As filed with the Securities and Exchange Commission on May 21, 1996
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________________
THE ANDERSONS, INC.
(Exact name of registrant as specified in its charter)
Ohio
(State or other jurisdiction
of incorporation or organization)
5150
(Primary Standard Industrial
Classification Code Number)
34-1562374
(I.R.S. employer
identification number)
480 West Dussel Drive
Maumee, Ohio 43537
(419) 893-5050
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
______________________
Beverly J. McBride
The Andersons Management Corp.
480 West Dussel Drive
Maumee, Ohio 43537
(419) 893-5050
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
______________________
Approximate date of commencement of proposed sale of the securities to
the public: From time to time after the effective date of the registration
statement.
If the securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Unit Offering Price Fee
7.7% Ten-Year
Debentures $5,000,000 100% $5,000,000 $1,724
7.0% Five-Year
Debentures 5,000,000 100% $5,000,000 $1,724
Total $10,000,000 $3,448
(1) Estimated solely for purpose of computing the registration fee pursuant to
Rule 457(f) under the Securities Act of 1933, as amended.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MAY 21, 1996
THE ANDERSONS, INC.
_________________________
PROSPECTUS
_________________________
$5,000,000 7.7 % Ten-Year Debentures
$5,000,000 7.0 % Five-Year Debentures
SUBJECT TO A $1,000 MINIMUM PRINCIPAL AMOUNT REQUIREMENT
Interest will be payable to the registered holder annually on each
anniversary of the original issue date of a Debenture. Interest will begin to
accrue at the original issue date of a Debenture, which is the first day of the
month following the month in which payment for the Debenture is received by The
Andersons, Inc. The Debenture may be redeemed in whole or in part, without
premium, at any time upon payment of principal and accrued interest. No
sinking fund will be provided for the Debentures which will be unsecured
obligations of the Company. Except for the rate of interest and years to
maturity, the terms and conditions of the Debentures are identical. See
"Description of Debentures."
The Debentures will not be listed on any national securities exchange.
The Company does not expect an over-the-counter market to develop for the
Debentures.
Investors should carefully consider the factors set forth under the
caption "Certain Risk Factors," beginning on page 4 hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
____________________
Underwriting Discounts Proceeds to Company (1)
Price to Public and Commissions Maximum Minimum
Per Debenture 100% None 100% None
Total $10,000,000 None $10,000,000 None
____________
(1) Before deduction of expenses payable by the Company, estimated at $25,448.
The Debentures are offered on a continuous basis direct by the Company
and no minimum principal amount of Debentures will be required for the offering
to become effective. No commissions or remuneration will be paid for any
selling activities hereunder. Subscriptions or inquiries should be directed to
the principal administrative offices of The Andersons, Inc., as follows:
THE ANDERSONS, INC.
Corporate Treasurer
480 West Dussel Drive
Maumee, Ohio 43537
(419) 893-5050
The date of this Prospectus is May 21, 1996.
AVAILABLE INFORMATION
The Anderson, Inc. and its predecessors have been and are currently
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). In accordance therewith, the Company
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "SEC"). Such reports, proxy statements, and other
information can be inspected and copied at the offices of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the regional offices of the SEC at
75 Park Place, New York, New York 10007 and Northwestern Atrium Center, 500 W.
Madison Street, Suite 1400, Chicago, Illinois 60661, and copies of such
material can be obtained from the Public Reference Section at the principal
office of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
The Company has filed with the SEC, 450 Fifth Street, N.W., Washington,
D.C. 20549, a Registration Statement under the Securities Act of 1933, as
amended, with respect to the securities offered hereby. This Prospectus does
not contain all t he information set forth in the Registration Statement,
certain items of which are contained in schedules and exhibits to the
Registration Statement as permitted by the rules and regulations of the SEC.
For further information, reference is hereby made to the Registration
Statement, including the exhibits filed as a part thereof, which may be
obtained from the Commission upon payment of the fees prescribed by the
Commission.
The Company will furnish holders of the Debentures offered hereby, upon
request, with its annual report to shareholders containing consolidated
financial statements audited by an independent public accounting firm.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December
31, 1995 which has been filed by the Company with the SEC, is incorporated
herein by reference.
All documents filed by the Company with the SEC pursuant to Section
13(a), 13(c), 15 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Debentures shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained herein or
in a document incorporated or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any document incorporated by reference in this Prospectus, other than exhibits
to any such document not specifically described above. Requests for such
documents should be directed to The Andersons, Inc., 480 West Dussel Drive,
Maumee, Ohio 43537, Attention: Corporate Treasurer (Telephone Number (419)891-
6417).
