UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number 2-55070
THE ANDERSONS
(Exact name of registrant as specified in its charter)
OHIO 34-4437884
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
480 W. Dussel Drive, Maumee, Ohio 43537
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (419) 893-5050
Securities registered pursuant to Section 12(b) of the Act: None
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
The registrant is a limited partnership and has no voting stock.
Because of its form of organization, there is no market for any partnership
interests in the registrant. See "Item 12. Security Ownership of Certain
Beneficial Owners and Management."
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
Item 1. Business
(a) General Development of Business
The Andersons (the "Partnership" or "Company") is engaged in grain
merchandising and operates grain elevator facilities located in Ohio,
Michigan, Indiana and Illinois. The Partnership is also engaged in the
distribution of agricultural products such as fertilizers, seeds and farm
supplies. The Partnership operates retail general stores; produces,
distributes and markets lawn care products and corncob products; and repairs
and leases rail cars.
The Partnership is the successor to other Ohio limited partnerships
which have operated as "The Andersons" continuously since 1947. Except where
the context otherwise requires, the terms "Partnership," "Company" and "The
Andersons" include The Andersons and all predecessor and successor entities.
The Andersons Management Corp. (the "Corporation") was formed in 1987
and is the sole General Partner of the Partnership. All of the common shares
of the Corporation are owned by Limited Partners of the Partnership. The
Corporation's Board of Directors has overall responsibility for the management
of the Corporation, including its responsibilities as General Partner of the
Partnership. The Corporation provides all management and labor services
required by the Partnership in its operations under a Management Agreement
entered into between the Partnership and the Corporation. See "Item 13.
Certain Relationships and Related Transactions - Management Agreement."
(b) Financial Information About Industry Segments
See Note 11 to the Partnership's Consolidated Financial Statements for
information regarding the Partnership's business segments.
(c) Narrative Description of Business
Grain Operations
The Partnership's grain operations involve merchandising grain and
operating terminal grain elevator facilities, which includes purchasing,
handling, processing and conditioning grain, storing grain purchased by the
Partnership as well as grain owned by others, and selling grain. The
principal grains sold by the Partnership are yellow corn, yellow soybeans and
soft red and white wheat. The Partnership's total grain storage capacity
aggregates approximately 51 million bushels.
Virtually all grain merchandised by the Partnership is grown in the
midwestern part of the United States and is acquired from country elevators,
dealers and producers. The Partnership effects grain purchases at prices
related to Chicago Board of Trade quotations. The Partnership competes for
the purchase of grain with grain processors and feeders, as well as with other
grain merchandisers.
The Partnership's grain business may be adversely affected by
unfavorable weather conditions, disease, insect damage, the total acreage
planted by farmers, government regulations and policies, and commodity price
levels as they affect grower incentive or a supplier's decision when to
deliver grain for sale. See "Government Regulation." The grain business is
seasonal coinciding with the harvest of the principal grains purchased and
sold by the Partnership.
During 1993, approximately 77% of the grain sold by the Partnership was
purchased domestically by grain processors and feeders and approximately 23%
was exported. Most of the exported grain was purchased by exporters for
shipment to foreign markets. Some grain is shipped directly to foreign
countries, mainly Canada. Almost all grain shipments are by rail or boat.
Rail shipments are made primarily to grain processors and feeders, with some
rail shipments made to exporters on the Gulf or east coast. All boat
shipments are from the Toledo, Ohio port elevator.
The Partnership competes in the sale of grain with other grain
merchants, other private elevator operators and farmer cooperatives which
operate elevator facilities. Competition is based primarily on price, service
and reliability. The Partnership believes that it is the largest terminal
elevator operator in the Maumee/Toledo area and that it accounts for
substantial portions of the grain elevator business done in its other
principal geographic areas of operations. Some of the Partnership's
competitors are also its customers and many of its competitors have
substantially greater financial resources than the Partnership.
Grain sales are effected on a negotiated basis by the Partnership's
merchandising staff. As with agricultural commodities generally, the volume
and pricing of the Partnership's sales are sensitive to changes in supply and
demand relationships, which in turn are affected by factors such as weather,
crop disease and government programs, including subsidies and acreage
allotments. The Partnership's business also is affected by factors such as
conditions in the shipping industry, currency exchange fluctuations,
government export programs and the relationships of other countries with the
United States and similar considerations. Since the Partnership does not know
the ultimate destination of the grain it sells for export, it is unable to
determine the relative importance, in terms of sales, of the various countries
to which grain is shipped by its customers.
The Partnership hedges virtually all grain transactions through
offsetting sales or purchases of grain for future delivery. These hedging
transactions customarily involve trading in grain futures on the Chicago Board
of Trade, a regulated commodity futures exchange which maintains futures
markets for virtually all grains merchandised by the Partnership. Hedging
transactions are designed to provide protection against changes in the market
prices of the grain purchased and sold by the Partnership.
Agricultural Products
The Partnership's agricultural products operations involve purchasing,
storing, formulating, and selling dry and liquid fertilizers; providing
fertilizer warehousing and services to manufacturers and customers; wholesale
distribution of seeds and various farm supplies; and retail sales of seeds,
farm supplies and fertilizer. The major fertilizer ingredients sold by the
Partnership are nitrogen, phosphate and potassium, all of which are readily
available from various sources.
The Partnership's market area primarily includes Illinois, Indiana,
Michigan and Ohio and customers for the Partnership's agricultural products
are principally retail dealers. Sales of agricultural products are heaviest
in the spring and fall.
The Partnership's aggregate storage capacity for dry fertilizer is 13
million cubic feet. The Partnership reserves 5 million cubic feet of this
space for various fertilizer manufacturers and customers. The Partnership's
aggregate storage capacity for liquid fertilizer is 21 million gallons and 6
million gallons of this space is reserved for manufacturers and customers.
The agreements for reserved space provide the Partnership storage and handling
fees and, generally, are for one year and are renewed at the end of each term.
In its agricultural products business, the Partnership competes with
regional cooperatives; fertilizer manufacturers; multi-state retail/wholesale
chain store organizations; and other independent wholesalers of agricultural
products. Many of these competitors have considerably larger resources than
the Partnership. Competition in the agricultural products business of the
Partnership is based principally on price, location and service. The
Partnership believes that it is a strong competitor in these areas.
Retail Store Operations
The Partnership's retail store operations consist of six general stores
located in the Columbus, Lima and Toledo, Ohio areas, which serve urban, rural
and suburban customers. A smaller store is located in Delphi, Indiana. Major
product categories in the general stores include: hardware, home remodeling
and building supplies; automotive accessories and parts; small appliances,
electronics and houseware products; work clothes and footwear; wine, specialty
meats and cheeses, baked goods and produce; pet care products; lawn and garden
supplies, nursery stock and Christmas decorations and trim; toys, sporting
goods, bicycles and marine accessories. The general store concept features
self-selection of a wide range and variety of brand name, quality merchandise.
Each general store carries more than 70,000 different items, has over 100,000
square feet of in-store display space plus 40,000 square feet of outdoor
garden center space, and has a center aisle that features do-it-yourself
clinics, special promotions and varying merchandise displays.
The retail merchandising business is highly competitive. The
Partnership competes with a variety of retail merchandisers, including
numerous mass retailers, department and hardware stores, and farm equipment
and supply companies. The principal competitive factors are quality of
product, price, service and breadth of selection. In each of these areas the
Partnership is an effective competitor. Its wide selection of brand names and
other quality merchandise is attractively displayed in the Partnership's
general stores. Each store is located on landscaped property with ample well-
lit parking facilities. The Partnership's retail business is affected by
seasonal factors with significant sales occurring during the Christmas season
and in the spring.
Other Activities
The Partnership produces more than 2000 granular retail and professional
lawn care products which are distributed in the snowbelt states from the Rocky
Mountains to the east coast. The retail granular products are sold to mass
merchandisers, small independent retailers and other lawn fertilizer
manufacturers. The professional granular products are sold both direct and
through distributors to lawn service applicators and to golf courses. The
principal raw materials for the lawn care products are nitrogen, potash and
phosphate, which are available from the Partnership's agricultural products
division. The lawn care industry is highly seasonal, with the majority of the
sales occurring from early spring to early summer. Competition is based
principally on merchandising ability, service and quality.
The Partnership is one of the largest producers of processed corncob
products in the United States. These products serve the chemical carrier,
animal bedding, industrial and sorbent markets and are distributed throughout
the United States and Canada and into Europe and Asia. The unique absorption
characteristics of the corncob has led to the development of "sorbent"
products. Sorbents include products made from corncobs as well as synthetic
and other materials and are used to absorb spilled industrial lubricants and
other waste products. The principal sources for the corncobs are the
Partnership's grain operations and seed corn producers.
The Partnership produces dog and cat foods, which are marketed through
a joint venture partnership. The Partnership is also involved in repairing,
buying, selling and leasing rail cars, the operation of six auto service
centers, a steel fabrication shop, a restaurant and an outdoor power equipment
sales and service shop.
Research and Development
The Partnership's research and development program is mainly concerned
with the development of improved products and processes, primarily lawn care
products and corncob products. Approximately $450,000, $380,000 and $220,000
was expended on research and development during 1993, 1992 and 1991,
respectively, including materials, salaries and outside consultants.
Working Capital, Lines of Credit and Secured Borrowings
The Partnership finances part of its inventories through short-term
borrowings under lines of credit which are also used from time to time for
other Partnership purposes. Generally, the highest borrowings occur in the
spring and are related to payments of grain payables, credit sales of
agricultural products related to spring planting and a seasonal peak in credit
sales of lawn care products. The amount of borrowings outstanding during the
year, and from one year to another, may fluctuate widely. The Partnership has
available lines of credit for unsecured short-term debt with banks aggregating
$117,000,000. The credit arrangements, the amounts of which are adjusted from
time to time to meet the Partnership's needs, do not have termination dates
but are reviewed at least annually for renewal. At December 31, 1993, the
Partnership was, and it believes that it continues to be, in compliance with
the conditions of its lines of credit. See Note 6 to the Partnership's
Consolidated Financial Statements for additional information relating to the
lines of credit. The Partnership also has a $10 million long-term revolving
line of credit. See Note 7 to the Partnership's Consolidated Financial
Statements.
Certain of the Partnership's long-term indebtedness is secured by first
mortgages on various facilities of the Partnership. Some of the Partnership's
long-term borrowings include provisions that impose minimum levels of working
capital and partnership equity (as defined); limit the amount of cash
distributions and other payments to partners; limit the addition of new long-
term debt; restrict the Partnership from certain sale, lease, merger and
consolidation transactions; require the Partnership to be substantially hedged
in its grain transactions; and certain other requirements. At December 31,
1993, the Partnership was, and it believes it continues to be, in compliance
with all terms and conditions of the secured borrowings and lines of credit.
See Note 7 to the Partnership's Consolidated Financial Statements for further
information with respect to long-term financing.
Employees
All management and labor services are provided to the Partnership by the
employees of the Corporation. The Partnership pays a management fee to the
Corporation for these services. At December 31, 1993, there were 939 full-
time and 1,972 part-time or seasonal employees of the Corporation providing
services to the Partnership, which does not have any of its own employees.
Government Regulation
Grain sold by the Partnership must conform to official grade standards
imposed under a federal system of grain grading and inspection administered
by the United States Department of Agriculture ("USDA").
The production levels, markets and prices of the grains which the
Partnership merchandises are materially affected by United States government
programs, including acreage control and price support programs of the USDA.
Also, under federal law, the President may prohibit the export of any product,
the scarcity of which is deemed detrimental to the domestic economy, or under
circumstances relating to national security. Because a portion of the
Partnership's grain sales are to exporters, the imposition of such
restrictions could have an adverse effect upon the Partnership's operations.
The Partnership, like other companies engaged in similar businesses, is
subject to a multitude of federal, state and local environmental protection
laws and regulations including, but not limited to, laws and regulations
relating to air quality, water quality, pesticides and hazardous materials.
The provisions of these various regulations could require modifications of
certain of the Partnership's existing plant and processing facilities and
could restrict future facilities expansion or significantly increase their
cost of operation. To date, none of these requirements has had a materially
adverse impact on the Partnership's operations.
Possible Environmental Proceeding
In October 1992, the Partnership was notified by the Ohio Environmental
Protection Agency (the "Agency") that a water contamination discharge issue
had been referred to the Ohio Attorney General. The issue involves the
Partnership's Toledo, Ohio river elevator facility, built during the 1960's
and 1970's on low lying land that had, in part, been filled by an unrelated
corporation with material from its manufacturing operations. This material
is the apparent source of the alleged contamination at issue. No proceedings
have yet been instituted against the Partnership, but the Partnership has been
advised that it may become the subject of an action seeking injunctive relief
and monetary penalties. The Partnership is diligently working to resolve this
matter and has had continuing discussions with the Agency and the Ohio
Attorney General's office in that regard. Although no representation can be
made as to the outcome, it is management's opinion that the resolution of this
matter will not have a material adverse effect on the consolidated financial
position of the Partnership.
Item 2. Properties
The Partnership's principal grain, agricultural products, retail store
and other properties are described below. Except as otherwise indicated, all
properties are owned by the Partnership.
Grain Facilities
Bushel Bushel
Location Capacity Location Capacity
Maumee, OH 17,500,000 Poneto, IN 550,000
Toledo, OH 6,300,000 Albion, MI 1,600,000
Champaign, IL 12,000,000 Potterville, MI 800,000
Delphi, IN 4,900,000 White Pigeon, MI 1,500,000
Dunkirk, IN 5,700,000
The Partnership's grain facilities have an aggregate storage capacity
of approximately 51 million bushels. The grain facilities are mostly concrete
and steel tanks, with some flat storage. The Partnership also owns grain
inspection buildings and driers, a corn sheller plant, maintenance buildings
and truck scales and dumps.
Agricultural Products Facilities
Dry Storage Liquid Storage
Location (in cu. ft.) (in gallons)
Maumee, OH 5,667,000
Toledo, OH 2,000,000 2,857,000
Clymers, IN (1) 7,000 900,000
Delphi, IN 1,500,000
Dunkirk, IN 817,000
Logansport, IN (1) 37,000 3,274,000
Poneto, IN 4,700,000
Walton, IN (1) 247,000 5,867,000
Champaign, IL 800,000
Webberville, MI 1,833,000 3,250,000
(1) Leased facilities - lease expires in 1994, contains a five-year
renewal option and an option to purchase the facilities.
Agricultural products properties consist mainly of fertilizer warehouse
and distribution facilities for dry and liquid fertilizers. The dry
fertilizer storage capacity totals approximately 13 million cubic feet and the
liquid fertilizer storage capacity totals approximately 21 million gallons.
The Maumee, Ohio and Walton, Indiana locations have fertilizer mixing, bagging
and bag storage facilities. The Partnership owns a seed processing facility
in Delta, Ohio. The Partnership also leases four retail supply and sales
facilities in Michigan.
Retail Store Properties
Name Location Sq. Ft.
Maumee General Store Maumee, OH 128,000
Toledo General Store Toledo, OH 134,000
Woodville General Store (1) Northwood, OH 105,000
Lima General Store (1) Lima, OH 103,000
Brice General Store (1) Columbus, OH 140,000
Sawmill General Store Columbus, OH 134,000
Delphi Store Delphi, IN 28,000
Warehouse (1) Maumee, OH 245,000
(1) Leased
The leases for the three general stores and the warehouse facility are
long-term leases with several renewal options and provide for minimum
aggregate annual lease payments approximating $1,750,000. The general store
leases provide for contingent lease payments based on achieved sales volume.
With respect to the Brice General Store lease, see "Item 13. Certain
Relationships and Related Transactions - Alshire-Columbus."
Lawn, Pet, Cob and Other Properties
The Partnership owns lawn fertilizer production facilities and automated
pet food production and storage facilities in Maumee, Ohio. It also owns
corncob processing and storage facilities in Maumee, Ohio and Delphi, Indiana.
The Partnership leases a lawn fertilizer production facility, a warehouse
facility and two lawn products sales outlets. In its rail car leasing
business, the Partnership owns or leases approximately 700 covered hopper cars
with lease terms ranging from one to five years and annual lease payments
aggregating approximately $1,900,000. The Partnership also owns a rail car
repair facility, a steel fabrication facility, a service and sales facility
for outdoor power equipment and the Partnership owns or leases six auto
service centers.
