<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
[ANIXTER INTERNATIONAL LOGO]
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 8, 1997
To the Stockholders of Anixter International Inc.:
The Annual Meeting of Stockholders of Anixter International Inc. will be
held in the 19th floor conference room at Two North Riverside Plaza, Chicago,
Illinois on Thursday, May 8, 1997, at 10:00 a.m., for the purpose of:
(1) electing 11 Directors; and
(2) 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, 1997 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 January 3, 1997 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
James E. Knox
James E. Knox, Secretary
Chicago, Illinois
April 1, 1997
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 8, 1997
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 8, 1997, at 10:00
a.m., in the 19th floor conference room at Two North Riverside Plaza, 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,
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, 1997 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, 1997, 47,485,322 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.
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.
<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 eleven.
The following table sets forth the name and age as of March 20, 1997 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>
Lord James Blyth, 56........... Director of the Company since 1995; Deputy Chairman since
1994 and Chief Executive Officer since 1987 of The Boots
Company, a diversified company engaged in manufacturing,
retailing and real estate; Chairman of the Prime
Minister's Advisory Panel on the Citizen's Charter.
Rod F. Dammeyer, 56............ Director and President since 1985, and Chief Executive
Officer since 1993 of the Company; Managing Director of EGI
Corporate Investments, a diversified management and
investment business, since 1996; Director of Sealy
Corporation, ANTEC Corporation, IMC Global Inc., Falcon
Building Products, Inc., Capsure Holdings Corp., Jacor
Communications, Inc., Revco D.S., Inc., Teletech Holdings
Inc. and Lukens, Inc.; and Trustee of Van Kampen American
Capital closed-end mutual funds and series trusts.
Robert E. Fowler, Jr., 61...... Director of the Company since 1995; President and director
of IMC Global Inc., a producer of crop nutrients and animal
feed ingredients, 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.
Robert W. Grubbs Jr., 40....... President and Chief Executive Officer of Anixter Inc., a
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, 52............ Director of the Company since 1986; Partner of Winter Park
Capital Company, a private investment firm, since 1980;
Director of Chart House Enterprises Inc., Banca Quadrum,
S.A., and Jacor Communications, Inc.
Melvyn N. Klein, 55............ 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., and Bayou
Steel Corporation.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND AGE DURING PAST FIVE YEARS
------------ -----------------------------------
<S> <C>
John R. Petty, 66.............. Director of the Company since 1988; Chairman of Nippon
Credit Trust Company, a bank, since 1990; Chairman of
Federal National Payables, Inc., a factoring company,
since 1992; 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, 55......... Director of the Company since 1990; Principal 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 Manufactured Home
Communities, Inc., Capsure Holdings Corp., Sealy
Corporation, Falcon Building Products, Inc., American
Classic Voyages Co., Revco D.S., Inc., Jacor
Communications, Inc. and Quality Food Centers, Inc.;
Trustee of Equity Residential Properties Trust; Vice
President of First Capital Benefit Administrators, Inc.
which was liquidated under the federal bankruptcy laws in
1995.
Stuart M. Sloan, 53............ Director of the Company since 1994; Chairman of the board of
directors since 1986 and Chief Executive Officer from 1991
to 1996 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;
Director of Teletech Holdings, Inc.
Thomas C. Theobald, 60......... 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, 55................ Director since 1984, Chairman of the Board of Directors
since 1985, and Chief Executive Officer from 1985 to 1993 of
the Company; 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
since 1995 and Chief Executive Officer from 1995 to 1996
of Manufactured Home Communities, Inc.; Chairman or
Co-Chairman of the Board of Directors of Revco D.S., Inc.
and American Classic Voyages Co.; Director of Sealy
Corporation, Chart House Enterprises, Inc., Teletech
Holdings, Inc. and Quality Food Centers, Inc.; Chairman of
The Trustees of Equity Residential Properties Trust.
</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 three meetings in 1996.
The Compensation Committee, currently consisting of Messrs. Fowler
(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
one meeting in 1996.
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 1996.
