0000950134-01-507725.txt : 20011031
0000950134-01-507725.hdr.sgml : 20011031
ACCESSION NUMBER: 0000950134-01-507725
CONFORMED SUBMISSION TYPE: S-3
PUBLIC DOCUMENT COUNT: 5
FILED AS OF DATE: 20011029
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
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-72434
FILM NUMBER: 1769342
BUSINESS ADDRESS:
STREET 1: 4666 FARIES PKWY
CITY: DECATUR
STATE: IL
ZIP: 62526
BUSINESS PHONE: 2174244798
MAIL ADDRESS:
STREET 1: 4666 FARIES PKWY
CITY: DECATUR
STATE: IL
ZIP: 62526
S-3
1
c65636s3s-3.txt
FORM S-3
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, PURSUANT TO EDGAR, ON
OCTOBER 29, 2001.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ARCHER-DANIELS-MIDLAND COMPANY
(Exact name of the 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
(217) 424-5200
(Address and telephone number of the Registrant's principal executive offices)
------------------------
DAVID 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)
------------------------
COPIES TO:
JAMES E. NICHOLSON EDWARD S. BEST
STEVEN C. KENNEDY MAYER, BROWN & PLATT
FAEGRE & BENSON LLP 190 SOUTH LASALLE STREET
2200 WELLS FARGO CENTER CHICAGO, ILLINOIS 60606
MINNEAPOLIS, MINNESOTA 55402
------------------------
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, as determined by the Registrant.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, 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
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under Securities Act, check the following box and list
the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) PRICE(1) REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
Debt Securities and Warrants to Purchase
Debt Securities......................... $500,000,000(2)(3) 100% $500,000,000(3) $125,000
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Includes such principal amount of Debt Securities and number of Warrants
(or, if any Debt Securities are issued at original issue discount, such
greater amount of Debt Securities and number of Warrants) as shall result in
net proceeds of $500,000,000 to the Registrant.
(3) In U.S. dollars or equivalent thereof in foreign denominated currencies or
composite currencies.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PROSPECTUS
$500,000,000
[ARCHER-DANIELS-MIDLAND COMPANY LOGO]
ARCHER-DANIELS-MIDLAND COMPANY
DEBT SECURITIES AND WARRANTS TO PURCHASE DEBT SECURITIES
------------------------------
We will provide the specific terms of these securities in supplements to
this prospectus. You should read this prospectus and the applicable supplement
carefully before you invest.
------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------------------
The date of this Prospectus is , 2001.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission using a "shelf" registration process. Under
this shelf process, we may sell debt securities or warrants to purchase debt
securities in one or more offerings up to a total dollar amount of $500,000,000.
We may sell these securities either separately or in units.
This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. Such prospectus supplement may also add, update or change information
contained in this prospectus. You should read this prospectus and the applicable
prospectus supplement together with the additional information described under
the heading "Where You Can Find More Information."
The registration statement that contains this prospectus, including the
exhibits to the registration statement, contains additional information about us
and the securities offered under this prospectus. That registration statement
can be read at the Securities and Exchange Commission, or SEC, web site or at
the SEC offices mentioned under the heading "Where You Can Find More
Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file with the SEC at its public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You can also obtain copies of the
documents at prescribed rates by writing to the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
room. The SEC also maintains an Internet website at http://www.sec.gov that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. Our SEC filings are
also available at the offices of the New York Stock Exchange and Chicago Stock
Exchange. For further information on obtaining copies of our public filings at
the New York Stock Exchange, you should call (212) 656-5060, and for further
information on obtaining copies of our public filings at the Chicago Stock
Exchange, you should call (312) 663-2423.
We "incorporate by reference" into this prospectus the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus. Some information contained in this
prospectus updates the information incorporated by reference, and information
that we file subsequently with the SEC will automatically update this
prospectus. In other words, in the case of a conflict or inconsistency between
information set forth in this prospectus and information incorporated by
reference into this prospectus, you should rely on the information contained in
the document that was filed later. We incorporate by reference our Annual Report
on Form 10-K for the year ended June 30, 2001 (which incorporates by reference
certain portions of our 2001 Annual Report to Shareholders, including financial
statements and notes thereto, and certain portions of our definitive Notice and
Proxy Statement for our Annual Meeting of Shareholders to be held on November 1,
2001), and any filings we make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the initial filing of the
registration statement that contains this prospectus and prior to the time that
we sell all the securities offered by this prospectus.
2
You may request a copy of these filings, other than an exhibit to a filing
unless that exhibit is specifically incorporated by reference into that filing,
at no cost, by writing to or telephoning us at the following address:
Secretary
Archer-Daniels-Midland Company
4666 Faries Parkway
Decatur, Illinois 62526
Phone: (217) 424-5200
You should rely only on the information incorporated by reference or
presented in this prospectus or the applicable prospectus supplement. Neither
we, nor any underwriters or agents, have authorized anyone else to provide you
with different information. We may only use this prospectus to sell securities
if it is accompanied by a prospectus supplement. We are only offering these
securities in states where the offer is permitted. You should not assume that
the information in this prospectus or the applicable prospectus supplement is
accurate as of any date other than the dates on the front of those documents.
THE COMPANY
We are a major processor of agricultural products for the food and feed
industries. We are one of the world's largest oilseed and vegetable oil
processors, corn refiners, cocoa processors, fuel alcohol producers and wheat
millers.
We were incorporated in Delaware in 1923 as the successor to a business
formed in 1902. Our executive offices are located at 4666 Faries Parkway,
Decatur, Illinois 62526. Our telephone number is (217) 424-5200.
When we refer to "our company," "we," "our" and "us" in this prospectus
under the headings "The Company," "Use of Proceeds" and "Ratios of Earnings to
Fixed Charges," we mean Archer-Daniels-Midland Company, its subsidiaries and
their predecessors unless the context indicates otherwise. When such terms are
used elsewhere in this prospectus, we refer only to Archer-Daniels-Midland
Company unless the context indicates otherwise.
USE OF PROCEEDS
Unless the applicable prospectus supplement states otherwise, the net
proceeds from the sale of the offered securities will be added to our general
funds and will be available for general corporate purposes, including:
- meeting our working capital requirements;
- funding capital expenditures and possible acquisitions of, or investments
in, businesses and assets; and
- repaying indebtedness originally incurred for general corporate purposes.
Until we use the net proceeds, we will invest them in short-term or
long-term marketable securities or use them to repay short-term borrowings.
RATIO OF EARNINGS TO FIXED CHARGES
Set forth below is the consolidated ratio of earnings to fixed charges for
each of the years in the five-year period ended June 30, 2001.
FISCAL YEAR ENDED JUNE 30,
-----------------------------------------
1997 1998 1999 2000 2001
----- ----- ----- ----- -----
Ratio of Earnings to Fixed Charges...................... 3.02x 2.47x 1.88x 1.54x 1.84x
3
The ratio of earnings to fixed charges is calculated as follows:
(earnings)
-------------------------
(fixed charges)
For purposes of calculating the ratios, earnings consist of:
- pre-tax income from continuing operations before minority interest in
income from consolidated subsidiaries and income or loss from equity
investees;
- fixed charges;
- amortization of capitalized interest; and
- distributed income of equity investees;
- minus capitalized interest; and
- minus the minority interest in pre-tax income of subsidiaries that have
not incurred fixed charges.
For purposes of calculating the ratios, fixed charges consist of:
- interest expensed and capitalized;
- amortized premiums, discounts and capitalized expenses related to
indebtedness; and
- an estimate of the interest portion of rental expense on operating
leases.
DESCRIPTION OF DEBT SECURITIES
This section describes the general terms and provisions of our debt
securities. The prospectus supplement will describe the specific terms of the
debt securities offered through that prospectus supplement and any general terms
outlined in this section that will not apply to those debt securities.
