<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ANIXTER INTERNATIONAL INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
ANIXTER INTERNATIONAL INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
- -------------------------
1Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE> 2
LOGO
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 9, 1996
To the Stockholders of Anixter International Inc.:
The Annual Meeting of Stockholders of Anixter International Inc. will be
held at the Conference Center, One North Franklin Street, Chicago, Illinois on
Thursday, May 9, 1996, at 10:00 a.m., for the purpose of:
(1) electing 12 Directors;
(2) approving the Company's 1996 Stock Incentive Plan; and
(3) transacting such other business as may properly be brought before the
meeting or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on March 20, 1996 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the meeting or any adjournment(s) thereof. A complete list of the
stockholders entitled to vote at the meeting will be open for examination by any
stockholder for any purpose germane to the meeting during ordinary business
hours for ten days prior to the meeting at the offices of Anixter International
Inc., Two North Riverside Plaza, Suite 1900, Chicago, Illinois 60606, and will
also be available at the meeting.
A copy of Anixter International Inc.'s Annual Report to Stockholders for
the fiscal year ended December 31, 1995 is being mailed to all registered
holders. Additional copies of the Annual Report may be obtained without charge
by writing to the Secretary of Anixter International Inc., Two North Riverside
Plaza, Suite 1900, Chicago, Illinois 60606.
BY ORDER OF THE BOARD OF DIRECTORS
LOGO
James E. Knox, Secretary
Chicago, Illinois
April 1, 1996
ALL STOCKHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
EXPECT TO ATTEND, PLEASE DATE, SIGN AND COMPLETE THE ENCLOSED PROXY AND MAIL IT
PROMPTLY IN THE POSTAGE PREPAID ENVELOPE PROVIDED.
<PAGE> 3
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
OF ANIXTER INTERNATIONAL INC.
TO BE HELD MAY 9, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Anixter International Inc., a Delaware
corporation (the "Company," which as used herein shall mean together with or
without its subsidiaries, as the context may require). The Company's corporate
headquarters are located at Two North Riverside Plaza, Suite 1900, Chicago,
Illinois 60606 (telephone 312-902-1515). The Proxy Statement and form of proxy
were first mailed to stockholders on or about April 1, 1996. Proxies solicited
by the Board of Directors of the Company are to be voted at the Annual Meeting
of Stockholders of the Company to be held on Thursday, May 9, 1996, at 10:00
a.m., at the Conference Center, One North Franklin Street, Chicago, Illinois, or
any adjournment(s) thereof.
This solicitation is being made by mail, although directors, officers and
regular employees of the Company may solicit proxies from stockholders
personally or by telephone, telegram or letter. The costs of this solicitation
will be borne by the Company. The Company may request brokerage houses, nominees
or fiduciaries and other custodians to solicit their principals or customers for
their proxies, and may reimburse them for their reasonable expenses in so doing.
In addition, the Company has retained Morrow & Co. to assist in the solicitation
for a fee of $2,500 plus expenses.
VOTING
Shares of Common Stock, $1.00 par value, of the Company ("Common Stock")
represented by proxies in the accompanying form which are properly executed and
returned to the Company (and which are not effectively revoked) will be voted at
the meeting in accordance with the stockholders' instructions contained therein.
In the absence of contrary instructions, shares represented by such proxies will
be voted IN FAVOR OF the election as directors of the nominees listed herein, IN
FAVOR OF Proposal 1 to approve the 1996 Stock Incentive Plan, and in the
discretion of the appointed proxies upon such other business as may properly be
brought before the meeting.
Each stockholder has the power to revoke his or her proxy at any time
before it is voted by (i) delivering to the Company prior to or at the meeting
written notice of revocation or a later dated proxy or (ii) attending the
meeting and voting his or her shares in person.
The Board of Directors has fixed the close of business on March 20, 1996 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the meeting or any adjournment(s) thereof.
As of March 20, 1996, 52,174,953 shares of Common Stock were outstanding.
Each holder is entitled to one vote per share.
A majority of the outstanding shares of Common Stock will constitute a
quorum for purposes of the meeting. If a quorum is present, in person or by
proxy, the election of directors will be determined by plurality of the votes
and the approval of 1996 Stock Incentive Plan will be determined by the
affirmative vote of the majority of the shares represented at the meeting. As a
result, shares represented at the meeting and entitled to vote for Directors,
but which abstain from voting or withhold votes, will not affect the election of
directors but will in effect be counted against the approval of the 1996 Stock
Incentive Plan, unless such abstention is by virtue of a "broker non-vote."
<PAGE> 4
ELECTION OF DIRECTORS
In the absence of contrary instructions, the proxies received will be voted
for the election as directors of the nominees listed below to hold office until
the next annual meeting of stockholders or until their successors are elected
and qualified. Although the Board of Directors does not contemplate that any
nominee will decline or be unable to serve as a director, in either such event
the proxies will be voted for another person selected by the Board of Directors,
unless the Board acts to reduce the size of the Board of Directors in accordance
with the provisions of the Company's by-laws. The current number of directors
has been set by the Board at twelve.
The following table sets forth the name and age as of March 20, 1996 of
each director or nominee for director of the Company, the year each director was
first elected, his or her position with the Company, his or her principal
occupation(s) during the last five years and any other directorships held by
such person in companies which have a class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or subject to the requirements of Section 15(d) of the Exchange Act or
directorships of issuers registered as investment companies under the Investment
Company Act of 1940. The term of office of each director will extend until the
holding of the next annual meeting of stockholders or until his or her successor
is elected and qualified.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND AGE DURING PAST FIVE YEARS
------------------------------------------------------------------
<S> <C>
</TABLE>
<TABLE>
<S> <C>
Lord James Blyth, 55..... Director of the Company since 1995; Deputy Chairman and Chief
Executive Officer since 1987 of The Boots Company, a diversified
company engaged in manufacturing, retailing and real estate; A
Governor of London Business School; Chairman of the Prime
Minister's Advisory Panel on the Citizen's Charter.
Bernard F. Brennan, 57... Director of the Company since 1988; Chairman and Chief Executive
Officer since 1988 and President and Chief Executive Officer from
1985 to 1988 of Montgomery Ward & Co., a retailer; Director of
ANTEC Corporation.
