<PAGE> 1
PROSPECTUS SUPPLEMENT NO. 3
$792,000,000
ANIXTER INTERNATIONAL INC.
LIQUID YIELD OPTION(TM) NOTES DUE 2020
(ZERO COUPON -- SENIOR)
AND
COMMON STOCK ISSUABLE UPON
CONVERSION OF THE LYONS
This prospectus supplement supplements the prospectus dated August 30, 2000
of Anixter International Inc., as supplemented September 15, 2000, and September
8, 2000, relating to the sale by certain of our securityholders (including their
pledgees, donees, transferees or other successors) of up to $792,000,000
principal amount at maturity of LYONs and up to 5,908,558 shares of common stock
to be issued upon conversion of the LYONs. You should read this prospectus
supplement in conjunction with the prospectus, and this prospectus supplement is
qualified by reference to the prospectus except to the extent that the
information in this prospectus supplement supersedes the information contained
in the prospectus. Capitalized terms used in this prospectus supplement and not
otherwise defined herein have the meanings specified in the prospectus.
The table of Selling Securityholders contained in the prospectus is hereby
amended to add the entities who are named below as Selling Securityholders.
<TABLE>
<CAPTION>
AGGREGATE
PRINCIPAL AMOUNT
OF LYONS AT NUMBER OF SHARES
MATURITY THAT OF COMMON STOCK
NAME OF SELLING SECURITYHOLDER MAY BE SOLD THAT MAY BE SOLD
------------------------------ ---------------- ----------------
<S> <C> <C>
PNB Paribas................................................. $ 2,500,000 18,650
CIBC World Markets International Arbitrage Corp............. 27,500,000 205,158
McMahan Securities Co. L.P.................................. 5,000,000 37,301
Morgan Stanley Dean Witter Convertible Securities Trust..... 9,000,000 67,142
San Diego County Employees Retirement Association........... 6,300,000 46,999
Zazove Institutional Income Fund, L.P....................... 1,800,000 13,428
Additionally, the following line items in the table of Selling Securityholders are hereby amended as
follows:
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 36,800,000 274,539
Total..................................................... $623,670,000 4,652,734
</TABLE>
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Anixter and its
affiliates have engaged in and may in the future engage in, investment banking
and other commercial dealings. Merrill Lynch acted as the initial purchaser in
the private placement in which the LYONs were originally issued. Merrill Lynch
has received customary fees and commissions for these transactions.
INVESTING IN THE LYONS OR THE COMMON STOCK INVOLVES RISKS DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 9 OF THE PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
(TM) TRADEMARK OF MERRILL LYNCH & CO.
The date of this prospectus supplement is September 29, 2000
