PAGE 1
As filed with the Securities and Exchange Commission on
April 29, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933
______________________
ARCHER-DANIELS-MIDLAND COMPANY
(Exact name of Registrant as specified in its charter)
<TABLE> 41-0129150
<CAPTION> (I.R.S. Employer
<S> <C>
Delaware Identification No.)
(State or other
jurisdiction of
incorporation or
organization)
4666 Faries Parkway 62526
Decatur, Illinois (Zip Code)
(Address of principal
executive offices)
</TABLE>
ARCHER-DANIELS-MIDLAND COMPANY
1996 STOCK OPTION PLAN
(Full title of the plan)
David J. Smith
Vice President, Secretary and General Counsel
Archer-Daniels-Midland Company
4666 Faries Parkway
Decatur, Illinois 62526
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(217) 424-5200
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to be offering offering registrati
to register price price (1) (2) on
be ed (1) per share fee
registered (1) (2)
Common Stock 4,000,00
(without par 0 $21.50 $86,000,000 $25,370
value) shares
</TABLE>
(1) The Registration Statement relates to 4,000,000 shares of
Common Stock to be offered pursuant to the Registrant's 1996
Stock Option Plan.
(2) Estimated solely for the purpose of the registration fee
pursuant to Rule 457(h)(1) based on the average of the high
and low sales prices per share of the Registrant's Common
Stock on April 24, 1998, as reported on the New York Stock
Exchange Composite Tape.
1
PAGE 2
ARCHER-DANIELS-MIDLAND COMPANY
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, previously filed with the
Securities and Exchange Commission (the "Commission") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are, as of their respective dates, incorporated by
reference and made a part hereof:
(1) The Annual Report on Form 10-K of
Archer-Daniels-Midland Company (the "Company") for the
fiscal year ended June 30, 1997 (which incorporates by
reference certain portions of the Company's 1997 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 16, 1997) (File No. 1-44).
(2) All other reports filed pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the Annual Report referred to in
(1) above (File No. 1-44).
(3) The description of the Company's Common Stock
which is included in registration statements and
reports filed under the Exchange Act from time to time.
All reports and other documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment
which indicate that all of the shares of Common Stock offered
have been sold or which deregister all shares of the Common Stock
then remaining unsold shall be deemed to be incorporated by
reference in and a part of this Registration Statement from the
date of filing of such documents.
Any statement contained in a document incorporated, or
deemed to be incorporated, by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or
incorporated herein by reference or in any other subsequently
filed document that also is or is deemed to be incorporated by
reference herein 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
Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
2
PAGE 3
Not Applicable.
Item 6. 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 of the action, provided that he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe that his conduct was unlawful. Although Delaware Law
permits a corporation to indemnify any person referred to above
against Expenses in connection with the defense or settlement of
an action by or in the right of the corporation, provided that he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the corporation's best interests, if the
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, the person is entitled to
indemnity for such Expenses as the court deems proper. Delaware
Law 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, Delaware Law permits (i) 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, Delaware Law 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 Registrant's Certificate of
Incorporation and Article X of its Bylaws provide for the broad
indemnification of the Registrant's officers and directors and
limit the personal monetary liability of the Registrant's
directors to the fullest extent permitted by Delaware Law. The
Registrant has also entered into indemnification contracts with
certain of its directors and officers and maintains insurance
coverage relating to certain liabilities of its directors and
officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
3
PAGE 4
Item 8. Exhibits.
Exhibit Description
4(1) Archer-Daniels-Midland Company 1996 Stock Option Plan.
5 Opinion of David J. Smith.
23.1 Consent of David J. Smith (contained in Exhibit 5 to
this Registration Statement).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney.
___________________
(1) Incorporated by reference to Exhibit A to the Registrant's
Definitive Proxy Statement filed with the Securities and Exchange
Commission on September 25, 1996 (File No. 1-44).
4
PAGE 5
Item 9. Undertakings.
A. The Company 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a twenty
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(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 (A)(1)(i) and (A)(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 with or furnished to the Commission by the
Company 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 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.
B. The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company 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 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.
5
PAGE 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant 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 April 29, 1998.
ARCHER-DANIELS-MIDLAND COMPANY
By /s/ David J. Smith
David J. Smith
Vice President, Secretary
and General Counsel
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on April 29, 1998.
