<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
[ANIXTER INTERNATIONAL LOGO]
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 26, 1999
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 Wednesday, May 26, 1999,
at 10:00 a.m., for the purpose of:
(1) electing 12 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 April 9, 1999 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 1, 1999 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
/S/ James E. Knox
James E. Knox, Secretary
Chicago, Illinois
April 23, 1999
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 26, 1999
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 23, 1999. 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 Wednesday, May 26, 1999, 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 April 9, 1999 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 April 9, 1999, 38,300,159 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 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 be counted toward a quorum, but 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 twelve.
The following table sets forth the name and age as of March 20, 1999 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, 58........... Director of the Company since 1995; Chairman since 1998,
Deputy Chairman from 1994 to 1998 and Chief Executive
Officer from 1987 to 1998 of The Boots Company, a
diversified company engaged in manufacturing, retailing
and real estate; Director of NatWest Group PLC and Diageo
plc.
Robert L. Crandall, 63......... Chairman of the Board of Directors and Chief Executive
Officer from 1985 to 1998 of AMR Corporation, an air
transportation and diversified services company; Director
of American Express Company, Celestica Inc., Halliburton
Company, MediaOne Group, Inc. and the National Park
Foundation.
Rod F. Dammeyer, 58............ Director since 1985, Vice Chairman since 1998 and President
and Chief Executive Officer from before 1994 to 1998 of the
Company; Managing Partner since 1998 and Managing Director
from 1996 to 1998 of EGI Corporate Investments, a
diversified management and investment business; Director
of ANTEC Corporation, CNA Surety Corp., IMC Global Inc.,
Jacor Communications, Inc., Matria Healthcare, Inc., Metal
Management, Inc., Stericycle, Inc., and TeleTech Holdings
Inc.; and Trustee of various Van Kampen, Inc. funds.
Robert E. Fowler, Jr., 63...... 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.
Robert W. Grubbs Jr., 42....... 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.
Philip Handy, 54............... Director of the Company since 1986; a private investor;
Managing Director of EGI Corporate Investments, a
diversified management and investment business, in 1998;
Partner of Winter Park Capital Company, a private
investment firm, from 1980 to 1997; 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, 57............ 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; A member of the Advisory Committee on International
Economic Policy to the U.S. Secretary of State; Director
of Santa Fe Energy Resources, Inc., Bayou Steel
Corporation, Hanover Compressor Company and Cockrell Oil
and Gas, L.P.
John R. Petty, 68.............. 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, 57......... Director of the Company since 1990; President and Chief
Executive Officer of Equity Group Investments, L.L.C., a
private investment firm, since 1999; Principal of the law
firm Rosenberg & Liebentritt, P.C. from 1980 to 1997;
President, Chief Executive Officer and a director of
Equity Group Investments, Inc., a real estate and
corporate investment firm, for more than the past five
years; Director of Capital Trust, Inc., Manufactured Home
Communities, Inc., Jacor Communications, Inc., CVS
Corporation and Illinova Inc. and its subsidiary, Illinois
Power Company; Trustee of Equity Residential Properties
Trust and Equity Office Properties Trust; Vice President
of First Capital Benefit Administrators, Inc. which was
liquidated under the federal bankruptcy laws in 1995.
Stuart M. Sloan, 55............ 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 Fred Meyer, Inc.
Thomas C. Theobald, 61......... 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; Director of FlexiIn-
ternational Software, Inc., Jones, Lang LaSalle
Incorporated, MONY Group, Stein Roe Funds and Xerox
Corporation.
Samuel Zell, 57................ Director since 1984, and Chairman of the Board of Directors
since 1985 of the Company; Chairman of Equity Group
Investments, L.L.C. since 1999; 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.;
Capital Trust, Inc.; Chart House Enterprises, Inc. and
Jacor Communications, Inc.; Director of Ramco Energy plc,
Davel Communications, Inc. and Fred Meyer, Inc.; Chairman
of the Board of Trustees of Equity Residential Properties
Trust and Equity Office Properties 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 four meetings in 1998.
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 1998.
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 held one meeting in 1998.
