SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ANDERSON MICHAEL J

(Last) (First) (Middle)
480 W DUSSEL DR

(Street)
MAUMEE OH 43537

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ANDERSONS INC [ ANDE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
COMMON STOCK 01/23/2006 J(1) 21.626 A $45.95 88,531.613 D
COMMON STOCK 02/07/2006 M 5,000 A $10 93,531.613 D
COMMON STOCK 02/07/2006 F 2,304 D $52.33 91,227.613 D
COMMON STOCK 51,546 I Mrs. Carol H. Anderson-spouse
COMMON STOCK 7,282(2) I Laura J. Anderson, UGMA
COMMON STOCK 7,282 I Colin J. Anderson, UGMA
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
STOCK OPTION $10 02/07/2006 M 5,000 01/01/2002 01/01/2007 COMMON STOCK 5,000 $10 20,000 D
PERFORMANCE SHARE UNIT $0.00(3) 12/31/2007 01/01/2008 COMMON STOCK 0(3) 5,040 D
STOCK OPTION $8.875 01/02/1997 01/02/2007 COMMON STOCK 6,761 6,761 D
STOCK OPTION $8.875 01/01/1998 01/01/2008 COMMON STOCK 5,071 5,071 D
STOCK OPTION $10 01/01/2002 01/01/2012 COMMON STOCK 10,000 10,000 D
STOCK OPTION $12.7 01/01/2003 01/01/2008 COMMON STOCK 35,000 35,000 D
STOCK OPTION $15.967 01/01/2004 01/01/2009 COMMON STOCK 33,500 33,500 D
STOCK OPTION $31 04/01/2005 03/31/2010 COMMON STOCK 30,000 30,000 D
Explanation of Responses:
1. Acquisition pursuant to Rule 16b-3(c)
2. Shares have been previously reported; however, no longer will be reported as individual is no longer a minor living in the residence.
3. Stock Performance Unit granted pursuant to The Andersons, Inc. Plan. Units vest 100% in 3 years contingent on cumulative EPS from 1/1/2005 to 12/31/2007. Number of underlying shares are determined by the three-year cumulative fully diluted EPS for the performance period.
Remarks:
Michael J. Anderson 02/07/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.