Signature Title
/s/ Douglas J. Schmalz Vice President and Chief
Financial Officer
Douglas J. Schmalz (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* Director
Robert S. Strauss* Director
J.K. Vanier* Director
O.G. Webb* Director A majority of the Board of
Directors
M. Brian Mulroney* Director
Gaylord O. Coan* Director
John R. Block* Director
Richard R. Burt* Director
Mollie Hale Carter* Director
Andrew Young* Director
* David J. Smith, by signing his name hereto, does hereby sign
this document on behalf of each of the above named directors of
the Registrant pursuant to powers of attorney duly executed by
each person.
By /s/ David J. Smith
David J. Smith, Attorney in Fact
6
PAGE 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
<S> <C> <C>
Method
Exhibit Description of Filing
4 Archer-Daniels-Midland Company 1996 Stock Incorporated
Option Plan by Reference
5 Opinion of David J. Smith Filed
Electronically
23.1 Consent of David J. Smith
(contained in Exhibit 5 to this Registration
Statement)
23.2 Consent of Ernst & Young LLP Filed
Electronically
24 Powers of Attorney Filed
Electronically
</TABLE>
7
PAGE 1
EXHIBIT 5
April 29, 1998
Board of Directors
Archer-Daniels-Midland Company
4666 Faries Parkway
Decatur, Illinois 62526
In connection with the proposed registration under the
Securities Act of 1933, as amended, of shares of Common
Stock of Archer-Daniels-Midland Company, a Delaware
corporation (the "Company"), offered and to be offered
pursuant to the Archer-Daniels-Midland Company 1996 Stock
Option Plan (the "Plan"), I have examined the Company's
Restated Certificate of Incorporation, as amended, its
Bylaws, as amended, and such other documents, including the
Registration Statement on Form S-8, dated the date hereof,
to be filed with the Securities and Exchange Commission
relating to such shares (the "Registration Statement"), and
have reviewed such matters of law as I have deemed necessary
for this opinion. Accordingly, based upon the foregoing, I
am of the opinion that:
1. The Company is duly and validly organized and
existing and in good standing under the laws of the State of
Delaware.
2. The Company has duly authorized the issuance
of the shares of Common Stock which may be issued pursuant
to the Plan.
3. The shares which may be issued pursuant to
the Plan will be, upon issuance, validly issued and
outstanding and fully paid and nonassessable.
4. All necessary corporate action has been taken
by the Company to adopt the Plan, and the Plan is a validly
existing plan of the Company.
I consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ David J. Smith
David J. Smith
Vice President, Secretary
and General Counsel
1
PAGE 1
EXHIBIT 23
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the
Registration Statement on Form S-8 and related prospectus of
Archer-Daniels-Midland Company for the registration of
4,000,000 shares of its common stock pertaining to the
Archer-Daniels-Midland Company 1996 Stock Option Plan of our
report dated July 31, 1997 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, 1997, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Minneapolis, Minnesota
April 28, 1998
1
PAGE 1
EXHIBIT 24
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
DWAYNE O. ANDREAS, G. ALLEN ANDREAS, D.J. SCHMALZ and D.J. SMITH,
and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to
sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or
Registration Statements, on Form S-8 or other applicable form,
and all amendments, including post-effective amendments, thereto,
to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock of said Company proposed to be issued in connection with
the 1996 Stock Option Plan, and to all amendments thereto, and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 11th day of March, 1998
/s/ G. Allen Andreas, Jr.
G. Allen Andreas, Jr.
1
PAGE 2
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
DWAYNE O. ANDREAS, G. ALLEN ANDREAS, D.J. SCHMALZ and D.J. SMITH,
and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to
sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or
Registration Statements, on Form S-8 or other applicable form,
and all amendments, including post-effective amendments, thereto,
to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock of said Company proposed to be issued in connection with
the 1996 Stock Option Plan, and to all amendments thereto, and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 16th day of March, 1998
/s/ S.M. Archer, Jr.
S.M. Archer, Jr.
