0001209191-20-038607.txt : 20200623
0001209191-20-038607.hdr.sgml : 20200623
20200623181655
ACCESSION NUMBER: 0001209191-20-038607
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200622
FILED AS OF DATE: 20200623
DATE AS OF CHANGE: 20200623
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Smith Rodney Arthur
CENTRAL INDEX KEY: 0001372505
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10212
FILM NUMBER: 20983390
MAIL ADDRESS:
STREET 1: C/O ANIXTER INTERNATIONAL INC.
STREET 2: 2301 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
2020-06-22
1
0000052795
ANIXTER INTERNATIONAL INC
AXE
0001372505
Smith Rodney Arthur
C/O ANIXTER INTERNATIONAL INC.
2301 PATRIOT BLVD.
GLENVIEW
IL
60026
0
1
0
0
EVP - Human Resources
Common Stock
2020-05-29
5
G
0
E
1613
0.00
D
39053
D
Common Stock
2020-06-22
4
D
0
39053
D
0
D
Includes 8,792 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.
Michele Nelson, by power of attorney
2020-06-23