SUMMARY
The following summary is qualified in its entirety by the detailed
information and financial statements and notes thereto appearing elsewhere or
incorporated by reference in this Prospectus.
THE COMPANY
The Andersons, Inc. is engaged primarily in agriculture and retail with
several smaller businesses. The Agriculture Group includes grain
merchandising, the operation of terminal grain elevator facilities and
distribution of agricultural fertilizer. The Retail Group includes the
operation of six General Stores and a distribution center. The Business
Development Group includes production and distribution of lawn fertilizer and
corn cob products, railcar leasing and repair, as well as several smaller
businesses. Together with its predecessor partnerships ("The Andersons"), the
Company has been in existence since 1947 and has offered debentures under
similar terms to this offering for many years. The principal administrative
office s of the Company are located at 480 West Dussel Drive, Maumee, Ohio
43537. The general telephone number is (419) 893-5050.
On January 2, 1996, The Andersons (the partnership) merged with and
into its corporate general partner, whose name was changed to The Andersons,
Inc. Common shares were issued to former partners and the Company was listed
on the Nasdaq National Market, where trading began on February 20, 1996. This
listing provided the Company's equity holders a market valuation for their
interest and the potential for increased liquidity. In addition, it provided
the Company with the ability to access equity markets in the future, the
ability to use its own common shares as acquisition currency, greater
opportunity to provide performance compensation to its key employees and
increased employee ownership.
THE OFFERING
Securities *$5,000,000 principal amount 7.7 % Ten-Year Debentures.
*$5,000,000 principal amount 7.0 % Five-Year Debentures.
*Offered directly by the Company. Subject to a $1,000
minimum principal amount requirement.
Redemption *Redeemable at maturity or at the option of the Company
for principal plus accrued interest.
Use of Proceeds *Add to working capital and general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
Three months
ended March 31 Year ended December 31
1996 1995 1995 1994 1993 1992 1991
Ratio of earnings
to fixed charges 1.66 1.54 1.62 2.42 2.29 2.14 1.47
SUMMARY FINANCIAL INFORMATION
(In thousands)
Three months
ended March 31 Year ended December 31
1996 1995 1995 1994 1993
Sales and merchandising
revenues $256,115 $206,700 $1,092,410 $968,880 $796,471
Income from operations $3,446 $1,992 $10,188 $15,171 $11,080
Net income (a) $1,269 $1,198 $6,273 $9,285 $6,986
As of March 31 As of December 31
1996 1995 1995 1994 1993
Working Capital $62,704 $57,719 $58,897 $57,623 $47,795
Total Assets $469,441 $365,539 $455,518 $344,809 $360,586
Total long-term debt
and other long-
term obligations $80,385 $72,793 $77,743 $74,277 $55,817
Shareholders' equity $68,741 $66,639 $67,260 $64,870 $56,256
(a) Prior to January 2, 1996, the majority of operations were conducted in a
partnership form and therefore the operating results were included in the tax
returns of the partners. Income tax expenses for earnings in the corporate
form were not material. Net income, as presented herein, for the three months
ended March 31, 1995 and the years ended December 31, 1995, 1994, and 1993
include a pro forma provision for income taxes.
CERTAIN RISK FACTORS
Prospective purchasers should consider carefully, in addition
to the other information contained in this Prospectus, the following factors
before purchasing the Debentures offered hereby.
Seasonality; Weather Conditions
The Company operates in three primary segments; Agriculture,
Retail and the Business Development Group. The Agriculture Group is the
largest segment and its success is highly dependent on the weather in the
eastern corn belt (Ohio, Michigan, Indiana and Illinois), primarily during the
spring planting season through the summer (wheat) and fall (corn and soybean)
harvests. The Group is a merchandiser of grain and a supplier of agricultural
inputs and services.
The Retail Group's business is also highly seasonal with a
majority of sales generated in the fourth quarter, during the holiday season.
The Business Development Group consists of several smaller businesses, the
largest of which is l awn products. This business manufactures and distributes
lawn fertilizer for home and professional use and is highly seasonal with the
majority of its sales occurring in the first and second quarter. Poor weather
conditions during the spring adversely affect consumer purchases of do-it-
yourself lawn care products.