Rod F. Dammeyer, 55...... Director and President since 1985, and Chief Executive Officer
since 1993 of the Company; President and Chief Executive Officer
since 1994 and director since 1992 of Great American Management
and Investment, Inc., a diversified manufacturing company;
Managing Director of EGI Corporate Investments, Inc., a
diversified management and investment company, since 1996; A
Managing Director of the general partner of Zell/Chilmark Fund,
L.P. since 1995; Director of Sealy Corporation, ANTEC
Corporation, IMC Global Inc., Falcon Building Products, Inc.,
Capsure Holdings Corp., Jacor Communications, Inc., Revco D.S.,
Inc., and Lukens, Inc.; and Trustee of Van Kampen Merritt
closed-end mutual funds and series trusts.
Robert E. Fowler, Jr., Director of the Company since 1995; A President and Chief
60..................... Operating Officer of IMC Global Inc., with responsibility for that
company's potash, nitrogen and consumer and professional
products operations, since 1996; Director and President from
1993 to 1996 and Chief Executive Officer from 1995 to 1996 of
The Vigoro Corporation, a manufacturer and distributor of
potash, nitrogen-based fertilizer and related products; Chief
Executive Officer from 1991 to 1993 of BCC Industrial Services,
Inc., an operational consulting company; Director of Allistra
Corporation and Manville Corporation.
Robert W. Grubbs Jr., President and Chief Executive Officer of Anixter Inc., a
39..................... subsidiary of the Company, since 1994; President Anixter U.S.A.
from 1993 to 1994; Executive Vice President, Sales and Marketing
of Anixter from 1992 to 1993; Senior Vice President Southeastern
Group of Anixter from 1989 to 1992.
F. Philip Handy, 51...... Director of the Company since 1986; President of Winter Park
Capital Company, a private investment firm, since 1980; Director
of Great American Management and Investment, Inc., Banca
Quadrum, S.A., and Jacor Communications, Inc.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND AGE DURING PAST FIVE YEARS
------------------------------------------------------------------
<S> <C>
</TABLE>
<TABLE>
<S> <C>
Melvyn N. Klein, 54...... Director of the Company since 1985; Owner and President of JAKK
Holding Corporation, which is a General Partner of the investment
partnership GKH Partners, L.P., since 1987; Attorney and
counselor-at-law since 1968; A founder and principal of Questor
Partners Fund, L.P. since 1995; Director of Santa Fe Energy
Resources, Inc., Savoy Pictures Entertainment, Inc. and Bayou
Steel Corporation.
John R. Petty, 65........ Director of the Company since 1988; Chairman of Nippon Credit
Trust Company, a bank, since 1990; Private investor since 1988;
Chairman and Chief Executive Officer of Marine Midland Banks,
Inc. from 1983 to 1988; Director of ANTEC Corporation.
Sheli Z. Rosenberg, 54... Director of the Company since 1990; President of the law firm
Rosenberg & Liebentritt, P.C.; President and Chief Executive
Officer since 1994 of Equity Group Investments, Inc. and its
subsidiary Equity Financial and Management Company, both real
estate investment firms, and executive officer and director for
more than the past five years of these companies; Director of
Great American Management and Investment, Inc., Capsure Holdings
Corp., Sealy Corporation, Falcon Building Products, Inc.,
American Classic Voyages Co., Revco D.S., Inc., Jacor
Communications, Inc. and CFI Industries, Inc.; Trustee of Equity
Residential Properties Trust; Executive officer and director
until October 4, 1991 of Madison Management Group, Inc. which
filed a petition under the Federal bankruptcy laws in November
1991; Vice President of First Capital Benefit Administrators,
Inc. which filed a petition under the federal bankruptcy laws in
January 1995.
Stuart M. Sloan, 52...... Director of the Company since 1994; Chairman since 1986 and Chief
Executive Officer since 1991 of Quality Food Centers, Inc., a
supermarket chain; Chief Executive Officer from 1987 to 1991 and
Chairman from 1990 to 1992 of Egghead, Inc., a personal computer
software reseller; A Principal since 1984 of Sloan Capital
Companies, a private investment company.
Thomas C. Theobald, 59... Director of the Company since 1995; Managing Director of William
Blair Capital Partners, L.L.C. since 1994; Chairman and Chief
Executive Officer from 1987 to 1994 of Continental Bank
Corporation; Trustee of Mutual Life Insurance Company of New
York; Director of Enron Global Power and Pipelines, L.L.C.,
Peregrine Asia Growth Fund and Xerox Corporation.
Samuel Zell, 54.......... Director since 1984, Chairman of the Board of Directors since
1985, and Chief Executive Officer from 1985 to 1993 of the
Company; Chairman of the Board for more than the past five years
and President from 1990 to 1994 of Great American Management and
Investment, Inc., a diversified manufacturing company, and
Equity Group Investments, Inc. and its subsidiary Equity
Financial and Management Company, both real estate investment
firms; Chairman of the Board and Chief Executive Officer since
1987 of Capsure Holdings Corp.; Chairman of the Board of
Directors and Chief Executive Officer since 1995 of Manufactured
Home Communities, Inc.; Chairman or Co-Chairman of the Board of
Directors of Falcon Building Products, Inc., Revco D.S., Inc.
and American Classic Voyages Co.; Director of Jacor
Communications, Inc., Sealy Corporation and; Quality Food
Centers, Inc.; Chairman of The Trustees of Equity Residential
Properties Trust; Executive officer and director until October
4, 1991 of Madison Management Group, Inc. which filed a petition
under the Federal bankruptcy laws in November 1991.
</TABLE>
3
<PAGE> 6
BOARD AND COMMITTEE MEETINGS
The Audit Committee, currently consisting of Messrs. Petty (Chairman),
Handy and Theobald, provides general review of the Company's accounting and
auditing procedures, meets with the Company's independent auditors to review
their recommendations and reviews related party transactions. The Audit
Committee held four meetings in 1995.
The Compensation Committee, currently consisting of Messrs. Brennan
(Chairman) and Sloan; Lord Blyth and Mrs. Rosenberg, exercises all powers of the
Board of Directors in connection with compensation matters, including incentive
compensation, benefit plans and stock grants. The Compensation Committee held
three meetings in 1995.
The Executive Committee, currently consisting of Messrs. Klein, Petty and
Zell (Chairman), exercises the full powers of the Board of Directors to the
extent permitted by law in the intervals between Board meetings. The Executive
Committee did not meet in 1995.
The Board of Directors held five meetings in 1995. Each of the directors
attended 75 percent or more of the total of all meetings held by the Board and
the committees on which the director served.
