SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-5989
ANIXTER INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 94-1658138
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4711 Golf Road
Skokie, Illinois 60076
(847) 677-2600
(Address and telephone number of principal executive offices)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes X No
At July 26, 2000, 37,150,115 shares of the registrant's Common
Stock, $1.00 par value, were outstanding.
<PAGE>
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 1
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings *
Item 2. Changes in Securities *
Item 3. Defaults Upon Senior Securities *
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information *
Item 6. Exhibits and Reports on Form 8-K 12
* No reportable information under this item.
This report may contain various "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which
can be identified by the use of forward-looking terminology such as
"believes", "expects", "prospects", "estimated", "should", "may" or the
negative thereof or other variations thereon or comparable terminology
indicating the Company's expectations or beliefs concerning future
events. The Company cautions that such statements are qualified by
important factors that could cause actual results to differ materially
from those in the forward-looking statements, a number of which are
identified in this report. Other factors could also cause actual
results to differ materially form expected results included in these
statements. These factors include general economic conditions,
technology changes, changes in supplier or customer relationships,
exchange rate fluctuations and new or changed competitors.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
ANIXTER INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In millions, except per share amounts)
For the 13 Weeks Ended For the 26 Weeks Ended
------------------------------------ -----------------------------------
June 30, 2000 July 2, 1999 June 30, 2000 July 2, 1999
--------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net sales $ 905.5 $ 658.5 $ 1,650.6 $ 1,253.6
Cost of goods sold 712.2 502.6 1,284.0 948.4
--------------- ---------------- --------------- ---------------
Gross profit 193.3 155.9 366.6 305.2
Operating Expenses 141.2 125.5 275.0 250.9
Amortization of goodwill 2.1 1.9 4.1 3.8
--------------- ---------------- --------------- ---------------
Operating income 50.0 28.5 87.5 50.5
Interest expense (11.8) (7.5) (21.4) (16.1)
Foreign exchange and other, net 1.0 - 0.8 (0.1)
--------------- ---------------- --------------- ---------------
Income before income taxes 39.2 21.0 66.9 34.3
Income tax expense 16.5 8.8 28.1 14.4
--------------- ---------------- --------------- ---------------
Income from continuing operations 22.7 12.2 38.8 19.9
Discontinued operations:
Income (loss) from discontinued
operations, net of tax - 1.0 - (0.5)
Gain on disposal of discontinued
operations, net of tax - - - 45.9
--------------- ---------------- --------------- ---------------
Net income $ 22.7 $ 13.2 $ 38.8 $ 65.3
=============== ================ =============== ===============
Basic income per share:
Continuing operations $ 0.62 $ 0.33 $ 1.08 $ 0.51
Discontinued operations - 0.03 - 1.17
--------------- ---------------- --------------- ---------------
Net income $ 0.62 $ 0.36 $ 1.08 $ 1.68
=============== ================ =============== ===============
Diluted income per share:
Continuing operations $ 0.60 $ 0.33 $ 1.04 $ 0.51
Discontinued operations - 0.03 - 1.15
--------------- ---------------- --------------- ---------------
Net income $ 0.60 $ 0.36 $ 1.04 $ 1.66
=============== ================ =============== ===============
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
ANIXTER INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions) June 30, December 31,
ASSETS 2000 1999
--------------- ---------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash $ 20.8 $ 17.5
Accounts receivable (less allowances
of $16.8 and $10.3 in 2000 and 1999, respectively) 642.3 537.5
Inventories 777.5 536.4
Deferred income taxes 19.3 18.2
Other current assets 14.0 11.5
--------------- ---------------
Total current assets 1,473.9 1,121.1
Property and equipment, at cost 155.8 158.6
Accumulated depreciation (105.9) (105.5)
--------------- ---------------
Property and equipment, net 49.9 53.1
Goodwill (less accumulated amortization of
$82.5 and $78.4 in 2000 and 1999, respectively) 233.7 229.1
Other assets 38.6 31.4
--------------- ---------------
$ 1,796.1 $ 1,434.7
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 458.7 $ 340.4
Accrued expenses 144.3 149.1
Income taxes payable 17.6 6.0
--------------- ---------------
Total current liabilities 620.6 495.5
