SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] Annual Report Pursuant To Section 15(d) Of The Securities Exchange Act Of
1934 for the fiscal year ended December 31, 1998
or
[ ] Transition Report Pursuant To Section 15(d) Of The Securities Exchange Act
Of 1934 for the transition period from __________ to _____________
Commission file number 0-20557
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below: The Andersons, Inc. Retirement Savings
Investment Plan.
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office: The Andersons, Inc., 480 West Dussel
Drive, Maumee, Ohio 43537.
Independent Auditor's Report
To the Pension Committee
The Andersons, Inc. Retirement Savings Investment Plan
We have audited the accompanying statements of net assets available for plan
benefits of The Andersons, Inc. Retirement Savings Investment Plan as of
December 31, 1998 and 1997, and the related statement of changes in net assets
available for benefits for the year ended 1998. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
as of December 31, 1998 and 1997, and the changes in net assets available for
plan benefits for the year ended December 31, 1998 in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/Plante & Moran, LLP
May 13, 1999
Toledo, Ohio
The Anderson, Inc. Retirement Savings Investment Plan
Statement of Net Assets Available for Plan Benefits
December 31
---------------------------
1998 1997
Assets ------------- -------------
Investments (Note 4):
Mutual funds:
Spartan U.S. Equity Index Portfolio $ 27,397,638 $ 23,057,167
Fidelity Magellan Fund 20,445,294 14,933,104
Fidelity Growth and Income Portfolio 16,561,680 12,968,508
Fidelity U.S. Bond Index Portfolio 11,154,444 9,991,023
Fidelity Retirement Government Money Market 7,292,831 4,959,589
Janus Worldwide Fund 4,625,970 3,970,169
Fidelity Low-priced Stock Fund 1,228,364 1,853,312
Founders Balanced Fund 2,387,270 1,808,587
Fidelity Contrafund 2,050,433 1,731,538
Fidelity Value Fund 713,153 859,580
Janus Enterprise Fund 793,297 391,386
Fidelity Freedom Income Fund 55,017 -
Fidelity Freedom 2000 Fund 664 -
Fidelity Freedom 2010 Fund 212,572 -
Fidelity Freedom 2020 Fund 184,639 -
Fidelity Freedom 2030 Fund 51,545 -
The Andersons, Inc. Common Shares 354,785 -
Loans receivable from plan participants 2,241,638 1,839,244
------------ ------------
Net Assets Available for Plan Benefits $ 97,751,234 $ 78,363,207
============ ============
See Notes to Financial Statements
The Anderson, Inc. Retirement Savings Investment Plan
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 1998
Additions
Contributions:
Employees $ 3,191,356
Employer 1,160,158
Transfers from Other Qualified Plans 674,791
------------
Total contributions 5,026,305
Investment income:
Interest and dividends 4,561,273
Net realized and unrealized appreciation in
fair value of investments during the year 13,945,714
------------
Total additions 23,533,292
Deductions
Withdrawals by active and terminated participants 3,737,627
Investment fees 407,638
------------
Total deductions 4,145,265
------------
Net Additions 19,388,027
Net Assets Available for Benefits - Beginning of year 78,363,207
------------
Net Assets Available for Benefits - End of year $ 97,751,234
============
See Notes to Financial Statements
The Anderson, Inc. Retirement Savings Investment Plan
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 1998 and 1997
Note 1 - Significant Accounting Policies
The accounting records of The Andersons, Inc. Retirement Savings
Investment Plan (the "Plan") are maintained on the accrual basis by The
Andersons, Inc. (Plan Sponsor). Plan assets are maintained by Fidelity
Management Trust Company ("Trustee") and monitored by the Pension
Committee established by the Plan sponsor.
The preparation of the financial statements in conformity with
generally accepted accounting principles require management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
additions and deductions during the reporting period. Actual results
could differ from those estimates.
Withdrawals payable to participants at December 31 and unpaid have not
been deducted in determining assets available for benefits for
financial reporting purposes, but have been deducted from total assets
in the Plan's annual return on Form 5500. These benefit payments
amounted to $655,370 and $641,445 at December 31, 1998 and 1997,
respectively. Withdrawals for financial reporting purposes were
$13,925 lower in 1998 than the amounts reported on Form 5500 as a
result of this difference in accounting for benefit payments due
participants and unpaid at the end of the year.
Valuation of Investments - Investments are stated at fair value. The
fair values of the Plan's investments are based on net asset values on
the last business day of the Plan year. The change in the difference
between the fair value and the cost of investments is reflected in the
statement of changes in net assets available for plan benefits as net
realized and unrealized appreciation or depreciation in aggregate fair
value of investments during the year.