The debt securities will be issued under an indenture dated as of June 1,
1986 between us and The Chase Manhattan Bank, formerly known as Chemical Bank,
as trustee. The indenture has been amended and supplemented by a supplemental
indenture dated as of August 1, 1989 and amended by the Trust Indenture Reform
Act of 1990. We have summarized certain terms and provisions of the indenture in
this section. We have also filed the indenture as an exhibit to the registration
statement. You should read the indenture for additional information before you
buy any debt securities. The summary that follows includes references to section
numbers of the indenture so that you can more easily locate these provisions.
GENERAL
The debt securities will be our unsecured and unsubordinated obligations
ranking on parity with all of our other unsecured and unsubordinated
indebtedness.
The indenture does not limit the amount of debt securities that we may
issue and provides that we may issue debt securities from time to time in one or
more series. (Section 301).
A prospectus supplement relating to a series of debt securities being
offered will include specific terms relating to the offering. (Section 301).
These terms will include some or all of the following:
- the title of the debt securities of the series;
- any limit on the total principal amount of the debt securities of that
series;
- whether we may issue additional debt securities of an already outstanding
series without the consent of the holders of the outstanding debt
securities of that series;
- whether the debt securities will be issuable as registered securities,
bearer securities or both;
4
- whether any of the debt securities are to be issuable initially in
temporary global form;
- whether any of the debt securities are to be issuable in permanent global
form;
- the price or prices (generally expressed as a percentage of the total
principal amount) at which the debt securities will be issued;
- the person to whom interest on the debt securities is payable, if such
person is not the person in whose name the debt securities are
registered;
- the date or dates on which the debt securities will mature;
- any mandatory or optional sinking fund or analogous provisions;
- if the debt securities bear interest:
- the interest rate or rates on the debt securities or the formula by
which the interest rate or rates shall be determined;
- the dates from which any interest will accrue;
- any circumstances under which we may defer interest payments;
- the record and interest payment dates for debt securities that are
registered securities; and
- the extent to which, or the manner in which, any interest payable on a
global security will be paid if other than in the manner described
below under "Global Securities;"
- the place or places where:
- we can make payments on the debt securities;
- the debt securities can be presented for registration of transfer or
exchange; and
- notice and demands can be given to us relating to the debt securities
and under the indenture;
- the date, if any, after which and the price or prices (and other
applicable terms and provisions) at which we may redeem the offered debt
securities pursuant to any optional or mandatory redemption provisions
that would permit or require us or the holders of the debt securities to
redeem the debt securities prior to their final maturity;
- any sinking fund provisions that would obligate us to redeem the debt
securities before their final maturity;
- the denominations in which any debt securities which are registered debt
securities will be issuable, if other than denominations of $1,000 or
multiples of $1,000;
- the denominations in which any debt securities which are bearer
securities will be issuable, if other than denominations of $5,000;
- the currency or currencies of payment on the debt securities;
- any index used to determine the amount of payments on the debt
securities;
- the portion of the principal payable upon acceleration of the debt
securities following an event of default, if such portion is less than
the principal amount of the debt securities;
- any events of default which will apply to the debt securities in addition
to those contained in the indenture;
- any additional covenants applicable to the debt securities;
- whether the provisions described below under the heading "Defeasance"
apply to the debt securities;
5
- any special provisions for the payment of additional amounts with respect
to the debt securities; and
- any other terms and provisions of the debt securities not inconsistent
with the terms and provisions of the indenture. (Section 301).
If the purchase price of any of the debt securities is denominated in a
foreign or composite currency or currencies, or if the principal of and any
premium and interest on any series of debt securities is payable in a foreign or
composite currency or currencies, then the restrictions, elections, general tax
considerations, specific terms and other information with respect to such issue
of debt securities and such foreign or composite currency or currencies will be
set forth in the applicable prospectus supplement.
When we use the term "holder" in this prospectus with respect to a
registered debt security, we mean the person in whose name such debt security is
registered in the security register. (Section 101).
DENOMINATIONS, REGISTRATION AND TRANSFER
We may issue the debt securities as registered securities, bearer
securities or both. We may issue debt securities in the form of one or more
global securities, as described below under "Global Securities." Unless we state
otherwise in the applicable prospectus supplement, registered securities
denominated in U.S. dollars will be issued only in denominations of $1,000 or
multiples of $1,000. Bearer securities denominated in U.S. dollars will be
issued only in denominations of $5,000 with coupons attached. A global security
will be issued in a denomination equal to the total principal amount of
outstanding debt securities represented by that global security. The prospectus
supplement relating to debt securities denominated in a foreign or composite
currency will specify the denominations of the debt securities. (Sections 201,
203, 301 and 302).
See "Global Securities" and "Bearer Debt Securities" below.
You may exchange any debt securities of a series for other debt securities
of that series if the other debt securities are denominated in authorized
denominations and have the same aggregate principal amount and the same terms as
the debt securities that were surrendered for exchange. In addition, if debt
securities of any series are issuable as both registered securities and as
bearer securities, you may, subject to the terms of the indenture, exchange
bearer securities (with all unmatured coupons, except as provided below, and all
matured coupons in default attached) of the series for registered securities of
the same series of any authorized denominations and that have the same aggregate
principal amount and the same terms as the debt securities that were surrendered
for exchange.
Unless we state otherwise in the applicable prospectus supplement, any
bearer security surrendered in exchange for a registered security between a
record date and the relevant date for payment of interest shall be surrendered
without the coupon relating to such date for payment of interest attached.
Interest will not be payable on the registered security on the relevant date for
payment of interest issued in exchange for the bearer security, but will be
payable only to the holder of such coupon when due in accordance with the terms
of the indenture.
Unless we state otherwise in the applicable prospectus supplement, bearer
securities will not be issued in exchange for registered securities. (Section
305).
The debt securities (other than a global security) may be presented for
registration of transfer, duly endorsed or accompanied by a satisfactory written
instrument of transfer, at the office or agency maintained by us for that
purpose in a place of payment. There will be no service charge for any
registration of transfer or exchange of the debt securities, but we may require
you to pay any tax or other governmental charge payable in connection with a
transfer or exchange of the debt securities. (Section 305). If the applicable
prospectus supplement refers to any office or agency, in addition to the
security registrar, initially designated by us where you can surrender the debt
securities for registration of transfer or exchange, we may at any time rescind
the designation of any such office or agency or approve a change in the
location. If debt securities of a series are issuable only as registered
securities, we will be
6
required to maintain a transfer agent in each place of payment for such series.
If debt securities of a series are issuable as bearer securities, we will be
required to maintain, in addition to the security registrar, a transfer agent in
a place of payment for such series located outside the United States. We may at
any time designate additional transfer agents with respect to any series of debt
securities. (Section 1002).
If we redeem the debt securities in part, we shall not be required to:
- issue, register the transfer of or exchange debt securities of any series
during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of debt securities selected
to be redeemed and ending at the close of business on:
- the day of mailing of the relevant notice of redemption, if debt
securities of the series are issuable only as registered securities,
or
- the day of the first publication of the relevant notice of redemption,
if debt securities of the series are issuable as bearer securities, or
- the mailing of the relevant notice of redemption, if debt securities
of that series are also issuable as registered securities and there is
no publication;
- register the transfer of or exchange any registered security called for
redemption, except for the unredeemed portion of any registered security
being redeemed in part; or
- exchange any bearer security called for redemption, except to exchange
the bearer security for a registered security of that series and like
tenor which is immediately surrendered for redemption. (Section 305).
ORIGINAL ISSUE DISCOUNT SECURITIES
Debt securities may be issued under the indentures as original issue
discount securities and sold at a discount below their stated principal amount.
If a debt security is an original issue discount security, an amount less than
the principal amount of the debt security will be due and payable upon a
declaration of acceleration of the maturity of the debt security under the
applicable indenture. (Section 101) The applicable prospectus supplement will
describe the federal income tax consequences and other special factors you
should consider before purchasing any original issue discount securities.
