<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] No fee required.
[ ] 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 7, 1998
To the Stockholders of Anixter International Inc.:
The Annual Meeting of Stockholders of Anixter International Inc. will be
held at One North Franklin Street, Chicago, Illinois on Thursday, May 7, 1998,
at 10:00 a.m., for the purpose of:
(1) electing 11 Directors;
(2) approving the Company's 1998 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, 1998 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., 4711 Golf Road, Skokie, Illinois 60076, 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 2, 1998 is being mailed to all registered holders.
Additional copies of the Annual Report may be obtained without charge by writing
to the Treasurer of Anixter International Inc., 4711 Golf Road, Skokie, Illinois
60076.
BY ORDER OF THE BOARD OF DIRECTORS
LOGO
James E. Knox, Secretary
Chicago, Illinois
April 7, 1998
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 7, 1998
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 4711 Golf Road, Skokie, Illinois 60076 (telephone
847-677-2600). The Proxy Statement and form of proxy were first mailed to
stockholders on or about April 7, 1998. 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 7, 1998, at 10:00 a.m., at 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,
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, 1998 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, 1998, 47,310,177 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 the 1998 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 1998 Stock
Incentive Plan, unless such abstention is by virtue of a "broker non-vote.".
Broker non-votes, just as other abstentions, count toward the presence of a
quorum for purposes of Delaware law. However, for the purpose of satisfying the
requirement of the New York Stock Exchange that the plan be approved by a
majority of a quorum, broker non-votes are not counted in determining the
existence of a quorum.
<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, 1998 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, 57........... 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.
Rod F. Dammeyer, 57............ Director since 1985, Vice Chairman since 1998, Chief
Executive Officer from 1993 to 1998, and President from 1985
to 1998 of the Company; Partner of EGI Corporate
Investments, a diversified management and investment
business; Director of ANTEC Corporation, CNA Surety Corp.,
IMC Global Inc., Jacor Communications, Inc., Lukens, Inc.,
Metal Management, Inc., Stericycle, Inc., TeleTech
Holdings Inc. and Transmedia Network, Inc.; and Trustee of
Van Kampen American Capital closed-end funds.
Robert E. Fowler, Jr., 62...... Director of the Company since 1995; Chief Executive Officer
since 1997 and President and Director since 1996 of IMC
Global Inc., a producer of crop nutrients and animal feed
ingredients; 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.
Robert W. Grubbs Jr., 41....... Director since 1997, and President and Chief Executive
Officer since 1998 of the Company; 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.
Philip Handy, 53............... Director of the Company since 1986; Managing Director of EGI
Corporate Investments, a diversified management and
investment business, since 1997; Partner of Winter Park
Capital Company, a private investment firm, since 1980;
Director of Chart House Enterprises Inc., Banca Quadrum,
S.A., Jacor Communications, Inc. and Transmedia Network,
Inc.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND AGE DURING PAST FIVE YEARS
------------ -----------------------------------
<S> <C>
Melvyn N. Klein, 56............ Director of the Company since 1985; Owner and President of
JAKK Holding Corporation, which is the Managing 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., Bayou
Steel Corporation and Hanover Compressor Company.
John R. Petty, 67.............. Director of the Company since 1988; Chairman of TECSEC
Incorporated, a data security company, since 1997; 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 and Equivest
Finance, Inc.
Sheli Z. Rosenberg, 56......... Director of the Company since 1990; Principal of the law
firm Rosenberg & Liebentritt, P.C. from 1980 to 1997;
President and Chief Executive Officer since 1994 of Equity
Group Investments, Inc., a real estate and corporate
investment firm, and executive officer and director for
more than the past five years of this company; Director of
Manufactured Home Communities, Inc., American Classic
Voyages Co., Jacor Communications, Inc., CVS Corporation
and Illinova Inc. and its subsidiary, Illinois Power
Company; Trustee of Equity Residential Properties Trust,
Equity Office Properties Trust and Capital Trust; Vice
President of First Capital Benefit Administrators, Inc.
which was liquidated under the federal bankruptcy laws in
1995.
