SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE ANDERSONS, INC.
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
THE ANDERSONS, INC.
480 West Dussel Drive
Maumee, Ohio 43537
April 18, 1996
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders
which will be held on Thursday, May 23, 1996, at 7:00 p.m., local time, at
the Lucas Auditorium of the Eleanor Dana Center on the campus of the Medical
College of Ohio, Glendale Road entrance, Toledo, Ohio.
A notice of meeting, proxy statement and proxy card are included with
this letter. The matters listed in the notice of meeting are more fully
described in the proxy statement.
It is important that your shares are represented and voted at the
annual meeting, regardless of the size of your holdings. Accordingly, please
mark, sign and date the enclosed proxy card and return it promptly in the
enclosed envelope. If you attend the annual meeting, you may revoke your
proxy in writing and vote your shares in person, if you wish.
Sincerely,
/s/Thomas H. Anderson
Thomas H. Anderson
Chairman, Board of
Directors
THE ANDERSONS, INC.
480 West Dussel Drive
Maumee, Ohio 43537
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 23, 1996
The annual meeting (the "Annual Meeting") of shareholders of The
Andersons, Inc. (the "Corporation") will be held on Thursday, May 23, 1996, at
7:00 p.m., local time, at the Lucas Auditorium of the Eleanor Dana Center on
the campus of the Medical College of Ohio, Glendale Road entrance, Toledo,
Ohio, to consider and take action with respect to the following matters:
1. The election of nine directors to serve until the next annual
meeting or until their successors are duly elected and
qualified.
2. The ratification of the appointment of Ernst & Young LLP as
independent public accountants for the year ending December
31, 1996.
3. The transaction of such other business as may properly come
before the Annual Meeting and any adjournments or
postponements thereof.
Holders of record of the Corporation's Common Shares at the close of
business on March 31, 1996, are entitled to receive notice of and to vote on
all matters presented at the Annual Meeting and at any adjournments or
postponements thereof.
By order of the Board of Directors
April 18, 1996
/s/Beverly J. McBride
Beverly J. McBride
Secretary
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON AND REGARDLESS
OF THE NUMBER OF SHARES YOU OWN, PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY
CARD AND MAIL IT PROMPTLY IN THE ENVELOPE PROVIDED TO ENSURE THAT YOUR SHARES
WILL BE REPRESENTED. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR
PROXY IN WRITING AND VOTE YOUR SHARES IN PERSON, IF YOU WISH.
THE ANDERSONS, INC.
480 West Dussel Drive
Maumee, Ohio 43537
PROXY STATEMENT
Annual Meeting of Shareholders
May 23, 1996
This proxy statement (the "Proxy Statement") is being furnished to the
holders of common shares, no par value (the "Common Shares"), of The
Andersons, Inc. (the "Corporation") in connection with the solicitation of
proxies on behalf of the Board of Directors of the Corporation (the "Board of
Directors" or "Board") for the annual meeting (the "Annual Meeting") of
shareholders to be held on May 23, 1996 at the Lucas Auditorium of the Eleanor
Dana Center on the campus of the Medical College of Ohio, Glendale Road
entrance, Toledo, Ohio, and at any adjournments or postponements thereof.
Proxy Statements and proxy cards are being mailed to shareholders on or about
April 18, 1996.
When you sign and return the enclosed proxy card, the shares
represented thereby will be voted as indicated on the proxy card. If there is
no contrary indication, the shares represented will be voted FOR the slate of
directors described here in, FOR the ratification of Ernst & Young LLP as the
Corporation's independent public accountants for the year ending December 31,
1996 and, as to any other business as may properly be brought before the
Annual Meeting and any adjournments or postponements thereof, in accordance
with the judgment of the person or persons voting on such matter or matters.
Returning your completed proxy card will not prevent you from revoking
your proxy in writing and voting in person at the Annual Meeting should you be
present and wish to do so. In addition, you may revoke your proxy any time
before it is voted by written notice to the Secretary of the Corporation prior
to the Annual Meeting or by submission of a later-dated proxy card.
Each outstanding Common Share entitles the holder thereof to one vote.