The Partnership's administrative office building is leased at an annual
rental of $631,000 under a net lease expiring in 2000. See "Item 13. Certain
Relationships and Related Transactions - Management Agreement." The
Partnership owns approximately 488 acres of land on which various of the above
properties and facilities are located; approximately 485 acres of farmland and
land held for future use; approximately 105 acres of improved land in an
office/industrial park held for sale; and certain other meeting and
recreational facilities, dwellings and parcels. The Partnership also owns or
leases a number of switch engines, cranes and other equipment.
Real properties, machinery and equipment of the Partnership were subject
to aggregate encumbrances of approximately $23,150,000 at December 31, 1993.
In addition, a general store that was previously leased was purchased in early
1994 and is subject to an encumbrance of $5,217,000. Additions to property
for the years ended December 31, 1993, 1992 and 1991, amounted to $10,808,521,
$6,590,045 and $6,770,883, respectively. See Note 8 to the Partnership's
Consolidated Financial Statements for information as to the Partnership's
leases.
The Partnership believes that its properties, including its machinery,
equipment and vehicles, are adequate for its business, well maintained and
utilized, suitable for their intended uses and adequately insured.
Item 3. Legal Proceedings
The Partnership is not involved in any material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
(a) Because of the form of its organization that includes restrictions
on the transfer of Limited Partnership Interests, there is no
market for the Limited Partnership Interests.
(b) The number of holders of Limited Partnership Interests as of March
1, 1994, was 205.
(c) The Partnership makes cash distributions and allocations of net
income to Limited Partners, and to the General Partner in
accordance with the terms of the Partnership Agreement. See "Item
6. Selected Financial Data." As previously noted, certain of the
Partnership's long-term borrowings and lines of credit agreements
include provisions that impose minimum levels of working capital
and partnership equity (as defined), limit the amount of cash
distributions that can be paid to partners and limit the addition
of new long-term debt along with other requirements.
<TABLE>
Item 6. Selected Financial Data
<CAPTION>
Year Ended December 31
1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C>
Sales and merchandising revenues $776,457,070 $753,166,752 $643,063,190 $643,417,165 $663,564,821
Operating profit (a) 21,197,205 18,299,809 13,986,953 16,157,416 11,622,537
Income from continuing operations (b) 11,079,360 10,129,692 4,516,046 5,259,776 1,661,908
Net income 11,079,360 7,635,748 2,825,309 3,859,392 780,196
Weighted average partners' capital (c) 47,405,022 43,101,473 41,938,671 43,047,859 44,845,806
Allocations and distributions per $1,000
of weighted average partners' capital:
Allocation of income from continuing
operations 234 235 107 122 37
Allocation of net income 234 177 67 90 17
Cash distributions 32 34 34 32 26
Tax distributions (d) 88 10 88 6 7
As of December 31
Balance Sheet Data: 1993 1992 1991 1990 1989
Total assets $356,501,778 $255,500,637 $290,110,477 $234,319,164 $224,142,693
Long-term debt 52,259,120 46,077,319 48,018,161 47,881,282 51,373,643
Partners' capital:
General partner 761,839 622,659 531,322 546,453 505,556
Limited partners 54,648,874 50,497,148 41,976,399 45,265,201 44,246,847
$ 55,410,713 $ 51,119,807 $ 42,507,721 $ 45,811,654 $ 44,752,403
<FN>
(a) See Note 11 to the Partnership's Consolidated Financial Statements for the definition of operating profits.
(b) See Note 3 to the Partnership's Consolidated Financial Statements.
(c) Weighted average partners' capital represents the average daily outstanding partners' capital balance, which
includes the effects of distributions and investments made during the year.
(d) Tax distributions can fluctuate widely due to the timing of the distributions and the amount of partnership
taxable income. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources."
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
Working capital at December 31, 1993 was $47 million, up $6.9 million
from last year. Inventories were up $63 million, with grain inventories
accounting for $50 million of the increase. The number of bushels owned at
December 31, 1993 were about the same as the prior year, but prices were up.
The average price of corn was up almost 50% and the average price of soybeans
was up about 25%. In addition, the mix of the grain inventories changed, with
approximately 3.7 million more bushels of soybeans in grain inventories at
December 31, 1993, at an average price of $6.99 per bushel compared to corn
at $2.96 per bushel and red wheat at $3.69. Lawn products inventories were
up $8 million as a result of a build up of inventory to better meet the heavy
spring demand. Retail (merchandise) inventories were up about $6 million,
mostly due to an additional general store opened in 1993. The grain commodity
price increases resulted in additional margin deposits at December 31, 1993,
as well as an increase in accounts payable for grain. Accounts receivable
were up $19 million, with most of the increase in grain and agricultural
products receivables due to year end sales. Short-term borrowings were up to
fund the inventory and accounts receivable increases.
Partners' capital at December 31, 1993 totalled $55.4 million, up $4.3
million from December 31, 1992. During 1993 the Partnership offered limited
partnership interests and received $424,000 of proceeds. The offering is
continuing in 1994 and $750,000 of additional proceeds has been received. Any
additional amounts received in 1994 are not expected to be significant.
Withdrawals of capital by partners in 1993 totalled $828,000. Withdrawals in
1994 are not expected to be significant.
Quarterly cash distributions to partners totaled $1.5 million in 1993
and are expected to be approximately $1.3 million in 1994.
Tax distributions are made to partners to assist them in making federal,
state and local tax payments since the taxable income of the Partnership is
taxable to the partners and not to the Partnership. Tax distributions can
fluctuate widely from year to year (see "Item 6. Selected Financial Data") due
to changes in the amount and in the components of partnership taxable income
and due to the timing of required tax payments by partners. In the years
1989, 1990 and 1991, tax distributions were made in April based on the
previous year's taxable income. Tax distributions made in 1989, 1990 and 1991
were $336,000, $278,000 and $3.7 million, respectively. Tax distributions
were higher in 1991 due to a significant increase in taxable (and book) income
and due to a change in policy whereby the Partnership began making tax
distributions on a quarterly basis coinciding with the dates estimated tax
payments are due by partners. In 1992, tax distributions dropped to $418,000
as a result of the quarterly tax distributions paid in 1991. In 1993, tax
distributions totalled $4.2 million. Of this amount, $2.2 million was paid
in January and April as tax distributions on 1992 taxable income. The
remainder of the 1993 tax distributions were made in April, June and September
for 1993 estimated tax payments by partners. In 1994, a tax distribution of
$660,000 was made in January. The final tax distribution of $900,000 for 1993
taxable income is expected to be made April. Quarterly tax distributions of
$700,000 are expected to be paid in April, June and September 1994 and January
1995.
During 1993 the Partnership issued $3.5 million of Five-Year and $2.3
million of Ten-Year debentures and additional debentures are being offered in
1994. Proceeds from the issuance of the debentures in 1993 were used to fund
current maturities of long-term debt and for capital expenditures. The amount
of proceeds to be realized in 1994 from the sale of debentures is unknown
since the offering is not underwritten. Any proceeds realized will be added
to working capital and used for such purposes as the funding of current
maturities of long-term debt and for capital expenditures.
Unused short-term lines of credit were $29.1 million at December 31,
1993, and unused long-term lines of credit were $2.5 million. The
Partnership's liquidity is enhanced by the fact that grain inventories are
readily marketable. In management's opinion, the Partnership's liquidity is
adequate to meet short and long-term needs. The Partnership's short-term
lines of credit have been higher in the past and early in 1994 were increased
by $25 million on a temporary basis.
Capital expenditures totaled $10.8 million in 1993 and are expected to
be approximately $26 million in 1994. Anticipated capital expenditures in
1994 include $12 million for two general stores previously leased and $1
million for facilities in the Agricultural Products area subject to a lease
expiring in 1994. Funding for capital expenditures in 1994 is expected to
come from additional long-term debt of approximately $14 million and cash
generated from operations. If cash generated from operations is not
sufficient, capital expenditures will be curtailed or additional long-term
borrowings could be obtained.
Results of Operations
Years ended December 31, 1993 and 1992:
Income from continuing operations was $11 million in 1993 compared to
$10 million in 1992. Operating, administrative and general expenses were up
$12 million or about 12%. Included is an increase of $5.7 million (10%) in
the management fee paid to the general partner. The more significant items
comprising the increase are additional salaries, wages and benefits for the
new general store, as well as an expanded work force in several other
operating areas and additional cash profit sharing and management performance
payments as a result of improved net income. The management fee also
increased as a result of the Corporation's adoption of Statement of Financial
Accounting Standard No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions." The Corporation has elected to recognize the
$8.4 million of accrued benefits as of January 1, 1993 (transition obligation)
prospectively as a component of annual postretirement benefit cost over
approximately 20 years. The additional annual cost incurred by the
Corporation and passed on to the Partnership as part of the management fee was
approximately $850,000 for 1993 and is expected to be about the same in future
years. By major business segment the results were as follows.
Sales in the grain area were $416 million, down 2% from 1992. The
average selling price was down 4%, from $3.39 per bushel in 1992 to $3.25 per
bushel in 1993. Bushels sold increased by 2%. Gross profit on grain sales
decreased by 9%, due to the average price decrease and a decrease in margins.
Most of these changes were a result of an increase in yields in 1993 as well
as an improvement in the quality of the crops in the eastern corn belt.
Merchandising revenues were up $6.4 million. Income earned in 1993 from
holding owned grain was up from the depressed levels in 1992, due in part to
the effects of the floods in 1993 and to a shortage of wheat in the first half
of 1993. Income from drying and blending grain was also up in 1993, with most
of the increase coming in the first six months of the year. This is a result
of the high moisture content in the 1992 corn crop carried into 1993 and due
to the depressed level of drying and blending income in the first six months
of 1992. As a result of the increase in merchandising revenues, coupled with
an increase in operating expenses, operating profit in the grain area was up
$3.8 million, or 52% from 1992.
In the agricultural products area, sales were $105 million in 1993, up
11% from a year ago. Wholesale sales of fertilizer products accounted for
most of the sales increase as a result of a 19% increase in sales volume.
Average selling prices were down and margins were also down. Sales of other
agricultural products were mixed, as sales of seeds and supplies were down and
retail sales were up. Storage income continued to decrease, due to an
industry oversupply of warehouse space, although the level of decrease seems
to have slowed down. As a result of the increased volume in wholesale
fertilizer sales, gross profit in the agricultural products area was up 13%
and operating profit was up $1 million, or 44% from 1992.
Sales in the retail area were $155 million in 1993, up 4% from 1992.
Sales in the Columbus market were up 5%, sales in the Toledo market were down
2% and sales from a new store opened in Lima, Ohio, in the fourth quarter of
1993 accounted for the remainder of the sales increase. Gross profit was up
about $1.2 million, or 3%, as a result of the sales increase along with a
small decrease in margins due to the competitive pressures in the retail
market. As a result of a $3.7 million (10%) increase in operating expenses,
due to increased advertising and the costs associated with opening the new
general store, operating profit decreased from $4 million in 1992 to $1.6
million in 1993.
Sales of lawn products totalled $38 million, up 7% from a year ago.
Volume increased 2% and average selling prices increased 5%. Margins were up
about 11%. In the industrial products area sales were $14.2 million, up 1%.
Sales of sorbent products were up, due to volume increases, and sales of
corncob products were down, due to a decrease in volume. Sales from the
Partnership's auto service centers were up, as were steel fabrication sales.
Railcar leasing activity improved, while railcar repairs for external
customers were down due to utilizing the shop capacity for repairs to cars
owned by the Partnership. Sales from the Partnership's outdoor power
equipment and service shop were $4 million. In total, the operating profits
of lawn and corn cob products and other businesses of the Partnership improved
by $470,000.
During 1993, as a result of lower prevailing interest rates, the
Corporation decreased the discount rate used to determine its projected
benefit obligation for its pension plan and for its postretirement health care
benefits. The change in the discount rate, from 8% to 7.5%, is expected to
increase the management fee charged by the Corporation to the Partnership in
future years by approximately $365,000.
Years ended December 31, 1992 and 1991:
Income from continuing operations was $10 million in 1992, more than
double the results of 1991, with almost every major business segment showing
improvement. Interest expense was down, due in general to lower interest
rates. During 1992 the Partnership disposed of its pet products distribution
business. See Note 3 to the Partnership's Consolidated Financial Statements.
Sales from discontinued operations were approximately $9.8 million and $18.7
million in 1992 and 1991, respectively.
Sales in the grain area were $424 million, up 24% from 1991. The
average selling price was $3.39 per bushel compared to $3.03 in the previous
year and the number of bushels sold also increased. Due to the higher volume,
higher average selling prices and an increase in margins, gross profit on
grain sales improved by $2.9 million. Merchandising revenues, however, were
down by $3.1 million. The largest decrease was in the income earned from
holding and storing grain, which decreased by 50%. Fewer bushels were
received during the first nine months of the year due to a smaller harvest in
the fall of 1991 and a smaller wheat harvest in the summer of 1992 and the
prevailing grain market during 1992 did not allow the Partnership to earn as
much income from holding grain as in the prior year. In addition, fewer
bushels of grain were held in storage during most of 1992. On the other hand,
income from drying grain and blending high quality grain with lower quality
grain was up about 90% from 1991. The entire increase occurred in the fourth
quarter as a result of the high moisture content in the 1992 corn crop due to
the wet growing season. Operating expenses increased by about 2.5%.
Operating profit in the grain area was $7.4 million, down about $637,000 from
1991 as a result of the decrease in merchandising revenues.
In the agricultural products area, sales totalled $94 million, down $3
million from 1991. Wholesale sales of fertilizer products were down $4.7
million, as a result of a 5% decrease in average selling prices. Retail sales
were up $960,000 and sales of agricultural supplies were up $425,000. As a
result of an increase in margins on wholesale sales and the increases in
retail sales and sales of agricultural products, gross profit was up 7%.
Storage income, however, was down 40%. An industry oversupply of warehouse
space in the last five years has resulted in shorter lease terms with
fertilizer producers and reduced storage prices. Some of the reduced storage
income is offset by an increase in handling fees. Although total gross profit
in the agricultural products area was down in 1992, due to the decrease in
storage income, a reduction in operating expenses resulted in an improvement
in operating profit from $1.8 million in 1991 to $2.3 million in 1992.
Sales in the retail area were $149 million in 1992, up $9.7 million from
1991. The Columbus market accounted for 60% of the sales increase and the
Toledo market accounted for 40%. As a result of the sales increase and an
improvement in margins, operating profit was $4.1 million, an increase of $2.4
million.
Sales of lawn products totalled $35 million, up $8 million from 1991.
Volume increased 24% and average selling prices increased 4%. Margins were
up about 1.5%. In the industrial products area sales were $14 million, up
$1.4 million. Volume was up in both corncob products and sorbent products.
Sales at the Partnership's auto service centers were about $7 million, while
sales in the rail car repair and leasing business were $5 million, up $3.8
million. In total, the operating profits of lawn and corn cob products and
other businesses of the Partnership were $4.5 million, an increase of $2
million.
Impact of Inflation:
Although inflation has slowed in recent years, it is still a factor in
the economy and the Partnership continues to seek ways to cope with its
impact. To the extent permitted by competition, the Partnership passes
increased costs on through increased selling prices. Grain inventories are
valued at the current replacement market price and substantially all purchases
and sales of grain are hedged as a result of buying or selling commodity
futures contracts. Consequently, grain inventories and cost of goods sold are
not directly affected by inflation but rather by market supply and demand.
If adjusted for inflation, net income would be lower than reported due
primarily to increased depreciation costs resulting from the replacement costs
associated with property, plant and equipment.
Item 8. Financial Statements and Supplementary Data
Report of Independent Auditors
Partners
The Andersons
We have audited the accompanying consolidated balance sheets of The Andersons
(a partnership) and subsidiaries as of December 31, 1993 and 1992, and the
related consolidated statements of income, cash flows and changes in partners'
capital for each of the three years in the period ended December 31, 1993.
Our audits also included the financial statement schedules listed in the index
at Item 14(a). These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of The Andersons
and subsidiaries at December 31, 1993 and 1992, and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1993, in conformity with generally accepted
accounting principles. Also, in our opinion, the related financial statement
schedules, when considered in relation to the basic financial statements taken
as a whole, present fairly in all material respects the information set forth
therein.