Stuart M. Sloan, 54............ Director of the Company since 1994; Chairman of the Board of
Directors from 1986 to 1998 and Chief Executive Officer from
1991 to 1996 of Quality Food Centers, Inc., a supermarket
chain; a Principal since 1984 of Sloan Capital Companies,
a private investment company; Director of TeleTech
Holdings, Inc. and Fred Meyer, 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 LaSalle
Partners Inc., Stein Roe Funds, U.S. Timberlands L.L.C.
and Xerox Corporation.
Samuel Zell, 56................ 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, and Chairman of
the Board of Directors for more than the past five years,
of Equity Group Investments, Inc., a real estate and
corporate investment firm; President from 1990 to 1994 of
Great American Management and Investment, Inc., a
diversified manufacturing company; Chairman of the Board
of Directors since 1995 and Chief Executive Officer from
1995 to 1996 of Manufactured Home Communities, Inc.;
Chairman of the Board of Directors of American Classic
Voyages Co. and Jacor Communications, Inc.; Director of
Chart House Enterprises, Inc., TeleTech Holdings, Inc.,
Ramco Energy plc and Fred Meyer, Inc.; Chairman of the
Board of Trustees of Equity Residential Properties Trust,
Equity Office Properties Trust and Capital Trust.
</TABLE>
3
<PAGE> 6
BOARD AND COMMITTEE MEETINGS
The Audit Committee, currently consisting of Messrs. Petty (Chairman),
Klein 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 1997.
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
two meetings in 1997.
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 1997.
The Board of Directors held four meetings in 1997. 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 -------------------
------------------------------ SECURITIES ALL OTHER
NAME & SALARY BONUS UNDERLYING OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) (#) ($)
------------------ ---- ------ ----- ------------------ ------------
<S> <C> <C> <C> <C> <C>
Rod Dammeyer.......................... 1997 325,000 512,256 50,000 2,375(2)
President & Chief Executive Officer 1996 325,000 82,265 75,000 2,250
1995 395,000 343,950 54,332
Robert W. Grubbs...................... 1997 420,000 375,000 90,000 2,375(2)
President & Chief Executive 1996 400,000 140,000 90,000 2,250
Officer -- Anixter Inc. 1995 300,000 313,200 25,000(1)
Dennis J. Letham...................... 1997 260,000 233,450 45,000 2,375(2)
Senior Vice President -- Finance of 1996 250,000 90,000 65,000 2,250
the Company and Anixter Inc. 1995 240,000 227,700 11,000(1) 1,988
James E. Knox......................... 1997 241,700 20,000 2,375(2)
Sr. V.P., Gen. Counsel & Secretary 1996 340,000 45,000 2,250
1995 340,000 29,136
James M. Froisland.................... 1997 167,000 106,450 6,250 2,375(2)
Vice President -- Controller of the 1996 147,300 45,000 5,000 1,846
Company and Anixter Inc.(3)
</TABLE>
- ---------------
1. These options are for common stock of Anixter Inc., a subsidiary of the
Company.
2. Contributions to employee savings plan.
3. 1996 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%($)
---- ---------- ------------ ----------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Rod Dammeyer................... 50,000 4.4% 15.50 1-17-07 487,393 1,235,150
Robert W. Grubbs............... 90,000 7.9% 15.50 1-17-07 877,308 2,223,270
Dennis J. Letham............... 45,000 3.9% 15.50 1-17-07 438,654 1,111,635
James E. Knox.................. 20,000 1.7% 15.50 1-17-07 194,957 494,060
James M. Froisland............. 6,250 .5% 15.50 1-17-07 60,924 154,394
</TABLE>
- ---------------
(1) These numbers are for presentation purposes only and are not predictions of
future stock prices.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS AT
SHARES VALUE AT FY-END(#) FY-END($)
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Rod Dammeyer................... 0 0 392,082/106,250 1,673,323/71,875
Robert W. Grubbs(1)............ 15,000 333,900 79,166/180,834 544,662/339,213
Dennis J. Letham(1)............ 11,500 97,750 69,084/108,416 567,288/201,450
James E. Knox.................. 0 0 387,250/53,750 2,466,750/28,750
James M. Froisland............. 0 0 1,250/10,000 0/8,984
</TABLE>
- ---------------
(1) Includes options for shares of Anixter Inc. and value realized includes 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
- ------------ - -- -- -- -- -- --
<S> <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 20, 5 and 2 years of service, respectively. The
determination of remuneration is based upon payment, not accrual, and therefore
the covered compensation for 1997 will be the salary shown in the summary
compensation table for 1997 and the bonus shown in that table for 1996.
