PAGE 1
ARCHER-DANIELS-MIDLAND COMPANY
4666 Faries Parkway, Decatur, Illinois 62526
NOTICE OF ANNUAL MEETING
To All Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Archer-Daniels-Midland Company, a Delaware corporation, will be held
at the JAMES R. RANDALL RESEARCH CENTER, 1001 BRUSH COLLEGE ROAD,
DECATUR, ILLINOIS, on Thursday, October 26, 2000, at 11:00 A.M., for
the following purposes:
(1) To elect Directors to hold office until the next Annual
Meeting of Stockholders and until
their successors are duly elected and qualified;
(2) To ratify the appointment by the Board of Directors of Ernst
&
Young LLP as independent auditors to audit the accounts of
the
Company for the fiscal year ending June 30, 2001;
(3) If properly presented, to consider and act upon the
Stockholders'
proposals set forth in the proxy statement; and
(4) To transact such other business as may properly come before
the meeting.
By Order of the Board of Directors
D. J. Smith, Secretary
September 18, 2000
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ARCHER-DANIELS-MIDLAND COMPANY
4666 Faries Parkway, Decatur, Illinois 62526
September 18, 2000
PROXY STATEMENT
General Matters
The accompanying proxy is SOLICITED BY THE BOARD OF DIRECTORS of
Archer-Daniels-Midland Company (the "Company") for the Annual Meeting
of Stockholders of the Company to be held at the JAMES R. RANDALL
RESEARCH CENTER, 1001 BRUSH COLLEGE ROAD, DECATUR, ILLINOIS, on
Thursday, October 26, 2000, at 11:00 A.M. This Proxy Statement and
the enclosed form of proxy are first being mailed to Stockholders on
or about September 18, 2000.
The cost of solicitation of proxies will be borne by the Company.
Georgeson Shareholder Communications Inc. has been retained by the
Company to assist in solicitation of proxies at a fee of $19,000, plus
reasonable out-of-pocket expenses. Solicitation other than by mail
may be made by officers or by regular employees of the Company or by
employees of Georgeson Shareholder Communications Inc. by personal or
telephone solicitation, the cost of which is expected to be nominal.
The Company will reimburse brokerage firms and other securities
custodians for their reasonable expenses in forwarding proxy materials
to their principals.
Only holders of shares of Common Stock of record at the close of
business on August 28, 2000 will be entitled to notice of and to vote
at the meeting and at all adjournments thereof. At the close of
business on August 28, 2000, the Company had outstanding 601,601,595
shares of Common Stock, each share being entitled to one vote.
Admittance to the Annual Meeting will be limited to Stockholders.
If you are a Stockholder of record and plan to attend, please detach
the admission ticket from the top of your proxy card and bring it with
you to the Annual Meeting. The number of people admitted will be
determined by how the shares are registered, as indicated on the
admission ticket. If you are a Stockholder whose shares are held by a
broker, bank or other nominee, please request an admission ticket by
writing to: Archer-Daniels-Midland Company Shareholder Relations,
4666 Faries Parkway, Decatur, IL 62526-5666. Evidence of your stock
ownership, which you can obtain from your broker, bank or nominee,
must accompany your letter. Stockholders who are not
pre-registered will only be admitted to the meeting upon verification
of stock ownership. The number of tickets sent will be determined by
the manner in which shares are registered. If your request is
received by October 20, 2000, an admission ticket will be mailed to
you. All other admission tickets can be obtained at the registration
table located at the James R. Randall Research Center lobby beginning
at 9:30 A.M. on the day of the Annual Meeting.
Shares represented by proxies in the form enclosed, properly
executed, will be voted. Proxies may be revoked at any time prior to
being voted.
Principal Holders of Voting Securities
The following Stockholder is known to the Company to be the
beneficial owner of more than 5% of the outstanding Common Stock of
the Company, based upon filings thereof with the Securities and
Exchange Commission.
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Name and Address of Beneficial Owner Amount Percent of
Class
State Farm Mutual Automobile Insurance 50,875,698
8.46
Company and Related Entities
Bloomington, Illinois 61701
Election of Directors
It is intended that proxies solicited by the Board of Directors
will, unless otherwise directed, be voted to elect the nominees named
below.
Thirteen of the fourteen nominees proposed for election to the Board
of Directors are presently members of the Board. The new nominee for
election to the Board of Directors, Herman de Boon, is the Chief
Executive of Royal Cebeco Group. Royal Cebeco Group, through its
member cooperatives, is engaged in the business of producing and
trading base materials, raw materials for compound feeds, farm
supplies and foodstuffs.
The proxies (unless otherwise directed) will be voted for the
election of the nominees named herein as Directors to hold office
until the next succeeding Annual Meeting of Stockholders and until
their successors are duly elected and qualified. In the event any
nominee for Director becomes unavailable, it is intended that the
persons named in the proxy may vote for a substitute who will be
designated by the Board of Directors. The Board has no reason to
believe that any nominee will be unable to serve as a Director. All
present members of the Board have served continuously as Directors
from the year stated.
The nominees, their age, position with the Company, principal
occupation, directorships of other publicly-owned companies, the year
in which each first became a Director, and the number of shares of
Common Stock of the Company beneficially owned, directly or
indirectly, by each are shown in the following table. Except for Ms.