/s/Ernst & Young
ERNST & YOUNG
Toledo, Ohio
February 7, 1994
The Andersons and Subsidiaries
Consolidated Statements of Income
Year ended December 31
1993 1992 1991
Sales and merchandising revenues $776,457,070 $753,166,752 $643,063,190
Other income 3,763,737 3,834,457 3,824,408
780,220,807 757,001,209 646,887,598
Costs and expenses:
Cost of sales and revenues 650,143,742 639,754,086 541,906,184
Operating, administrative and
general expenses (Note 2) 112,829,334 100,791,991 93,167,633
Interest expense 6,168,371 6,325,440 7,297,735
769,141,447 746,871,517 642,371,552
Income from continuing operations 11,079,360 10,129,692 4,516,046
Discontinued operations (Note 3):
Loss from discontinued
operations - (396,177) (1,690,737)
Loss on sale of discontinued
operations - (2,097,767) -
Net income $ 11,079,360 $ 7,635,748 $ 2,825,309
Net income (loss) was allocated to:
General partner:
From continuing operations $ 145,526 $ 124,871 $ 55,353
From discontinued operations - (30,743) (20,723)
145,526 94,128 34,630
Limited partners:
From continuing operations 10,933,834 10,004,821 4,460,693
From discontinued operations - (2,463,201) (1,670,014)
10,933,834 7,541,620 2,790,679
$ 11,079,360 $ 7,635,748 $ 2,825,309
Net income (loss) allocation per
$1,000 of partners' capital:
Weighted average capital for
allocation purposes $ 47,405,022 $ 43,101,473 $ 41,938,671
Allocation per $1,000:
From continuing operations $ 234 $ 235 $ 107
From discontinued operations - (58) (40)
$ 234 $ 177 $ 67
See accompanying notes.
The Andersons and Subsidiaries
Consolidated Balance Sheets
December 31
1993 1992
Assets
Current assets:
Cash and cash equivalents $ 3,936,955 $ 1,365,906
Accounts receivable:
Trade accounts, less allowance for
doubtful accounts of $1,178,000 in
1993; $775,000 in 1992 60,036,382 40,826,103
Margin deposits 15,320,979 3,123,451
75,357,361 43,949,554
Inventories (Note 4) 211,023,651 148,268,898
Prepaid expenses 858,941 543,492
Total current assets 291,176,908 194,127,850
Other assets:
Investments in and advances to affiliates 942,053 1,069,591
Investments and other assets 3,965,729 3,463,679
4,907,782 4,533,270
Property, plant and equipment (Notes 5 and 7) 60,417,088 56,839,517
$356,501,778 $255,500,637
Liabilities and partners' capital
Current liabilities:
Notes payable (Note 6) $ 87,900,000 $ 23,000,000
Accounts payable for grain 83,712,076 64,745,380
Other accounts payable 58,896,317 54,033,898
Amounts due General Partner (Note 2) 4,173,287 2,669,529
Accrued expenses 7,496,181 6,720,978
Current maturities of long-term debt 1,992,000 2,860,000
Total current liabilities 244,169,861 154,029,785
Amounts due General Partner (Note 2) 2,413,041 1,756,451
Long-term debt (Note 7) 52,259,120 46,077,319
Deferred gain 1,145,151 1,492,949
Minority interest 1,103,892 1,024,326
Partners' capital:
General partner 761,839 622,659
Limited partners 54,648,874 50,497,148
55,410,713 51,119,807
$356,501,778 $255,500,637
See accompanying notes.
The Andersons and Subsidiaries
Consolidated Statements of Cash Flows
Year ended December 31
1993 1992 1991
Operating activities
Net income $ 11,079,360 $ 7,635,748 $ 2,825,309
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities:
Depreciation and amortization 7,109,223 7,010,579 7,053,977
Amortization of deferred gain (385,956) (373,238) (386,200)
Minority interest in net
income of subsidiaries 236,224 154,392 88,879
Payments to minority interests (166,198) (132,896) (114,139)
Equity in undistributed loss
of affiliates - 4,255 133,439
Provision for losses on
receivables, investments and
other assets 909,724 763,677 930,456
(Gain) loss on sale of
property, plant and
equipment (1,107,707) (1,645,421) 3,293
Loss on sale of discontinued
operations - 1,582,630 -
Changes in operating assets
and liabilities:
Accounts receivable (32,109,849) (5,866,574) (4,250,862)
Inventories (61,137,730) 37,905,112 (55,339,694)
Prepaid expenses and
other assets (1,255,649) (501,424) (230,024)
Accounts payable for grain 18,966,696 (3,086,492) 6,542,586
Other accounts payable and
accrued expenses 6,719,097 5,074,170 (696,159)
Net cash provided by (used in)
operating activities (51,142,765) 48,524,518 (43,439,139)
Investing activities
Purchases of property, plant
and equipment (10,808,521) (6,590,045) (6,670,883)
Proceeds from sale of property,
plant and equipment 1,696,989 2,586,539 43,662
Proceeds from sale of
discontinued operations - 1,299,340 -
Payments received from affiliates 149,999 5,145 330,200
Net cash used in investing
activities (8,961,533) (2,699,021) (6,297,021)
Financing activities
Net increase (decrease) in
short-term borrowings 64,150,000 (45,330,000) 57,000,000
Proceeds from issuance of
long-term debt 22,753,656 16,022,652 30,216,000
Payments of long-term debt (17,439,855) (17,887,109) (33,555,721)
Payments to partners and
other deductions from
capital accounts (7,212,084) (3,177,162) (6,250,492)
Capital invested by partners 423,630 4,153,500 121,250
Net cash provided by (used in)
financing activities 62,675,347 (46,218,119) 47,531,037
Increase (decrease) in cash and
cash equivalents 2,571,049 (392,622) (2,205,123)
Cash and cash equivalents at
beginning of year 1,365,906 1,758,528 3,963,651
Cash and cash equivalents at
end of year $ 3,936,955 $ 1,365,906 $ 1,758,528
See accompanying notes.
The Andersons and Subsidiaries
Consolidated Statements of Changes in Partners' Capital
Year ended December 31
1993 1992 1991
General partner capital
Balance at beginning of year $ 622,659 $ 531,322 $ 546,453
Amounts credited (charged)
to capital:
Net income for the year 145,526 94,128 34,630
Charitable contributions (6,346) (2,791) (442)
Distributions - - (49,319)
139,180 91,337 (15,131)
Balance at end of year $ 761,839 $ 622,659 $ 531,322
Limited partners' capital
Balance at beginning of year $50,497,148 $41,976,399 $45,265,201
Amounts credited (charged)
to capital:
Net income for the year 10,933,834 7,541,620 2,790,679
Increase in invested capital 423,630 4,153,500 121,250
Charitable contributions (476,772) (223,623) (35,597)
Withdrawals (827,573) (899,793) (1,016,214)
Distributions (5,901,393) (2,050,955) (5,148,920)
4,151,726 8,520,749 (3,288,802)
Balance at end of year $54,648,874 $50,497,148 $41,976,399
Total partners' capital
--at end of year $55,410,713 $51,119,807 $42,507,721
See accompanying notes.
The Andersons and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1993
1. Significant Accounting Policies
Principles of Consolidation and Related Matters: The consolidated financial
statements include the accounts of The Andersons (the Partnership) and its
subsidiaries. All material intercompany accounts and transactions have been
eliminated in consolidation. Other affiliated entities are not material.
Cash and Cash Equivalents: The Partnership considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash
equivalents. The carrying value of these assets approximate their fair value.
Inventories: Inventories of grain are valued on the basis of replacement
market prices prevailing at the end of the year. Such inventories are
adjusted for the amount of gain or loss (based on year-end market price
quotations) on open grain contracts at the end of the year. Contracts in the
commodities futures market, maintained for hedging purposes, are valued at
market at the end of the year and income or loss to that date is recognized.
Grain contracts maintained for other merchandising purposes are valued in a
similar manner and net margins from these transactions are included in sales
and merchandising revenues.
All other inventories are stated at the lower of cost or market. Cost is
determined by the average cost or retail methods.
Property, Plant and Equipment: Land, buildings and equipment are carried at
cost. For assets acquired subsequent to 1983, depreciation is provided over
the estimated useful lives of the individual assets by the straight-line
method. For assets acquired prior to 1984, depreciation is provided over the
estimated useful lives of the individual assets by accelerated methods.
Accounts Payable for Grain: The liability for grain purchases on which price
has not been established (delayed price), has been computed on the basis of
replacement market at the end of the year, adjusted for the applicable premium
or discount.
Income Taxes: No provision has been made for federal income taxes on the
Partnership's net income since such amounts are includable in the federal
income tax returns of its partners. At December 31, 1993, the Partnership's
net assets for financial reporting purposes were approximately $3,800,000
greater than their corresponding tax bases, as a result of temporary
differences in when revenues and expenses are recognized for financial
reporting purposes and in determining taxable income.
Preopening Expenses: Preopening expenses are charged to income when incurred.
Deferred Gain: The deferred portion of a gain from the sale and leaseback of
a retail store is being amortized into income over the ten-year leaseback
period by the straight-line method.
Income Allocations and Cash Distributions to Partners: The Partnership
Agreement reflects each partner's capital account as of the beginning of each
year. Partners' capital, used in determining the allocation of net income or
loss to each partner, is weighted to reflect cash and tax distributions made
to partners and additional investments made by partners during the year. The
general partner and each limited partner receive the same allocation of net
income or loss per $1,000 of partners' capital.
Partners may elect to receive quarterly cash distributions as declared by the
general partner. Partners may also elect to receive quarterly tax
distributions or an annual tax distribution. The final 1993 tax distributions
of approximately $1,500,000 will be paid to partners in 1994 from the year end
partners' capital balances.
Charitable Contributions: Provision is made in the Partnership Agreement for
contributions to various charitable, educational and other not-for-profit
institutions. It is the policy of the Partnership to account for charitable
contributions as charges to partners' capital, and they are not deducted in
determining Partnership net income.
Reclassifications: Certain amounts in the 1992 and 1991 financial statements
have been reclassified to conform with the 1993 presentation. These
reclassifications had no effect on net income.
2. Transactions with General Partner
The Andersons Management Corp. (the Corporation) is the sole general partner
of the Partnership and provides all management and labor services to the
Partnership. In exchange for providing these services, the Corporation
charges the Partnership a management fee equal to: a) the salaries and cost
of all employee benefits and other normal employee costs, paid or accrued for
services performed by the Corporation's employees on behalf of the
Partnership, b) reimbursable expenses incurred by the Corporation in
connection with its services to the Partnership, or on the Partnership's
behalf, and c) an amount based on an achieved level of return on partners'
capital to cover the Corporation's general overhead and to provide an element
of profit to the Corporation.
Employee benefit costs include the cost of pension and other postretirement
benefits. In 1993, the Corporation changed its method of accounting for
postretirement health insurance benefits. The Corporation now accrues for the
cost of providing these benefits during the employees' working career rather
than recognizing the cost of these benefits as claims are paid. The
Corporation has elected to recognize the accrued benefits earned by employees
as of January 1, 1993 (transition obligation) prospectively, which means this
cost will be recognized as a component of annual postretirement benefit costs
over a period of approximately 20 years. The change in the method of
accounting for these benefits increased management fees charged to the
Partnership by approximately $850,000 in 1993.
The Partnership generally pays the Corporation for salaries and employee
benefits as those costs are paid by the Corporation. Amounts owed to the
Corporation relating to postretirement benefits that will not be paid within
one year have been classified as a long-term liability.
The Partnership leases office space from the Corporation under a lease
expiring May 1, 2000. Net lease payments amounted to $529,982, $516,344 and
$498,699 in 1993, 1992 and 1991, respectively.
The components of the management fee and rent incurred by the Partnership
consisted of the following:
Year Ended December 31
1993 1992 1991
Salaries and wages $47,706,731 $43,356,247 $41,103,580
Employee benefits 14,619,453 13,426,059 13,721,230
Rent for office space and
other reimbursable expenses 641,491 516,344 498,699
Achieved level of return of
the Partnership 139,656 89,618 34,090
Totals $63,107,331 $57,388,268 $55,357,599
3. Discontinued Operations
In April 1992, the Partnership decided to dispose of its pet products
distribution business, which was represented by a majority investment in B&R
Pet Supplies, Inc. (B&R). During 1992, the Partnership sold the operations
of B&R for approximately $1,300,000, which resulted in a loss of $1,582,630.
Losses from operations from April 1, 1992 to the date of sale amounted to
$515,137. This transaction has been accounted for as a discontinued
operation.
Sales from discontinued operations were approximately $9,780,000 and
$18,700,000 for the years ended December 31, 1992 and 1991, respectively.
4. Inventories
Major classes of inventory are as follows:
December 31
1993 1992
Grain $135,346,670 $ 85,587,197
Agricultural products 16,170,908 20,994,809
Merchandise 32,497,574 26,726,585
Lawn and corn cob products 20,579,022 12,904,099
Supplies and other 6,429,477 2,056,208
$211,023,651 $148,268,898
5. Property, Plant and Equipment
The components of property, plant and equipment are as follows:
December 31
1993 1992
Land $ 9,457,460 $ 9,687,951
Land improvements and leasehold improvements 19,378,810 17,493,509
Buildings and storage facilities 62,022,387 60,809,927
Machinery and equipment 80,141,615 75,377,099
Construction in progress 1,707,564 1,331,205
172,707,836 164,699,691
Less allowances for depreciation
and amortization 112,290,748 107,860,174
$ 60,417,088 $ 56,839,517
6. Banking and Credit Arrangements
The Partnership has available lines of credit for unsecured short-term debt
with banks aggregating $117,000,000. The Partnership can exceed certain of
these base lines of credit as needed on a temporary basis without additional
fee costs. The credit arrangements, the amounts of which are adjusted from
time to time to meet the Partnership's needs, do not have termination dates
but are reviewed at least annually for renewal. The terms of certain of these
lines of credit provide for annual commitment fees.
The following information relates to borrowings under short-term lines of
credit during the years indicated.
1993 1992 1991
Maximum borrowed $100,500,000 $104,000,000 $84,000,000
Average daily amount borrowed
(total of daily borrowings
divided by number of days
in period) 60,404,384 50,341,667 41,650,972
Average interest rate
(computed by dividing interest
expense by average daily
amount outstanding) 4.15% 5.20% 6.48%
At December 31, 1993, the Partnership had an interest rate swap agreement and
an interest rate cap agreement with notional amounts of $10,000,000 and
$10,000,000, respectively. These financial instruments are used to convert
the variable interest rate of its short-term borrowings to intermediate-term
fixed interest rates of 4.99% and 4.86%, respectively. These agreements were
entered into to reduce the risk (hedge) to the Partnership of rising interest
rates and expire in April 1994.
7. Long-Term Debt
Long-term debt consists of the following:
December 31
1993 1992
Notes payable relating to revolving
credit facility $ 7,500,000 $ 5,000,000
Note payable, variable rate
(5.00% at December 31, 1993), payable
$800,000 annually, due 1997 6,800,000 7,600,000
Other notes payable 888,409 910,512
Industrial development revenue bonds:
6.0%, due 1993 - 500,000
6.5%, due 1999 5,000,000 5,000,000
Variable rate (4.02% at December 31, 1993),
due 1995 to 2004 8,114,000 8,514,000
Variable rate (2.37% at December 31, 1993),
due 2025 3,100,000 3,100,000
Debenture bonds:
8.5% to 9.6%, due 1993 - 1,007,000
9.2% to 11.4%, due 1995 and 1996 7,586,000 7,667,000
6.5% to 7.2%, due 1997 and 1998 4,894,000 1,482,000
10% to 10.5%, due 1997 and 1998 2,849,000 2,852,000
10%, due 2000 and 2001 2,774,000 2,780,000
7.5% to 8.5%, due 2002 and 2003 4,061,000 1,803,000
Other bonds, 4% to 9.6% 684,711 721,807
54,251,120 48,937,319
Less current maturities 1,992,000 2,860,000
$52,259,120 $46,077,319
The Partnership has a $10,000,000 revolving line of credit with a bank which
bears interest based on the LIBOR rate (4.25% to 4.345% at December 31, 1993).
Borrowings under this agreement totalled $7,500,000 at December 31, 1993.
This revolving line of credit replaced the $5,000,000 revolving line of credit
with a bank and bearing interest based on the LIBOR rate that was outstanding
at December 31, 1992. The current revolving line of credit expires on June
30, 1996.
The variable rate note payable and the industrial development revenue bonds
are collateralized by first mortgages on certain facilities and related
property with a cost aggregating approximately $42,700,000.