The Board of Directors held four meetings in 1998. 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>
Robert W. Grubbs...................... 1998 480,000 293,970 150,000 2,500(1)
President & Chief Executive 1997 420,000 375,000 90,000 2,375
Officer 1996 400,000 140,000 90,000 2,250
Rod Dammeyer.......................... 1998 325,000 -- 150,000 2,500(1)
Vice Chairman 1997 325,000 512,256 50,000 2,375
1996 325,000 82,265 75,000 2,250
Dennis J. Letham...................... 1998 280,000 175,800 50,000 2,500(1)
Senior Vice President -- Finance and 1997 260,000 233,450 45,000 2,375
Chief Financial Officer 1996 250,000 90,000 65,000 2,250
James M. Froisland.................... 1998 185,000 69,820 5,500 2,500(1)
Vice President -- Controller(2) 1997 167,000 106,450 6,250 2,375
1996 147,300 45,000 5,000 1,846
Lisa Kearns Lanz...................... 1998 170,000 66,220 5,000 --
Vice President -- Treasurer(3) 1997 58,846 28,236 6,500 --
</TABLE>
- ---------------
(1) Contributions to employee savings plan.
(2) 1996 compensation since date of hire, February 19, 1996.
(3) 1997 compensation since date of hire, August 25, 1997.
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%($)
---- ---------- ------------ ----------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Robert W. Grubbs(3)............ 150,000 8.5% 17.4375 2-18-08 1,644,945 4,168,620
Rod Dammeyer(2)(3)............. 150,000 8.5% 17.4375 2-18-08 1,258,195 3,043,860
Dennis J. Letham(3)............ 50,000 2.8% 17.4375 2-18-08 548,315 1,389,540
James M. Froisland(3).......... 5,500 .3% 17.4375 2-18-08 60,315 152,849
Lisa Kearns Lanz(3)............ 5,000 .3% 17.4375 2-18-08 54,832 138,954
</TABLE>
- ---------------
(1) These numbers are for presentation purposes only and are not predictions of
future stock prices.
(2) Of these options, 100,000 have special vesting terms (see Compensation
Committee Report) and expire on 2-18-05.
(3) 25% of options become exercisable on each anniversary of grant.
5
<PAGE> 8
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS AT
SHARES VALUE AT FY-END(#) FY-END($)
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Robert W. Grubbs(1)............ 0 0 147,500/262,500 853,719/787,031
Rod Dammeyer................... 0 0 423,332/225,000 3,019,255/637,500
Dennis J. Letham(1)............ 0 0 111,250/116,250 746,485/328,516
James M. Froisland............. 0 0 4,062/12,688 9,236/40,092
Lisa Kearns Lanz............... 0 0 1,625/9,875 3,758/25,648
</TABLE>
- ---------------
(1) Includes options for shares of Anixter Inc.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
ANNUAL ESTIMATED ANNUAL BENEFITS
REMUNERATION FOR MESSRS. GRUBBS, LETHAM, FROISLAND AND MS. LANZ
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 and Ms. Lanz, who have 21, 6 and 3 and 2 years of service,
respectively. The determination of remuneration is based upon payment, not
accrual, and therefore the covered compensation for 1998 will be the salary
shown in the summary compensation table for 1998 and the bonus shown in that
table for 1997.
In the case of Mr. Dammeyer it has been agreed that he will receive an
annual straight life annuity amount (which is not reduced for Social Security
benefits) upon retirement at age 65 of $550,000 under the Company's funded and
unfunded defined benefit pension plans. This annual amount is reduced for
service of less than 15 years in the same proportion as years of service bears
to 15 years. Mr. Dammeyer has 13 years of service.
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.
6
<PAGE> 9
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 (for which
the parties have substituted additional stock options), 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.
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 Mr. Dammeyer. 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 1998.
In 1998, the following relationships existed: Rod Dammeyer, Vice Chairman
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 Jacor Communications, Inc. and Samuel Zell, Chairman of the
Company, was an executive officer and director of that company; Mr. Zell was a
member of the Compensation Committee of the Board of Directors of Quality Food
Centers, Inc., until its merger with Fred Meyer, Inc. in March 1998, and Mr.
Sloan was an executive officer and director of that company until such merger;
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 2003 from,
and shares certain services with, affiliates or associates of Mr. Zell and Mrs.
Rosenberg. The amounts paid by the Company in 1998 for these matters were
$2,272,000 for rent and improvements. The amount received by the Company in 1998
for shared services was $100,000. The Company believes that these transactions
and allocations (which are based on actual or estimated usage) were at market
rates or below.
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.
7
<PAGE> 10
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. In 1998, the
Committee reviewed a study comparing the compensation of the Company's
executives with the compensation of similar executives of a selected group of 22
companies. The companies in the comparison group were selected because they were
believed to be representative of the types of companies with which the company
competes for executives. The companies in the comparison group were of all sizes
and in several industries and have no correlation to the companies include in
the published industry index used in the "Performance Graph." Because of the
great differences in size and industry between the Company and the companies in
the comparison group, the determination of the Committee that the current
compensation of the Company's executives is consistent with the Company's
compensation policy is subjective.
