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

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.

 

 

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.

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.

     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

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