As filed with the Securities and Exchange Commission on May 20, 1998
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_________________________
THE ANDERSONS, INC.
(Exact name of registrant as specified in its charter)
_________________________
Ohio 34-1562374
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification Number)
480 West Dussel Drive,
Maumee, Ohio 43537
(Address of Principal Executive Offices) (Zip Code)
_________________________
THE ANDERSONS, INC.
RETIREMENT SAVINGS INVESTMENT PLAN
(Full title of the plans)
Beverly J. McBride
The Andersons, Inc.
480 West Dussel Drive
Maumee, Ohio 43537
(Name and address of agent for service)
(419) 893-5050
(Telephone number, including area code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be price per aggregate registration
be registered registered share (1) offering price (1) fee
Common Shares,
no par value 1,950,000 shares $ 10.35 $19,665,000 $6,781.03
(1) Computed on the basis of the price at which stock of the same class was
sold for the period from May 11, 1998 through May 15, 1998, pursuant to
Rule 457(h) of the Securities Act of 1933, as amended, solely for the
purpose of calculating the amount of the registration fee.
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).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Omitted from this Registration Statement in accordance with Rule 428
under the Securities Act of 1933 (the "Securities Act") and the Note to Part 1
of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information
Omitted from this Registration Statement in accordance with Rule 428
under the Securities Act and the Note to Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by The Andersons, Inc. (the "Corporation")
with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference except to the extent any statement or
information therein is modified, superseded or replaced by a statement
incorporated herein by reference:
(a) The Corporation's Registration Statement on Form S-4, dated October
26, 1995, filed with the Commission on October 26, 1995 (the "S-4 Registration
Statement") relating to the merger (the "Merger") of The Andersons, an Ohio
limited partnership (the "Partnership"), with and into the Corporation,
pursuant to which all securities of the Partnership and the Corporation were
converted into the Corporation's common shares, no par value (the "Common
Shares").
(b) The description of the Corporation's Common Shares contained in Item
1 of the Corporation's Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on October 19, 1995.
(c) All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such
reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is
incorporated or 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 Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None
Item 6. 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 Law, 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
directors 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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Document
4.1 Articles of Incorporation of the Corporation (incorporated by
reference from Exhibit 3.3 of the S-4 Registration Statement).
23.1 Consent of Independent Auditors.
24.1 Power of Attorney (included on signature page).
**In lieu of an opinion of counsel concerning compliance with the requirements
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")
and an Internal Revenue Service ("IRS") determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code of 1986, as amended,
the Registrant has submitted the Plan and will submit any amendments thereto
to the IRS in a timely manner and will make all changes required by the IRS in
order to maintain the qualified status of the Plan.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes (1) to file, during any
period in which offers or sales are being made, a posteffective amendment to
this Registration Statement to include any material information with respect
to the plan of distribution in the Plan not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; (2) that, for the purpose of determining any liability
under the Securities Act, 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; and (3) 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 May 20, 1998.
THE ANDERSONS, INC.
By: \s\Richard P. Anderson
Its: Chairman of the Board and CEO
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Richard P. Anderson and Michael J. Anderson and each
of them signing singly, his true and lawful agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
power and authority to do and perform each and every act and thing requisite
or necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement and Power of Attorney has been signed by the following persons in
the capacities and as of the date indicated.
* * * * *
Signature Title Date
\s\Richard P. Anderson 5/20/98
Richard P. Anderson Chairman of the Board and
Chief Executive Officer, Director
\s\Michael J. Anderson 5/20/98
Michael J. Anderson Chief Operating Officer, Director
\s\Thomas H. Anderson 5/20/98
Thomas H. Anderson Chairman Emeritus, Director
\s\Gary L. Smith 5/20/98
Gary L. Smith Vice President, Finance and Treasurer
\s\Richard R. George 5/20/98
Richard R. George Vice President, Controller and
Principal Accounting Officer
\s\Donald E. Anderson 5/20/98
Donald E. Anderson Director
\s\Richard M. Anderson 5/20/98
Richard M. Anderson Director
\s\John F. Barrett 5/20/98
John F. Barrett Director
\s\Paul M. Kraus 5/20/98
Paul M. Kraus Director
\s\Donald L. Mennel 5/20/98
Donald L. Mennel Director
\s\David L. Nichols 5/20/98
David L. Nichols Director
\s\Dr. Sidney A. Ribeau 5/20/98
Dr. Sidney A. Ribeau Director
\s\Charles A. Sullivan 5/20/98
Charles A. Sullivan Director
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to The Andersons, Inc. Retirement Savings Investment
Plan of our report dated January 26, 1998, with respect to the consolidated
financial statements and schedule of The Andersons, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Toledo, Ohio
May 20, 1998
