ANICOM INC
8-K/A, 1998-02-13
ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                   FORM 8-K/A


 



                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934



                        Date of Report: February 12, 1998




                                  Anicom, Inc.
               (Exact Name of Registrant as Specified in Charter)



         Delaware                  0-25364                        36-3885212    
(State or Other Jurisdiction     (Commission                    (IRS Employer
     of incorporation)           File Number)                Identification No.)



6133 North River Road, Suite 1000, Rosemont, Illinois                   60018
    (Address of Principal Executive Offices)                          (Zip Code)

        Registrant's telephone number, including area code (847) 518-8700

<PAGE>

                                              
Item 5.  Other Events.

     On February 11, 1998, the Registrant  issued the press release  attached as
Exhibit 99.1. The  information  contained in this press release is  incorporated
herein by reference.


Item 7.  Financial Statements and Exhibits.

         (c)      Exhibits.
 
                  99.1       News Release of Registrant dated February 11, 1998



                                                         

<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 hereunto duly authorized.


                                               Anicom, Inc.


Dated:  February 12, 1998                   By:/S/DONALD C. WELCHKO           
                                               Donald  C. Welchko
                                               Chief Financial Officer
 





                                                         

  
                                                                 Exhibit 99.1

NEWS RELEASE                            [Anicom, Inc. LOGO]
                         RE:            6133 N. River Road, Suite 1000
                                        Rosemont, IL 60018
                                        (847) 518-8700
                                        TRADED:  NASDAQ (ANIC)

For Further Information:
                                 AT THE COMPANY
 
Alan Anixter      Scott Anixter             Carl Putnam              Don Welchko
CHB               Chairman & CEO            President & COO          CFO



FOR IMMEDIATE  RELEASE 
FEBRUARY 11, 1998          Media Contact:  Mark Perlman 
                                           The Weiser Group
                                           312/368-6732 [email protected]

                          ANICOM ANNOUNCES RECORD YEAR

ROSEMONT,  ILL.  February 11, 1998 -- Anicom,  Inc.  (Nasdaq:  ANIC), a national
leader and specialist in the  distribution of multimedia  wiring systems,  today
announced record net sales of $244 million for the year ended December 31, 1997,
an increase of 110 percent  compared with net sales of $116 million in the prior
year.

Scott  C.  Anixter,  chairman  and CEO,  commented,  "This  year  has been  very
successful for Anicom.  In addition to achieving  record sales, the company also
completed five acquisitions." Similar to other companies, Anicom has implemented
a  major  new  information  technology  system.  The  company  took a one  time,
non-recurring  fourth  quarter charge of $5.6 million for  reengineering  costs,
including those  associated  with the  implementation  of this new system.  Such
accounting  treatment  is  required by recent  FASB  Emerging  Issues Task Force
decisions  which mandate that  companies  expense  these types of  reengineering
costs.

Anixter  further  added,  "The company  experienced  strong sales and  operating
results  in the fourth  quarter of 1997.  However,  we chose our  slowest  sales
period,  the last  three  weeks of  December,  in  which  to  implement  our new
information  technology system. We chose to sacrifice sales productivity  during
this period to minimize the effect of the systems  conversion  on our  customers
and to allow complete implementation without any impact on 1998 results. For the
first nine months of 1997,  Anicom earned $.21 per share and will break even for
the full year after this  special  charge.  Excluding  the impact of  sacrificed
sales in December and the one time, non-recurring accounting charges, management
believes  that net  earnings  for 1997  would  have  been in line  with  analyst
expectations of $.30 per share."

Alan B. Anixter, chairman of the board, said, "With the recent integration of 12
companies representing  approximately $300 million in additional revenue, it was
necessary to reengineer our business  process to accommodate  our future growth.
Our new information technology system, which is year 2000 compliant,  will allow
us to continue our integrated growth strategy into the next millenium."

                                                            More......
<PAGE>

Anicom, Inc.

Don Welchko, chief financial officer, stated, "The strength of our balance sheet
coupled with the expected  benefits of this new  information  technology  system
will make a strong  company  even  stronger.  Since these costs no longer can be
capitalized,  we expect that the required accounting  treatment will enhance the
contribution of these investments to our future profitability.  We are committed
to maximizing  operating  leverage  through these types of efficiencies  that we
believe will result in margin improvement being driven down to the bottom line."

Scott C. Anixter,  further  commented,  "During 1997, we expanded product lines,
geographic  presence and sales talent to continue our dynamic  integrated growth
strategy. We are continuing to pursue the pipeline of acquisition  opportunities
as they develop, while also continuing our push for strong internal growth."