Other liabilities 15.8 14.8
Long-term debt 660.9 468.0
--------------- ---------------
Total liabilities 1,297.3 978.3
Stockholders' equity:
Common stock 37.1 35.9
Accumulated other comprehensive income (48.1) (37.6)
Retained earnings 509.8 458.1
--------------- ---------------
498.8 456.4
--------------- ---------------
$ 1,796.1 $ 1,434.7
=============== ===============
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
ANIXTER INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In millions) 26 Weeks Ended
------------------------------------------
June 30, 2000 July 2, 1999
------------------ -----------------
<S> <C> <C>
Operating activities
Net income $ 38.8 $ 65.3
Adjustments to reconcile income from continuing operations
to net cash provided by continuing operating activities:
Income from discontinued operations - (45.4)
Depreciation and amortization 13.4 13.1
Deferred income taxes (1.1) (0.6)
Changes in current assets and liabilities, net (225.3) (14.6)
Other, net 1.5 3.8
------------------ -----------------
Net cash (used in) provided by continuing operating activities (172.7) 21.6
Investing activities
Capital expenditures (6.2) (9.0)
Acquisition of business (6.7) -
Other - 0.7
------------------ -----------------
Net cash used in continuing investing activities (12.9) (8.3)
Financing activities
Proceeds from long-term borrowings 844.4 408.7
Repayment of long-term borrowings (649.2) (472.0)
Proceeds from issuance of common stock 28.3 4.0
Purchases of common stock for treasury (15.4) (85.6)
Debt issuance costs (6.0) -
Other, net (3.5) (4.1)
------------------ -----------------
Net cash provided by (used in) continuing financing activities 198.6 (149.0)
Cash (used in) provided by discontinued operations (9.7) 129.5
------------------ -----------------
Increase in cash 3.3 (6.2)
Cash at beginning of period 17.5 20.5
------------------ -----------------
Cash at end of period $ 20.8 $ 14.3
================== =================
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
<PAGE>
ANIXTER INTERNATIONAL INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Consolidation and Presentation
The accompanying condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements included in Anixter
International Inc.'s ("the Company") Annual Report on Form 10-K for the year
ended December 31, 1999. The condensed consolidated financial information
furnished herein reflects all adjustments (consisting of normal recurring
accruals) which are, in the opinion of management, necessary for a fair
presentation of the condensed consolidated financial statements for the periods
shown. The results of operations of any interim period are not necessarily
indicative of the results that may be expected for a full fiscal year. Certain
amounts for the prior year have been reclassified to conform to the 2000
presentation.
Note 2. Income per Share
The following table sets forth the computation of basic and diluted income per
common share from continuing operations (In thousands, except per share
amounts):
<TABLE>
<CAPTION>
13 weeks ended 26 weeks ended
--------------------------------------- ------------------------------------
June 30, July 2, June 30, July 2,
2000 1999 2000 1999
----------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Basic EPS:
Income from continuing operations $ 22,717 $ 12,227 $ 38,792 $ 19,924
(numerator)
Weighted-average common shares
Outstanding (denominator) 36,444 36,361 35,985 38,954
================= ================ ================= ===============
Basic EPS $ .62 $ .33 $ 1.08 $ .51
Diluted EPS:
Income from continuing operations $ 22,717 $ 12,227 $ 38,792 $ 19,924
Interest impact of assumed
conversion of convertible notes 45 -- 45 --
---------------- ---------------- ------------------ ---------------
Income from continuing operations
plus assumed conversion (numerator) $ 22,762 $ 12,227 $ 38,837 $ 19,924
Weighted-average common shares
outstanding $ 36,444 36,361 35,985 $ 38,954
Effect of dilutive securities:
Stock options, warrants and
convertible notes 1,446 473 1,367 316
---------------- ---------------- ----------------- --------------
Weighted-average common shares
outstanding (denominator) 37,890 36,834 37,352 39,270
================ ================ ================= ==============
Diluted EPS $ .60 $ .33 $ 1.04 $ .51
</TABLE>
ANIXTER INTERNATIONAL INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3. Comprehensive Income
For the 13 and 26 weeks ended June 30, 2000, total comprehensive income amounted
to $16.9 million and $28.4 million, respectively. For the 13 and 26 weeks ended
July 2, 1999, total comprehensive income was $18.6 million and $68.2 million,
respectively. The difference between net income and comprehensive income is the
change in cumulative translation adjustments.
