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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 2, 1999
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
Commission file number 1-5989
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ANIXTER INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 94-1658138
- -------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4711 Golf Road
Skokie, Illinois 60076
----------------------
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (847) 677-2600
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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At, August 6, 1999 there were 35,990,369 shares of Common Stock, $1.00 par
value, of the registrant outstanding.
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PART I.
ITEM 1. FINANCIAL STATEMENTS
ANIXTER INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATION
(UNAUDITED)
(In millions, except per share amounts)
13 WEEKS ENDED 26 WEEKS ENDED
JULY 2, JULY 3, JULY 2, JULY 3,
1999 1998 1999 1998
------- ------- -------- --------
Net sales $ 658.5 $ 584.6 $1,253.6 $1,146.7
Cost of goods sold 502.6 440.8 948.4 861.8
------- ------- -------- --------
Gross profit 155.9 143.8 305.2 284.9
Operating expenses 125.5 119.7 250.9 235.9
Amortization of goodwill 1.9 1.7 3.8 3.3
------- ------- -------- --------
Operating income 28.5 22.4 50.5 45.7
Interest expense (7.5) (7.2) (16.1) (14.5)
Gain on ANTEC investment - 15.9 - 24.3
Foreign exchange and other, net - (.6) (.1) (.3)
------- ------- -------- --------
Income before income taxes 21.0 30.5 34.3 55.2
Income tax expense 8.8 12.7 14.4 23.0
------- ------- -------- --------
Income from continuing
operations 12.2 17.8 19.9 32.2
Discontinued operations:
Income from discontinued
operations, net of tax 1.0 3.7 (.5) 4.9
Gain on disposal of
discontinued operations,
net of tax - - 45.9 11.1
------- ------- -------- --------
Net income $ 13.2 $ 21.5 $ 65.3 $ 48.2
======= ======= ======== ========
Basic income per common share:
Continuing operations $ .33 $ .38 $ .51 $ .69
Discontinued operations .03 .08 1.17 .34
------- ------- -------- --------
Net income $ .36 $ .46 $ 1.68 $ 1.03
======= ======= ======== ========
Diluted income per common share:
Continuing operations $ .33 $ .38 $ .51 $ .68
Discontinued operations .03 .08 1.15 .34
------- ------- -------- --------
Net income $ .36 $ .46 $ 1.66 $ 1.02
======= ======= ======== ========
See accompanying notes to the condensed consolidated financial statements.
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ANIXTER INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(In millions) JULY 2, JANUARY 1,
1999 1999
-------- --------
(UNAUDITED)
Cash $ 14.3 $ 20.5
Accounts receivable (less allowances of $10.1
in 1999 and $11.0 in 1998) 517.0 455.9
Inventories 462.4 417.2
Income taxes receivable - 5.1
Other current assets 14.8 8.4
-------- --------
Total current assets 1,008.5 907.1
Property and equipment, at cost 148.2 144.1
Accumulated depreciation (92.2) (86.5)
-------- --------
Net property and equipment 56.0 57.6
Goodwill (less accumulated amortization
of $74.8 in 1999 and $71.0 in 1998) 232.1 233.8
Net assets of discontinued operations - 87.3
Other assets 39.5 36.0
-------- --------
$1,336.1 $1,321.8
======== ========
See accompanying notes to the condensed consolidated financial statements.
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ANIXTER INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(In millions) JULY 2, JANUARY 1,
1999 1999
-------- --------
(UNAUDITED)
Current liabilities:
Accounts payable $ 288.6 $ 246.7
Accrued expenses 124.8 94.3
Income taxes payable 20.6 -
-------- --------
Total current liabilities 434.0 341.0
Deferred taxes, net 14.4 15.0
Other liabilities 13.3 10.7
Long-term debt 476.1 543.6
-------- --------
Total liabilities 937.8 910.3
Stockholders' equity:
Common stock 36.0 41.8
Accumulated other comprehensive income (36.8) (39.7)
Retained earnings 399.1 409.4
-------- --------
Total stockholders' equity 398.3 411.5
-------- --------
$1,336.1 $1,321.8
======== ========
See accompanying notes to the condensed consolidated financial statements.