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 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
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<PAGE> 9
15 years. Each has 12 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 opportunity of 75% of salary, such long-
term incentives as the Compensation Committee in its good faith judgment shall
grant, and long-term disability coverage based on a deemed salary of $625,000
per year. This contract also provided for the maintenance of a life insurance
policy which was distributed to Mr. Dammeyer in 1998. 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 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 $50,000
of term life insurance benefits for this period, and will be vested in his
pension benefits and his stock options, and will be provided an extended period
for the exercise of those options. This agreement also provided for the
maintenance of a life insurance policy which was distributed to Mr. Knox in
1998. 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, Robert Fowler and Stuart Sloan were
members of the Compensation Committee of the Board of Directors in 1997.
In 1997, 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 Compensation Committees of the
Board of Directors of Eagle Industries, Inc., and Falcon Buildings Products,
7
<PAGE> 10
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 amounts paid by the Company in 1997 for these matters were
$2,398,000 for rent and improvements and $56,000 for other services. The amount
received by the Company in 1997 for shared services was $119,000. The Company
believes that these transactions and allocations (which are based on actual or
estimated usage) were at market rates or below.
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 1997 salary of $325,000 for Mr. Dammeyer was set by his employment
agreement. The Committee determined at the beginning of 1997 that his target
incentive opportunity for 1997 would be 150% of his salary and that 75% of this
opportunity would be determined by the results of Anixter Inc., 15% by the
results of ANTEC Corporation, and 10% by the monetization of specified assets.
The Anixter targets were operating earnings and return on tangible capital, with
the former having approximately twice the weight of the latter.
Mr. Dammeyer was awarded an incentive bonus of $512,256 for 1997. This
represents 105% of his target incentive opportunity. The Anixter targets were
met or exceeded, the ANTEC targets were not met, and the monetization target was
exceeded.
The target incentive opportunities for the other executive officers for
1997 were set by the Committee at the beginning of the year at amounts ranging
from approximately 80% of salary for the higher paid to 40% of salary for the
lower paid. A portion of this opportunity, ranging from 80% for the higher paid
to 50% for the lower paid, was based on the Anixter Inc. financial targets
described above. The balance was dependent on the achievement of specified
qualitative goals. Because each of the financial targets was met or exceeded,
and, in
8
<PAGE> 11
the subjective opinion of the Committee, the qualitative goals were
substantially met, the 1997 incentive bonuses to executive officers exceeded
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.
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*
* 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, 1998, 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................................ 7,444(7) 10,000 17,444 *
Rod F. Dammeyer................................. 235,943 423,332 659,275 1.4% (6)
Robert E. Fowler, Jr............................ 7,444(7) 10,000 17,444 *
F. Philip Handy................................. 90,444(3)(7) 70,000 160,444 *
Melvyn N. Klein................................. 30,444(4)(7) 80,000 110,444 *
John R. Petty................................... 7,444(7) 50,000 57,444 *
Sheli Z. Rosenberg.............................. 52,730(7) 30,000 82,730 *
Stuart Sloan.................................... 7,444(7) 10,000 17,444 *
Thomas C. Theobald.............................. 24,444(7) 10,000 34,444 *
Samuel Zell..................................... 5,832,990(5) 118,834 5,951,824(6) 12.6% (6)
Robert W. Grubbs(2)............................. 10,471 67,500 77,971 *
Dennis J. Letham(2)............................. 43,750 43,750 *
James E. Knox................................... 45,221 403,500 448,721 *
James M. Froisland.............................. 1,265 4,063 5,328 *
All directors and executive officers as a group
including the above-named persons(2)............ 6,360,501 1,338,792 7,684,707 16.2% (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 56,666, 52,834, and 118,801,
respectively, which represent in each case less than 1% of the stock of
Anixter Inc.