On March 31, 1996, the record date, there were 8,430,286 Common Shares
outstanding. The presence in person or by proxy of a majority of such Common
Shares shall constitute a quorum. Abstentions and proxies held in street name
by brokers that are not voted on all proposals to come before the Annual
Meeting ("broker non-votes") will be treated as present for purposes of
establishing a quorum. Under the Corporation's Code of Regulations, the
nominees for director receiving the greatest number of votes shall be elected
and thus abstentions and broker non-votes will have no impact on the election,
except to the extent that the failure to cast a vote for a nominee may result
in a smaller number of votes cast for other nominees being able to carry the
election. With respect to the ratification of Ernst & Young LLP as the
Corporation's independent public accountants for the year ending December 31,
1996, such ratification requires the affirmative vote of a majority of the
common shares present and eligible to vote at the Annual Meeting. Thus, a
broker non-vote or abstention will count as a vote against such proposal.
ELECTION OF DIRECTORS
The Board of Directors is currently comprised of twelve directors,
three of whom are not standing for reelection. The Board of Directors has
nominated and recommends the election of each of the nominees set forth below.
Directors so elected will serve until the next annual meeting or until their
earlier removal or resignation. Each nominee is currently a Director of the
Corporation. The Board of Directors expects all nominees named below to be
available for election. In case any nominee is not available, the proxy
holders may vote for a substitute, unless the Board of Directors reduces the
number of directors.
Directors will be elected at the Annual Meeting by a plurality of the
votes cast at the Annual Meeting by the holders of shares represented in
person or by proxy. There is no right to cumulate voting as to any matter,
including the election of directors.
The following sets forth information as to each director and nominee
for director, including age, as of March 31, 1996, principal occupation and
employment during the past five years, directorships in other publicly held
companies, membership on committees of the Board of Directors and period of
service as a director of the Corporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES SET FORTH BELOW TO THE BOARD OF DIRECTORS.
Nominees for Board of Directors
Thomas H. Anderson, 72, was named Chairman of the Board when the
Corporation was formed in 1987. He formerly held the position of Manager-
Company Services of The Andersons for several years, was named Senior Partner
in 1987 and served as a general partner of The Andersons and a member of its
Managing Committee from 1947 through 1987.
Richard P. Anderson, 66, has been a Director of the Corporation since
its inception in 1987. He is also a director of Centerior Energy Corporation
and First Mississippi Corp. He served as Managing Partner of The Andersons
from 1984 to 1987. He was named Chief Executive Officer in 1987, after
serving as a general partner of The Andersons and a member of its Managing
Committee from 1947 through 1987.
Donald E. Anderson, 69, was elected a Director of the Corporation in
1990. Mr. Anderson has been in charge of scientific research for the
Corporation since 1980, and served as a general partner of The Andersons from
1947 through 1987. Mr. Anderson retired in 1992.
Michael J. Anderson, 44, began his employment with The Andersons in
1978, serving in several capacities in the Grain Group and holding the
position of Vice President and General Manager Grain Group from 1990 to
February 1994. He was named Vice President and General Manager of the Retail
Group in February 1994 and has served as a Director of the Corporation since
1988.
Richard M. Anderson, 39, has served as a Director since 1988. He
began his employment with The Andersons in 1986 as Planning Analyst and was
named the Manager of Technical Development in 1987. Mr. Anderson was named
Vice President and General Manager of the Industrial Products Group in 1990.
John F. Barrett, 47, was elected a Director of the Corporation in
1992. 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. Mr. Barrett is also a director of Cincinnati Bell,
Inc. and Fifth Third Bancorp.
Paul M. Kraus, 63, has served as a Director of the Corporation since
1988. He has been a member of the Toledo, Ohio law firm of Marshall & Melhorn
since 1962.
Donald M. Mennel, 77, was elected as a Director in 1990. He is
retired Chairman of the Board and Chief Executive Officer of The Mennel
Milling Company, and began a private law practice in 1986.
