As filed with the Securities and Exchange Commission on May 26, 1999
Registration No. _____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933
______________________
THE ANDERSONS, INC.
(Exact name of registrant as specified in its charter)
Ohio 5150 34-1562374
(State or other (Primary Standard (I.R.S. employer
jurisdiction Industrial identification
of incorporation or Classification Code number)
organization) Number)
480 West Dussel Drive
Maumee, Ohio 43537
(419) 893-5050
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
______________________
Beverly J. McBride
The Andersons, Inc.
480 West Dussel Drive
Maumee, Ohio 43537
(419) 893-5050
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
______________________
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of the registration
statement.
If the securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
Proposed Proposed
Title of Each Maximum Maximum
Class of Offering Aggregate
Securities to be Amount to be Price Per Offering Price Amount of
registered Registered Unit (1) Registration Fee
7 % Ten-Year
Debentures $8,000,000 100% $ 8,000,000 $2,224
6.3 % Five Year
Debentures $12,000,000 100% $12,000,000 $3,336
-------------- ---------
Total $20,000,000 $5,560
(1) Estimated solely for purpose of computing the registration fee pursuant to
Rule 457(f) under the Securities Act of 1933, as amended.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
This Prospectus is not complete and was filed on May 26, 1999.
[LOGO]
PROSPECTUS
$8,000,000 7% Ten Year Debentures
$12,000,000 6.3% Five Year Debentures
($1,000 minimum investment)
The Andersons, Inc.
480 West Dussel Drive
Maumee, Ohio 43537
(419)893-5050
______________________________________________________________________________
Terms of Debentures
* Debentures will be issued the first of the month following our receipt of
payment. Interest begins to accrue on that day.
* Interest will be paid to you annually on the anniversary of the date issued.
* We may redeem debentures at any time by paying you principal plus accrued
interest.
* No sinking fund will be provided; These debentures are not secured.
Terms of Sale
* There is no established trading market for the debentures.
* We will sell debentures continuously until they are all sold or the offering
is terminated.
* There are no underwriters or commissions to be paid. We are selling
directly to you.
* We will receive all proceeds from the sale of debentures. We expect the
expenses of this offering to approximate $32,560.
You should carefully consider the Risk Factors identified that we
have listed beginning on page 4.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
The date of this Prospectus is ________________, 1999
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. The SEC maintains an internet site at http://www.sec.gov that
contains reports, proxy and information statements, and other information,
regarding issuers that file documents with the SEC electronically.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until we sell all of the debentures.
* Annual Report on Form 10-K for the year ended December 31, 1998;
* Current Report on Form 8-K dated January 14, 1999.
* Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
This prospectus is part of a registration statement we filed with the SEC.
Any person, including any beneficial owner, may request a copy of these
filings, at no cost, by contacting us as follows:
Investor Relations
Gary Smith
Vice President, Finance & Treasurer
The Andersons, Inc.
480 West Dussel Drive
Maumee, Ohio 43537
(419)891-6417
email:[email protected]
You should rely only on the information incorporated by reference or provided
in this prospectus or any supplement. We have not authorized anyone else to
provide you with different information. We are not making an offer of these
debentures in any state where the offer is not permitted. You should not
assume that the information in this prospectus is accurate as of any date other
than the date on the front of this document. We undertake no obligation to
update any of the information in this Prospectus, except as provided by law.
Table of Contents
Page
Summary 3
Risk Factors 4
Use of Proceeds 4
Capitalization 5
Description of Debentures 5
Plan of Distribution 8
Legal Opinions 8
Experts 8
Summary
This page summarizes important points about us and about the debentures that
we are selling. It is important that you read the more detailed information
about the debentures that we are offering included later in the document and
the information about us that we are incorporating by reference.
The Andersons, Inc.
We are engaged in several businesses including agriculture, processing,
manufacturing and retail. Our Agriculture Group operates grain elevators,
merchandises grain and distributes agricultural fertilizer. Our Processing
Group produces lawn fertilizer and corncob products. Our Manufacturing Group
buys, sells, leases and repairs railcars and our Retail Group operates six
large home centers and a distribution center. We also operate several other,
smaller businesses. We have been in existence since 1947 and have sold
debentures under similar terms to this offering for many years. Our principal
administrative offices are located at 480 West Dussel Drive, Maumee, Ohio
43537. Our telephone number is (419) 893-5050.
Our Offer
Securities $ 8,000,000 principal amount 7 % Ten-Year Debentures.