The Company does not have a committee to nominate candidates for election
to the Board of Directors.
4
<PAGE> 7
EXECUTIVE COMPENSATION
The following tables set forth information about the compensation of the
chief executive officer and the four other most highly compensated executive
officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
---------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
---------------------------- STOCK UNDERLYING ALL OTHER
NAME & SALARY BONUS AWARDS OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- ---------------------------------- ----- ------- -------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Rod Dammeyer...................... 1995 395,000(1) 343,950 54,332(4)
President & Chief 1994 630,500 656,250 2,520,000(2) 300,000 114,890
Executive Officer 1993 685,750(1) 675,000 99,324
Robert W. Grubbs.................. 1995 300,000 313,200 25,000(3)
President & Chief Executive 1994 275,000 220,000 45,000(3) 1,688
Officer -- Anixter Inc. 1993 150,000 185,000 43,500(3)
James E. Knox..................... 1995 340,000 29,136(4)
Sr. V.P. Gen. 1994 320,000 60,000 56,581
Counsel & Sec. 1993 309,000 78,924
Dennis J. Letham.................. 1995 240,000 227,700 11,000(3) 1,988
Senior Vice President -- Finance 1994 225,000 208,000 33,000(3) 1,688
of the Company and Anixter Inc. 1993 159,000 85,000 35,000(3)
Samuel Zell....................... 1995 200,000 139,300 53,468(4)
Chairman 1994 250,000 210,000 2,520,000(2) 53,239
1993 350,000 262,500 53,042
</TABLE>
- ---------------
1. Salary shown for 1993 and 1994 includes $10,750 and $5,500, respectively,
paid by ANTEC Corporation, during period ending May 26, 1994 it was 53% owned
by the Company, for Mr. Dammeyer's services as a director of ANTEC.
2. Value of 140,000 shares of Common Stock on date of grant, January 25, 1995,
awarded for role in the sale of the Company's interest in Railcar Trust No.
1992-1 over the period 1993-94. The shares vest each December 31 beginning
December 31, 1995 to the extent that they can vest without causing the
application of the limitations imposed by the Omnibus Budget Reconciliation
Act of 1993 on the deductibility of executive compensation under Section
162(m) of the Internal Revenue Code provided that any shares not vested by
the third anniversary of the grant shall be vested at that time. Subject to
forfeiture for nonvesting, grantee will be entitled to any dividends declared
on the Company's stock. At the end of 1995, there were 107,368 unvested
shares with a value of $1,999,729 and 108,108 unvested shares with a value of
$2,013,512 in the case of Messrs. Dammeyer and Zell, respectively.
3. These options are for common stock of Anixter Inc., a subsidiary of the
Company.
4. Includes contributions to employee savings plan of $1,988 each on behalf of
Messrs. Dammeyer, Knox and Letham. Includes premiums (less amounts reimbursed
by insured) paid by the Company on split-dollar life insurance policies which
will be awarded to the insured upon their retirement or earlier in certain
circumstances of $52,344, $27,148 and $53,468 on behalf of Messrs. Dammeyer,
Knox and Zell, respectively.
5
<PAGE> 8
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
-------------------------
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE AT
SECURITIES OPTIONS ASSUMED ANNUAL RATES OF STOCK
UNDERLYING GRANTED TO PRICE APPRECIATION FOR OPTION
OPTIONS EMPLOYEES IN EXERCISE OR DATE TERM(2)
GRANTED FISCAL BASE PRICE OF -----------------------------
NAME (#) YEAR ($/SH) EXPIRATION 5%($) 10%($)
- ------------------------------- ---------- ------------ ----------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Robert W. Grubbs............... 25,000 6.7% 14.50 1/1/02 147,500 344,000
Dennis J. Letham............... 11,000 2.9% 14.50 1/1/02 64,900 151,360
</TABLE>
- ---------------
(1) These options are for shares of Anixter Inc. One-third of options become
exercisable on each anniversary of grant, beginning January 1, 1997.
(2) These numbers are for presentation purposes only and are not predictions of
future stock prices.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS AT
SHARES VALUE AT FY-END(#) FY-END($)
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
- --------------------------- ------------ ---------- -------------------- --------------------
<S> <C> <C> <C> <C>
Rod Dammeyer............... 279,868 2,144,458 273,332/100,000 1,872,079/431,250
Robert W. Grubbs(1)........ 0 0 34,166/79,334 886,797/968,488
James Knox................. 32,052 535,449 356,000/20,000 3,015,000/86,250
Dennis J. Letham(1)........ 0 0 11,666/67,334 174,900/870,310
Samuel Zell................ 52,000 423,263 81,334/0 773,690/0
</TABLE>
- ---------------
(1) These options are for shares of Anixter Inc. and values include cash
obtainable from previous phantom options upon exercise of these options.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS
FOR MESSRS. DAMMEYER, KNOX AND ZELL
REMUNERATION YEARS OF SERVICE
ON WHICH ---------------------------------------------------------------------------------------
BENEFITS ARE
BASED 5 10 15 20 25 30 35
- ------------ --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 400,000 $ 66,667 $133,333 $200,000 $200,000 $200,000 $200,000 $200,000
600,000 100,000 200,000 300,000 300,000 300,000 300,000 300,000
800,000 133,333 266,667 400,000 400,000 400,000 400,000 400,000
1,000,000 166,667 333,333 500,000 500,000 500,000 500,000 500,000
1,200,000 200,000 400,000 600,000 600,000 600,000 600,000 600,000
</TABLE>
Above amounts are annual straight-line annuity amounts (which are not
reduced for Social Security benefits) payable upon retirement at age 65 under
the Company's funded and unfunded defined benefit pension plans for Messrs.
Dammeyer, Knox and Zell. Mr. Zell has eleven years and Messrs. Dammeyer and Knox
have ten years of service. It has been agreed that Mr. Knox's period of service
will be increased by two years if his position is eliminated or he retires after
age 60 or in certain other limited circumstances. Contingent severance
compensation payable to Mr. Knox upon his retirement after age 60, or earlier in
certain circumstances, is not included in the above amounts. See "Employment
Contracts and Termination of Employment and Change-in-Control Arrangements."
Remuneration for purposes of the above table is based on one-third of highest
salary and bonus paid during any 36 consecutive month period within 5 years of
termination of service, except in Mr. Knox's case it has been agreed that such
compensation for any period
6
<PAGE> 9
after October 1992 shall be deemed to be at $600,000 per year and in Mr.