David L. Nichols, 54, was elected as a Director of the Corporation in
1995. He has served in various capacities with Mercantile Stores Company,
Inc. and is currently Chairman and Chief Executive Officer, a position he has
held since 1992.
Donald E., Richard P. and Thomas H. Anderson are brothers; Paul M.
Kraus is their brother-in-law. Michael J. and Richard M. Anderson are nephews
of Donald E., Richard P. and Thomas H. Anderson.
Board and Committee Meetings
The Board of Directors held six meetings (exclusive of committee
meetings) during the preceding fiscal year. The Board of Directors has
established the following committees, the functions and current members of
which are noted below. Each director attended 75% or more of the number of
meetings held during the preceding fiscal year of the Board of Directors and
any committees on which such director served.
Audit Committee. The Audit Committee of the Board of Directors
consists of Donald M. Mennel (chair), David L. Nichols and Richard M.
Anderson. The Audit Committee, among other duties, reviews the internal and
external financial reporting of the Corporation, reviews the scope of the
independent audit and considers comments by the auditors regarding internal
controls and accounting procedures and management's response to those
comments. The Audit Committee met twice during the preceding fiscal year.
Compensation Committee. The Compensation Committee consists of John
F. Barrett (chair), Paul M. Kraus and Donald E. Anderson. The Compensation
Committee reviews and makes recommendations to the Board of Directors
regarding salaries, compensation and benefits of executive officers and key
employees of the Corporation and, under the Company's Long Term Performance
Plan, grants options to purchase Common Shares of the Corporation. The
Compensation Committee met four times during the preceding fiscal year.
Nominating Committee. The Nominating Committee was formed in January
1996 and consists of Thomas H. Anderson (chair), Richard P. Anderson, Michael
J. Anderson, John F. Barrett, Donald M. Mennel and David L. Nichols. The
Nominating Committee selects and reviews candidates to be nominated to the
Board, reports to the Board regarding the qualifications of such candidates,
and recommends a slate of directors to be submitted to the shareholders for
approval. The Nominating Committee met once in February 1996 and recommends
the election of each nominee named in this Proxy Statement to the Board. The
Nominating Committee will consider individuals recommended by shareholders as
potential future nominees to the Board. The names of such individuals,
together with a full statement of their qualifications, should be mailed to
the Nominating Committee care of the Secretary of the Corporation at 480 West
Dussel Drive, Maumee, Ohio 43537.
Compensation of Directors
Directors who are not employees of the Corporation and who are not
Anderson family members receive an annual retainer of $15,000. Directors who
are not employees of the Corporation receive a fee of $1,000 for each Board
Meeting attended. There are three committees of the Board of Directors: the
Audit Committee, the Compensation Committee and the Nominating Committee. The
chairperson of these committees receives a retainer of $3,000 provided he or
she is not an employee of the Corporation. Members of the committees,
including the chairpersons, who are not employees of the Corporation receive
$750 for each meeting attended.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Corporation's officers, directors and persons who beneficially
own more than ten percent of a registered class of the Corporation's equity
securities to file reports of securities ownership and changes in such
ownership with the Securities and Exchange Commission (the "SEC"). Officers,
directors and greater-than-ten-percent beneficial owners also are required by
rules promulgated by the SEC to furnish the Corporation with copies of all
Section 16(a) forms they file.
Based solely upon a review of the copies of such forms furnished to
the Corporation, or written representations that all such filings that were
required were filed, the Corporation believes that during the applicable
periods its officers, directors and greater-than-ten-percent beneficial owners
complied with all applicable Section 16(a) filing requirements.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation by the Audit Committee,
has appointed Ernst & Young LLP as independent public accountants to examine
the financial statements of the Corporation for the year ending December 31,
1996 and to perform other appropriate accounting services.
A proposal will be presented at the Annual Meeting to ratify the
appointment of Ernst & Young LLP as the Corporation's independent public
accountants. One or more members of that firm are expected to be present at
the Annual Meeting to respond to questions and to make a statement if they
desire to do so. If the shareholders do not ratify this appointment by the
affirmative vote of a majority of the shares represented in person or by proxy
at the Annual Meeting, other independent public accountants will be considered
by the Board of Directors upon recommendation by the Audit Committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE APPOINTMENT
OF ERNST & YOUNG LLP AS THE CORPORATION'S INDEPENDENT PUBLIC ACCOUNTANTS.
