sv3mef
Table of Contents

As filed with the Securities and Exchange Commission on September 19, 2005
Registration No. 333-          
 
 
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 of Incorporation)   (I.R.S. Employer Identification Number)
4666 Faries Parkway
Decatur, Illinois 62526
(217) 424-5200

(Address and telephone number of the Registrant’s principal executive offices)
 
David J. Smith
Executive 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:
Steven C. Kennedy
W. Morgan Burns
Faegre & Benson LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402-3901
  Edward S. Best
Mayer, Brown, Rowe & Maw LLP
190 South LaSalle Street
Chicago, Illinois 60606
     Approximate date of proposed sale 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, please check the following box. o
     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. o
     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. x       333-103291
     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. o
     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
CALCULATION OF REGISTRATION FEE
                             
 
  Title of Each     Amount     Proposed Maximum     Proposed Maximum        
  Class of Securities     to be     Offering Price Per     Aggregate     Amount of  
  to be Registered     Registered     Unit(1)     Offering Price(1)     Registration Fee  
 
Debt Securities
    $100,000,000     100%     $100,000,000     $11,770.00  
 

(1)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c).
 
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.
 
 

 


TABLE OF CONTENTS

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
SIGNATURES
EXHIBIT INDEX
Opinion/Consent of Faegre & Benson LLP
Consent of Ernst & Young LLP
Powers of Attorney


Table of Contents

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
     This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index and certain exhibits. Pursuant to Rule 462(b), the contents of the registration statement on Form S-3 (File No. 333-103291) (the “Original Form S-3”) of Archer-Daniels-Midland Company, including the exhibits thereto and each of the documents incorporated by reference therein, are incorporated by reference in this registration statement.

 


Table of Contents

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 September 19, 2005.
         
  ARCHER-DANIELS-MIDLAND COMPANY
 
 
  /s/ Douglas J. Schmalz    
  Douglas J. Schmalz   
  Senior Vice President and Chief Financial Officer   
 
     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on September 19, 2005 by the following persons in the capacities indicated:
     
Signature   Title
 
 
 
G. Allen Andreas*
  Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ Douglas J. Schmalz
 
Douglas J. Schmalz
  Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Steven R. Mills
 
Steven R. Mills
  Group Vice President and Controller
(Principal Accounting Officer)
 
 
Alan L. Boeckmann*
  Director
 
 
Mollie Hale Carter*
  Director
 
 
Roger S. Joslin*
  Director
 
 
Patrick J. Moore*
  Director
 
 
M. Brian Mulroney*
  Director
 
 
Thomas F. O’Neill*
  Director
 
 
O. Glenn Webb*
  Director
 
 
Kelvin R. Westbrook*
  Director

*   Douglas J. Schmalz, 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/ Douglas J. Schmalz    
  Douglas J. Schmalz   
  Attorney-in-fact   
 

-2-


Table of Contents

EXHIBIT INDEX
         
Exhibit   Description   Form of Filing
5
  Opinion and consent of Faegre & Benson LLP   Electronic Transmission
23
  Consent of Ernst & Young LLP   Electronic Transmission
24
  Powers of attorney   Electronic Transmission