The various underlying loan agreements, including the Partnership's revolving
line of credit, contain certain provisions which require the Partnership to,
among other things, maintain minimum working capital of $28,000,000 and net
Partnership equity (as defined) of $40,000,000, limit the addition of new
long-term debt, limit its unhedged grain position to 2,000,000 bushels, and
restrict the amount of certain payments to partners.
The aggregate annual maturities, including sinking fund requirements, through
1998 of long-term debt are as follows: 1994--$2,539,000; 1995--$3,300,000;
1996--$18,070,000; 1997--$13,169,000 and 1998--$6,184,000. These amounts
include annual maturities of long-term debt relating to the purchase of a
retail store on February 1, 1994 as discussed in Note 8. Long-term debt
maturing in 1994 excluding this purchase is $1,992,000.
Interest paid (including short-term lines of credit) amounted to $5,425,491,
$6,595,883 and $6,594,646 in 1993, 1992 and 1991, respectively.
8. Leases
The Partnership and subsidiaries lease certain equipment and real property
under operating leases. Rental expense for all operating leases amounted to
$7,095,276, $7,400,356 and $7,695,639 in 1993, 1992 and 1991, respectively.
The leases for three retail stores and one agricultural facility contain
provisions for contingent lease payments based on sales volume. One lease is
for a retail store which is owned by a partnership in which certain directors
and executive officers of the General Partner hold limited partnership
interests. Rental expense for this lease amounted to $742,108, $741,523 and
$1,034,245 in 1993, 1992 and 1991, respectively.
On February 1, 1994 the Partnership purchased a retail store under lease for
$5,200,000 and eliminated future minimum rentals amounting to $2,631,600 at
December 31, 1993. Future minimum rentals under operating leases, after
excluding the lease for the retail store, are as follows:
1994 $ 6,054,590
1995 5,047,777
1996 4,191,547
1997 3,534,500
1998 3,326,495
Future years 4,842,676
$26,997,585
9. Fair Values of Financial Instruments
Most of the Partnership's short and long-term debt is borrowed under
instruments which provide for variable interest rates, or the Partnership has
agreements which fix the rate for intermediate periods. The Partnership
considers the carrying value of these liabilities to approximate their fair
value. Debenture bonds are generally issued at fixed rates of interest for
periods of five or ten years. Based upon current interest rates offered by
the Partnership on similar bonds, the Partnership believes that debenture
bonds outstanding at December 31, 1993 and 1992, with aggregate principal
balances of $22,241,000 and $17,636,000, respectively, have a fair value of
approximately $23,750,000 and $18,640,000, respectively.
10. Commitments
The Partnership has, in the normal course of its business, entered into
contracts to purchase and sell certain items of inventory in future periods
and has interest in other commodity contracts requiring performance in future
years. Management does not anticipate any significant net losses resulting
from such contracts.
11. Segments of Business
The Partnership's business includes grain merchandising and the operation of
terminal grain elevator facilities. Another significant part of the business
involves the distribution of agricultural products, primarily fertilizer. The
Partnership also is engaged in the operation of retail stores, the production
and distribution of lawn and corn cob products and rail car leasing and
repair.
The segment information includes the allocation of expenses shared by one or
more segments. Although management believes such allocations are reasonable,
the operating information does not necessarily reflect how such data might
appear if the segments were operated as separate businesses.
Year Ended December 31
1993 1992 1991
Revenues:
Grain operations:
Sales to unaffiliated
customers $416,242,442 $423,722,972 $342,223,031
Intersegment sales 37,893 241,145 73,447
Merchandising revenue and
other income 23,599,472 16,975,690 14,781,082
439,879,807 440,939,807 357,077,560
Agricultural products:
Sales to unaffiliated
customers 104,648,079 93,875,811 96,905,378
Intersegment sales 3,067,592 2,468,205 2,388,643
Merchandising revenue and
other income 3,750,561 3,032,268 4,310,214
111,466,232 99,376,284 103,604,235
Retail stores:
Sales to unaffiliated
customers 155,424,855 149,090,921 139,398,055
Other income 118,337 82,344 73,452
155,543,192 149,173,265 139,471,507
Lawn and corn cob products
and other:
Sales to unaffiliated
customers 71,668,255 64,976,326 43,839,610
Intersegment sales 730,135 819,310 677,195
Other income 678,710 553,502 323,944
73,077,100 66,349,138 44,840,749
Other income 4,090,096 4,691,375 5,032,832
Eliminations--intersegment sales (3,835,620) (3,528,660) (3,139,285)
Total revenues $780,220,807 $757,001,209 $646,887,598
Operating profit:
Grain operations $ 11,206,499 $ 7,382,088 $ 8,019,496
Agricultural products 3,365,102 2,337,950 1,762,059
Retail stores 1,639,953 4,062,370 1,643,177
Lawn and corn cob products
and other 4,985,651 4,517,401 2,562,221
Total operating profit 21,197,205 18,299,809 13,986,953
Other income 2,063,567 2,533,177 2,328,942
Interest expense (6,168,371) (6,325,440) (7,297,735)
General expenses (6,013,041) (4,377,854) (4,502,114)
Income from continuing operations $ 11,079,360 $ 10,129,692 $ 4,516,046
Identifiable assets:
Grain operations $197,352,136 $121,316,208 $164,811,996
Agricultural products 46,712,717 47,601,783 32,150,375
Retail stores 56,558,711 48,174,786 46,332,580
Lawn and corn cob products
and other 44,091,096 29,021,506 27,874,702
General assets 11,787,118 9,386,354 18,940,824
Total assets $356,501,778 $255,500,637 $290,110,477
Depreciation and amortization expense:
Grain operations $ 2,129,988 $ 2,259,243 $ 2,345,425
Agricultural products 1,122,163 1,105,530 1,102,502
Retail stores 1,957,190 1,882,966 1,829,175
Lawn and corn cob products
and other 1,512,000 1,211,566 938,859
General 387,882 551,274 838,016
Total depreciation and
amortization expense $ 7,109,223 $ 7,010,579 $ 7,053,977
Capital expenditures:
Grain operations $ 2,735,570 $ 1,578,192 $ 1,359,805
Agricultural products 1,037,201 842,645 557,074
Retail stores 4,228,566 728,538 1,522,244
Lawn and corn cob products
and other 2,209,646 2,917,100 558,348
General 597,538 523,570 2,673,412
Total expenditures $ 10,808,521 $ 6,590,045 $ 6,670,883
Intersegment sales are made at prices comparable to normal, unaffiliated
customer sales. Operating profit is sales and merchandising revenues plus
interest and other income attributable to the operating area less operating
expenses, excluding interest and general expenses. Identifiable assets by
segment include accounts receivable, inventories, advances to suppliers,
property, plant and equipment and other assets that are directly identified
with those operations. General assets consist of cash, investments, land held
for investment, land and buildings and equipment associated with
administration and Partnership services, assets of discontinued operations and
other assets not directly identified with segment operations.
An unaffiliated customer accounted for grain operations sales of $85,900,000
and $77,200,000 in 1992 and 1991, respectively. No unaffiliated customer
accounts for more than 10% of sales and merchandising revenues in 1993. Grain
sales for export to foreign markets amounted to approximately $88,300,000 and
$101,300,000 in 1993 and 1992, respectively. Sales for export to foreign
markets did not exceed 10% of consolidated sales and merchandising revenues
in 1991.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The Partnership is managed by the Corporation acting in its capacity as
sole General Partner. The Board of Directors of the Corporation has overall
responsibility for the management of the Corporation's affairs, including its
responsibilities as General Partner of the Partnership. Day-to-day operating
decisions, relative to the Partnership, have been delegated by the Board to
the Corporation's Chief Executive Officer. The directors and executive
officers of the Corporation are:
Name Age Position
Thomas H. Anderson 70 Chairman of the Board (1) (2)
Richard P. Anderson 64 Director; President and Chief Executive
Officer
Christopher J. Anderson 39 Vice President Business Development
Group (3)
Daniel T. Anderson 38 Director; General Merchandise Manager
Retail Group (3)
Donald E. Anderson 67 Director; Science Advisor
Michael J. Anderson 42 Director; Vice President and General
Manager Retail Group (2)
Richard M. Anderson 37 Director; Vice President and General
Manager Industrial Products Group (2)
John F. Barrett 44 Director
Joseph L. Braker 43 Vice President and General Manager Ag
Group (3)
Dale W. Fallat 49 Director; Vice President Corporate
Services
Richard R. George 44 Corporate Controller and Principal
Accounting Officer (1)
Paul M. Kraus 61 Director (2)
Peter A. Machin 46 Vice President and General Manager Lawn
Products Group (1)
Beverly J. McBride 52 General Counsel and Corporate
Secretary (2)
Rene C. McPherson 69 Director (1) (2)
Donald M. Mennel 75 Director (1) (3)
Larry D. Rigel 52 Vice President Marketing (1)
Janet M. Schoen 34 Director (2)
Gary L. Smith 48 Corporate Treasurer (3)
(1) Member of Nominating and Advisory Committee
(2) Member of Compensation Committee
(3) Member of Audit Committee
Thomas H. Anderson - Held the position of Manager-Company Services of The
Andersons for several years and was named Senior Partner in 1987. When the
Corporation was formed in 1987, he was named Chairman of the Board. He served
as a General Partner of The Andersons and a member of its Managing Committee
from 1947 through 1987.
Richard P. Anderson - He was Managing Partner of The Andersons from 1984 to
1987 when he was named Chief Executive Officer. Served as a General Partner
of The Andersons and a member of its Managing Committee from 1947 through 1987
and has been a Director of the Corporation since its inception in 1987. He
is also a director of Centerior Energy Corporation, First Mississippi Corp.
and N-Viro, International Corp.
Christopher J. Anderson - Began full-time employment with the Partnership in
1983. He held several positions in the Grain Group, including Planning
Manager and Administrative Services Manager, until 1988 when he formed a
private consulting business. He returned to the Company in 1990 in his
present position.
Daniel T. Anderson - Began full-time employment with The Andersons in 1979.
He has served in various positions in the Retail Group since 1984, including
Store Manager and Retail Operations Manager. In 1990, he assumed the position
of General Merchandise Manager for the Retail Group. He was elected a
Director in 1990.
Donald E. Anderson - In charge of scientific research for the Partnership
since 1980, he semi-retired in 1992. He served as a General Partner of The
Andersons from 1947 through 1987 and has served the Corporation as a Director
since its inception in 1987.
Michael J. Anderson - Began his employment with The Andersons in 1978. He has
served in several capacities in the Grain Group and he held the position of
Vice President and General Manager Grain Group from 1990 to February 1994 when
he was named Vice President and General Manager of the Retail Group. He has
served as a Director of the Corporation since 1988.
Richard M. Anderson - Began his employment with The Andersons in 1986 as
Planning Analyst and was named the Manager of Technical Development in 1987.
In 1990, he assumed his present position. He has served as a Director since
1988.
John F. Barrett - He has served in various capacities at The Western and
Southern Life Insurance Company, including Executive Vice President and Chief
Financial Officer and President and Chief Operating Officer, and currently
serves as Chief Executive Officer. He is a director of Cincinnati Bell, Inc.
and Fifth Third Bancorp. He was elected a Director of the Corporation in
December 1992.
Joseph L. Braker - Began his employment with the Partnership in 1968. He held
several positions within the Grain area and in 1988, he was named Group Vice
President Grain. In 1990, he was named Vice President and General Manager Ag
Products Group and in February 1994 he was named Vice President and General
Manager Ag Group. He served as a General Partner of The Andersons from 1985
to 1987.
Dale W. Fallat - Began his employment with The Andersons in 1967 and in 1988
was named Senior Vice President Law and Corporate Affairs. He assumed his
present position in 1990. He served as a General Partner of The Andersons
from 1983 through 1987 and a member of its Managing Committee in 1986 and
1987. He has served as a Director of the Corporation since its inception in
1987.
Richard R. George - Began his employment with the Partnership in 1976 and has
served as Controller since 1979.
Paul M. Kraus - General partner in the law firm of Marshall & Melhorn. He has
been a Director of the Corporation since 1988.
Peter A. Machin - Began his employment with The Andersons in the Lawn Products
Group in 1987 as Sales Manager of Professional Products. In 1988 he was
promoted to Sales and Marketing Manager and assumed his present position in
1990.
Beverly J. McBride - Began her employment with The Andersons in 1976. She has
served as Assistant General Counsel, Senior Counsel and since 1987 as General
Counsel and Corporate Secretary.
Rene C. McPherson - He has been a Director of the Corporation since 1988 and
currently serves as a director of BancOne Corporation, Dow Jones & Company,
Inc., Mercantile Stores Company, Inc., Milliken & Company, and Westinghouse
Electric Corporation.
Donald M. Mennel - Retired Chairman of the Board and Chief Executive Officer
of the Mennel Milling Company. He began a private law practice in 1986.
Elected as a Director in 1990.
Larry D. Rigel - Began his employment with the Partnership in 1966. From 1987
to February 1994 was in charge of the Partnership's Retail operations and
currently serves as Vice President Marketing for the Company.
Janet M. Schoen - A former school teacher, she is currently a full-time
homemaker. She was elected a Director of the Corporation in 1990.
Gary L. Smith - Began his employment with the Partnership in 1980 and has
served as Treasurer since 1985.
Donald E., Richard P. and Thomas H. Anderson are brothers; Paul M. Kraus is
a brother-in-law. Christopher J. and Daniel T. Anderson are sons of Richard
P. Anderson and Janet M. Schoen is a daughter of Thomas H. Anderson. Michael
J. and Richard M. Anderson are nephews of the three brothers.
Item 11. Executive Compensation
The Corporation provides all management services to the Partnership
pursuant to a Management Agreement entered into between the Partnership and
the Corporation as further described under "Item 13. Certain Relationships
and Related Transactions - Management Agreement." The fee paid to the
Corporation includes an amount equal to the salaries and cost of all employee
benefits, and other normal employee costs, paid or accrued on behalf of the
Corporation's employees who are engaged in furnishing services to the
Partnership. The following table sets forth the compensation paid by the
Corporation to the Chief Executive Officer and the four highest paid executive
officers.
Summary Compensation Table
Annual Compensation All Other
Name and Position Year Salary Bonus Compensation (a)
Richard P. Anderson 1993 $308,333 $150,000 $4,497
President and Chief 1992 286,666 60,000 4,300
Executive Officer 1991 280,008 4,200
Thomas H. Anderson 1993 206,669 90,000 4,497
Chairman of the Board 1992 190,004 35,000 4,364
1991 185,004 4,238
Joseph L. Braker 1993 194,634 70,000 4,497
Vice President and General 1992 181,408 30,000 4,364
Manager Ag Products Group 1991 175,106 15,000 4,238
Larry Rigel 1993 162,558 15,000 4,497
Vice President and General 1992 151,924 30,000 4,364
Manager Retail Group 1991 146,876 4,238
Michael J. Anderson 1993 161,962 100,000 4,497
Vice President and General 1992 146,978 30,000 4,364
Manager Grain Group 1991 136,238 41,000 4,087
(a) Corporation's matching contributions to its 401(k) retirement plan.
Pension Plan
The Corporation has a Defined Benefit Pension Plan (the "Pension Plan")
which covers substantially all permanent and regular part-time employees. The
amounts listed in the table below are payable annually upon retirement at age
65 or older. A discount of six percent per year is applied for retirement
before age 65. The pension benefits are based on a single-life annuity and
have been reduced for Social Security covered compensation. The compensation
covered by the Pension Plan is equal to the employees' base pay, which in the
Summary Compensation Table is the executive's salary, but beginning in 1989,
was limited by the Internal Revenue Code to $200,000, adjusted for inflation,
and beginning in 1994 is limited to $150,000, which will also be adjusted for
inflation in future years. Each of the named executives has six years of
credited service.
Average Approximate Annual Retirement Benefit Based
Five-Year Upon the Indicated Years of Service
Compensation 5 Years 10 Years 15 Years 25 Years
$ 50,000 $ 3,292 $ 6,584 $ 9,877 $ 16,461
100,000 7,042 14,084 21,127 35,211
150,000 10,792 21,584 32,377 53,961
200,000 14,542 29,084 43,627 72,711
250,000 18,292 36,584 54,877 91,461
Directors' Fees
Directors who are not employees of the Corporation and who are not
members of the Anderson family receive an annual retainer of $10,000.
