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_______________________________________________________________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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 organization)
Identification No.)
4666 Faries Parkway
Decatur, Illinois 62526
(Address of Principal Executive Offices)
EMPLOYEE STOCK OWNERSHIP PLAN FOR SALARIED EMPLOYEES
EMPLOYEE STOCK OWNERSHIP PLAN FOR HOURLY EMPLOYEES
(Full title of plans)
D. J. Smith
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)
CALCULATION OF REGISTRATION FEE
Title of Securities Amount Proposed Maximum Proposed Maximum
Amount of
to be to be Offering Price Aggregate
Registration
Registered Registered Per Share (2) Offering
Price(2) Fee
Common Stock
(without par 5,500,000 $14.6250 $80,437,500
$22,362
value) shares (1)
(1) Includes 4,000,000 shares of Common Stock to be issued
pursuant to the Registrant's Employee Stock Ownership Plan
for Salaried Employees and 1,500,000 shares of Common
Stock to be issued pursuant to the Registrant's Employee
Stock Ownership Plan for Hourly Employees.
(2) Estimated solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457,
on the basis of the average of the high and low reported
sale prices of the Registrant's Common Stock on the New
York Stock Exchange, Inc. Composite Tape on March 24,
1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant 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 Registration
Statement:
(a) The Registrant's Annual Report on Form 10-K for
the year ended June 30, 1998 (which incorporates by
reference certain portions of the Registrant's 1998 Annual
Report to Shareholders, including financial statements and
notes thereto, and certain portions of the Registrant's
Definitive Notice and Proxy Statement for the Registrant's
Annual Meeting of Shareholders held on October 22, 1998)
(File No. 1-44).
(b) 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
(a) above (File No. 1-44).
(c) The description of the Registrant's Common Stock
included in registration statements and reports filed
under the Exchange Act from time to time.
All reports and any definitive proxy or information
statements filed by the Registrant with the Commission pursuant
to Sections 13(a), 13(c), 14 and 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 indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration
Statement 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 Registration
Statement 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 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 that are actually and reasonably
incurred by him, in connection with the defense or settlement
of such 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
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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 such 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, such person is entitled to
indemnity for such Expenses as the court deems proper. The
General Corporation Law of the State of Delaware also provides
for mandatory indemnification of any director, officer,
employee or agent against Expenses to the extent such person
has been successful in any proceeding covered by the statute.
In addition, the General Corporation Law of the State of
Delaware permits (i) Delaware 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, the General
Corporation Law of the State of Delaware 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 Certificate of
Incorporation of the Registrant and Article X of the bylaws of
the Registrant each provide for the broad indemnification of
the directors and officers of the Registrant and limit the
personal monetary liability of directors of the Registrant to
the fullest extent permitted by current Delaware law. The
Registrant has also entered into indemnification contracts with
certain of its directors and officers. The Registrant also
maintains insurance coverage relating to certain liabilities of
its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4(a) - Restated Articles of Incorporation of the
Registrant, as amended. (Incorporated by reference to
Exhibit 3(a) to Post-Effective Amendment No. 1 to
Registration Statement No. 33-6721.)
4(b) - ByLaws of the Registrant, as amended.
(Incorporated by reference to Exhibit 3(b) to Post-
Effective Amendment No. 1 to Registration Statement
No. 33-6721.)
4(c) - Employee Stock Ownership Plan for Salaried Employees
4(d) - Employee Stock Ownership Plan for Hourly
Employees
5 - Opinion and Consent of D. J. Smith.
23 - Consent of Ernst & Young LLP.
24 - Powers of Attorney.
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Item 9. Undertakings.
The undersigned Registrant 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 (the "Securities Act");
(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;
(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)(i) and (a)(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 by the
Company pursuant to section 13 or section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such 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.
(4) That, for purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in this Registration
Statement 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.
Insofar as indemnification by the Registrant for
liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant 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 Registrant 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 Securities 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, 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 March 25, 1999.
ARCHER-DANIELS-MIDLAND COMPANY
/s/ D. J. Smith
D. J. Smith
Vice President, Secretary
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on March 25, 1999, by the
following persons in the capacities indicated.
/s/ G. A. Andreas
G. A. Andreas* Chairman and Chief Executive Officer and
Director
(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)
D. O. Andreas*, Chairman Emeritus of the Board of Directors
J. R. Block *, Director
R. R. Burt *, Director
Mrs. M. H. Carter*, Director
G. O. Coan*, Director
F. R. Johnson*, Director
M. B. Mulroney*, Director
R. S. Strauss*, Director
J. K. Vanier*, Director
O. G. Webb*, Director
A. Young*, 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
5 Attorney-in-fact
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EXHIBIT INDEX
Exhibit
No. Exhibit Form of Filing
4(a) Restated Articles of Incorporation of the
Registrant, as amended. (Incorporated by
reference to Exhibit 3(a) to Post-Effective
Amendment No. 1 to Registration Statement
No. 33-6721.)
4(b) ByLaws of the Registrant, as amended.
(Incorporated by reference to Exhibit 3(b)
to Post-Effective Amendment No. 1 to
Registration Statement No. 33-6721.)
4(c) Employee Stock Ownership Plan for
Electronic
Salaried Employees. Transmission
4(d) Employee Stock Ownership Plan for
Electronic
Hourly Employees.
Transmission
5 Opinion and Consent of D. J. Smith.
Electronic
Transmission
23 Consent of Ernst & Young LLP.
Electronic
Transmission
24 Powers of Attorney. Electronic
Transmission