Agribusiness Industry
The recently enacted U. S. Government 1996 Farm Bill removes
government-sponsored price supports and acreage set-asides over the next seven
years and should result in more acres planted, however, the U.S. Government
farm program is subject to change from time to time. The Company's position as
a merchandiser of grain and supplier of agricultural inputs and services may
allow it to benefit if additional acres are planted and additional bushels are
harvested, however, there are no guarantees of additional bushels to handle or
that further changes will not be made to the U.S. farm program.
The Company hedges its grain inventories and contracts in order
to limit its exposure to changing prices. This hedging program includes the
sale of futures contracts on the Chicago Board of Trade and requires the
Company to maintain significant short-term lines of credit with several banks.
In addition to the effect of weather conditions on the
Agriculture Group, the industry is currently experiencing unusual price levels
in the grain commodity markets. This has resulted from several factors
including lower than average 1995 yields and an increase in export demand
resulting in expectations of the lowest carryover stocks in twenty years.
This, coupled with poor weather conditions in the 1995 and 1996 planting
seasons and a poor 1996 U. S. wheat crop, have driven prices to record levels.
The Company monitors current market conditions and may expand or reduce the
purchasing program in response to changes in those conditions. In addition,
the Company reviews its purchase contracts and the parties to those contracts
for delivery risk and provides appropriate reserves for potential defaults and
non-delivery. See "Legal Proceedings."
Absence of Public Market for Debentures
There is no existing trading market for the Debentures and the
Company does not expect one to develop. There is, therefore, no assurance that
a holder desiring to sell would be able to find a willing buyer or at what
price that buyer would be willing to purchase the Debenture.
Subordinated Obligations; Additional Leverage not Restricted
The Company's obligations under the Indenture are subordinate
and junior in right of payment to all senior indebtedness of the Company. The
Debentures are of equal rank with other debenture bonds of the Company due
through 2004 at interest rates ranging from 6.5% to 10%. In addition, the
Indenture does not limit the Company's ability to incur additional indebtedness
or issue other securities which would be senior to the Debentures.
Call Feature of the Debentures
The Debentures are redeemable at maturity by the holder for
principal plus accrued interest. The Company has the option to call the
Debentures at any time, paying principal plus interest at the date that they
are called. A holder of the Debentures has no such option.
LEGAL PROCEEDINGS
The Company's Agriculture segment utilzes grain contracts with producers
to originate a portion of its grain purchases. Some producers have, in fact,
defaulted or threatened default, arguing that certain of their contracts are
unenforceable. The Company believes that this is due, in large part, to
unprecedented cash market price volatility. The Company currently is engaged
in litigation with several defaulting producers, including one purported class
action wherein enforceability of the delivery obligation under the grain
contract has been raised as a defense. The Company believes its grain contracts
are enforceable obligations and intends to pursue vigorously their
enforceability. The Company believes that it has material defenses to these
lawsuits and that they will not have a material adverse effect on the Company.
USE OF PROCEEDS
The offering is not underwritten and no assurance can be given
as to the amount of proceeds that may be realized by the Company from this
offering or when any such proceeds may be received. The net proceeds from the
sale of the Debentures will be added to working capital and used for general
Corporate purposes with the payment of current maturities of long-term debt as
the first priority and funding of capital expenditures as the second priority.
The offering is not conditioned upon the sale of any minimum amount of
Debentures.
CAPITALIZATION
The following table sets forth the consolidated capitalization
of the Company in thousands, as of March 31, 1996. No effect has been given in
the table below to the receipt of any proceeds from the offering described
herein, since the amount of proceeds and when the proceeds will be received is
uncertain.
Long-term debt:
Notes payable $ 44,611
Debenture bonds 15,504
Industrial development revenue bonds 12,352
Other 516
Total long-term debt $ 72,983
Minority interest $ 884
Shareholders' equity:
Common shares $ 84
Additional paid-in capital 66,659
Retained earnings 1,998
Total shareholders' equity $ 68,741
Total capitalization $ 142,608
See Notes 6, 7, 8, 9 and 11 to the Consolidated Financial
Statements for additional information as to the lines of credit, long-term
debt, owners' equity, leases and commitments of the Company.