$12,000,000 principal amount 6.3 % Five-Year Debentures.
Offered directly by the Company.
$1,000 minimum principal investment.
Redemption Redeemable at maturity or at the option of the Company.
Use of Proceeds Payment of current maturities of long-term debt with the
remainder added to working capital and general
corporate purposes.
Ratio Of Earnings To Fixed Charges
Three months
ended March 31 Year ended December 31
1999 1998 1998 1997 1996 1995 1994
-----------------------------------------------
Ratio of earnings to
fixed charges 1.02 0.63 1.97 1.50 1.67 1.58 2.38
Summary Financial Information
(In thousands)
Quarter ended
March 31 Year ended December 31
1999 1998 1998 1997 1996
----------------------------------------------------
Sales and merchandising
revenues $199,965 $221,221 $1,098,722 $993,746 $1,150,304
Income (loss) before
income taxes 66 (1,327) 13,006 6,255 11,891
Net income (loss) 44 (824) 9,752 4,074 6,406
Per share data:
Basic 0.01 (0.10) 1.21 0.50 0.76
Diluted 0.01 (0.10) 1.20 0.50 0.76
Dividends paid 0.05 0.04 0.16 0.12 --
As of March 31 As of December 31
1999 1998 1998 1997 1996
----------------------------------------------------
Working Capital $ 66,603 $ 50,829 $ 65,898 $ 53,595 $ 61,649
Total Assets 395,663 383,048 360,823 368,244 346,591
Long-term debt 71,757 65,114 71,565 65,709 68,568
Shareholders' equity 82,324 71,471 82,734 72,201 73,249
Certain Risk Factors
Following are factors that we believe you should consider before making an
investment decision.
Seasonality; Weather Conditions
Many of our operations are dependent on weather conditions. The success of
our Agriculture Group 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 Processing Group manufactures and distributes lawn fertilizer
for home and professional use and its sales are highly seasonal with the
majority 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 also highly seasonal with a
majority of sales generated in the second and fourth quarters.
Supply and Demand of Commodities
Our Agriculture Group buys, sells and holds inventories of various
commodities, some of which are readily traded on commodity futures exchanges.
Our Processing Group uses some of these same commodities as base raw materials
in its lawn fertilizer. Changes in the supply and demand of these commodities
can affect the value of inventories that we hold as well as the price of raw
materials for our Processing Group. We hedge the majority of our grain
inventory positions including purchase and sale contracts, however, we are
unable to hedge 100% of the price risk of each transaction due to timing,
availability of hedge contracts and third party credit risk.
Absence of Public Market for Debentures; Effect of Interest Rate Changes
We don't intend to list these Debentures on any national securities exchange
or on the Nasdaq national market. We don't expect any trading market to
develop. Because of this, we can't provide assurance that any market will
develop for the Debentures. If you want to sell your Debentures, we can't
assure you that a willing buyer will be found or at what price you might be
able to sell. In addition, because the interest rates on the Debentures are
fixed, an increase in general interest rates would negatively impact the value
of the Debentures and consequently any market that may develop.
Subordinated Obligations; Additional Leverage not Restricted
Our obligations under the Indenture are subordinate and junior in right of
payment to all of our senior indebtedness. The Debentures are of equal rank
with other debenture bonds of the Company due through 2009 at interest rates
ranging from 6.5% to 8.7%. We are able to incur additional indebtedness or
issue other securities that would be senior to the Debentures under the
Indenture.
Call Feature of the Debentures
You may redeem the Debentures on their maturity date for the principal amount
plus accrued interest. We hold the option to call the Debentures at any time,
paying principal plus interest at the date that they are called. Although we
don't plan to call these debentures before their maturity, we can't guarantee
that this will not happen. You, as a holder of Debentures, don't have the
option to require us to purchase your Debentures.
Absence of Debenture Rating
The Debentures have not been rated by an independent rating organization. We
don't plan to seek an independent rating at this time.
Use Of Proceeds
The offering is not underwritten, and we don't know how many of the
Debentures will sell or when they will be sold. The proceeds we receive from
the sale of the Debentures (after deducting our expenses) will be used first
for the payment of current maturities of long-term debt as scheduled.