PAYMENTS AND PAYING AGENTS
Unless we state otherwise in the applicable prospectus supplement, payment
of principal and any premium and interest on registered securities, other than a
global security, will be made at the office of the paying agent or paying agents
we may designate from time to time. At our option, payment of any interest may
be made (i) by check mailed to the address of the payee entitled to payment at
the address listed in the security register, or (ii) by wire transfer to an
account maintained by the payee as specified in the security register. (Sections
305, 307 and 1002). Unless we state otherwise in the applicable prospectus
supplement, payment of any installment of interest on registered securities will
be made to the person in whose name the registered security is registered at the
close of business on the regular record date for such interest payment. (Section
307).
Unless we state otherwise in the applicable prospectus supplement, payment
of principal and any premium and interest on bearer securities will be payable,
subject to applicable laws and regulations, at the offices of the paying agent
or paying agents outside the United States that we may designate from time to
time. At our option, payment of any interest may be made by check or by wire
transfer to an account maintained by the payee outside the United States.
(Sections 307 and 1002). Unless we state otherwise in the applicable prospectus
supplement, payment of interest on bearer securities on any
7
interest payment date will be made only against surrender of the coupon relating
to that interest payment date. (Section 1001). No payment on any bearer security
will be made:
- at any of our offices or agencies in the United States;
- by check mailed to any address in the United States; or
- by transfer to an account maintained in the United States.
Neither we nor our paying agents will make payment on bearer securities or
coupons, or upon any other demand for payment, if you present them to us or our
paying agents within the United States. Notwithstanding the foregoing, payment
of principal of and any premium and interest on bearer securities denominated
and payable in U.S. dollars will be made at the office of our paying agent in
the United States if, and only if:
- payment of the full amount payable in U.S. dollars at all offices or
agencies outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions; and
- we have delivered to the trustee an opinion of counsel to that effect.
(Section 1002).
Unless we state otherwise in the applicable prospectus supplement, the
principal office of the trustee in New York City will be designated as our sole
paying agent for payments on debt securities that are issuable only as
registered securities. We will name in the applicable prospectus supplement any
paying agent outside the United States, and any other paying agent in the United
States, initially designated by us for the debt securities. We may, at any time:
- designate additional paying agents;
- rescind the designation of any paying agent; or
- approve a change in the office through which any paying agent acts.
If debt securities of a series are issuable only as registered securities,
we will be required to maintain a paying agent in each place of payment for that
series. If debt securities of a series are issuable as bearer securities, we
will be required to maintain:
- a paying agent in each place of payment for that series in the United
States for payments on any registered securities of that series, and for
payments on bearer securities of that series in the circumstances
described in the second paragraph under "Payments and Paying Agents;"
- a paying agent in each place of payment located outside the United States
where debt securities of that series and any coupons may be presented and
surrendered for payment. If the debt securities of that series are listed
on The International Stock Exchange (London), the Luxembourg Stock
Exchange or any other stock exchange located outside the United States
and such stock exchange shall so require, then we will maintain a paying
agent in London, Luxembourg City or any other required city located
outside the United States for debt securities of that series; and
- a paying agent in each place of payment located outside the United States
where, subject to applicable laws and regulations, registered securities
of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon us may be served.
(Section 1002).
Any money that we pay to a paying agent for the purpose of making payments
on the debt securities and that remains unclaimed two years after the payments
were due will be returned to us. After that time, any holder of a debt security
or any coupon may only look to us for payments on the debt security or coupon.
(Section 1003).
8
GLOBAL SECURITIES
We may issue the debt securities of a series, in whole or in part, in the
form of one or more global securities that will be deposited with, or on behalf
of, a depositary identified in the applicable prospectus supplement. We may
issue global securities (i) in either registered or bearer form, and (ii) in
either temporary or permanent form. (Sections 201, 203, 301, 304). Unless and
until it is exchanged for debt securities in definitive form, a temporary global
security in registered form may not be transferred except as a whole by:
- the depositary for the global security to a nominee of the depositary;
- a nominee of the depositary to the depositary or another nominee of the
depositary; or
- the depositary or any nominee of the depositary to a successor of the
depositary or a nominee of such successor.
We will describe the specific terms of the depositary arrangement with
respect to a series, or part of a series, of debt securities in the applicable
prospectus supplement.
BEARER DEBT SECURITIES
If we issue bearer securities, the applicable prospectus supplement will
describe all of the special terms and provisions of debt securities in bearer
form, and the extent to which those special terms and provisions are different
from the terms and provisions which are described in this prospectus, which
generally apply to debt securities in registered form, and will summarize
provisions of the applicable indenture that relate specifically to bearer debt
securities.
TAX REDEMPTION
All Debt Securities. To the extent specified in an applicable prospectus
supplement, debt securities of a series will be subject to redemption at any
time, as a whole but not in part, at a redemption price equal to 100% of the
principal amount of the debt securities together with accrued and unpaid
interest to the date fixed for redemption, upon publication of a notice as
described below, if we determine that:
- we have or will become obligated to pay additional amounts with respect
to any debt security of that series as described below under "Payment of
Additional Amounts" because of
- any change in or amendment to the laws, or regulations or rulings
under such laws, of the United States or any political subdivision or
taxing authority affecting taxation, or
- any change in official position regarding application or
interpretation of such laws, regulations or rulings
which change or amendment is announced or becomes effective on or after a
date specified in the applicable prospectus supplement; or
- on or after a date specified in the applicable prospectus supplement
- any action has been taken by any taxing authority of, or any decision
has been rendered in a court of competent jurisdiction in, the United
States or any political subdivision or taxing authority, including any
of those actions specified in the preceding bullet points, regardless
of whether such action was taken or decision was rendered with respect
to us, or
- any change, amendment, application or interpretation shall be
officially proposed
which, in the written opinion of our independent legal counsel of
recognized standing, will result in a material probability that we will
become obligated to pay additional amounts with respect to any debt
security of that series as described below under "Payment of Additional
Amounts;" and
- in our business judgment that we cannot avoid the obligation to pay
additional amounts with respect to any debt security of that series by
the use of reasonable measures available to us.
9
Certificates and Notice. If we elect to redeem affected securities of a
series pursuant to the provisions of this "Tax Redemption," we will deliver to
the trustee a certificate, signed by an authorized officer, stating that we are
entitled to redeem the affected securities of such series pursuant to their
terms. (Section 1102).
We will give notice of our intention to redeem affected securities, and all
other notices in accordance with the provisions of this "Tax Redemption," in
accordance with "Notices" below. In the case of a redemption, we will give
notice once not more than 60 days, but not less than 30 days, before the date
fixed for redemption and will specify the date fixed for redemption. (Section
1104).
PAYMENT OF ADDITIONAL AMOUNTS
If and to the extent specified in an applicable prospectus supplement, we
will, subject to the exceptions and limitations set forth below, pay to the
holder of any debt security or coupon who is a United States Alien such
additional amounts as may be necessary in order that every net payment on the
debt security or coupon, after withholding for or on account of any present or
future tax, assessment or other governmental charge imposed upon or as a result
of that payment by the United States (or any political subdivision or taxing
authority), will not be less than the amount provided for in the debt security
or coupon to be then due and payable.