The Board of Directors held five meetings in 1996. 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...................... 1996 325,000 82,265 75,000 2,250(4)
President & Chief 1995 395,000 343,950 54,332
Executive Officer 1994 630,500(1) 656,250 2,520,000(2) 300,000 114,890
Robert W. Grubbs.................. 1996 400,000 140,000 90,000 2,250(4)
President & Chief Executive 1995 300,000 313,200 25,000(3)
Officer -- Anixter Inc. 1994 275,000 220,000 45,000 1,688
Dennis J. Letham.................. 1996 250,000 90,000 65,000 2,250(4)
Senior Vice President -- Finance 1995 240,000 227,700 11,000(3) 1,988
of the Company and Anixter Inc. 1994 225,000 208,000 33,000(3) 1,688
James E. Knox..................... 1996 340,000 45,000 2,250(4)
Sr. V.P. Gen. 1995 340,000 29,136
Counsel & Sec. 1994 320,000 60,000 56,581
James M. Froisland................ 1996 147,300 45,000 5,000 1,846(4)
Vice President -- Controller
of the Company and Anixter,
Inc.(5)
</TABLE>
- ---------------
1. Salary shown for 1994 includes $5,500, 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 1996 fiscal year, there were 66,800
unvested shares with a value of $1,185,700.
3. These options are for common stock of Anixter Inc., a subsidiary of the
Company.
4. Contributions to employee savings plan.
5. Compensation since date of hire, February 19, 1996.
5
<PAGE> 8
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE AT
SECURITIES OPTIONS ASSUMED ANNUAL RATES OF
UNDERLYING GRANTED TO STOCK PRICE APPRECIATION FOR
OPTIONS EMPLOYEES IN EXERCISE OR DATE OPTION TERM(1)
GRANTED FISCAL BASE PRICE OF ------------------------------
NAME (#) YEAR ($/SH) EXPIRATION 5%($) 10%($)
- ---- ---------- ------------ ----------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Rod Dammeyer................... 75,000 5.6% 19.625 2-8-06 925,650 2,343,750
Robert W. Grubbs............... 90,000 6.7% 19.625 2-8-06 1,110,780 2,812,500
Dennis J. Letham............... 65,000 4.9% 19.625 2-8-06 802,230 2,031,250
James E. Knox.................. 45,000 3.4% 19.625 2-8-06 555,390 1,406,250
James M. Froisland............. 5,000 .4% 19.625 2-8-06 61,710 156,250
</TABLE>
- ---------------
(1) 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................... 0 0 273,332/175,000 1,632,768/343,700
Robert W. Grubbs(1)............ 5,500 56,375 34,666/163,334 355,327/506,174
Dennis J. Letham(1)............ 0 0 23,333/120,667 239,163/430,887
James E. Knox.................. 0 0 356,000/65,000 2,703,382/68,740
James M. Froisland............. 0 0 0/5,000 0/0
</TABLE>
- ---------------
(1) Includes options for shares of Anixter Inc. and values include cash
obtainable from previous phantom options upon exercise of these options.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
ANNUAL ESTIMATED ANNUAL BENEFITS
REMUNERATION FOR MESSRS. GRUBBS, LETHAM AND FROISLAND
ON WHICH YEARS OF SERVICE
BENEFITS ARE -------------------------------------------------------------------------
BASED 5 10 15 20 25 30 35
- ------------ - -- -- -- -- -- --
<C> <C> <C> <C> <C> <C> <C> <C>
$200,000 $12,000 $ 24,000 $ 36,000 $ 48,000 $ 60,000 $ 72,000 $ 72,000
300,000 18,000 37,000 56,000 74,000 93,000 112,000 112,000
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 life 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,
Letham and Froisland, who have 19, 4 and 1 years of service, respectively. The
determination of remuneration is based upon payment, not accrual, and therefore
the covered compensation for 1996 will be the salary shown in the summary
compensation table for 1996 and the bonus shown in that table for 1995.
In the case of Messrs. Dammeyer and Knox it has been agreed that they will
receive annual straight life annuity amounts (which are not reduced for Social
Security benefits) upon retirement at age 65 of $550,000
6
<PAGE> 9
and $300,000, respectively, under the Company's funded and unfunded defined
benefit pension plans. These annual amounts are reduced for service of less than
15 years in the same proportion as years of service bears to 15 years. Each has
11 years of service. It has been agreed that Mr. Knox's service will be
increased by two years in certain circumstances.