Following are our current maturities as of March 31, 1999 (in thousands):
Debenture bonds due 1999-2000, interest rates from 6.5% to 8% $ 626
Notes payable, due quarterly with balance due in 2004, interest
rate 7.8% 1,592
Note payable, variable rate (5.8% at March 31, 1999) payable
quarterly with balance due in 2002 1,345
Industrial development revenue bond due 1999, interest rate 6.5% 1,000
Industrial development revenue bond due 2004 with annual payments,
variable interest rate (5.2% at March 31, 1999) 881
Other 548
------
$5,992
======
There is no time limit to this offering, and we plan to continue the sale
of the Debentures indefinitely or until they are completely sold. We are
not requiring a minimum sale of Debentures under this offering, and if the
amount sold does not cover our current maturities, we will fund those payments
either through cash provided by operations or with borrowings on our short-term
lines of credit.
Our secondary use for proceeds will be to add to working capital. Increases
in working capital will allow us to reduce our short-term borrowings.
Capitalization
Following are the details (in thousands) of our consolidated capitalization
as of March 31, 1999. We haven't included the effect of the receipt of any
proceeds from this offering of Debentures, since the amount of proceeds and
when the proceeds will be received is uncertain.
Long-term debt:
Notes payable $ 40,998
Debenture bonds 23,901
Industrial development revenue bonds 6,806
Other 52
----------
Total long-term debt 71,757
Minority interest
694
Shareholders' equity:
Common shares 84
Additional paid-in capital 67,219
Treasury shares (2,550)
Other (312)
Retained earnings 17,883
Total shareholders' equity 82,324
----------
Total capitalization $155,004
==========
See Notes 6, 7, and 10 to our Consolidated Financial Statements for
additional information as to the lines of credit, long-term debt and leases and
related commitments.
Description of Debentures
The Debentures we are offering are to be issued under an Indenture between us
and Fifth Third Bank, as Trustee (the "Trustee"). The original Indenture
agreement was dated as of October 1, 1985, and has been supplemented by a
Seventeenth Supplemental Indenture, dated as of August 14, 1997. The
Seventeenth Supplemental Indenture was created to authorize a new series of
debentures that were registered and issued from 1997 to the present. We
confirmed our liability for the interest and principal payment of these
debentures as well as compliance with the original indenture. 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. Following are summaries of certain provisions of the Indenture that
are not complete definitions. Please refer to the Seventeenth Supplemental
Indenture a copy of which is filed as an exhibit to our 1999 Annual Report on
Form 10-K or the original Indenture as previously filed. If particular
Sections or defined terms of the Indenture are referred to in this Prospectus,
we intend that such Sections or defined terms shall be incorporated by
reference from the original Indenture documents.
General
The Indenture does not limit the principal amount of the Debentures, either
in the aggregate or as to any series. The Debentures will be unsecured direct
obligations of the Company and any successor entities.
We may not merge or consolidate or sell substantially all of our assets as
an entirety unless the successor entity expressly assumes the payment of
principal and interest on all outstanding Debentures
Although we have no present plans, understandings or arrangements, we may
issue unsecured debt in the future. This new unsecured debt may have terms
that would be senior to the Debentures. If we become subject to any insolvency
or bankruptcy proceedings, or any other receivership, liquidation,
reorganization or similar proceedings, the holders of any such senior debt as
well as holders of any of our secured debt 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 our issuance 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 2009 at
interest rates ranging from 6.5% to 8.7%. See Note 7 of the Notes to our
Consolidated Financial Statements for more information about our 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.
We will issue Debentures on the first of the following month after we receive
payment for the Debentures. The Debentures we are offering will be due in
either five years or ten years from their Original Issue Date. This maturity
date is subject to our right to redeem the Debentures at any time by paying the
holder the principal amount plus accrued interest to the date of redemption
(Section 1101). The Debentures will bear interest at the annual rate shown on
the front cover of this Prospectus. The interest payment will be made annually
to the holder of record at the close of business on the fifteenth day of the
month preceding the Interest Payment Date and will first occur one year from
the Original Issue Date. (Section 301.) Principal and interest will be
payable, and the Debentures will be transferable, at the office of the Trustee,
Fifth Third Bank, Corporate Trust Services, Mail Drop 1090D2, 38 Fountain
Square Plaza, Cincinnati, Ohio, 45263. We may, however, make any payment of
interest or principal by check mailed to the address of the holder of record 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 of $1,000. (Section 302.) No
service charge will be made for any transfer or exchange of Debentures, but we
may require payment of an amount sufficient to cover any tax or other
governmental charge payable in connection with a transfer or exchange.
