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FORM 4UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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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*
FALLAT DALE W

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

(Street)
MAUMEEOH43537

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Vice President
3. Date of Earliest Transaction (Month/Day/Year)
10/16/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
COMMON STOCK 10/16/2009 M  5,000 A$ 15.5 19,029.737 D  
COMMON STOCK 10/16/2009 F  3,029 D$ 36.49 16,000.737 D  

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 Security3. 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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
STOCK OPTION $ 15.5 10/16/2009 M   5,000 04/01/200503/31/2010 COMMON STOCK 5,000 $ 15.5 0 D  
PERFORMANCE SHARE UNIT $ 0 (1)       12/31/200901/01/2010 COMMON STOCK 0 (1)   320 D  
PERFORMANCE SHARE UNIT $ 0 (2)       12/31/201001/01/2011 COMMON STOCK 0 (2)   800 D  
PERFORMANCE SHARE UNIT $ 0 (3)       12/31/201101/01/2012 COMMON STOCK 0 (3)   1,250 D  
SOSAR $ 11.02       03/02/201003/31/2014 COMMON STOCK 1,570   1,570 D  
SOSAR $ 46.26       03/01/200904/01/2013 COMMON STOCK 1,350   1,350 D  
SOSAR $ 42.08       03/01/201003/31/2012 COMMON STOCK 1,400   1,400 D  
SOSAR $ 39.115       04/01/200904/01/2011 COMMON STOCK 3,000   3,000 D  
Explanation of Responses:
1. Stock Performance Unit granted pursuant to The Andersons, Inc. Plan. Units vest 100% in 3 years contingent on cumulative EPS from 1/1/2007 to 12/31/2009. Number of underlying shares are determined by the three-year cumulative fully diluted EPS for the performance period.
2. Stock performance unit granted pursuant to The Andersons, Inc. Plan. Units vest 100% in 3 years contingent on cumulative EPS from 1/1/2008 to 12/31/2010. Number of underlying shares are determined by the three-year cumulative fully diluted EPS for the performance period.
3. Stock Performance Unit granted pursuant to The Andersons, Inc. Plan. Units vest 100% in 3 years contingent on cumulative EPS from 1/1/2009 to 12/31/2011. Number of underlying shares are determined by the three-year cumulative fully diluted EPS for the performance period.
Dale Fallat, by: Mary J. Schroeder, Limited Power of Attorney10/16/2009
** Signature of Reporting PersonDate
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.

LIMITED POWER OF ATTORNEY 

Know all men by these presents, that I, Dale W. Fallat, the undersigned, of
6675 Embassy Ct.(address), City of Maumee, County of Lucas, State of Ohio,
hereby make, constitute and appoint each of Gary L. Smith, Mary J. Schroeder,
and Nicholas C. Conrad, each of The Andersons, Inc., 480 W. Dussel Drive,
Maumee, Ohio, 43537 my true and lawful limited attorney-in-fact for me and in my
name, place and stead, giving severally unto said Gary L. Smith, Mary J.
Schroeder, and Nicholas C. Conrad full power individually to execute and to file
with the Securities and Exchange Commission ("SEC") as my limited
attorney-in-fact, any and all SEC Forms 3, 4, 5 or 144 required to be filed
under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as
amended, and (ii)execute and deliver any all exercise orders, certificates,
commitments and other agreements necessary or appropriate in connection with any
exercise of my stock options for shares in The Andersons, Inc., do any all other
acts to effectuate the foregoing, and execute and submit all SEC filings
necessary or appropriate in connection therewith, in connection with my
beneficial ownership of equity securities of The Andersons, Inc., or options for
such equity securities, for the calendar years 2008 and 2009.

        The rights, powers, and authority of each limited attorney-in-fact
herein granted shall commence and be in full force and effect as of the date
hereof; and such rights, powers, and authority shall remain in full force and
effect thereafter through and including January 7, 2010.


IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney
as of this _14th_ day of _December_, __2007__.

                                                
                                                __Dale W. Fallat______
Name
                                              
                                                

STATE OF Ohio   )
) ss
COUNTY OF Lucas)        

On this __14th___ day of _December_, _2007_, before me a notary public in and
for said state, personally appeared _Dale W. Fallat_, to me personally known,
who being duly sworn,acknowledged that he/she had executed the foregoing
instrument for purposes therein mentioned and set forth.

                                                
                                                __Judy A. Baldwin___
Notary Public

My Commission Expires:

__02/01/2010____
                                                

 

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