<PAGE> 1
PROSPECTUS SUPPLEMENT NO. 1
---------------------------
$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. 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
NAME OF MATURITY THAT OF COMMON STOCK
SELLING SECURITYHOLDER MAY BE SOLD THAT MAY BE SOLD
---------------------- ---------------- ----------------
<S> <C> <C>
Alexandra Global Investments Fund I LTD. $ 11,000,000 82,063
Bank Austria Cayman Island, Ltd. 6,040,000 45,060
Bear, Stearns & Co. Inc. 3,000,000 22,380
Hamilton Partners Limited 57,500,000 428,967
J. P. Morgan Securities, Inc. 12,500,000 93,253
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 26,512,000 197,787
Ramius Securities LLC 1,560,000 11,638
RCG Latitude Master Fund, Ltd. 200,000 1,492
White River Securities, L.L.C. 3,000,000 22,380
</TABLE>
Additionally, the following line items in the table of Selling Securityholders
are hereby amended as follows:
<TABLE>
<S> <C> <C>
R2 Investments, LDC 50,000,000 373,015
Total $ 463,112,000 3,454,942
</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 8, 2000
