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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1995
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-44
ARCHER-DANIELS-MIDLAND COMPANY
(Exact name of registrant as specified in its charter)
Delaware 41-0129150
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
4666 Faries Parkway Box 1470 Decatur, Illinois 62525
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code217-424-5200
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, no par value New York Stock Exchange
Chicago Stock Exchange
Stock Exchange of Basle,
Switzerland
Stock Exchange of
Zurich,
Switzerland
Stock Exchange of
Geneva,
Switzerland
Tokyo Stock Exchange
Frankfurt Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No___
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. []
State the aggregate market value of the voting stock held by non-
affiliates of the registrant.
Common Stock, no par value--$7.5 billion
(Based on the closing price of the New York Stock Exchange on
August 9, 1995)
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest
practicable date.
Common Stock, no par value--505,466,902 shares
(August 9, 1995)
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual shareholders' report for the year ended
June 30, 1995 are incorporated by reference into Parts I, II and
IV.
Portions of the annual proxy statement for the year ended June
30, 1995 are incorporated by reference into Part III.
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PART I
Item 1. BUSINESS
(a) General Development of Business
Archer Daniels Midland Company was incorporated
in Delaware in 1923, successor to the Daniels
Linseed Co. founded in 1902.
During the last five years, the Company has
experienced significant growth, spending
approximately $3.4 billion for construction of new
plants, expansions of existing plants and the
acquisitions of plants and transportation equipment.
There have been no significant dispositions during
this period.
(b) Financial Information About Industry Segments
The Company is in one business segment--
procuring, transporting, storing, processing and
merchandising agricultural commodities and products.
(c) Narrative Description of Business
(i) Principal products produced and principal
markets for and methods of distribution of such
products.
The Company is engaged in the business of
procuring, transporting, storing, processing and
merchandising agricultural commodities and
products. It is one of the world's largest
processors of oilseeds, corn and wheat. The
Company also processes milo, oats, barley and
peanuts. Other operations include transporting,
merchandising and storing agricultural
commodities and products. These operations and
processes produce products which have primarily
two end uses, either food or feed ingredients.
Each commodity processed is in itself a feed
ingredient as are the by-products produced during
the processing of each commodity.
Production processes of all commodities are
capital intensive and similar in nature. These
processes involve grinding, crushing or milling
with further value added through extraction,
refining and fermenting. Generally, each
commodity can be processed by any of these
methods to generate additional value added
products. All commodities and related processed
products share the same network of commodity
procurement facilities, transportation services
(including rail, barge, truck and ocean vessels)
and storage facilities.
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Item 1. BUSINESS--Continued
The geographic areas, customers and marketing
methods are basically the same for all
commodities and their related further processed
products. Feed ingredient products and by-
products are sold to farmers, feed dealers and
livestock producers, all of which can and will
purchase products from across the entire
commodity chain. Food ingredient products are
also sold to one basic group of customers, food
and beverage processors. Any single customer may
purchase products produced from all commodities
and any single food or feed product could include
ingredients produced from all commodities
processed.
Oilseed Products
Soybeans, cottonseed, sunflower seeds, canola,
peanuts, flaxseed and corn germ are processed to
provide vegetable oils and meals principally for
the food and feed industries. Crude vegetable
oil is sold as is or is further processed by
refining and hydrogenating into margarine,
shortening, salad oils and other food products.
Partially refined oil is sold for use in
chemicals, paints and other industrial products.
Lecithin, an emulsifier produced in the vegetable
oil refining process, is marketed as a food and
feed ingredient.
Oilseed meals supply more than one-half of the
high protein ingredients used in the domestic
manufacture of commercial livestock and poultry
feeds. Soybean meal is further processed into soy
flour and grits, used in both food and industrial
products, and into value-added soy protein
products. Textured vegetable protein (TVP R), a
soy protein product developed by the Company, is
sold primarily to the institutional food market
and, through others, to the food consumer market.
The Company also produces a wide range of other
edible soy protein products including isolated
soy protein, soy protein concentrate, soy-based
milk products, soy flours and vegetable patties
(Harvest Burgers R). The Company produces and
markets a wide range of consumer and
institutional health foods based on the Company's
various soy protein products.
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Item 1. BUSINESS--Continued
Corn Products
The Company is engaged in dry milling and wet
milling corn operations. Products produced for
use by the food and beverage industry include
syrup, starch, glucose, dextrose, crystalline
dextrose, high fructose sweeteners, crystalline
fructose and grits. Corn gluten feed and
distillers grains are produced for use as feed
ingredients. Ethyl alcohol is produced to
beverage grade or for industrial use as ethanol.