We will not, however, make any payment of additional amounts for or on
account of:
- any tax, assessment or other governmental charge that would not have been
imposed but for
- the existence of any present or former connection between the holder
(or between a fiduciary, settlor or beneficiary of, or a person
holding a power over, the holder, if the holder is an estate or trust;
or a member or shareholder of the holder, if the holder is a
partnership or corporation) and the United States. Such connection may
include, without limitation, the holder (or such fiduciary, settlor,
beneficiary, person holding a power, member or shareholder) (i) being
or having been a citizen, resident or treated as a resident of the
United States, (ii) being or having been engaged in a trade or
business or present in the United States, or (iii) having or having
had a permanent establishment in the United States, or
- the holder's present or former status as a personal holding company,
foreign personal holding company, controlled foreign corporation or
passive foreign investment company with respect to the United States
or as a corporation that accumulates earnings to avoid United States
federal income tax;
- any tax, assessment or other governmental charge which would not have
been imposed but for the presentation by the holder of the debt security
or coupon for payment on a date more than 10 days after (i) the date on
which such payment became due and payable, or (ii) the date on which
payment is duly provided for, whichever occurs later;
- any estate, inheritance, gift, sales, transfer, personal property tax or
any similar tax, assessment or other governmental charge;
- any tax, assessment or other governmental charge that is payable other
than by withholding from a payment on a debt security or coupon;
- any tax, assessment or other governmental charge imposed on a holder of a
debt security or coupon that (i) actually or constructively owns 10% or
more of the total combined voting power of all classes of our stock
entitled to vote within the meaning of Section 871(h)(3) of the Internal
Revenue Code, or (ii) is a controlled foreign corporation related to us
through stock ownership;
- any tax, assessment or other governmental charge imposed as a result of
the failure to comply with applicable certification, information,
documentation or other reporting requirements concerning the nationality,
residence, identity or connection with the United States of the holder or
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beneficial owner of a debt security or coupon, if such compliance is
required by statute, or by regulation of the United States, as a
precondition to relief or exemption from such tax, assessment or other
governmental charge;
- any tax, assessment or other governmental charge required to be withheld
by any paying agent from any payment on a debt security or coupon if the
payment can be made without such withholding by at least one other paying
agent;
- any tax, assessment or other governmental charge imposed with respect to
payments on any registered security by reason of the failure of the
holder to fulfill the statement requirement of Sections 871(h) or 881(c)
of the Internal Revenue Code; or
- any combination of items listed above.
In addition, we will not pay additional amounts with respect to any payment
on a debt security or coupon to a holder who is (i) a fiduciary, (ii) a
partnership, or (iii) other than the sole beneficial owner of such payment, to
the extent such payment would be required by the laws of the United States (or
any political subdivisions or taxing authority) to be included in the income,
for federal income tax purposes, of a beneficiary or settlor with respect to
such fiduciary or a member of such partnership or a beneficial owner who would
not have been entitled to payment of the additional amounts had such
beneficiary, settlor, member or beneficial owner been the holder of the debt
security or coupon. (Section 1004).
The term "United States Alien" means any person who, for United States
federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is a foreign
corporation, a non-resident alien individual or a non-resident alien fiduciary
of a foreign estate or trust. (Section 101).
COVENANTS CONTAINED IN THE INDENTURE
The indenture contains certain restrictive covenants that apply to us and
our Restricted Subsidiaries.
A "Restricted Subsidiary" is any Subsidiary of ours, but does not include a
Subsidiary (i) that does not transact any substantial portion of its business in
the United States and does not regularly maintain any substantial portion of its
fixed assets in the United States, or (ii) that is engaged primarily in
financing our operations or the operations of our Subsidiaries outside the
United States. (Section 101).
A "Subsidiary" is a corporation in which we, or one or more of our other
Subsidiaries, directly or indirectly, own more than 50% of the outstanding
voting stock. (Section 101).
"Principal Domestic Manufacturing Property" means any building, structure
or other facility, together with the land on which it is erected and fixtures
that are part of such building, located in the United States that is used by us
or our Subsidiaries primarily for manufacturing, processing or warehousing,
- the gross book value of which exceeds 1% of our Consolidated Net Tangible
Assets, other than such building
- that is financed by obligations issued by a state, territory or
possession of the United States, or any of their political
subdivisions, the interest on which is excludable from gross income of
the holders pursuant to Section 103(a)(1) of the Internal Revenue
Code, or
- that is not of material importance to the total business conducted by
us and our Subsidiaries, taken as a whole. (Section 101).
"Consolidated Net Tangible Assets" means the total amount of our assets,
minus applicable reserves and other properly deductible items, minus
- all current liabilities, excluding Funded Debt included by reason of
being renewable or extendible, and
11
- all goodwill, trade names, patents, unamortized debt discount and
expense, and other similar intangibles to the extent not deducted as
reserves and deductible items set forth above,
all as set forth on our most recent consolidated balance sheet. (Section 101).
"Funded Debt" means indebtedness for money borrowed having a maturity at,
or being renewable or extendable by the borrower to a date, more than 12 months
from the date of determination in the amount set forth on our most recent
consolidated balance sheet. Funded Debt does not include (i) any amount in
respect of obligations under leases, or guarantees thereof, whether or not such
obligations or guarantees would be included as liabilities on a consolidated
balance sheet, or (ii) any principal amount of indebtedness required to be
redeemed within 12 months from the date of determination pursuant to any sinking
fund provisions or otherwise. (Section 101).
RESTRICTIONS ON SECURED DEBT
The indenture provides that neither we nor our Restricted Subsidiaries may
incur or otherwise create any new Secured Debt. The restriction on creating new
Secured Debt, however, does not apply if the debt securities are secured equally
and ratably with the new Secured Debt. (Section 1009).
"Secured Debt" means Debt that is secured by a Mortgage on
- any Principal Domestic Manufacturing Property owned by us or any
Restricted Subsidiary; or
- any shares of stock or Debt of any Restricted Subsidiary.
"Debt" means incurring, issuing, assuming or guaranteeing any notes, bonds,
debentures or other similar evidence of indebtedness. (Section 1009).
"Mortgage" means any mortgage, pledge, lien, security interest, conditional
sale or other title retention agreement or similar encumbrance. (Section 101).
The restriction on incurring or otherwise creating any new Secured Debt
does not apply to the following "Permitted Liens":
- Mortgages on property of, or on any shares of stock or Debt of, any
corporation existing at the time such corporation becomes a Restricted
Subsidiary;
- Mortgages in favor of us or a Restricted Subsidiary;
- Mortgages in favor of United States governmental bodies to secure
progress or advance payments;
- Mortgages on property, shares of stock or Debt existing at or incurred
within 120 days after the acquisition of such property, shares or Debt,
including acquisition through merger or consolidation;
- purchase money Mortgages and construction Mortgages; and
- certain extensions, renewals or replacements of Debt secured by any
Mortgage referred to in the previous bullet points. (Section 1009).
In addition, we or any Restricted Subsidiary may incur or otherwise create
Secured Debt without equally and ratably securing the debt securities if, when
such Secured Debt is incurred or created, the total amount of all outstanding
Secured Debt, excluding Permitted Liens, plus Attributable Debt, as defined
below, relating to sale and leaseback transactions does not exceed 5% of our
Consolidated Net Tangible Assets. (Section 1009).
The indenture does not restrict us or our Subsidiaries from incurring
unsecured Debt.
RESTRICTIONS ON SALE AND LEASEBACK TRANSACTIONS
The indenture provides that neither we nor any of our Restricted
Subsidiaries may enter into any sale and leaseback transaction involving any
Principal Domestic Manufacturing Property which has been
12
or is to be sold or transferred more than 120 days after its acquisition or the
completion of construction and commencement of full operation, unless either:
(1) we or the Restricted Subsidiary would be entitled to incur Debt secured
by a Mortgage, pursuant to the provisions discussed above under the heading
"Restrictions on Secured Debt," on the Principal Domestic Manufacturing Property
to be leased back in an amount equal to the Attributable Debt with respect to
the sale and leaseback transaction without equally and ratably securing the debt
securities; or
(2) within 120 days after the sale or transfer, we apply to the retirement
of our Funded Debt an amount equal to the greater of
- the net proceeds of the sale of the Principal Domestic Manufacturing
Property leased pursuant to the arrangement, or
- the fair market value of the Principal Domestic Manufacturing Property
so leased.
The restriction on sale and leaseback transactions does not apply to a sale
and leaseback transaction (i) between us and a Restricted Subsidiary or between
Restricted Subsidiaries, or (ii) that involves the taking back of a lease for a
period of less than three years. (Section 1010).
The term "Attributable Debt" means the net amount of rent, discounted to
the date of determination at a rate per annum of 15%, compounded semi-annually,
required to be paid during the remaining term of any lease. (Section 101).