Dammeyer's case that his remuneration shall be deemed to be $1,100,000. The
determination of remuneration is based upon payment, not accrual, and therefore
the covered compensation for 1995 will be the salary shown in the summary
compensation table for 1995 and the bonus shown in that table for 1994.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS
FOR MESSRS. GRUBBS AND LETHAM
REMUNERATION
ON WHICH YEARS OF SERVICE
BENEFITS ARE -------------------------------------------------------------------------------------
BASED 5 10 15 20 25 30 35
- ------------ ------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$400,000 $25,000 $ 50,000 $ 75,000 $100,000 $125,000 $150,000 $150,000
500,000 31,000 63,000 95,000 127,000 159,000 190,000 190,000
600,000 38,000 76,000 114,000 153,000 191,000 229,000 229,000
700,000 45,000 89,000 134,000 179,000 223,000 268,000 268,000
800,000 51,000 102,000 153,000 205,000 256,000 307,000 307,000
</TABLE>
Above amounts are annual straight-line annuity amounts (which are not
reduced for social security benefits) payable upon retirement at age 65 under
Anixter Inc. funded and unfunded defined benefit plans for Messrs. Grubbs and
Letham, who have 18 and 3 years of service, respectively. The determination of
remuneration is based upon payment, not accrual, and therefore the covered
compensation for 1995 will be the salary shown in the summary compensation table
for 1995 and the bonus shown in that table for 1994.
COMPENSATION OF DIRECTORS
The Company pays its non-employee directors annual retainers of $18,000
plus fees of $1,750 for each board meeting attended, $1,000 for each committee
meeting attended and a $5,000 annual retainer for committee chairpersons.
Directors are reimbursed for any expenses they incur in attending meetings. In
1995 and prior years each non-employee director was granted on August 1 an
option to purchase 10,000 shares of Common Stock for the average closing price
for the ten trading days preceding the date of grant. Future stock grants will
be made pursuant to the new plan described in "Proposal 1 -- Approval of 1996
Stock Incentive Plan," or pursuant to a replacement for the current directors
stock option plan which has essentially been exhausted. Prior to commencement of
these options grants in 1991, directors were granted similar warrants. The
Company at its discretion may purchase, for its market value, Common Stock
obtained pursuant to these warrants.
EMPLOYMENT CONTRACTS AND TERMINATION OF
EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
Mr. Dammeyer is employed pursuant to a contract which provides for the
continuation of his employment through 2000 subject to earlier termination by
either party on two years' notice. The agreement provides for an annual salary
of $395,000 in 1995 and $325,000 thereafter, annual incentive awards of 50% to
112.5% of salary, with a target of 75% of salary, such long-term incentives as
the Compensation Committee in its good faith judgment shall grant, and long-term
disability and life insurance coverage based on a deemed salary of $625,000 per
year. If Mr. Dammeyer's employment should be terminated by the Company prior to
the expiration of the agreement or should thereafter terminate for any reason,
he would be vested in his pension and life insurance policy benefits, and his
stock options would be vested and exercisable for the periods of their full
terms or two years, whichever is earlier. Mr. Dammeyer is permitted to engage in
other business activities which do not interfere with the performance of his
duties for the Company.
The Company and Mr. Knox have an agreement that if his employment is
terminated by the Company he will be paid compensation equal to two years at the
rate of his target compensation at the time of the agreement ($495,000 per year)
plus an amount equivalent to interest on that sum at a rate equal to the
Company's average cost of borrowed funds, will be provided medical and term life
insurance benefits for this period, and will be vested in his pension and life
insurance policy benefits and his stock options, and will be provided an
extended period for the exercise of those options. A reduction in Mr. Knox's
salary in certain
7
<PAGE> 10
circumstances or his retirement after age 60 will trigger these benefits as
well. Mr. Knox is permitted to engage in other business activities which do not
interfere with the performance of his duties for the Company.
A change-in-control of the Company as defined in the Company's unfunded
supplementary defined benefit pension plan (generally the acquisition of more
than 20% of the voting power of the Company's securities by a person not
currently having such power) would vest the remainder of pensions provided by
that plan for Messrs. Dammeyer, Knox and Zell. See "Executive
Compensation--Pension Plan Table" for this and other contractual provisions
relating to pensions.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
Bernard Brennan, Chairman of the Committee, and Sheli Rosenberg were
members of the Compensation Committee of the Board of Directors throughout 1995.
In May 1995 Lord James Blyth and Stuart Sloan replaced F. Philip Handy on the
Committee.
Information about transactions between the Company and affiliates or
associates of Mrs. Rosenberg is set forth below.
In 1995, the following relationships existed: Rod Dammeyer, President and
Chief Executive Officer of the Company, was a member of the Compensation
Committee of the Board of Directors of Capsure Holdings Corp., and Samuel Zell,
Chairman of the Company, was an executive officer and director of that company;
Mr. Dammeyer was a member of the Compensation Committees of the Board of
Directors of Eagle Industries, Inc., and Falcon Buildings Products, Inc and Mr.
Zell was a director and executive officer of those companies; Mr. Zell was a
director of American Classic Voyages Co., and Mrs. Rosenberg was a director and
executive officer of that company; Mr. Zell was a member of the Compensation
Committee of the Board of Directors of Quality Food Centers, Inc. and Mr. Sloan
was an executive officer and director of that company; and Mr. Zell and Mrs.
Rosenberg also served as members of the board of directors of numerous
non-public companies owned in whole or in part by Mr. Zell or his affiliates
which did not have compensation committees, and in many cases the executive
officers of those companies included Mrs. Rosenberg, Mr. Dammeyer and/or Mr.
Zell.
The Company rents office space under leases expiring as late as 1998 from,
and shares certain services with, affiliates or associates of Mr. Zell and Mrs.
Rosenberg. The net amounts paid by the Company in 1995 for these matters were
$2,694,000 for rent and improvements and $164,000 for other services. The
Company believes that these transactions and allocations (which are based on
usage) were at market rates or below.
As part of its ongoing program to repurchase its shares, the Company has
purchased and is continuing to purchase shares of its Common Stock from
affiliates of Mr. Zell and Mrs. Rosenberg. In July 1995, the Company purchased
2,500,000 shares at $18 a share from these affiliates and agreed to purchase
from these affiliates an additional 1,300,000 shares in 1996 at the same price
plus 6.5% per annum. This price was below the then market price for shares of
Common Stock. Other purchases from these affiliates have been and will be at
market or the average price paid by the Company for shares purchased in the
public market that day and are proportional in amount to the shares being
purchased from others at that time. A total of 3,312,000 shares were purchased
from these affiliates in 1995 for a total of $59,240,937.
Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933, or the Exchange Act that might
incorporate future filings, including this Proxy Statement, in whole or in part,
the report presented below and the Performance Graph following shall not be
incorporated by reference into any such filings.
8
<PAGE> 11
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The compensation policy of the Company for its executive officers
(including those named in the Summary Compensation Table) has been to pay base
salaries and annual bonuses within the median of the range paid by others for
comparable positions and to provide long-term incentive opportunities within the
high end of the range provided by others for comparable positions. While the
Committee has from time to time reviewed the compensation practices of public
companies (of all sizes and industries without limitation to the companies
included in the published industry index used in the "Performance Graph"), the
determination that current compensation of executive officers is consistent with
this policy is subjective.
The 1995 salary and bonus opportunity for the Chief Executive Officer were
set by his employment agreement entered into at the beginning of 1995. His
agreed salary was $395,000. (This was changed in 1996 to $325,000.) His agreed
bonus opportunity was 50% to 112.5% of base salary, with a target of 75%. The
Committee determined at the beginning of 1995 that for 1995 this bonus would be
determined 50% by the results of Anixter Inc., 20% by the results of ANTEC
Corporation, and 30% by the monetization of specified assets. The components
based on Anixter's and ANTEC's results provided for achievement of target upon
reaching budgeted operating earnings, pretax earnings and return on capital.
These subcomponents were weighted equally. The component based on monetization
of assets provided for achievement of target upon achieving a specified sum.
The Chief Executive Officer was awarded an incentive award of $344,000 for
1995. This represents 116% of his target bonus of 75% of his base salary. This
award was attributable to the Anixter and asset monetization financial
objectives being exceeded.
The target annual bonus opportunities for 1995 for the other executive
officers (other than Mr. Knox who does not participate in the incentive awards)
were set at the beginning of the year at amounts, ranging from approximately 80%
of salary for the highest paid to 40 to 50% for the lowest paid, in the same
manner as the other components of compensation were determined as described
above. Mr. Zell's bonus opportunity and achievement were determined in the same
manner as the Chief Executive Officer's. A portion of the bonus opportunities of
the other executive officers, ranging from 80% for the highest paid to 50% for
the lowest paid, was determined by the achievement by Anixter Inc. of specified
operating earnings and return on capital goals set at the beginning of the year.
(60 to 70% of these amounts were determined by operating earnings and the
balance by return on capital.) The balance of their bonuses was dependent on the
achievement of specified qualitative goals. Because each of the financial
objectives was exceeded, and, in the subjective opinion of the Committee, the
qualitative goals as a whole were fulfilled, the 1995 incentive awards to the
executive officers exceeded target.
The grants to executives of Anixter Inc. of options to purchase stock of
Anixter Inc. were determined by taking a percentage of salary and dividing that
amount by the value per option. The percentages were set in the same manner as
other components of compensation. These percentages were not affected by
previous grants.
The components of executive officer compensation related to the performance
of the Company are the levels of the annual bonus awards as described above and
the ultimate value of long-term incentive awards as determined by the stock
market.
It is the policy of the Company to structure its compensation in a manner
which will avoid the limitations imposed by the Omnibus Budget Reconciliation
Act of 1993 on the deductibility of executive compensation under Section 162(m)
of the Internal Revenue Code to the extent it can reasonably do so consistent
with its goal of retaining and motivating its executives in a cost effective
manner. Depending on the market value of the Common Stock and the level of their
compensation on the vesting dates, a portion of the value of the restricted
shares of Messrs. Dammeyer and Zell vesting in 1998 may be nondeductible because
of this limitation.
Bernard F. Brennan, Chairman
Lord James Blyth
Sheli Z. Rosenberg
Stuart Sloan
9
<PAGE> 12
PERFORMANCE GRAPH
Below is a graph comparing total shareholder return on the Company's Common
Stock over the last five years with a broad equity market index and a published
industry index as required by the rules of the Securities and Exchange
Commission.
In previous years, the Company has used the S&P Miscellaneous Index for
this purpose, but starting with this year, the S&P Communications Equipment
Index is being used to reflect the more focused nature of the Company's
business. For comparison purposes, both indexes are reflected below.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P MISCEL- S & P COM.
(FISCAL YEAR COVERED) ANIXTER INT'L S & P 500 LANEOUS EQUIP.
<S> <C> <C> <C> <C>
1990 100.00 100.00 100.00 100.00
1991 196.11 130.47 126.15 154.88
1992 237.68 140.41 141.04 167.05
1993 290.94 154.56 162.32 160.71
1994 359.77 156.60 167.65 183.33
1995 387.05 214.86 200.89 274.36
</TABLE>
* ASSUMES $100 INVESTED AT END OF FIRST YEAR AND ANY DIVIDENDS REINVESTED.
10
<PAGE> 13
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 20, 1996, certain information
with respect to the Common Stock that may be deemed to be beneficially owned by
each director or nominee for director of the Company, the officers named in the
Summary Compensation Table and by all directors and officers as a group.
<TABLE>
<CAPTION>
OPTIONS
AND
WARRANTS
COMMON FOR COMMON PERCENT
STOCK STOCK(2) TOTAL OF CLASS
---------- ----------- ---------- --------
<S> <C> <C> <C> <C>
Name of Beneficial Owner(1)
Lord James Blyth.................................. 10,000 10,000
Bernard F. Brennan................................ 10,000 70,000 80,000 *
Rod F. Dammeyer................................... 238,966 273,332 512,298 *
Robert E. Fowler, Jr.............................. 10,000 10,000 *
F. Phillip Handy.................................. 78,400(3) 100,000 178,400 *
Melvyn N. Klein................................... 23,000(4) 90,000 113,000 *
John R. Petty..................................... 80,000 80,000 *
Sheli Z. Rosenberg................................ 45,286(5) 30,000 75,286(5) *
Stuart Sloan...................................... 10,000 10,000 *
Thomas C. Theobald................................ 11,000 10,000 21,000 *
Samuel Zell....................................... 11,698,808(6) 81,334 11,780,142(6) 22.5 %(7)
Robert W. Grubbs(2)............................... 1,986 1,986 *
James E. Knox..................................... 43,244 356,000 399,244 *
Dennis J. Letham(2)...............................