OTHER BUSINESS
At the date of this Proxy Statement, the Corporation has no knowledge
of any business other than that described above that will be presented at the
Annual Meeting. If any other business should come before the Annual Meeting,
the proxies will be voted in the discretion of the proxy holders.
SECURITY OWNERSHIP
The following information with respect to the outstanding Common
Shares beneficially owned by each director and nominee for director of the
Corporation, the chief executive officer and the four other most highly
compensated executive officers , and the directors and executive officers as a
group and all beneficial owners of more than five percent of the Common Shares
is furnished as of March 31, 1996.
Common Shares
Number of Percent
Name Shares(1) of Class(2)
Thomas H. Anderson(3) 245,521 2.91
Richard P. Anderson(4) 325,663 3.86
Donald E. Anderson(5) 151,939 1.80
Michael J. Anderson(6) 124,926 1.48
Richard M. Anderson(8) 100,430 1.19
John F. Barrett 3,588 *
Joseph L. Braker(9) 22,792 *
Paul M. Kraus(7) 186,443 2.21
Donald M. Mennel 11,681 *
David L. Nichols 500 *
Larry D. Rigel 56,993 *
All directors and executive officers
as a group (17 persons) 1,440,017 17.03%
(1) "Beneficial owner" generally means any person who, directly or
indirectly, has or shares voting power or investment power with respect to a
security. The Corporation believes that, except as otherwise indicated, each
shareholder has sole voting and investment power with respect to shares listed
as beneficially owned by such shareholder.
(2) Percentages less than one percent are denoted by an asterisk.
(3) Includes 120,711 Common Shares held by Mrs. Mary P. Anderson, trustee,
Mr. Anderson's spouse. Included in the 245,521 Common Shares are 4,016 shares
which Mr. Anderson has the right to acquire from the Company through the
exercise of a stock option from the Company within 60 days.
(4) Includes 154,897 Common Shares held by Mrs. Frances H. Anderson, Mr.
Anderson's spouse; 4,748 Common Shares held by Key Trust Company, trustee for
Richard P. Anderson trust for Michigan State University, a trust for whom the
principal beneficiary is Mrs. Frances H. Anderson; and 4,748 shares held by
Key Trust Company, trustee for Richard P. Anderson trust for The Ohio State
University, a trust for whom the principal beneficiary is Mrs. Frances H.
Anderson. Mr. Anderson disclaims beneficial ownership of such Common Shares.
Included in the 325,663 Common Shares are 6,356 shares which Mr. Anderson has
the right to acquire from the Company through the exercise of a stock option
from the Company within 60 days.
(5) Includes 75,958 Common Shares held by Mrs. Una Anderson, Mr.
Anderson's spouse.
(6) Includes 55,646 Common Shares held by Mrs. Carol H. Anderson; Mr.
Anderson's spouse; 4,748 Common Shares held by Key Trust Company, trustee for
Michael J. Anderson trust for Michigan State University, a trust for whom the
principal beneficiary is Mrs. Carol H. Anderson; and 4,748 shares held by Key
Trust Company, trustee for Michael J. Anderson trust for University of
Illinois, a trust for whom the principal beneficiary is Mrs. Carol H.
Anderson. Mr. Anderson disclaims beneficial ownership of such Common Shares.
Included in the 124,926 Common Shares are 3,840 shares which Mr. Anderson has
the right to acquire from the Company through the exercise of a stock option
from the Company within 60 days.
(7) Includes 55,983 Common Shares held by Mrs. Carol J. Kraus, Mr. Kraus'
spouse, and 74,684 Common Shares held by Key Trust Company, trustee for Carol
J. Kraus trust for Eric L. Kraus, a trust for whom the principal beneficiary
is Eric L. Kraus , Mr. Kraus' son. Mr. Kraus disclaims beneficial ownership of
such Common Shares.
(8) Included in the 100,430 Common Shares are 1,280 shares which Mr.