DESCRIPTION OF DEBENTURES
The Debentures offered hereby are to be issued under an
Indenture, dated as of October 1, 1985, as supplemented by a Fifteenth
Supplemental Indenture, dated as of January 2, 1996, between the Company
(previous Supplemental Indentures were with the Partnership) and Fifth Third
Bank, as Trustee (the "Trustee"). Under the Fifteenth Supplemental Indenture
the current successor Company assumed all Partnership obligations under the
Indenture, including the payment of principal and interest on the previously
issued debentures. Except for the rate of interest and years to maturity, the
terms and conditions of the Debentures, including all debentures previously
issued under the Indenture, are identical. The following summaries of certain
provisions of the Indenture are not complete definitions and are subject to and
qualified by reference to all the provisions of and definitions in the
Indenture, a copy of which is filed as an exhibit to the Registration
Statement. Wherever particular Sections of defined terms of the Indenture are
referred to, it is intended that such Sections or defined terms shall be
incorporated herein by reference.
General
The Debentures are not limited in principal amount by the
Indenture either in the aggregate or as to any series. The Debentures will be
unsecured direct obligations of the Company and any successor entities. In
this connection, the Indenture provides that the Company shall not consolidate
with or merge into any other corporation or convey or transfer its properties
and assets substantially as an entirety to any corporation or other entity or
person, unless the successor expressly assumes, by a supplemental indenture,
the due and punctual payment of the principal of, and interest on, all
outstanding debentures issued under the Indenture, including the Debentures.
Due and punctual payments of principal and interest were assumed by the Company
on all of the outstanding debentures of the Partnership as part of the
Fifteenth Supplemental Indenture and the merger.
Although it has no present plans, understandings or
arrangements, the Company may in the future, in order to meet capital
requirements, issue unsecured debt, which by its terms would be senior to the
Debentures. Upon any insolvency o r bankruptcy proceedings, or any other
receivership, liquidation, reorganization or similar proceedings, the holders
of any such senior debt, or of any secured debt of the Company would be
entitled to receive payment in full before the holders of the Debentures are
entitled to receive any payment of principal or interest on the Debentures.
The Indenture contains no restriction against the issuance by the Company of
additional indebtedness, including unsecured debt senior to the Debentures, or
secured debt. The Debentures are of equal rank with other debenture bonds of
the Company due through 2004 at interest rates ranging from 6.5% to 10%. See
Note 7 of the Notes to the Consolidated Financial Statements with respect to
the Company's secured borrowings.
The Indenture contains no minimum working capital, current
ratio or other such requirements, or any protective provisions in the event of
a highly leveraged transaction. No such transactions are contemplated.
The Debentures will be issued as of the first of the month next
following the month in which payment for the Debentures is received by the
Company. The Debentures offered hereby will be due five years or ten years
from their Original Issue Date, subject to the right of the Company to redeem
the Debentures at any time by payment of the principal amount plus accrued
interest to the date of redemption (Section 1101) and will bear interest at the
rate per annum shown on the front cover of this Prospectus, payable annually,
commencing one year from their Original Issue Date, to the holder of record at
the close of business on the fifteenth day next preceding the Interest Payment
Date. (Section 301.) Principal and interest will be payable, and the
Debentures will be transferable, at the office of the Trustee, Corporate Trust
Services, Mail Drop 1090D2, 38 Fountain Square Plaza, Cincinnati, Ohio, 45263,
provided that any payment of interest or principal may be made at the option of
the Company by check mailed to the address of the person entitled thereto as it
appears on the Debenture Register. (Sections 301 and 307.)
The Debentures will be issued only in fully registered form
without coupons in denominations of $1,000 or any multiple thereof. (Section
302.) No service charge will be made for any transfer or exchange of
Debentures, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. (Section
305.)
Debentures may be issued in series from time to time upon the
written order of the Company in such aggregate principal amount as is
authorized by the Board of Directors of the Company. (Section 311.) The
Debentures do not provide for any sinking fund. As of March 31, 1996, there
were outstanding Debentures issued by the Partnership and assumed by the
Company in the merger transaction in the total principal amount of $21 million.
Modification and Waiver
Modification and amendment of the Indenture may be made by the
Company and the Trustee with the consent of the holders of 66 2/3 % in
principal amount of the outstanding Debentures, and, in case one or more but
less than all the series o f Debentures issued under the Indenture are so
affected, of at least 66 2/3 % in principal amount of the Debentures of each
series affected thereby consenting as a separate class. No such modification
or amendment may, without the consent of the holder of each Debenture affected
thereby, (a) change the stated maturity date of the principal of, or any
installment of interest on, any Debenture; (b) reduce the principal amount of,
or the interest on, any Debenture; (c) change the place or currency o f payment
of principal or interest on any Debenture; (d) impair the right to institute
suit for the enforcement of any payment on or with respect to any Debenture;
(e) reduce the above-stated percentage of holders of Debentures necessary to
modify or amend the Indenture; or (f) modify the foregoing requirements or
reduce the percentage of outstanding Debentures necessary to waive any past
default to less than a majority. The holders of 66 % in principal amount of
the outstanding Debentures ma y waive compliance by the Company with certain
restrictions. (Sections 902 and 1006.)
