided
that no such modification or amendment may, without the consent of the Holder of
each Outstanding Debt Security affected thereby: (i) change the stated maturity
date of the principal of, or any installment of principal of or interest on, any
such Debt Security; (ii) reduce the principal amount of, premium, if any, or
interest, if any, on any such Debt Security (including in the case of an
Original Issue Discount Security the amount payable upon acceleration of the
Maturity thereof); (iii) change the Place of Payment where, or the coin or
currency in which, any principal of, premium, if any, or interest, if any, on
any such Debt Security is payable; (iv) impair the right to institute suit for
the enforcement of any payment on or with respect to any such Debt Security; (v)
reduce the above-stated percentage of Outstanding Debt Securities of any series
the consent of the Holders of which is necessary to modify or amend the
Indenture; or (vi) modify the foregoing requirements or reduce the percentage of
aggregate principal amount of Outstanding Debt Securities of any series
necessary for waiver of compliance with certain provisions of the Indenture or
for waiver of certain defaults. (SECTION 902).
The Holders of a majority in aggregate principal amount of the Outstanding
Debt Securities of any series may, on behalf of the Holders of all Debt
Securities of such series, waive, insofar as such series is concerned,
compliance by the Company with certain restrictive provisions of the Indenture.
(SECTION 1012). The Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of any series may on behalf of the Holders of all
Debt Securities of such series waive any past default under the Indenture with
respect to such series, except a default in the payment of the principal of,
premium, if any, or interest, if any, on any Debt Security of such series or in
respect of a provision under which the Indenture cannot be modified or amended
without consent of the Holder of each Outstanding Debt Security of such series
affected. (SECTION 513).
EVENTS OF DEFAULT
The Indenture defines an Event of Default with respect to any series of Debt
Securities as being any one of the following events: (i) default for 30 days in
any payment of interest on such series; (ii) default in any payment of principal
of, and premium, if any, on such series when due; (iii) default in the payment
of any sinking fund installment with respect to such series when due; (iv)
default for 60 days after appropriate notice by the Holders of at least 10% in
aggregate principal amount of the Outstanding Debt Securities in performance of
any other covenant or warranty in the Indenture (other than a covenant or
warranty included in the Indenture solely for the benefit of series of Debt
Securities other than such series); (v) default under any evidence of
indebtedness for money borrowed (including a default with respect to Debt
Securities other than such series) or under any Mortgage, indenture or
instrument under
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which any such indebtedness is issued or secured (including the Indenture),
which results in acceleration of the maturity of such indebtedness, if such
acceleration is not annulled, or in the case of indebtedness not exceeding U.S.
$1,000,000 such indebtedness is not paid, in each case within 10 days after
written notice as provided in the Indenture; (vi) certain events in bankruptcy,
insolvency or reorganization; or (vii) any other Event of Default provided with
respect to Debt Securities of such series. In case an Event of Default shall
occur and be continuing with respect to any series of Debt Securities, the
Trustee or the Holders of not less than 25 percent in aggregate principal amount
of the Outstanding Debt Securities of such series may declare the principal of
such series (or, if the Debt Securities of such series are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms of such series) to be due and payable. Any Event of Default with respect
to a particular series of Debt Securities may be waived by the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities of
such series, except in each case a failure to pay the principal of, premium, if
any, or interest, if any, on such Debt Security. (SECTIONS 501, 502 AND 513).
Reference is made to the Prospectus Supplement relating to each series of
Offered Debt Securities which are Original Issue Discount Securities for the
particular provisions relating to acceleration of the Maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an Event of Default and the continuation thereof.
The Indenture requires the Company to file annually with the Trustee an
Officers' Certificate as to the absence of certain defaults under the terms of
the Indenture. (SECTION 1011). The Indenture provides that the Trustee may
withhold notice to the Holders of the Debt Securities of any default (except in
payment of principal of, premium, if any, or interest, if any, or any sinking
fund installment) if it considers it in the interest of the Holders of the Debt
Securities to do so. (SECTION 602).
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Indenture
provides that the Trustee shall be under no obligation to exercise any of its
rights or powers under the Indenture at the request, order or direction of the
Holders of the Debt Securities unless such Holders shall have offered to the
Trustee reasonable indemnity. (SECTIONS 601, 603). Subject to such provisions
for indemnification and certain other rights of the Trustee, the Indenture
provides that the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of any series affected shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Debt Securities of such series. (SECTIONS 512 AND
603).
No Holder of any Debt Security of any series will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless (i) such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to Debt Securities
of such series, (ii) the Holders of at least 25 percent in aggregate principal
amount of the Outstanding Debt Securities of such series shall have made written
request, and offered reasonable indemnity, to the Trustee to institute such
proceeding as trustee, and (iii) the Trustee shall not have received from the
Holders of a majority in aggregate principal amount of the Outstanding Debt
Securities of such series a direction inconsistent with such request and shall
have failed to institute such proceeding within 60 days. (SECTION 507). However,
the Holder of any Debt Security will have an absolute right to receive payment
of the principal of, premium, if any, and interest, if any, on such Debt
Security on or after the due dates expressed in such Debt Security and to
institute suit for the enforcement of any such payment. (SECTION 508).
