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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, 1999
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.
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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, 1999 and 1998, and the related statement of changes in net assets
available for benefits for the years then ended. 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, 1999 and 1998, and the changes in net assets available for plan
benefits for the years then ended 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 schedule of assets held
for investment purposes are presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is 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 schedule has been subjected to the auditing procedures
applied in the audit of the 1999 basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to those basic financial
statements taken as a whole.
/s/Plante & Moran, LLP
June 19, 2000
Toledo, Ohio
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THE ANDERSONS, INC. RETIREMENT SAVINGS INVESTMENT PLAN
--------------------------------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
December 31
----------------------------
1999 1998
------------ -----------
<S> <C> <C>
ASSETS
Investments (Note 4):
Participant-directed mutual funds:
Spartan U.S. Equity Index Portfolio $ 30,185,549 $27,397,638
Fidelity Magellan Fund 25,530,410 20,445,294
Fidelity Growth and Income Portfolio 15,467,484 16,561,680
Fidelity U.S. Bond Index Portfolio 9,858,546 11,154,444
Fidelity Retirement Government Money Market Portfolio 8,813,370 7,292,831
Janus Worldwide Fund 9,051,789 4,625,970
Fidelity Low-priced Stock Fund 804,563 1,228,364
Dreyfus Founders Balanced Fund 2,072,865 2,387,270
Fidelity Contrafund 3,065,660 2,050,433
Fidelity Value Fund 765,004 713,153
Janus Enterprise Fund 7,892,231 793,297
Fidelity Freedom Income Fund 20,155 55,017
Fidelity Freedom 2000 Fund 93,091 664
Fidelity Freedom 2010 Fund 431,657 212,572
Fidelity Freedom 2020 Fund 560,457 184,639
Fidelity Freedom 2030 Fund 153,105 51,545
Participant-directed The Andersons, Inc. common shares 663,620 354,785
Loans receivable from plan participants 2,440,103 2,241,638
------------ -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $117,869,659 $97,751,234
============ ===========
</TABLE>
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THE ANDERSONS, INC. RETIREMENT SAVINGS INVESTMENT PLAN
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STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
Year Ended December 31
----------------------------
1999 1998
------------ -----------
<S> <C> <C>
ADDITIONS
Contributions:
Participants $ 3,339,545 $ 3,191,356
Employer 1,238,841 1,160,158
Transfers from other qualified plans 1,073,745 674,791
------------ -----------
Total contributions 5,652,131 5,026,305
Investment income:
Interest and dividends 6,970,277 4,561,273
Net realized and unrealized appreciation in fair value
of investments during the year 13,072,160 13,945,714
------------ -----------
Total additions 25,694,568 23,533,292
DEDUCTIONS
Withdrawals by active and terminated participants 5,073,505 3,737,627
Investment fees 502,638 407,638
------------ -----------
Total deductions 5,576,143 4,145,265
------------ -----------
NET ADDITIONS 20,118,425 19,388,027
NET ASSETS AVAILABLE FOR BENEFITS - Beginning of year 97,751,234 78,363,207
------------ -----------
NET ASSETS AVAILABLE FOR BENEFITS - End of year $117,869,659 $97,751,234
============ ===========
</TABLE>
3
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THE ANDERSONS, INC. RETIREMENT SAVINGS INVESTMENT PLAN
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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.
Unpaid withdrawals due to terminated participants have not been
deducted in determining assets available for benefits for
financial reporting purposes, but are been deducted from total
assets in the Plan's annual return on Form 5500. These amounts
totaled $178,551 and $655,370 at December 31, 1999 and 1998
respectively. As a result, withdrawals for financial reporting
purposes were $476,819 and $13,925 lower for 1999 and 1998
respectively than the amounts reported on Form 5500.
VALUATION OF INVESTMENTS - Investments are stated at fair value.
The fair values of the Plan's investments in mutual funds are
based on net asset values on the last business day of the Plan
year. The fair value of the Plan's investments in The Andersons,
Inc. common stock is based on NASDAQ closing market prices on the
last business day of each Plan year. Changes in the fair value of
investments is included in net realized and unrealized
appreciation or depreciation in the aggregate fair value of
investments presented in the statement of changes in net assets
available for plan benefits.
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.
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THE ANDERSONS, INC. RETIREMENT SAVINGS INVESTMENT PLAN
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 2 - DESCRIPTION OF THE PLAN (CONTINUED)
Employee contributions may be made by salary reduction from one
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 rollover contributions from IRA or from other
qualified defined benefit or contribution plans of The Andersons,
Inc. or participants' former employers.
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:
o 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
o FIDELITY MAGELLAN FUND seeks long-term capital appreciation
through investment in common stocks and convertible
securities issued by domestic or foreign companies
o 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
o 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
5
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THE ANDERSONS, INC. RETIREMENT SAVINGS INVESTMENT PLAN
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NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 2 - DESCRIPTION OF THE PLAN (CONTINUED)
o 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
o 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
o FIDELITY LOW-PRICED STOCK FUND invests in stocks of
undervalued or small companies that offer the possibility
for significant growth
o DREYFUS 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
o FIDELITY CONTRAFUND invests in undervalued common stocks of
smaller, less well-known companies with the potential for
significant growth
o 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
o 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
o FIDELITY FREEDOM FUNDS invest in a combination of stocks,
bonds and money market mutual funds with allocation strategy
tied to the target retirement date.
o THE ANDERSONS, INC. COMMON SHARES consists of common stock
issued by The Andersons, Inc. 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.