COMPENSATION OF DIRECTORS
The Company pays its non-employee directors annual retainers of $60,000 of
its stock in the form of stock units which convert to Common Stock at the
pre-arranged time selected by each director and 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. The Company at its discretion may purchase,
for its market value, Common Stock obtained pursuant to these stock units or
warrants granted in prior years.
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 $325,000, minimum annual incentive opportunities of 50% to 112.5% of salary,
with a minimum 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 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 and Knox. See "Executive Compensation--Pension
Plan Table" for this and other contractual provisions relating to pensions.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
Lord James Blyth, Sheli Rosenberg and Stuart Sloan were members of the
Compensation Committee of the Board of Directors throughout 1996. In November
1996 Robert Fowler replaced Bernard Brennan as Chairman of the Committee.
In 1996, the following relationships existed: Rod Dammeyer, President and
Chief Executive of the Company, was a member of the Compensation Committee of
the Board of Directors of IMC Global, Inc. and Mr. Fowler was an executive
officer and director of that company; Mr. Dammeyer 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
7
<PAGE> 10
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 Messrs. Zell and Dammeyer 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 1996 for these matters were
$2,892,000 for rent and improvements and $115,000 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 March 1996, the Company purchased
1,300,000 shares at $18.874 per share from these affiliates. The price was
determined by an agreement executed in 1995 at a time when the base price, which
was escalated at an annual factor of 6.5%, was below market. 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 1,365,800 shares were purchased from these affiliates in 1996 for a
total of $25,706,256.
The Company is seeking the approval of the Small Business Administration of
an agreement to sell its interest in a small business investment company and
other related assets in a transaction in which an affiliate of Sam Zell and Rod
Dammeyer would be a purchaser. If the transaction had closed on March 31, 1996,
the purchase price would have been approximately $5.9 million, the net book
value of these assets on that date. The actual purchase price will reflect
events since that date and interest at the rate of seven percent per annum.
The terms of the above transactions to the extent they involved more than
$60,000 a year were determined for the Company by the Audit Committee of the
Board of Directors.
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.
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 1996 salary and bonus opportunity for the Chief Executive Officer were
set by his employment agreement. His agreed salary was $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 1996 that for 1996 this bonus would be
determined 70% by the results of Anixter Inc., 15% by the results of ANTEC
Corporation, and 15% by the monetization of specified assets.
8
<PAGE> 11
The Chief Executive Officer was awarded an incentive award of $82,265 for
1996. This represents 33.7% of his target bonus of 75% of his base salary. This
award was attributable to the ANTEC and asset monetization financial objectives
being achieved in part. The ANTEC component was determined by ANTEC's earnings
and earnings in relation to revenues in 1996. The asset component was determined
by the amount of assets held for sale which were monetized during 1996.
The target annual bonus opportunities for 1996 for other executive officers
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. 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. The financial objectives were not achieved in 1996. Although
in the subjective opinion of the Committee, the qualitative goals were exceeded,
the 1996 incentive awards to the executive officers were below target.
The grants to executives of options to purchase stock 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.
Robert E. Fowler, Jr., 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.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C>
Anixter Int'l $100.00 $121.19 $148.35 $183.45 $197.36 $170.87
S & P 500 $100.00 $107.62 $118.46 $120.03 $165.13 $203.05
S & P Com. Equip $100.00 $107.86 $103.76 $118.37 $177.15 $207.47
</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, 1997, certain information
with respect to the Common Stock that may be deemed to be beneficially owned
(including options or warrants exercisable within 60 days) 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.................................. 3,909(7) 10,000 13,909 *
Rod F. Dammeyer................................... 288,966 392,082 681,048 1.4 %(6)
Robert E. Fowler, Jr.............................. 3,909(7) 10,000 13,909 *
F. Philip Handy................................... 85,909(3)(7) 90,000 175,909 *
Melvyn N. Klein................................... 26,909(4)(7) 90,000 116,909 *
John R. Petty..................................... 3,909(7) 50,000 53,909 *
Sheli Z. Rosenberg................................ 49,195(7) 30,000 79,195 *
Stuart Sloan...................................... 3,909(7) 10,000 13,909 *
Thomas C. Theobald................................ 19,909(7) 10,000 29,909 *
Samuel Zell....................................... 10,359,608(5) 100,084 10,459,692(6) 22 %(6)
Robert W. Grubbs(2)............................... 3,494 22,500 25,994 *
Dennis J. Letham(2)............................... 16,250 16,250 *
James E. Knox..................................... 43,244 387,250 430,494 *
James M. Froisland................................ 1,250 1,250 *
All directors and executive officers as a group
including the above-named persons(2).............. 10,905,176 1,223,666 12,128,842 24.9 %(6)
</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 shares or options exercisable within 60 days of the date of this table
to purchase shares of Anixter Inc., totalling 61,340, 46,668, and 161,763,
respectively, which represent in each case less than 1% of the stock of
Anixter Inc.