DEFEASANCE
DEFEASANCE AND DISCHARGE. If the terms of a series of Debt Securities so
provide and the Company deposits or causes to be deposited with the Trustee as
trust funds in trust for that purpose money and/or U.S. Government Obligations
(as hereinafter defined) which through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an amount
sufficient to pay and discharge (i) the principal of, and premium, if any, and
each instalment of principal and premium, if
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any, and interest, if any, on the Outstanding Debt Securities of such series on
the Stated Maturity of such principal or instalment of principal or interest (or
on the Redemption Date of the Outstanding Debt Securities of such series if the
Company has elected to redeem such Outstanding Debt Securities in accordance
with Section 1102 of the Indenture), and (ii) any mandatory (or, if applicable,
optional) sinking fund payments applicable to the Outstanding Debt Securities of
such series on the day on which such payments are due and payable, then the
Indenture will cease to be of further effect with respect to such series (except
for certain obligations to compensate, reimburse and indemnify the Trustee, to
register the transfer or exchange of Debt Securities, to replace stolen, lost or
mutilated Debt Securities, to maintain paying agencies and to hold monies for
payment in trust and to pay any tax indemnity), and the Company will be deemed
to have satisfied and discharged the Indenture with respect to such series.
(SECTION 403). In the event of any such defeasance, holders of Debt Securities
of such series would be able to look only to such trust fund for payment of
principal of, premium, if any, and interest, if any, on their Debt Securities.
The term "U.S. Government Obligations" means securities of the government which
issued the currency in which the Debt Securities of such series are denominated
and/or in which interest is payable or of government agencies backed by the full
faith and credit of such government.
Under current federal income tax law, such defeasance will be treated as a
taxable exchange of the related Debt Securities for an interest in the trust. As
consequence, each holder of such Debt Securities will recognize gain or loss
equal to the difference between the holder's cost or other tax basis for the
Debt Securities and the value of the holder's interest in the trust, and
thereafter will be required to include in income a share of the income, gain and
loss of the trust, including gain or loss recognized in connection with any
substitution of collateral, as described below. Prospective investors are urged
to consult their own tax advisors as to the specific consequences of such a
defeasance.
DEFEASANCE OF CERTAIN COVENANTS AND CERTAIN EVENTS OF DEFAULT. If the terms
of the Debt Securities of any series so provide, the Company may omit to comply
with certain restrictive covenants in Sections 801 and 803 (Consolidation,
Merger, Conveyance, Transfer or Lease), and Sections 1004 (Additional Amounts),
1005 (Corporate Existence), 1006 (Purchase of Securities by Company or
Subsidiary), 1007 (Maintenance of Properties), 1008 (Payment of Taxes and Other
Claims), 1009 (Restriction on Secured Debt) and 1010 (Restrictions on Sale and
Leaseback Transactions), and Sections 501(4), 501(5), 501(6), 501(7) and 501(8)
of the Indenture (if Section 501(8) is specified in the Prospectus Supplement),
as described in clauses (iv) through (vii) under "Events of Default" above,
shall not be deemed to be Events of Default under the Indenture with respect to
such series, upon the deposit with the Trustee, in trust, of money and/or U.S.
Government Obligations which through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an amount
sufficient to pay and discharge (i) the principal of (and premium, if any) and
each instalment of principal, and premium, if any, and interest on the
Outstanding Debt Securities of such series on the Stated Maturity of such
principal or instalment of principal or interest (or on the Redemption Date of
the Outstanding Debt Securities of such series if the Company has elected to
redeem such Outstanding Debt Securities in accordance with Section 1102 of the
Indenture) and (ii) any mandatory (or, if applicable, optional) sinking fund
payments applicable to the Outstanding Debt Securities of such series on the day
on which such payments are due and payable. The obligations of the Company under
the Indenture and the Debt Securities other than with respect to the covenants
referred to above and the events of Default other than the Events of Default
referred to above shall remain in full force and effect. (SECTION 1013).
In the event the Company exercises its option to omit compliance with
certain covenants of the Indenture with respect to the Debt Securities of any
series as described above and the Debt Securities of such series are declared
due and payable because of the occurrence of any Event of Default other than
Events of Default described in clauses (iv) through (vii) under "Events of
Default" above, the amount of money and/or U.S. Government Obligations on
deposit with the Trustee will be sufficient to pay amounts due on the Debt
Securities of such series on their Stated Maturity or Redemption Date, but may
not be sufficient to pay amounts due on such Debt Securities at the time of the
acceleration resulting from such Event of Default. However, the Company shall
remain liable for such payments. (SECTION 1013).
15
<PAGE>
LIMITATION ON DEFEASANCE. To exercise either option referred to above under
DEFEASANCE AND DISCHARGE and DEFEASANCE OF CERTAIN COVENANTS AND CERTAIN EVENTS
OF DEFAULT, the Company is required to deliver to the Trustee an opinion of
outside counsel of nationally recognized standing (which opinion, in the case of
the option referred to under DEFEASANCE AND DISCHARGE above, is based on there
having been, since the date of the Indenture, a change in the applicable United
States Federal income tax law (including a change in official interpretation
thereof)), or a ruling from or published by the IRS, to the effect that the
exercise of such option will not cause holders of Debt Securities to recognize
income, gain or loss for Federal income tax purposes, and that such holders of
Debt Securities will be subject to Federal income tax on the same amount and in
the same manner and at the same time as would have been the case if such option
had not been exercised.
SUBSTITUTION OF COLLATERAL. If the terms of a series of Debt Securities so
provide, the Company will be permitted at any time to withdraw any money or U.S.