Note 4. Discontinued Operations
In the fourth quarter of 1998, the Company decided to exit its Integration
segment and accordingly, the Integration segment is reflected as a discontinued
operation in these financial statements. The sale of the North American
Integration business was completed on April 2, 1999, following the sale of the
European Integration business in the fourth quarter of 1998. Total proceeds
received were $215.8 million. This resulted in a one-time after-tax gain of
$45.9 million, which is net of $11.0 million of costs associated primarily with
the closing of selected Latin American and Asian Integration locations and
severance costs associated with staff reductions necessitated by discontinuing
the Integration segment.
Integration net sales were $17.9 million and $177.9 million for the 13 and 26
weeks ended July 2, 1999, respectively. Interest expense has been allocated to
discontinued operations based on the percentage of total identifiable assets.
Note 5. Acquisition of Business
In the first quarter of 2000, the Company acquired 100% of the stock of allNET
Technologies Pty Limited ("allNET") for $6.7 million. allNET is a structured
cabling distributor located in Australia. The effect of this acquisition on the
operating results of the Company was not significant.
Note 6. Liquid Yield Option Notes due 2020
On June 28, 2000, the Company issued $792 million 7% zero coupon
convertible notes due 2020. The net proceeds from the issue was $193 million and
was initially used to repay working capital borrowings under a floating rate
bank line of credit which matures on September 6, 2001. The Company expects to
reborrow such amounts under the line of credit from time to time for general
corporate purposes. The discount associated with the issuance is being amortized
through June 28, 2020 using the effective interest rate method. Issuance costs
for the transaction totaled $7 million and are being amortized through June 28,
2020 using the straight line method.
Note 7. Summarized Financial Information of Anixter Inc.
The Company has an approximate 99% ownership interest in Anixter Inc. at June
30, 2000, which is included in the consolidated financial statements of the
Company. The following summarizes the financial information for Anixter Inc:
ANIXTER INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions) June 30, December 31,
2000 1999
----------------- ------------------
Assets: (Unaudited)
Current assets $ 1,467.7 $ 1,117.9
Property, net 49.9 53.1
Goodwill, net 233.7 229.1
Other assets 32.0 31.2
----------------- ------------------
$ 1,783.3 $ 1,431.3
================= ==================
Liabilities and Stockholders' Equity:
Current liabilities $ 601.1 $ 486.4
Other liabilities 11.3 9.9
Long-term debt 460.7 468.0
Subordinated notes payable to parent 234.5 19.1
Stockholders' equity 475.7 447.9
----------------- ------------------
$ 1,783.3 $ 1,431.3
================= ==================
<TABLE>
<CAPTION>
ANIXTER INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In millions) 13 weeks ended 26 weeks ended
----------------------------------- -------------------------------------
June 30, July 2, June 30, July 2,
2000 1999 2000 1999
--------------- ------------- --------------- ----------------
<S> <C> <C> <C> <C>
Net Sales $ 905.5 $ 658.6 $ 1,650.6 $ 1,228.5
Operating Income $ 50.4 $ 29.0 $ 89.1 $ 51.7
Income before income taxes $ 39.1 $ 21.4 $ 68.5 $ 35.7
Income from continuing operations $ 22.0 $ 11.2 $ 38.6 $ 19.5
Income loss from discontinued $ - $ 1.0 $ - $ (0.5)
operations, net of tax
Gain on disposal of discontinued $ - $ - $ - $ 45.9
operations, net of tax
Net Income $ 22.0 $ 12.2 $ 38.6 $ 64.9
</TABLE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following is a discussion and analysis of the historical results of
operations and financial condition of Anixter International Inc. (the "Company")
and factors affecting the Company's financial resources. This discussion should
be read in conjunction with the consolidated financial statements, including the
notes thereto, set forth herein under "Financial Statements" and the Company's
Annual Report on Form 10-K for the year ended December 31, 1999. This discussion
contains forward-looking statements, which are qualified by reference to, and
should be read in conjunction with, the Company's discussion regarding
forward-looking statements as set forth in this report.
