[ANDERSONS LOGO]
THE ANDERSONS, INC.
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PROSPECTUS
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$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 5 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
Price to Discounts Proceeds to Company(1)
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
$29,030.
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.
Assistant Treasurer
480 West Dussel Drive
Maumee, Ohio 43537
(419) 893-5050
The date of this Prospectus is May 4, 1998.
TABLE OF CONTENTS
Available Information 2
Incorporation of Certain Information by Reference 3
Prospectus Summary 4
Certain Risk Factors 5
Use of Proceeds 8
Capitalization 9
Description of Debentures 9
Plan of Distribution 11
Legal Matters 11
Experts 12
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In
accordance therewith, the Company is required to file reports and other
information with the Securities and Exchange Commission (the "SEC"). Reports,
proxy statements and other information filed by the Company as well as the
Registration Statement, including the exhibits thereto, can be inspected and
copied at the public reference facilities maintained by the SEC at Room 1024,
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. The SEC
also maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants, like the company, that
file electronically with the SEC (site address http://www.sec.gov).
This Prospectus constitutes part of a registration statement on Form S-2
(the "Registration Statement") filed by the Company with the Securities and
Exchange Commission (the "Commission") under the 1933 Act, as amended (the
"Securities Act"). This Prospectus does not contain all the information set
forth in the Registration Statement. For further information with respect to
the Company and the Debentures, reference is made to the Registration
Statement. This Prospectus includes certain information incorporated by
reference to the Company's current Annual Report on Form 10-K and Annual
Report to Shareholders which will be delivered with each Prospectus. Potential
investors should refer to such documents for a complete description of the
Company's business, results of operations and financial condition, as well as
other information highly relevant to an investment in the securities offered
hereby. Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to are not necessarily
complete. With respect to each such contract, agreement or other document
filed as an exhibit to the Registration Statement, reference is made to the
exhibit for a more complete description of the document or matter involved,
and each such statement shall be deemed qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the company with the Commission pursuant
to the Exchange Act are incorporated by reference into this Prospectus: (i)
the Company's Annual Report on Form 10-K for the Year ended December 31, 1997
and (ii) the Company's Current Report on Form 8-K dated March 25, 1998.
Any statement contained in a document incorporated by reference herein
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 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, including any
beneficial owner, to whom this Prospectus is delivered, on the oral or written
request of such person, a copy (without exhibits, unless such exhibits are
specifically incorporated by reference into the information that this
Prospectus incorporates) of any and all information that has been incorporated
by reference in this Prospectus. Written or telephone requests for such
information should be directed to The Andersons, Inc., 480 West Dussel Drive,
Maumee, Ohio 43537, Attention: Assistant Corporate Treasurer (Telephone Number
(419)891-6415).
PROSPECTUS SUMMARY
The following is a summary only and should be read in light of the more
detailed financial and other information incorporated by reference into this
prospectus. The Company's current Annual Report on Form 10-K and Annual Report
to Shareholders will be delivered with each Prospectus. Except as otherwise
indicated, all financial information is presented on the basis of generally
accepted accounting principles. Prospective investors are urged to read this
Prospectus, and the documents incorporated by reference hereby, in its
entirety. See "Certain Risk Factors" for a discussion of certain factors that
should be considered by prospective investors in the Debentures offered
hereby.
This Prospectus and all documents incorporated by reference contain various
"forward-looking statements" that reflect the Company's current views with
respect to future events and financial performance. These forward-looking
statements are subject to certain risks and uncertainties, including but not
limited to those identified below, which could cause actual results to differ
materially from historical results or those anticipated. The words "believe,"
"expect," "anticipate" and similar expressions identify forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. The following factors could cause actual results to differ
materially from historical results or those anticipated: weather; supply and
demand of commodities including grains, fertilizer and other basic raw
materials; market prices for grains and the potential for increased margin
requirements; regulatory agency review of grain contracts; competition;
economic conditions; risks associated with acquisitions; competition in its
retail stores' markets; interest rates; and income taxes.
THE COMPANY
The Andersons, Inc. (the "Company") is a diversified company operating in
three segments. The Agriculture Group engages in grain merchandising, the
operation of terminal grain elevator facilities, distribution of agricultural
fertilizer and the operation of retail farm centers. The Processing and
Manufacturing Group includes production and distribution of lawn fertilizer
and corn cob products, railcar leasing and repair, as well as several smaller
businesses. The Retail Group operates six stores and a distribution center.
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 offices of the
Company are located at 480 West Dussel Drive, Maumee, Ohio 43537. The general
telephone number is (419) 893-5050.