Mollie Hale Carter and Messrs. Richard Burt and Andrew Young, all of
the nominees have been Executive Officers of their respective
companies or employed as otherwise specified below for at least the
last five years. Ms. Carter was a Senior Investment Officer for the
John Hancock Mutual Life Insurance Company from 1987 until 1997 at
which time she became Chairman of Sunflower Bank in Salina, Kansas and
Vice President of Star A, Inc. Until 1994, Mr. Burt was a partner
with McKinsey & Company, specializing in international business
strategy and telecommunications, at which time he became Chairman of
International Equity Partners, a Washington consulting firm, and later
in 1998 formed IEP Advisors, LLP of which he serves as Chairman.
Ambassador Young served as Vice-Chairman of the Law Companies Group,
an engineering and environmental consulting company, from January 1990
until 1996 when he retired from this position to serve as Co-Chairman
of the Atlanta Committee for the Olympic Games. In January 1997,
Ambassador Young was appointed as Co-Chairman of GoodWorks
International and in 1998 was appointed Chairman of that company.
A plurality of the votes cast by the holders of shares of Common
Stock of the Company present in person or represented by proxy at the
meeting and entitled to vote on the election of Directors is required
for the election of Directors.
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Abstentions and broker non-votes will be counted as present for
purposes of determining the existence of a quorum at the meeting.
However, shares of a Stockholder who either abstains, withholds
authority to vote for the election of directors or who does not
otherwise vote in person or by proxy (including broker non-votes) will
not be counted for the election of directors.
Name, Age, Principal Occupation or Year First Common
Percent
Position, Directorships of Other Elected as Stock of
Publicly-Owned Companies Director Owned
Class
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
D. O. Andreas, 82, Chairman 1966 26,930,4 (1)(2) 4.48
Emeritus of the Board. He is 91 (3)
a Director of Hollinger
International, Inc.
G. Allen Andreas, 57, 1997 3,946,10 (1)(4) *
Chairman of the Board and 9
Chief Executive of the
Company.
John R. Block, 65, President, 1996 12,283 (2) *
Food Distributors
International (a trade
association whose members are
independent wholesale grocers
and food service
distributors). He is a
Director of Deere & Company
and Hormel Foods Corporation.
Richard Burt, 53, Chairman of 1996 9,428 (2) *
IEP Advisors, LLP(a direct
investment and advisory
services organization). Mr.
Burt is also the Chairman of
Weirton Steel Corporation and
a Director of Hollinger
International, Inc., Paine
Webber Mutual Funds, Deutsche
Banc Alex. Brown, Anchor
Gaming, and Homestake Mining
Company.
Mollie Hale Carter, 38, 1996 13,045,9 (2)(5) 2.17
Chairman, Sunflower Bank 95
and Vice President, Star A,
Inc. (a farming and ranching
operation).
G. O. Coan, 64, Chief 1995 3,502,03 (2)(6) *
Executive Officer of Gold 7
Kist Inc. (a farmer-owned
cooperative). He is a
Director of SunTrust Banks
Inc. and Cotton States Life
Insurance Company.
Herman de Boon, 53, Chief *
Executive Officer of Royal 2,000,00 (7)
Cebeco Group (an 0
international agri-food
cooperative).
F. Ross Johnson, 68, Chairman 1989 189,893 (2) *
of RJM Group, Inc. (an
international management and
advisory organization). He
is a Director of American
Express Company, Power
Corporation of Canada and
Noma Industries of Canada.
*
D. J. Mimran,33, Chief 1999 3,852,37
Executive Officer of Groupe 7 (2)(8)
Mimran and President of
Eurafrique, Sometra and Cavpa
(international grain trading
companies).
M. Brian Mulroney, 61, Senior 1993 22,611 (2) *
Partner in the law firm of
Ogilvy Renault. He is a
Director of Barrick Gold
Corporation, Petrofina S.A.,
The TrizecHahn Corporation,
Cendant Corporation, Quebecor
Inc. and Quebecor Printing,
Inc.
Robert S. Strauss, 81, 1992 60,223 (2) *
Partner in the law firm of
Akin, Gump, Strauss, Hauer &
Feld. Mr. Strauss is a
Director of Hollinger
International, Inc.
J. K. Vanier, 72, Chief 1978 10,925,6 (2)(9) 1.82
Executive Officer, Western 93
Star Ag. Resources,
Inc.(investments and
livestock).
O. G. Webb, 64, farmer. 1991 2,979,91 (2)(10 *
Former Chairman of the Board 8 )
and President, GROWMARK, Inc.
(a farmer-owned cooperative).
Andrew Young, 68, Chairman of 1997 19,117 (2) *
GoodWorks International (a
specialty consulting group).
Mr. Young is a Director of
Delta Airlines, Inc., Argus
Inc., Host Marriott
Corporation, Cox
Communication Inc. and Thomas
Nelson, Inc.
</TABLE>
* Less than 1% of outstanding shares
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(1) Includes shares allocated as a beneficiary under the Company's
Tax Reduction Act Stock Ownership Plan (TRASOP) and ADM Employee Stock
Ownership Plan (ESOP).
(2) Includes stock units allocated under the Company's Stock Unit
Plan for Nonemployee Directors that are deemed to be the
equivalent of outstanding shares of Common Stock for bookkeeping and
valuation purposes.
(3) Includes 19,467,943 shares in which Mr. Andreas disclaims any
beneficial interest,in trust for members of his family of which he is
a Trustee and in a partnership of which Mr. Andreas is the Managing
Partner which includes 188,310 shares held for Mr. G. Allen Andreas.