Government Obligations deposited pursuant to the foregoing defeasance
provisions, provided that the Company in substitution therefor simultaneously
deposits money and/or U.S. Government Obligations which would then be sufficient
to satisfy the Company's payment obligations in respect of the Debt Securities
in the manner contemplated by such defeasance provisions.
NOTICES
Except as may otherwise be set forth in an applicable Prospectus Supplement,
notices to holders of Bearer Securities will be given by publication in a daily
newspaper in the English language of general circulation in The City of New York
and in London, and so long as such Bearer Securities are listed on the
Luxembourg Stock Exchange and the Luxembourg Stock Exchange shall so require, in
a daily newspaper of general circulation in Luxembourg City or, if not
practical, elsewhere in Western Europe. Such publication is expected to be made
in THE WALL STREET JOURNAL, the FINANCIAL TIMES and the LUXEMBURGER WORT.
Notices to holders of Registered Securities will be given by mail to the
addresses of such holders as they appear in the Security Register. (SECTIONS 101
AND 106).
TITLE
Title to any temporary global Debt Security, any permanent global Debt
Security, any Bearer Securities and any coupons appertaining thereto will pass
by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security, the bearer of any coupon
and the registered owner of any Registered Security as the absolute owner
thereof (whether or not such Debt Security or coupon shall be overdue and
notwithstanding any notice to the contrary) for the purpose of making payment
and for all other purposes. (SECTION 308).
REPLACEMENT OF SECURITIES AND COUPONS
Any mutilated Security or a Security with a mutilated coupon appertaining
thereto will be replaced by the Company at the expense of the Holder upon
surrender of such Security to the Trustee. Securities or coupons that become
destroyed, stolen or lost will be replaced by the Company at the expense of the
Holder upon delivery to the Trustee of the Security and coupons or evidence of
the destruction, loss or theft thereof satisfactory to the Company and the
Trustee; in the case of any coupon which becomes destroyed, stolen or lost, such
coupon will be replaced by issuance of a new Security in exchange for the
Security to which such coupon appertains. In the case of a destroyed, lost or
stolen Security or coupon, an indemnity satisfactory to the Trustee and the
Company may be required at the expense of the Holder of such Security or coupon
before a replacement Security will be issued. (SECTION 306).
GOVERNING LAW
The Indenture and the Debt Securities are governed by and construed in
accordance with the laws of the State of New York.
16
<PAGE>
INFORMATION CONCERNING THE TRUSTEE
The Company from time to time borrows from The Chase Manhattan Bank,
formerly known as Chemical Bank, the Trustee under the Indenture, and maintains
deposit accounts and conducts other banking transactions with it in the ordinary
course of business. The Chase Manhattan Bank also serves as trustee for certain
other senior unsecured debt obligations of the Company.
DESCRIPTION OF WARRANTS
The Company may issue Warrants for the purchase of Debt Securities of the
Company issued under one or more indentures. Warrants may be issued
independently or together with any Debt Securities offered by any Prospectus
Supplement and may be attached to or separate from such Debt Securities. The
Warrants are to be issued under one or more Warrant Agreements (each a "Warrant
Agreement") to be entered into between the Company and a bank or trust company,
as Warrant Agent (the "Warrant Agent"), all as set forth in the Prospectus
Supplement relating to the particular issue of Warrants. The Warrant Agent will
act solely as an agent of the Company in connection with the Warrant
Certificates and will not assume any obligation or relationship of agency or
trust for or with any holder of Warrant Certificates or beneficial owners of
Warrants. A copy of the form of Warrant Agreement, including the form of Warrant
Certificate representing the Warrants, is filed as an exhibit to the
Registration Statement. The following summaries of certain provisions of the
form of Warrant Agreement and Warrant Certificate do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all the
provisions of the Warrant Agreement and the Warrant Certificate, including the
definition therein of certain terms.
GENERAL
If Warrants are offered, the applicable Prospectus Supplement will identify
the Warrant Agent and describe the terms of the Warrants, including the
following: (i) the offering price; (ii) the currency for which Warrants may be
purchased; (iii) the designation, aggregate principal amount, currency of
denomination and payment and terms of the Debt Securities purchasable upon
exercise of the Warrants; (iv) if applicable, the designation and terms of the
Debt Securities with which the Warrants are issued and the number of Warrants
issued with each such Debt Security; (v) if applicable, the date on and after
which the Warrants and the related Debt Securities will be separately
transferable; (vi) the principal amount of Debt Securities purchasable upon
exercise of one Warrant and the price at and the currency in which such
principal amount of Debt Securities may be purchased upon such exercise; (vii)
the date on which the right to exercise the Warrants shall commence and the date
(the "Expiration Date") on which such right shall expire; (viii) United States
federal income tax considerations; (ix) whether the Warrants will be issued in
registered or bearer form; and (x) any other terms of the Warrants.
Warrant Certificates may be exchanged for new Warrant Certificates of
different denominations, may (if in registered form) be presented for
registration of transfer, and may be exercised at the corporate trust office of
the Warrant Agent or any other office indicated in the applicable Prospectus
Supplement. Prior to the exercise of their Warrants, holders of Warrants will
not have any of the rights of holders of the Debt Securities purchasable upon
such exercise, including the right to receive payments of principal of, premium,
if any, or interest, if any, on the Debt Securities purchasable upon such
exercise or to enforce covenants in the applicable indenture.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder to purchase such principal amount of
Debt Securities at such exercise price as shall in each case be set forth in, or
calculable from, the applicable Prospectus Supplement. Warrants may be exercised
at any time up to 5:00 p.m., New York City time, on the Expiration Date set
forth in the applicable Prospectus Supplement. After the close of business on
the Expiration Date (or such later date to which such Expiration Date may be
extended by the Company), unexercised Warrants will become void.