Note 2 - Description of the Plan
The Plan is a defined contribution plan that covers substantially all
employees of The Andersons, Inc., its wholly owned subsidiary, The
Andersons Mower Center, Inc. and The Andersons Tireman, an unrelated
employer (collectively, the Company). The Plan provides for
retirement, disability, retirement and death benefit for participants
who meet certain eligibility requirements, including one year of
service and attaining age 21.
Employee contributions may be made by salary reduction from 1 percent
to 15 percent of annual compensation (in .50 percent increments) for
each pay period of eligible participation in the Plan up to the maximum
annual contribution allowed by law. Employer contributions are made at
the rate of 50 percent of employee contributions, with a maximum
contribution of 3 percent of annual compensation. Participants are
fully vested in their contributions to the Plan.
Participants hired by The Andersons, Inc. and The Andersons Tireman
before January 1, 1993 vest immediately in the employer's matching
contributions and participants hired after December 31, 1992 vest
ratably over five years. Participants hired by The Anderson Motor
Center, Inc. before January 1, 1994 vest immediately in the employer's
matching contributions and participants hired after December 31, 1993
vest ratably over five years.
The Plan may accept "rollovers" of IRA or distributions from other
qualified defined benefit or contribution plans of The Andersons, Inc.
or former employers of participants.
Each participant directs Fidelity Management Trust Company to invest
any or all of his or her account in one or more of the following mutual
fund investments:
* Spartan U.S. Equity Index Fund invests primarily in the common stocks
of the 500 companies that make up the Standard & Poor's 500 Index
* Fidelity Magellan Fund seeks long-term capital appreciation through
investment in common stocks and convertible securities issued by
domestic or foreign companies
* Fidelity Growth and Income Fund invests primarily in common and
preferred stocks, convertible securities and fixed-income securities
of foreign or domestic companies that offer long-term growth while
providing current income
* Fidelity U.S. Bond Index Fund invests in U.S. Government and Agency
obligations, corporate obligations, mortgaged-backed obligations and
U.S. dollar-denominated obligations of foreign governments
* Fidelity Retirement Government Money Market Fund invests in
obligations issued or guaranteed as to principal and interest by the
U.S. government, its agencies or instrumentalities
* Janus Worldwide Fund invests primarily in common stocks of foreign
and domestic companies on a worldwide basis, whose size, share price
and return will vary
* Fidelity Low-Priced Stock Fund invests in stocks of undervalued or
small companies that offer the possibility for significant growth
* Founders Balanced Fund invests in a broad variety of common stocks of
foreign and domestic companies that provide current dividend income,
U.S. and foreign government obligations and corporate bonds
* Fidelity Contrafund invests in undervalued common stocks of smaller,
less well-known companies with the potential for significant growth
* Fidelity Value Fund invests in companies that possess valuable assets
or whose stock is undervalued and whose stock experience greater ups
and downs than other stocks
* Janus Enterprise Fund invests primarily in common stocks, it usually
invests at least 50 percent of its equity assets in securities of
medium-sized companies whose share price and return will vary
* Fidelity Freedom Funds invest in a combination of stocks, bonds and
money market mutual funds with allocation strategy tied to the target
retirement date.
* The Andersons, Inc. Common Shares invest in the stock of The
Andersons with performance directly tied to the performance of the
Company.
No assets of any individually directed account may be used for the
benefit of any other account or participant.
The Plan Sponsor has the right under the Plan to terminate the Plan and
the trust at any time. In the event of termination, participants
become fully vested in their individual accounts.
Forfeited balances of terminated accounts are used to reduce future
company contributions. The balance of forfeited nonvested accounts was
not material as of December 31, 1998 or 1997.
Additional information about the Plan agreement and the limitations on
contributions is available from the Personnel Department of the Plan
Sponsor in the form of an employee handbook or from designated
individuals of the participating employers.
Participants may borrow up to 50 percent of their vested account
balance. The minimum loan amount is $1,000 and the maximum is $50,000.
Each participant may only have one loan outstanding at one time and
each loan bears interest at a fixed rate equal to the prime rate at the
end of the quarter previous to initiation of the loan plus 1 percent.
The Company may make supplemental contributions to the Plan at its sole
discretion.
The Plan Sponsor pays substantially all costs of administering the
Plan, including trustee fees and the Plan pays investment fees.
