1 PROSPECTUS SUPPLEMENT NO. 3 $792,000,000 ANIXTER INTERNATIONAL INC. LIQUID YIELD OPTION(TM) NOTES DUE 2020 (ZERO COUPON -- SENIOR) AND COMMON STOCK ISSUABLE UPON CONVERSION OF THE LYONS This prospectus supplement supplements the prospectus dated August 30, 2000 of Anixter International Inc., as supplemented September 15, 2000, and September 8, 2000, relating to the sale by certain of our securityholders (including their pledgees, donees, transferees or other successors) of up to $792,000,000 principal amount at maturity of LYONs and up to 5,908,558 shares of common stock to be issued upon conversion of the LYONs. You should read this prospectus supplement in conjunction with the prospectus, and this prospectus supplement is qualified by reference to the prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the prospectus. The table of Selling Securityholders contained in the prospectus is hereby amended to add the entities who are named below as Selling Securityholders. AGGREGATE PRINCIPAL AMOUNT OF LYONS AT NUMBER OF SHARES MATURITY THAT OF COMMON STOCK NAME OF SELLING SECURITYHOLDER MAY BE SOLD THAT MAY BE SOLD ------------------------------ ---------------- ---------------- PNB Paribas................................................. $ 2,500,000 18,650 CIBC World Markets International Arbitrage Corp............. 27,500,000 205,158 McMahan Securities Co. L.P.................................. 5,000,000 37,301 Morgan Stanley Dean Witter Convertible Securities Trust..... 9,000,000 67,142 San Diego County Employees Retirement Association........... 6,300,000 46,999 Zazove Institutional Income Fund, L.P....................... 1,800,000 13,428 Additionally, the following line items in the table of Selling Securityholders are hereby amended as follows: Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 36,800,000 274,539 Total..................................................... $623,670,000 4,652,734 Merrill Lynch, Pierce, Fenner & Smith Incorporated and Anixter and its affiliates have engaged in and may in the future engage in, investment banking and other commercial dealings. Merrill Lynch acted as the initial purchaser in the private placement in which the LYONs were originally issued. Merrill Lynch has received customary fees and commissions for these transactions. INVESTING IN THE LYONS OR THE COMMON STOCK INVOLVES RISKS DESCRIBED IN THE "RISK FACTORS" SECTION BEGINNING ON PAGE 9 OF THE PROSPECTUS. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (TM) TRADEMARK OF MERRILL LYNCH & CO. The date of this prospectus supplement is September 29, 2000