Headquartered in Rosemont,  Illinois,  Anicom with over 50 locations nationwide,
provides products that "interconnect the Internet" and serves as a vital link to
the ever-growing global communications industry.

In  compliance  with  the  Safe  Harbor  Provision  of  the  Private  Securities
Litigation  Reform Act of 1995,  the company notes the  statements  contained in
this  press  release  that  are  not  historical  facts  may be  forward-looking
statements that are subject to a variety of risks and  uncertainties  more fully
described  in Anicom's  filings  with the  Securities  and  Exchange  Commission
including,  without limitation, those described under "Risk Factors" in Anicom's
Resale  Prospectus  dated December 3, 1997 and in Anicom's Annual Report on Form
10-KSB for the year ended December 31, 1996. Anicom wishes to caution readers of
this press  release  that these risks and  uncertainties  could  cause  Anicom's
actual results in 1998 and beyond to differ  materially  from those expressed in
any forward-looking statements made by, or on behalf of, Anicom. These risks and
uncertainties  include,  without  limitation,   general  economic  and  business
conditions  affecting the  industries of Anicom's  customers in existing and new
geographical markets,  competition from national and regional distributors,  the
availability  of  sufficient  capital,  Anicom's  ability to identify  the right
product  mix and to  maintain  sufficient  inventory  to meet  customer  demand,
Anicom's  ability to  successfully  acquire  and  integrate  the  operations  of
additional   businesses   and  Anicom's   ability  to  operate   effectively  in
geographical  areas in which it has no prior experience.  The words "believe," 
"expect," "plans,"  "anticipated"  and  "intends"  used in this press release as
they relate to Anicom or its management are generally  intended to identify such
forward-looking statements.

                                      # # #

<PAGE>

Anicom, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

                                        Three Months Ended   Twelve Months Ended
                                            December 31,        December 31,
                                           1997     1996       1997      1996
                                        --------  ---------  --------  --------
                                       (in thousands except (in thousands except
                                          per share data)       per share data)

Net Sales                               $ 70,833  $  39,561  $243,664  $115,993
Cost of Sales                             54,937     30,197   187,098    87,442
Total operating expenses 
    and other                             20,767      7,851    55,078    24,615
                                        --------  ---------  --------  --------
Income (loss) from operations             (4,871)     1,513     1,488     3,936
                                        --------  ---------  --------  --------
Total other income (expense)                (311)        43      (537)      309
                                        --------  ---------  --------  --------
Income (loss) before income taxes         (5,182)     1,556       951     4,245
Provision (benefit) for income taxes      (1,681)       701       650     1,622
                                        --------  ---------  --------  --------
Net income (loss)                         (3,501)       855       301     2,623 
Less:  Dividend on preferred stock            --         --      (297)       --
                                        --------  ---------  --------  --------
Net income (loss) available to common 
  stockholders                          $ (3,501) $     855  $      4  $  2,623
                                        ========  =========  ========  ========

Weighted average common shares 
     outstanding:
  Basic                                   20,620     15,558    17,476    13,384
                                        ========  =========  ========  ========
  Diluted                                 20,620     16,005    17,476    13,580
                                        ========  =========  ========  ========
Earnings per common share:
  Basic                                 $ (0.17)  $   0.06 * $    --   $  0.20 *
                                        ========  =========  ========  ========
  Diluted                               $ (0.17)  $   0.05 * $    --   $  0.19 *
                                        ========  =========  ========  ========
* Prior year Earnings Per Share has been restated as required by FAS No. 128, 
   Earnings Per Share.
   ------------------

- --------------------------------------------------------------------------------

Anicom, Inc.
Condensed Consolidated Balance Sheet
December 31
(Unaudited)



                                                     1997        1996
                                                  ---------   ---------
                                                       (in thousands)
Assets

Current assets                                    $ 131,441   $  57,539
Fixed assets - net                                    5,771       2,820
Other assets, primarily goodwill                     78,720      27,595
                                                  ---------   ---------
  Total Assets                                    $ 215,932   $  87,954
                                                  =========   =========

Liabilities and stockholders' equity

Current liabilities                               $  63,233   $  24,143
Long-term liabilities                                 8,549       3,952
Stockholders' equity                                144,150      59,859
                                                  ---------   ---------
  Total liabilities and stockholders' equity      $ 215,932   $  87,954
                                                  =========   =========


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