(3) Includes 7,000 shares held in trust for Mr. Handy's child 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) 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.
(6) 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.
(7) Includes 3,909 common stock units which convert to Common Stock on a 1
for 1 basis at the time determined when the stock units were granted.
11
<PAGE> 14
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS
The following table sets forth information as of March 20, 1997 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>
TITLE NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
-------- ------------------- -------------------- --------
<S> <C> <C> <C>
Common Riverside Partners 7,420,234(1) 22.2%(5)
SZRL Investments 2,599,374(1)
Equity Holdings 200,000(1)
Robert H. and
Ann Lurie Trust 124,832(1)
Samuel Zell 240,084(1)
Two North Riverside Plaza
Suite 600
Chicago, Illinois 60606
Common TIG Partners, L.P. 5,554,000(2) 11.7%
200 West Madison Street
Suite 3800
Chicago, Illinois 60606
Common Dietche & Field Advisers, Inc. 6,064,165(3) 12.8%
437 Madison Avenue
New York, New York 10022
Common J.P. Morgan & Co. 8,691,234(4) 18.3%
60 Wall Street
New York, New York 10260
</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 a co-trustee of the Robert H. and Ann Lurie Trust.
As a result, Mr. Zell and Mrs. Lurie 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 Mrs. Lurie disclaim
beneficial ownership of the stock owned by Riverside Partners, SZRL
Investments and Equity Holdings. The amounts shown include 100,084 shares
obtainable within 60 days of the date of this table by the exercise of
options by Mr. Zell. 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 January 7, 1997, Dietche & Field
Advisors, Inc. has only sole voting power for these shares.
(4) According to a Schedule 13G dated December 31, 1996, J.P. Morgan & Co. has
sole power to vote 5,417,330 shares, shared power to vote 81,915 shares,
sole power to dispose of 8,589,379 shares and shared power to dispose of
88,655 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. Knox, Senior Vice President, General Counsel and Secretary of the
Company, was a partner in the law firm of Mayer, Brown & Platt until the end of
1996. Amounts paid in 1996 to Mayer, Brown & Platt for legal services for the
Company were $222,000.
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 January 3, 1997, the balance due on the loan was $48,000.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the rules of the Securities and Exchange Commission, the Company is
required to report, based upon its review of copies of reports to the Securities
and Exchange Commission about ownership of and transactions in its stock
furnished to the Company and written representations of its directors and
officers about such ownership and transactions, that in 1996, a report required
to be filed on a transaction in Common Stock by Thomas C. Theobald, director of
the Company, was filed late due to a lost transmission.
INDEPENDENT AUDITORS
The Board of Directors, upon the recommendation of its Audit Committee, has
selected Ernst & Young as independent auditors of the Company for 1997. 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 1998 Annual
Meeting of Stockholders must be received by the Company at its principal offices
by December 3, 1997 in order to be considered for inclusion in the Company's
Proxy Statement and Proxy relating to the 1998 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, 1997
BY ORDER OF THE BOARD OF DIRECTORS
James E. Knox
JAMES E. KNOX, Secretary
13
<PAGE> 16
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 8, 1997, in the
19TH floor conference room at Two North Riverside Plaza, 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.
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
1. Election of the following nominees as directors: [ ] [ ]
Lord James Blyth, Rod F. Dammeyer,
Robert E. Fowler, Jr., Robert W. Grubbs Jr,
F. Philip Handy, Melvyn N. Klein,
John R. Petty, Sheli Z. Rosenberg, 2. In their discretion, such other matters as properly
Stuart M. Sloan, Thomas C. Theobald 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: , 1997
---------------------------------------
---------------------------------------------------
(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