Financial Liquidity and Capital Resources
Cash Flow
Consolidated net cash used in continuing operating activities was $172.7 million
for the 26 weeks ended June 30, 2000 compared to $21.6 million provided for the
same period in 1999. Cash used in operating activities increased due to the
increase in working capital required to support the growth in the business.
Specifically, inventory has increased $241.1 million from December 1999 in order
to support future growth and a significant CLEC contract. Consolidated net cash
used in investing activities was $12.9 million for the 26 weeks ended June 30,
2000 versus $8.3 million for the same period in 1999. In the first quarter of
2000, the Company purchased a small structured cabling company in Australia for
$6.7 million. Consolidated net cash provided by financing activities was $198.6
million for the 26 weeks ended June 30, 2000 in comparison to $149.0 million
used in the corresponding 1999 period. The change is primarily the result of a
net increase in long-term borrowings of $195.2 million to fund the increase in
working capital. In 1999, long-term borrowings were reduced by $63.3 million.
Treasury stock purchases for the 26 weeks ended June 30, 2000 were $15.4 million
compared to $85.6 million in the corresponding 1999 period. The Company received
$28.3 million in 2000 from the exercise of 1,673,000 stock options. Cash used
for discontinued operations was $9.7 million in the 26 weeks ended June 30, 2000
compared to $129.5 million provided in the corresponding 1999 period. The 26
weeks ended July 2, 1999 includes the cash received from the sale of the North
American Integration business.
Financings
On June 28, 2000, the Company issued $792 million 7% zero coupon
convertible notes due 2020. The net proceeds from the issue was $193 million and
was initially used to repay working capital borrowings under a floating rate
bank line of credit which matures on September 6, 2001. The Company expects to
reborrow such amounts under the line of credit from time to time for general
corporate purposes. The discount associated with the issuance is being amortized
through June 28, 2020 using the effective interest rate method. Issuance costs
for the transaction totaled $7 million and are being amortized through June 28,
2020 using the straight line method.
At June 30, 2000, $222.0 million was available under the bank revolving lines of
credit at Anixter Inc., all of which was available to pay the Company for
intercompany liabilities. In March 2000, Anixter Inc. secured an additional $75
million uncommitted line of credit, all of which was available as of June 30,
2000.
Consolidated interest expense was $21.4 million and $16.1 million for the 26
weeks ended June 30, 2000 and July 2, 1999, respectively. The increase is due to
higher debt levels required to fund the increase in working capital along with
slightly higher interest rates.
The Company has authorized the repurchase of up to 1.5 million shares in 2000,
with the volume and timing to depend on market conditions. As of June 30, 2000,
the Company has repurchased 768,776 shares at an average cost of $19.97.
Purchases were made in the open market or through other transactions and were
financed through available cash from the sale of the Integration businesses and
other non-core assets.
Other Liquidity Considerations
Certain debt agreements entered into by the Company's subsidiaries contain
various restrictions including restrictions on payments to the Company. Such
restrictions have not had nor are expected to have an adverse impact on the
Company's ability to meet its cash obligations.
Capital Expenditures
Consolidated capital expenditures were $6.2 million and $9.0 million for the 26
weeks ended June 30, 2000 and July 2, 1999, respectively. The Company expects to
spend approximately $20 to $25 million in capital expenditures in 2000.
Results of Operations
The Company competes with distributors and manufacturers who sell products
directly or through existing distribution channels to end users or other
resellers. The Company's relationship with the manufacturers for which it
distributes products could be affected by decisions made by these manufacturers
as the result of changes in management or ownerships as well as other factors.
In addition, the Company's future performance could be affected by economic
downturns and possible rapid changes in applicable technologies.