Ethanol is used to increase octane, and as an
extender and oxygenate in gasoline. Corn germ, a
by-product of the milling process, is further
processed as an oilseed.
The Company produces by fermentation, from
dextrose, citric and lactic acids, feed-grade
amino acids and vitamins, lactates, sorbitol,
monosodium glutamate, nematodes and food
emulsifiers principally for the food and feed
industries.
Wheat and Other Milled Products
Wheat flour is sold primarily to large bakeries,
durum flour is sold to pasta manufacturers and
bulgur, a gelatinized wheat food, is sold to both
the export and the domestic food markets. Masa
corn flour is sold primarily to specialty food
producers to be used in the production of
tortillas, taco shells and tortilla chips.
The Company mills oats into oat bran and oat
flour for institutional and consumer food
customers. The Company also mills milo to
produce industrial flour that is used in the
manufacturing of wall board for the building
industry.
Other Products and Services
The Company buys, stores and cleans agricultural
commodities, such as corn, wheat, soybeans,
canola, milo, sunflower seeds, oats and barley,
for resale to other processors worldwide.
The Company produces and distributes formula
feeds and animal health and nutrition products to
the livestock, dairy and poultry industries.
Many of the feed ingredients and health and
nutrition products can be, and in many cases are,
produced in our other commodity processing
operations.
The Company produces bakery products and mixes
which are sold to the baking industry.
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Item 1. BUSINESS--Continued
The Company produces spaghetti, noodles,
macaroni, and other consumer food products. The
Company also produces lettuce, other fresh
vegetables and herbs in its hydroponic
greenhouse.
Malt products are produced for use by the food
and beverage industries.
The Company raises fish for distribution to
consumer food customers.
Granulated and liquid refined sugars sold
principally to the food and beverage industries
were produced by a subsidiary of the Company.
The subsidiary was disposed of during July, 1995.
Hickory Point Bank and Trust Co. furnishes public
banking services, except commercial loans, as
well as cash management and securities
safekeeping services for the Company.
Agrinational Insurance Company and Agrinational
Ltd., Vermont and Cayman Island subsidiaries,
respectively, act as direct insurers and
reinsurers of a portion of the Company's domestic
and foreign property and casualty insurance
risks.
Alfred C. Toepfer International (Germany) and
affiliates, of which the Company has a 50%
interest, is one of the world's largest, most
respected trading companies specializing in
processed agricultural products. Toepfer has
forty-one sales offices worldwide.
Compagnie Industrielle et Financiere des Produits
Amylaces SA (Luxembourg) and affiliates, of which
the Company has a 41.5% interest, owns European
agricultural processing plants that are primarily
engaged in corn wet milling and wheat starch
production.
The Company, through its partnership with Gold
Kist, Inc. and Alimenta Processing Corporation
d/b/a Golden Peanut Company, is a major supplier
of peanuts to both the domestic and export
markets. These peanuts are used in peanut butter,
snacks, cereals and many other foods.
The Company, through its partnership with Ag
Processing Inc. d/b/a Consolidated Nutrition, is
a supplier of premium animal feeds and animal
health products.
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The Company, through its partnership with
Riceland Foods, Inc., is a processor of rice and
rice products for institutional and consumer food
customers.
Item 1. BUSINESS--Continued
The Company participates in various joint
ventures that operate oilseed crushing
facilities, oil refineries and related storage
facilities in China and Indonesia.
The percentage of net sales and other operating
income by classes of products and services for
the last three fiscal years were as follows:
1995 1994 1993
______________________
Oilseed products 60% 59% 58%
Corn products 20 20 21
Wheat and other
milled products 11 12 13
Other products and services9 9 8
___ ___ ___
100% 100% 100%
=== === ===
Methods of Distribution
Since the Company's customers are principally
other manufacturers and processors, its products
are distributed mainly in bulk from processing
plants or storage facilities directly to the
customers' facilities. The Company owns a large
number of trucks and trailers and owns or leases
large numbers of railroad tank cars and hopper
cars to augment those provided by the railroads.
The Company uses the inland waterway system and
functions as a contract carrier of commodities
for its own operations as well as for other
companies. The Company owns and leases
approximately 1,900 river barges and 26 line-haul
towboats.
(ii) Status of new products
The Company continues to expand its bioproducts.