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ANIXTER INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(In millions)
26 WEEKS ENDED
JULY 2, JULY 3,
1999 1998
-------- --------
Operating activities:
Net income $ 65.3 $ 48.2
Adjustments to reconcile net income
to net cash provided by operating
activities from continuing operations:
Income from discontinued operations (45.4) (16.0)
Depreciation and amortization 13.1 12.7
Gain on ANTEC investment - (24.3)
Deferred income taxes (.6) 3.9
Changes in current assets and liabilities, net (14.6) (67.6)
Other, net 3.8 (.1)
-------- --------
Net cash provided by (used for) operating
activities from continuing operations 21.6 (43.2)
Investing activities:
Capital expenditures (9.0) (14.3)
Proceeds from sale of ANTEC - 104.3
Business acquisitions, net of cash acquired - (38.2)
Other .7 -
-------- --------
Net cash (used) provided by investing activities (8.3) 51.8
-------- --------
Net cash provided before financing activities 13.3 8.6
Financing activities:
Borrowings 408.7 392.2
Reduction in borrowings (472.0) (373.0)
Proceeds from issuance of common stock 4.0 3.0
Purchases of treasury stock (85.6) (50.6)
Other, net (4.1) (2.4)
-------- --------
Net cash used by financing activities (149.0) (30.8)
Cash provided by discontinued operations 129.5 24.3
-------- --------
Cash (used) provided (6.2) 2.1
Cash at beginning of period 20.5 10.6
-------- --------
Cash at end of period $ 14.3 $ 12.7
======== ========
See accompanying notes to the condensed consolidated financial statements.
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ANIXTER INTERNATIONAL INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION: The accompanying condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements included in Anixter International Inc.'s (Company) Annual Report on
Form 10-K for the year ended January 1, 1999. The condensed consolidated
financial information furnished herein reflects all adjustments (consisting of
normal recurring accruals) which are, in the opinion of management, necessary
for a fair presentation of the condensed consolidated financial statements for
the periods shown. The results of operations of any interim period are not
necessarily indicative of the results that may be expected for a full fiscal
year. Certain amounts for the prior year have been reclassified and restated to
conform to the 1999 presentation and to reflect the discontinuance of the
Integration business. The impact on net income is not significant.
NOTE 2. INCOME PER SHARE
The following table sets forth the computation of basic and diluted income per
common share from continuing operations:
(In millions, except per share amounts)
13 WEEKS ENDED 26 WEEKS ENDED
------------------- ---------------------
JULY 2, JULY 3, JULY 2, JULY 3,
1999 1998 1999 1998
------- ------- -------- --------
Numerator:
Income from continuing
operations $ 12.2 $ 17.8 $ 19.9 $ 32.2
Denominator:
Basic common shares
outstanding 36.4 46.3 39.0 46.8
Effect of dilutive securities:
Stock options and warrants .4 .4 .3 .4
------- ------- -------- --------
Diluted common shares
outstanding 36.8 46.7 39.3 47.2
======= ======= ======== ========
Income per share from
continuing operations:
Basic $ .33 $ .38 $ .51 $ .69
Diluted $ .33 $ .38 $ .51 $ .68
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ANIXTER INTERNATIONAL INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3. COMPREHENSIVE INCOME
For the 13 and 26 weeks ended July 2, 1999, total comprehensive income amounted
to $18.6 million and $68.2 million respectively. For the 13 and 26 weeks ended
July 3, 1998, total comprehensive income amounted to $1.7 million and $25.3
million, respectively. The difference between net income and comprehensive
income is the change in cumulative translation adjustments and for 1998,
unrealized gains on marketable equity securities.