(Section 305.)
We may issue Debentures in series from time to time with an aggregate
principal amount as is authorized by our Board of Directors. (Section 311.)
The Debentures do not provide for any sinking fund. At March 31, 1999, we had
outstanding Debentures with a principal amount of $23.9 million.
Modification and Waiver
We can't modify the Indenture without the approval of the holders of 66
2/3 % of the principal of all outstanding debentures that would be affected by
the modification. Specifically, the following modifications need support of 66
2/3% of holders:
* A change to the stated maturity date of the principal of any
Debenture;
* A change to the stated payment date of interest;
* A reduction of the principal amount of any Debenture;
* A reduction of the interest paid on any Debenture;
* A change to the place or currency of payment of principal or interest
on any Debenture;
* A limitation on the right to institute suit for the enforcement of any
payment on or with respect to any Debenture;
* A reduction of the above-stated percentage of holders of Debentures
necessary to modify or amend the Indenture; or
* A modification of the foregoing requirements or reduction of the percentage
of outstanding Debentures necessary to waive any past default to less than
a majority.
Holders of a majority of the principal amount of the outstanding
Debentures may waive compliance by the Company with certain restrictions.
(Sections 902 and 513)
Events of Default
The following are events of default:
* failure to pay principal when due;
* failure to pay any interest when due, continued for 30 days;
* failure to perform any other indenture covenant of the Company, continued
for 60 days after written notice; and
* certain events in bankruptcy, insolvency or reorganization.
If we don't make payments of principal or interest, the Trustee must provide
you with a notice of default. For any other event of default, the Trustee is
not required to send notice to you if it considers withholding the notice to be
in your best interest. (Section 501 and 602.)
If an event of default happens and is not cured, either the Trustee or the
holders of 25% or more of the principal amount of the Debentures may accelerate
the maturity of all outstanding Debentures.
Holders of a majority of the principal amount of the outstanding Debentures
may waive a default that would normally result in acceleration of the
Debentures, but only if all defaults have been remedied and all payments due
have been made. (Sections 502 and 513.)
You have 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
Except for its duties in the case of default as described previously, the
Trustee is not required 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 may determine the time,
method and place of conducting proceedings for any remedy available to the
Trustee, or of exercising any trust or power conferred upon the Trustee.
(Section 512.)
We are required to furnish to the Trustee an annual statement on our
performance or fulfillment of covenants, agreements or conditions in the
Indenture and the absence of events of default. (Section 1004.)
Plan of Distribution
This offering of Debentures is not underwritten. We are selling the
Debentures directly to you without any intermediaries. There is no time limit
to this offering and we plan to continue the sale of the Debentures
indefinitely or until they are completely sold. We can't be sure of the amount
of Debentures that we may ultimately sell. We are selling the Debentures for
our own account and not paying commissions to anyone.
Legal Opinions
Beverly J. McBride, our Vice President, General Counsel and Secretary has
issued an opinion regarding certain legal matters and matters with respect
to Ohio law. She owns 39,099 of our common shares and has the option to
purchase 12,160 additional common shares. She also holds 600 restricted shares
that have not yet vested.
Experts
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule incorporated by reference in our Annual
Report on Form 10-K for the year ended December 31, 1998, as set forth in their
report, which is incorporated by reference in this prospectus and elsewhere in
the registration statement. Our financial statements and schedule are
incorporated by reference in reliance on Ernst & Young LLP's report, given on
their authority as experts in accounting and auditing.
- ------------------------------------------------------------------------------
You should rely only on the information contained in or incorporated by
reference in this prospectus. We have authorized no one to provide you
with different information.
We are not making an offer of these securities in any location where the
offer is not permitted.
You should not assume that the information in this prospectus, including
information incorporated by reference, is accurate as of any date other
than the date on the front of the prospectus.