The Company is currently producing from dextrose,
feed-grade amino acids; lysine, threonine and
tryptophan, and food additives; citric acid,
monosodium glutamate (MSG), lactic acid and
xanthan gum. The Company has entered the vitamin
market with the production of riboflavin and is
currently expanding production facilities to
produce biotin and vitamins C and E. In
addition, the Company is currently expanding
production facilities to produce emulsifiers,
distilled monoglycerides and astaxanthan.
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Item 1. BUSINESS--Continued
(iii) Source and availability of raw materials
Substantially all of the Company's raw materials
are agricultural commodities. In any single
year, the availability and price of these
commodities are subject to wide fluctuations due
to unpredictable factors such as weather,
plantings, government (domestic and foreign)
farm programs and policies, changes in global
demand created by population growth and higher
standards of living and worldwide production of
similar and competitive crops. The Company
follows a policy of hedging commodity
transactions, including certain anticipated
production requirements, to minimize price risk
due to market fluctuations and risk of crop
failure.
(iv) Patents, trademarks and licenses
The Company owns several valuable patents,
trademarks and licenses but does not consider its
business dependent upon any single or group of
patents, trademarks and licenses.
(v) Extent to which business is seasonal
Since the Company is so widely diversified in
global agribusiness markets, there are no
material seasonal fluctuations in the
manufacture, sale and distribution of its
products and services. There is a degree of
seasonality in the growing season and procurement
of the Company's principal raw materials:
oilseeds, wheat, corn and other grains. However,
the actual physical movement of the millions of
bushels of these crops through the Company's
storage and processing facilities is reasonably
constant throughout the year. The worldwide need
for food is not seasonal and is ever expanding as
is the world's population.
(vi) Working capital items
Price variations and availability of grain at
harvest often cause wide fluctuations in the
Company's inventories and short-term borrowings.
(vii) Dependence on single customer
No material part of the Company's business is
dependent upon a single customer or very few
customers.
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Item 1. BUSINESS--Continued
(viii) Amount of backlog
Because of the nature of the Company's business,
the backlog of orders at year end is not a
significant indication of the Company's activity
for the current or upcoming year.
(ix) Business subject to renegotiation
The Company has no business with the government
that is subject to renegotiation.
(x) Competitive conditions
Markets for the Company's products are highly
price competitive and sensitive to product
substitution. No single company competes with
the Company in all of its markets; however, a
number of large companies compete in one or more
markets. Major competitors in one or more
markets include, but are not limited to, Cargill,
Inc., ConAgra, Inc., CPC International, Eridania
Beghin-Say and Tate & Lyle.
(xi) Research and
development expenditures
Practically all of the Company's technical
efforts and expenditures are concerned with food
and feed ingredient products. Special efforts are
being made to find improvements in food
technology to alleviate the protein malnutrition
throughout the world, utilizing the three largest
United States crops-corn, soybeans and wheat.
The need to successfully market new or improved
food and feed ingredients developed in the
Company's research laboratories led to the
concept of technical support. The Company is
staffed with technical representatives who work
closely with customers and potential customers on
the development of food and feed products which
incorporate Company produced ingredients. These
technical representatives are an adjunct to both
the research and sales functions.
The Company maintains a research laboratory in
Decatur, Illinois where product and process
development activities are conducted. Enzyme
development and production are an important part
of these activities. Protein research is
conducted at facilities in Decatur where meat and
dairy pilot plants support application research.
Research to support sales and development for
bakery products is done at a laboratory in
Olathe, Kansas.
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Item 1. BUSINESS--Continued
The amounts spent during the three years ended
June 30, 1995, 1994 and 1993 for such technical
efforts were approximately $16.5, $20.1 and $14.8
million, respectively. In addition, the Company
maintains separate quality control departments
which are supervised by research personnel.
(xii) Material effects of
capital expenditures for environmental protection
During 1995, $21 million was spent for equipment,
facilities and programs for pollution control and
compliance with the requirements of various
environmental agencies.
There have been no
material effects upon the earnings and
competitive position of the Company resulting
from compliance with federal, state and local
laws or regulations enacted or adopted relating
to the protection of the environment.
The Company expects that expenditures for
environmental facilities and programs will
continue at approximately the present rate with
no unusual amounts anticipated for the next two
years.
(xiii) Number of employees
The number of persons employed by the Company was
14,833 at June 30, 1995.
(d)Financial Information About Foreign and Domestic
Operations and Export Sales
The Company's foreign operations are principally
in developed countries and do not entail any undue
or unusual business risks. Geographic financial
information is set forth in "Note 10 to Notes to
Consolidated Financial Statements" of the annual
shareholders' report for the year ended June 30,
1995 and is incorporated herein by reference.
