-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BgC4I0pyJGt4mdopyLN5vc7PpoX9BZKe9tmmMVUr8bxiG282kSG8J+mKpMBdaUPV GOdZlEhpFBVU/8dbd+AA7Q== 0000007084-97-000005.txt : 19970401 0000007084-97-000005.hdr.sgml : 19970401 ACCESSION NUMBER: 0000007084-97-000005 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970331 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARCHER DANIELS MIDLAND CO CENTRAL INDEX KEY: 0000007084 STANDARD INDUSTRIAL CLASSIFICATION: FATS & OILS [2070] IRS NUMBER: 410129150 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-13233 FILM NUMBER: 97571438 BUSINESS ADDRESS: STREET 1: 4666 FARIES PKWY CITY: DECATUR STATE: IL ZIP: 62526 BUSINESS PHONE: 2174245200 S-3/A 1 AMENDMENT NO. 3 TO S-3 FILED NOVEMBER 8, 1996 PAGE 1 Registration No. 333-13233 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARCHER-DANIELS-MIDLAND COMPANY (Exact name of Registrant as specified in its charter) Delaware 41-0129150 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) 4666 Faries Parkway Decatur, Illinois 62526 217/424-5200 (Address and telephone number of Registrant's principal executive offices) R. P. Reising Vice President, Secretary and General Counsel Archer-Daniels-Midland Company 4666 Faries Parkway Decatur, Illinois 62526 217/424-5200 (Name, address and telephone number of agent for service) Copies to: James Nicholson D. J. Smith Faegre & Benson Assistant Secretary and 2200 Norwest Center Assistant General Counsel 90 South Seventh Street Archer-Daniels- Midland Company Minneapolis, Minnesota 55402 4666 Faries Parkway Decatur, Illinois 62526 Approximate date of commencement of proposed sale of the securities to the public: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. __ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. _X_ 1 PAGE 2 1,221,717 Shares ARCHER-DANIELS-MIDLAND COMPANY Common Stock (Without Par Value) The Common Stock of Archer-Daniels-Midland Company (the "Company") is listed on the New York Stock Exchange. The last reported sale price of the Common Stock on the New York Stock Exchange on March 27, 1997 was $18.25 per share. See "Price Range of Common Stock". This Prospectus relates to shares of Common Stock of the Company (the "Shares") which may be sold by the selling shareholders named under "Selling Shareholders". The Company will receive none of the proceeds from the sale of such shares. The Company will pay the expenses of the offering, estimated at $31,000. The distribution of the Shares by the Selling Shareholders may be effected from time to time in one or more transactions (which may involve block transactions) on the New York Stock Exchange or otherwise, in special offerings, exchange distributions or secondary distributions pursuant to and in accordance with the rules of the New York Stock Exchange, in the over-the-counter market, in negotiated transactions, or a combination of such methods of sale, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Shareholders may effect such transactions by selling Shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the Selling Shareholders and/or purchasers of Shares for whom they may act as agent (which compensation may be in excess of customary commissions). See "Plan of Distribution". THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this Prospectus in connection with the offer made by this Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized. This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation. The delivery of this Prospectus at any time shall not under any circumstances create an implication that there has been no change in the affairs of the Company since the date hereof. The date of this Prospectus is _________, 1997. 2 PAGE 3 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated in and made a part of this Prospectus by reference: the Company's Annual Report on Form 10-K for the year ended June 30, 1996 (which incorporates by reference certain portions of the Company's 1996 Annual Report to Shareholders, including financial statements and notes thereto, and certain portions of the Company's definitive Notice and Proxy Statement for the Company's Annual Meeting of Shareholders to be held on October 17, 1996), the Company's Quarterly Reports on Form 10-Q for the quarters ended September 30, 1996 and December 31, 1996, and the description of the Company's Common Stock included in registration statements and reports filed under the Exchange Act. All reports and any definitive proxy or information statements filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Shares offered hereby shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person, including any beneficial owner, to whom a copy of the Prospectus is delivered, on the written or oral request of any such person, a copy of any or all of the documents incorporated herein by reference (other than exhibits not specifically incorporated in such documents). Requests for such copies should be directed to the Secretary, Archer-Daniels-Midland Company, 4666 Faries Parkway, Decatur, Illinois 62526 (telephone number 217/424-5200). ADDITIONAL INFORMATION The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities of the Commission at 450 Fifth Street N.W., Washington, D.C. 20549, and at the following regional offices of the Commission: 7 World Trade Center, Suite 1300, New York, New York 10048, and Northwestern National Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661; and copies of such materials can be obtained from the public reference facilities of the Commission at 450 Fifth Street N.W., Washington, D.C. 20549, at prescribed rates. Additionally, copies of reports, proxy statements and other information filed with the Commission electronically by the Company may be inspected by accessing the Commission's Internet site at http://www.sec.gov. The Company's Common Stock is listed on the New York Stock Exchange and the Midwest Stock Exchange, and reports, proxy statements and other information regarding the Company can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005 and at the offices of the Midwest Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60603. Additional information regarding the Company and the Shares offered hereby is contained in the Registration Statement, and exhibits thereto, in respect of the Shares offered hereby, filed with the Commission under