NOTE 4. DISCONTINUED OPERATIONS
In the fourth quarter of 1998, the Company decided to exit its Integration
segment and accordingly, the Integration segment is reflected as a discontinued
operation in these financial statements. Interest expense has been allocated to
discontinued operations based on the percentage of total identifiable assets.
The sale of the North American Integration business was completed on April 2,
1999, following the sale of the European Integration business in the fourth
quarter of 1998. Total proceeds received were $215.8 million. This resulted in a
one-time after-tax gain of $45.9 million, which is net of $11.0 million of costs
associated primarily with the closing of selected Latin American and Asian
Integration locations and severance costs associated with staff reductions
necessitated by discontinuing the Integration segment.
In the first quarter of 1998, the Company disposed of certain discontinued
railcar assets which had been classified as assets held for sale. The
disposition of these assets resulted in net proceeds of $29 million and an
after-tax gain of $11.1 million.
Net sales for discontinued operations are as follows:
13 WEEKS ENDED 26 WEEKS ENDED
------------------- ---------------------
JULY 2, JULY 3, JULY 2, JULY 3,
1999 1998 1999 1998
Net sales $ 17.9 $ 198.8 $ 177.9 $ 385.2
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ANIXTER INTERNATIONAL INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5. INVESTMENT IN ANTEC
During the first quarter of 1998, the Company sold 2.2 million shares of ANTEC
Corporation stock which resulted in net after-tax proceeds of approximately $32
million and an after tax gain of $5.1 million. The sale reduced the Company's
ownership interest to 12.4% at April 3, 1998. In the second quarter of 1998, the
Company sold its remaining 4.9 million shares of ANTEC stock which resulted in
net after-tax proceeds of approximately $68 million and an after-tax gain of
$9.5 million.
NOTE 6. SUMMARIZED FINANCIAL INFORMATION OF ANIXTER INC.
The Company has an approximate 99% ownership interest in Anixter Inc. at July 2,
1999 and January 1, 1999 which is included in the consolidated financial
statements of the Company. The following summarizes the financial information
for Anixter Inc:
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ANIXTER INC.
CONDENSED CONSOLIDATED BALANCE SHEET
JULY 2, JANUARY 1,
(In millions) 1999 1999
-------- --------
(UNAUDITED)
Assets:
Current assets $1,004.3 $ 863.0
Property, net 56.0 54.6
Goodwill 232.1 212.1
Net assets of discontinued operations - 98.3
Other assets 36.3 38.2
-------- --------
$1,328.7 $1,266.2
======== ========
Liabilities and Stockholders' Equity:
Current liabilities $ 422.0 $ 333.9
Other liabilities 9.3 8.6
Long-term debt 476.1 524.1
Subordinated notes payable to parent 5.8 7.0
Stockholders' equity 415.5 392.6
-------- --------
$1,328.7 $1,266.2
======== ========
ANIXTER INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATION
(UNAUDITED)
13 WEEKS ENDED 26 WEEKS ENDED
------------------- ---------------------
JULY 2, JULY 3, JULY 2, JULY 3,
1999 1998 1999 1998
------- ------- -------- --------
(In millions)
Net sales $ 658.6 $ 559.7 $1,228.5 $1,101.9
Operating income $ 29.0 $ 22.0 $ 51.7 $ 45.1
Income before income tax expense $ 21.4 $ 13.2 $ 35.7 $ 27.5
Income from continuing
operations $ 11.2 $ 4.5 $ 19.5 $ 9.3
Income (loss) from
discontinued operations,
net of tax $ 1.0 $ 4.4 $ (.5) $ 7.6
Gain on disposal of
discontinued operations,
net of tax $ - $ - $ 45.9 $ -
Net income $ 12.2 $ 8.9 $ 64.9 $ 16.9
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW: Consolidated net cash provided by operating activities from
continuing operations was $21.6 million for the 26 weeks ended July 2, 1999,
compared to $43.2 million used for the same period in 1998. Cash provided by
operating activities increased primarily due to the increase in accruals
associated with the collection of receivables on behalf of North American
Integration which was sold in the first quarter of 1999. Consolidated cash used
by investing activities was $8.3 million for the 26 weeks ended July 2, 1999,
versus $51.8 million provided for the same period in 1998 as a result of $104.3
million of proceeds received from the sale of ANTEC shares in 1998, partially
offset by $38.2 million used for the acquisition of Pacer Electronics, Inc. in
June of 1998. Consolidated cash used by net financing activities was $149.0
million for the 26 weeks ended July 2, 1999, in comparison to $30.8 million in
1998. The increase in cash used is primarily the result of the net paydown of
the revolving line of credit of $63.3 million in 1999 versus net borrowings of
$19.2 million in 1998. Treasury stock purchases in the 26 weeks ended July 2,
1999, were $85.6 million versus $50.6 million in 1998. Cash provided by
discontinued operations was $129.5 million in 26 weeks ended July 2, 1999,
compared to $24.3 million in 1998. The increase primarily relates to cash
received from the sale of the North American Integration business.