All directors and executive officers as a group
including the above-named persons(2).............. 12,188,290 1,124,958 13,313,248 25 %(7)
</TABLE>
- ---------------
* Percentage of shares beneficially owned does not exceed one percent of the
class.
(1) Unless otherwise indicated, each person included in the group has sole
investment power and sole voting power with respect to the securities
beneficially owned by such person.
(2) Mr. Grubbs, Mr. Letham and all directors and executive officers as a group
have options exercisable within 60 days of the date of this table to
purchase 40,166, 23,333 and 111,323 shares of Anixter Inc., respectively,
which represent in each case less than 1% of the stock of Anixter Inc.
(3) Includes 13,400 shares held in trust for Mr. Handy's minor children and of
which Mr. Handy disclaims beneficial ownership.
(4) Includes 4,000 shares held in trust for Mr. Klein's minor children and of
which Mr. Klein disclaims beneficial ownership.
(5) Mrs. Rosenberg is a co-trustee of the trust described in "Security Ownership
of Principal Stockholders" below and by reason thereof may be deemed to be
the beneficial owner of 124,832 shares of Common Stock held by that trust
and of the Common Stock held by the partnerships described in note (6)
below of which that trust is one of two general partners or managing
general partner. Mrs. Rosenberg disclaims any beneficial ownership of the
shares of Common Stock held by such trust and its partnerships.
(6) All but 140,000 of the shares of Common Stock shown in this table are owned
by partnerships of which a trust of which Mr. Zell is the trustee and
beneficiary is one of two general partners or managing general partners.
(See "Security Ownership of Principal Stockholders" below.) Mr. Zell
disclaims beneficial ownership of the shares of Common Stock held by these
partnerships.
(7) All warrants and options exercisable within 60 days of the date of this
table which may be deemed to be beneficially owned by the person or persons
for whom the calculation is being made are deemed to have been exercised
for the purpose of calculating this percentage.
11
<PAGE> 14
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS
The following table sets forth information as of March 20, 1996 with
respect to each person who is known by the management of the Company to be the
beneficial owner of more than 5% of the outstanding shares of Common Stock.
Unless otherwise indicated, the beneficial owner has sole voting and investment
power.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
TITLE NAME AND ADDRESS OF BENEFICIAL OF
OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- ------------ --------------------------------------- ------------ -----
<S> <C> <C> <C>
Common Riverside Partners 8,759,434(1) 22.9(5)
SZRL Investments 2,599,374(1)
Equity Holdings 200,000(1)
Robert H. and
Ann Lurie Trust 124,832(1)
Sheli Z. Rosenberg 75,286(1)
Samuel Zell 221,334(1)
Two North Riverside Plaza
Suite 600
Chicago, Illinois 60606
Common TIG Partners, L.P. 5,554,000(2) 10.6%
200 West Madison Street
Suite 3800
Chicago, Illinois 60606
Common AIM Management Group Inc. 4,237,200(3) 8.1%
11 Greenway Plaza
Houston, Texas 77046
Common Dietche & Field Advisers, Inc. 7,640,000(4) 14.6%
437 Madison Avenue
New York, New York 10022
</TABLE>
- ---------------
(1) Riverside Partners, SZRL Investments and Equity Holdings are partnerships,
the general partners or managing general partners of which are the Samuel
Zell Revocable Trust and the Robert H. and Ann Lurie Trust. Samuel Zell is
the beneficiary and trustee of the Samuel Zell Revocable Trust. Mrs. Lurie
is the beneficiary and Mmes. Lurie and Rosenberg are the co-trustees of the
Robert H. and Ann Lurie Trust. As a result, Mr. Zell and Mmes. Lurie and
Rosenberg may be deemed to be the beneficial owners of the shares of Common
Stock held by Riverside Partners, SZRL Investments and Equity Holdings. Mr.
Zell and Mmes. Lurie and Rosenberg disclaim beneficial ownership of the
stock owned by Riverside Partners, SZRL Investments and Equity Holdings and
Mrs. Rosenberg disclaims beneficial ownership of the Common Stock held by
the Robert H. and Ann Lurie Trust. The amounts shown include 111,334 shares
obtainable within 60 days of the date of this table by the exercise of
options. Substantially all of the shares owned by Riverside Partners, SZRL
Investments and Equity Holdings are pledged to various financial
institutions as collateral for loans to these entities. Under the various
loan agreements, the pledgees cannot vote or exercise any ownership rights
relating to the pledged shares unless there is an event of default.
(2) The general partner of TIG Partners, L.P. is PDA Corp. All of the issued and
outstanding capital stock of PDA Corp. is owned by Nicholas J. Pritzker.
(3) According to a Schedule 13G dated February 12, 1996, AIM Management Group
Inc. and its subsidiaries AIM Advisors, Inc. and AIM Capital Management,
Inc. have only shared voting and investment power for these shares.
(4) According to a Schedule 13G, dated January 12, 1996, Dietche & Field
Advisors, Inc. has only sole voting power for these shares.
(5) All options exercisable within 60 days of the date of this table which may
be deemed to be beneficially owned by the person or persons for whom the
calculation is being made are deemed to have been exercised for the purpose
of calculating this percentage.
12
<PAGE> 15
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For a description of transactions between the Company and affiliates or
associates of Samuel Zell, chairman and director, and Sheli Rosenberg, director,
see "Compensation Committee Interlocks and Insider Participation."
Mr. Pigott, a director, was retained by a subsidiary of the Company as a
consultant for the period 1994-96 for $100,000 a year.
Mr. Knox, Senior Vice President, General Counsel and Secretary of the
Company, is a partner in the law firm of Mayer, Brown & Platt. The Company has
retained and intends to continue to retain Mayer, Brown & Platt to perform
certain legal services for the Company. Amounts paid in 1995 for these services
were $300,000.
In March 1995, in a transaction in which the Company was represented by its
Chief Executive Officer, the Company purchased Railcar Services Corporation, the
assets of which included a 1% interest in Railcar Trust No. 1992-1 and
approximately $2.1 million in cash equivalents, for a total purchase price of
$4,000,000, including $600,000 paid to Mr. Knox, and $800,000 paid to other
executive officers of the Company for their interests in the purchased company.
In 1992, the Company loaned $98,000 to Mr. Grubbs, President and Chief
Executive Officer of Anixter Inc. This loan is interest free and is payable on
demand. As of December 31, 1995, the balance due on the loan was $60,000.