RESTRICTIONS ON MERGERS AND SALES OF ASSETS
The indenture generally permits a consolidation or merger between us and
another entity. It also permits the sale or transfer by us of all or
substantially all of our property and assets. These transactions are permitted
if:
- the resulting or acquiring entity, if other than us, is organized and
existing under the laws of a United States jurisdiction and assumes all
of our responsibilities and liabilities under the indenture, including
the payment of all amounts due on the debt securities and performance of
the covenants in the indenture;
- immediately after the transaction, and giving effect to the transaction,
no event of default under the indenture exists;
- as a result of such transaction, our properties or assets or Restricted
Subsidiaries' properties or assets would become subject to a Mortgage not
permitted pursuant to the provisions discussed above under the heading
"Restrictions on Secured Debt" without equally and ratably securing the
debt securities, steps shall have been taken to secure the debt
securities equally and ratably with all indebtedness secured by such
Mortgage; and
- we have delivered to the trustee an officers' certificate and an opinion
of counsel, each stating that the transaction and, if a supplemental
indenture is required in connection with the transaction, the
supplemental indenture comply with the indenture and that all conditions
precedent to the transaction contained in the indenture have been
satisfied. (Section 801).
If we consolidate or merge with or into any other entity or sell or lease
all or substantially all of our assets according to the terms and conditions of
the indenture, the resulting or acquiring entity will be substituted for us in
the indenture with the same effect as if it had been an original party to the
indenture. As a result, such successor entity may exercise our rights and powers
under the indenture, in our name and, except in the case of a lease, we will be
released from all our liabilities and obligations under the indenture and under
the debt securities and coupons. (Section 802).
Notwithstanding the foregoing provisions, we may transfer all of our
property and assets to another corporation if, immediately after giving effect
to the transfer, such corporation is our Wholly-Owned
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Restricted Subsidiary (as defined below) and we would be permitted to become
liable for an additional amount of Secured Debt. (Section 803).
The term "Wholly-Owned Restricted Subsidiary" means any Restricted
Subsidiary in which we and our other Wholly-Owned Restricted Subsidiaries own
all of the outstanding Funded Debt and capital stock (other than directors'
qualifying shares). (Section 101).
MODIFICATION AND WAIVER
Under the indenture, certain of our rights and obligations and certain of
the rights of the holders of the debt securities may be modified or amended with
the consent of the holders of not less than 66 2/3% of the total principal
amount of the outstanding debt securities of each series of debt securities
affected by the modification or amendment. However, the following modifications
and amendments will not be effective against any holder without its consent:
- a change in the stated maturity date of any payment of principal or
interest;
- a reduction in the principal amount of, or premium or interest on, any
debt security;
- a reduction in the amount of principal of an original issue discount debt
security due and payable upon acceleration of the maturity of such debt
security;
- a change in place of payment where, or the currency in which, any payment
on the debt securities is payable;
- an impairment of a holder's right to sue us for the enforcement of
payments due on the debt securities; or
- a reduction in the percentage of outstanding debt securities of any
series required to consent to a modification or amendment of the
indenture or required to consent to a waiver of compliance with certain
provisions of the indenture or certain defaults under the indenture.
(Section 902).
Under the indenture, the holders of at least a majority of the total
principal amount of the outstanding debt securities of any series of debt
securities may, on behalf of all holders of such series of debt securities:
- waive compliance by us with certain restrictive provisions of the
indenture; and
- waive any past default under the indenture, except:
- a default in the payment of the principal of, or any premium or
interest on, any debt securities of that series; or
- a default under any provision of the indenture which itself cannot be
modified or amended without the consent of the holders of each
outstanding debt security of that series. (Sections 513 and 1012).
EVENTS OF DEFAULT
"Event of Default," when used in the indenture with respect to any series
of debt securities, means any of the following:
- failure to pay interest on any debt security of that series for 30 days
after the payment is due;
- failure to pay the principal of, or any premium on, any debt security of
that series when due;
- failure to deposit any sinking fund payment on debt securities of that
series when due;
- failure to perform any other covenant in the indenture that applies to
debt securities of that series for 60 days after we have received written
notice of the failure to perform in the manner specified in the
indenture;
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- default under any debt, or under any Mortgage, indenture or instrument
under which such debt is issued or secured, under which we or any
consolidated Subsidiary, including a default with respect to debt
securities of any other series, and the maturity of such indebtedness has
been accelerated, unless the acceleration is rescinded, or such debt is
paid or waived in the case of default upon debt with a principal amount
of less than $1,000,000, within 10 days after we have received written
notice of the default in the manner specified in the indenture;
- certain events in bankruptcy, insolvency or reorganization; or
- any other Event of Default that may be specified for the debt securities
of that series when that series is created. (Section 501).
If an Event of Default for any series of debt securities occurs and
continues, the trustee or the holders of at least 25% in aggregate principal
amount of the outstanding debt securities of the series may declare the entire
principal of all the debt securities of that series to be due and payable
immediately. If such a declaration occurs, the holders of a majority of the
aggregate principal amount of the outstanding debt securities of that series
can, subject to conditions, rescind the declaration. (Sections 501, 502 and
513).
The prospectus supplement relating to a series of debt securities which are
original issue discount securities will describe the particular provisions that
relate to the acceleration of maturity of a portion of the principal amount of
the series when an Event of Default occurs and continues.
The indenture requires us to file an officers' certificate with the trustee
each year that states, to the knowledge of the certifying officer, no defaults
exist under the terms of the indenture. (Section 1011). The trustee may withhold
notice to the holders of debt securities of any default, except defaults in the
payment of principal, premium, interest or any sinking fund installment, if it
considers the withholding of notice to be in the best interests of the holders.
For purposes of this paragraph, "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default under the
indenture with respect to the debt securities of the applicable series. (Section
602).
Other than its duties in the case of a Event of Default, a trustee is not
obligated to exercise any of its rights or powers under the indenture at the
request, order or direction of any holders of debt securities, unless the
holders offer the trustee reasonable indemnification. (Sections 601, 603). If
reasonable indemnification is provided, then, subject to other rights of the
trustee, the holders of a majority in aggregate principal amount of the
outstanding debt securities of any series may, with respect to the debt
securities of that series, direct the time, method and place of:
- conducting any proceeding for any remedy available to the trustee; or
- exercising any trust or power conferred upon the trustee. (Sections 512,
603).
The holder of a debt security of any series will have the right to begin
any proceeding with respect to the indenture or for any remedy only if:
- the holder has previously given the trustee written notice of a
continuing Event of Default with respect to that series;
- the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series have made a written request
of, and offered reasonable indemnification to, the trustee to begin such
proceeding;
- the trustee has not started such proceeding within 60 days after
receiving the request; and
- the trustee has not received directions inconsistent with such request
from the holders of a majority in aggregate principal amount of the
outstanding debt securities of that series during those 60 days. (Section
507).
15
However, the holder of any debt security will have an absolute right to receive
payment of principal of, and any premium and interest on, the debt security when
due and to institute suit to enforce this payment. (Section 508).
DEFEASANCE
Defeasance and Discharge. At the time that we establish a series of debt
securities under the indenture, we can provide that the debt securities of that
series are subject to the defeasance and discharge provisions of the indenture.
If we so provide, we will be discharged from our obligations on the debt
securities of that series if:
- we deposit with the trustee, in trust, sufficient money or U.S.
Government Obligations, or a combination, to pay the principal, any
interest, any premium and any other sums due on the debt securities of
that series, such as sinking fund payments, on the dates the payments are
due under the applicable indenture and the terms of the debt securities;
- we deliver to the trustee an opinion of counsel that states that the
holders of the debt securities of that series will not recognize income,
gain or loss for federal income tax purposes as a result of the deposit
and will be subject to federal income tax on the same amounts and in the
same manner and at the same times as would have been the case if no
deposit had been made; and
- we deliver to the trustee an opinion of counsel that states that if the
debt securities of that series are listed on any domestic or foreign
securities exchange, the debt securities will not be delisted as a result
of the deposit. (Section 403).
The term "U.S. Government Obligations" means direct obligations of the
United States of America backed by the full faith and credit of the United
States. (Section 101).