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 Payment of current maturities of long-term debt, add
to working capital and general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES AND SUMMARY FINANCIAL INFORMATION
(In thousands, except for ratio)
Year Ended December 31
1997 1996 1995 1994 1993
Operating Results
Total sales and $998,845 $1,154,956 $1,097,730 $971,638 $800,345
revenues
Gross profit 147,688 159,231 153,554 149,364 130,253
Operating,
administrative and 131,818 133,637 129,210 125,472 112,768
general expense
Interest expense 8,494 13,703 14,019 8,395 6,168
Net income (a) 4,074 6,406 6,273 9,285 6,986
Ratio of earnings to
fixed charges 1.62 1.77 1.63 2.45 2.29
Balance Sheet Data
Total assets 368,244 346,591 455,518 344,809 360,586
Working capital 53,595 61,649 58,897 57,623 47,795
Long-term debt 65,709 68,568 74,139 71,217 52,259
Owners' equity 72,201 73,249 67,260 64,870 56,256
(a) Includes pro forma income taxes of $3.9 million, $5.9 million and $4.1
million for 1995, 1994, and 1993, respectively. Income taxes for 1996
includes a charge of $812 thousand to establish deferred income taxes on the
assets and liabilities of The Andersons (predecessor partnership). See Note 1
to the consolidated financial statements of the Company.
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, Processing and
Manufacturing, and Retail. The Agriculture Group's 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 Processing and Manufacturing Group's lawn fertilizer division, which
manufactures and distributes lawn fertilizer for home and professional use, is
also 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. The Retail Group's business
is seasonal with a majority of sales generated in the second and fourth
quarters during the spring and Christmas seasons.
Agribusiness Industry
The Company hedges its grain inventories and contracts in order to limit its
exposure to changing prices. This hedging program includes the use of
derivative commodity contracts on the Chicago Board of Trade and requires the
Company to maintain significant short-term lines of credit with several banks.
Unfavorable weather conditions, as well as other forces affecting the supply
and demand of grain, expose the Company to liquidity pressures due to rapidly
rising futures market prices. This occurred in 1995 and 1996 and the Company
responded by implementing additional monitoring mechanisms over its hedging
programs, limiting its purchasing programs, implementing measures to limit
margin requirements and arranging for additional lines of credit. Although
the futures market has returned to more normal price levels, the Company
continues to monitor market prices and margin requirements and is prepared to
take steps to limit margin requirements if necessary.
Government Policy
The agribusiness industry is affected from time to time by government
agricultural policies. Government-sponsored price supports and acreage set-
aside programs are two examples of policies that may affect the Company's
business. There can be no assurance that government policies will not change
from time to time in a manner adverse to the Company's business.
In addition, several of the Company's business activities are subject to
U.S. environmental regulations. The Company is involved in the manufacture,
handling, transportation, storage and disposal of materials that are or may be
classified as hazardous by applicable laws and regulations. While the Company
endeavors to comply in all material respects with applicable environmental,
safety and health regulations, there can be no assurance that existing
environmental regulations will not be revised or that new regulations will not
be adopted or become applicable that may have a material adverse effect on the
Company's business or financial condition.
Grain Purchase Contracts
The Company's grain purchasing program relies on forward purchase contracts
with producers to generate a significant percentage of the grain it handles.
Forward purchase contracts take many forms and include hybrid cash contracts
(commonly referred to as "Hedged To-Arrive" or "HTA" contracts). These
contracts were developed by grain elevators and merchants in response to
perceived interest by producers in more pricing flexibility and risk
management tools. With the price escalation that occurred in the commodity
markets, most cash contracts held by producers in 1996 were negatively
affected. Hybrid cash contracts, while only a subset of forward purchase
contracts used by the Company and the industry as a whole, received publicity
as they have a higher level of risk and are impacted to a higher degree by
futures price escalation.
Poor crop conditions and exceptionally high market prices in the 1995 and
1996 harvests in the Company's drawing areas resulted in defaults by some
producers on their sale contracts to the Company through non-delivery of grain
and non-payment of related accounts receivable. The Company established
reserves for producer defaults and continues to work with producers toward
resolution. There are cases in arbitration with the National Grain and Feed
Association and in several cases, the Company has received favorable
arbitration awards which it is now working to collect. The Company continues
to monitor current producer contracts for potential defaults and non-delivery.
The Company is also monitoring industry-wide litigation and public comment
by regulatory agencies on this issue. The Commodity Futures Trading
Commission is investigating industry contracting practices including those of
the Company.
Competition
The markets for the Company's products are highly competitive. In the
agribusiness industry the Company competes with other grain merchandisers,
grain processors and end-users for the purchase of grain, as well as with
other grain merchandisers, private elevator operators and cooperatives for the
sale of grain. While the Company has substantial market share in the eastern
corn belt, many of its competitors are significantly larger and compete in
wider markets. The Company has recently signed a letter of intent to create a
marketing agreement with a very large competitor/customer in its Toledo, Ohio
market area. In its fertilizer business, the Company competes with regional
cooperatives, manufacturers, wholesalers and multi-state retail/wholesale
chain store organizations. Many of these competitors also have considerably
larger resources than the Company.