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution
The following are additional estimated expenses of the offering described in
the Prospectus:
Printing $ 10,000
Accounting fees 8,000
Legal fees 4,000
Blue Sky Qualifications and Expenses 3,000
Securities and Exchange Commission filing fees 5,560
Miscellaneous 2,000
--------
Total $ 32,560
========
Item 15. 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 16. Exhibits.
Exhibit
Number Description
3.1 Articles of Incorporation (Incorporated by reference to Exhibit 3.3
to Registration Statement No. 33-58963).
3.2 Code of Regulations (Incorporated by reference to Exhibit 3.4 to
Registration Statement No. 33-58963).
4.1 Form of Indenture dated as of October 1, 1985, between The
Andersons and Ohio Citizens Bank, as Trustee. (Incorporated by
reference to Exhibit 4(a) in Registration Statement No. 33-819).
4.2 The Seventeenth Supplemental Indenture dated as of August 14, 1997,
between The Andersons, Inc. and Fifth Third Bank, successor Trustee
to an Indenture between The Andersons and Ohio Citizens Bank, dated
as of October 1, 1985 (Incorporated by reference to Exhibit 4.4 to
registrant's 1998 Annual Report on Form 10-K).
5.1 Opinion of Beverly J. McBride, dated May 25, 1999, as to the
validity of the securities being registered hereby.
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Independent Auditors.
23.2 Consent of Beverly J. McBride (included in the opinion filed as Exhibit
5.1).
24.1 Powers of Attorney (included on signature page).
25 Statement of Eligibility and Qualification on Form T-1 of Fifth
Third Bank, as Trustee under the Trust Indenture Act of 1939
(Incorporated by reference to Exhibit 26 in Registration Statement 33-
62442).
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of
the offering.
(d) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration statement 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.
(e) To file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of section 310 of the Trust
Indenture Act ("Act") in accordance with the rules and regulations prescribed
by the Commission under section 305(b)(2) of the Act.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 this 26th day of May, 1999.
THE ANDERSONS, INC.
By:/s/Michael J. Anderson
Michael J. Anderson
President and Chief Executive Officer
KNOW ALL MEN 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 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 premises, as fully to all intents and purposes as
he/she 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 of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/Michael J. Anderson President 5/26/99
Michael J. Anderson Chief Executive Officer
(Principal Executive Officer)
/s/Richard R. George Vice President and Controller 5/26/99
Richard R. George (Principal Accounting Officer)
/s/Gary L. Smith Vice President, Finance and 5/26/99
Gary L. Smith Treasurer
(Principal Financial Officer)
/s/Richard P. Anderson Chairman of the Board 5/26/99
Richard P. Anderson Director
/s/Donald E. Anderson Director 5/26/99
Donald E. Anderson
/s/Richard M. Anderson Director 5/26/99
Richard M. Anderson
/s/Thomas H. Anderson Director 5/26/99
Thomas H. Anderson
/s/John F. Barrett Director 5/26/99
John F. Barrett
/s/Paul M. Kraus Director 5/26/99
Paul M. Kraus
/s/Donald L. Mennel Director 5/26/99
Donald L. Mennel
/s/David L. Nichols Director 5/26/99
David L. Nichols
/s/Sidney A. Ribeau Director 5/26/99
Dr. Sidney A. Ribeau
/s/Charles A Sullivan Director 5/26/99
Charles A. Sullivan
/s/Jacqueline F. Woods Director 5/26/99
Jacqueline F. Woods
SUBSCRIPTION AGREEMENT
FOR 7% TEN-YEAR DEBENTURES AND 6.3% FIVE-YEAR DEBENTURES OF
THE ANDERSONS, INC.
(I)(We) hereby subscribe for:
______________________________ multiple(s) of 7% Ten-Year Debentures
______________________________ multiple(s) of 6.3% Five-Year Debentures
of The Andersons, Inc. at face value. Each multiple is $1,000. Herewith find
$_________________ in full payment thereof.
The Debentures should be registered and issued in the following mode of
ownership: (ONLY ONE MODE OF OWNERSHIP MAY BE SELECTED)
1. ______________________ an individual.
(Name)
2. ______________________ and ______________________ as joint tenants with
(Name) (Name) right of survivorship
and not as tenants
in common.
3. ______________________ and ______________________ as tenants in common.