FINANCINGS:
At July 2, 1999, $194.8 million was available under the bank revolving lines of
credit at Anixter Inc., of which $20.0 million was available to pay the Company
for intercompany liabilities.
Consolidated interest expense was $7.5 million and $7.2 million for the second
quarter 1999 and 1998, respectively, and was $16.1 million and $14.5 million for
the first half of 1999 and 1998, respectively. The increase in interest expense
is due to higher average debt levels resulting from funding higher working
capital levels, partially offset by slightly lower interest rates.
As of July 2, 1999, the Company has authorized the repurchase of up to 7 million
shares in 1999, with the volume and timing to depend on market conditions.
Purchases were made in the open market or through other transactions and were
financed through available cash from the sale of the North American and European
Integration businesses. The Company has repurchased 6,225,234 shares, as of July
2, 1999, at an average cost of $13.75.
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OTHER LIQUIDITY CONSIDERATIONS: Certain debt agreements entered into by the
Company's subsidiaries contain various restrictions including restrictions on
payments to the Company. Such restrictions have not had nor are expected to have
an adverse impact on the Company's ability to meet its cash obligations.
CAPITAL EXPENDITURES AND ACQUISITIONS
Consolidated net capital expenditures, were $9.0 million and $14.3 million for
the 26 weeks ended July 2, 1999 and July 3, 1998, respectively.
In June 1998, the Company purchased Pacer for $38.2 million, which resulted in
the addition of approximately $30 million to goodwill. Operating results of
Pacer in the first half of 1999 were not significant.
RESULTS OF OPERATIONS
The Company competes with distributors and manufacturers who sell products
directly or through existing distribution channels to end users or other
resellers. The Company's relationship with the manufacturers for which it
distributes products could be affected by decisions made by these manufacturers
as the result of changes in management or ownerships as well as other factors.
In addition, the Company's future performance could be affected by economic
downturns and possible rapid changes in applicable technologies.
QUARTER ENDED JULY 2, 1999: Income from continuing operations for the second
quarter of 1999 was $12.2 million compared with $17.8 million for the second
quarter of 1998.
The Company's sales during the first quarter of 1999 increased 12.6% to $658.5
million from $584.6 million in 1998. Net sales by major geographic market are
presented in the following table:
(In millions) 13 WEEKS ENDED
JULY 2, JULY 3,
1999 1998
-------- --------
North America $ 502.7 $ 422.6
Europe 122.2 123.3
Asia Pacific and Latin America 33.6 38.7
-------- --------
$ 658.5 $ 584.6
======== ========
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North America sales grew 19.0%, resulting from a significant growth in both the
core Structured Wiring and Electrical Wire and Cable product sets and the
Integrated Supply business along with the inclusion of Pacer Electronics, which
was acquired in June 1998. Europe sales declined .9% on a combination of lower
network product sales and a stronger dollar. Excluding the effect from changes
in exchange rates, Europe second quarter 1999 sales improved 2.4% over the
corresponding 1998 period. Asia Pacific and Latin America declined 13.2%, a
result of soft local economic conditions combined with weaker local currencies.