(4) Includes 3,604,985 shares in which Mr. Andreas disclaims any
beneficial interest, in trust for members of his family of which he is
a Trustee or has sole or shared voting power. Includes 83,353 shares
that are unissued but are subject to stock options exercisable within
60 days from the date of this Proxy Statement.
(5) Includes 4,515,463 shares owned by or in trust for members of Ms.
Carter's family in which Ms. Carter disclaims beneficial interest in
162,657 shares. Includes 8,508,935 shares held in family corporations
with respect to which Ms. Carter disclaims any beneficial interest in
7,963,091.
(6) Includes 3,485,113 shares owned by Gold Kist Inc. and 177 shares
owned by a member of Mr. Coan's family in which Mr. Coan disclaims any
beneficial interest.
(7) Includes 2,000,000 shares owned by Intrade N.V. of which Mr. de
Boon is Chairman of the Board of Supervisory Directors and in which he
disclaims any beneficial interest.
(8) Includes 1,440,000 shares of which Mr. Mimran has shared voting
power.
(9) Includes 117,399 shares owned by members of Mr. Vanier's family
in which he disclaims any beneficial interest. Includes 6,929,612
shares in various trusts of which Mr. Vanier is one of the Trustees
and in a corporation in which Mr. Vanier and members of his family
have certain beneficial interests (see footnote 5; Mr. Vanier is the
brother of Ms. Carter's mother and 3,721,383 of the reported shares
were also reported by Ms. Carter).
(10) Includes 2,965,821 shares owned by GROWMARK, Inc. in which Mr.
Webb disclaims any beneficial interest.
J. D. McNamara, B. D Kraft, C. T. Bayless and M. L. Andreas are four
of the five highest paid Executive Officers of the Company but are not
Directors of the Company.
J. D. McNamara beneficially owns 28,777 shares of Common Stock of
the Company, which number includes (1) shares allocated to him as a
beneficiary under the Company's ESOP, ADM Registered Retirement
Savings and Stock Purchase Plan and ADM Voluntary Stock Purchase Plan
and (2) 17,409 shares that are unissued but are subject to stock
options exercisable within 60 days from the date of this Proxy
Statement.
B. D Kraft beneficially owns 3,097,046 shares of Common Stock of the
Company, which number includes (1) shares allocated to him as a
beneficiary under the Company's TRASOP, ESOP and Tabor Employees
Profit Sharing Plan, (2) 99,006 shares in trusts for members of his
immediate family of which he is a Co-Trustee and in which he disclaims
any beneficial interest, and (3) 41,943 shares that are subject to
stock options exercisable within 60 days from the date of this Proxy
Statement.
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C. T. Bayless retired as Executive Vice President and Special
Assistant to the Chief Executive on June 30, 2000. Mr. Bayless
beneficially owns 208,631 shares of Common Stock of the Company, which
number includes (1) shares allocated to him as a beneficiary under the
Company's TRASOP and ESOP, (2) 195 shares owned by a member of his
family with respect to which he disclaims any beneficial interest, and
(3) 41,653 shares that are unissued but are subject to stock options
exercisable within 60 days from the date of this Proxy Statement.
M. L. Andreas beneficially owns 1,641,729 shares of Common Stock of
the Company, which number includes (1) shares allocated to him as a
beneficiary under the Company's TRASOP and ESOP, (2) 1,248,748 shares
owned by Andreas Corporation with respect to which he disclaims any
beneficial interest in 1,036,461 shares, (3) 142,391 shares in trusts
for members of his family and in which he disclaims any beneficial
interest, and (4) 33,637 shares that are subject to stock options
exercisable within 60 days from the date of this Proxy Statement.
Common Stock beneficially owned by all Directors and Executive
Officers as a group, numbering 42 persons including those listed
above, is 72,571,862 shares representing 12.06% of the outstanding
shares, of which 691,209 shares are unissued but are subject to stock
options exercisable within 60 days from the date of this Proxy
Statement.
G. Allen Andreas and M. L. Andreas are nephews of D. O. Andreas. G.
Allen Andreas and M. L. Andreas are cousins. Mollie Hale Carter is a
niece of J. K. Vanier.
Information Concerning Committees and Meetings
During the last fiscal year the Board of Directors of the Company
held five regularly scheduled meetings.
During the last fiscal year, the Board had Audit, Compensation,
Nominating, Succession, Public Policy, Corporate Governance, and
Executive Committees. The Audit Committee consisted of Messrs. Coan,
Block, Burt, Mimran, Young and Ms. Carter; the Compensation Committee
consisted of Messrs. Webb, Block, Coan, Johnson, Mimran and Vanier;
the Nominating Committee consisted of Ms. Carter and Messrs. Burt,
Coan and Young; the Succession Committee consisted of Messrs. Webb,
Coan, Johnson, Strauss and Vanier; the Public Policy Committee
consisted of Messrs. Mulroney, Block, Burt, Webb and Young; the
Corporate Governance Committee consisted of Messrs. Coan, Block, Burt,
Johnson, Mimran, Mulroney, Strauss, Vanier, Webb, Young and Ms.
Carter; and the Executive Committee consisted of Messrs. G. A.
Andreas, Coan and Strauss and Ms. Carter.
The Audit Committee, which met four times during the fiscal year,
reviews (1) the overall plan of the annual independent audit, (2)
financial statements, (3) scope of audit procedures, (4) the
performance of the Company's independent auditors and internal
auditors, (5) auditors' evaluation of internal controls, and (6)
matters of legal compliance.