Warrants may be exercised by delivery to the Warrant Agent of payment as
provided in the applicable Prospectus Supplement of the amount required to
purchase the Debt Securities purchasable
17
<PAGE>
upon such exercise together with certain information set forth on the reverse
side of the Warrant Certificate. Warrants will be deemed to have been exercised
upon receipt of the exercise price, subject to the receipt within five business
days of the Warrant Certificate evidencing such Warrants. Upon receipt of such
payment and the Warrant Certificate properly completed and duly executed at the
corporate trust office of the Warrant Agent or any other office indicated in the
applicable Prospectus Supplement, the Company will, as soon as practicable,
issue and deliver the Debt Securities purchasable upon such exercise. If fewer
than all of the Warrants represented by such Warrant Certificate are exercised,
a new Warrant Certificate will be issued for the remaining amount of Warrants.
PLAN OF DISTRIBUTION
GENERAL
The Company may sell Securities to or through underwriters, to be designated
from time to time, and also may sell Securities directly to other purchasers or
through agents or broker-dealers, including broker-dealers as principals. Debt
Securities may be offered alone or with Warrants (which may or may not be
detachable from Debt Securities), and Warrants may be offered alone, all as set
forth in the applicable Prospectus Supplement. If any Warrants are issued, Debt
Securities will be issuable upon exercise of such Warrants.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Securities, underwriters, dealers and agents
may receive compensation from the Company or from purchasers of Securities for
whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters, dealers and agents that participate in the
distribution of Securities may be deemed to be underwriters, and any discounts
or commissions received by them and any profit on the resale of Securities by
them may be deemed to be underwriting discounts and commissions, under the
Securities Act. Any such underwriter or agent is set forth, and any such
compensation is set forth, in the applicable Prospectus Supplement.
Under agreements that may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of Securities may be
entitled to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments that the underwriters, dealers or agents may be required to make in
respect thereof. Such underwriters, dealers or agents may engage in transactions
with or perform services for the Company in the ordinary course of business.
Each underwriter, dealer and agent participating in the distribution of any
Debt Securities that are issuable as Bearer Securities will agree that it will
not offer, sell or deliver, directly or indirectly, Bearer Securities in the
United States or to United States persons (other than a Qualifying Foreign
Branch of a United States Financial Institution) in connection with the original
issuance of such Debt Securities.
DELAYED DELIVERY ARRANGEMENTS.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize dealers or other persons acting as the Company's agents to solicit
offers by certain institutions to purchase Securities from the Company pursuant
to contracts providing for payment and delivery on a future date. Institutions
with which such contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others, but in all cases such institutions must be
approved by the Company. The obligations of any purchaser under any such
contract will not be subject to any conditions except that the purchase of the
Offered Debt Securities and/or Warrants shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject. The dealers and such other persons will not have any responsibility in
respect of the validity or performance of such contracts.
18
<PAGE>
EXPERTS
The consolidated financial statements of Archer-Daniels-Midland Company,
incorporated by reference in the Company's Annual Report (Form 10-K) for the
year ended June 30, 1996, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report incorporated by reference therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
19
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS,
OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANY PERSON IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
PAGE
----
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................... 2
AVAILABLE INFORMATION..................................................... 2
THE COMPANY............................................................... 3
USE OF PROCEEDS........................................................... 3
RATIO OF EARNINGS TO FIXED CHARGES........................................ 3
DESCRIPTION OF DEBT SECURITIES............................................ 3
DESCRIPTION OF WARRANTS................................................... 17
PLAN OF DISTRIBUTION...................................................... 18
EXPERTS................................................................... 19
ARCHER-DANIELS-MIDLAND COMPANY
DEBT SECURITIES AND WARRANTS
TO PURCHASE DEBT SECURITIES
[LOGO]
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............. $151,515
Legal services.................................................. 50,000
Accounting services............................................. 20,000
Charges of Trustee.............................................. 25,000
Charges of Warrant Agent........................................ 10,000
Listing fees.................................................... 35,000
Rating agency fees.............................................. 75,000
Printing and engraving.......................................... 50,000
Miscellaneous................................................... 33,485
--------
Total....................................................... $450,000
--------
--------
</TABLE>
All of the above items except the registration fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, a corporation may indemnify any person who was or is a
party or is threatened to be made a party to an action (other than an action by
or in the right of the corporation) by reason of his service as a director,
officer, employee or agent of the corporation, or his service, at the
corporation's request, as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees)
that are actually and reasonably incurred by him ("Expenses"), and judgments,
fines and amounts paid in settlement that are actually and reasonably incurred
by him, in connection with the defense or settlement of such action, provided
that he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. Although Delaware law permits a corporation to indemnify
any person referred to above against Expenses in connection with the defense or
settlement of an action by or in the right of the corporation, provided that he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, if such person has been judged
liable to the corporation, indemnification is only permitted to the extent that
the Court of Chancery (or the court in which the action was brought) determines
that, despite the adjudication of liability, such person is entitled to
indemnity for such Expenses as the court deems proper. The General Corporation
Law of the State of Delaware also provides for mandatory indemnification of any
director, officer, employee or agent against Expenses to the extent such person
has been successful in any proceeding covered by the statute. In addition, the
General Corporation Law of the State of Delaware permits (i) Delaware
corporations to include a provision in their certificates of incorporation
limiting or eliminating the personal liability of a director to a corporation or
its stockholders, under certain circumstances, for monetary damages or breach of
fiduciary duty as a director and (ii) the general authorization of advancement
of a director's or officer's litigation expenses, including by means of a
mandatory charter or by-law provision to that effect, in lieu of requiring the
authorization of such advancement by the board of directors in specific cases.