Operating income for the second quarter of 1999 increased to $28.5 million from
$22.4 million in 1998. Operating income by major geographic market is presented
in the following table:
(In millions) 13 WEEKS ENDED
JULY 2, JULY 3,
1999 1998
-------- --------
North America $ 26.9 $ 23.2
Europe 4.7 3.4
Asia Pacific and Latin America (3.1) (4.2)
-------- --------
$ 28.5 $ 22.4
======== ========
North America operating income increased 16.0% in the quarter. The improvement
primarily relates to higher sales volume and a reduction in operating expenses
as a percent of sales reflecting staff reductions over the last few quarters.
This improvement was partially offset by lower gross margin rates primarily a
result of lower margin project business and significant increases in the lower
gross margin public network and integrated supply business. Europe operating
income increased 39.0% for the second quarter of 1999, due to a reduction in
operating expenses associated with a 11.5% reduction in headcount. Asia Pacific
and Latin America operating loss was reduced by 28.1%, reflecting the
restructuring and expense reduction efforts of 1998.
In the second quarter of 1998, the Company sold its remaining shareholdings in
ANTEC Corporation resulting in an after-tax gain of $9.5 million.
The consolidated tax provision on continuing operations in the second quarter
decreased to $8.8 million in 1999 from $12.7 million in 1998 due to lower
pre-tax earnings. The 1999 effective tax rate of 42% is based on pre-tax book
income adjusted primarily for amortization of nondeductible goodwill and losses
of foreign operations which are not currently deductible.
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26 WEEKS ENDED JULY 2, 1999: Income from continuing operations for the first
half of 1999 was $19.9 million as compared to $32.2 million for the first half
of 1998.
The Company's sales during the first half of 1999 increased 9.3% to $1,253.6
million from $1,146.7 million in 1998. Net sales by major geographic market are
presented in the following table:
(In millions) 26 WEEKS ENDED
JULY 2, JULY 3,
1999 1998
-------- --------
North America $ 925.6 $ 815.7
Europe 261.7 256.6
Asia Pacific and Latin America 66.3 74.4
-------- --------
$1,253.6 $1,146.7
======== ========
North America sales grew 13.5%, resulting from very strong second quarter growth
in the core Structured Wiring and Electrical Wire and Cable product sets along
with significant growth in the Integrated Supply business. 1999 results also
include Pacer Electronics which was acquired in June 1998. Europe sales grew
2.0% on the strength of the first quarter as sales continue to be negatively
impacted by soft networking product sales and a stronger dollar. Asia Pacific
and Latin America sales declined 10.8% to $66.3 million due to soft economic
conditions along with weaker local currencies.
Operating income for the first half of 1999 increased $4.8 million from $45.7
million in 1998. Operating income by major geographic market are presented in
the following table:
(In millions) 26 WEEKS ENDED
JULY 2, JULY 3,
1999 1998
-------- --------
North America $ 46.8 $ 47.2
Europe 10.2 8.4
Asia Pacific and Latin America (6.5) (9.9)
-------- --------
$ 50.5 $ 45.7
======== ========
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Operating income in North America declined slightly from 1998 as lower second
quarter expenses associated with staff reductions was more than offset by higher
spending on Year 2000 compliance efforts and retained costs associated with the
sale of the North American Integration business. Europe's operating profit
improved 21.2% from $8.4 million in 1998, reflecting savings generated from
headcount reductions. Despite the 10.8% decline in sales, the combined Asia
Pacific and Latin America operating loss was reduced by 33.9% reflecting the
restructuring and expense reduction efforts of 1998.
The first half of 1998 includes an after-tax gain of $14.6 million relating to
the sale of the Company's shareholdings of ANTEC Corporation.