Directors who are not employees of the Corporation receive a fee of $600 for
each Board Meeting attended. There are three committees of the Board of
Directors: the Audit Committee; the Nominating and Advisory Committee; and
the Compensation Committee. The chairman of these committees receives a
retainer of $2,000 provided they are not an employee of the Corporation, and
members of the committees who are not employees of the Corporation receive
$400 for each meeting attended.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee includes the following executive officers and
directors: Michael J. Anderson, Richard M. Anderson, Richard P. Anderson (ex
officio), Thomas H. Anderson (ex officio), Dale W. Fallat, Paul M. Kraus,
Beverly J. McBride, Rene C. McPherson (chairman), and Janet M. Schoen. In
addition, Charles E. Gallagher, Director of Personnel, is an ex officio member
of the committee.
Certain Transactions - Alshire-Columbus:
The Partnership and certain of the directors and executive officers of
the Corporation are limited partners in Alshire-Columbus Limited Partnership
("Alshire-Columbus"), an Ohio limited partnership, which owns the
Partnership's Brice General Store in Columbus, Ohio. The store is leased to
the Partnership by Alshire-Columbus at an annual base rental of $732,000.
Additional rental payments are due if net sales exceed $35 million. The lease
is a "net lease" and has an initial term expiring in 2000, with three five-
year renewal periods and options to purchase the building, land and
improvements at the end of the initial term and each renewal period. The
Partnership believes that the terms of the Brice General Store lease are at
least as favorable to the Partnership as terms obtainable from other third
parties.
The Partnership contributed the land, at its cost ($1,367,000), for its
original limited partner interest. As original limited partner, the
Partnership has no economic interest in the income from operations of Alshire-
Columbus but will receive a preferential distribution upon any sale of the
real estate equal to the cost of the land plus an amount equal to the
aggregate cash distributions received by the limited partners in excess of
their capital contributions. The remaining cash proceeds from any sale of the
Brice General Store will be distributed to the limited partners - 75%; the
Partnership, as original limited partner - 24%; and the general partner - 1%.
The other limited partners of Alshire-Columbus contributed $1,450,000,
representing 35 limited partnership units. None of the directors and
executive officers of the Corporation or their family members own more than
one limited partnership unit, except for Richard P. Anderson, who owns two
units. In the aggregate, 8 3/4 units are owned by directors and executive
officers of the Corporation, and their family members own an additional four
units. The limited partners, other than the Partnership, have 99% of the
economic interest in the income from operations of Alshire-Columbus and the
general partner has a 1% economic interest.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) No Limited Partner beneficially owns as much as 5% of the
Partnership's total capital. As of March 1, 1994, the descendants
of Harold and Margaret Anderson, founders of the Partnership,
beneficially held Partnership capital in the aggregate amount of
$39,349,105, constituting 72% of the Partnership's total capital
of $54,880,282 as of that date. All capital amounts as of March
1, 1994 are before the allocation of Partnership income for 1994.
The Anderson family members also own a total of 80% of the Class
A (non-voting) Shares and 79% of the outstanding Class B (voting)
Shares of the Corporation.
(c) The Partnership knows of no arrangements which may at a subsequent
date result in a change in control of the Partnership.
Item 13. Certain Relationships and Related Transactions
Management Agreement
The Corporation provides all personnel and management services to the
Partnership pursuant to a Management Agreement. The fee paid to the
Corporation for its services is an amount equal to (a) the salaries and cost
of all employee benefits, and other normal employee costs, paid or accrued on
behalf of the Corporation's employees who furnish services to the Partnership,
(b) reimbursable expenses incurred by the Corporation in connection with its
services to the Partnership, or on the Partnership's behalf, and (c) an amount
equal to $5,000 for each 1% of return on partners' capital up to a 15% annual
return on partners' capital, plus $7,500 for each 1% of return on partners'
capital between 15% and 25%, plus $10,000 for each 1% of return on partners'
capital greater than a 25% annual return to cover that part of the
Corporation's general overhead which is attributable to Partnership services
and to provide an element of profit to the Corporation. The management fee
incurred by the Partnership in 1993 totaled $63,107,331. See Note 2 to the
Partnership's Consolidated Financial Statements. Management believes that the
amount of the management fee paid to the Corporation is as favorable to the
Partnership as it would be if paid to an unaffiliated third party providing
similar management services. In this connection, approximately 88% of the
limited partners in the Partnership are also shareholders in the Corporation
and no one may own shares in the Corporation unless they are a limited partner
in the Partnership. In addition to the fee payable to the Corporation, the
Management Agreement also provides for certain other customary terms and
conditions, including termination rights, and requires the Corporation to make
its books and records available to the Partnership for inspection at
reasonable times.
Sublease Arrangement
The office building utilized by the Partnership is leased by the
Corporation from an unaffiliated lessor under a net lease expiring in 2000.
The Partnership subleases approximately 80% of the building from the
Corporation and pays the Corporation rent for the space it occupies. Under
the terms of the sublease, the Partnership also is responsible for insurance,
utilities, taxes, general maintenance, snow removal, lawn care and similar
upkeep expenses for the entire building. The Corporation reimburses the
Partnership for management and maintenance of the building, including the
space it does not occupy. The amount paid by the Partnership to the
Corporation for the portion of the building occupied by the Partnership is
designed to reimburse the Corporation for its equivalent cost under the
Corporation's lease. In 1993, the rental payments made by the Partnership to
the Corporation, net of the reimbursement for management and maintenance of
the building was $529,982, which is included in the total management fee
referred to under "Management Agreement" above. See Note 2 to the
Partnership's Consolidated Financial Statements.
Alshire-Columbus
See "Item 11. Executive Compensation - Compensation Committee
Interlocks and Insider Participation - Certain Transactions - Alshire-
Columbus."
PART IV
Item 14. Financial Statement Schedules and Reports on Form 8-K
(a) (1) The following consolidated financial statements of the registrant
are included in Item 8:
Page
Report of Independent Auditors..............................
Consolidated Statements of Income - years ended
December 31, 1993, 1992 and 1991..........................
Consolidated Balance Sheets - December 31, 1993 and 1992....
Consolidated Statements of Cash Flows - years ended
December 31, 1993, 1992 and 1991..........................
Consolidated Statements of Changes in Partners' Capital
- years ended December 31, 1993, 1992 and 1991............
Notes to Consolidated Financial Statements..................
(2) The following consolidated financial statement schedules are
included in Item 14(d):
V. Consolidated Property, Plant and Equipment - years ended
December 31, 1993, 1992 and 1991..........................
VI. Consolidated Accumulated Depreciation of Property,
Plant and Equipment - years ended December 31, 1993,
1992 and 1991.............................................
VIII. Consolidated Valuation and Qualifying Accounts - years
ended December 31, 1993, 1992 and 1991....................
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been omitted.
(3) Exhibits:
3(a) Amendment No. 18 to Restated Certificate of Limited
Partnership filed by the Partnership January 24, 1994
with the Clerk of the Court of Common Pleas of Lucas
County, Ohio.
3(b) The Andersons Partnership Agreement, dated as of
January 1, 1994.
4(a) Form of Indenture dated as of October 1, 1985,
between the Registrant and Ohio Citizens Bank, as
Trustee. (Incorporated by reference to Exhibit 4(a)
in Registration Statement No. 33-819.)
4(b)(i) The Thirteenth Supplemental Indenture dated as of
January 1, 1994, between The Andersons and Fifth
Third Bank of Northwestern Ohio, N.A., successor
Trustee to an Indenture between The Andersons and
Ohio Citizens Bank, dated as of October 1, 1985.
10(a) Management Performance Program.* (Incorporated by
reference to Exhibit 10(a) to the Partnership's Form
10-K dated December 31, 1990.)
* Management contract or compensatory plan.
10(b) Amended and Restated Limited Partnership Agreement of
Alshire-Columbus Limited Partnership effective July
1, 1986. (Incorporated by reference to Exhibit 10(a)
in Registration Statement No. 33-7017.)
10(c) Purchase Agreement effective June 30, 1986, between
Alshire-Columbus Limited Partnership and The
Andersons. (Incorporated by reference to Exhibit
10(b) in Registration Statement No. 33-7017.)
10(d) Lease Agreement effective July 1, 1986, between
Alshire-Columbus Limited Partnership and The
Andersons. (Incorporated by reference to Exhibit
10(c) in Registration Statement No. 33-7107.)
10(f) Management Agreement between The Andersons and The
Andersons Management Corp., effective as of January
1, 1988. (Incorporated by reference to Exhibit 10(f)
in Registration Statement No. 33-13538.)
10(h) Business Property Sublease effective January 1, 1993,
between The Andersons Management Corp. and The
Andersons. (Incorporated by Reference to Exhibit
10(h) in Registration Statement 33-42680.)
22 Subsidiaries of The Andersons.
24(a) Consent of Independent Auditors
28 Anderson Foundation Declaration of Trust, as amended.
(Incorporated by reference to Exhibit 28 to
Registrants Form 10-K dated December 31, 1992.)
The Partnership agrees to furnish to the Securities and Exchange
Commission a copy of any long-term debt instrument or loan agreement that it
may request.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the last quarter of the
year.
(c) Exhibits:
The exhibits listed in Item 14(a)(3) of this report, and not
incorporated by reference, follow "Financial Statement Schedules"
referred to in (d) below.
(d) Financial Statement Schedules:
The financial statement schedules listed in 14(a)(2) follow
"Signatures".
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, in Maumee, Ohio,
on the 29th day of March, 1994.
THE ANDERSONS (Registrant)
By The Andersons Management Corp
(General Partner)
By /s/Richard P. Anderson
Richard P. Anderson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons as Directors of the
General Partner and on behalf of the Registrant on the 29th day of March,
1994.
Signature Title* Signature Title*
/s/Richard P. Anderson Director Director
Richard P. Anderson John F. Barrett
/s/Daniel T. Anderson Director /s/Dale W. Fallat Director
Daniel T. Anderson Dale W. Fallat
/s/Donald E. Anderson Director Director
Donald E. Anderson Paul M. Kraus
/s/Michael J. Anderson Director Director
Michael J. Anderson Rene C. McPherson
/s/Richard M. Anderson Director /s/Donald M. Mennel Director
Richard M. Anderson Donald M. Mennel
/s/Thomas H. Anderson Director Director
Thomas H. Anderson Janet M. Schoen
*Titles with The Andersons Management Corp.
No proxy statement of the Partnership is furnished to Limited Partners.
Audited financial statements will be distributed to Limited Partners at a
later date.
<TABLE>
SCHEDULE V - CONSOLIDATED PROPERTY, PLANT AND EQUIPMENT
THE ANDERSONS AND SUBSIDIARIES
<CAPTION>
Balance at Balance
Beginning Additions Other at End of
Classification of Period at Cost Retirements Changes Period
Year ended December 31, 1993:
<S> <C> <C> <C> <C> <C>
Land $ 9,687,951 $ 264,600 $ 495,091 $ $ 9,457,460
Land improvements and leasehold
improvements 17,493,509 2,049,520 182,496 18,277 a 19,378,810
Building and storage facilities 60,809,927 1,225,454 12,994 62,022,387
Machinery and equipment 75,377,099 6,892,588 2,271,742 143,670 a 80,141,615
Construction in progress 1,331,205 376,359 -0- 1,707,564
$164,699,691 $10,808,521 $2,962,323 $ 161,947 $172,707,836
Year ended December 31, 1992:
Land $ 9,984,207 $ 300,855 $ 597,111 $ -0- $ 9,687,951
Land improvements and leasehold
improvements 16,699,465 646,913 96,846 243,977 a 17,493,509
Building and storage facilities 60,643,109 178,244 11,426 -0- 60,809,927
Machinery and equipment 70,281,406 5,155,335 1,947,082 1,887,440 a 75,377,099
Construction in progress 1,022,507 308,698 -0- -0- 1,331,205
$158,630,694 $ 6,590,045 $2,652,465 $2,131,417 $164,699,691
Year ended December 31, 1991:
Land $ 7,770,396 $2,213,811 $ -0- $ -0- $ 9,984,207
Land improvements and leasehold
improvements 16,331,741 387,665 19,941 -0- 16,699,465
Building and storage facilities 59,839,573 796,185 6,311 13,662 b 60,643,109
Machinery and equipment 67,691,882 3,713,411 1,110,225 (13,662)b 70,281,406
Construction in progress 1,362,696 (340,189) -0- -0- 1,022,507
$152,996,288 $6,770,883 $1,136,477 $ -0- $158,630,694
<FN>
( ) - indicates deduction
a) Property, plant and equipment of subsidiary consolidated as of the beginning of the year.
b) Transfers
c) The annual provisions for depreciation have been computed principally by the straight-line method in accordance
with the following useful lives:
Land improvements 5 - 20 years
Leasehold improvements lease term
Buildings and storage facilities 20 - 50 years
Machinery and equipment 3 - 20 years
</TABLE>
<TABLE>
SCHEDULE VI - CONSOLIDATED ACCUMULATED DEPRECIATION
OF PROPERTY, PLANT AND EQUIPMENT
THE ANDERSONS AND SUBSIDIARIES
<CAPTION>
Balance at Charged to Balance
Beginning Costs and Other at End of
Classification of Period Expenses Retirements Changes Period
Year ended December 31, 1993:
<S> <C> <C> <C> <C> <C>
Land improvements and leasehold
improvements $ 11,861,432 $ 815,328 $ 135,546 $ 9,969 a $ 12,551,183
Building and storage facilities 36,083,140 1,771,321 5,870 37,848,591
Machinery and equipment 59,915,602 4,142,880 2,231,626 64,118 a 61,890,974
$107,860,174 $6,729,529 $2,373,042 $ 74,087 $112,290,748
Year ended December 31, 1992:
Land improvements and leasehold
improvements $ 11,031,432 $ 809,975 $ 30,419 $ 50,444 a $ 11,861,432
Building and storage facilities 34,304,951 1,782,234 4,045 -0- 36,083,140
Machinery and equipment 56,085,345 3,943,375 1,459,915 1,346,797 a 59,915,602
$101,421,728 $6,535,584 $1,494,379 $1,397,241 $107,860,174
Year ended December 31, 1991:
Land improvements and leasehold
improvements $ 10,157,508 $ 883,602 $ 11,476 $ 1,800 b $ 11,031,432
Building and storage facilities 32,490,571 1,808,960 2,156 7,576 b 34,304,951
Machinery and equipment 53,388,322 3,782,288 1,075,889 (9,376)b 56,085,345
$ 96,036,399 $6,474,850 $1,089,521 $ -0- $101,421,728
<FN>
( ) indicates deduction
a) Accumulated depreciation of property, plant and equipment of subsidiary consolidated as of the beginning of the
year.
b) Transfers
</TABLE>
<TABLE>
SCHEDULE VIII - CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
THE ANDERSONS AND SUBSIDIARIES
<CAPTION>
Additions
Balance at Charged to Charged to Balance
Beginning Costs and Other Accounts Deductions at End
Description of Period Expenses - Describe - Describe of Period
Allowance for doubtful accounts receivable:
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1993 $775,000 $909,724 $ -0- $ 506,724 (1) $1,178,000
Year ended December 31, 1992 487,000 763,677 -0- 475,677 (1) 775,000
Year ended December 31, 1991 586,500 930,456 -0- 1,029,956 (1) 487,000
<FN>
(1) Uncollectible accounts written off, net of recoveries
</TABLE>
EXHIBIT INDEX
THE ANDERSONS
Exhibit
Number
3(a) Amendment No. 18 to Restated Certificate of Limited Partnership
filed by the Partnership January 24, 1994 with the Clerk of the
Court of Common Pleas of Lucas County, Ohio.
3(b) The Andersons Partnership Agreement, dated as of January 1, 1994.
4(b)(i) The Thirteenth Supplemental Indenture dated as of January 1, 1994,
between The Andersons and Fifth Third Bank of Northwestern Ohio,
N.A., successor Trustee to an Indenture between The Andersons and
Ohio Citizens Bank, dated as of October 1, 1985.
22 Subsidiaries of The Andersons
24(a) Consent of Independent Auditors
Exhibit 3(a)
AMENDMENT NO. 18
TO
RESTATED CERTIFICATE OF LIMITED PARTNERSHIP
The Andersons was engaged in business as a limited partnership prior to
the adoption of Sections 1782.01 to 1782.62, inclusive, of the Ohio Revised
Code and became a limited partnership under prior Ohio law through
certificate recorded on May 19, 1959, in Volume 6, page 199, of the
partnership records in the office of the Clerk of the Court of Common Pleas
of Lucas County, Ohio. Effective as of January 1, 1986, a Restated
Certificate of Limited Partnership was filed on January 3, 1986, in the
office of the Lucas County Recorder, Microfiche Numbers 86-0014A09 through
86-0014D01 with Amendment No. 1 being filed in the same office on October 14,
1986, Microfiche Numbers 86-1541B06, and Amendment No. 17 thereto being filed
in the same office on October 1, 1993, Microfiche Number 93-332D06.