Events of Default
The following will be events of default: (a) failure to pay
principal when due; (b) failure to pay any interest when due, continued for 30
days; (c) failure to perform any other covenant of the Company, continued for
60 days after written notice; and (d) certain events in bankruptcy, insolvency
or reorganization. The Trustee may withhold notice to the holders of
Debentures of any default (except in the payment of principal or interest) on
the Debentures if it considers such withholding to be in the interests of the
holders. (Section 501 and 602.)
If a default shall happen and be continuing, either the Trustee
or the holders of at least 25% in principal amount of the Debentures may
accelerate the maturity of all outstanding Debentures, and prior to
acceleration of maturity of t he Debentures, the holders of a majority in
principal amount may waive any past interest. The holders of a majority in
principal amount of the outstanding Debentures may waive a default resulting in
acceleration of the Debentures, but only if all de faults have been remedied
and all payments due (other than by acceleration) have been made. (Sections
502 and 513.)
Each holder of a Debenture has the unconditional right to
receive the payment of principal and interest when due and to institute suit
for the enforcement of such payment. (Section 508.)
The Trustee
Subject to provisions relating to its duties in the case of
default, the Trustee is under no obligation to exercise any of its rights or
powers under the Indenture at the request, order or direction of any holders,
unless such holders have offered to the Trustee reasonable indemnity. (Section
603.) Subject to such provisions for indemnification, the holders of a
majority in principal amount of the outstanding Debentures will be entitled to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or of exercising any trust or power conferred upon
the Trustee. (Section 512.)
The Company is required to furnish to the Trustee annually a
statement as to performance or fulfillment of covenants, agreements or
conditions in the Indenture and as to the absence of default. (Section 1004.)
PLAN OF DISTRIBUTION
This offering of Debentures is not underwritten. There can be
no assurance that any minimum amount of Debentures will be sold pursuant to the
offering contemplated hereby. The Debentures are being sold by the Company for
its own account and no commissions or remuneration will be paid for any selling
activities in connection with the sale of the Debentures contemplated hereby.
LEGAL OPINIONS
The legality of the Debentures offered hereby and matters with
respect to Ohio law have been passed on by Beverly J. McBride, Esq., General
Counsel and Corporate Secretary of the Company. Beverly J. McBride holds
38,001 common shares of the Company as well as options to purchase an
additional 2,910 common shares.
EXPERTS
The consolidated financial statements of The Andersons, Inc. at
January 2, 1996, December 31, 1995 and December 31, 1994 and for each of the
three years in the period ended December 31, 1995, incorporated in this
Prospectus by reference to the Annual Report on Form 10-K of the Company for
the year ended December 31, 1995, have been audited by Ernst & Young LLP,
independent auditors, in their report thereon and incorporated by reference
therein. Such financial statements are incorporated herein in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
__________________________________________________
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and if given or
made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the Debentures to
which it relates or an offer to or solicitation of any person in any
jurisdiction in which such offer or solicitation is unlawful. Neither the
delivery of this prospectus nor any sale made hereunder shall under any
circumstances imply that information contained herein is correct at any time
subsequent to its date. The Registrant will comply with its obligations under
applicable securities laws to file and deliver any necessary supplement to this
Prospectus.
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution
The following are additional estimated expenses of the offering
described in the Prospectus:
Printing $ 3,000
Accounting fees 5,000
Legal fees 10,000
Blue Sky Qualifications and Expenses 3,000
Securities and Exchange Commission filing fees 3,448
Miscellaneous 1,000
Total $25,448
Item 15. Indemnification of Directors and Officers.
Section 1701.59 of the Ohio General Corporation Law, inter
alia, empowers an Ohio corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right
of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. Similar indemnity is authorized for such person
against expenses (including attorneys' fees) actually and reasonably incurred
in connection with the defense or settlement of any such threatened, pending or
completed action or suit if such person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and provided further that (unless a court of competent
jurisdiction otherwise provides) such person shall not have been adjudged
liable to the corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the shareholders or
disinterested directors or by independent legal counsel in a written opinion
that indemnification is proper because the indemnitee has met the applicable
standard of conduct.
