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As filed with the Securities and Exchange Commission on July 31, 2000
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>
<CAPTION>
<S> <C> <C>
Delaware 41-0129150
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
4666 Faries Parkway 62526
Decatur, Illinois (Zip Code)
(Address of principal
executive offices)
</TABLE>
401(k) PLAN FOR SALARIED EMPLOYEES
401(k) PLAN FOR HOURLY EMPLOYEES
(Full title of the plans)
<TABLE>
<CAPTION>
<S> <C> <C>
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)
</TABLE>
Telephone number, including area code, of agent for service: (217)
424-5200
______________________
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
Securities to be offering offering Registrati
to registered price price (1) (2) on
be (1) per share Fee
registered (1) (2)
Common Stock
(without par 2,000,000 $9.97 $19,940,000 $5,265.
value) shares
Interests in
the Plans N/A N/A N/A N/A
(3)
</TABLE>
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(1) The Registration Statement relates to 1,400,000 shares of Common
Stock to be offered pursuant to the Registrant's 401(k) Plan for
Salaried Employees and 600,000 shares of Common Stock to be
offered pursuant to the Registrant's 401(k) Plan for Hourly
Employees.
(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
July 27, 2000, as reported on the New York Stock Exchange
Composite Tape.
(3) Pursuant to Rule 416(c), this Registration Statement also covers
an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plans described herein. In
accordance with Rule 457(h)(2), no separate fee is required with
respect to plan interests.
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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, 1999 (which incorporates by
reference certain portions of the Company's 1999 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 21, 1999) (File No. 001-00044).
(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. 001-00044).
(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 to be 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.
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
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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 or officer
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
bylaw 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 VI 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.
Item 8. Exhibits.
Exhibit Description
4.1 Composite Certificate of Incorporation,
as amended, filed on September 22, 1999
as Exhibit (3)(i) to Form 10-K for the
year ended June 30, 1999, is
incorporated herein by reference.
4.2 Bylaws, as amended and restated, filed
on May 12, 2000 as Exhibit 3(ii) to Form
10-Q for the quarter ended March 31,
2000, is incorporated herein by
reference.
4.3 401(k) Plan for Salaried Employees
4.4 401(k) Plan for Hourly Employees
5.1 Opinion of David J. Smith.
5.2 The Registrant undertakes to submit the
Plans, as amended, to the Internal
Revenue Service ("IRS") in a timely
manner for a determination letter as to
the Plans' qualified status, and the
Registrant will make all changes
required by the IRS in order to qualify
the Plans.
23.1 Consent of David J. Smith (contained in
Exhibit 5 to this Registration
Statement).
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23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney.
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 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 July 31, 2000.
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 July 31, 2000.
Signature Title
/s/ G. Allen Andreas, Jr. Chairman and Chief
Executive Officer
G. Allen Andreas, Jr. (Principal Executive Officer)
/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* Chairman Emeritus of the Board of Directors
G. Allen Andreas, Jr.* Director
John R. Block* Director
Richard R. Burt* Director
Mollie Hale Carter* Director
Gaylord O. Coan* Director
F. Ross Johnson* Director A majority of the Board of
Directors
David J. Mimran* Director
M. Brian Mulroney* Director
Robert S. Strauss* Director
J.K. Vanier* Director
O.G. Webb* 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
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INDEX TO EXHIBITS
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Method
Exhib Description Of Filing
it
4.1 Composite Certificate of Incorporation, as Incorporate
amended d by
Reference
4.2 Bylaws, as amended and restated Incorporate
d by
Reference
4.3 401(k) Plan for Salaried Employees Filed
Electronica
lly
4.4 401(k) Plan for Hourly Employees Filed
Electronica
lly
5.1 Opinion of David J. Smith Filed
Electronica
lly
5.2 The Registrant undertakes to submit the
Plans, as amended, to the Internal Revenue
Service ("IRS") in a timely manner for a
determination letter as to the Plans'
qualified status, and the Registrant will
make all changes required by the IRS in
order to qualify the Plans.
23.1 Consent of David J. Smith
(contained in Exhibit 5 to this Registration
Statement)
23.2 Consent of Ernst & Young LLP Filed
Electronica
lly
24 Powers of Attorney Filed
Electronica
lly
</TABLE>
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 for the registration of 2,000,000 shares of Archer-Daniels-Midland
Company common stock pertaining to the 401(k) Plan for Salaried Employees and
the 401(k) Plan for Hourly Employees of Archer-Daniels-Midland Company of our
report dated July 30, 1999 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, 1999 filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
St. Louis, Missouri
July 31, 2000
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