In the event that we deposit money and/or U.S. Government Obligations in
trust and discharge our obligations under a series of debt securities as
described above, then:
- the indenture will no longer apply to the debt securities of that series;
however, certain obligations to compensate, reimburse and indemnify the
trustee, to register the transfer and exchange of debt securities, to
replace lost, stolen or mutilated debt securities and to maintain paying
agencies and the trust funds will continue to apply; and
- holders of debt securities of that series can only look to the trust fund
for payment of principal of, or any premium or interest on, the debt
securities of that series. (Section 403).
Defeasance of Certain Covenants and Certain Events of Default. At the time
that we establish a series of debt securities under the indenture, we can
provide that the debt securities of that series are subject to the covenant
defeasance provisions of the indenture. If we so provide and we make the deposit
and deliver the opinion of counsel described above in this section under the
heading "Defeasance and Discharge":
- we will not have to comply with the following restrictive covenants
contained in the indenture:
- Consolidation, Merger, Conveyance, Transfer or Lease (Sections 801,
803);
- Corporate Existence (Section 1005);
- Purchase of Securities by Company or Subsidiary (Section 1006);
- Maintenance of Properties (Section 1007);
- Payment of Taxes and Other Claims (Section 1008);
- Restriction on Secured Debt (Section 1009); and
- Restrictions on Sale and Leaseback Transactions (Section 1010); and
16
- we will not have to treat the events described in the fourth bullet point
under "Events of Default" as they relate to the covenants listed above
that have been defeased and are no longer in effect, or the events
described in the fifth, sixth and seventh bullet points under "Events of
Default," as Events of Default under the indenture with respect to such
series.
In the event of a defeasance, our obligations under the indenture and the
debt securities, other than with respect to the covenants and the Events of
Default specifically referred to above, will remain in effect. (Section 1013).
If we exercise our option not to comply with the covenants listed above and
the debt securities of the series become immediately due and payable because an
Event of Default has occurred, other than as a result of an Event of Default
specifically referred to above, the amount of money and/or U.S. Government
Obligations on deposit with the trustee will be sufficient to pay amounts due on
the debt securities of that series on the date the payments are due under the
indenture and the terms of the debt securities, but may not be sufficient to pay
amounts due at the time of acceleration. However, we would remain liable for the
balance of the payments. (Section 1013).
Substitution of Collateral. At the time that we establish a series of debt
securities under the indenture, we can provide for our ability to, at any time,
withdraw any money or U.S. Government Obligations deposited pursuant to the
defeasance provisions described above if we simultaneously substitute other
money and/or U.S. Government Obligations which would satisfy our payment
obligations on the debt securities pursuant to the defeasance provisions
applicable to those debt securities.
NOTICES
Unless we state otherwise in the applicable prospectus supplement, we will
give notices to holders of bearer securities by publication in a daily newspaper
in the English language of general circulation in New York City and London. As
long as the bearer securities are listed on the Luxembourg Stock Exchange and
such exchange requires publication of notice in a daily newspaper of general
circulation in Luxembourg City, we will give notices to holders of bearer
securities in such paper or, if not practical, elsewhere in Western Europe. We
expect to publish notices in The Wall Street Journal, the Financial Times and
the Luxemburger Wort. We will give notices by mail to holders of registered
securities at the addresses listed in the security register. (Sections 101 and
106).
TITLE
Title to any temporary global debt security, any permanent global debt
security, any bearer securities and any coupons issued with any bearer
securities will pass by delivery. We and the trustee, and any of ours or the
trustee's agents, may treat the bearer of any bearer security, the bearer of any
coupon and the registered owner of any registered security as the absolute owner
of the security or coupon, whether or not the debt security or coupon shall be
overdue and notwithstanding any notice to the contrary, for the purpose of
making payment and for all other purposes. (Section 308).
REPLACEMENT OF SECURITIES AND COUPONS
We will replace any mutilated security, or a mutilated coupon issued with a
security, at the holder's expense upon surrender of the security to the trustee.
We will replace securities or coupons that become destroyed, stolen or lost at
the holder's expense upon delivery to the trustee of the security and coupons or
evidence of the destruction, loss or theft satisfactory to us and the trustee.
If any coupon becomes destroyed, stolen or lost, we will replace it by issuing a
new security in exchange for the security with which the coupon was issued. In
the case of a destroyed, lost or stolen security or coupon, an indemnity
satisfactory to the trustee and us may be required at the holder's expense
before we will issue a replacement security. (Section 306).
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GOVERNING LAW
The indenture and the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York.
INFORMATION CONCERNING THE TRUSTEE
The Chase Manhattan Bank, formerly known as Chemical Bank, is the trustee
under the Indenture. From time to time, we maintain deposit accounts and conduct
other banking transactions with the trustee in the ordinary course of business.
The Chase Manhattan Bank also serves as trustee for certain of our other senior
unsecured debt obligations.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of our debt securities issued under
the indenture. We may issue warrants alone or together with any debt securities
offered by any prospectus supplement, and warrants may be attached to or
separate from the debt securities. As stated in the prospectus supplement
relating to the particular issue of warrants, we will issue the warrants under
one or more warrant agreements that we will enter into with a bank or trust
company, as warrant agent. The warrant agent will act solely as our agent in
connection with the warrant certificates. The warrant agent will not assume any
obligation or relationship of agency or trust for or with any holder of warrant
certificates or beneficial owners of warrants. We have summarized certain terms
and provisions of the form of warrant agreement in this section. We have also
filed the form of warrant agreement as an exhibit to the registration statement.
You should read the warrant agreement for additional information before you buy
any warrants.
GENERAL
If we offer warrants, the applicable prospectus supplement will identify
the warrant agent and describe the terms of the warrants, including the
following:
- the offering price;
- the currency for which warrants may be purchased;
- the designation, aggregate principal amount, currency of denomination and
payment, and terms of the debt securities purchasable upon exercise of
the warrants;
- if applicable, the designation and terms of the debt securities issued
with the warrants and the number of warrants issued with each debt
security;
- if applicable, the date on and after which the warrants and the related
debt securities will be separately transferable;
- the principal amount of debt securities purchasable upon exercise of one
warrant, and the price at and the currency in which the principal amount
of debt securities may be purchased upon such exercise;
- the date on which the right to exercise the warrants shall commence and
the date on which the right to exercise shall expire;
- United States federal income tax considerations;
- whether the warrants will be issued in registered or bearer form; and
- any other terms of the warrants.
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You may, at the corporate trust offices of the warrant agent or any other
office indicated in the applicable prospectus supplement:
- exchange warrant certificates for new warrant certificates of different
denominations;
- if the warrant certificates are in registered form, present them for
registration of transfer; and
- exercise warrant certificates.
Before exercising warrants, holders of warrants will not have any of the
rights of holders of the debt securities purchasable upon exercise, including
the right to receive payments on the debt securities purchasable upon exercise
or to enforce covenants in the indenture.
EXERCISE OF WARRANTS
Each warrant will entitle the holder to purchase the principal amount of
debt securities at the exercise price set forth in the applicable prospectus
supplement. You may exercise warrants at any time up to 5:00 p.m., New York City
time, on the expiration date set forth in the applicable prospectus supplement.
After the close of business on the expiration date (or such later date to which
we may extend the expiration date), unexercised warrants will become void.
You may exercise warrants by delivering payment to the warrant agent as
provided in the applicable prospectus supplement of the amount required to
purchase the debt securities, together with certain information set forth on the
reverse side of the warrant certificate. Warrants will be deemed to have been
exercised upon receipt of the exercise price, subject to the receipt within five
business days of the warrant certificate evidencing such warrants. Upon receipt
of payment and the warrant certificate properly completed and duly executed at
the corporate trust office of the warrant agent, or any other office indicated
in the applicable prospectus supplement, we will, as soon as practicable, issue
and deliver the debt securities purchased. If fewer than all of the warrants
represented by the warrant certificate are exercised, we will issue a new
warrant certificate for the remaining amount of warrants.
PLAN OF DISTRIBUTION
GENERAL
We may sell securities offered under this prospectus to or through
underwriters, agents or broker-dealers or directly to purchasers. As set forth
in the applicable prospectus supplement, we may offer debt securities alone or
with warrants (which may or may not be detachable from debt securities), and we
may offer the warrants alone. If we issue any warrants, debt securities will be
issuable upon exercise of the warrants. We also may offer the securities in
exchange for our outstanding indebtedness.