Anderson has the right to acquire from the Company through the exercise of a
stock option from the Company within 60 days.
(9) Included in the 22,792 Common Shares are 3,840 shares which Mr. Braker
has the right to acquire from the Company through the exercise of a stock
option from the Company within 60 days.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following summary compensation table sets forth the compensation
of the Corporation's chief executive officer and four other most highly
compensated executive officers (the "named executive officers") for the years
ended December 31, 1993 , December 31, 1994 and December 31, 1995.
Summary Compensation Table
Annual Compensation
All Other
Name and Position Year Salary Bonus Compensation (a)
Richard P. Anderson 1995 $363,333 $ 60,000 $4,620
President and Chief 1994 335,000 202,500 4,620
Executive Officer 1993 308,333 150,000 4,497
Thomas H. Anderson 1995 245,000 35,000 4,620
Chairman of the Board 1994 226,667 125,000 4,620
1993 206,669 90,000 4,497
Joseph L. Braker 1995 235,876 45,000 4,620
Vice President and 1994 224,071 150,000 4,620
General Manager 1993 194,634 70,000 4,497
Agriculture Group
Michael J. Anderson 1995 211,628 20,000 4,620
Vice President and 1994 200,765 100,000 4,620
General Manager 1993 161,962 100,000 4,497
Retail Group
Larry D. Rigel 1995 173,840 -- 4,620
Former Vice President 1994 171,981 25,000 4,620
Marketing 1993 162,558 15,000 4,497
(a) Corporation's matching contributions to its 401(k) retirement plan.
Pension Plans
The Corporation has a Defined Benefit Pension Plan (the "Pension
Plan") which covers substantially all employees who work greater than 1,000
hours annually. Benefits 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 employee 's base pay plus bonus, which in the
Summary Compensation Table is the executive's salary and bonus, 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
eight years of credited service.
In addition, the Corporation has a Supplemental Retirement Plan (the
"Supplemental Plan") which is a non-qualified deferred compensation plan
designed to cover all employees (primarily executives) who are participants in
the Pension Plan and whose salary exceeds the 1994 Internal Revenue Code limit
of $150,000. Benefits under this Supplemental Plan are calculated exactly as
in the Pension Plan but without the 1994 limit of $150,000 and then the
Pension Plan benefit is subtracted to determine the Supplemental Plan benefit.
The table below reflects the total benefits that an employee would
receive under the Pension Plan and the Supplemental Plan for the indicated
average compensation and years of service.
Average
Five-Year Approximate Annual Retirement Benefit
Compensation Based Upon the Indicated Years of Service
5 Years 10 Year 15 Years 25 Years
$ 50,000 $ 3,142 $ 6,284 $ 9,427 $15,711
100,000 6,892 13,784 20,677 34,461
150,000 10,642 21,284 31,927 53,211
200,000 14,392 28,784 43,177 71,961
250,000 18,142 36,284 54,427 90,711
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors (the "Committee")
is pleased to present its report on executive compensation. The Committee
reviews and makes recommendations to the Board of Directors regarding
salaries, compensation and benefits of executive officers and key employees of
the Corporation and grants options to purchase Common Shares of the
Corporation. This Committee report documents the components of the
Corporation's executive officer compensation programs and describes the bases
upon which compensation will be determined by the Committee with respect to
the executive officers of the Corporation, including the executive officers
that are named in the compensation tables (the "Named Executives").
This Committee report shall not be deemed incorporated by reference by
any general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act
of 1934, except to the extent that the Corporation specifically incorporates
this information by reference, and shall not otherwise be deemed filed under
such Acts.
Compensation Philosophy. The compensation philosophy of the
Corporation is to endeavor to directly link executive compensation to
continuous improvements in corporate performance and increases in shareholder
value. The Committee has adopted the following objectives as guidelines for
compensation decisions. Display a willingness to pay levels of compensation
that are necessary to attract and retain highly qualified executives.
Be willing to compensate executive officers in
recognition of superior individual performance, new
responsibilities or new positions within the Corporation.