In addition, the General Corporation Law of the State of Delaware provides that
indemnification and advancement of expenses provided by the statute shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement or otherwise.
Article Fourteenth of the Certificate of Incorporation of the registrant and
Article X of the Bylaws of the registrant each provide for the broad
indemnification of the directors and officers of the registrant and limit the
personal monetary liability of directors of the registrant to the fullest extent
permitted by current Delaware law. The registrant has also entered into
indemnification contracts with certain of its directors and officers. The
registrant also maintains insurance coverage relating to certain liabilities of
its directors and officers.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<C> <C>
1 -- Form of Underwriting Agreement (incorporated by reference to
Exhibit 1 to Registration Statement No. 33-49103).
4(a) -- Indenture dated as of June 1, 1986 between the registrant and The
Chase Manhattan Bank, formerly known as Chemical Bank (as
successor to Manufacturers Hanover Trust Company), as Trustee
(incorporated by reference to Exhibit 4(a) to Registration
Statement No. 33-6721), and Supplemental Indenture dated as of
August 1, 1989 between the registrant and Chemical Bank (as
successor to Manufacturers Hanover Trust Company), as Trustee
(incorporated by reference to Exhibit 4(c) to Post-Effective
Amendment No. 3 to Registration Statement No. 33-6721). (The
Indenture was previously qualified, in connection with the
registrant's Registration Statement No. 33-6721, and is deemed to
be qualified with respect to the debt securities and warrants
offered hereby.)
4(b) -- Forms of Warrant Agreement (incorporated by reference to Exhibit
4(d) to Registration Statement No. 33-6721).
4(c) -- Forms of Securities (included in Exhibit 4(a)).
5 -- Opinion and consent of Faegre & Benson LLP.
12 -- Calculation of Ratio of Earnings to Fixed Charges.
23 -- Consent of Ernst & Young LLP.
24 -- Powers of Attorney.
25 -- Form T-1, Statement of Eligibility and Qualification of The Chase
Manhattan Bank, as Trustee.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering;
(4) that, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing bylaw provision,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Decatur, State of Illinois, on June 26, 1997.
ARCHER-DANIELS-MIDLAND COMPANY
/s/ Richard P. Reising
--------------------------------------
Richard P. Reising
Vice President, Secretary and General
Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on June 26, 1997 by the following persons
in the capacities indicated:
<TABLE>
<S> <C> <C>
G. Allen Andreas, Jr.*, Chief Executive Officer (Principal
Executive Officer)
/s/ Douglas J. Schmalz Vice President and Chief Financial
---------------------
Douglas J. Schmalz Officer (Principal Financial Officer)
/s/ Steven R. Mills Controller
----------------
Steven R. Mills (Principal Accounting Officer)
Dwayne O. Andreas*, Director
G. Allen Andreas, Jr.*, Director
S. M. Archer, Jr.*, Director
F. Ross Johnson*, Dirctor
Robert S. Strauss*, Director
J. K. Vanier*, Director
O. G. Webb*, Director A majority of the directors
M. Brian Mulroney*, Director
Gaylord O. Coan*, Director
John R. Block*, Director
Richard R. Burt*, Director
Mollie Hale Carter*, Director
Andrew Young*, Director
</TABLE>
* Richard P. Reising, 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/ Richard P. Reising
--------------------------------------
Richard P. Reising
Attorney-in-fact
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT FORM OF FILING
- -------------------------------------------------------------- --------------
<C> <S> <C>
1 Form of Underwriting Agreement (incorporated by
reference to Exhibit 1 to Registration Statement No.
33-49103).
4(a) Indenture dated as of June 1, 1986 between the
registrant and The Chase Manhattan Bank, formerly
known as Chemical Bank (as successor to Manufacturers
Hanover Trust Company), as Trustee (incorporated by
reference to Exhibit 4(a) to Registration Statement
No. 33-6721), and Supplemental Indenture dated as of
August 1, 1989 between the registrant and
Manufacturers Hanover Trust Company, as Trustee
(incorporated by reference to Exhibit 4(c) to
Post-Effective Amendment No. 3 to Registration
Statement No. 33-6721). (The Indenture was previously
qualified, in connection with the registrant's
Registration Statement No. 33-6721, and is deemed to
be qualified with respect to the debt securities and
warrants offered hereby.)
4(b) Forms of Warrant Agreement (incorporated by reference
to Exhibit 4(d) to Registration Statement No.
33-6721).
4(c) Forms of Securities (included in Exhibit 4(a)).