(3) Includes 2,000 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) The shares of Common Stock shown in this table are owned by a limited
liability company whose sole member is a trust of which Mr. Zell is the
trustee and beneficiary ("Zell Trust"), or by partnerships of which the
Zell Trust 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 7,444 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, 1998 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 200,000(1) 22.2%(6)
SZRL Investments 867,000(1)
Equity Holdings 200,000(1)
Samstock/SZRT, L.L.C. 4,565,990
Robert H. and
Ann Lurie Trust 4,550,822(1)
Samuel Zell 118,834(1)
Two North Riverside Plaza
Chicago, Illinois 60606
Common TIG Partners, L.P. 5,554,000(2) 11.7%
200 West Madison Street
Suite 3800
Chicago, Illinois 60606
Common T. Rowe Price Associates, Inc. 3,377,900(3) 7.1%
100 East Pratt Street
Baltimore, Maryland 21202
Common J.P. Morgan & Co. 5,722,061(4) 12.1%
60 Wall Street
New York, New York 10260
Common Lazard Freres & Co. LLC 3,069,980(5) 6.5%
30 Rockefeller Plaza
New York, New York 10020
</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. Samstock/SZRT,
L.L.C. is a limited liability company whose sole member is the Samuel Zell
Revocable 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. Mr. Zell and Mrs. Lurie disclaim beneficial
ownership of the stock owned by Riverside Partners, SZRL Investments and
Equity Holdings. Mr. Zell disclaims beneficial ownership of the stock owned
by the Robert H. and Ann Lurie Trust. Mrs. Lurie disclaims beneficial
ownership of the stock owned by Samstock/SZRT, L.L.C. The amounts shown
include 118,834 shares obtainable within 60 days of the date of this table
by the exercise of options by Mr. Zell. All of the shares held by Riverside
Partners and SZRL Investments, and 3,265,990 shares held by Samstock/SZRT,
L.L.C. are pledged to various financial institutions as collateral for
loans. 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, 1998, T. Rowe Price
Associates, Inc. has sole power to vote 279,200 shares and sole power to
dispose of 3,377,900 shares.
(4) According to a Schedule 13G dated December 31, 1997, J.P. Morgan & Co. has
sole power to vote 3,945,400 shares, shared power to vote 1,000 shares, sole
power to dispose of 5,704,161 shares and shared power to dispose of 17,400
shares.
(5) According to a Schedule 13G, dated February 13, 1998, Lazard Freres & Co.
LLC has sole power to vote 2,882,880 shares and sole power to dispose of
3,069,980 shares.
(6) 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."
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 2, 1998, the balance due on the loan was $36,000.
PROPOSAL 1
APPROVAL OF 1998 STOCK INCENTIVE PLAN
The Company's 1998 Stock Incentive Plan (the "Incentive Plan") has been
adopted by the Board of Directors subject to the approval of the stockholders at
this meeting.
The purpose of the Incentive Plan is to facilitate the hiring, retention
and continued motivation of key employees, consultants and 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 or by the Board itself (the "Committee"). Any key employee,
director, or active consultant of the Company and its subsidiaries is eligible
to receive a grant under the Incentive Plan. 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. Grants made in 1997 under the
previous stock incentive plan of the Company are set forth in the table below.
Awards under the Incentive Plan may be in the form of incentive stock options,
non-qualified stock options, stock grants, stock units, 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. No more than 20% of the Shares may be awarded in a form other
than options or stock appreciation rights unless such Shares are in payment of
compensation earned or due at the time of the award or within one year thereof.
