0001209191-20-038507.txt : 20200623 0001209191-20-038507.hdr.sgml : 20200623 20200623165736 ACCESSION NUMBER: 0001209191-20-038507 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200429 FILED AS OF DATE: 20200623 DATE AS OF CHANGE: 20200623 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dosch Ted A CENTRAL INDEX KEY: 0001301572 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10212 FILM NUMBER: 20982824 MAIL ADDRESS: STREET 1: C/O ANIXTER INTERNATIONAL INC. STREET 2: 2301 S. PATRIOT BLVD. CITY: GLENVIEW STATE: IL ZIP: 60026 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 2301 PATRIOT BLVD CITY: GLENVIEW STATE: IL ZIP: 60026 BUSINESS PHONE: 2245218204 MAIL ADDRESS: STREET 1: 2301 PATRIOT BLVD CITY: GLENVIEW STATE: IL ZIP: 60026 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-04-29 1 0000052795 ANIXTER INTERNATIONAL INC AXE 0001301572 Dosch Ted A ANIXTER INTERNATIONAL INC. 2301 PATRIOT BLVD. GLENVIEW IL 60026 0 1 0 0 Executive VP-Finance & CFO Common Stock 2020-04-29 5 G 0 E 10000 0.00 D 97953 D Common Stock 2020-06-22 4 D 0 97953 D 0 D Options to Purchase Common Stock 2020-06-22 4 D 0 48579 D Common Stock 48579 0 D Includes 46,191 restricted common stock units. On June 22, 2020, Anixter International, Inc. (the "Issuer") was acquired by WESCO International, Inc. ("WESCO") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 10, 2020, by and among the Issuer, WESCO and Warrior Merger Sub, Inc., a wholly owned subsidiary of WESCO (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock (subject to limited exceptions) converted into the right to receive (i) $72.82 in cash, without interest, as adjusted pursuant to the Merger Agreement (the "Cash Consideration"), (ii) 0.2397 shares of common stock of WESCO (the "Common Stock Consideration") and (iii) 0.6356 depositary shares (the "Preferred Stock Consideration"), each representing a 1/1,000th interest in a share of newly issued fixed-rate reset cumulative perpetual WESCO preferred stock, Series A, $25,000 stated amount per whole preferred share (the "WESCO Series A Preferred Stock" and, collectively with the Cash Consideration and the Common Stock Consideration, the "Merger Consideration"). Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted common stock unit granted prior to January 10, 2020 became fully vested (in the case of any performance-based restricted stock units, with the level of achievement of performance-based vesting criteria measured in accordance with the terms of the applicable award agreement) and was cancelled in exchange for the right to receive, in consideration of and in full settlement thereof, in respect of each share of Issuer common stock underlying such award, a cash payment (without interest) equal to the value of the Merger Consideration. Each outstanding restricted common stock unit granted on or after January 10, 2020 was converted into a cash-settled WESCO phantom stock unit. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding in-the-money stock option became fully vested and was cancelled in exchange for the right to receive, in consideration of and in full settlement thereof, in respect of each share of Issuer common stock underlying such award, a cash payment (without interest) equal to the value of the Merger Consideration less the applicable per share exercise price of the stock option. Outstanding out-of-the-money stock options were cancelled at the Effective Time for no consideration. Michele Nelson, by power of attorney 2020-06-23