PROPOSAL 1
APPROVAL OF 1996 STOCK
INCENTIVE PLAN
The Board of Directors has adopted the 1996 Stock Incentive Plan (the
"Incentive Plan") subject to the approval of the stockholders at this meeting.
The purpose of the Incentive Plan is to facilitate the retention and
motivation of key employees, consultants and, if included, directors and to
align more closely their interests with those of the Company and its
stockholders. The Incentive Plan is administered by the Compensation Committee
of the Company's Board of Directors or such other Board committee as the Board
may designate which is comprised of directors who are both "disinterested" as
provided by the regulations of the Securities and Exchange Commission and
"outside" as provided by Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Committee"). Any key employee or active consultant of the Company
and its subsidiaries and its parent is eligible to receive a grant under the
Incentive Plan. Non-employee directors of the Company will also be eligible to
receive grants under the Incentive Plan if and when such eligibility will not
make them ineligible to serve on the Committee. The determination of the persons
within these categories, which encompass all officers, including those named in
the Summary Compensation Table, to receive grants and the terms and the form and
level of grants will be made by the Committee. There are currently 170
participants in previous stock incentive plans of the Company who will be
eligible to receive grants under the Incentive Plan. Awards under the Incentive
Plan may be in the form of incentive stock options, non-qualified stock options,
stock grants, restricted stock, stock appreciation rights, performance shares
and units, dividend equivalent rights and reload options. The exercise price of
any option or stock appreciation right can not be less than 85% of the fair
market value of a corresponding number of Shares as of the date of grant. In
previous grants, the exercise price of stock options has been fair market value
at the time of the grant and it is anticipated that this will continue to be the
case in the absence of special circumstances.
A total of 2,500,000 shares of the Company's Common Stock ("Shares") may be
issued pursuant to the Incentive Plan. This number will be adjusted for stock
splits, spinoffs and similar events. The Shares may be newly issued Shares or
Shares acquired by the Company. No person may be granted in any period of two
consecutive calendar years, awards under the Incentive Plan covering more than
500,000 Shares.
13
<PAGE> 16
The Board of Directors or the Committee may from time to time suspend,
terminate, revise or amend the Incentive Plan or the terms of any grant except
that, without the approval of stockholders, no such revision or amendment may
change the number of Shares covered by or specified in the Incentive Plan,
expand those eligible for grants under the Incentive Plan or change the
qualification for membership on the Committee.
Generally, under present federal tax laws, a grant of a stock option under
the Incentive Plan should create no tax consequences for a participant.
Generally, the Company will be entitled to tax deductions at the time and to the
extent that participants recognize ordinary income. (In some cases, the Company
might not be entitled to this deduction to the extent the amount of such income,
together with other compensation received by that person from the Company,
exceeds $1 million in any one year.) Upon exercise of an option which is not an
incentive stock option (as "ISO") within the meaning of Section 422 of the Code,
a participant will be taxed on the excess of the fair market value of the Shares
on the date of exercise over the exercise price. A participant will generally
have no taxable income upon exercising an ISO. If the participant does not
dispose of Shares acquired pursuant to the exercise of an ISO within two years
of the grant or one year of the exercise, any gain or loss realized on their
subsequent disposition will be capital gain or loss and the Company will not be
entitled to a tax deduction. If such holding period requirements are not
satisfied, the participant will generally realize ordinary income at the time of
disposition in an amount equal to the excess of the fair market value of the
Shares on the date of exercise (or, if less, the amount realized upon
disposition) over the option price and the Company will be entitled to a tax
deduction. Any remaining gain is taxed as long or short term capital gain.
The stock grants for 1996, exhausting the Shares in existing plans and
including, subject to its approval by the stockholders, 195,000 Shares under the
Incentive Plans, are the following:
<TABLE>
<CAPTION>
NUMBER OF SHARES
OPTIONEE COVERED BY OPTIONS
-------------------------------------------------------------- ------------------
<S> <C>
Rod Dammeyer.................................................. 75,000
Robert W. Grubbs.............................................. 90,000
James E. Knox................................................. 45,000
Dennis J. Letham.............................................. 65,000
Samuel Zell................................................... 75,000
All executive officers, including above named persons......... 373,500
All directors who are not executive officers.................. 100,000
All employees, other than those who are executive officers.... 961,000
</TABLE>
The options granted directors are described above under "Compensation of
Directors." The other options have an exercise price of $19.625 per Share, the
market value on the date of the grants, vest annually in fourths beginning on
the first anniversary of the grant and expire in 10 years or sooner in certain
circumstances. The terms of future grants under the Incentive Plan will be
determined by the Committee.
The last reported sales price of the Common Stock on March 20, 1996 was
$18.875 per Share.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1
14
<PAGE> 17
INDEPENDENT AUDITORS
The Board of Directors, upon the recommendation of its Audit Committee, has
selected Ernst & Young as independent auditors of the Company for 1996. Ernst &
Young (and predecessor firm) have audited the Company's financial statements
since 1980. Representatives of Ernst & Young, who are expected to be present at
the meeting, will be given an opportunity to make a statement if they so desire
and to respond to appropriate questions asked by stockholders.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1997 Annual
Meeting of Stockholders must be received by the Company at its principal offices
by December 3, 1996 in order to be considered for inclusion in the Company's
Proxy Statement and Proxy relating to the 1997 Annual Meeting of Stockholders.
CONCLUSION
The Board of Directors knows of no other matters to be presented for
stockholder action at the meeting. However, if other matters do properly come
before the meeting, it is intended that the persons named in the proxies will
vote upon them in accordance with their best judgment.
April 1, 1996
BY ORDER OF THE BOARD OF DIRECTORS
LOGO
JAMES E. KNOX, Secretary
15
<PAGE> 18
PROXY SOLICITED BY AND ON BEHALF OF
THE BOARD OF DIRECTORS OF
ANIXTER INTERNATIONAL INC.
The undersigned hereby appoints Rod F. Dammeyer, Dennis J. Letham and
James E. Knox and each of them (with full power of substitution in each)
proxies of the undersigned to vote at the Annual Meeting of Stockholders of
Anixter International Inc. to be held at 10:00 A.M., Central time, May 9, 1996,
in the Conference Center, One North Franklin Street, Chicago, Illinois, and at
any adjournments thereof, all of the shares of Common Stock of Anixter
International Inc. in the name of the undersigned on the record date.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED STOCKHOLDER. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES AND FOR APPROVAL OF THE 1996 STOCK
INCENTIVE PLAN.