(Name) (Name)
4. ______________________ as custodian for ___________________ under the
(Name) (Name) Uniform Gifts
to Minors Act,
as applicable.
5. ______________________ trustee for ____________________.
(Name) (Name)
Trust Name ___________________ Date of Trust ______________
6. ______________________ TOD __________________ subject to STA TOD Rules.
(Name) (Name)
I acknowledge receipt of a copy of the current Prospectus of The
Andersons, Inc. with respect to the offering of the above Debentures subscribed
for hereby which will be issued, and interest will begin to accrue, as of the
first day of the month following the month in which payment of the Debentures
has been received by The Andersons, Inc. Under the penalties of perjury,
I certify that the information listed below is true, correct and complete.
Dated __________________________ Signed _______________________________
Signed _______________________________
Please print name, address, social security number and telephone number of
registered owner(s).
_________________________________ ___________________________________
(Name) (Name)
_________________________________ ___________________________________
(Street) (Street)
_________________________________ ___________________________________
(City, State, Zip Code) (City, State, Zip Code)
_________________________________ ___________________________________
(Social Security Number or (Social Security Number or
Federal I.D. Number) Federal I.D. Number)
_________________________________ ___________________________________
(Area Code)(Telephone Number) (Area Code)(Telephone Number)
Make check payable to: The Andersons, Inc. You are required to complete the W-
9 Form on the reverse side of
Mail to: The Andersons, Inc., this subscription.
Assistant Treasurer,
PO Box 119, Maumee, Ohio 43537
W-9 Form
Important Tax Information
We ask that you complete this substitute form W-9, sign in the space provided,
and return it, with the subscription agreement to: The Andersons, Inc.
PO Box 119
Maumee, Ohio 43537
A) Is your name and address correct on the preceding subscription form?
_____ Yes _____ No (If No, please correct it on the subscription agreement.)
B) Taxpayer Identification Number (TIN). - Enter your TIN in the space
provided below:
Employer Identification Number ___ ___ - ___ ___ ___ ___ ___ ___ ___
-OR-
Social Security Number ___ ___ ___ - ___ ___ - ___ ___ ___ ___
C) Please check the appropriate box: [] Individual / Sole Proprietor
[] Corporation
[] Partnership
[] Other ____________
D) Certification: Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification
number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified
me that I am no longer subject to backup withholding.
Certification instructions: You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax return.
Signature: _________________________ Title:__________________ Date: _______
<TABLE>
Exhibit 12
<CAPTION>
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
THE ANDERSONS, INC.
(In thousands, except for ratio) Quarter Ended
March 31 Year Ended December 31
1999 1998 1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C> <C> <C>
Computation of Earnings
Income (loss) before income taxes $ 66 $(1,327) $13,006 $ 6,255 $11,891 $10,325 $15,497
Add:
Interest expense on indebtedness 2,066 2,458 8,954 8,494 13,703 14,019 8,395
Interest portion of rent expense 1,060 1,131 4,468 3,993 3,978 3,748 2,854
------------------------------------------------------------
Earnings $3,192 $ 2,262 $26,428 $18,742 $29,572 $28,092 $26,746
============================================================
Computation of Fixed Charges
Interest expense on indebtedness $2,066 $ 2,458 $ 8,954 $ 8,494 $13,703 $14,019 $ 8,395
Interest portion of rent expense 1,060 1,131 4,468 3,993 3,978 3,748 2,854
------------------------------------------------------------
Fixed Charges $3,126 $ 3,589 $13,422 $12,487 $17,681 $17,767 $11,249
============================================================
Ratio of earnings to fixed charges 1.02 0.63 1.97 1.50 1.67 1.58 2.38
============================================================
</TABLE>
Exhibit 5.1
[Logo]
May 25, 1999
The Andersons, Inc.
480 West Dussel Drive
Maumee, Ohio 43537
Re: The Andersons, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
I am general counsel to The Andersons, Inc., an Ohio Corporation (the
"Corporation"), and have advised the Corporation in connection with the
proposed registration by the Corporation of $8,000,000 aggregate principal
amount of its 7.0% Ten-Year Debentures and $12,000,000 aggregate principal
amount of its 6.3% Five-Year Debentures (collectively, the "Debentures"),
pursuant to a Registration Statement on Form S-3, filed with the Securities
and Exchange Commission (the "Commission") on March 26, 1999 under the
Securities Act of 1933, as amended (the "Act") (such Registration Statement,
as amended or supplemented, is hereinafter referred to as the "Registration
Statement").