A total of 3,000,000 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, extraordinary cash dividends 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 750,000 Shares.
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, or
expand those eligible for grants under the Incentive Plan.
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 (an "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 as 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
13
<PAGE> 16
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.
Under current accounting rules, the impact options would have on earnings
of the Company if their value were treated as compensation expense will be shown
in a footnote to the Company's financial statements.
The grants made by the Company in 1997 under its previous stock incentive
plan were as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES
COVERED
----------------
<S> <C>
Robert W. Grubbs............................................ 90,000
Rod Dammeyer................................................ 50,000
Dennis J. Letham............................................ 45,000
James E. Knox............................................... 20,000
James M. Froisland.......................................... 6,250
All executive officers, including the above (9 persons)..... 229,000
All directors who are not executive officers (8 persons).... 31,272
All employees who are not executive officers................ 915,050
</TABLE>
The grants to directors were in the form of stock units which convert to
shares at the time selected by each director at the time of grant. All the other
grants were in the form of stock options. The options have an exercise price
equal to the market price of the Shares on the date of grant, 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 grants under the Incentive Plan
will be determined by the Committee.
The last reported sales price of the Common Stock on March 20, 1998 was
$19.50 per Share.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" PROPOSAL 1
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 1997, a report required
to be filed on Form 3 by Lisa Kearns Lanz, Treasurer of the Company, was filed
late due to a Company oversight.
INDEPENDENT AUDITORS
The Board of Directors, upon the recommendation of its Audit Committee, has
selected Ernst & Young LLP as independent auditors of the Company for 1998.
Ernst & Young LLP (and predecessor firm) have audited the Company's financial
statements since 1980. Representatives of Ernst & Young LLP, 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.
14
<PAGE> 17
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1999 Annual
Meeting of Stockholders must be received by the Company at its principal offices
by December 8, 1998 in order to be considered for inclusion in the Company's
Proxy Statement and Proxy relating to the 1999 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 7, 1998
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 7, 1998, at One
North Franklin Street 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, 3. 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: , 1998
---------------------------------------
FOR AGAINST ABSTAIN
2. Approval of 1998 Stock Incentive Plan [ ] [ ] [ ] ---------------------------------------------------
(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.
1998 STOCK INCENTIVE PLAN
1. PURPOSE AND EFFECTIVE DATE. Anixter International Inc. (the
"Company") has established this 1998 Stock Incentive Plan (the "Plan") to
facilitate the retention and continued motivation of key employees, consultants
and directors and to align more closely their interests with those of the
Company and its stockholders. The effective date of the Plan shall be the
approval of the Company's shareholders at the 1998 Annual Meeting.
2. ADMINISTRATION. The Plan shall be administered by the Board of
Directors, or the Compensation Committee of the Company's Board of Directors or
such other Board committee as the Board may designate (the "Committee"). 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 3,000,000 shares of Common Stock
of the Company ("Shares") 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 from a
participant for the cost of the participant'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 number of Shares
and the purchase price for Shares under any outstanding awards, may be adjusted
proportionately by the Committee for any increase or decrease in the number of
issued Shares or any change in the value of the Shares resulting from a
subdivision or consolidation of Shares, reorganization, recapitalization,
spin-off, payment of stock dividends on the Shares any other increase or
decrease in the number of issued Shares made without receipt of consideration
by the Company, or the payment of an extraordinary cash dividend.
4. ELIGIBILITY. All key employees, active consultants and directors of
the Company and its subsidiaries are eligible to be selected to receive a grant
under the Plan by 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 on 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 750,000 Shares.
<PAGE> 20
5. AWARDS. The Committee may grant awards under the Plan to eligible
persons in the form of stock options (including incentive stock options within
the meaning of section 422 of the Code), stock grants, stock units, 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) 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 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.
(c) No more than 20% of the Shares may be awarded in a form other than
options or stock appreciation rights unless such Shares are in
payment of compensation earned or due at the time of the award or
within one year thereof.
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 or expand those eligible for grants under
the Plan.
2