5 Opinion and consent of Faegre & Benson LLP. Electronic
Transmission
12 Calculation of Ratio of Earnings to Fixed Charges. Electronic
Transmission
23 Consent of Ernst & Young LLP. Electronic
Transmission
24 Powers of Attorney. Electronic
Transmission
25 Form T-1, Statement of Eligibility and Qualification of Electronic
The Chase Manhattan Bank, as Trustee. Transmission
</TABLE>
<PAGE>
EXHIBIT 5
June 26, 1997
Archer-Daniels-Midland Company
4666 Faries Parkway
Decatur, Illinois 62526
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act of
1933, as amended (the "Securities Act"), by Archer-Daniels-Midland Company, a
Delaware corporation (the "Company"), of $500,000,000 in aggregate principal
amount of Debt Securities of the Company (the "Debt Securities"), proposed to be
issued under an Indenture dated as of June 1, 1986 as amended and supplemented
(the "Indenture") between the Company and The Chase Manhattan Bank, formerly
known as Chemical Bank (as successor to Manufacturers Hanover Trust Company), as
Trustee (the "Trustee"), and of Warrants ("Warrants"), proposed to be issued
under a Warrant Agreement ("Warrant Agreement") between the Company and a
Warrant Agent ("Warrant Agent"), to purchase Debt Securities of the Company
("Warrant Debt Securities"), proposed to be issued under the Indenture, we have
examined such corporate records and other documents, including the Registration
Statement of the Company on Form S-3 to which this opinion is an exhibit
relating to the Debt Securities and the Warrants and the Warrant Debt Securities
(the "Registration Statement"), and have reviewed such matters of law as we have
deemed necessary for this opinion, and we advise you that in our opinion:
1. The Company is a corporation duly organized and existing under the laws
of the State of Delaware.
2. When Debt Securities or Warrant Debt Securities of a particular series
have been duly authorized by the Board of Directors of the Company, or a duly
authorized committee thereof, or a duly authorized officer of the Company, and
duly executed by proper officers of the Company and duly authenticated by or on
behalf of the Trustee, when the Registration Statement has become effective
under the Securities Act, and when the Debt Securities of such series have been
issued, delivered and paid for as contemplated in the Registration Statement,
including a prospectus supplement relating to the Debt Securities of such
series, and, in the case of Warrant Debt Securities, the Warrant Debt Securities
of such series have been issued, delivered and paid for as contemplated in the
related Warrant Agreement and Warrants, the Debt Securities or Warrant Debt
Securities of such series will be legally issued, valid and binding obligations
of the Company entitled to the benefits of the Indenture.
3. When a Warrant Agreement relating to Warrants of a particular series has
been duly executed and delivered by the Company and the Warrant Agent, when such
Warrants and the related Warrant Debt Securities of a particular series have
been duly authorized by the Board of Directors of the Company, or a duly
authorized committee thereof, or a duly authorized officer of the Company, and
Warrant Certificates for such Warrants have been duly executed by proper
officers of the Company and duly countersigned by the Warrant Agent, when such
Registration Statement has become effective under the Securities Act and when
such Warrants and Warrant Certificates have been issued, delivered and paid for
as contemplated in the Registration Statement, including a prospectus supplement
relating to such Warrants, such Warrants will be legally issued, valid and
binding obligations of the Company entitled to the benefits of the Warrant
Agreement.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name in any prospectus supplement to the
prospectus constituting a part of the Registration Statement and to the
references to our firm wherever appearing therein.
Very truly yours,
FAEGRE & BENSON LLP
<PAGE>
EXHIBIT 12
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
ARCHER-DANIELS-MIDLAND COMPANY
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED JUNE 30 MARCH 31
------------------------------------------------------- --------------------
1992 1993 1994 1995 1996 1996 1997
--------- --------- --------- ---------- ---------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS:
Earnings before income taxes
and cumulative effect of
accounting changes............ $ 759,569 $ 746,009 $ 738,303 $1,181,523 $1,054,413 $ 836,905 $ 458,575
Less: Equity earnings of less
than 50% owned
unconsolidated
affiliates............. (1,509) (7,439) (7,544) (7,422) (13,280) (8,996) (21,951)
Less: Capitalized interest
included in interest
expense below.......... (21,621) (22,780) (26,211) (32,419) (42,898) (33,553) (29,464)
--------- --------- --------- ---------- ---------- --------- ---------
TOTAL EARNINGS................... 736,439 715,790 704,548 1,141,682 998,235 794,356 407,160
FIXED CHARGES:
Interest expense:
Consolidated interest
expense..................... 115,417 150,947 173,429 170,886 170,089 126,657 142,762
Capitalized interest......... 21,621 22,780 26,211 32,419 42,898 33,553 29,464
Interest expense of
unconsolidated 50% owned
affiliates.................. 8,820 8,502 7,725 8,159 15,651 11,283 11,368
--------- --------- --------- ---------- ---------- --------- ---------
Total interest expense......... 145,658 182,229 207,365 211,464 228,638 171,493 183,594
Amortization of debt discount
and expense................... 854 1,105 1,653 1,398 1,301 1,010 951
One-third of rental expense.... 19,822 22,148 22,844 24,470 24,400 18,211 16,873
--------- --------- --------- ---------- ---------- --------- ---------
TOTAL FIXED CHARGES.............. 166,534 205,482 231,862 237,332 254,339 190,714 201,418
--------- --------- --------- ---------- ---------- --------- ---------
EARNINGS AVAILABLE FOR FIXED
CHARGES......................... $ 902,973 $ 921,272 $ 936,410 $1,379,014 $1,252,574 $ 985,070 $ 608,578
--------- --------- --------- ---------- ---------- --------- ---------
--------- --------- --------- ---------- ---------- --------- ---------
RATIO OF EARNINGS TO FIXED
CHARGES......................... 5.42x 4.48x 4.04x 5.81x 4.92x 5.17x 3.02x
--------- --------- --------- ---------- ---------- --------- ---------
--------- --------- --------- ---------- ---------- --------- ---------
</TABLE>
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of
Archer-Daniels-Midland Company for the registration of $500,000,000 of its debt
securities and warrants to purchase debt securities and to the incorporation by
reference therein of our report dated August 1, 1996, with respect to the
consolidated financial statements of Archer-Daniels-Midland Company incorporated
by reference in its Annual Report (Form 10-K) for the year ended June 30, 1996,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Minneapolis, Minnesota
June 25, 1997
<PAGE>
EXHIBIT 24
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make,
constitute and appoint DWAYNE O. ANDREAS, G. ALLEN ANDREAS, JAMES R. RANDALL,
R.P. REISING, DOUGLAS J. SCHMALZ and D.J. SMITH, and each or any one of them,
the undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Company to
a Registration Statement or Registration Statements, on Form S-3 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of debt securities of said Company, and/or
other securities of said Company, proposed to be sold by said Company, and to
file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
on this 9th day of May, 1997.