PLEASE SIGN AND DATE THE PROXY CARD ON THE REVERSE SIDE.
- ------------------------------------------------------------------------
COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<TABLE>
<S> <C>
Please mark [X]
your votes as
indicated in
this example
FOR WITHHOLD
ALL NOMINEES AUTHORITY FOR AGAINST ABSTAIN
1. Election of the following nominees as directors: [ ] [ ] 2. Proposal 1- [ ] [ ] [ ]
Lord James Blyth, Bernard F. Brennan, Approval of 1996 Stock
Rod F. Dammeyer, Robert E. Fowler, Jr., Incentive Plan
Robert W. Grubbs Jr, F. Phillip Handy,
Melvyn N. Klein, John R. Petty, Sheli Z. Rosenberg, 3. In their discretion, such other matters as properly
Stuart M. Sloan, James C. Theobold and may come before the meeting or at any adjourn-
Samuel Zell. ment(s) thereof.
Withhold for the following only: PLEASE CHECK BOX IF YOU [ ]
(Instruction: Write the name of the nominee(s) from INTEND TO BE PRESENT AT MEETING
whom you are withholding your vote in this space).
COMMENT/ADDRESS CHANGE [ ]
Please mark this box if you have
written comments/address change
on the reverse side.
- --------------------------------------------------
Dated: , 1996
---------------------------------------
---------------------------------------------------
(Signature of Stockholder)
---------------------------------------------------
(Signature if held jointly)
IMPORTANT: Please date this proxy and sign exactly
as your name appears hereon. If stock is held jointly,
both holders should sign. Executors, administrators,
trustees, guardians and others signing in a
representative capacity should give full title. PLEASE
MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
</TABLE>
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 19
ANIXTER INTERNATIONAL INC.
1996 STOCK INCENTIVE PLAN
1. Purpose and Effective Date. Anixter International Inc. (the
"Company") has established this 1996 Stock Incentive Plan (the "Plan") to
facilitate the retention and continued motivation of key employees, consultants
and, if included, non-employee directors and to align more closely their
interests with those of the Company and its stockholders. The effective date
of the Plan shall be February 8, 1996 subject to approval of the Company's
shareholders at the 1996 Annual Meeting.
2. Administration. The Plan shall be administered by the
Compensation Committee of the Company's Board of Directors or such other Board
committee as the Board may designate (the "Committee"), provided that the
Committee administering the Plan shall be comprised of directors who are both
"disinterested" as provided by the regulations of the Securities and Exchange
Commission and "outside" as provided by Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"). The Committee may delegate all or any
portion of its powers and responsibilities under the Plan to one or more
officers or directors of the Company to the extent that such powers and
responsibilities relate to participation in the Plan by persons who are not
subject to section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act"). The Committee has the authority and responsibility for the
interpretation, administration and application of the provisions of the Plan,
and the Committee's interpretations of the Plan and all actions taken by it and
determinations made by it shall be binding on all persons. No Board or
Committee member shall be liable for any determination, decision or action made
in good faith with respect to the Plan.
3. Shares Subject to Plan. A total of 2,500,000 shares of Common
Stock of the Company ("Shares"), par value $1 per share, may be issued pursuant
to the Plan. The Shares may be authorized but unissued Shares or Shares
reacquired by the Company and held in its treasury. Grants of incentive awards
under the Plan will reduce the number of Shares available thereunder by the
maximum number of Shares obtainable under such grants. If all or any portion
of the Shares otherwise subject to any grant under the Plan are not delivered
for any reason including, but not limited to, the cancellation, expiration or
termination of any option right or unit, the settlement of any award in cash,
the forfeiture of any restricted stock, or the repurchase of any Shares by the
Company for the cost of the employee's investment in the Shares, such number of
Shares shall be available again for issuance under the Plan. The number of
Shares covered by or specified in the Plan and the purchase price for shares
under any outstanding awards, may be
<PAGE> 20
adjusted proportionately by the Committee for any increase or decrease in the
number of issued Shares resulting from a subdivision or consolidation of
Shares, reorganization, recapitalization, spinoff, payment of stock dividends
on the Shares or any other increase or decrease in the number of issued Shares
made without receipt of consideration by the Company.
4. Eligibility. All key employees and active consultants of the
Company and its subsidiaries and its parents are eligible to be selected to
receive a grant under the Plan by the Committee. Non-employee directors of
the Company will also be eligible to receive grants under the Plan, if and when
such eligibility will not make them ineligible to serve on the Committee. The
Committee may condition eligibility under the Plan or participation under the
Plan and any grant or exercise of an incentive award under the Plan to such
conditions, limitations or restrictions as the Committee determines to be
appropriate for any reason. No person may be granted in any period of two
consecutive calendar years, awards covering more than 500,000 Shares.
5. Incentive Awards. The Committee may grant incentive awards to
eligible persons in the form of stock options (including incentive stock
options within the meaning of section 422 of the Code), stock grants,
restricted stock, stock appreciation rights, performance shares and units and
dividend equivalent rights, and reload options to purchase additional Shares if
Shares are delivered in payment of any other options, and shall establish the
number of Shares subject to each such grant and the terms thereof, including
any adjustments for reorganizations and dividends, subject to the following:
(a) All awards granted under the Plan shall be evidenced by
agreements in such form and containing such terms and conditions
not inconsistent with the Plan as the Committee shall prescribe.
(b) Any grant under the Plan to any person who is subject to
section 16(a) of the Exchange Act shall not be transferable other
than by will or the laws of descent and distribution and during
such person's lifetime shall be exercisable only by him or by his
guardian or legal representative, except if, when and to the
extent the discretion of the Committee to provide for
transferability does not affect the "exempt" status under section
16 of grants made pursuant to the Plan.
(c) The exercise price of any option or stock appreciation
right shall not be less than 85% of the fair market value of a
corresponding number of Shares as of the date of grant, except
that such minimum option price may be
-2-
<PAGE> 21
reduced (but not below par value) in the case of options
granted in consideration of a reduction in compensation by the
amount of such reduction.
6. Administration of the Plan. The Board of Directors or the
Committee may from time to time suspend, terminate, revise or amend the Plan or
the terms of any grant in any respect whatsoever, provided that, without the
approval of the stockholders of the Company, no such revision or amendment may
increase the number of Shares subject to the Plan, expand those eligible for
grants under the Plan or change the qualification for membership on the
Committee.
-3-
