UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
The Andersons, Inc.
----------------------------------
(Name of Issuer)
Common Stock
----------------------------------
(Title of Class of Securities)
034164-10-3
---------------------------
(CUSIP Number)
Richard P. Anderson
480 W. Dussel Drive, Maumee, Ohio 43537 (419)893-5050
---------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 1, 1998
-------------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of rule 13d-1(b)(3) or (4), check the following
box [].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page. The information required on the
remainder of this cover page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
CUSIP No. 034164-10-3 Page 2 of 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Richard P. Anderson
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [x]
3. SEC Use Only
4. Source of funds*
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
7. Sole Voting Power
290,862
NUMBER OF SHARES
BENEFICIALLY 8. Shared Voting Power
OWNED BY EACH 156,897
REPORTING
PERSON 9. Sole Dispositive Power
290,862
10. Shared Dispositive Power
156,897
11. Aggregate Amount Beneficially Owned by Each Reporting Person
456,855(a)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11)
5.75%
14. Type of Reporting Person*
IN
(a) Includes shares held in trust in which Mr. Anderson has a pecuniary
interest.
CUSIP No. 034164-10-3 Page 3 of 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Frances H. Anderson
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [x]
3. SEC Use Only
4. Source of funds*
PF
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
United States Citizen
7. Sole Voting Power
NUMBER OF SHARES
BENEFICIALLY 8. Shared Voting Power
OWNED BY EACH 156,897
REPORTING
PERSON 9. Sole Dispositive Power
10. Shared Dispositive Power
156,897
11. Aggregate Amount Beneficially Owned by Each Reporting Person
156,897
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11)
1.98%
14. Type of Reporting Person*
IN
CUSIP No. 034164-10-3 Page 4 of 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Key Trust Company of Ohio, N.A., Trustee for Richard P. Anderson Trust
for The Ohio State University; 34-6822202
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [x]
3. SEC Use Only
4. Source of funds*
OO
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
4,548
NUMBER OF SHARES
BENEFICIALLY 8. Shared Voting Power
OWNED BY EACH
REPORTING
PERSON 9. Sole Dispositive Power
4,548
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,548
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11)
.06%
14. Type of Reporting Person*
OO
CUSIP No. 034164-10-3 Page 5 of 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Key Trust Company of Ohio, N.A., Trustee for Richard P. Anderson Trust
for Michigan State University; 34-6822200
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [x]
3. SEC Use Only
4. Source of funds*
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
4,548
NUMBER OF SHARES
BENEFICIALLY 8. Shared Voting Power
OWNED BY EACH
REPORTING
PERSON 9. Sole Dispositive Power
4,548
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,548
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11)
.06%
14. Type of Reporting Person*
OO
CUSIP No. 034164-10-3 Page 6 of 8
ITEM 1. SECURITY AND ISSUER
This schedule 13D is filed with respect to the Common Stock without
par value of The Andersons, Inc., 480 West Dussel Drive, Maumee,
Ohio 43537.
ITEM 2. IDENTITY AND BACKGROUND
This schedule 13D is filed by Richard P. Anderson (an individual and
United States Citizen), 480 West Dussel Drive, Maumee, Ohio 43537
and his wife, Frances H. Anderson.
The principal occupation of Richard P. Anderson is to serve as
Chairman of the Board of Directors and Chief Executive Officer of
The Andersons, Inc., 480 West Dussel Drive, Maumee, Ohio 43537. The
Andersons, Inc. is engaged primarily in agriculture, retail and
processing and manufacturing. Frances H. Anderson is a private
investor. Key Trust Company of Ohio, N.A., Trustee for: Richard P.
Anderson Trust for The Ohio State University and Richard P.
Anderson Trust for Michigan State University (collectively
"Trusts") are charitable remainder trusts with the principal
beneficiary Frances H. Anderson. Mr. Anderson disclaims
beneficial ownership of such shares.