Quarter ended June 30, 2000: Income from continuing operations for the second
quarter of 2000 was $22.7 million compared with $12.2 million for the second
quarter of 1999.
The Company's net sales during the second quarter of 2000 increased 37.5% to
$905.5 million from $658.5 million in the same period in 1999. Net sales by
major geographic market are presented in the following table:
13 weeks ended
--------------------------------------
June 30, July 2,
2000 1999
---------------- -----------------
(in millions)
North America $ 720.4 $ 502.7
Europe 141.2 122.2
Asia Pacific and Latin America 43.9 33.6
---------------- -----------------
$ 905.5 $ 658.5
================= =================
When compared to the corresponding period in 1999, North America sales for the
second quarter of 2000 grew 43.3% to $720.4 million. The improvement was a
result of continued rapid growth in the Service Provider sector and a 58%
increase in Integrated Supply sales, along with strong growth in the core
Enterprise Network Communications and Electrical Wire and Cable product sets.
Based on second quarter sales, the Service Provider sector is now at an
annualized $500 million run rate. Europe sales increased 15.6% reflecting strong
growth in our core structured cabling products. Excluding the effect of changes
in exchange rates, Europe sales improved 24.1%. Asia Pacific and Latin American
net sales were up 30.5% from the second quarter of 1999, reflecting improvement
in their respective economies. Excluding the effect of changes in exchange
rates, Asia Pacific and Latin America sales increased 32.2%.
Operating income increased to $50.0 million in 2000 from $28.5 million in the
second quarter of 1999. Operating income by major geographic market is presented
in the following table.
13 weeks ended
-------------------------------------
June 30, July 2,
2000 1999
-------------- ----------------
(in millions)
North America $ 43.9 $ 26.9
Europe 6.2 4.7
Asia Pacific and Latin America (0.1) (3.1)
---------------- ----------------
$ 50.0 $ 28.5
================ ================
North America operating income increased 63.4%. Operating margins improved to
6.1% in the second quarter of 2000, from 5.4% in the same period in 1999. The
improvement primarily relates to a reduction, as a percentage of sales, in
retained overhead costs associated with the North American Integration business
and the absence of costs associated with the Year 2000 compliance efforts
incurred in 1999. Europe operating income increased 31.9%, reflecting strong
second quarter sales. Excluding the effect of changes in exchange rates, Europe
operating profit increased 32.2%. Asia Pacific and Latin America operating loss
decreased 95.8%, to a minimal loss of $.1 million in the second quarter of 2000,
from the comparable period in 1999. This resulted from the 30.5% improvement in
sales and a reduced cost structure following the changes made in staffing and
operations over the last 2 years. Excluding the effect of changes in exchange
rates, Asia Pacific and Latin America operating loss decreased 96.3%.
The consolidated tax provision on continuing operations increased to $16.5
million in 2000 from $8.8 million in the second quarter of 1999 due to higher
pre-tax earnings. The 2000 effective tax rate of 42% is based on pre-tax book
income adjusted primarily for amortization of nondeductible goodwill and losses
of foreign operations which are not currently deductible.
26 weeks ended June 30, 2000: Income from continuing operations for the 26 weeks
ended June 30, 2000 was $38.8 million compared with $19.9 million for the 26
weeks ended July 2, 1999.
The Company's net sales during the 26 weeks ended June 30, 2000 increased 31.7%
to $1,650.6 million from $1,253.6 million in the same period in 1999. Net sales
by major geographic market are presented in the following table:
26 weeks ended
---------------------------------------
June 30, July 2,
2000 1999
---------------- -----------------
(in millions)
North America $ 1,292.7 $ 925.6
Europe 274.0 261.7
Asia Pacific and Latin America 83.9 66.3
------------------ -----------------
$ 1,650.6 $ 1,253.6
================== =================
When compared to the corresponding period in 1999, North America sales for the
26 weeks ended June 30, 2000 grew 39.7% to $1,292.7 million. The improvement was
a result of strong growth in the core Enterprise Network Communications and
Electrical Wire and Cable product sets, along with continued rapid growth in the
Service Provider sector and a 54.9% increase in Integrated Supply sales.