The Compensation Committee, which met four times during the fiscal
year, reviews and establishes compensation of Officers, approves
direct annual compensation to any employee in the amount of $200,000
or more, approves awards to employees pursuant to the incentive
compensation plans of the Company, and approves modifications in
employee benefit plans with respect to the benefits salaried employees
receive under such plans. All of its actions are submitted to the
Board for ratification.
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The Nominating Committee, which met once during the fiscal year,
considers and recommends nominees to the Board. The Committee will
consider nominees recommended by a Stockholder provided the
Stockholder submits the nominee's name in a written notice delivered
to the Secretary of the Company at the principal executive offices of
the Company not less than sixty nor more than ninety days prior to the
anniversary date of the immediately preceding Annual Meeting of
Stockholders; provided that, in the event that the Annual Meeting is
called for a date that is not within thirty days before or after such
anniversary date, the notice must be so received not later than the
close of business on the tenth day following the day on which such
notice of the date of the Annual Meeting was mailed or public
disclosure of the date of the Annual Meeting was made, whichever first
occurs (different notice delivery requirements may apply if the number
of Directors to be elected at an Annual Meeting is being increased,
and there is no public announcement by the Company naming all of the
nominees or specifying the size of the increased Board at least one
hundred days prior to the first anniversary of the preceding year's
Annual Meeting). Any such notice must set forth the information
required by Section 1.4(c)of the Company's Bylaws, and must be
accompanied by the written consent of the proposed nominee to being
named as a nominee and to serve as a Director if elected.
The Succession Committee, which met twice during the fiscal year,
reviews and establishes the succession plans for the management of the
Company.
The Public Policy Committee, which met twice during the fiscal year,
reviews and recommends activities directed at fulfilling the social
responsibility of the Company.
The Corporate Governance Committee, which met once during the fiscal
year, assesses Board and Committee effectiveness and establishes and
approves performance criteria for evaluation of the Chief Executive.
The Executive Committee, which did not meet during the fiscal year,
exercises the power and authority of the Board in the management and
direction of the business and affairs of the Company when the Board is
not in session.
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Executive Compensation
The following table sets forth information concerning the Company's Chief
Executive and the four other most highly paid Executive Officers of the Company.
<TABLE>
<CAPTION>
Summary Compensation Table
<S> <C> <C> <C> <C> <C> <C>
<C>
Long Term Compensation
Annual Compensation All
Name and Securities
Principal Fiscal Other Annual Restricted
Underlying Other
Position Year Salary Bonus Compensation Stock Awards Options
Compensation
_________ ______ ($)_ _($)_ ___($)______ _____($)____ (#)(2)____ ($)(3)
__
G. A. Andreas20002,373,972-0- 69,419(4) -0- 500,000 8,500
Chairman and 19992,437,698-0- -0- -0- 118,123 8,000
Chief Executive 19982,128,495 -0- -0- -0- -0- 8,000
J. D. McNamara, 20001,198,751 -0- -0- -0- 300,000 8,500
President 1999 625,543 -0- -0- -0- 47,250 8,000
1998 257,212(1) -0- -0- -0- -0- 8,000
C. T. Bayless, 2000 996,507 -0- -0- 245,313(5) -0- 8,500
(Retired) 1999815,349 -0- -0- -0- 31,499
8,000
Executive Vice 1998 628,728 -0- -0- -0- -0-
8,000
President and
Special Assistant
to the Chief
Executive
B. D Kraft 2000994,735 -0- -0- -0- -0-
8,500
Senior Vice 1999947,744 -0- -0- -0- 20,999
8,000
President 1998861,502 -0- -0- -0- -0-
8,000
M. L. Andreas,2000781,507 -0- -0- -0- 100,000
8,500
Senior Vice 1999748,445 -0- -0- -0- 20,999
8,000
President and 1998701,186 -0- -0- -0- -0-
8,000
Assistant to the
Chief Executive
</TABLE>
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(1) Salary paid all or in part in Canadian currency and converted to
U.S. currency based on an exchange rate of $1.4730 on June 30, 1999.
(2) Number of options granted in fiscal year indicated and adjusted
for all stock dividends and stock splits paid to date.
(3) These amounts represent the Company's matching contribution under
the ESOP in calendar years 1998, 1999 and 2000. The Company converted
the ESOP, formerly called the ADM Savings and Investment Plan, to an
employee stock ownership plan effective April 1, 1998. This is a
contributory plan available to all salaried employees, as well as
hourly employees at specific locations, who have completed one year of
service with the Company. For most locations employees can contribute
1% to 10% of regular earnings and the Company's matching contribution
is equal to 100% of the first 4% and 50% of the next 2% of the
employee's contribution. The maximum employee contribution in
calendar years 1998,1999 and 2000 was $10,000. The employees' and the
Company's contributions are used to purchase Common Stock of the
Company from the Company. After age 55, employees with 10 or more
years of service are offered investment options as required by IRS
regulations for employee stock ownership plans. All contributions are
fully-vested to the participants; however, there are withdrawal
restrictions.
(4) Includes $45,203 for personal use of company-owned aircraft in
2000. Amounts for Other Annual Compensation are reported on a
calendar year basis.
(5) On June 29, 2000, Mr. C. T. Bayless was granted a restricted
stock award in the amount of 25,000 shares valued at $245,313 as of
June 30, 2000. The restricted stock shall vest on June 30, 2002, and
all dividends shall be paid to Mr. Bayless. This grant was made
pursuant to the Incentive Compensation Plan approved at the 1999
Annual Meeting of Stockholders.