2
PAGE 3
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
DWAYNE O. ANDREAS, G. ALLEN ANDREAS, D.J. SCHMALZ and D.J. SMITH,
and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to
sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or
Registration Statements, on Form S-8 or other applicable form,
and all amendments, including post-effective amendments, thereto,
to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock of said Company proposed to be issued in connection with
the 1996 Stock Option Plan, and to all amendments thereto, and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 19th day of March, 1998
/s/ F. Ross Johnson
F. Ross Johnson
3
PAGE 4
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
DWAYNE O. ANDREAS, G. ALLEN ANDREAS, D.J. SCHMALZ and D.J. SMITH,
and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to
sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or
Registration Statements, on Form S-8 or other applicable form,
and all amendments, including post-effective amendments, thereto,
to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock of said Company proposed to be issued in connection with
the 1996 Stock Option Plan, and to all amendments thereto, and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 16th day of March, 1998
/s/ Robert S. Strauss
Robert S. Strauss
4
PAGE 5
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
DWAYNE O. ANDREAS, G. ALLEN ANDREAS, D.J. SCHMALZ and D.J. SMITH,
and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to
sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or
Registration Statements, on Form S-8 or other applicable form,
and all amendments, including post-effective amendments, thereto,
to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock of said Company proposed to be issued in connection with
the 1996 Stock Option Plan, and to all amendments thereto, and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 16th day of March, 1998
/s/ J.K. Vanier
J.K. Vanier
5
PAGE 6
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
DWAYNE O. ANDREAS, G. ALLEN ANDREAS, D.J. SCHMALZ and D.J. SMITH,
and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to
sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or
Registration Statements, on Form S-8 or other applicable form,
and all amendments, including post-effective amendments, thereto,
to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock of said Company proposed to be issued in connection with
the 1996 Stock Option Plan, and to all amendments thereto, and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 23rd day of March, 1998
/s/ O.G. Webb
O.G. Webb
6
PAGE 7
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
DWAYNE O. ANDREAS, G. ALLEN ANDREAS, D.J. SCHMALZ and D.J. SMITH,
and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to
sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or
Registration Statements, on Form S-8 or other applicable form,
and all amendments, including post-effective amendments, thereto,
to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock of said Company proposed to be issued in connection with
the 1996 Stock Option Plan, and to all amendments thereto, and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 30th day of March, 1998
/s/ M. Brian Mulroney
M. Brian Mulroney
7
PAGE 8
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
DWAYNE O. ANDREAS, G. ALLEN ANDREAS, D.J. SCHMALZ and D.J. SMITH,
and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to
sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or
Registration Statements, on Form S-8 or other applicable form,
and all amendments, including post-effective amendments, thereto,
to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock of said Company proposed to be issued in connection with
the 1996 Stock Option Plan, and to all amendments thereto, and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 17th day of March, 1998
/s/ Gaylord O. Coan
Gaylord O. Coan
8
PAGE 9
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
DWAYNE O. ANDREAS, G. ALLEN ANDREAS, D.J. SCHMALZ and D.J. SMITH,
and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to
sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or
Registration Statements, on Form S-8 or other applicable form,
and all amendments, including post-effective amendments, thereto,
to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock of said Company proposed to be issued in connection with
the 1996 Stock Option Plan, and to all amendments thereto, and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 16th day of March, 1998
/s/ John R. Block
John R. Block
9
PAGE 10
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
DWAYNE O. ANDREAS, G. ALLEN ANDREAS, D.J. SCHMALZ and D.J. SMITH,
and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to
sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or
Registration Statements, on Form S-8 or other applicable form,
and all amendments, including post-effective amendments, thereto,
to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock of said Company proposed to be issued in connection with
the 1996 Stock Option Plan, and to all amendments thereto, and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 13th day of March, 1998
/s/ Richard R. Burt
Richard R. Burt
10
PAGE 11
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
DWAYNE O. ANDREAS, G. ALLEN ANDREAS, D.J. SCHMALZ and D.J. SMITH,
and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to
sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or
Registration Statements, on Form S-8 or other applicable form,
and all amendments, including post-effective amendments, thereto,
to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock of said Company proposed to be issued in connection with
the 1996 Stock Option Plan, and to all amendments thereto, and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 13th day of March, 1998
/s/ Mollie Hale Carter
Mollie Hale Carter
11
PAGE 12
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
DWAYNE O. ANDREAS, G. ALLEN ANDREAS, D.J. SCHMALZ and D.J. SMITH,
and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to
sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or
Registration Statements, on Form S-8 or other applicable form,
and all amendments, including post-effective amendments, thereto,
to be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock of said Company proposed to be issued in connection with
the 1996 Stock Option Plan, and to all amendments thereto, and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 16th day of March, 1998
/s/ Andrew Young
Andrew Young
12