/s/ DWAYNE O. ANDREAS
--------------------------
Dwayne O. Andreas
<PAGE>
EXHIBIT 24
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make,
constitute and appoint DWAYNE O. ANDREAS, G. ALLEN ANDREAS, JAMES R. RANDALL,
R.P. REISING, DOUGLAS J. SCHMALZ and D.J. SMITH, and each or any one of them,
the undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Company to
a Registration Statement or Registration Statements, on Form S-3 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of debt securities of said Company, and/or
other securities of said Company, proposed to be sold by said Company, and to
file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
on this 7th day of May, 1997.
/s/ G. ALLEN ANDREAS, JR.
--------------------------
G. Allen Andreas
<PAGE>
EXHIBIT 24
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make,
constitute and appoint DWAYNE O. ANDREAS, G. ALLEN ANDREAS, JAMES R. RANDALL,
R.P. REISING, DOUGLAS J. SCHMALZ and D.J. SMITH, and each or any one of them,
the undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Company to
a Registration Statement or Registration Statements, on Form S-3 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of debt securities of said Company, and/or
other securities of said Company, proposed to be sold by said Company, and to
file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
on this 12th day of May, 1997.
/s/ SHREVE M. ARCHER, JR.
--------------------------
Shreve M. Archer, Jr.
<PAGE>
EXHIBIT 24
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make,
constitute and appoint DWAYNE O. ANDREAS, G. ALLEN ANDREAS, JAMES R. RANDALL,
R.P. REISING, DOUGLAS J. SCHMALZ and D.J. SMITH, and each or any one of them,
the undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Company to
a Registration Statement or Registration Statements, on Form S-3 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of debt securities of said Company, and/or
other securities of said Company, proposed to be sold by said Company, and to
file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
on this 9th day of May, 1997.
/s/ F. ROSS JOHNSON
--------------------------
F. Ross Johnson
<PAGE>
EXHIBIT 24
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make,
constitute and appoint DWAYNE O. ANDREAS, G. ALLEN ANDREAS, JAMES R. RANDALL,
R.P. REISING, DOUGLAS J. SCHMALZ and D.J. SMITH, and each or any one of them,
the undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Company to
a Registration Statement or Registration Statements, on Form S-3 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of debt securities of said Company, and/or
other securities of said Company, proposed to be sold by said Company, and to
file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
on this 9th day of May, 1997.
/s/ ROBERT S. STRAUSS
--------------------------
Robert S. Strauss
<PAGE>
EXHIBIT 24
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make,
constitute and appoint DWAYNE O. ANDREAS, G. ALLEN ANDREAS, JAMES R. RANDALL,
R.P. REISING, DOUGLAS J. SCHMALZ and D.J. SMITH, and each or any one of them,
the undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Company to
a Registration Statement or Registration Statements, on Form S-3 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of debt securities of said Company, and/or
other securities of said Company, proposed to be sold by said Company, and to
file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
on this 9th day of May, 1997.
/s/ JOHN K. VANIER
--------------------------
John K. Vanier
<PAGE>
EXHIBIT 24
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make,
constitute and appoint DWAYNE O. ANDREAS, G. ALLEN ANDREAS, JAMES R. RANDALL,
R.P. REISING, DOUGLAS J. SCHMALZ and D.J. SMITH, and each or any one of them,
the undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Company to
a Registration Statement or Registration Statements, on Form S-3 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of debt securities of said Company, and/or
other securities of said Company, proposed to be sold by said Company, and to
file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
on this 8th day of May, 1997.
/s/ O. GLENN WEBB
--------------------------
O. Glenn Webb
<PAGE>
EXHIBIT 24
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make,
constitute and appoint DWAYNE O. ANDREAS, G. ALLEN ANDREAS, JAMES R. RANDALL,
R.P. REISING, DOUGLAS J. SCHMALZ and D.J. SMITH, and each or any one of them,
the undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Company to
a Registration Statement or Registration Statements, on Form S-3 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of debt securities of said Company, and/or
other securities of said Company, proposed to be sold by said Company, and to
file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
on this 22nd day of May, 1997.
/s/ M. BRIAN MULRONEY
--------------------------
M. Brian Mulroney
<PAGE>
EXHIBIT 24
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make,
constitute and appoint DWAYNE O. ANDREAS, G. ALLEN ANDREAS, JAMES R. RANDALL,
R.P. REISING, DOUGLAS J. SCHMALZ and D.J. SMITH, and each or any one of them,
the undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Company to
a Registration Statement or Registration Statements, on Form S-3 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of debt securities of said Company, and/or
other securities of said Company, proposed to be sold by said Company, and to
file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
on this 12th day of May, 1997.