During the last fiscal year, compensation for nonemployee Directors
consisted of an annual retainer of $100,000, at least one-half of
which will be paid in stock units pursuant to the Company's Stock Unit
Plan for Nonemployee Directors.
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<TABLE>
<CAPTION>
Stock Option Grants In Last Fiscal Year
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
<S> <C> <C> <C> <C> <C> <C> <C>
Percent
of
Number Total
of Options
Securiti Granted Exercis
esUnderl to e or
ying Employe Base Expirati 0%($) 5%($) 10% ($)
Name Options es in Price on Date (2) (2) (2)
Granted Fiscal ($/Sh)
(#) (1) Year
G. A. 166,667 3.02 10.0000 5/1/2010 -0- 2,656,672
Andreas 881,668
166,667 3.02 12.5000 5/1/2010 -0- 2,240,004
631,668
166,666 3.02 15.0000 5/1/2010 -0- 1,823,326
215,000
J. D. 100,000 1.81 10.0000 5/1/2010 -0- 1,594,000
McNamara 529,000
100,000 1.81 12.5000 5/1/2010 -0- 1,344,000
379,000
100,000 1.81 15.0000 5/1/2010 -0- 1,094,000
129,000
M. L. 33,334 .60 10.0000 5/1/2010 -0- 531,344
Andreas 176,337
33,333 .60 12.5000 5/1/2010 -0- 447,996
126,332
33,333 .60 15.0000 5/1/2010 -0- 364,663
43,000
</TABLE>
(1) For the period July 1, 1999 through June 30,2000 the Executive Officers
named above were granted ten year incentive and non-qualified stock options
exercisable in equal annual increments commencing on the second through the
tenth anniversary dates.
(2) The hypothetical potential appreciation shown in these columns reflects the
required calculations at annual rates of 0%, 5% and 10% set by the
Securities and Exchange Commission, and is not intended to represent either
historical appreciation or anticipated future appreciation of the Company's
Common Stock price.
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Aggregated Option Exercises in Fiscal Year and
Fiscal Year-End Option Values (1)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Name Shares Value Number of Unexercised Value of Unexercised
Acquired on Realized Options at Fiscal Year- In-the-Money Options
Exercise ($) End (#) at Fiscal Year-End ($)
(#)
_____________ ___________ _________ _________ ___________ _________ ___________
___ __ __ __ __ __ __
Exercisab Unexercisab Exercisab Unexercisab
le le le le
G. A. Andreas -0- -0- 72,975 699,196 -0- -0-
J. D. -0- -0- 15,283 362,091 -0- -0-
McNamara
B. D Kraft -0- -0- 36,627 55,382 -0- -0-
M. L. Andreas -0- -0- 29,383 147,265 -0- -0-
C. T. Bayless -0- -0- 41,653 -0- -0- -0-
</TABLE>
(1) Table reflects adjustments for stock dividends and stock splits paid to
date.
The Company has a Retirement Plan for Salaried Employees (the "Plan"). The
Company made a contribution to the Plan for calendar and Plan year 1999 equal to
the required minimum ERISA contribution. The following table shows the
estimated annual benefits payable as a life annuity, upon normal retirement, to
persons in specified salary and years-of-service classifications:
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<TABLE>
<CAPTION>
5 Year Average Base For Years of Credited Service Shown Below
Compensation 10 20 30 35
_____________________________________________________________________
<S> <C> <C> <C> <C>
$200,000 $ 33,070 $ 66,139 $ 99,209 $
104,209
400,000 68,070 136,139 204,209
214,209
600,000 103,070 206,139 309,209
324,209
800,000 138,070 276,139 414,209
434,209
1,000,000 173,070 346,139 519,209
544,209
1,200,000 208,070 416,139 624,209
654,209
1,400,000 243,070 486,139 729,209
764,209
1,600,000 278,070 556,139 834,209
874,209
1,800,000 313,070 626,139 939,209
984,209
</TABLE>
The pension amount is based on the final average monthly
compensation (average of the 60 consecutive months of the last 180
months which produce the highest average). For purposes of the Plan,
the term "compensation" is defined as base compensation ("Salary" as
shown in the Summary Compensation Table) paid during the Plan year.
The pension amount is calculated as follows: final average monthly
compensation times 36% plus 16.5% of final average compensation in
excess of covered compensation for the first 30 years of service plus
0.5% of final average compensation for each year in excess of 30 years
of service and additional early retirement reduction when the pension
commences prior to age 65. The normal retirement age under the Plan
is age 65 with 5 years of service. The 5 year average compensation
for purposes of the Plan of each of the five highest paid Executive
Officers of the Company and the number of years of service rounded to
the nearest year and credited to each of them under the Plan was as
follows: G. A. Andreas $1,460,283 (27 years); B. D Kraft $819,667 (24
years); M. L. Andreas $682,825 (28 years); J.D. McNamara $646,229 (20
years); C. T. Bayless $602,333 (42 years).
Various provisions of the Internal Revenue Code of 1986 limit the
amount of benefits payable under a qualified pension plan. When these
limits operate to reduce a pension benefit payable under the Plan, the
Company will provide additional amounts so that the total annual
pension will be as provided in the Plan.