Section 1701.59 further authorizes a corporation to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against any liability asserted against him or her
and incurred in any such capacity, or arising out of his or her status as such,
whether or not the corporation would otherwise have the power to
indemnify him or her under Section 1701.59. The Company maintains policies
insuring its and its subsidiaries' officers and directors against certain
liabilities for actions taken in such capacities, including certain liabilities
under the Securities Act of 1933.
Article IV of the Code of Regulations of the Company provides
for indemnification of the directors and officers of the Company to the full
extent permitted by law, as now in effect or later amended. In addition, the
Code of Regulations provide for indemnification against expenses incurred by a
director or officer to be paid by the Company in advance of the final
disposition of such action, suit or proceeding; provided, however, that if
required by the Ohio General Corporation La w, an advancement of expenses will
be made only upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall be ultimately determined that he or
she is not entitled to be indemnified by the Company. The Code of Regulations
further provide for a contractual cause of action on the part of directors and
officers of the Company with respect to indemnification claims which have not
been paid by the Company.
Article Sixth of the Company's Restated Articles of
Incorporation limits to the fullest extent permitted by the Ohio General
Corporation Law as the same exists or may have been amended, the personal
liability of the Company's director s to the Company or its shareholders for
monetary damages for a breach of their fiduciary duty as directors. Section
1701.59 of the Ohio General Corporation Law currently provides that such
provisions do not eliminate the liability of a director (i) for a breach of the
director's duty of loyalty to the Company or its shareholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 1701.59 of the Ohio General
Corporation Law (relating to the declaration of dividends and purchase or
redemption of shares in violation of the Ohio General Corporation Law); or (iv)
for any transaction from which the director derived an improper personal
benefit.
Item 16. Exhibits.
Exhibit
Number Description
3.1 Articles of Incorporation (Incorporated by reference to Exhibit
3.3 to Registration Statement No. 33-58963).
3.2 Code of Regulations (Incorporated by reference to Exhibit 3.4
to Registration Statement No. 33-58963).
4.1 Form of Indenture dated as of October 1, 1985, between The
Andersons and Ohio Citizens Bank, as Trustee. (Incorporated
by reference to Exhibit 4(a) in Registration Statement No. 33-
819).
4.2 The Fifteenth Supplemental Indenture dated as of January 2,
1996, between The Andersons, Inc. and Fifth Third Bank,
successor Trustee to an Indenture between The Andersons and
Ohio Citizens Bank, dated as of October 1, 1985 (Incorporated
by reference to Exhibit 4.4 to registrant's 1995 Annual Report
on Form 10-K).
5.1 Opinion of Beverly J. McBride, dated May 21, 1996, as to the
validity of the securities being registered hereby.
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Independent Auditors.
23.2 Consent of Beverly J. McBride (included in the opinion filed as
Exhibit 5.1).
24.1 Powers of Attorney (included on signature page).
25 Statement of Eligibility and Qualification on Form T-1 of Fifth
Third Bank, as Trustee under the Trust Indenture Act of 1939
(Incorporated by reference to Exhibit 26 in Registration
Statement 33-62442).
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(d) That, for the purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(e) To file an application for the purpose of determining
the eligibility of the trustee to act under subsection (a) of section 310 of
the Trust Indenture Act ("Act") in accordance with the rules and regulations
prescribed by the Commission under section 305(b)(2) of the Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Maumee,
State of Ohio, on this 21st day of May, 1996.
THE ANDERSONS, INC.
By: /s/Richard P. Anderson
Richard P. Anderson
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
Title
Date
/s/Richard P. Anderson President and Chief Executive 5/21/96
Richard P. Anderson Officer, Director
/s/Richard M. Anderson Director 5/21/96
Richard M. Anderson
/s/Thomas H. Anderson Chairman of the Board, Director 5/21/96
Thomas H. Anderson
/s/John F. Barrett Director 5/21/96
John F. Barrett
/s/Gary L. Smith Corporate Treasurer 5/21/96
Gary L. Smith
/s/Dale W. Fallat Director 5/21/96
Dale W. Fallat
/s/Richard R. George Corporate Controller and 5/21/96
Richard R. George Principal Accounting Officer
/s/Paul M. Kraus Director 5/21/96
Paul M. Kraus
/s/Daniel T. Anderson Director 5/21/96
Daniel T. Anderson
/s/Donald M. Mennel Director 5/21/96
Donald M. Mennel
/s/Donald E. Anderson Director 5/21/96
Donald E. Anderson
/s/David L. Nichols Director 5/21/96
David L. Nichols
/s/Michael J. Anderson Director 5/21/96
Michael J. Anderson
/s/Janet M. Schoen Director 5/21/96
Janet M. Schoen
By: /s/Thomas H. Anderson 5/21/96
Attorney-in-fact
SUBSCRIPTION AGREEMENT
FOR 7.7 % TEN-YEAR DEBENTURES AND 7.0 % FIVE-YEAR DEBENTURES OF
THE ANDERSONS, INC.