None of the Reporting Persons has been convicted, during the past
five years, in a criminal proceeding (excluding traffic violations
or similar misdemeanors). During the past five years, none has been
a party to a civil proceeding resulting in a judgment, decree or
final order relating to any violation of federal or state securities
laws.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
The 290,862 shares of Common Stock described in Item 5 over which
Mr. Anderson has sole voting and investment power were purchased at
a cost of $1,414,760 (154,914 of these shares were acquired in the
merger transaction between The Andersons (a limited partnership) and
The Andersons Management Corp. (predecessor corporation of the
current registrant) at $8.60 per share (the "Merger")). Included in
these shares are 124,948 shares which Mr. Anderson has the right to
acquire from the Issuer through the exercise of a stock option from
the Issuer within 60 days. His wife, Frances H. Anderson, owns
156,897 shares of Common Stock, acquired at a cost of $1,349,114.
(154,897 of these shares were acquired in the Merger).
The Trusts own 9,096 shares of the Issuer which were acquired for
$78,226 in the Merger.
No borrowed funds were used for purchases of the securities.
CUSIP No: 034164-10-3 Page 7 of 8
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the purchases by Mr. Anderson, Mrs. Anderson and the
Trusts was to acquire shares for investment. Mr. Anderson may
purchase additional shares of The Andersons, Inc. from time to time
depending upon price, market conditions, availability of funds,
evaluation of other investment opportunities, and other factors.
Although Mr. Anderson and Mrs. Anderson have no present intention to
sell any shares of The Andersons, Inc., each could determine from
time to time, based upon the same set of factors just listed, to
sell some or all of the shares of The Andersons, Inc. that each
holds. The Trusts may from time to time sell small numbers of
shares of Common Stock to meet requirements of the Charitable
Remainder Trust Agreement.
Except as stated above, Mr. Anderson and Mrs. Anderson do not have
any plan or proposal which relates to any of the matters set forth
in Item 4(a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. Richard P. Anderson owns 290,862 shares of The Andersons, Inc.
Common Stock, or approximately 3.67% of the outstanding shares
(based upon 7,939,492 shares of common stock of The Andersons,
Inc. outstanding, at January 1, 1998). Included in the shares
are 124,948 shares which Mr. Anderson has the right to acquire
from the Issuer through the exercise of a stock option from the
Issuer within 60 days. His wife, Mrs. Anderson, holds
156,897 shares of The Andersons, Inc. Common Stock or
approximately 1.98% of the outstanding shares. The Trusts hold
9,096 shares of The Andersons, Inc. Common Stock or
approximately .11% of the outstanding shares.
b. Mr. Anderson has sole power to vote and dispose of the 290,862
shares held by him. Mr. Anderson and Mrs. Anderson share power
to vote and to dispose of the 156,897 shares owned by Mrs.
Anderson. With respect to the shares held by the Trusts, the
Trustee (Key Trust Company of Ohio, N.A.) has sole power to
vote and dispose of the 9,096 shares held.
c. During the past sixty days, Mr. Anderson received an option on
common shares of The Andersons, Inc. from the issuer at no
cost. Options received in lieu of salary on January 1, 1998
were for 42,254 shares which were immediately vested. Options
received under the Issuer's Long Term Performance Compensation
Program on January 1, 1998 were for 22,000 shares, of which 40%
were vested immediately.
CUSIP No: 034164-10-3 Page 8 of 8
d. With respect to the shares held by Mr. Anderson and Mrs.
Anderson, no person other than the holder has the right or
power to receive dividends from, or proceeds from the sale of,
such shares. With respect to the Trusts, Mrs. Anderson, as
principal beneficiary of the Trusts, has a right to the income
produced by the Trusts, if distributed.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
An agreement regarding the filing of joint statements on Schedule
13D and a power of attorney with respect to such filings is attached
as Exhibit 1.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated the 7th day of January, 1998.
/s/Richard P. Anderson
Richard P. Anderson
/s/Frances H. Anderson
Frances H. Anderson
Key Trust Company of Ohio, N.A., Trustee for:
Richard P. Anderson Trust for The Ohio State University
Richard P. Anderson Trust for Michigan State University
By:/s/Diane H. Ohns
EXHIBIT 1
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D
___________________________
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D to
which this Exhibit is attached, and such Schedule 13D is filed on behalf of
each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule
13D and any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Date: January 7, 1998
Richard P. Anderson
By:/s/Richard P. Anderson
Frances H. Anderson
By:/s/Frances H. Anderson
Key Trust Company of Ohio, N.A., Trustee for:
Richard P. Anderson Trust for The Ohio
State University
Richard P. Anderson Trust for Michigan
State University
By:/s/Diane H. Ohns