Note 3 - Benefits
A participant is entitled to a benefit representing his or her
participation and the vested amount of employer contributions and
income thereon (including realized and unrealized gains and losses)
allocated to his account. Upon termination of employment due to
retirement, permanent disability, or death, a participant or his
beneficiary is entitled to receive distribution of his vested account
balance, in a lump sum or in monthly installments.
Withdrawals of employer and employee salary reduction contributions,
and related income thereon, during the participant's employment are
prohibited unless the employee can show immediate and extreme financial
hardship, as determined by the Pension Committee.
Note 4 - Investments
The Plan's investments at December 31, 1998 and 1997 are held by the
Trustee. During 1998, the Plan's investments (including investments
bought, sold, as well as held during the year) appreciated
(depreciated) in fair value as follows:
Net
Appreciation
(Depreciation)
in Fair Value
During Year
---------------
Mutual funds:
Spartan U.S. Equity Index Fund $ 5,673,566
Fidelity Magellan Fund 4,010,081
Fidelity Growth and Income Portfolio 2,772,338
Fidelity U.S. Bond Index Portfolio 209,236
Janus Worldwide Fund 913,694
Fidelity Low-priced Stock Fund (128,399)
Founders Balanced Fund 141,547
Fidelity Contrafund 321,985
Fidelity Value Fund (104,634)
Janus Enterprise Fund 97,970
Fidelity Freedom Income Fund 1,739
Fidelity Freedom 2000 Fund 8
Fidelity Freedom 2010 Fund 5,916
Fidelity Freedom 2020 Fund 8,526
Fidelity Freedom 2030 Fund 2,398
The Andersons, Inc. Common Shares 19,743
--------------
Total $ 13,945,714
==============
Note 5 - Transactions with Parties-in-Interest
Fees (paid by the Plan Sponsor) for legal, accounting and other
services rendered to the Plan were based on customary and reasonable
rates for such services.
Note 6 - Income Tax Status
The Internal Revenue Service ruled on August 29, 1996 and October 1,
1996 that the Plan for The Andersons, Inc. and The Andersons Tireman, a
participating employer, respectively, qualifies under Section 401(a) of
the Internal Revenue Code (the "Code") and that the trust, therefore,
is exempt from taxation. The Plan is required to operate in conformity
with the Code and ERISA to maintain its tax-exempt status. The Plan's
administrator is not aware of any course of action or series of events
that have occurred that might adversely affect the Plan's qualified
status.
<TABLE>
Note 7 - Participant Directed Investment Activity
<CAPTION>
The activity of the participant directed investments for the year ended December 31, 1998 is as follows:
Fidelity
Retirement
Fidelity Fidelity Government Fidelity
Spartan U.S. Fidelity Growth and U.S. Bond Money Janus Low-Priced Founders
Equity Magellan Income Index Market Worldwide Stock Balanced Fidelity
Index Fund Fund Portfolio Portfolio Fund Fund Fund Fund Contrafund
----------- ----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Contributions
Employees $ 624,414 $ 718,723 $ 647,007 $ 256,495 $ 201,229 $ 254,560 $ 104,251 $ 149,419 $ 112,377
Employer 227,123 273,331 233,775 98,490 59,841 91,014 37,279 58,632 40,352
Investment income
Interest and
dividends<F1> 657,808 1,087,950 1,021,893 720,214 330,618 69,498 139,227 157,096 167,415
Net realized
and unrealized
appreciation in
fair value of
investments 5,673,566 4,010,081 2,772,338 209,236 - 913,694 (128,399) 141,547 321,985
----------- ----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
Total additions 7,182,911 6,090,085 4,675,013 1,284,435 591,688 1,328,766 152,358 506,694 642,129
Deductions:
Withdrawals by
active and
terminated
participants 1,136,507 650,705 381,859 765,606 232,056 184,122 94,993 133,207 18,895
Investment fees 51,460 108,675 107,745 34,866 2,253 40,986 16,102 21,385 12,720
----------- ----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
Total deductions 1,187,967 759,380 489,604 800,472 234,309 225,108 111,095 154,592 31,615
Net additions
(deductions)
before interfund
transfers 5,994,944 5,330,705 4,185,409 483,963 357,379 1,103,658 41,263 352,102 610,514
Interfund
transfers (1,852,762) 90,940 (701,849) 589,262 1,948,577 (473,608) (682,489) 212,821 (322,191)
Transfers from
other qualified
plans 198,289 90,545 109,612 90,196 27,286 25,751 16,278 13,760 30,572
----------- ----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
Net additions
(deductions) 4,340,471 5,512,190 3,593,172 1,163,421 2,333,242 655,801 (624,948) 578,683 318,895
Net assets
available for
plan benefits
- December 31,
1997 23,057,167 14,933,104 12,968,508 9,991,023 4,959,589 3,970,169 1,853,312 1,808,587 1,731,538
----------- ----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
- -Net assets
available for
plan benefits
- December 31,
1998 $27,397,638 $20,445,294 $16,561,680 $11,154,444 $7,292,831 $4,625,970 $1,228,364 $2,387,270 $2,050,433
=========== =========== =========== =========== ========== ========== ========== ========== ==========
<FN>
<F1>
Includes participant loan interest income of $182,687 that was credited to the individual investment fund that the loan
was made.