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Item 1. BUSINESS--Continued
Export sales by classes of products for the last
three fiscal years were as follows:
1995 1994 1993
______________________
Oilseed products 8% 5% 5%
Corn products 7 6 6
Wheat and other milled
products 1 1 2
Other products and services - - 1
__ __ __
16% 12% 14%
== == ==
(e) Executive Officers
Name Title Age
Dwayne O. Andreas Chairman of the Board of 77
Directors from 1972.
Chief Executive Officer.
James R. Randall President from 1975. 70
G. Allen Andreas Vice President from 1988. 52
Counsel to the Executive
Committee from September 1994.
Michael D. Andreas Vice Chairman of the Board 46
of Directors from October 1992.
Executive Vice President
from 1988.
Martin L. Andreas Senior Vice President from 1988.
56
Executive Assistant to the
Chief Executive.
Charles P. Archer Treasurer from October 1992. 39
Assistant Treasurer from 1988.
Charles T. Bayless Group Vice President from 60
January 1993. Vice President
from 1992. President of ADM
Processing Division since 1980.
Dale F. Benson Vice President from 1969. 69
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Item 1. Business--Continued
Howard E. Buoy Group Vice President from 68
January 1993. Vice President
of ADM Processing Division
from 1979.
William H. Camp Vice President from April 1993.46
Vice President of ADM Processing
Division from 1990 to 1993.
Larry H. Cunningham Vice President and President 51
of Protein Specialties
Division since July 1993.
Formerly President of
A. E. Staley Manufacturing Co.
Craig Hamlin Group Vice President from 49
October 1994. President of
ADM Milling from 1989.
Edward A. Harjehausen Vice President from October
44
1992. Vice President of
ADM Corn Processing Division
from 1988.
Burnell D Kraft Group Vice President from 63
January 1993. Vice President
from 1984. President of
ADM/Growmark, Collingwood
Grain and Tabor Grain Co.
subsidiaries.
Paul L. Krug, Jr. Vice President from 1991 and 51
President of ADM Investor
Services. Formerly a Vice
President of Continental Grain.
Jack Mc Donald Vice President from October 1994.
63
President of Southern Cotton Oil
Division from 1990.
Steven R. Mills Controller from October 1994. 40
Various senior treasury and
accounting positions from 1979.
Raymond V. Preiksaitis Vice President - Management
42
Information Systems from 1988.
John G. Reed Vice President from 1982. 65
Chief Executive-Europe from
September 1994.
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Item 1. BUSINESS--Continued
Richard P. Reising Vice President, Secretary and 51
General Counsel from 1991.
Secretary and Assistant General
Counsel since 1988.
John D. Rice Vice President from 1993. 41
Vice President of ADM Processing
Division from 1992. Various
merchandising positions from
1988 to 1992.
Douglas J. Schmalz Vice President and Chief 49
Financial Officer from 1986.
Terrance S. Wilson Group Vice President from 57
January 1993. Officer of
ADM Corn Processing Division
since 1988.
Officers of the registrant are elected by the Board
of Directors for terms of one year and until their
successors are duly elected and qualified.
Lowell W. Andreas and Dwayne O. Andreas, directors
of the registrant, are brothers. Michael D. Andreas
is the son of Dwayne O. Andreas. G. Allen Andreas
and Martin L. Andreas are nephews of Dwayne O.
Andreas and Lowell W. Andreas. Charles P. Archer is
the son of S. M. Archer, Jr., a director of the
registrant.
Item 2. PROPERTIES
(a) Processing Facilities
The Company owns, leases, or has a 50% or greater
interest in the following processing plants:
United
States Foreign Total
_________________________________________
Owned 131 39 170
Leased 4 - 4
Joint Venture73 22 95
___ __ ___
208 61 269
=== == ===
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Item 2.PROPERTIES--Continued
The Company's operations are such that most products are
efficiently processed near the source of raw materials.
Consequently, the Company has many plants located
strategically in grain producing areas. The annual
volume processed will vary depending upon availability
of raw material and demand for the finished products.
The Company operates thirty-five domestic and seven
foreign oilseed crushing plants with a daily processing
capacity of approximately 79,000 tons. The domestic
plants are located in Alabama, Arkansas, Georgia,
Illinois, Indiana, Iowa, Kansas, Louisiana, Minnesota,
Missouri, Mississippi, Nebraska, North Dakota, Ohio,
South Carolina, Tennessee and Texas. The foreign plants
are located in Canada, England, Germany and the
Netherlands.