This Amendment No. 18 to the aforementioned Restated Certificate of
Limited Partnership is filed to certify the following effective January 1,
1994.
1. Only those parties listed as the General Partner and as Limited
Partners, respectively, in Schedule A attached hereto and incorporated as
though fully rewritten herein, are interested as partners in the limited
partnership known as "The Andersons," whose principal office is at 480 W.
Dussel Drive (changed from 1200 Dussel Drive by the U.S. Postal Department),
Maumee, Lucas County, Ohio 43537.
2. The name and address of the sole General Partner and the names
and places of residence of all the Limited Partners, respectively, are set
forth in Schedule A.
3. The amount of capital each partner has contributed effective
January 1, 1994, is set forth in Schedule A.
4. The following parties have become Limited Partners in the limited
partnership known as "The Andersons," whose principal office is at 480 West
Dussel Drive, Maumee, Lucas County, Ohio 43537, with the amount of capital
each partner has contributed effective January 1, 1994, set forth next to
each partner's name and address:
Name Capital Contribution
John F. Barrett $19,400.00
9300 Shawnee Run Road
Cincinnati, Ohio 45243
Detroit Province of the $19,400.00
Society of Jesus
7303 W. Seven Mile Road
Detroit, Michigan 48221-2198
DiSalle Real Estate Co. $29,100.00
1909 River Road
Maumee, Ohio 43537
5. Effective December 31, 1993, Mary Kay Anderson, Michael J.
Anderson and Kathleen M. Anderson, Trustees, or their successors in trust,
under the Anderson Living Trust dated July 30, 1991, and any amendments
thereto. ("Anderson Trust") made transfers of capital of $9,700.00 each from
the Anderson Trust to other current limited partners listed below, thereby
reducing the capital account of the Anderson Trust by $106,700 and increasing
the capital account of each limited partner listed below by $9,700.00. Said
transfers were made from the Anderson Trust to the following limited
partners:
Jeffrey W. Anderson Jane A. Bechtel
John D. Anderson Amy L. Brodbeck
Kathleen M. Anderson Susan M. Carroll
Mark E. Anderson Sarah A. Gradel
Michael J. Anderson Boo Anderson Hensien
William I. Anderson
Page 1 of 3 Pages
6. Effective December 31, 1993, Susan K. Dziubek, Joseph G. Kraus
and Thomas G. Kraus each made a transfer of capital of $9,700.00 from their
limited partner capital accounts, to the limited partner capital account of
Society National Bank, Trustee for Eric L. Kraus and increasing such limited
partner capital account by $29,100.00.
7. Effective January 1, 1994, Michael J. Anderson made a transfer of
capital of $4,750.00 from his limited partner capital account, to the limited
partner capital account of Carol H. Anderson, thereby reducing Michael J.
Anderson's limited partner capital account by $4,750.00 and increasing Carol
H. Anderson's limited partner capital account by $4,750.00.
8. Effective January 1, 1994, the following limited partners have
withdrawn from the limited partnership known as "The Andersons":
Henry J. Douglas
K. Duane Leedy
James R. Maas
The Revocable Trust of
Sidney D. Muse and Laverne Muse
The Huntington National Bank, Trustee for
Karl W. Heise trusts for:
Bowling Green State University
The Toledo Museum of Art
The Ohio State University
The University of Toledo
9. In all other respects, the aforesaid Restated Certificate of
Limited Partnership and Amendments thereto shall remain the same.
SIGNED AND ACKNOWLEDGED this 24th day of January, 1994, by officers of
the General Partner for the General Partner and on behalf of each of the
Limited Partners listed in Schedule A, pursuant to Power of Attorney
authorizing the General Partner to sign on behalf of each Limited Partner.
GENERAL PARTNER for the GENERAL PARTNER:
THE ANDERSONS MANAGEMENT CORP.
By: Richard P. Anderson
Richard P. Anderson, President
By: Beverly J. McBride
Beverly J. McBride, Secretary
GENERAL PARTNER, Attorney-in-Fact for Each LIMITED
PARTNER:
THE ANDERSONS MANAGEMENT CORP.
By: Thomas H. Anderson
Thomas H. Anderson, Chairman
By: Gary L. Smith
Gary L. Smith, Treasurer
Page 2 of 3 Pages
STATE OF OHIO )
COUNTY OF LUCAS ) ss:
Before me, a Notary Public, in and for said county and state,
personally appeared Richard P. Anderson and Beverly J. McBride, the President
and Secretary, respectively, of The Andersons Management Corp., an Ohio
corporation, who acknowledged that said corporation is the sole General
Partner of The Andersons, an Ohio limited partnership, and they being
thereunto duly authorized, did sign the foregoing instrument in behalf of
said corporation and by authority of its Board of Directors, and that the
same is the free act and deed of said officers and of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal at
Maumee, Ohio, this 24th day of January, 1994.
Cathy L. Redford
Notary Public
My Commission Expires: April 10, 1994
STATE OF OHIO )
COUNTY OF LUCAS ) ss:
Before me, a Notary Public, in and for said county and state,
personally appeared the Limited Partners set forth in Schedule A attached
hereto and incorporated herein by Thomas H. Anderson and Gary L. Smith, the
Chairman and Treasurer, respectively, of The Andersons Management Corp., an
Ohio corporation, attorney-in-fact, who acknowledged that they, being
thereunto duly authorized, did sign the foregoing instrument on behalf of
said corporation and by authority of its Board of Directors on behalf of the
said Limited Partners set forth in the aforesaid Schedule A, and that the
same is the free act and deed of said Limited Partners and the free act and
deed of said corporation, as attorney-in-fact.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal at
Maumee, Ohio, this 24th day of January, 1994.
Cathy L. Redford
Notary Public
My Commission Expires: April 10, 1994
This Instrument Was Prepared By:
Beverly J. McBride
Attorney-At-Law
480 W. Dussel Drive
Maumee, Ohio 43537
Page 3 of 3 Pages
SCHEDULE A
1994
GENERAL PARTNER: AMOUNT:
The Andersons Management Corp. $ 760,796.63
480 W. Dussel Drive, P. O. Box 119
Maumee, Ohio 43537
LIMITED PARTNERS:
Dennis J. Addis $ 43,935.12
10429 Bailey Road
Waterville, Ohio 43566
Gerald D. Adler $ 58,656.59
1106 Bourgogne Road
Bowling Green, Ohio 43402
Alex T. Anderson $ 668,499.80
111 Chestnut Avenue
Narberth, PA 19072
Andrew T. Anderson $ 648,451.46
2203 County Road EF
Swanton, Ohio 43558
Angel K. Anderson $ 48,299.39
7400 Nightengale Drive, Apt. 1
Holland, Ohio 43528
Anthony J. Anderson $ 441,121.85
4390 Shollenbarger Road
Oxford, Ohio 45056
Carol H. Anderson $ 315,537.00
6950 Pilliod Road
Holland, Ohio 43528
Charles W. Anderson $ 657,595.89
19800 Sugar Creek Drive
Bowling Green, Ohio 43402
Christine M. Anderson $ 729,298.46
919 1/2 River Road
Maumee, Ohio 43537
Christopher J. Anderson $ 706,962.92
6918 Pilliod Road
Holland, Ohio 43528
Daniel T. Anderson $ 876,017.60
11266 Obee Road
Whitehouse, Ohio 43571
Donald E. Anderson $ 541,390.46
1833 S. Holland-Sylvania Road
Maumee, Ohio 43537
Edward H. Anderson $ 722,175.99
7517 Summer Lakes Court
Orlando, Florida 32811
Frances H. Anderson $ 918,982.01
1833 S. Holland-Sylvania Road
Maumee, Ohio 43537
Frederick P. Anderson $ 699,413.45
1764 Brandee Lane
Santa Rosa, California 95403
Gerard M. Anderson $ 723,794.32
191 Orchard Hills
Ann Arbor, Michigan 48104
James M. Anderson $ 737,551.43
7038 Cloister Road
Toledo, Ohio 43617
Jeffrey W. Anderson $ 596,109.45
4300 Coder Road
Maumee, Ohio 43537
John D. Anderson, Jr. $ 493,417.33
28848 E. River Road
Perrysburg, Ohio 43551
Katherine P. Anderson $ 680,999.90
7320 Nightengale Lane
Apt. #6
Holland, Ohio 43528
Kathleen M. Anderson $ 491,217.50
9253 Biscayne Boulevard
Dallas, Texas 75218
Kevin E. Anderson $ 588,805.84
6041 N. Chanticleer Drive
Maumee, Ohio 43537
Louise P. Anderson $ 799,523.78
511 Underbrook Court
Westerville, Ohio 43081
Mark E. Anderson $ 625,012.12
6845 Ravine Circle
Worthington, Ohio 43085
Mary Jo Anderson $ 343,533.79
2204 Bridlewood
Toledo, Ohio 46314
Mary Pat Anderson $ 838,661.36
1833 S. Holland-Sylvania Road
Maumee, Ohio 43537
Matthew C. Anderson $ 674,747.47
12005 Oak River Lane
Whitehouse, Ohio 43571
Michael J. Anderson $ 315,190.65
6950 Pilliod Road
Holland, Ohio 43528
Nicholas D. Anderson $ 709,031.21
1504 Goddard Avenue
Louisville, Kentucky 40204
Paul G. Anderson $ 677,443.05
561 Crestview Road
Columbus, Ohio 43202
Richard M. Anderson $ 670,774.23
445 River Road
Waterville, Ohio 43566
Richard P. Anderson $ 919,083.81
1833 S. Holland-Sylvania Road
Maumee, Ohio 43537
Robert J. Anderson $ 343,523.67
2204 Bridlewood Drive
Toledo, Ohio 43614
Robert J. Anderson, Jr. $ 745,887.03
10918 Springbrook Court
Whitehouse, Ohio 43571
Steven L. Anderson $ 772,338.68
1718 Lynnhurst Road
Columbus, Ohio 43229
Thomas F. Anderson $ 693,574.97
336 S. 42nd St., Apt. 4
Philadelphia, Pennsylvania 18104
Thomas H. Anderson $ 839,141.22
1833 S. Holland-Sylvania Road
Maumee, Ohio 43537
Timothy A. Anderson $ 773,948.46
4242 Pine Street, Apt. 1A
Philadelphia, Pennsylvania 19104
Una S. Anderson $ 541,226.28
1833 S. Holland-Sylvania Road
Maumee, Ohio 43537
William I. Anderson $ 504,350.14
6705 N. River Road
Waterville, Ohio 43566
John F. Barrett $ 19,400.00
9300 Shawnee Run Road
Cincinnati, Ohio 45243
Jane A. Bechtel $ 392,922.19
27881 White Road
Perrysburg, Ohio 43551
Stephen J. Beier $ 79,657.99
12949 Shaffer Road
Swanton, Ohio 43558
William A. Beier $ 71,860.39
10190 Forest Lakes Road
Middlebury, Indiana 46540
Joseph L. Braker $ 104,041.55
2055 Belvedere Drive
Toledo, Ohio 43614
Amy L. Brodbeck $ 575,950.35
1833 S. Holland-Sylvania Road
Maumee, Ohio 43537
Donald G. Brucker $ 93,055.13
2 Walnut Lane
Mahomet, Illinois 61853
Ellen A. Carr $ 492,290.05
1141 West Pratt, 1 East
Chicago, Illinois 60626
Susan M. Carroll $ 376,395.52
1833 Holland-Sylvania Rd.
Maumee, Ohio 43537
Joseph C. Christen $ 17,593.31
4317 Morning Dove Drive
Oregon, Ohio 43616
Mark D. Christman $ 62,446.93
30125 Morningside Drive
Perrysburg, Ohio 43551
Nicholas C. Conrad $ 22,008.86
128 Woodside
Swanton, Ohio 43558
Martha A. Corcoran $1,025,522.24
1833 South Holland-Sylvania Road
Maumee, Ohio 43537
J. Patrick Critch $ 61,892.25
105 Ottekee Drive
Perrysburg, Ohio 43551
Judith M. Dauer $ 46,761.96
1637 Glenton Drive
Toledo, Ohio 43614
Detroit Province of the $ 19,400.00
Society of Jesus
7303 W. Seven Mile Road
Detroit, Michigan 48221-2198
DiSalle Real Estate Co. $ 29,100.00
1909 River Road
Maumee, Ohio 43537
Susan K. Dziubek $ 753,442.70
3412 Mallard Drive
Clarksville, Tennessee 37042
Gregor K. Emmert, Sr., M.D. $ 67,025.49
29629 Durham Drive
Perrysburg, Ohio 43551
Gary L. Evans $ 28,815.12
800 Pierce Street
Maumee, Ohio 43537
Marie J. Evans $ 516,424.97
800 Pierce Street
Maumee, Ohio 43537
Dale W. Fallat $ 168,441.09
2836 River Road
Maumee, Ohio 43537
Ellsworth Fanning $ 379,892.17
Box 186
Shipshewana, Indiana 46565
James B. Findley $ 61,617.25
4805 Skelly Road
Toledo, Ohio 43623
Stanley W. Force $ 74,009.52
269 Frank Road
Frankenmuth, Michigan 48734
Charles E. Gallagher $ 28,777.69
1050 Bourgogne
Bowling Green, Ohio 43402
Richard R. George $ 67,580.51
511 Independence Drive
Waterville, Ohio 43566
Sarah A. Gradel $ 694,793.39
3047 N. Kenmore, #3F
Chicago, Illinois 60657
Melvin J. Hahn $ 81,959.78
3862 Trailwood
Okemos, Michigan 48864
Elizabeth J. Hall $ 22,623.96
739 Inwood Place
Maumee, Ohio 43537
Glenn E. Hall $ 125,167.73
420 W. William Street
Maumee, Ohio 43537
Thomas J. Handel $ 34,815.04
2511 Wealdstone
Toledo, Ohio 43617
Arman R. Hartung $ 22,535.93
11350 - 22 Mile Road
Marshall, Michigan 49068
Boo Anderson Hensien $ 724,970.96
7431 Oak Hill Drive
Sylvania, Ohio 43560
Richard L. Herron $ 89,023.34
4040 Beechway Boulevard
Toledo, Ohio 43614
Douglas D. Hoff $ 38,437.45
539 Cambridge Park S.
Maumee, Ohio 43537
Thomas L. Irmen $ 359,099.15
1741 S. Holland-Sylvania Road
Maumee, Ohio 43537
Alvin H. Johnson $ 36,997.48
9416 Pawnee Road
New Haven, Indiana 46774
Herman H. Kiel $ 85,649.64
6021 Solether Road
Cygnet, Ohio 43413
Patrick A. Klein $ 42,194.12
1572 Pleasantview Drive
Lancaster, Ohio 43130
Dr. Daniel R. Kory $ 48,323.19
4602 Wyndwood Drive
Toledo, Ohio 43623
Carol A. Kraus $ 399,059.82
1833 S. Holland-Sylvania Road
Maumee, Ohio 43537
Gretchen M. Kraus $ 753,209.83
2041 N. Howe, First Floor
Chicago, Illinois 60614
John P. Kraus $ 690,586.78
5912 Swan Creek Drive
Toledo, Ohio 43614
Joseph G. Kraus $ 567,665.84
29805 E. River Road
Perrysburg, Ohio 43551
Paul M. Kraus $ 397,661.10
1833 S. Holland-Sylvania Road
Maumee, Ohio 43537
Philip A. Kraus $ 596,642.08
224 Kiefaber
Dayton, Ohio 45409
Thomas G. Kraus $ 671,638.84
Andersen Consulting
100 S. Wacker Dr.
Chicago, Illinois 60606
Frances K. Larkin $ 642,728.80
1025 W. Oakdale, Apt. 2
Chicago, Illinois 60657
Konrad J. Lasek $ 63,813.79
2504 Drummond
Toledo, Ohio 43606
Judith A. Ludwig $ 665,360.55
10034 Ramm Road
Monclova, Ohio 43542
Peter A. Machin $ 53,237.79
5034 Dauber Drive, West
Toledo, Ohio 43615
Beverly J. McBride $ 205,571.01
5274 Cambrian Road
Toledo, Ohio 43623
Margaret A. McCartney $ 681,546.22
6200 Manore Road
Swanton, Ohio 43558
Dale E. McCullough $ 65,233.43
2-3526 County Road 5-1
Delta, Ohio 43515
James M. McKinstray $ 160,237.26
601 S. Willis Avenue
Champaign, Illinois 61820
Neill C. McKinstray $ 166,491.98
9565 St. Andrews
Perrysburg, Ohio 43551
Rene C. McPherson $ 64,812.77
c/o Wendy Hakeos
4633 Douglas Road
Ida, Michigan 48140
Richard E. Mengel $ 51,151.95
938 Liberty Drive
Waterville, Ohio 43566
Donald M. Mennel $ 63,301.56
1192 Pelton Road
Fostoria, Ohio 44830
Robert A. Meyer $ 32,472.04
11070 Alscot Lane
Whitehouse, Ohio 43571
Wassef E. Mikhail $ 114,782.62
4203 Shamley Green
Toledo, Ohio 43623
Jennifer A. Miller $ 849,971.86
1819 Lima Center Rd.
Dexter, MI 48130
Ruth M. Miller $ 665,533.43
10945 Lakeview Drive
Whitehouse, Ohio 43571
John L. Monnette $ 110,886.78
4220 School Road
Temperance, Michigan 48182
Joseph W. Needham $ 21,601.28
809 Ashland
West Lafayette, Indiana 47906
Robert J. Nitschke $ 64,542.21
5711 Swan Road
Pemberville, Ohio 43450
Billy L. Parker $ 107,419.12
23507 W. River Road
Perrysburg, Ohio 43551
Richard K. Ransom $ 126,843.43
5531 Bent Oak Road
Sylvania, Ohio 43560
Joan A. Rataczak $ 771,886.06
13 Hill Crest Lane
Circle Pines, Minnesota 55014
Sue A. Reither $ 54,564.75
1000 E. Boundary Road
Perrysburg, Ohio 43551
Larry D. Rigel $ 309,095.69
60 Back Bay Road
Bowling Green, Ohio 43402
Neil E. Rupp $ 67,656.70
1043 Walnut Street
Perrysburg, Ohio 43551
Janet M. Schoen $ 703,547.34
11523 Cherokee Lane
Brecksville, Ohio 44141
Robert A. Schroeder $ 45,085.33
2651 C.R. 93
Gibsonburg, Ohio 43431
Rasesh H. Shah $ 93,010.47
6863 Regents Park Blvd.
Toledo, Ohio 43617
Robert C. Smigelski $ 60,511.25
7841 Noward Road
Waterville, Ohio 43566
Gary L. Smith $ 63,336.15
70 Back Bay Road
Bowling Green, Ohio 43402
Ronald E. Stewart $ 108,324.88
223 W. Fifth Street
Perrysburg, Ohio 43551
Roger J. Truckor $ 89,994.54
13950 Shaffer Road
Swanton, Ohio 43558
James M. Wagener $ 101,648.86
321 East John Street
Maumee, Ohio 43537
Mary S. Waltzer $ 280,141.12
2605 Michael Lane
Maumee, Ohio 43537
James R. Weaver $ 75,487.64
14098 Wapakoneta Road
Grand Rapids, Ohio 43522
Vern E. Weaver, Jr. $ 84,504.35
23781 Euler Road
Weston, Ohio 43569
Jackson W. Whitacre $ 59,119.93
9480 Napoleon Road
Bowling Green, Ohio 43402
Larry K. Winegar $ 77,535.84
5367 Northbrook Court
Sylvania, Ohio 43560
Eugene N. Balk gift to:
The University of Toledo $ 856,934.57
Scott Kelley
Director of Business Affairs
University of Toledo
2801 W. Bancroft
Toledo, Ohio 43606-3395
Georgetown University $ 518,116.16
George R. Houston, Jr.
Managing Director of the Endowment Fund
Georgetown University
3600 M Street, N.W., Suite 221
Washington, District of Columbia 20057
The Ohio Foundation of Independent Colleges $ 133,257.85
Kenneth L. Hoyt, President
The Ohio Foundation of Independent Colleges
21 East State Street, Suite 110
Columbus, Ohio 43215
The Ohio State University $1,745,190.77
James Nichols
Office of the Treasurer
The Ohio State University
Riverwatch Tower, Suite B
364 West Lane Avenue
Columbus, Ohio 43201-1002
The Toledo Museum of Art $ 685,216.18
Dr. David W. Steadman, Director
Toledo Museum of Art
P. O. Box 1013
Toledo, Ohio 43697
TRUSTS:
MARY KAY ANDERSON, MICHAEL J. ANDERSON and $ 416,949.34
KATHLEEN M. ANDERSON, Trustees, or their successors
in trust, under the ANDERSON LIVING TRUST dated
July 30, 1991, and any amendments thereto.
Mary Kay Anderson
1833 South Holland-Sylvania Road
Maumee, Ohio 43537
Michael J. Anderson
6950 Pilliod Road
Holland, Ohio 43528
Kathleen M. Anderson
9253 Biscayne Blvd.
Dallas, Texas 75218
The Revocable Trust Agreement of
Louise E. Baumgartner $ 66,432.38
c/o Louise E. Baumgartner, Trustee
3815 Fairwood Drive
Sylvania, Ohio 43560
Marjorie M. Bristow, Trustee $ 120,656.21
26899 Ottekee
Perrysburg, OH 43551
Robert G. Bristow, Trustee $ 360,325.52
26899 Ottekee
Perrysburg, OH 43551
Delaware Charter Guaranty and Trust, Trustee
c/o Scott Savage, Continental Capital
5580 Monroe Street
Sylvania, Ohio 43560
Custodian for:
Clarence Pawlicki IRA $ 63,077.52
Daniel J. DiSalle, Trustee
1909 River Road
Maumee, Ohio 43537
Trustee for:
DiSalle Real Estate Co. Employees $ 62,621.01
Profit Sharing Plan
Fifth Third Bank of Northwestern Ohio
K. L. Horner
P. O. Box 1868
Toledo, Ohio 43603
Trustee for:
Sinclair Manufacturing Associates, Inc.
Profit-Sharing Plan fbo James L. Brown $ 115,823.18
Toledo Radiological Associates, Inc.
Profit-Sharing Plan fbo William Eggleston $ 115,823.18
Associated Anesthesiologists
Profit-Sharing Plan fbo Rolando Parades $ 57,911.59
Becky Hasselback (same address)
Trustee for:
MCO Profit-Sharing Plan
fbo Hollis Merrick $ 60,339.52
Forbes Family Trust
Janice McShea
327 Pearl Street
Cary, Illinois 60013 $ 22,503.07
Huntington Trust Company, N.A., Trustee
Norman Kirkendall
HC-1142
41 South High Street
Columbus, Ohio 43215
Trustee for:
Toledo Pediatric Group Profit-Sharing Plan
fbo Dr. Raymond Buganski $ 57,319.89
Charles J. LaFountaine and $ 41,852.10
Goldie M. LaFountaine, Trustees
The LaFountaine Family Trust
3518 Pelican Boulevard, S. W.
Cape Coral, Florida 33914
Charles R. Marlowe, Jr. and
Timothy D. Gilbert, Trustees
1657 Holland Road, Suite A
Maumee, Ohio 43537
Trustees for:
Charles R. Marlowe, Jr., D.P.M., Inc.$ 63,713.48
Profit-Sharing Plan and Trust
fbo Charles R. Marlowe, Jr., D.P.M.
Christopher L. Marlowe, M.D. , Trustee
26316 Carrington Boulevard
Perrysburg, Ohio 43551
Trustee for:
Christopher L. Marlowe, M.D.
Money-Purchase Pension Plan $ 64,438.77
Harold A. McMaster, Trustee $ 287,462.96
5580 Monroe Street
Sylvania, Ohio 43560
The Harold and Helen McMaster Foundation $ 287,636.64
5580 Monroe Street
Sylvania, Ohio 43560
Dr. Gunvantray B. Mehta, Trustee $ 131,402.57
6128 Wyandotte Road, W.
Maumee, Ohio 43537
Norman C. Nitschke, Trustee $ 298,533.95
29737 E. River Road
Perrysburg, Ohio 43551
National City Bank, Northwest
P. O. Box 1688
Toledo, Ohio 43603
Trustee for:
Trust fbo James McGinnis $ 55,737.14
Ovitt Group Partnership $1,180,367.23
c/o Scott Savage
Continental Capital
5580 Monroe Street
Sylvania, Ohio 43560
John H. Robinson, Trustee
2000 Regency Court
Suite 206
Toledo, Ohio 43623
Trustee for:
John H. Robinson MD Inc.
Target Benefit Plan & Trust
fbo John H. Robinson $ 64,795.46
Society National Bank, Trustee
Thomas Nowak
Three SeaGate, P. O. Box 10099
Toledo, Ohio 43699-0099
Mr. Jerome J. Robison
Turst Admin. Officer
Three SeaGate, P.O. Box 10099
Toledo, Ohio 43699-0099
Trustee for:
Eric L. Kraus $ 463,288.41
John D. Anderson trusts for:
Bowling Green State University $ 40,438.41
Cornell University $ 40,438.41
Harvard University $ 40,438.41
Miami University (Oxford, Ohio) $ 40,438.41
Northwestern University $ 40,438.41
Ohio University $ 40,438.41
The University of Toledo $ 40,438.41
Richard P. Anderson trusts for:
Michigan State University $ 36,922.81
The Ohio State University $ 36,922.81
Andrew T. Anderson trusts for:
The Associated Colleges of Indiana $ 36,922.81
The University of Illinois $ 36,922.81
Christopher J. Anderson trusts for:
Harvard University School of
Business $ 36,922.81
The Ohio State University $ 36,922.81
James M. Anderson trust for:
The Ohio State University $ 36,922.81
John D. Anderson, Jr. trusts for:
Michigan State University $ 36,922.81
The Associated Colleges of Indiana $ 36,922.81
Kathleen M. Anderson trusts for:
Michigan State University $ 36,922.81
Ohio University $ 36,922.81
Mark E. Anderson trusts for:
Harvard University $ 36,922.81
The Ohio Foundation of Independent
Colleges $ 36,922.81
Michael J. Anderson trusts for:
Michigan State University $ 36,922.81
The University of Illinois $ 36,922.81
Paul G. Anderson trusts for:
The Ohio Foundation of Independent
Colleges $ 36,922.81
The Ohio State University $ 36,922.81
Steven L. Anderson trusts for:
Michigan State University $ 36,922.81
The Ohio State University $ 36,922.81
William I. Anderson trusts for:
The Ohio Foundation of Independent
Colleges $ 36,922.81
The Ohio State University $ 36,922.81
Jane A. Bechtel trusts for:
Cornell University $ 36,922.81
The Ohio Foundation of Independent
Colleges $ 36,922.81
Ellen A. Carr trusts for:
Purdue University $ 36,922.81
The Associated Colleges of Indiana $ 36,922.81
Martha A. Corcoran trusts for:
The Ohio State University $ 36,922.81
The University of Notre Dame $ 36,922.81
Marie J. Evans trusts for:
Bowling Green State University $ 36,860.53
The University of Toledo $ 36,922.81
Boo Anderson Hensien trusts for:
Bowling Green State University $ 36,922.81
The Ohio Foundation of Independent
Colleges $ 36,922.81
John P. Kraus trusts for:
The Associated Colleges of Indiana $ 36,922.81
The University of Notre Dame $ 36,922.81
Margaret A. McCartney trust for:
Miami University (Oxford, Ohio) $ 36,922.81
Jennifer L. Miller trusts for:
Miami University (Oxford, Ohio) $ 36,922.81
Purdue University $ 36,922.81
Ruth M. Miller trusts for:
Miami University (Oxford, Ohio) $ 36,931.57
Michigan State University $ 36,922.81
The Trust Company of Toledo, N.A., Trustee
Ms. Julie B. Higgins
6135 Trust Drive, Suite 206
Holland, Ohio 43528
Trustee for:
Radiological Associates, Inc.
Profit-Sharing Plan fbo
Soterios Kakissis $ 57,970.01
Radiological Associates, Inc.
Profit-Sharing Plan
fbo Paul Raglow $ 57,925.54
United Missouri Bank, Trustee
Ms. Amy Burnett
P. O. Box 419692
Kansas City, Missouri 64141
Trustee for:
Toledo Clinic Retirement Plan
fbo Richard Torchia $ 64,722.01
Toledo Clinic Retirement Plan
fbo Larry Winegar $ 63,158.72
United Missouri Bank, Trustee
P. O. Box 419692
Kansas City, Missouri 64141
Trustee for:
Toledo Clinic, Inc. Master Trust
fbo Thomas Abowd $ 54,802.95
Total as of January 1, 1994 $55,460,781.70
Exhibit 3(b)
THE ANDERSONS
PARTNERSHIP AGREEMENT
AGREEMENT made with an effective date of January 1,
1994, among all those parties listed in Schedule A attached
hereto as the General Partner and as Limited Partners,
respectively.
Some of the parties have been engaged as partners
under the firm name of "The Andersons," a partnership
originally formed on January 30, 1937, by DAVID ANDERSON,
HAROLD ANDERSON and MARGARET ANDERSON under the name of
ANDERSON ELEVATOR COMPANY, which has been amended from time
to time.
In consideration of the mutual promises herein
contained, the parties agree to the following articles of
partnership:
Purposes FIRST: The parties agree to and do continue the
business known as "The Andersons" heretofore existing among
certain of the present partners, hereby assuming the assets
and acknowledging liability for all the obligations of the
predecessor partnership, both as a partnership and
individually in the capacities stated herein. This
Partnership has the following purposes:
To erect, purchase, lease or otherwise acquire, hold
and operate a plant or plants for the conduct of a general
grain elevator business consisting of buying, selling,
handling, conditioning and grinding grain of all kinds; to
lease grain elevator plants owned by the Partnership; to
purchase, lease or otherwise acquire and hold farm lands;
to raise, produce, buy, sell and deal in farm, nursery and
forest products; to manufacture and sell steel equipment;
to process corn cobs; to manufacture and sell feed and
fertilizer; to purchase, acquire, sell, mortgage, lease or
otherwise deal in and dispose of real and personal property
of every class and description incidental to the grain
elevator, retail store, steel manufacturing, corn cob
processing, feed, fertilizer, seed, chemical, nursery and
farm businesses; to issue securities; to borrow money for
long or short terms; to take such action as may be either
necessary or incidental to the accomplishment of the
foregoing purposes; and to operate, invest or otherwise
engage in any other business as determined appropriate by
the General Partner.
Name and SECOND: The name under which the business of said
Place of Partnership shall be conducted is "The Andersons" and its
Business principal place of business is located at 480 West
Dussel Drive (changed from 1200 Dussel Drive by the U.S.
Postal Department), Maumee, Lucas County, Ohio.
Establishment THIRD: (A) The General Partner of the Partnership
of Duties and is that entity listed under the heading "General Partner"
Voting in Schedule A attached hereto. The General Partner alone
shall control and manage the business of the Partnership.
The General Partner may admit such additional Limited
Partners and may issue such additional partnership
interests as it in its sole discretion determines
appropriate; provided, however, that:
1. No partner's capital account may exceed five
percent (5%) of total partners' capital without the
affirmative vote or written consent of the holders of two-
thirds (2/3) of the total capital of the Partnership as to
each and every purchase exceeding said five percent (5%);
and
2. Partners who are not (a) (i) lineal descendants
of Harold and Margaret M. Anderson, or (ii) adopted by such
lineal descendants, or (iii) the spouses of such lineal
descendants or those so adopted; or (iv) trusts for the
benefit of any such lineal descendants or those so adopted;
or who are not (b) employees of the General Partner; or (c)
former employees of the General Partner or the Partnership,
shall not acquire, in the aggregate, more than twenty
percent (20%) of total partners' capital without the
affirmative vote or written consent of the holders of two-
thirds (2/3) of the total capital of the Partnership as to
each and every purchase exceeding said twenty percent
(20%).
3. Notwithstanding Article Third (A) 1 and 2 above,
no vote or consent shall be required in the event of any
change in ownership percentages as a result of the
withdrawal or death of a partner.
The General Partner shall have no authority to do any
of the following except with the written consent of or
ratification by all of the Limited Partners:
1. Do any act in contravention of this Partnership
Agreement;
2. Do any act which would make it impossible to
carry on the ordinary business of the
Partnership;
3. Confess a Judgment against the Partnership;
4. Possess Partnership property, or assign its
rights in specific Partnership property, for
other than a Partnership purpose;
5. Admit another General Partner; and,
6. Sell or otherwise dispose of all or
substantially all of the Partnership's assets.