The Company's retail business is highly competitive. The Company competes
with a variety of retailers, primarily mass merchandisers and do-it-yourself
home centers in its three markets. Some of these competitors are larger than
the Company and operate more stores in a wider geographical area.
The Company's processing and manufacturing group competes with other
manufacturers of lawn fertilizer and corn-cob processors. Competition in the
railcar marketing business is with financing organizations, railcar
manufacturers and railroads.
Absence of Public Market for Debentures; Effect of Interest Rate Changes
The Company does not intend to list the Debentures on any national
securities exchange or to seek the admission thereof to trading in the
National Association of Securities Dealers Automated Quotation System. The
Company does not expect any trading market to develop. Accordingly, no
assurance can be given that any market will develop for the Debentures. If a
holder of the Debentures desires to sell, there can be no assurances given
that a willing buyer could be found or at what price they might be sold. In
addition, increases in general interest rates would adversely affect any
market that may develop. See "Description of Debentures".
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 2007
at interest rates ranging from 6.5% to 8.7%. The Indenture does not limit the
Company's ability to incur additional indebtedness or issue other securities
which would be senior to the Debentures. See "Description of 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, and, in
fact, has done that occasionally. No assurances can be given that the
Debentures will not be called prior to their maturity date. A holder of the
Debentures has no option to require the company to purchase their Debentures.
See "Description of Debentures".
Absence of Debenture Rating
The Debentures have not been rated by an independent rating organization.
The Company has no plans to seek an independent rating at this time.
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 that will be received, will be used for the payment of current
maturities of long-term debt as scheduled. Following are the current
maturities as of March 31, 1998 (in thousands):
Debenture bonds, due 1998 and 1999, interest rates ranging
from 6.5% to 8.7% $ 3,435
Note payable, due quarterly with balance due in 2004, interest 1,592
rate 7.8%
Note payable, variable rate (6.43% at March 31, 1998 payable 1,345
quarterly with balance due in 2002)
Industrial development revenue bonds:
Due 1999 with annual sinking fund payment, interest rate 6.5% 1,000
Due 2004 with annual payments, variable rate (5.70% at March 881
31, 1998)
Other 133
Total $8,386
Through March 31, 1998, $3.8 million of bonds have been sold under this
offering. Proceeds received from the sale of the remaining Debentures will be
used first to retire the previously issued Debentures maturing in 1998. This
represents $2 million of the $3.4 million noted above. Secondly, proceeds may
be used to make the quarterly payments on the notes payable for the remainder
of 1998 ($2.2 million). Any additional proceeds will be used to pay the
current maturities of the Industrial Development Revenue Bonds.
The Company expects to fund the balance of its current maturities of long-
term debt through cash provided by operations or, if adequate cash is not
generated from operations, through borrowings on the Company's various lines
of credit. The Company has available short-term lines of credit totaling $250
million, used primarily to finance working capital, and a long-term revolving
line of credit of $40 million. At March 31, 1998, a total of $75.3 million
was drawn on the available short-term lines of credit and $20 million was
drawn on the long-term line of credit. 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, 1998. No effect has been given in the
table below to the receipt of any additional 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 $39,717
Debenture bonds 16,330
Industrial development revenue bonds 8,689
Other 378
Total long-term debt 65,114
Minority interest 606
Shareholders' equity:
Common shares 84
Additional paid-in capital 66,663
Retained earnings 8,732
Treasury stock (4,008)
Total shareholders' equity 71,471
Total capitalization $137,191
See Notes 6, 7, and 10 to the Consolidated Financial Statements for
additional information as to the lines of credit, long-term debt, leases and
related 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 or 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 or 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 2008 at interest rates ranging from 6.5% to 8.7%. 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 Registrar, Transfer Agent and Paying Agent, Fifth Third Bank, 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.) The
debentures do not carry a CUSIP number.
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.
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 of 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 of 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 2/3% in principal amount
of the outstanding Debentures may 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 the 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 defaults 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 MATTERS
The legality of the Debentures offered hereby and matters with respect to
Ohio law have been passed on by Beverly J. McBride, Esq., Vice President,
General Counsel and Secretary of the Company. Beverly J. McBride holds 39,099
common shares of the Company as well as options to purchase an additional
8,960 common shares.
EXPERTS
The consolidated financial statements of The Andersons, Inc., incorporated
by reference in The Andersons, Inc.'s Annual Report (Form 10K) for the year
ended December 31, 1997, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated by reference
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference 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.