Improvement in Enterprise Network Communications reflected a rebound from the
soft year-end 1999 sales related to the Year 2000 compliance efforts, while
improvement in Electrical Wire and Cable reflected higher copper prices. The
Service Provider sector continued its rapid growth and is now at an annualized
$500 million run rate. Europe sales increased 4.7% due to strong second quarter
sales in our core structured cabling products. Excluding the effect of changes
in exchange rates, Europe sales improved 12.7%. Asia Pacific and Latin American
net sales were up 26.5% from the same period in 1999, reflecting improvement in
their respective economies.
Operating income for the first half of 2000 increased 73.2% or $37.0 million
from $50.5 million in the first half of 1999. Operating income by major
geographic market is presented in the following table:
26 weeks ended
----------------------------------------
June 30, July 2,
2000 1999
----------------- -----------------
(in millions)
North America $ 76.6 $ 46.8
Europe 11.4 10.2
Asia Pacific and Latin America (0.5) (6.5)
----------------- -----------------
$ 87.5 $ 50.5
================= =================
North America operating income increased 63.6%. Operating margins improved to
5.9% in the first half of 2000, from 5.1% in the same period in 1999. The
improvement primarily relates to a reduction, as a percentage of sales, in
retained overhead costs associated with the North American Integration business
and the absence of costs associated with the Year 2000 compliance efforts
incurred in 1999. Europe operating income increased 11.9%, reflecting the
increase in sales. Excluding the effect of changes in exchange rates, Europe
operating profit increased 13.9%. Asia Pacific and Latin America operating loss
decreased 91.8%, recording a loss of $.5 million in the first half of 2000
compared to a loss of $6.5 million for the same period in 1999. This resulted
from the 26.5% improvement in sales and a reduced cost structure following the
corrections made over the last 2 years.
The consolidated tax provision on continuing operations increased to $28.1
million in 2000 from $14.4 million in the first half of 1999 due to higher
pre-tax earnings. The 2000 effective tax rate of 42% is based on pre-tax book
income adjusted primarily for amortization of nondeductible goodwill and losses
of foreign operations which are not currently deductible.
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matter to a Vote of Security Holders
At the Annual Meeting of Stockholders held May 25, 2000 the Directors of the
Company were elected as follows:
DIRECTORS VOTES
FOR WITHHELD
-------------- ------------------
Lord James Blyth 23,123,241 4,970,381
Robert L. Crandall 27,982,282 111,340
Rod F. Dammeyer 27,782,980 310,642
Robert E. Fowler, Jr. 27,783,693 309,929
Robert W. Grubbs, Jr. 27,783,024 310,598
F. Philip Handy 27,981,218 112,404
Melvyn N. Klein 27,982,832 110,790
John R. Petty 27,982,365 111,257
Sheli Z. Rosenberg 27,458,936 634,686
Stuart M. Sloan 27,983,358 110,264
Thomas C. Theobald 27,983,178 110,444
Samuel Zell 27,782,362 311,260
At this Annual Meeting, the Management Incentive Plan was approved by a vote of
26,488,889 shares "for" and 1,578,931 shares "against" with 25,802 shares
abstaining.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.20 Anixter International Inc. Management Incentive Plan
27.1 Financial data schedule
(b) Reports on Form 8-K
On June 19, 2000, the Company filed a current report on Form 8-K dated
June 19, 2000, announcing that it has initiated the placement under
Rule 144A of 20 year senior zero coupon Notes ("Notes") convertible
into shares of the Company's common stock.
On June 29, 2000, the Company filed a current report on Form 8-K dated
June 28, 2000, announcing that it had received approximately $200
million (gross proceeds inclusive of the initial purchaser's
over-allotment option) from the placement of the Notes.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ANIXTER INTERNATIONAL INC.
Date: July 28, 2000 By: /s/ Robert W. Grubbs
----------------------------
Robert W. Grubbs
President and Chief Executive Officer
Date: July 28, 2000 By: /s/ Dennis J. Letham
----------------------------
Dennis J. Letham
Senior Vice President - Finance
and Chief Financial Officer
