-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PLG7YOLPdU0KFx2TRgyxJEqNRkZvcL6ISedkaTDGi6omp9QCKdB7kodBXwlsfIzB qWCSfLh35RFK0g7ZnYmfew== 0000895813-03-000145.txt : 20030708 0000895813-03-000145.hdr.sgml : 20030708 20030708165302 ACCESSION NUMBER: 0000895813-03-000145 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030707 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANIXTER INTERNATIONAL INC CENTRAL INDEX KEY: 0000052795 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063] IRS NUMBER: 941658138 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10212 FILM NUMBER: 03778781 BUSINESS ADDRESS: STREET 1: 2301 PATRIOT BLVD CITY: GLENVIEW STATE: IL ZIP: 60025 BUSINESS PHONE: 2245218204 MAIL ADDRESS: STREET 1: 2301 PATRIOT BLVD CITY: GLENVIEW STATE: IL ZIP: 60025 FORMER COMPANY: FORMER CONFORMED NAME: ITEL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SSI COMPUTER DATE OF NAME CHANGE: 19710316 FORMER COMPANY: FORMER CONFORMED NAME: SSI COMPUTER CORP DATE OF NAME CHANGE: 19690727 8-K 1 x0708-8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 7, 2003 ------------ ANIXTER INTERNATIONAL INC. -------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-5989 94-1658138 -------- ------ ---------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2301 Patriot Boulevard, Glenview, Illinois 60025 ------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (224) 521-8000 -------------- ITEM 5. OTHER EVENTS. On July 7, 2003, Anixter International Inc. (the "Company") received $125.0 million gross proceeds from the placement under Rule 144A of $328.8 million principal amount at maturity of 30-year zero coupon senior notes convertible into shares of the Company's common stock. Copies of the press releases relating to the announcement and final terms of the offering of the notes are filed as Exhibits 99.1 and 99.2 hereto, respectively, and are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS. 99.1 Press release, dated June 30, 2003, issued by the Company. 99.2 Press release, dated July 1, 2003, issued by the Company. 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. ANIXTER INTERNATIONAL INC. (Registrant) Date: July 8, 2003 By: /s/ Dennis J. Letham ----------------------------- Dennis J. Letham Senior Vice President - Finance and Chief Financial Officer EXHIBIT INDEX ------------- Exhibit No. Description ------- ----------- 99.1 Press release, dated June 30, 2003, issued by the Company. 99.2 Press release, dated July 1, 2003, issued by the Company. EX-99 3 xex-991.txt EXHIBIT 99.1 ------------ FOR FURTHER INFORMATION: AT THE COMPANY: AT ASHTON PARTNERS: DENNIS LETHAM CHRIS KETTMANN H. PATEL CHIEF FINANCIAL OFFICER INVESTOR INQUIRIES MEDIA INQUIRIES (224) 521-8601 (312) 553-6716 (312) 553-6745 ANIXTER INTERNATIONAL INC TO RAISE $125 MILLION IN SALE OF ZERO COUPON CONVERTIBLE SENIOR NOTES ------------------------------------ GLENVIEW, IL, JUNE 30, 2003 - Anixter International Inc. (NYSE: AXE), today announced that it will seek to raise $125 million through an offering of zero coupon convertible senior notes due 2033. Anixter may raise up to an additional $18.75 million upon exercise of an over- allotment option in connection with the offering. Anixter expects to use the proceeds of the offering to fund possible repurchases of its outstanding debt and equity securities, including the repurchase of up to $17 million of its common stock simultaneous with the offering, and for general corporate purposes. Neither the convertible notes nor the shares issuable upon their conversion have been registered under the Securities Act of 1933 or any state securities laws and, until so registered, may not be offered or sold in the United States or any state absent registration or an applicable exemption from registration requirements. ABOUT ANIXTER Anixter International is the world's leading distributor of communication products, electrical and electronic wire & cable and a leading distributor of fasteners and other small parts ("C" Class inventory components) to Original Equipment Manufacturers. Founded in 1957 and headquartered near Chicago, Anixter trades on The New York Stock Exchange under the symbol AXE. SAFE HARBOR STATEMENT THE STATEMENTS IN THIS NEWS RELEASE THAT USE SUCH WORDS AS "BELIEVE," "EXPECT," "INTEND," "ANTICIPATE," "CONTEMPLATE," "ESTIMATE," "PLAN," "SHOULD," "MAY," OR SIMILAR EXPRESSIONS ARE FORWARD-LOOKING STATEMENTS. THEY ARE SUBJECT TO A NUMBER OF