The General Partner is hereby authorized to adopt
such policies and procedures as are appropriate to the
fulfillment of its accountabilities.
(B) The Limited Partners are those individuals and
trusts listed under the heading "Limited Partners" in
Schedule A attached hereto.
The Limited Partners shall have the same rights as
the General Partner to:
1. Have the Partnership books kept at the
principal place of business of the Partnership,
and at all times to inspect and copy any of
them;
2. Have on demand true and full information of all
things affecting the Partnership, and a formal
account of Partnership affairs whenever
circumstances render it just and reasonable;
3. Have a dissolution and winding up by decree of
court.
Voting by the Limited Partners on all matters upon
which they are entitled to vote shall be on the basis of
one vote per partner except for voting upon the ownership
of partnership interests in excess of five percent (5%) and
twenty percent (20%), respectively, as provided in Article
Third, Section (A) 1 and 2, which voting shall be on the
basis of the Limited Partner's pro rata investment in the
Partnership.
Capital FOURTH: The capital accounts of the partners shall
Accounts be those amounts which appear on the books of the
Partnership as reflected in Schedule A attached hereto.
Keeping of FIFTH: The Partnership shall maintain accurate and
Books of correct books of account of all the business and
Account transactions of the Partnership, to which the General
Partner and each of the Limited Partners shall have access
and right of examination at all reasonable times. Such
books shall be written up and balanced at the end of each
calendar year.
Allocation of SIXTH: For the year 1994 and subsequent years, the
Profits and net profits and the net losses of the Partnership shall be
Losses-- allocated among the partners as stated below:
Charitable
Contributions (1) The net profits and losses (including profits
and losses from the sale of capital assets) shall be
allocated among the General and Limited Partners pro rata
on the basis of the capital account of each partner. The
capital account will be weighted, for net profit and loss
allocation purposes, to reflect the number of days in the
calendar year that the partner is a partner in the
Partnership. The General Partner shall receive
compensation for its services and reimbursement for its
expenses in such amounts as shall be determined by a
management contract between the General Partner and the
Partnership; and payments to the General Partner under the
management contract shall be deducted in determining net
profits and losses.
(2) In December of each year, the General Partner
shall estimate the net profits of the Partnership for the
calendar year and shall determine a specific dollar amount
of such net profits which shall be contributed for
charitable and civic purposes. The Partnership shall make
contributions in such amount which, together with all
contributions previously made in that year by the
Partnership, shall equal this specific dollar amount of
charitable contributions. Partnership contributions may be
made in cash or property or by the sale of property at or
less than the fair market value; and the value of such
Partnership contributions shall be divided in the same
manner as net profits and losses are allocated among the
partners.
Dissolution SEVENTH: The Partnership shall continue in force
until dissolved by the written agreement of the General
Partner and all the Limited Partners or until the
withdrawal, transfer of interest, dissolution, bankruptcy
or appointment of a receiver of the General Partner or the
transfer of interest of any Limited Partner. In the event
of dissolution of the Partnership as defined herein, all
partners, within ninety (90) days after the event of
dissolution, may agree in writing to continue the business
of the Partnership and to the appointment of one or more
additional general partners if necessary or desired. In
the event that the business of the Partnership is carried
on, the new partnership shall have the right to carry on
the business under the same name. In the event of
dissolution of the Partnership and a decision by some of
the partners to form a new partnership, the capital account
of any General or Limited Partner who does not become a
member of the new partnership shall be treated as if said
person or persons had caused the dissolution.
Any partner may withdraw at will, but the withdrawal
of a Limited Partner shall not cause a dissolution of the
Partnership. Likewise, the death of a Limited Partner
shall not cause a dissolution of the Partnership.
In the event of the death or withdrawal of a Limited
Partner or in the event of dissolution and formation of a
new partnership, the Partnership, including any successor
partnership, will continue to allocate profits and losses
to the capital account of any partner who has died,
withdrawn, caused the dissolution, or ceased to become a
member of the new partnership, in the same manner as
allocations to all other capital accounts until payment of
the capital account has been made. Payment of the capital
account shall be made no later than the end of the calendar
year of the fifth anniversary of the date of death,
withdrawal, dissolution of the Partnership or ceasing to
become a member of the new partnership and the amount paid
shall be equal to the balance of the capital account at the
time of payment. The Partnership, including any successor
partnership, as an alternative, and at the option of the
General Partner, may pay to the partner who has died,
withdrawn, caused the dissolution of the Partnership or who
has not become a member of the new partnership formed after
dissolution, an amount equal to such partner's capital
account as shown on the Partnership books as of the date of
death, withdrawal, dissolution, or ceasing to become a
member of the new partnership, adjusted by the allocated
share of such partner in the net profits, losses and
contributions for that portion of the year prior to such
date. The allocated share of the net profits, losses and
contributions of the former partner shall be determined by
reference to the net profits, losses and contributions for
the full calendar year in which the death, withdrawal,
event of dissolution, or ceasing to become a member of the
new partnership takes place and by allocating the share of
the partner in accordance with the ratio of the number of
days from January 1 through the date of death, withdrawal,
event of dissolution, or ceasing to become a member of the
new partnership to the number of days in such calendar
year. No allowance shall be made for good will, trade name
or other intangible assets, except as such assets have been
reflected on the Partnership books immediately prior to the
date of payment.
Payment of a capital account under the alternative
method described in the immediately preceding paragraph
shall be made no later than the end of the calendar year of
the fifth anniversary of the date of death, withdrawal,
dissolution of the Partnership, or ceasing to become a
member of the new partnership, with interest on the unpaid
balance payable annually. The interest rate shall be
determined by the General Partner and shall be not less
than six percent (6%) nor more than two percent (2%) over
the then prime rate of Citibank, N.A. The interest rate
will be established initially and may remain the same
throughout the period of payment or may be changed
annually, as the General Partner shall elect.
In the event all partners choose to voluntarily
dissolve the Partnership and not form a new partnership or
in the event the partners do not choose to form a new
partnership after any other dissolution, all partners shall
continue to share profits and losses during the period
after dissolution in the same manner as before dissolution.
Any gain or loss on disposition of Partnership property
after dissolution shall be credited or charged to the
partners in the same manner and in the same proportion as
ordinary profits and losses are credited or charged.
In the event of an election to form a new partnership
after a dissolution as herein provided, this Partnership
Agreement shall become the partnership agreement of that
successor partnership, modified to the extent that the
dissolution has affected the membership and the capital
accounts in accordance with this Agreement. This provision
shall in no manner limit the right of any partner to
withdraw nor shall it limit the right of all partners of
the successor partnership to agree to a different
partnership agreement.
Waiver of EIGHTH: The parties hereby waive the provisions of
Appraisal Chapter 1779 of the Ohio Revised Code, or any similar
provisions hereafter enacted, which require an application
to the Probate Court of the county in which the Partnership
is located for an inventory and appraisal of the
Partnership assets upon the death of a partner and the
filing of any such inventory or appraisal, the furnishing
of any bond by the surviving partner or partners for the
payment of Partnership debts and liabilities and the
performance of Partnership contracts, and the appointment
of a receiver if the surviving partner or partners refuse
to purchase the interest of a deceased partner.
The parties hereby also waive the provisions of
Section 1782.16 of the Ohio Revised Code, or any similar
provisions hereafter enacted, which require the delivery or
mailing of a file-stamped copy of the certificate of
limited partnership to each limited partner. Any partner
shall be provided a file-stamped copy upon request.
Parties NINTH: This Agreement shall be binding upon the
Bound parties hereto and their respective heirs, successors,
assigns and personal representatives.
Liability of TENTH: The Limited Partners shall be liable for
Limited Partnership obligations only to the extent of their capital
Partner accounts. Without limiting the foregoing, neither Society
National Bank nor The Huntington National Bank shall be
individually liable for any obligations incurred by the
Partnership, and only the trust property held by them under
the trusts listed in Schedule A shall be liable for such
obligations. Every contract, note or obligation of the
Partnership which contains a reference to Society National
Bank nor The Huntington National Bank as a partner shall
include a provision to the effect that neither Society Bank
& Trust nor The Huntington National Bank shall be
individually liable and that only the above described trust
property shall be liable.
Power of ELEVENTH: Each of the Limited Partners, by their
Attorney execution hereof, jointly and severally hereby irrevocably
constitute and appoint the General Partner, with full power
of substitution, their true and lawful attorney-in-fact in
their name, place and stead, to make, execute, sign,
acknowledge, record and file on behalf of them and on
behalf of the Partnership the following:
1. A Certificate of Limited Partnership, a
Certificate of Doing Business Under an Assumed Name,
amendments thereto consistent with the provisions of this
Partnership Agreement, and any other certificates or
instruments and amendments thereto which are consistent
with the provisions of this Partnership Agreement and which
may be required to be filed by the Partnership or the
partners under the laws of Ohio or any other jurisdiction
whose laws may be applicable;
2. A Certificate of Cancellation of the
Partnership and such other instruments or documents as may
be deemed necessary or desirable by the General Partner
upon the termination of the Partnership business as
provided herein; and
3. Any and all such other instruments as may be
deemed necessary or desirable by the General Partner to
carry out fully the provisions of The Andersons Partnership
Agreement in accordance with its terms.
IN WITNESS WHEREOF, duly authorized officers of The Andersons Management
Corp., General Partner, have executed this Agreement as of the effective date
stated herein for the General Partner and on behalf of each of the Limited
Partners listed in Schedule A, pursuant to Power of Attorney authorizing the
General Partner to sign on behalf of each Limited Partner.
THE ANDERSONS MANAGEMENT CORP.
for the General Partner:
By:
Richard P. Anderson, President
By:
Beverly J. McBride, Secretary
THE ANDERSONS MANAGEMENT CORP.,
Attorney-in-Fact for Each Limited Partner:
By:
Thomas H. Anderson, Chairman
By:
Gary L. Smith, Treasurer
Exhibit 4(b)(i)
THE ANDERSONS
AND
THE FIFTH THIRD BANK OF NORTHWESTERN OHIO, N.A.,
Trustee.
__________________
THIRTEENTH SUPPLEMENTAL INDENTURE
dated as of January 1, 1994
Supplementing Indenture Dated as of October 1, 1985
__________________
Debentures
Due Five Years or Ten Years
from Original Issue Date
<PAGE>
THIS THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of January 1,
1994, between The Andersons, an Ohio limited partnership having its principal
office at 480 W. Dussel Drive, City of Maumee, Lucas County, Ohio (hereinafter
called the "Partnership"), and The Fifth Third Bank of Northwestern Ohio,
N.A., a national banking association organized and existing under the laws of
the United States of America (hereinafter called the "Trustee");
W I T N E S E T H
WHEREAS, the Partnership has heretofore executed and delivered to
the Trustee a certain indenture dated as of October 1, 1985 (hereinafter
called the "Indenture"), providing for the issuance of debentures (hereinafter
called the "Debentures") as therein provided; and
WHEREAS, the Partnership has heretofore executed and delivered to
the Trustee an Eleventh and Twelfth Supplemental Indenture dated as of January
1, 1993 and May 5, 1993 respectively; and
WHEREAS, at the time of the execution of the Eleventh and Twelfth
Supplemental Indentures, the Partnership had been formed and existed under a
Partnership Agreement dated as of January 1, 1993; and
WHEREAS, the Partnership dated as of January 1, 1993, is still in
existence; and
WHEREAS, a new Partnership Agreement of the Partnership dated as of
January 1, 1994, has been duly executed as successor to the Partnership
effective as of January 1, 1993, which execution resulted in the formation of
a new, successor Partnership and a transfer thereto of the Partnership's
property and assets substantially as an entirety for purposes of Sections 801
and 802 of the Indenture; and
WHEREAS, the Partnership and the Trustee may enter into
supplemental indentures to the Indenture without the consent of the holders
of Debentures, pursuant to Section 901(3) of the Indenture, to evidence the
succession of another partnership to the Partnership and the assumption by any
such successor of the covenants of the Partnership contained in the Indenture
and the Debentures; and
WHEREAS, giving effect to the execution of the above-referenced
Partnership Agreement as of January 1, 1993, no Event of Default, as defined
in Section 501 of the Indenture, and no event which after notice or lapse of
time, or both, would become an Event of Default, has happened or is
continuing; and
WHEREAS, the Partnership has delivered to the Trustee a General
Partner's Certificate and an Opinion of Counsel, each stating that the
transfer of the Partnership's properties and assets substantially as an
entirety from the Partnership, as formed under the Partnership Agreement dated
as of January 1, 1993, to the Partnership, as formed under the Partnership
Agreement dated as of January 1, 1994, and this Thirteenth Supplemental
Indenture comply with Article Eight of the Indenture and that all conditions
precedent therein provided for relating to such transfer and change in
interest rates have been complied with; and
WHEREAS, the Partnership has been authorized by its Partnership
Agreement to enter into this Thirteenth Supplemental Indenture in accordance
with Section 901 of the Indenture;
NOW, THEREFORE,
The Partnership, as formed under the Partnership Agreement dated
as of January 1, 1994, hereby expressly assumes the due and punctual payment
of the principal of, including each installment thereof (and premium, if any),
and interest on all the Debentures and the performance of every covenant of
the Indenture on the part of the Partnership to be performed or observed; and
Pursuant to Section 802 of the Indenture, the Partnership, as
formed under the Partnership Agreement dated as of January 1, 1994, hereby
succeeds to, and is substituted for, and may exercise every right and power
of the Partnership, and all successors, under the Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Thirteenth
Supplemental Indenture to be duly executed as of the day and year first above
written.
THE FIFTH THIRD BANK OF THE ANDERSONS, an Ohio limited
NORTHWESTERN OHIO, N.A. partnership
By: By: THE ANDERSONS MANAGEMENT CORP.,
James P. Silk an Ohio corporation, sole general
Executive Vice President partner of The Andersons
[Corporate Seal] By:
Richard P. Anderson
President and Chief
Attest: Executive Officer
By:
James A. Foote Gary Smith
Trust Operations Officer Treasurer
STATE OF OHIO )
COUNTY OF LUCAS) SS:
Before me, a Notary Public, in and for said county and state,
personally appeared Richard P. Anderson and Gary Smith, President and Chief
Executive Officer and Treasurer, respectively, of The Andersons Management
Corp., an Ohio corporation, who acknowledged that said corporation is the sole
general partner of The Andersons, an Ohio limited partnership, and they being
thereunto duly authorized, did sign the foregoing instrument in behalf of said
corporation and by authority of its board of directors in behalf of the
partnership and that the same is the free act and deed of said officers and
of said corporation and partnership.
In Testimony Whereof, I have hereunto set my hand and official
seal at Maumee, Ohio this day of , 1994.
Notary Public
My Commission Expires:
[Notarial Seal]
STATE OF OHIO )
COUNTY OF LUCAS) SS:
On the _____ day of , 1994, before me personally
came James P. Silk, Executive Vice President, and James A. Foote, Trust
Operations Officer, to me known, who, being by me duly sworn, did depose and
say that they are Trust Officers of THE FIFTH THIRD BANK OF NORTHWESTERN OHIO,
N.A., a bank organized under the laws of the United States of America,
described in and which executed the foregoing instrument; that they know the
seal of said corporation; that the seal affixed to said instrument is such
corporation seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that they signed their names hereto by like
authority.
Notary Public
My Commission Expires:
[Notarial Seal]
Exhibit 22
SUBSIDIARIES OF THE ANDERSONS
Subsidiary State of Organization
The Andersons White Pigeon Terminal Ohio
(a limited partnership of which The
Andersons is the sole general partner)
Andersons Grand River (a joint venture Michigan
partnership in dissolution)
The Andersons Investment Services Corp. Ohio
(a corporation owned 100% by The Andersons)
The Andersons and Toledo Tire - Tireman Ohio
Auto Centers (a joint venture partnership)
Fischer-Andersons, Inc., dba Jones Wheel Horse Ohio
Exhibit 24(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-51860) pertaining to the Employee Bond Purchase Plan of The
Andersons of our report dated February 7, 1994, with respect to the
consolidated financial statements and schedules of The Andersons included in
the Annual Report (Form 10-K) for the year ended December 31, 1993.
/s/ Ernst & Young
ERNST & YOUNG
Toledo, Ohio
March 29, 1994