(I) (We) hereby subscribe for:
____________________________ multiple(s) of 7.7 % Ten-Year Debentures
____________________________ multiple(s) of 7.0 % Five-Year Debentures
of The Andersons, Inc. at face value. Each multiple is $1,000. Herewith find
$__________________ in full payment thereof.
The Debentures should be registered and issued in the following mode of
ownership: (ONLY ONE MODE OF OWNERSHIP MAY BE SELECTED)
1. ________________________ an individual.
(Name)
2. ________________________ and ________________________ as joint
(Name) (Name)
tenants with right of survivorship and not as tenants in
common.
3. ________________________ and ________________________ as
(Name) (Name)
4. ________________________ as custodian for _____________________
(Name) (Name)
under the Uniform Gifts to Minors Act, as applicable.
5. ________________________ trustee for ________________________.
(Name) (Name)
I acknowledge receipt of a copy of the current Prospectus of The
Andersons, Inc. with respect to the offering of the above Debentures subscribed
for hereby which will be issued, and interest will begin to accrue, as of the
first day of the mo nth following the month in which payment of the Debentures
has been received by the Andersons, Inc. Under the penalties of perjury, I
certify that the information listed below is true, correct and complete.
Dated_________________________ Signed__________________________________
Signed__________________________________
Please print name, address, social security number and telephone number
of registered owner(s).
____________________________________ ______________________________________
(Name) (Name)
____________________________________ ______________________________________
(Street) (Street)
____________________________________ ______________________________________
(City, State and Zip Code) (City, State and Zip Code)
____________________________________ ______________________________________
(Social Security Number or (Social Security Number or
Federal I.D. Number) Federal I.D. Number)
____________________________________ ______________________________________
(Area Code)(Telephone Number) (Area Code)(Telephone Number)
Make check payable to: The Andersons, Inc.
Mail to: The Andersons, Inc.
Corporate Treasurer
P. O. Box 119
Maumee, Ohio 43537
For tax reporting purposes, the following Social Security or Federal I.D.
number should be used: ______________________________________________
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement and related Prospectus of The Andersons, Inc. for the
registration of $10,000,000 of its debentures and to the incorporation by
reference therein of our report dated February 2, 1996, with respect to the
consolidated financial statements of The Andersons, Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
/S/Ernst & Young LLP
ERNST & YOUNG LLP
Toledo, Ohio
May 21, 1996
<TABLE> Exhibit 12
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
THE ANDERSONS, INC.
<CAPTION>
Three Months
(In thousands, except for ratio) Ended March 31 Year Ended December 31
1996 1995 1995 1994 1993 1992 1991
<C> <C> <C> <C> <C> <C> <C>
Income from continuing operations $3,446 $1,992 $10,188 $15,171 $11,080 $10,045 $ 4,506
Add:
Interest expense on indebtedness 4,698 3,142 14,019 8,395 6,168 6,325 7,298
Interest portion of rent expense 533 577 2,324 2,321 2,395 2,485 2,342
Earnings $ 8,677 $5,711 $26,531 $25,887 $19,643 $18,855 $14,146
Computation of Fixed Charges
Interest expense on indebtedness 4,698 3,142 14,019 8,395 6,168 6,325 7,298
Interest portion of rent expense 533 577 2,324 2,321 2,395 2,485 2,342
Fixed Charges $ 5,231 $3,719 $16,343 $10,716 $ 8,563 $ 8,810 $ 9,640
Ratio of earnings to fixed charges 1.66 1.54 1.62 2.42 2.29 2.14 1.47
</TABLE>
May 21, 1996
The Andersons, Inc.