FACTORS THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM WHAT IS INDICATED HERE. THESE FACTORS INCLUDE GENERAL ECONOMIC CONDITIONS, TECHNOLOGY CHANGES, CHANGES IN SUPPLIER OR CUSTOMER RELATIONSHIPS, EXCHANGE RATE FLUCTUATIONS, AND NEW OR CHANGED COMPETITORS. PLEASE SEE THE COMPANY'S SECURITIES AND EXCHANGE COMMISSION FILINGS FOR MORE INFORMATION. EX-99 4 xex-992.txt EXHIBIT 99.2 ------------ FOR FURTHER INFORMATION: AT THE COMPANY: AT ASHTON PARTNERS: DENNIS LETHAM CHRIS KETTMANN H. PATEL CHIEF FINANCIAL OFFICER INVESTOR INQUIRIES MEDIA INQUIRIES (224) 521-8601 (312) 553-6716 (312) 553-6745 ANIXTER INTERNATIONAL INC ANNOUNCES SALE OF $125 MILLION OF ZERO COUPON CONVERTIBLE SENIOR NOTES ------------------------------------ GLENVIEW, IL, JULY 1, 2003 - Anixter International Inc. (NYSE: AXE), today announced that it has agreed to the sale of 30-year zero coupon senior notes that are convertible into shares of Anixter International common stock. Anixter anticipates gross proceeds of $125 million. The initial purchaser of the notes will also have a 13-day option to purchase additional notes to cover over-allotments, which would give Anixter up to approximately $18.75 million in additional gross proceeds. Terms of the 30-year zero coupon senior notes include an annual yield- to-maturity of 3.25 percent and an initial conversion premium of 26 percent over the $23.43 closing price of Anixter common stock on June 30, 2003. If certain conditions for conversion (relating to the closing stock prices of Anixter exceeding certain thresholds for specified periods) are met, holders may convert each of the 30-year zero coupon senior notes into 12.8773 shares of Anixter common stock in any calendar quarter commencing after September 30, 2003. Holders also may convert their notes into shares of Anixter common stock if the notes are called for redemption or upon the occurrence of certain corporate events. In either event, Anixter may elect to settle the conversion obligation in cash. If the conditions for conversion are met, and Anixter elects not to settle in cash, the 30-year zero coupon senior notes will be convertible in the aggregate into approximately 4,234,000 shares of Anixter common stock or approximately 4,869,000 shares of Anixter common stock if the initial purchaser exercises its entire over-allotment option. Anixter may redeem the 30-year zero coupon senior notes, at any time in whole or in part, after eight years for cash at accreted value. Holders of the 30-year zero coupon senior notes will have the option to require Anixter to purchase their notes at accreted value in years 4, 6, 8, 10, 15, 20 and 25. Anixter may choose to pay the purchase price in cash and/or common shares. The notes and the shares of common stock issuable upon conversion have not been registered under the Securities Act of 1933 or any state securities laws and, until so registered, may not be offered or sold in the United States or any state absent registration or an applicable exemption from registration requirements. ABOUT ANIXTER Anixter International is the world's leading distributor of communication products, electrical and electronic wire & cable and a leading distributor of fasteners and other small parts ("C" Class inventory components) to Original Equipment Manufacturers. The company adds value to the distribution process by providing its customers access to 1) more than 185,000 products and nearly $500 million in inventory, 2) 142 warehouses with more than 4.4 million square feet of space, and 3) locations in 175 cities in 40 countries. Founded in 1957 and headquartered near Chicago, Anixter trades on The New York Stock Exchange under the symbol AXE. SAFE HARBOR STATEMENT THE STATEMENTS IN THIS NEWS RELEASE THAT USE SUCH WORDS AS "BELIEVE," "EXPECT," "INTEND," "ANTICIPATE," "CONTEMPLATE," "ESTIMATE," "PLAN," "SHOULD," "MAY," OR SIMILAR EXPRESSIONS ARE FORWARD-LOOKING STATEMENTS. THEY ARE SUBJECT TO A NUMBER OF FACTORS THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM WHAT IS INDICATED HERE. THESE FACTORS INCLUDE GENERAL ECONOMIC CONDITIONS, TECHNOLOGY CHANGES, CHANGES IN SUPPLIER OR CUSTOMER RELATIONSHIPS, EXCHANGE RATE FLUCTUATIONS, AND NEW OR CHANGED COMPETITORS. PLEASE SEE THE COMPANY'S SECURITIES AND EXCHANGE COMMISSION FILINGS FOR MORE INFORMATION. ADDITIONAL INFORMATION ABOUT ANIXTER IS AVAILABLE ON THE INTERNET AT www.anixter.com --------------- -----END PRIVACY-ENHANCED MESSAGE-----