For purposes of the opinions contained in this letter, I have examined
and relied upon such corporate proceedings, documents, records and matters of
law as I have deemed necessary or appropriate for the expression of the
opinions contained herein (including, without limitation, the Corporation's
Indenture between the Corporation and Fifth Third Bank (the "Trustee"),
originally dated October 1, 1985, as supplemented by the Supplemental
Indenture dated August 14, 1997 (the "Indenture")). In addition, for purposes
hereof, I have assumed with your permission and without independent
investigation that all factual information supplied to me for the purpose
hereof is complete and accurate and that no changes will be made in the
definitive form of the documents I have reviewed in draft form which would
impact my opinions.
Based upon and subject to the foregoing, I hereby advise you that in my
opinion when, as and if (i) the Registration Statement shall have become
effective pursuant to the provisions of the Securities Act, and (ii) the
Debentures shall have been issued in the form and containing the terms
described in the Registration Statement, the Indenture, the resolutions of the
Corporation's Board of Directors (and any authorized committee thereof)
authorizing the foregoing and any legally required consents, approvals,
authorizations and other order of the Commission and any other regulatory
authorities to be obtained, the Debentures when issued pursuant to the
Registration Statement will be legally issued, and will constitute binding
obligations of the Corporation.
My opinions as herein expressed are subject to the following
qualifications:
(a) my opinions are subject to the effect of applicable bankruptcy,
reorganization, insolvency, moratorium, fraudulent conveyance or transfer or
other laws of general applicability relating to or affecting the enforcement
of creditors' rights from time to time in effect and to general principles of
equity;
(b) provisions in the Indenture and the Debentures deemed to impose
the payment of interest on interest may be unenforceable, void or voidable
under applicable law;
(c) requirements in the Indenture and the Debentures specifying that
the provisions thereof may only be waived in writing may not be valid,
binding or enforceable to the extent that an oral or implied agreement by
trade practice or course of conduct has been created modifying any provision
of such documents;
(d) I express no opinion as to the enforceability of the
indemnification provisions of the Indenture and the Debentures insofar as said
provisions might require indemnification with respect to any litigation
against the Corporation determined adversely to the Trustee, or any loss,
cost or expense arising out of the Trustee's gross negligence or willful
misconduct or any violation by such trustee of statutory duties, general
principles of equity or public policy; and
(e) I express no opinion with respect to indemnification or contribution
obligations which contravene public policy including, without limitation,
indemnification or contribution obligations which arise out of failure to
comply with applicable state or federal securities law.
I am qualified to practice law in the State of Ohio and do not herein
express any opinion as to any laws other than the laws of the State of Ohio,
as such laws are constituted on the date of this opinion.
I do not find it necessary for the purposes of this opinion, and
accordingly I do not purport to cover herein, the application of the
securities or "Blue Sky" laws of the various states to the issuance and sale
of the Shares.
I hereby consent to the filing of this letter as an exhibit to the
Registration Statement. In giving this consent, I do not admit that I come
within the category of persons whose consent is required under Section 7 of
the `33 Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/Beverly J. McBride
Beverly J. McBride
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of The Andersons,
Inc. for the registration of $20,000,000 of its debenture bonds and to the
incorporation by reference therein 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
Toledo, Ohio
May 26, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 7718
<SECURITIES> 0
<RECEIVABLES> 90810
<ALLOWANCES> 4450
<INVENTORY> 192738
<CURRENT-ASSETS> 297395
<PP&E> 244450
<DEPRECIATION> 154605
<TOTAL-ASSETS> 395663
<CURRENT-LIABILITIES> 230792
<BONDS> 71757
0
0
<COMMON> 84
<OTHER-SE> 82240
<TOTAL-LIABILITY-AND-EQUITY> 395663
<SALES> 199965
<TOTAL-REVENUES> 200755
<CGS> 161889
<TOTAL-COSTS> 161889
<OTHER-EXPENSES> 36734
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2066
<INCOME-PRETAX> 66
<INCOME-TAX> 22
<INCOME-CONTINUING> 44
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 44
<EPS-BASIC> .01
<EPS-DILUTED> .01
</TABLE>