The Company operates four wet corn milling and two dry
corn milling plants with a daily grind capacity of
approximately 1,600,000 bushels. These plants and other
related properties, including corn germ extraction and
corn gluten pellet plants, are located in Illinois,
Iowa, New York and North Dakota. The Company also has
interests, through joint ventures, in corn milling
plants in Mexico, Bulgaria, Hungary, Slovakia and
Turkey.
The Company operates twenty-nine domestic wheat and
durum flour mills, a domestic bulgur plant, six Canadian
flour mills and one Mexican flour mill with a total
daily capacity of approximately 363,000 cwt. of flour.
The Company also operates seven corn flour mills, two
milo mills, two pasta plants and five starch and gluten
plants. These plants and other related properties are
strategically located across North America in
California, Illinois, Indiana, Iowa, Kansas, Kentucky,
Louisiana, Minnesota, Missouri, Nebraska, New York,
North Carolina, Oklahoma, Oregon, Pennsylvania,
Tennessee, Texas, Washington, Wisconsin, Canada and
Mexico. The Company also has an interest, through a
joint venture, in rice milling plants in Arkansas and
Louisiana.
The Company operates ten domestic oilseed refineries in
Illinois, Indiana, Iowa, Georgia, Nebraska, Tennessee
and Texas as well as five foreign refineries in Canada,
Germany and the Netherlands. The Company has an
interest, through a joint venture, in an oilseed
refinery in Texas. The Company produces packaged oils
in Illinois, California and Germany and soy protein
specialty products in Illinois and the Netherlands.
Lecithin products are produced in Illinois, Iowa,
Nebraska and the Netherlands.
The Company produces feed and food additives at seven
bioproduct plants located in Illinois, North Carolina
and Ireland. The Company also operates formula feed,
animal health and nutrition and pet food plants in
Georgia, Illinois, Iowa, North Carolina, Ohio,
Tennessee, Texas, Washington, Canada, England, Ireland
and Puerto Rico. The Company also has interests,
through joint ventures, in formula feed and pet food
plants in Alabama, Arkansas, Georgia,
Item 2. PROPERTIES--Continued
Illinois, Iowa, Indiana, Kansas, Michigan, Minnesota,
Missouri, Nebraska, Ohio, Pennsylvania, South Carolina,
Tennessee, Vermont, Wisconsin, Canada, Puerto Rico and
Trinidad.
The Company operates five North American barley malting
plants located in Illinois, Minnesota, Wisconsin and
Canada.
The Company operates various other food ingredient
plants in Iowa, Kansas, Washington, England and France.
(b)Procurement Facilities
The Company operates one hundred sixty-eight domestic
terminal, country and river elevators covering the
Midwest, West and South Central states, including one
hundred twelve country elevators and fifty-six terminal
and river loading facilities including three grain
export elevators in Louisiana. Elevators are located in
Arkansas, Colorado, Georgia, Illinois, Indiana, Iowa,
Kansas, Louisiana, Minnesota, Missouri, Montana,
Nebraska, North Carolina, Oklahoma, South Carolina,
Tennessee and Texas. Domestic grain terminals,
elevators and processing plants have an aggregate
storage capacity of approximately 360,000,000 bushels.
The Company also operates eleven foreign grain elevators
in Canada, Ireland and Germany. Thirteen cotton gins
are located in Texas and serve the cottonseed crushing
plants in that area.
Item 3. LEGAL PROCEEDINGS
In 1993, the State of Illinois Environmental Protection
Agency brought administrative enforcement proceedings
arising out of the Company's failure to obtain permits
for certain pollution control equipment at certain of
the Company's processing facilities in Illinois. The
Company believes it has meritorious defenses. In
management's opinion these proceedings will not, either
individually or in the aggregate, have a material
adverse effect on the Company's financial condition or
results of operations.
The Company is involved in approximately 24
administrative and judicial proceedings in which it has
been identified as a potentially responsible party (PRP)
under the federal Superfund law and its state analogs
for the study and clean-up of sites contaminated by
material discharged into the environment. In all of
these matters, there are numerous PRPs. Due to various
factors such as the required level of remediation and
participation in the clean-up effort by others, the
Company's future clean-up costs at these sites cannot be
reasonably estimated. However, in management's opinion
these proceedings will not, either individually or in
the aggregate, have a material adverse effect on the
Company's financial condition or results of operations.