Compensation Committee Report
The Compensation Committee (the "Committee") is comprised of six
independent directors. The Committee reviews and establishes the
compensation of the officers of the Company, approves the direct
annual compensation to any employee in the amount of $200,000 or more,
approves awards to employees pursuant to the incentive compensation
plans of the Company, and approves modifications in the employee
benefit plans with respect to the benefits salaried employees receive
under such plans. All actions of the Committee are submitted to the
Board of Directors for ratification.
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The objective of the Company's compensation program is to provide
annual compensation to the employees and executives of the Company
that is competitive with that for comparable employment,
responsibilities and performance in major industries on a worldwide
basis. The Committee, whose members are investors and business
leaders, is generally familiar with compensation packages offered by
peer group companies. The Committee also familiarizes itself with
various forms and types of remuneration from general news reports,
periodicals and reports of other public corporations, as well as by
consultation with compensation experts from nationally recognized
firms. In determining an officer's or other employee's compensation,
the Committee considers, in addition to these factors, the
individual's job performance, the Company's ability to pay and growth
record, cost of living increases, and in the case of all individuals
except the Chief Executive, the recommendations of management and the
individual's supervisors.
The compensation program of the Company consists principally of
salary and from time-to-time, not necessarily annually, an award of
stock options or other form of long term incentive compensation.
Historically, stock options have been granted at the market price on
the date granted and are exercisable in increments over a five or ten
year term. Bonuses are not a part of the compensation program, nor
do any executives, including the Chief Executive, have employment
contracts. The reportable compensation of all employees is adjusted
to reflect the personal use, if any, of Company-owned facilities.
This year, to further align executive compensation with increases in
stockholder value, the top eight members of senior management,
including the Chief Executive and President, received no salary
increases, but were granted stock options which are exercisable in
increments between 2002 and 2010 at strike prices of $10.00, $12.50,
and $15.00 per share. These strike prices were at or above the market
price of the Company's stock on the date of grant.
The compensation for the Chief Executive was established by the
Committee considering all of the factors previously described in this
Report. The Committee proposed and the Board of Directors approved no
change in the $2.4 million annual salary for the Chief Executive and
granted stock options to him for 500,000 shares of Company stock,
exercisable over the period and with one-third of such shares at each
of the strike prices referenced in the preceding paragraph. The
Corporate Governance Committee, comprised of all of the non-management
directors, evaluates the performance of the Chief Executive. The
evaluation of the Corporate Governance Committee is then forwarded to
the Compensation Committee which establishes the compensation for the
Chief Executive.
Section 162(m) of the Internal Revenue Code generally disallows a
tax deduction to public corporations for compensation paid in excess
of $1,000,000 annually to each of the corporation's chief executive
officer and four other most highly compensated executive officers.
One of the exceptions to this deduction limit is for qualifying
"performance-based" compensation. The Company's incentive
compensation plans have been designed to qualify as performance-based
compensation plans satisfying this exception. However, certain other
compensation paid to the Company's executive officers will be subject
to the deduction limitation. The Committee believes, in order to
retain the flexibility to compensate its executive officers in a
competitive environment in accordance with the principles discussed
above, that it would be inadvisable to adopt a strict policy of
compliance with Section 162(m) in all cases. The Committee will,
however, continue to consider future opportunities for compliance with
Section 162(m) that it feels are in the best interests of the Company
and its stockholders. The Committee also believes that the amount of
any expected loss of a tax deduction under Section 162(m) will be
insignificant to the Company's overall tax position.
O. G. Webb, Chairman
J. R. Block
G. O. Coan
F. R. Johnson
D. J. Mimran
J. K. Vanier
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Comparison of Five Year Cumulative Total Return
Among Archer-Daniels-Midland Company (ADM), the S & P Foods Index
and the S & P 500 Index
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Measurement Period ADM S & P Foods S & P 500
(Fiscal Year Covered) Index Index
__________________ ___ __________ _________
Measurement Pt - 06/30/95 $100 $100 $100
FYE 06/30/96 $109 $118 $126
FYE 06/30/97 $142 $165 $170
FYE 06/30/98 $124 $207 $221
FYE 06/30/99 $105 $187 $271
FYE 06/30/00 $ 71 $164 $291
</TABLE>
$100 invested on 06/30/95 in stock or index
including reinvestment of dividends.
Fiscal year ending June 30.
Graph produced in accordance with SEC regulations by Research Data
Group, Inc.
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Certain Relationships and Related Transactions
During the fiscal year ended June 30, 2000, the Company retained the
services of the law firms of Akin, Gump, Strauss, Hauer & Feld of
which Robert S. Strauss, a director of the Company, is a partner and
Ogilvy Renault of which M. Brian Mulroney, a director of the Company,
is the senior partner. The Company may continue to retain the
services of, and refer specific matters to, these firms during the
next fiscal year.
Auditors
The firm of Ernst & Young LLP, independent auditors, has audited the
records of the Company for many years. The Board of Directors wishes
to continue the services of this firm for the fiscal year ending June
30, 2001, and the Stockholders' ratification of such appointment is
requested. Representatives of Ernst & Young LLP will attend the
Annual Meeting and will be available to respond to appropriate
questions.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of copies of reports furnished to the
Company during the fiscal year ended June 30, 2000, the following
persons filed the number of late reports or failed to file
reports/representing the number of transactions set forth after his
name: D. Garceau 1 report/1 transaction and C. T. Bayless 1 report/1
transaction.
STOCKHOLDER'S PROPOSAL NO. 1
The following proposal and supporting statement have been submitted
by Martin Glotzer, 7061 North Kedzie, Chicago, Illinois 60645 and/or
The Ruffy Corp., 29 East 64th Street, New York, New York 10021-7043.