Take into account historical levels of executive
compensation and the overall competitiveness of the market for high
quality executive talent.
Implement a balance between short- and long-term
compensation to complement the Corporation's annual and long-term
business objectives and strategy and encourage executive
performance in furtherance of the fulfillment of those objectives.
Provide variable compensation opportunities based on
the performance of the Corporation, encourage share ownership by
executives and align executive remuneration with the interests of
shareholders.
Compensation Program Components. The Committee regularly reviews the
Corporation's compensation program to ensure that pay levels and incentive
opportunities are competitive with the market and reflect the performance of
the Corporation. The particular elements of the compensation program for
executive officers are further explained below.
Base Salary and Bonus. The Corporation's base pay levels are
largely determined by evaluating the responsibilities of the position
held and the experience of the individual and by comparing the salary
scale with companies of similar size and complexity. Actual base
salaries are kept within a competitive salary range for each position
that is established through job evaluation and market comparisons and
approved by the Committee as reasonable and necessary.
Long-Term Compensation Plan. The Corporation sponsors a Long-
Term Performance Compensation Plan that provides certain of the
Corporation's employees with share options and/or performance awards
based on the performance of the Corporation as a whole and of each
recipient individually. The exercise price of such options is the
market price of the Common Shares on the date of the grant. The Long-
Term Performance Compensation Plan has been designed to provide the
benefits of equity-based performance compensation.
Employee Benefit Plans. The Corporation sponsors an Employee
Share Purchase Plan that provides the Corporation's employees with the
opportunity to purchase Common Shares through a payroll deduction plan.
Chief Executive Officer Compensation. The 1995 fiscal year cash
compensation for Mr. Richard P. Anderson, the Corporation's President and
Chief Executive Officer, was set by the Compensation Committee of the Board of
Directors based on past compensation practices and policies. Taking these
practices and policies into account, Mr. Anderson's annual base salary was set
at $363,333 for 1995, and his bonus was determined to be $60,000 for 1995. In
the future, the Committee will undertake responsibility for establishing Mr.
Anderson's annual cash compensation. In doing so, the Committee will consider
a number of factors, including prior compensation arrangements, corporate
performance, individual performance and competitive standards. Summary.
After its review of all existing programs, the Committee continues to believe
that the total compensation program for executives of the Corporation is
focused on increasing values for shareholders and enhancing corporate
performance . The Committee currently believes that the compensation of
executive officers is properly tied to share appreciation through the Long-
Term Performance Compensation Plan. The Committee believes that executive
compensation levels at the Corporation are competitive with the compensation
programs provided by other corporations with which the Corporation competes.
The foregoing report has been approved by all members of the Committee.
COMPENSATION COMMITTEE
John F. Barrett (chair), Paul M.
Kraus and Donald E. Anderson
PERFORMANCE GRAPH
The Common Shares were not publicly traded during 1995, and therefore
no comparison of the Common Shares' performance can be made to a relevant
market index or to a relevant group of the Corporation's competitors. The
Corporation expects a market to develop in the Common Shares during 1996 and
expects to be able to provide this comparison data in future years.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Proposals of shareholders intended to be presented at the annual
meeting in 1997 must be received by the Secretary of the Corporation, at the
address below, not later than December 1, 1996 to be considered for inclusion
in the Corporation's 1997 proxy materials.
ADDITIONAL INFORMATION
This solicitation is being made by the Corporation. All expenses of
the Corporation in connection with this solicitation will be borne by the
Corporation. In addition to the solicitation by mail, proxies may be
solicited by directors, officers and other employees of the Corporation by
telephone, telex, in person or otherwise, without additional compensation.
The Corporation will request brokerage firms, nominees, custodians and
fiduciaries to forward proxy materials to the beneficial owners of shares held
of record by such persons and will reimburse such persons and the
Corporation's transfer agent for their reasonable out-of-pocket expenses in
forwarding such materials.
The Corporation will furnish without charge to each person whose proxy
is being solicited, upon the written request of any such person, a copy of the
Corporation's and its predecessor's Annual Reports on Form 10-K for the fiscal
year ended December 31, 1995, as filed with the Securities and Exchange
Commission, including the financial statements and schedules thereto. Requests
for copies of such Annual Reports on Form 10-K should be directed to the
Secretary of the Corporation at the address below.