480 West Dussel Drive
Maumee, Ohio 43537
Re: The Andersons, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
I am general counsel to The Andersons, Inc., an Ohio
corporation (the "Corporation"), and have advised the Corporation in connection
with the proposed registration by the Corporation of $5,000,000 aggregate
principal amount of its 7.7 0 % Ten-Year Debentures and $5,000,000 aggregate
principal amount of its 7 % Five-Year Debentures (collectively, the
"Debentures"), pursuant to a Registration Statement on Form S-3, filed with the
Securities and Exchange Commission (the "Commission") on May 21, 1996 under the
Securities Act of 1933, as amended (the "Act") (such Registration Statement, as
amended or supplemented, is hereinafter referred to as the "Registration
Statement").
For purposes of the opinions contained in this letter, I have
examined and relied upon such corporate proceedings, documents, records and
matters of law as I have deemed necessary or appropriate for the expression of
the opinions contained herein (including, without limitation, the Corporation's
Indenture (the "Indenture"), dated October 1, 1985, as supplemented by a
Fifteenth Supplemental Indenture, dated as of January 2, 1996, between the
Corporation and Fifth Third Bank (the " Trustee")). In addition, for purposes
hereof, I have assumed with your permission and without independent
investigation that all factual information supplied to me for the purpose
hereof is complete and accurate and that no changes will be made in t he
definitive form of the documents I have reviewed in draft form which would
impact my opinions.
Based upon and subject to the foregoing, I hereby advise you
that in my opinion when, as and if (i) the Registration Statement shall have
become effective pursuant to the provisions of the Securities Act, (ii) the
Indenture shall have been qualified pursuant to the provisions of the Trust
Indenture Act of 1939, as amended, and (iii) the Debentures shall have been
issued in the form and containing the terms described in the Registration
Statement, the Indenture, the resolutions of the Corporation's Board of
Directors (and any authorized committee thereof) authorizing the foregoing and
any legally required consents, approvals, authorizations and other order of
the Commission and any other regulatory authorities to be obtained, the
Debentures when issued pursuant to the Registration Statement will be legally
issued, fully paid and nonassessable and will constitute binding obligations
of the Corporation.
My opinions as herein expressed are subject to the following
qualifications:
(a) my opinions are subject to the effect of applicable
bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or
transfer or other laws of general applicability relating to or affecting the
enforcement of creditors' rights from time to time in effect and to general
principles of equity;
(b) provisions in the Indenture and the Debentures deemed
to impose the payment of interest on interest may be unenforceable, void or
voidable under applicable law;
(c) requirements in the Indenture and the Debentures
specifying that the provisions thereof may only be waived in writing may not be
valid, binding or enforceable to the extent that an oral or implied agreement
by trade practice o r course of conduct has been created modifying any
provision of such documents;
(d) I express no opinion as to the enforceability of the
indemnification provisions of the Indenture and the Debentures insofar as said
provisions might require indemnification with respect to any litigation against
the Corporation determined adversely to the Trustee, or any loss, cost or
expense arising out of the Trustee's gross negligence or willful misconduct or
any violation by such trustee of statutory duties, general principles or equity
or public policy; and
(e) I express no opinion with respect to indemnification or
contribution obligations which contravene public policy including, without
limitation, indemnification or contribution obligations which arise out of
failure to comply with applicable state or federal securities law.
I am qualified to practice law in the State of Ohio and do not
herein express any opinion as to any laws other than the laws of the State of
Ohio, as such laws are constituted on the date of this opinion.
I do not find it necessary for the purposes of this opinion,
and accordingly I do not purport to cover herein, the application of the
securities or "Blue Sky" laws of the various states to the issuance and sale of
the Shares.
I hereby consent to the filing of this letter as an exhibit to
the Registration Statement. In giving this consent, I do not admit that I come
within the category of persons whose consent is required under Section 7 of the
'33 Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/Beverly J. McBride
Beverly J. McBride
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 3624
<SECURITIES> 0
<RECEIVABLES> 106207
<ALLOWANCES> 3668
<INVENTORY> 268138
<CURRENT-ASSETS> 382135
<PP&E> 213795
<DEPRECIATION> 131794
<TOTAL-ASSETS> 469441
<CURRENT-LIABILITIES> 319431
<BONDS> 35492
0
0
<COMMON> 84
<OTHER-SE> 68657
<TOTAL-LIABILITY-AND-EQUITY> 469441
<SALES> 256115
<TOTAL-REVENUES> 256714
<CGS> 216981
<TOTAL-COSTS> 216981
<OTHER-EXPENSES> 31589
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4698
<INCOME-PRETAX> 3446
<INCOME-TAX> 2177
<INCOME-CONTINUING> 1269
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1269
<EPS-PRIMARY> 0.15
<EPS-DILUTED> 0.15
</TABLE>