Mr. Glotzer and The Ruffy Corp. hold 115 shares and 546 shares of
Company stock, respectively:
Stockholder Proposal: Cumulative Voting
RESOLVED: That the stockholders of Archer-Daniels-Midland Company,
assembled in annual meeting in person and by proxy, hereby
request the Board of Directors to take the steps necessary to
provide for cumulative voting in the election of directors, which
means each stockholder shall be entitled to as many votes as shall
equal the number of shares he or she owns multiplied by the number
of directors to be elected, and he or she may cast all of such
votes for a single candidate, or any two or more of them as he or
she may see fit.
REASONS
Strong support along the lines we suggest were shown at the 1999
annual meeting when 153,732,154 shares (34.3%), were cast in favor
of this proposal.
We believe the board of directors of Archer-Daniels-Midlands should
adopt cumulative voting in the election of directors as part of its
program of corporate governance.
Provision for cumulative voting brings to the corporate system a
means by which a significant group of stockholders, though in the
minority, can elect candidates of its choice, making a more diverse
board of directors.
If you agree, please mark your proxy for this resolution; otherwise
it is automatically cast against it, unless you have marked to
abstain.
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Recommendation of the Board of Directors Against the Proposal
The Board of Directors believes that each Director should be chosen
for his or her qualifications and ability to serve the Company and all
of its Stockholders. Cumulative voting introduces the possibility of
a director being committed to serve the special interests of a small
fraction responsible for the Director's election, rather than the best
interests of the Stockholders as a whole. The present system of
voting for the election of Directors avoids the conflict created when
a Director is elected by a narrow constituency. The Company's
Stockholders defeated similar proposals at the 1996, 1998 and 1999
Annual Meetings.
The Board of Directors recommends that Stockholders vote AGAINST
this Stockholder proposal. Proxies solicited by the Board of
Directors will be so voted unless Stockholders specify a different
choice.
STOCKHOLDER'S PROPOSAL NO. 2
The following proposal and supporting statement have been submitted
jointly by Maryknoll Sisters, P. O. Box 311, Maryknoll, New York 10545-
0311 and the Sisters of St. Dominic, Office of Corporate
Responsibility, 52 Old Swartswood Station Road, Newton, NJ 07860-5103.
Maryknoll Sisters and Sisters of St. Dominic hold 5,250 shares and
1,400 shares of Company stock, respectively:
Stockholder Proposal: Genetically Engineered Products
WHEREAS: International markets for genetically engineered (GE)
foods are threatened by extensive resistance;
Several of Europe's largest food retailers, including Tesco,
Sainsbury Group, Carrefour, and Rewe, have committed to
removing GE ingredients from their store-brand products, as
have U.S. retailers Whole Foods Market and Wild Oats
Markets;
In the UK, three fast-food giants -- McDonalds, Burger King,
and Kentucky Fried Chicken -- are eliminating GE soya
and corn ingredients from their menus;
McCain Foods of Canada, the largest potato and frozen
french fry processor in the world, announced they would no
longer accept Bt potatoes for their brand-name products
(11/99);
Gerber Products Co. announced in July 1999 that they would
not allow GE corn or soybeans in any of their baby foods;
Frito Lay, a division of Pepsico, asked its farmers from
whom it purchases corn for its chips to provide only
non-genetically engineered corn (January 2000);
Once in effect, the Biosafety Protocol, approved by
representatives of more than 130 countries (January, 2000),
will require that genetically engineered organisms (GEOs)
intended for food, feed and processing must be labeled "may
contain" GEOs and countries can decide whether to import
those commodities based on a scientific risk assessment.
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There is scientific concern that genetically engineered
agricultural products may be harmful to humans, animals, or the
environment;
The U. S. Department of Agriculture has acknowledged
(7/13/1999) the need to develop a comprehensive approach
to evaluating long-term and secondary effects of GE
products.
Some GE crops have been engineered to have higher levels of
toxins, such as Bacillus thuringiensis (Bt), to make them
insect-resistant;
In 1998, research showed that Bt crops are building up Bt
toxins in the soil, thereby harming soil ecology and beneficial
organisms and insects;
In 1999, the European Union proposed the suspension of
approval of new genetically engineered organisms until a
new safety law for genetically engineered organisms is
implemented in 2002. This followed a new study that show Bt
corn pollen may harm monarch butterflies.
In the U.S., we have a long tradition of citizens "Right to
Know"; an expression of this includes the current laws requiring
nutritional labeling of foods;
A January 1999 Time/CNN poll indicted that 81% of Americans
said that GE food should be labeled as such;
GE crops may incorporate genes from animal species.
Individuals can not avoid them for religious or ethical
reasons unless they are labeled;
The European Union requires labeling of GE foods, and
labeling has been proposed by governmental authorities in
Japan, New Zealand, and Australia.
RESOLVED: Shareholders request the Board of Directors to adopt a
policy of removing genetically engineered crops, organisms, or
products thereof from all products sold or manufactured by the
company, where feasible, until long-term safety testing has shown
that they are not harmful to humans, animals, and the environment;
with the interim step of labeling and identifying these products
that may contain these ingredients, and reporting to the shareholders
by January, 2001.