</FN>
</TABLE>
<TABLE>
Note 7 - Participant Directed Investment Activity (Continued)
<CAPTION>
The activity of the participant directed investments for the year ended December 31, 1998 is as follows:
The
Fidelity Fidelity Fidelity Fidelity Fidelity Andersons
Fidelity Janus Freedom Freedom Freedom Freedom Freedom Inc.
Value Enterprise Income 2000 2010 2020 2030 Common Loans
Fund Fund Fund Fund Fund Fund Fund Shares Receivable Total
--------- --------- ---------- -------- -------- -------- -------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Contributions
Employees $ 69,214 $ 33,009 $ 569 $ 182 $ 7,540 $ 2,085 $ 6,350 $ 3,932 $ - $ 3,191,356
Employer 21,738 10,544 255 456 1,905 678 3,428 1,317 - 1,160,158
Investment income
Interest and
dividends<F1> 112,085 81,617 978 18 6,762 4,902 2,079 1,113 - 4,561,273
Net realized
and unrealized
appreciation in
fair value of
investments (104,634) 97,970 1,739 8 5,916 8,526 2,398 19,743 - 13,945,714
--------- --------- --------- ------- --------- --------- -------- --------- ---------- ------------
Total additions 98,403 223,140 3,541 664 22,123 16,191 14,255 26,105 - 22,858,501
Deductions:
Withdrawals by
active and
terminated
participants 36,323 19,761 - - - - - - 83,593 3,737,627
Investment fees 5,190 6,160 - - 96 - - - - 407,638
--------- --------- --------- ------- --------- --------- -------- --------- ---------- ------------
Total deductions 41,513 25,921 - - 96 - - - 83,593 4,145,265
Net additions
(deductions)
before interfund
transfers 56,890 197,219 3,541 664 22,027 16,191 14,255 26,105 (83,593) 18,713,236
Interfund
transfers (211,286) 172,328 51,476 - 190,545 158,736 24,032 319,481 485,987 -
Transfers from
other qualified
plans 7,969 32,364 - - - 9,712 13,258 9,199 - 674,791
--------- --------- --------- ------- --------- --------- -------- --------- ---------- ------------
Net additions
(deductions) (146,427) 401,911 55,017 664 212,572 184,639 51,545 354,785 402,394 19,388,027
Net assets
available for
plan benefits
- December 31,
1997 859,580 391,386 - - - - - - 1,839,244 78,363,207
--------- --------- -------- -------- --------- --------- -------- --------- ---------- ------------
Net assets
available for
plan benefits
- December 31,
1998 $ 713,153 $ 793,297 $ 55,017 $ 664 $ 212,572 $ 184,639 $ 51,545 $ 354,785 $2,241,638 $ 97,751,234
========= ========= ======== ======== ========= ========= ======== ========= ========== ============
<FN>
<F1>
Includes participant loan interest income of $182,687 that was credited to the individual investment fund that the loan
was made.
