FORM 10-K/A
Amendment No. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-44
ARCHER-DANIELS-MIDLAND COMPANY
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization) |
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41-0129150 (I. R. S. Employer Identification No.) |
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4666 Faries Parkway Box 1470 Decatur, Illinois (Address of principal executive offices) |
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62525 (Zip Code) |
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Registrant's telephone number, including area code |
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217-424-5200 |
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Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class |
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Name of each exchange on which registered |
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Common Stock, no par value |
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New York Stock Exchange Chicago Stock Exchange Swiss Stock Exchange Frankfurt Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes X No ___
State the aggregate market value of the voting stock held by non-affiliates of the registrant.
Common Stock, no par value--$7.6 billion
(Based on the closing sale price of Common Stock as reported on the New York Stock Exchange on July 31, 2003)
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
Common Stock, no par value-644,805,839 shares
(July 31, 2003)
DOCUMENTS INCORPORATED BY REFERENCE
None
SAFE HARBOR STATEMENT
This Form 10-K/A contains forward-looking information that is subject to certain risks and uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking information. In some cases, you can identify forward-looking statements by our use of words such as "may, will, should, anticipates, believes, expects, plans, future, intends, could, estimate, predict, potential or contingent," the negative of these terms or other similar expressions. The Company's actual results could differ materially from those discussed or implied herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Form 10-K/A for the fiscal year ended June 30, 2003. Among these risks are legislative acts, changes in the prices of food, feed and other commodities, including gasoline, and macroeconomic conditions in various parts of the world. To the extent permitted under applicable law, the Company assumes no obligation to update any forward-looking statements as a result of new information or future events.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A is being filed to amend and restate Exhibits 13 and 21 to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2003, filed on September 3, 2003 (the "Original 10-K"). Draft versions of Exhibits 13 and 21 were inadvertently filed as exhibits to the Original 10-K due to a clerical error.
As compared to Exhibit 13 to the Original 10-K, Exhibit 13 filed with this report contains grammatical, punctuation, and format revisions as well as several additional sentences further describing the Company's accounting treatment of recent acquisitions. There were no changes to the financial position or results of operations in Exhibit 13 to this report as compared to Exhibit 13 to the Original 10-K. For convenience, Exhibit 13 is being filed in its entirety.
Exhibit 21 filed with this report contains format revisions to Exhibit 21 to the Original 10-K in order to more clearly reflect the legal organization of the Registrant. For convenience, Exhibit 21 is being filed in its entirety.
This report continues to speak as of the date of the Original 10-K, and the Registrant has not updated the disclosures in this report to speak as of a later date.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) There were no amendments to Item 15(a)(1) of the Original 10-K.
(a)(2) Financial Statement Schedules - There are no amendments to Item 15 (a)(2) of the Original 10-K.
(a)(3) LIST OF EXHIBITS - The following amended exhibits are filed herewith.
(13) Portions of annual report to shareholders incorporated by reference
(21) Subsidiaries of the registrant
(23) Consent of independent auditors
(31.1) Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2) Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1) Certificate of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2) Certificate of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
There are no amendments to Item 15(b) of the Original 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 10, 2003
ARCHER-DANIELS-MIDLAND COMPANY
By: /s/ D. J. Smith
D. J. Smith
Executive Vice President, Secretary
and General Counsel