The salary of Mr. Grubbs was increased to $480,000 in 1998 to reflect his
added responsibilities as the Chief Executive Officer of the Company. It was
determined at the beginning of 1998 that his target incentive opportunity for
1998 would be 80% of his salary, with 55% of this opportunity determined by the
operating earnings of Anixter Inc., the Company's operating subsidiary, 25% of
this opportunity determined by Anixter Inc.'s return on tangible capital, and
20% of this opportunity determined by the achievement of specified qualitative
goals. Mr. Grubbs was awarded an incentive bonus of $294,000 for 1998. This
represented 77% of his target incentive opportunity because each of the
financial targets and his specified qualitative goals in the aggregate were only
partially met.
The incentive opportunities for the other executive officers who
participated in the 1998 incentive plan were set by the Committee at the
beginning of the year at amounts ranging from approximately 80% of salary for
the highest paid to 45% of salary for the lowest paid. A portion of this
opportunity ranging from 80% for the highest paid to 70% for the lowest paid,
was based on the financial results of Anixter Inc. and the remainder was based
on the achievement of specified qualitative goals. The components of the
financial results were operating earnings and return on tangible capital, with
the weighting dependent upon responsibilities. Incentive awards for 1998 for
these executive officers ranged from 90% to 78% of target incentive
opportunities because each of the financial targets were only partially met and
the qualitative goals in the aggregate were met or exceeded.
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.
In lieu of participation in the 1998 incentive plan, Mr. Dammeyer was
granted an additional option for 100,000 shares which does not become
exercisable until the earlier of the price of the stock closing above $25 for 10
consecutive days, six years from the grant, or the termination of Mr. Dammeyer's
employment in accordance with his employment agreement.
The components of executive officer compensation related to the performance
of the Company are the levels of the annual incentive 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.
Lord James Blyth
Sheli Z. Rosenberg
Stuart Sloan
8
<PAGE> 11
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>
ANIXTER INTL S & P 500 S & P COM. EQUIP. PEER GROUP
------------ --------- ----------------- ----------
<S> <C> <C> <C> <C>
'1993' 100.00 100.00 100.00 100.00
'1994' 123.66 101.32 101.77 98.98
'1995' 133.04 139.40 120.73 118.87
'1996' 115.18 171.40 138.06 138.18
'1997' 117.86 228.59 158.07 158.97
'1998' 145.09 293.91 141.65 140.38
</TABLE>
* ASSUMES $100 INVESTED AT END OF FIRST YEAR AND ANY DIVIDENDS REINVESTED.
As a result of the Company's sale of its network integration business, the
Company has determined that the S&P Communications Equipment Index no longer
provides a meaningful comparison. Accordingly, the Company has selected a new
Peer Group Index, consisting of the following companies: Anicom Inc., Arrow
Electronics Inc., Avnet Inc., W.W. Grainger Inc., Ingram Micro, Kent Electronics
Corp., Marshall Industries, Pioneer-Standard Electronics, Inc., Premier Farnell
and Tech Data. This peer group was selected based on a review of publicly
available information about these companies and the Company's determination that
they are engaged in distribution businesses similar to that of the Company.
9
<PAGE> 12
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of April 9, 1999, 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 TOTAL OF CLASS
------ ---------- ----- --------
<S> <C> <C> <C> <C>
Name of Beneficial Owner(1)
Lord James Blyth................................ 10,692(7) 10,000 20,692 *
Robert L. Crandall.............................. 2,000 0 2,000 *
Rod F. Dammeyer................................. 326,854(3) 492,082 818,936 2.1 %(6)
Robert E. Fowler, Jr............................ 10,692(7) 10,000 20,692 *
F. Philip Handy................................. 91,692(7) 60,000 151,692 *
Melvyn N. Klein................................. 33,692(4)(7) 70,000 103,692 *
John R. Petty................................... 6,783(8) 50,000 56,783 *
Sheli Z. Rosenberg.............................. 55,978(7) 30,000 85,978 *
Stuart Sloan.................................... 165,692(7) 10,000 175,692 *
Thomas C. Theobald.............................. 33,692(7) 10,000 43,692 *
Samuel Zell..................................... 5,602,550(5) 137,584 5,740,134 15.0 %(6)
Robert W. Grubbs(2)............................. 22,182 230,000 252,182 *
Dennis J. Letham(2)............................. 4,000 151,250 155,250 *
James M. Froisland.............................. 2,408 8,251 10,659 *
Lisa Kearns Lanz................................ -- 2,875 2,875 *
All directors and executive officers as a group
including the above-named persons(2)............ 6,536,061 1,665,452 8,201,513 21.4 %(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 80,000, 67,500, and 156,534,
respectively, which represent in each case less than 1% of the stock of
Anixter Inc.