Underwriters, dealers and agents that participate in the distribution of
the securities offered under this prospectus may be underwriters as defined in
the Securities Act of 1933, and any discounts or commissions received by them
from us and any profit on the resale of the offered securities by them may be
treated as underwriting discounts and commissions under the Securities Act. Any
underwriters or agents will be identified and their compensation, including
underwriting discounts and commissions, will be described in the applicable
prospectus supplement. The prospectus supplement will also describe other terms
of the offering, including the initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers, and any securities
exchanges on which the offered securities may be listed.
The distribution of the securities offered under this prospectus may occur
from time to time in one or more transactions at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at prices
related to the prevailing market prices or at negotiated prices.
We may determine the price or other terms of the securities offered under
this prospectus by use of an electronic auction. We will describe in the
applicable prospectus supplement how any auction will be conducted to determine
the price or any other terms of the securities, how potential investors may
19
participate in the auction and, where applicable, the nature of the
underwriters' obligations with respect to the auction.
If the securities offered under this prospectus are issued in exchange for
our outstanding securities, the applicable prospectus supplement will set forth
the terms of the exchange, the identity of and the terms of sale of the
securities offered under this prospectus by the selling security holders.
If the applicable prospectus supplement indicates, we will authorize
dealers or our agents to solicit offers by institutions to purchase offered
securities from us under contracts that provide for payment and delivery on a
future date. We must approve all institutions, but they may include, among
others:
- commercial and savings banks;
- insurance companies;
- pension funds;
- investment companies; and
- educational and charitable institutions.
The institutional purchaser's obligations under the contract are only
subject to the condition that the purchase of the offered securities at the time
of delivery is allowed by the laws that govern the purchaser. The dealers and
our agents will not be responsible for the validity or performance of the
contracts.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make as a result of those
certain civil liabilities.
When we issue the securities offered by this prospectus, they may be new
securities without an established trading market. If we sell a security offered
by this prospectus to an underwriter for public offering and sale, the
underwriter may make a market for that security, but the underwriter will not be
obligated to do so and could discontinue any market making without notice at any
time. Therefore, we cannot give any assurances to you concerning the liquidity
of any security offered by this prospectus.
Each underwriter, dealer and agent participating in the distribution of any
debt securities that are issuable as bearer securities will agree that it will
not offer, sell or deliver, directly or indirectly, bearer securities in the
United States or to United States persons (other than a Qualifying Foreign
Branch of a United States Financial Institution) in connection with the original
issuance of any debt securities.
Underwriters and agents and their affiliates may be customers of, engage in
transactions with, or perform services for us or our subsidiaries in the
ordinary course of their businesses.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule incorporated in or included in our Annual
Report on Form 10-K for the year ended June 30, 2001, as set forth in their
report, which is incorporated by reference in this prospectus and elsewhere in
the registration statement. Our financial statements and schedule are
incorporated by reference in reliance on Ernst & Young LLP's report, given on
their authority as experts in accounting and auditing.
20
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission registration fee......... $125,000
Legal services.............................................. 60,000
Accounting services......................................... 50,000
Charges of Trustee.......................................... 124,000
Charges of Warrant Agent.................................... 24,000
Rating agency fees.......................................... 210,000
Printing and engraving...................................... 20,000
Miscellaneous............................................... 32,000
--------
Total.................................................. $645,000
========
All of the above items except the registration fee are estimated.
ITEM 15. 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 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 by-law 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
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.
II-1
ITEM 16. EXHIBITS
1 -- Form of Underwriting Agreement (incorporated by reference to
Exhibit 1 to Registration Statement No. 33-49103).
4(a) -- Indenture dated as of June 1, 1986 between the registrant
and The Chase Manhattan Bank, formerly known as 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).
4(b) -- Forms of Warrant Agreement (incorporated by reference to
Exhibit 4(d) to Registration Statement No. 33-6721).
4(c) -- Forms of Securities (included in Exhibit 4(a)).
5 -- Opinion and consent of Faegre & Benson LLP.
12 -- Calculation of Ratio of Earnings to Fixed Charges.
23 -- Consent of Ernst & Young LLP.
24 -- Powers of Attorney.
ITEM 17. UNDERTAKINGS
(a) 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;
(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 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, 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 Securities and
Exchange Commission by the Registrant 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 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;
II-2
(b) The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing bylaw provision, or otherwise, the
Registrant 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 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 of 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.
(d) The undersigned Registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Securities and Exchange Commission under
Section 305(b)(2) of the Act.
II-3
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-3 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 October 29, 2001.
ARCHER-DANIELS-MIDLAND COMPANY
/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 on October 29, 2001 by the following
persons in the capacities indicated:
G. Allen Andreas, Jr.*, Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ DOUGLAS J. SCHMALZ Vice President and Chief Financial Officer
--------------------------------------------- (Principal Financial Officer)
Douglas J. Schmalz
/s/ STEVEN R. MILLS Vice President and Controller
--------------------------------------------- (Principal Accounting Officer)
Steven R. Mills
Dwayne O. Andreas*, Director
G. Allen Andreas, Jr.*, Director
John R. Block*, Director
Richard R. Burt*, Director
Mollie Hale Carter*, Director
Herman de Boon*, Director A majority of the directors
F. Ross Johnson*, Director
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 officers and directors of the Registrant
pursuant to powers of attorney duly executed by such persons.
/s/ DAVID J. SMITH
--------------------------------------
David J. Smith
Attorney-in-fact
II-4
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT FORM OF FILING
----------- ------- ---------------
1 Form of Underwriting Agreement (incorporated by reference to
Exhibit 1 to Registration Statement No. 33-49103). ......... Incorporated by
Reference
4(a) Indenture dated as of June 1, 1986 between the registrant
and The Chase Manhattan Bank, formerly known as 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 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). .... Incorporated by
Reference
4(b) Forms of Warrant Agreement (incorporated by reference to
Exhibit 4(d) to Registration Statement No. 33-6721). ....... Incorporated by
Reference
4(c) Forms of Securities (included in Exhibit 4(a)). ............ Incorporated by
Reference
5 Opinion and consent of Faegre & Benson LLP.................. Electronic
Transmission
12 Calculation of Ratio of Earnings to Fixed Charges........... Electronic
Transmission
23 Consent of Ernst & Young LLP................................ Electronic
Transmission
24 Powers of Attorney.......................................... Electronic
Transmission
EX-5
3
c65636s3ex5.txt
OPINION AND CONSENT OF FAEGRE & BENSON LLP
EXHIBIT 5
October 29, 2001
Archer-Daniels-Midland Company
4666 Faries Parkway
Decatur, Illinois 62526
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act
of 1933, as amended (the "Securities Act"), by Archer-Daniels-Midland Company, a
Delaware corporation (the "Company"), of $500,000,000 in aggregate principal
amount of Debt Securities of the Company (the "Debt Securities"), proposed to be
issued under an Indenture dated as of June 1, 1986 as amended and supplemented
(the "Indenture") between the Company and The Chase Manhattan Bank, formerly
known as Chemical Bank (as successor to Manufacturers Hanover Trust Company), as
Trustee (the "Trustee"), and of Warrants ("Warrants"), proposed to be issued
under a Warrant Agreement ("Warrant Agreement") between the Company and a
Warrant Agent ("Warrant Agent"), to purchase Debt Securities of the Company
("Warrant Debt Securities"), proposed to be issued under the Indenture, we have
examined such corporate records and other documents, including the Registration
Statement of the Company on Form S-3 to which this opinion is an exhibit
relating to the Debt Securities and the Warrants and the Warrant Debt Securities
(the "Registration Statement"), and have reviewed such matters of law as we have
deemed necessary for this opinion, and we advise you that in our opinion:
1. The Company is a corporation duly organized and existing under the
laws of the State of Delaware.