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Item 3. LEGAL PROCEEDINGS--Continued
In April, 1994, the Illinois State Police served
warrants upon the La Salle barge cleaning operation to
inspect barges being cleaned and fleeted at the site.
The investigation continued with interviews of employees
of the Company's wholly owned subsidiary, ARTCO, and
seizure of documents relating to the LaSalle/Hennepin
operations. On June 15, 1994, employees of ARTCO were
called before a La Salle County Grand Jury and all but
one invoked their Fifth Amendment rights. On July 6,
1995, ARTCO received a summons to appear in Circuit
Court on various criminal charges relating to
barge cleaning operations. ARTCO entered a not guilty
plea on July 21, 1995. The maximum potential fine is
$25,000 per day of violation.
The Company, along with a number of other domestic and
foreign companies, is the subject of an investigation,
being conducted by a grand jury in the Northern District
of Illinois in Chicago, into possible violations of
federal antitrust laws and possible related crimes in
the food additives industry. The investigation is
directed towards possible price-fixing with respect to
lysine, citric acid and high fructose corn syrup.
Neither the Company nor any director, officer or
employee has been charged in connection with the
investigation.
Following public announcement in June 1995 of the
investigation, the Company and certain of its directors
and executive officers were named as defendants in a
putative class action on behalf of all purchasers of
securities of the Company during the period from July
10, 1992 through July 10, 1995. The action is E. M.
Lawrence Limited Frozen Retirement Trust v. Archer-
Daniels-Midland Co., et al., United States District
Court, Northern District of Illinois, Civil Action No.
95C 3979, filed on July 10, 1995. The complaint alleges
that the defendants made material misrepresentations and
omissions with respect to the Company and its operations
and with respect to actions of the Company and its
officers regarding antitrust laws, as a result of which
market prices of the Company's securities were
artificially inflated during the putative class period.
The complaint alleges that the conduct complained of
violates federal securities laws. The plaintiff
requests unspecified compensatory and punitive damages,
costs (including legal, accounting and expert fees),
expenses and unspecified relief on behalf of the
putative class. In addition to such action, at least
fourteen similar putative class actions against the
Company and others have been filed, in the United States
District Courts for the Northern District of Illinois
and for the Central District of Illinois and possibly
other courts. The Company, along with other companies,
has been named as a defendant in a civil action filed on
July 21, 1995 in the Superior Court for the County of
Los Angeles, California, on behalf of a putative class
of indirect purchasers of products made with high
fructose corn syrup. The complaint alleges that the
defendants violated California antitrust
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and unfair competition laws with respect to the sale of
high fructose corn syrup and seeks treble damages in an
unspecified
Item 3. LEGAL PROCEEDINGS--Continued
amount, attorneys fees and costs. A similar putative
class action has been filed in the Superior Court for
Orange County, California. The Company, along with
other companies, has been named as a defendant in a
civil action filed on July 25, 1995 in the United States
District Court for the Northern District of Alabama on
behalf of a putative class of direct purchasers of high
fructose corn syrup who made purchases during the period
from January 1, 1990 to the present. The complaint
alleges that, in violation of federal antitrust law, the
defendants agreed to fix, stabilize and
maintain at artificially high levels the prices of corn
sweeteners and seeks an injunction against continued
illegal conduct as well as treble damages in an
unspecified amount, attorneys fees and costs. Two
similar putative class actions have been filed in the
United States District Court for the Northern District
of Alabama and the United States District Court for the
Central District of Illinois, the latter case relating
to lysine. The Company and the individuals named as
defendants intend to vigorously defend these various
class actions.
These matters could result in the Company being subject
to monetary damages, fines, penalties and other
sanctions and expenses. However, because of the early
stage of the investigation, the ultimate outcome of the
investigation and the putative class actions cannot
presently be determined. Accordingly, no provision for
any liability that may result therefrom has been made in
the consolidated financial statements.
Also following such public announcement, a shareholder
derivative action was filed against certain of the
Company's directors and executive officers and nominally
against the Company. The action is Johnson v. Andreas,
et al., Delaware Court of Chancery, New Castle County,
Civil Action No. 14403, filed on July 12, 1995. The
complaint alleges that the individuals named as
defendants breached their fiduciary duties and committed
a waste of corporate assets and seeks to recover
monetary damages and other relief on behalf of the
Company from the individuals named as defendants. At
least twelve similar shareholder derivative actions have
been filed, in the Delaware Court of Chancery, The
Chancery Division of the Circuit Court of Cook County,
Illinois, the United States District Court for the
Northern District of Illinois and possibly other courts.