(3) Includes 14,200 shares held by Mr. Dammeyer's spouse and of which Mr.
Dammeyer 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 10,692 common stock units which convert to Common Stock on a 1 for
1 basis at the time determined when the stock units were granted.
(8) Includes 6,783 common stock units which convert to Common Stock on a 1 for 1
basis at the time determined when the stock units were granted.
10
<PAGE> 13
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS
The following table sets forth information as of April 9, 1999 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 SZRL Investments 790,000(1) 20.9%(4)
Samstock, L.L.C. 81,637(1)
Samstock/SZRT, L.L.C. 4,730,913
Robert H. and
Ann Lurie Trust 2,217,379(1)
Anda Partnership 26,668
LFT Partnership 26,668
Samuel Zell 137,584(1)
Two North Riverside Plaza
Chicago, Illinois 60606
Common TIG Partners, L.P. 5,554,000(2) 14.5%
200 West Madison Street
Suite 3800
Chicago, Illinois 60606
Common Lazard Freres & Co. LLC 3,222,920(3) 8.4%
30 Rockefeller Plaza
New York, New York 10020
</TABLE>
- ---------------
(1) SZRL Investments is a partnership, the 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. Samstock, L.L.C. is a limited liability
company whose sole member is SZ Investments, L.L.C. SZ Investments, L.L.C.
is a limited liability company whose sole managing member is a corporation
wholly owned by the Samuel Zell Revocable Trust. The non-managing members
are two partnerships whose partners are trusts created for the benefit of
Mr. Zell and his family. Mrs. Lurie is the beneficiary and a co-trustee of
the Robert H. and Ann Lurie Trust. Anda Partnership and LFT Partnership are
general partnerships, the partners of which are trusts created for the
benefit of Mrs. Lurie and her family. Mr. Zell and Mrs. Lurie disclaim
beneficial ownership of the stock owned by SZRL Investments. Mr. Zell
disclaims beneficial ownership of the stock owned by the Robert H. and Ann
Lurie Trust, Anda Partnership and LFT Partnership. Mrs. Lurie disclaims
beneficial ownership of the stock owned by Samstock/SZRT, L.L.C. and
Samstock, L.L.C. The amounts shown include 137,584 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 SZRL Investments, and 4,365,990 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 16, 1999, Lazard Freres & Co.
LLC has sole power to vote 2,769,660 shares and sole power to dispose of
3,222,920 shares.
(4) 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.
11
<PAGE> 14
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. This loan is interest free and is payable on demand. As of
January 1, 1999, the balance due on the loan was $24,000.
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 1998, a report required
to be filed on Form 4 by Melvyn N. Klein, a Director 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 1999.
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.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 2000 Annual
Meeting of Stockholders must be received by the Company at its principal offices
by December 26, 1999 in order to be considered for inclusion in the Company's
Proxy Statement and Proxy relating to the 2000 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 23, 1999
BY ORDER OF THE BOARD OF DIRECTORS
/s/ JAMES E. KNOX
JAMES E. KNOX, Secretary
12
<PAGE> 15
PROXY SOLICITED BY AND ON BEHALF OF
THE BOARD OF DIRECTORS OF
ANIXTER INTERNATIONAL INC.
The undersigned hereby appoints Robert W. Grubbs, Jr., 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 26, 1999,
at One North Franklin Street, Chicago, Illinois, and at any adjournments
thereof, all of the shares of Common Stock of Anixter International Inc. in the
name of the undersigned on the record date.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED STOCKHOLDER. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES.
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, Robert L. Crandall,
Rod F. Dammeyer, Robert E. Fowler, Jr.,
Robert W. Grubbs Jr, F. Philip Handy,
Melvyn N. Klein, John R. Petty,
Sheli Z. Rosenberg, Stuart M. Sloan, 2. In their discretion, such other matters as properly
Thomas C. Theobald and Samuel Zell. may come before the meeting or at any adjourn-
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: , 1999
---------------------------------------
----------------------------------------------------
(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