2. When Debt Securities or Warrant Debt Securities of a particular
series have been duly authorized by the Board of Directors of the Company, or a
duly authorized committee thereof, or a duly authorized officer of the Company,
and duly executed by proper officers of the Company and duly authenticated by or
on behalf of the Trustee, when the Registration Statement has become effective
under the Securities Act, and when the Debt Securities of such series have been
issued, delivered and paid for as contemplated in the Registration Statement,
including a prospectus supplement relating to the Debt Securities of such
series, and, in the case of Warrant Debt Securities, the Warrant Debt Securities
of such series have been issued, delivered and paid for as contemplated in the
related Warrant Agreement and Warrants, the Debt Securities or Warrant Debt
Securities of such series will be legally issued, valid and binding obligations
of the Company entitled to the benefits of the Indenture.
3. When a Warrant Agreement relating to Warrants of a particular series
has been duly executed and delivered by the Company and the Warrant Agent, when
such Warrants and the related Warrant Debt Securities of a particular series
have been duly authorized by the Board of Directors of the Company, or a duly
authorized committee thereof, or a duly
authorized officer of the Company, and Warrant Certificates for such Warrants
have been duly executed by proper officers of the Company and duly countersigned
by the Warrant Agent, when such Registration Statement has become effective
under the Securities Act and when such Warrants and Warrant Certificates have
been issued, delivered and paid for as contemplated in the Registration
Statement, including a prospectus supplement relating to such Warrants, such
Warrants will be legally issued, valid and binding obligations of the Company
entitled to the benefits of the Warrant Agreement.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in any prospectus supplement
to the prospectus constituting a part of the Registration Statement and to the
references to our firm wherever appearing therein.
Very truly yours,
FAEGRE & BENSON LLP
EX-12
4
c65636s3ex12.txt
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
EXHIBIT 12
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
ARCHER-DANIELS-MIDLAND COMPANY
Year Ended June 30,
---------------------------------------------------------
1997 1998 1999 2000 2001
------ ------ ------ ------- ------
(dollars in thousands, except ratio data)
EARNINGS:
Earnings before income taxes
and cumulative effect of
accounting changes................. $644,405 $610,012 $419,833 $353,237 $521,899
Less: Equity earnings of
unconsolidated affiliates... (40,737) (21,867) (40,072) (88,016) (113,305)
Less: Capitalized interest
included in interest
expense below............... (40,875) (37,500) (26,289) (23,467) (15,758)
---------- ---------- ---------- ---------- ----------
TOTAL EARNINGS......................... 562,793 550,645 353,472 241,754 392,836
FIXED CHARGES:
Interest expense:
Consolidated interest expense...... 197,214 293,220 326,207 377,404 398,131
Capitalized interest............... 40,875 37,500 26,289 23,467 15,758
Interest expense of
unconsolidated affiliates........ 15,760 15,945 19,892 17,029 24,635
---------- ---------- ---------- ---------- ----------
Total interest expense............... 253,849 346,665 372,388 417,900 438,524
Amortization of debt discount
and expense...................... 1,268 1,191 2,619 1,715 1,536
One-third of rental expense.......... 22,930 27,223 28,730 29,630 27,139
---------- ---------- ---------- ---------- ----------
TOTAL FIXED CHARGES 278,047 375,079 403,737 449,245 467,199
---------- ---------- ---------- ---------- ----------
EARNINGS AVAILABLE FOR
FIXED CHARGES $840,840 $925,724 $757,209 $690,999 $860,035
========== ========== ========== ========== ==========
RATIO OF EARNINGS TO
FIXED CHARGES 3.02x 2.47x 1.88x 1.54x 1.84x
========== ========== ========== ========== ==========
EX-23
5
c65636s3ex23.txt
CONSENT OF ERNST & YOUNG LLP
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of
Archer-Daniels-Midland Company for the registration of $500,000,000 of its debt
securities and warrants to purchase debt securities and to the incorporation by
reference therein of our report dated August 1, 2001, 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, 2001,
and the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
St. Louis, Missouri
October 26, 2001
EX-24
6
c65636s3ex24.txt
POWERS OF ATTORNEY
EXHIBIT 24
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby
make, constitute and appoint G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ, and D.J.
SMITH, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Company to a Registration Statement or
Registration Statements, on Form S-3 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Company with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of unsecured debentures, notes and/or other unsecured debt obligations of said
Company and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 3rd day of May, 2001.
/s/ Dwayne O. Andreas
Dwayne O. Andreas
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby
make, constitute and appoint G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ, and D.J.
SMITH, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Company to a Registration Statement or
Registration Statements, on Form S-3 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Company with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of unsecured debentures, notes and/or other unsecured debt obligations of said
Company and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 3rd day of May, 2001.
/s/ G. Allen Andreas
G. Allen Andreas
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby
make, constitute and appoint G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ, and D.J.
SMITH, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Company to a Registration Statement or
Registration Statements, on Form S-3 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Company with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of unsecured debentures, notes and/or other unsecured debt obligations of said
Company and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 3rd day of May, 2001.
/s/ John R. Block
John R. Block
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby
make, constitute and appoint G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ, and D.J.
SMITH, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Company to a Registration Statement or
Registration Statements, on Form S-3 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Company with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of unsecured debentures, notes and/or other unsecured debt obligations of said
Company and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 3rd day of May, 2001.
/s/ Richard R. Burt
Richard R. Burt
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby
make, constitute and appoint G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ, and D.J.
SMITH, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Company to a Registration Statement or
Registration Statements, on Form S-3 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Company with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of unsecured debentures, notes and/or other unsecured debt obligations of said
Company and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 3rd day of May, 2001.
/s/ Mollie H. Carter
Mollie H. Carter
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby
make, constitute and appoint G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ, and D.J.
SMITH, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Company to a Registration Statement or
Registration Statements, on Form S-3 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Company with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of unsecured debentures, notes and/or other unsecured debt obligations of said
Company and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 3rd day of May, 2001.
/s/ Herman de Boon
Herman de Boon
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby
make, constitute and appoint G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ, and D.J.
SMITH, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Company to a Registration Statement or
Registration Statements, on Form S-3 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Company with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of unsecured debentures, notes and/or other unsecured debt obligations of said
Company and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 3rd day of May, 2001.
/s/ F. Ross Johnson
F. Ross Johnson
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby
make, constitute and appoint G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ, and D.J.
SMITH, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Company to a Registration Statement or
Registration Statements, on Form S-3 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Company with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of unsecured debentures, notes and/or other unsecured debt obligations of said
Company and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 3rd day of May, 2001.
/s/ David Mimran
David Mimran
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby
make, constitute and appoint G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ, and D.J.
SMITH, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Company to a Registration Statement or
Registration Statements, on Form S-3 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Company with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of unsecured debentures, notes and/or other unsecured debt obligations of said
Company and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 3rd day of May, 2001.
/s/ M. Brian Mulroney
M. Brian Mulroney
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby
make, constitute and appoint G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ, and D.J.
SMITH, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Company to a Registration Statement or
Registration Statements, on Form S-3 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Company with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of unsecured debentures, notes and/or other unsecured debt obligations of said
Company and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 3rd day of May, 2001.
/s/ Robert S. Strauss
Robert S. Strauss
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby
make, constitute and appoint G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ, and D.J.
SMITH, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Company to a Registration Statement or
Registration Statements, on Form S-3 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Company with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of unsecured debentures, notes and/or other unsecured debt obligations of said
Company and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 3rd day of May, 2001.
/s/ John K. Vanier
John K. Vanier
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby
make, constitute and appoint G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ, and D.J.
SMITH, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Company to a Registration Statement or
Registration Statements, on Form S-3 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Company with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of unsecured debentures, notes and/or other unsecured debt obligations of said
Company and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 3rd day of May, 2001.
/s/ O. Glenn Webb
O. Glenn Webb
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby
make, constitute and appoint G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ, and D.J.
SMITH, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Company to a Registration Statement or
Registration Statements, on Form S-3 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Company with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of unsecured debentures, notes and/or other unsecured debt obligations of said
Company and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 3rd day of May, 2001.
/s/ Andrew Young
Andrew Young