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THE ANDERSONS, INC. RETIREMENT SAVINGS INVESTMENT PLAN
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NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 2 - DESCRIPTION OF THE PLAN (CONTINUED)
Forfeited balances of terminated accounts are used to reduce
future employer contributions. The balance of forfeited nonvested
accounts was not material in 1999 or 1998.
Additional information about the Plan agreement and limitations
on contributions is available from the Personnel Department of
the Plan sponsor or from designated individuals at the
participating employers.
Participants may borrow up to 50 percent of their vested account
balances. The minimum loan amount is $1,000 and the maximum is
$50,000. Each participant may only have one loan outstanding 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
one percent.
The employer 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
salary reduction contributions, the vested amount of employer
contributions and allocated income thereon (including realized
and unrealized gains and losses). Upon termination of employment
due to retirement, permanent disability, or death, a participant
or his beneficiary is entitled to receive distribution of the
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 participant
can show immediate and extreme financial hardship, as determined
by the Pension Committee.
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THE ANDERSONS, INC. RETIREMENT SAVINGS INVESTMENT PLAN
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 4 - INVESTMENTS
The Plan's investments at December 31, 1999 and 1998 are held by
the Trustee. The Plan's investments (including investments
bought, sold, as well as held during the year) appreciated
(depreciated) in fair value as follows:
<TABLE>
<CAPTION>
Net
Appreciation
(Depreciation)
in Fair Value
----------------------------
1999 1998
----------- -----------
<S> <C> <C>
YEAR ENDED DECEMBER 31:
Participant - Directed mutual funds:
Spartan U.S. Equity Index Fund $ 4,799,869 $ 5,673,566
Fidelity Magellan Fund 2,855,459 4,010,081
Fidelity Growth and Income Portfolio 454,679 2,772,338
Fidelity U.S. Bond Index Portfolio (824,659) 209,236
Janus Worldwide Fund 3,209,169 913,694
Fidelity Low-Priced Stock Fund (17,996) (128,399)
Dreyfus Founders Balanced Fund (307,702) 141,547
Fidelity Contrafund 131,835 321,985
Fidelity Value Fund (63,139) (104,634)
Janus Enterprise Fund 2,854,555 97,970
Fidelity Freedom Income Fund (807) 1,739
Fidelity Freedom 2000 Fund 1,855 8
Fidelity Freedom 2010 Fund 39,944 5,916
Fidelity Freedom 2020 Fund 62,943 8,526
Fidelity Freedom 2030 Fund 20,947 2,398
The Andersons, Inc. common shares (144,792) 19,743
----------- -----------
Total $13,072,160 $13,945,714
=========== ===========
</TABLE>
8
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THE ANDERSONS, INC. RETIREMENT SAVINGS INVESTMENT PLAN
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 5 - TRANSACTIONS WITH PARTIES-IN-INTEREST
Fees paid by the Plan sponsor to parties-in-interest for legal,
accounting and other services rendered to the Plan are 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 events that have occurred that
might adversely affect the Plan's qualified status.
9
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THE ANDERSONS, INC. RETIREMENT SAVINGS INVESTMENT PLAN
--------------------------------------------------------------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FORM 5500, SCHEDULE H, ITEM 41
EIN 34-1562374 PLAN 333
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Fair
Issuer Identity of Issue Cost Value
-------------------- ------------------------------------------------ ---- -----------
<S> <C> <C> <C>
Fidelity Investments Spartan U.S. Equity Index Fund - Mutual fund * $ 30,185,549
Fidelity Investments Fidelity Magellan Fund - Mutual fund * 25,530,410
Fidelity Investments Fidelity Growth and Income Fund - Mutual fund * 15,467,484
Fidelity Investments Fidelity U.S. Bond Index Portfolio - Mutual fund * 9,858,546
Fidelity Investments Fidelity Retirement Government Money
Fidelity Investments Market Fund - Mutual fund * 8,813,370
Fidelity Investments Janus Worldwide Fund - Mutual fund * 9,051,789
Fidelity Investments Fidelity Low-Priced Stock Fund - Mutual fund * 804,563
Fidelity Investments Dreyfus Founders Balanced Fund - Mutual fund * 2,072,865
Fidelity Investments Fidelity Contrafund - Mutual fund * 3,065,660
Fidelity Investments Fidelity Value Fund - Mutual fund * 765,004
Fidelity Investments Janus Enterprise Fund - Mutual fund * 7,892,231
Fidelity Investments Fidelity Freedom Income Fund - Mutual fund * 20,155
Fidelity Investments Fidelity Freedom 2000 Fund - Mutual fund * 93,091
Fidelity Investments Fidelity Freedom 2010 Fund - Mutual fund * 431,657
Fidelity Investments Fidelity Freedom 2020 Fund - Mutual fund * 560,457
Fidelity Investments Fidelity Freedom 2030 Fund - Mutual fund * 153,105
The Andersons, Inc. The Andersons, Inc. common shares * 663,620
Participants Participant loans with interest ranging
from 8.5 percent to 9.5 percent - 2,440,103
--- ------------
$117,869,659
============
</TABLE>
* Cost information not required
10
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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 27, 2000 By /s/Michael J. Anderson
Michael J. Anderson
President and Chief Executive Officer
Date: June 27, 2000 By /s/Richard R. George
Richard R. George
Vice President and Controller
(Principal Accounting Officer)
11