Recommendation of the Board of Directors Against the Proposal
The United States Food and Drug Administration (the "FDA") is the
federal agency primarily responsible for insuring the safety of food
and food ingredients. These products are also regulated by the United
States Department of Agriculture ("USDA"). The FDA and USDA have
subjected biotechnology products to analysis based upon sound
scientific principles. The Board is not aware that the FDA, the USDA
or any other regulatory agency has found or believes that food and
food ingredients developed by these techniques, as a class, present
any different or greater safety concerns than food and food
ingredients developed from traditional sources.
The FDA requires labeling of genetically engineered foods if the
food is significantly changed from its traditional form. This
proposal would require the Company to unilaterally adopt a different
standard for labeling which the Board believes would result in
inconsistency and confusion.
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It is the opinion of the Board that the adoption of this proposal
would cause the Company to sacrifice flexibility in responding to its
customers demands and to operate at a significant disadvantage to its
competitors that have not implemented similar policies. Whether
through compliance costs, such as increased raw material and handling
costs, or loss of customers, the adoption of this proposal could
result in a significant adverse impact on the Company. Similar
proposals have been submitted to several food and food ingredients
companies and the Board is not aware that the stockholders of any of
these companies have given more than minimal support to such a
proposal.
While the Board recognizes the ongoing debate regarding
genetically engineered foods, the Board believes that these issues
should be resolved uniformly by the appropriate governmental agencies
which can evaluate all aspects of the issues in a balanced, fully-
informed manner utilizing sound scientific principles.
Accordingly, the Board of Directors recommends that Stockholders
vote AGAINST this Stockholder proposal. Proxies solicited by the
Board of Directors will be so voted unless Stockholders specify a
different choice.
Deadline for Submission of Stockholder Proposals
Proposals of Stockholders intended to be presented at the next
Annual Meeting and desired to be included in the Company's Proxy
Statement for that meeting must be received by the Secretary, Archer-
Daniels-Midland Company, 4666 Faries Parkway, Decatur, Illinois,
62526, no later than May 21, 2001, in order to be included in such
Proxy Statement. Generally, if written notice of any Stockholder
proposal intended to be presented at the next Annual Meeting is not
delivered to the Secretary at the above address between July 27, 2001
and August 28, 2001 (or, if the next Annual Meeting is called for a
date that is not within the period from September 26, 2001 to November
25, 2001, if such notice is not so delivered by the close of business
on the tenth day following the earlier of the date on which notice of
the date of such Annual Meeting is mailed or public disclosure of the
date of such Annual Meeting is made), or if such notice does not
contain the information required by Section 1.4(c) of the Company's
Bylaws, the chair of the Annual Meeting may declare that such
Stockholder proposal be disregarded.
Other Matters
It is not contemplated or expected that any business other than that
pertaining to the subjects referred to in this Proxy Statement will be
brought up for action at the meeting, but in the event that other
business does properly come before the meeting calling for a
Stockholders' vote, the Proxy Committee will vote thereon according to
its best judgment in the interest of the Company.
By Order of the Board of Directors
ARCHER-DANIELS-MIDLAND COMPANY
September 18, 2000 D. J. Smith, Secretary
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Please Fill In and Sign the Accompanying Form of Proxy and Mail as
Soon as Possible
In the Enclosed Addressed Envelope. No Postage is Necessary.
ANNUAL MEETING OF STOCKHOLDERS
YOU ARE URGED TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS THIS
YEAR. THE MEETING WILL BE HELD AT 11:00 A.M. ON THURSDAY, OCTOBER 26,
2000, AT THE JAMES R. RANDALL RESEARCH CENTER, 1001 BRUSH COLLEGE
ROAD, DECATUR, ILLINOIS.
ADMITTANCE TO THE ANNUAL MEETING WILL BE LIMITED TO STOCKHOLDERS.
IF YOU ARE A STOCKHOLDER OF RECORD AND PLAN TO ATTEND, PLEASE DETACH
THE ADMISSION TICKET FROM THE TOP OF YOUR PROXY CARD AND BRING IT WITH
YOU TO THE ANNUAL MEETING. THE NUMBER OF PEOPLE ADMITTED WILL BE
DETERMINED BY HOW THE SHARES ARE REGISTERED, AS INDICATED ON THE
ADMISSION TICKET. IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE HELD BY A
BROKER, BANK OR OTHER NOMINEE, PLEASE REQUEST AN ADMISSION TICKET BY
WRITING TO: ARCHER-DANIELS-MIDLAND COMPANY SHAREHOLDER RELATIONS,
4666 FARIES PARKWAY, DECATUR, IL 62526-5666. EVIDENCE OF YOUR STOCK
OWNERSHIP, WHICH YOU CAN OBTAIN FROM YOUR BROKER, BANK OR NOMINEE,
MUST ACCOMPANY YOUR LETTER. STOCKHOLDERS WHO ARE NOT PRE-REGISTERED
WILL ONLY BE ADMITTED TO THE MEETING UPON VERIFICATION OF STOCK
OWNERSHIP. THE NUMBER OF TICKETS SENT WILL BE DETERMINED BY THE
MANNER IN WHICH SHARES ARE REGISTERED. IF YOUR REQUEST IS RECEIVED BY
OCTOBER 20, 2000, AN ADMISSION TICKET WILL BE MAILED TO YOU. ALL
OTHER ADMISSION TICKETS CAN BE OBTAINED AT THE REGISTRATION TABLE
LOCATED AT THE JAMES R. RANDALL RESEARCH CENTER LOBBY BEGINNING AT
9:30 A.M. ON THE DAY OF THE ANNUAL MEETING.
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