The Company intends to seek dismissal of these
derivative actions on the ground that they cannot be
maintained unless the plaintiffs first brought their
complaints to the Company's Board of Directors, which
they did not.
The Company from time to time, in the ordinary course of
business, is named as a defendant in various other
lawsuits. In management's opinion, the gross liability
from such other lawsuits, including environmental
exposure, with or without insurance recoveries is not
considered to be material to the Company's financial
condition or results of operations.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
Item 5.MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Information responsive to this Item is set forth in
"Common Stock Market Prices and Dividends" of the annual
shareholders' report for the year ended June 30, 1995
and is incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA
Information responsive to this Item is set forth in the
"Ten-Year Summary of Operating, Financial and Other
Data" of the annual shareholders' report for the year
ended June 30, 1995 and is incorporated herein by
reference.
Item 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Information responsive to this Item is set forth in
"Management's Discussion of Operations and Financial
Condition" of the annual shareholders' report for the
year ended June 30, 1995 and is incorporated herein by
reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements and supplementary
data included in the annual shareholders' report for the
year ended June 30, 1995 are incorporated herein by
reference:
Consolidated balance sheets--June 30, 1995 and 1994
Consolidated statements of earnings--Years ended
June 30, 1995, 1994 and 1993
Consolidated statements of shareholders' equity--Years
ended
June 30, 1995, 1994 and 1993
Consolidated statements of cash flows--Years ended
June 30, 1995, 1994 and 1993
Notes to consolidated financial statements--June 30, 1995
Summary of Significant Accounting Policies
Report of Independent Auditors
Quarterly Financial Data (Unaudited)
15
PAGE 16
Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to directors and executive
officers is set forth in "Election of Directors"
and "Rule 405 Disclosure" of the definitive proxy
statement for 1995 and is incorporated herein by
reference. Certain information with respect to
executive officers is included in Item 1 (e) of
this report.
Item 11. EXECUTIVE COMPENSATION
Information responsive to this Item is set forth in
"Executive Compensation" and "Salary and Stock
Option Committee's Report" of the definitive proxy
statement for 1995 and is incorporated herein by
reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information responsive to this Item is set forth in
"Principal Holders of Voting Securities" of the
definitive proxy statement for 1995 and is
incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information responsive to this Item is set forth in
"Certain Relationsips and Related Transactions" of
the definitive proxy statement for 1995 and is
incorporated herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a)(1)The following consolidated financial statements
and other financial data of the registrant and
its subsidiaries, included in the annual report
of the registrant to its shareholders for the
year ended June 30, 1995, are incorporated by
reference in Item 8, and are also incorporated
herein by reference:
Consolidated balance sheets--June 30, 1995 and
1994
Consolidated statements of earnings--Years ended
June 30, 1995, 1994 and 1993
16
PAGE 17
Consolidated statements of shareholders' equity--
Years ended June 30, 1995, 1994 and 1993
Consolidated statements of cash flows--Years ended
June 30, 1995, 1994 and 1993
Notes to consolidated financial statements--June
30, 1995
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
--Continued
Summary of Significant Accounting Policies
Quarterly Financial Data (Unaudited)
(a)(2)Schedules are not applicable and therefore not
included in this report.
Financial statements of affiliates accounted
for by the equity method have been omitted
because they do not, considered individually,
constitute significant subsidiaries.
(a)(3) LIST OF EXHIBITS
(3) Composite Certificate of Incorporation and
Bylaws filed on November 7, 1986 as Exhibits
3(a) and 3(b), respectively, to Post Effective
Amendment No. 1 to Registration Statement on
Form S-3, Registration No. 33-6721, are
incorporated herein by reference.