/s/ GAYLORD O. COAN
--------------------------
Gaylord O. Coan
<PAGE>
EXHIBIT 24
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make,
constitute and appoint DWAYNE O. ANDREAS, G. ALLEN ANDREAS, JAMES R. RANDALL,
R.P. REISING, DOUGLAS J. SCHMALZ and D.J. SMITH, and each or any one of them,
the undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Company to
a Registration Statement or Registration Statements, on Form S-3 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of debt securities of said Company, and/or
other securities of said Company, proposed to be sold by said Company, and to
file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
on this 9th day of May, 1997.
/s/ JOHN R. BLOCK
--------------------------
John R. Block
<PAGE>
EXHIBIT 24
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make,
constitute and appoint DWAYNE O. ANDREAS, G. ALLEN ANDREAS, JAMES R. RANDALL,
R.P. REISING, DOUGLAS J. SCHMALZ and D.J. SMITH, and each or any one of them,
the undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Company to
a Registration Statement or Registration Statements, on Form S-3 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of debt securities of said Company, and/or
other securities of said Company, proposed to be sold by said Company, and to
file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
on this 9th day of May, 1997.
/s/ RICHARD R. BURT
--------------------------
Richard R. Burt
<PAGE>
EXHIBIT 24
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make,
constitute and appoint DWAYNE O. ANDREAS, G. ALLEN ANDREAS, JAMES R. RANDALL,
R.P. REISING, DOUGLAS J. SCHMALZ and D.J. SMITH, and each or any one of them,
the undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Company to
a Registration Statement or Registration Statements, on Form S-3 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of debt securities of said Company, and/or
other securities of said Company, proposed to be sold by said Company, and to
file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
on this 9th day of May, 1997.
/s/ MOLLIE H. CARTER
--------------------------
Mollie H. Carter
<PAGE>
EXHIBIT 24
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make,
constitute and appoint DWAYNE O. ANDREAS, G. ALLEN ANDREAS, JAMES R. RANDALL,
R.P. REISING, DOUGLAS J. SCHMALZ and D.J. SMITH, and each or any one of them,
the undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Company to
a Registration Statement or Registration Statements, on Form S-3 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of debt securities of said Company, and/or
other securities of said Company, proposed to be sold by said Company, and to
file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
on this 9th day of May, 1997.
/s/ ANDREW YOUNG
--------------------------
Andrew Young
<PAGE>
Exhibit 25
___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
_____________________________________________
ARCHER-DANIELS-MIDLAND COMPANY
(Exact name of obligor as specified in its charter)
DELAWARE 41-0129150
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
466 FARIES PARKWAY BOX 1470
DECATUR, ILLINOIS 62525
(Address of principal executive offices) (Zip Code)
----------------------------------------------
DEBT SECURITIES
(Title of the indenture securities)
----------------------------------------------------------
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September
9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which
is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 20TH day of JUNE, 1997.
THE CHASE MANHATTAN BANK
By /s/ Glenn G. McKeever
----------------------------
Glenn G. McKeever
Senior Trust Officer
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<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1997, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS
ASSETS IN MILLIONS
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................ $ 11,721
Interest-bearing balances ........................ 3,473
Securities: ...........................................
Held to maturity securities............................ 2,965
Available for sale securities.......................... 35,903
Federal Funds sold and securities purchased under
agreements to resell ............................. 24,025
Loans and lease financing receivables:
Loans and leases, net of unearned income $123,957
Less: Allowance for loan and lease losses 2,853
Less: Allocated transfer risk reserve ...... 13
--------
Loans and leases, net of unearned income,
allowance, and reserve .............................. 121,091
Trading Assets............................................ 54,340
Premises and fixed assets (including capitalized
leases).............................................. 2,875
Other real estate owned .................................. 302
Investments in unconsolidated subsidiaries and
associated companies................................. 139
Customers' liability to this bank on acceptances
outstanding.......................................... 2,270
Intangible assets......................................... 1,535
Other assets.............................................. 10,283
------
TOTAL ASSETS.............................................. $270,922
---------
---------
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<PAGE>
LIABILITIES
Deposits
In domestic offices ................................. $84,776
Noninterest-bearing ......................... $32,492
Interest-bearing ............................ 52,284
-------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's............................................ 69,171
Noninterest-bearing ......................... $ 4,181
Interest-bearing ........................... 64,990
Federal funds purchased and securities sold under agree-
ments to repurchase....................................... 32,885
Demand notes issued to the U.S. Treasury ................. 1,000
Trading liabilities....................................... 42,538
Other Borrowed money (includes mortgage indebtedness
and obligations under calitalized leases):
With a remaining maturity of one year or less ........... 4,431
With a remaining maturity of more than one year ......... 466
Bank's liability on acceptances executed and outstanding 2,270
Subordinated notes and debentures ............................ 5,911
Other liabilities............................................. 11,575
TOTAL LIABILITIES............................................. 255,023
-------
EQUITY CAPITAL
Perpetual Preferred stock and related surplus 0
Common stock.................................................. 1,211
Surplus (exclude all surplus related to preferred stock)..... 10,283
Undivided profits and capital reserves ....................... 4,941
Net unrealized holding gains (Losses)
on available-for-sale securities ............................. (552)
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 15,899
-------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ................................ $270,922
---------
---------
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
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