the Securities Act of 1933. For further information regarding the Company and the Shares offered hereby, reference is made to the Registration Statement, and exhibits thereto, which may be inspected without charge at the offices of the Commission at 450 Fifth Street N.W., Washington, D.C. 20549, and copies thereof may be obtained from the Commission at prescribed rates. Additionally, copies of reports, proxy statements and other information filed with the Commission electronically by the Company may be inspected by accessing the Commission's Internet site at http://www.sec.gov. 3 PAGE 4 THE COMPANY Archer-Daniels-Midland Company (the "Company") is a major processor of agricultural products for the food and feed industries. It is one of the largest oilseed and vegetable oil processors, corn refiners, fuel alcohol producers and wheat millers in the United States. The Company was incorporated in Delaware in 1923 as the successor to a business formed in 1902. The Company's executive offices are located at 4666 Faries Parkway, Decatur, Illinois 62526 (telephone number 217/424-5200). References herein to the Company relate to Archer-Daniels-Midland Company, its subsidiaries and their predecessors unless otherwise noted or indicated by the context. RECENT DEVELOPMENTS On October 31, 1996, the Company announced the formation of the office of the Chief Executive. The office of the Chief Executive consists of Mr. Dwayne Andreas, the Chairman and Chief Executive of the Company, Mr. James Randall, the President of the Company, Mr. Charlie Bayless, Group Vice President of the Company and the President of the Processing Division, and Mr. G. Allen Andreas, Vice President of the Company and Counsel to the Executive Committee of the Board of Directors. The members of the Office of the Chief Executive will function as a team. LEGAL PROCEEDINGS As described in the Notes to Financial Statements and Management's Discussion of Operations and Financial Condition set forth in the Company's Quarterly Reports on Form 10-Q for the quarters ended September 30 and December 31, 1996 incorporated herein by reference, the Company has made provisions to cover assessed fines, litigation settlements and related costs and expenses described therein. However, because of the early stage of other putative class actions described therein, including those related to high fructose corn syrup, the ultimate outcome and materiality of these matters cannot presently be determined. Accordingly, no provision for any liability that may result therefrom has been made in the Company's consolidated financial statements. DIVIDENDS The Company has paid cash dividends on its Common Stock in each year since 1927 and consecutive quarterly cash dividends since 1932. The payment of future dividends will be determined by the Board of Directors based upon the level of earnings, the financial condition of the Company and other relevant factors. PRICE RANGE OF COMMON STOCK The Common Stock of the Company is listed on the New York Stock Exchange. The following table shows for the calendar periods indicated the high and low sales prices (rounded to the nearest 1/8) of the Company's Common Stock on the New York Stock Exchange, Inc. Composite Tape, as reported by The Wall Street Journal, adjusted for stock dividends paid through the date hereof: High Low 1995: First quarter.......... 19 16-1/2 Second quarter......... 18 16-3/8 Third quarter ......... 17-1/4 13-5/8 Fourth quarter......... 17-1/2 14-1/8 1996: First quarter ......... 18-3/4 16 Second quarter ........ 19-1/4 17 Third quarter.......... 19-1/4 15-5/8 Fourth quarter 23-1/8 19 1997: First quarter..(through March 27, 1997) 23 17-3/8 For a recent price of the Company's Common Stock on the New York Stock Exchange, see the cover page of this Prospectus. 4 PAGE 5 SELLING SHAREHOLDERS The following table identifies the Selling Shareholders and the number of outstanding shares of Common Stock of the Company beneficially owned by the Selling Shareholders as of March 27, 1997. The maximum number of shares proposed to be sold by such Selling Shareholders pursuant to this Registration Statement is the number of shares as shown below. Shares Owned Shares Owned Prior to After Selling Shareholders Offering Shares Offered Offering Growmark, Inc. 2,483,901 367,973 2,115,928 Steven H. Pala, Jr. 853,744* 853,744* 0 *Includes 26,144 shares which are held in the name of National City Bank of Minneapolis, as Escrow Agent, and shall be distributed to Mr. Pala and/or the Company in accordance with that certain Escrow Agreement dated as of April 30, 1996. 5 PAGE 6 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. Securities and Exchange Commission registration fee $8,058 Legal services .....................................15,000 Blue Sky fees and expenses ..........................2,000 Accounting services ................................ 3,500 Printing and engraving ..............................2,000 Miscellaneous .........................................442 _______ Total ...................................... .$31,000 All of the above items except the registration fee are estimated, and all of the expenses will be paid by the Registrant. 6 PAGE 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Decatur, State of Illinois, on March 31, 1997. ARCHER-DANIELS-MIDLAND COMPANY /s/ D. J. Smith D. J. Smith Assistant Secretary and Assistant General Counsel Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 3 to the Registration Statement has been signed March 31, 1997 by the following persons in the capacities indicated: D. O. Andreas*, Chairman of the Board and Chief Executive (Principal Executive Officer) /s/ D. J. Schmalz D. J. Schmalz, Vice President and Chief Financial Officer (Principal Financial Officer) /s/ S. R. Mills S. R. Mills, Controller (Principal Accounting Officer) L. W. Andreas*, Director Shreve M. Archer, Jr.*, Director Gaylord O. Coan*, Director F. Ross Johnson*, Director M. B. Mulroney*, Director Robert S. Strauss*, Director John K. Vanier*, Director O. Glenn Webb*, Director *D. J. Smith, by signing his name hereto, does hereby sign this document on behalf of each of the above named officers and directors of the Registrant pursuant to powers of attorney duly executed by such persons. /s/ D. J. Smith D. J. Smith Attorney-in-fact 7 -----END PRIVACY-ENHANCED MESSAGE-----