(4) Instruments defining the rights of security
holders, including:
(i) Indenture dated May 15, 1981,
between the registrant and Morgan
Guaranty Trust Company of New York, as
Trustee (incorporated by reference to
Exhibit 4(b) to Amendment No. 1 to
Registration Statement No. 2-71862),
relating to the $250,000,000 - 7%
Debentures due May 15, 2011;
(ii) Indenture dated May 1, 1982,
between the registrant and Morgan
Guaranty Trust Company of New York, as
Trustee (incorporated by reference to
Exhibit 4(c) to Registration Statement
No. 2-77368), relating to the
$400,000,000 Zero Coupon Debentures due
May 1, 2002;
(iii) Indenture dated as of March 1,
1984 between the registrant and Chemical
Bank, as Trustee (incorporated by
reference to Exhibit 4 to the
registrant's Current Report on Form 8-K
dated August 3, 1984 (File No. 1-44)),
as supplemented by the Supplemental
Indenture dated as of January 9, 1986,
between the registrant and Chemical
Bank, as Trustee (incorporated by
reference to Exhibit 4 to the
registrant's Current Report on Form 8-K
dated January 9, 1986 (File No. 1-44)),
relating to the $100,000,000 - 10 1/4%
Debentures due January 15, 2006;
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
--Continued
(iv) Indenture dated June 1, 1986
between the registrant and Chemical
Bank, (as successor to Manufacturers
Hanover Trust Company), as Trustee
(incorporated by reference to Exhibit
4(a) to Registration Statement No. 33-
6721), and Supplemental Indenture dated
as of August 1, 1989 between the
registrant and Chemical Bank (as
successor to Manufacturers Hanover Trust
Company), as Trustee (incorporated by
reference to Exhibit 4(c) to Post-
Effective Amendment No. 3 to
Registration Statement No. 33-6721),
relating to the $300,000,000 - 8 7/8%
Debentures due April 15, 2011, the
$300,000,000 - 8 3/8% Debentures due
April 15, 2017, the $300,000,000 - 8
1/8% Debentures due June 1, 2012, the
$250,000,000 - 6 1/4% Notes due May
15, 2003, and the $250,000,000 - 7
1/8% Debentures due March 1, 2013.
Copies of constituent instruments
defining rights of holders of long-term
debt of the Company and Subsidiaries,
other than the Indentures specified
herein, are not filed herewith, pursuant
to Instruction (b)(4) (iii)(A) to Item
601 of Regulation S-K, because the total
amount of securities authorized under
any such instrument does not exceed 10%
of the total assets of the Company and
Subsidiaries on a consolidated basis.
The registrant hereby agrees that it
will, upon request by the Commission,
furnish to the Commission a copy of each
such instrument.
(10)Material Contracts--Copies of the Company's
stock option plans and its savings and
investment plans, pursuant to Instruction
(10)(iii)(A) to Item 601 of Regulation S-K, are
incorporated herein by reference as follows:
(i) Registration Statement No. 2-91811 on Form
S-8 dated June 22, 1984 (definitive
Prospectus dated July 16, 1984) relating
to the Archer Daniels Midland 1982
Incentive Stock Option Plan.
(ii) Registration Statement No. 33-49409
on Form S-8 dated March 15, 1993 relating
to the Archer Daniels Midland 1991
Incentive Stock Option Plan and Archer
Daniels Midland Company Savings and
Investment Plan.
17
PAGE 18
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
--Continued
(iii) Registration Statement No. 33-58387
on Form S-8 dated April 3, 1995 relating
to the ADM Savings and Investment Plan for
Salaried Employees and the ADM Savings and
Investment Plan for Hourly Employees.
(13) Portions of annual report to shareholders
incorporated by reference
(21) Subsidiaries of the registrant
(23) Consent of independent auditors
(24) Powers of attorney
(27) Financial Data Schedule
(b) Reports on Form 8-K
A Form 8-K was not filed during the quarter ended
June 30, 1995.
18
PAGE 19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: August 17, 1995
ARCHER-DANIELS-MIDLAND COMPANY
/s/ R. P. Reising
R. P. Reising
Vice President, Secretary
and General Counsel
/s/ D. J. Schmalz
D. J. Schmalz
Vice President, Controller
and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below on August 17, 1995, by
the following persons on behalf of the Registrant and in the
capacities indicated.
D. O. Andreas*, Chairman of the Board, Chief Executive and
Director
(Principal Executive Officer)
L. W. Andreas*, Director
M. D. Andreas*, Director
M. L. Andreas*, Director
S. M. Archer, Jr.*, Director
Ralph Bruce*, Director
G. O. Coan*, Director
J. H. Daniels*, Director
R. A. Goldberg*, Director
H. D. Hale*, Director
F. R. Johnson*, Director
M. B. Mulroney*, Director
J. R. Randall*, Director
Mrs. N. A. Rockefeller*, Director
R. S. Strauss*, Director
J. K. Vanier*, Director
O. G. Webb*, Director
R. P. Reising
Attorney-in-Fact
*Powers of Attorney authorizing R. P. Reising, D. J. Schmalz and
D. J. Smith and each of them, to sign the Form 10-K on behalf of
the above-named officers and directors of the Company are being
filed with the Securities and Exchange Commission.
19