PLEASE COMPLETE THE ENCLOSED PROXY CARD AND MAIL IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE.
By order of the Board of Directors
/s/Beverly J. McBride
Beverly J. McBride
Secretary
THE ANDERSONS, INC.
480 West Dussel Drive
Maumee, Ohio 43537
April 18, 1996
APPENDIX
PROXY PROXY
THE ANDERSONS, INC.
480 West Dussel Drive
Maumee, Ohio 43537
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 23, 1996
The undersigned hereby appoints Matthew C. Anderson, John P. Kraus and
Beverly J. McBride, and each of them, proxies, with power of substitution and
revocation, acting by a majority of those present and voting or if only one is
present and voting then that one, to vote the share(s) of The Andersons, Inc.
which the undersigned is entitled to vote, at the Annual Meeting of
shareholders to be held on May 23, 1996 and at any adjournment or
postponements thereof, with all the powers the under signed would possess if
present, with respect to the following:
Important - This Proxy must be signed and dated on the reverse side.
THE ANDERSONS, INC.
Please mark vote in oval in the following manner using dark ink only.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2.
1. Election of directors
FOR [ ] WITHHOLD [ ] FOR ALL [ ]
(Except nominee(s)
written below)
__________________________________________________________________
Nominees: Thomas H. Anderson, Richard P. Anderson, Donald E.
Anderson, Michael J. Anderson, Richard M. Anderson, John F.
Barrett, Paul M. Kraus, Donald M. Mennel, David L. Nichols
2. Ratification of the appointment of Ernst & Young LLP as the
Corporation's independent public accountants.
FOR [ ] WITHHOLD [ ] ABSTAIN [ ]
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL NOMINEES LISTED AND FOR THE RATIFICATION OF ERNST & YOUNG LLP
AS THE CORPORATION'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR ENDING
DECEMBER 31, 1996.
[ ] I plan to attend the meeting.
Dated __________, 1996
Signature(s)
Please sign exactly as names appear on this
Proxy. Joint owners should each sign.
Trustees, executors, etc. should indicate
the capacity in which they are signing.
.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000821026
<NAME> THE ANDERSONS, INC.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995<F1>
<CASH> 5052000
<SECURITIES> 0
<RECEIVABLES> 92629000
<ALLOWANCES> 3514000
<INVENTORY> 269930000
<CURRENT-ASSETS> 371342000
<PP&E> 212257000
<DEPRECIATION> 130395000
<TOTAL-ASSETS> 458449000
<CURRENT-LIABILITIES> 309578000
<BONDS> 73863000
0
0
<COMMON> 840000
<OTHER-SE> 66638000
<TOTAL-LIABILITY-AND-EQUITY> 458449000
<SALES> 1092410000
<TOTAL-REVENUES> 1097730000
<CGS> 944176000
<TOTAL-COSTS> 944176000
<OTHER-EXPENSES> 129347000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14019000
<INCOME-PRETAX> 10188000
<INCOME-TAX> 0<F2>
<INCOME-CONTINUING> 10188000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10188000
<EPS-PRIMARY> 0<F3>
<EPS-DILUTED> 0
<FN>
<F1>Merger of The Andersons and The Andersons Management Corp. occurred on January
2, 1996. The Andersons Management Corp concurrently changed its name to The
Andersons, Inc. This Financial Data Schedule presents the balance sheet
information of The Andersons, Inc. as of the merger date (January 2, 1996) and
the income statement information of The Andersons, Inc. for the year ended
December 31, 1995 (historical combination of The Andersons and The Andersons
Management Corp.). See also Note 1 to The Andersons, Inc. annual report to
shareholders for further explanation.
<F2>See Note 3 to The Andersons, Inc. audited financial statement included in the
1995 annual report to shareholders.
<F3>See Note 1 to the audited financial statements included in The Andersons, Inc.
annual report to shareholders.
</FN>
</TABLE>
