As filed with the Securities and Exchange Commission on June 16, 1999
Registration No. 333-
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.
AMENDED AND RESTATED LONG-TERM PERFORMANCE COMPENSATION 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 500,000 shares $ 12.81 $6,405,000 $1780.59
(1) Computed on the basis of the price at which stock of the same class was
sold on June 11, 1999, 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.
PART II
INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
General Instruction E Information
This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of The Andersons, Inc. (the "Company") relating to the
Amended and Restated Long Term Performance Compensation Plan is effective.
The Company's Form S-8 Registration Statements Nos. 333-01249 and 333-08984
are hereby incorporated by reference.
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by the Company under the Securities and
Exchange Act of 1934, as amended are incorporated herein by reference to this
Registration Statement.
* Annual Report on Form 10-K for the year ended December 31, 1998;
* Quarterly report on Form 10-Q for the quarter ended March
31, 1999; and
* Current report on Form 8-K dated January 14, 1999; and
* The description of the Company's Common Shares contained in Item 1 of
the Company's registration statement on Form 8-A filed with the
Commission on October 19, 1995.
All other reports filed by the company pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of such fiscal year are also
incorporated by reference. In addition, all documents filed by the Company
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 other 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 8. Exhibits.
Exhibit Number Description of Document
4 The Andersons, Inc. Amended and Restated Long-Term Performance
Compensation Plan (incorporated by reference from Appendix A to the
Proxy Statement for the Annual Meeting of Shareholders held on April 22,
1999)
23.1 Consent of Independent Auditors.
24.1 Power of Attorney
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 June 16, 1999.
THE ANDERSONS, INC.
By: /s/Michael J. Anderson
Its: President and CEO
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and as of
the date indicated.
Signature Title Date
/s/Richard P. Anderson*
Richard P. Anderson Chairman of the Board, Director 6/16/99
/s/Michael J. Anderson
Michael J. Anderson Chief Executive Officer, President,
Director
(Principal Executive Officer) 6/16/99
/s/Thomas H. Anderson*
Thomas H. Anderson Chairman Emeritus, Director 6/16/99
/s/Gary L. Smith*
Gary L. Smith Vice President, Finance and
Treasurer
(Principal Financial Officer) 6/16/99
/s/Richard R. George*
Richard R. George Vice President and Controller
(Principal Accounting Officer) 6/16/99
/s/Donald E. Anderson*
Donald E. Anderson Director 6/16/99
/s/Richard M. Anderson*
Richard M. Anderson Director 6/16/99
/s/John F. Barrett*
John F. Barrett Director 6/16/99
/s/Paul M. Kraus*
Paul M. Kraus Director 6/16/99
/s/Donald L. Mennel*
Donald L. Mennel Director 6/16/99
/s/David L. Nichols*
David L. Nichols Director 6/16/99
/s/Sidney A. Ribeau*
Dr. Sidney A. Ribeau Director 6/16/99
/s/Charles A. Sullivan*
Charles A. Sullivan Director 6/16/99
/s/Jacqueline F. Woods*
Jacqueline F. Woods Director 6/16/99
* By /s/Michael J.. Anderson 6/16/99
Attorney-in-fact
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. Amended and Restated Long Term
Performance Compensation Plan of our report dated January 25, 1999, with
respect to the consolidated financial statements of The Andersons, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1998 and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Toledo, Ohio
June 16, 1999
Exhibit 24.1
POWER OF ATTORNEY
The Andersons, Inc. Registration Statement
Long-Term Performance Compensation Plan
KNOW ALL PERSONS BY THESE PRESENTS:
That each person whose signature appears below constitutes and
appoints Michael J. Anderson and Richard P. Anderson, and each of them signing
singly, his/her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him/her and in his/her name, place and
stead in any and all such capacities, to sign any and all instruments which
said attorney or attorneys may deem necessary or advisable in order to enable
the Company to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with the
filing of any Registration Statement to be filed with the Commission under the
Securities Act relating to shares of the Company's Common Stock issued or
issuable under the Company's Long-Term Performance Compensation Plan,
including, without limitation, power and authority to sign his/her name to any
such Registration Statement and any and all amendments (including post-
effective amendments) to any such Registration Statement, and to file the
same, with all exhibits thereto and any other documents in connection
therewith, with the Commission, and grants unto each of said attorneys and
his/her substitutes full power and authority to do and perform, in the name
and on behalf of the undersigned, every act whatsoever necessary or advisable
to be done in the premises, as fully and to all intents and purposes as the
undersigned might or could do in person. The undersigned does hereby ratify
and confirm all that such attorneys and agents shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 16th day of June, 1999.
/s/Richard P. Anderson
Richard P. Anderson Chairman of the Board, Director 6/16/99
/s/Michael J. Anderson
Michael J. Anderson Chief Executive Officer, President,
Director
(Principal Executive Officer) 6/16/99
/s/Thomas H. Anderson
Thomas H. Anderson Chairman Emeritus, Director 6/16/99
/s/Gary L. Smith
Gary L. Smith Vice President, Finance and Treasurer
(Principal Financial Officer) 6/16/99
/s/Richard R. George
Richard R. George Vice President and Controller
(Principal Accounting Officer) 6/16/99
/s/Donald E. Anderson
Donald E. Anderson Director 6/16/99
/s/Richard M. Anderson
Richard M. Anderson Director 6/16/99
/s/John F. Barrett
John F. Barrett Director 6/16/99
/s/Paul M. Kraus
Paul M. Kraus Director 6/16/99
/s/Donald L. Mennel
Donald L. Mennel Director 6/16/99
/s/David L. Nichols
David L. Nichols Director 6/16/99
/s/Sidney A. Ribeau
Dr. Sidney A. Ribeau Director 6/16/99
/s/Charles A. Sullivan
Charles A. Sullivan Director 6/16/99
/s/Jacqueline F. Woods
Jacqueline F. Woods Director 6/16/99