</FN>
</TABLE>
<TABLE>
The Andersons, Inc. Retirement Savings Investment Plan
Item 27a - Schedule of Assets Held for Investment Purposes
EIN 34-1562374 Plan 333 December 31, 1998
<CAPTION>
Issuer Identity of Issuer Cost Fair Value
- -------------------- ----------------------------------------------------- ------------ ------------
<S> <S> <C> <C>
Fidelity Investments Spartan U.S. Equity Index Fund - mutual fund $ 12,891,069 $ 27,397,638
Fidelity Investments Fidelity Magellan Fund - mutual fund 13,935,264 20,445,294
Fidelity Investments Fidelity Growth and Income Fund - mutual fund 10,522,278 16,561,680
Fidelity Investments Fidelity U.S. Bond Index Portfolio - mutual fund 10,975,455 11,154,444
Fidelity Investments Fidelity Retirement Government Money Market Fund -
mutual fund 7,292,831 7,292,831
Fidelity Investments Janus Worldwide Fund - mutual fund 4,089,253 4,625,970
Fidelity Investments Fidelity Low-priced Stock Fund - mutual fund 1,160,179 1,228,364
Fidelity Investments Founders Balanced Fund - mutual fund 2,186,396 2,387,270
Fidelity Investments Fidelity Contrafund - mutual fund 1,730,897 2,050,433
Fidelity Investments Fidelity Value Fund - mutual fund 824,658 713,153
Fidelity Investments Janus Enterprise Fund - mutual fund 722,119 793,297
Fidelity Investments Fidelity Freedom Income Fund - mutual fund 53,295 55,017
Fidelity Investments Fidelity Freedom 2000 Fund - mutual fund 656 664
Fidelity Investments Fidelity Freedom 2010 Fund - mutual fund 206,656 212,572
Fidelity Investments Fidelity Freedom 2020 Fund - mutual fund 176,113 184,639
Fidelity Investments Fidelity Freedom 2030 Fund - mutual fund 48,190 51,545
The Andersons, Inc. The Andersons, Inc. Common Shares 334,940 354,785
Participants Participant loans maturing in December 2003 with
interest ranging from 8.5 percent to 9.5 percent 2,241,638 2,241,638
------------ ------------
$ 69,391,887 $ 97,751,234
============ ============
</TABLE>
<TABLE>
The Andersons, Inc. Retirement Savings Investment Plan
Item 27d - Schedule of Reportable Transactions
EIN 34-1562374 Plan 333 Year Ended December 31,1998
<CAPTION>
Identity of Party Purchase Selling Cost of Fair Value Net Gain
involved Description of Assets Price Price Asset of Asset (Loss)
- ------------------ --------------------------------- ------------ ------------ ----------- ------------- -----------
Aggregate transactions
(Category (iii)) that
amount to more than 5
percent of the
beginning value of
total plan assets:
<S> <C> <C> <C> <C> <C> <C>
Fidelity Management
Trust Company Spartan U.S. Equity Index Fund -
mutual fund
225 purchases $ 8,734,094 $ - $ 8,734,094 $ 8,734,094 $ -
187 sales - 10,067,190 8,484,249 10,067,190 1,582,941
Fidelity Management
Trust Company Fidelity Magellan Fund -
mutual fund
216 purchases 6,831,503 - 6,831,503 6,831,503 -
179 sales - 5,329,395 4,836,010 5,329,395 493,385
Fidelity Management
Trust Company Fidelity Growth and Income Fund -
mutual fund
198 purchases 4,397,559 - 4,397,559 4,397,559 -
158 sales - 3,576,724 2,978,044 3,576,724 598,680
Fidelity Management
Trust Company Fidelity U.S. Bond Index Fund -
mutual fund
209 purchases 3,358,580 - 3,358,580 3,358,580 -
152 sales - 2,404,394 2,387,768 2,404,394 16,626
Fidelity Management
Trust Company Fidelity Retirement Government Money
Market fund - mutual fund
191 purchases 19,689,521 - 19,689,521 19,689,521 -
175 sales - 17,356,279 17,356,279 17,356,279 -
Fidelity Management
Trust Company Janus Worldwide Fund -
mutual fund
200 purchases 8,060,576 - 8,060,576 8,060,576 -
132 sales - 8,318,470 8,149,570 8,318,470 168,900
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange act of 1934, the Plan
Administrator has duly caused this Annual Report to be signed on its behalf by
the undersigned hereunto duly authorized.
The Andersons, Inc. Retirement Savings Investment Plan
(Name of Plan)
By: The Andersons, Inc.
Date: June 28, 1999 By /s/Michael J. Anderson
Michael J. Anderson
President and Chief Executive Officer
Date: June 28, 1999 By /s/Richard R. George
Richard R. George
Vice President and Controller
(Principal Accounting Officer)
Independent Auditors' Consent
The Board of Directors
The Andersons, Inc.
We consent to incorporation by reference in the registration statement (No.
333-53137) on Form S-8 of The Andersons, Inc., Inc. of our report dated May
13, 1999 relating to the statements of net assets available for benefits of
The Andersons, Inc. Retirement Savings Investment Plan as of December 31, 1998
and 1997, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1998, which report appears on the
December 31, 1998 report on Form 11-K of The Andersons, Inc.
/s/Plante & Moran, LLP
Toledo, Ohio
June 15, 1999
