UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 18, 1999
Anicom, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-25364 36-3885212
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(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.
6133 North River Road, Suite 1000, Rosemont, Illinois 60018
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (847) 518-8700
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Item 5. Other Events.
On March 18, 1999, 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, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release of Registrant dated March 18, 1999.
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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: March 18, 1999 By: /s/ Scott C. Anixter
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Scott C. Anixter
Chairman and Chief Executive Officer
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Exhibit Index
Exhibit # Item
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99.1 Press Release
FOR IMMEDIATE RELEASE
ANICOM ADOPTS STOCKHOLDER RIGHTS PLAN;
MANAGEMENT ADDRESSES RECENT STOCK PERFORMANCE
Rosemont, Illinois, March 18, 1999 -- Anicom, Inc. (Nasdaq: ANIC),
today announced that its Board of Directors has adopted a Stockholder Rights
Plan.
Scott C. Anixter, Chairman and CEO, stated that "the Board adopted the
new Plan to protect against future abusive takeover tactics such as partial
tender offers and selective open market purchases. The Plan was not adopted in
response to any specific effort to acquire control of the Company. The Plan is
intended to assure that stockholders receive fair and equitable treatment in the
event of unsolicited attempts to acquire the Company." Mr. Anixter further
stressed that "the Plan is not intended to prevent an acquisition of the Company
on terms that are favorable and fair to all stockholders. The Plan is designed
to deal with the very serious problem of unilateral actions by hostile acquirors
that are calculated to deprive the Company's Board and its stockholders of their
ability to determine the destiny of the Company."
Under the Plan, preferred stock purchase rights will be distributed to
stockholders of record as of March 31, 1999, at the rate of one Right for each
outstanding share of the Company's common stock. Generally, the Rights will not
be triggered unless a person or group acquires 15% or more of the Company's
common stock or announces a tender offer upon consummation of which such person
or group would own 15% or more of the common stock. The Rights will expire in
ten years unless earlier redeemed or terminated. The Company generally may amend
the Rights or redeem the Rights at $0.01 per Right at any time prior to the time
a person or group has acquired 15% of the Company's common stock. Additional
detail regarding the Rights Plan will be outlined in a summary to be mailed to
all stockholders following the record date.
In response to inquiries from stockholders and analysts regarding the
recent level of the Company's share price, Mr. Anixter also added: "Anicom's
fundamental performance and outlook remain strong. Our management believes that
Anicom's shares are undervalued at their current market price. We are committed
to maximizing operating leverage through efficiencies that we believe will
result in operating margin improvements. For 1999, we have undertaken a series
of initiatives to enhance profitability, including: tightened expense controls,
a strategic focus on core components to achieve higher margins, maximizing cash
flow through receivables and inventory management, consolidation of facilities
and stronger vendor relationships. With an underleveraged balance sheet and a
Year 2000 compliant information technology system, we believe Anicom is well
positioned to achieve its long term strategic and financial goals."
Anicom, Inc. (Nasdaq: ANIC), is a leader and specialist in the
distribution of multimedia technology products throughout North America.
Headquartered in Rosemont, Illinois, Anicom provides products that "interconnect
the Internet" and serve 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 2, 1998 and in Anicom's Annual Report on Form
10-K for the year ended December 31, 1997. Anicom wishes to caution readers of
this press release that these risks and uncertainties could cause Anicom's
actual results in 1999 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
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Anicom, Inc.
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 and Anicom's ability to operate effectively in geographical
areas in which it has no prior experience. Words such as "believe," "feel" and
"expect" and words of similar effect used in this press release as they relate
to Anicom or its management are generally intended to identify such
forward-looking statements.