The consolidated income tax provision on continuing operations for the first
half of 1999 decreased to $14.4 million from $23.0 million in 1998. The decrease
was due to lower pre-tax earnings. The 1999 effective tax rate of 42% is based
on pre-tax book income adjusted primarily for amortization of nondeductible
goodwill and losses of foreign operations which are not currently deductible.
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IMPACT OF YEAR 2000
Some of the Company's older computer programs were written using two
digits rather than four to define the applicable year. As a result, those
computer programs have time-sensitive software that recognizes a date using "00"
as the year 1900 rather than the year 2000. This could cause a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities.
The Company has completed an assessment, made upgrades to the mainframe
operating system and modified its software so that its computer systems will
function properly with respect to dates in the year 2000 and thereafter.
Renovation of all critical business systems is now complete. The Company has
also completed the assessment of PC hardware and software systems and
non-information technology systems for Year 2000 compliance. The total Year 2000
project cost is estimated at approximately $4.5 million. To date, the Company
has incurred and expensed approximately $3.8 million, primarily for assessment
of the Year 2000 issue, mainframe operating system upgrades and code
modifications. The project is funded through the Company's information
technology budget, and represents less than six percent of that budget. The time
and expense of the project has not had, and is not expected to have, a material
impact on the Company's financial condition.
The Company has initiated formal communications with all of its
significant suppliers to confirm their Year 2000 compliance actions will be
sufficient to avoid any substantial disruptions in the Company's operations. The
Company has put a team together to continue to monitor this situation as the
information evolves. The Company believes most of the responses have been
designed to provide legal protection to the respondent as opposed to supplying
direct and reliable information; as such the Company makes no claim as to the
reliability of these responses. The Company is developing contingency plans to
the extent believed to be appropriate. The Company's total Year 2000 project
cost and estimates to complete that project assume no significant costs from the
impact of third party Year 2000 issues based on presently available information.
However, there can be no guarantee the other companies on which the Company
relies will be Year 2000 compliant, and their failure to do so could adversely
impact the Company as described below.
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The planning, assessment, and execution of substantially all of the
mainframe operating system upgrades and code modifications have been completed.
A new general ledger system was implemented in April. The remainder of the
project, including verification of its effectiveness, PC hardware and software
upgrades, and the development of contingency plans, is estimated to be completed
by October 1999, which is prior to any anticipated impact on the Company's
operating systems. The Company believes that with modifications to existing
software and upgrades to certain hardware the Year 2000 issue will not pose
significant operational problems for its computer systems. However, if such
modifications and upgrades are not made, or are not completed timely, the Year
2000 issue could have a material impact on the operations of the Company.
The severity of a failure of the Company or key suppliers to be Year
2000 compliant would depend on the nature of the problem and how quickly it
could be corrected or an alternative implemented, which is unknown at this time.
In the extreme, such failures could bring the Company to a standstill. Some
risks related to Year 2000 issues are beyond the control of the Company and its
suppliers. For example, no preparations or contingency plan will protect the
Company from a downturn in economic activity caused by the possible ripple
effect throughout the entire economy that could be caused by problems with Year
2000 issues.
The costs of the project and the date on which the Company believes it
will complete the Year 2000 modifications are based on management's best
estimates, which were derived utilizing numerous assumptions of future events,
including the continued availability of certain resources and other factors.
However, there can be no guarantee that these estimates will be achieved and
actual results could differ materially from those anticipated. Specific factors
that might cause such material differences include, but are not limited to, the
availability and cost of personnel trained in this area, the ability to locate
and correct all relevant computer codes, the success of third parties in
modifying their own systems and similar uncertainties.
The Company believes it should have no material exposure to
contingencies related to the Year 2000 issue for the products it has sold. The
Company's belief is based on the Company's practice of giving to its customers
only those warranties that the Company receives from its suppliers. To the
extent such warranties are breached, liability resulting therefrom will be the
ultimate responsibility of the Company's suppliers. However, there can be no
guarantee that such suppliers will be able to defend and indemnify the Company.
Specific factors that might cause the Company to incur liability include, but
are not limited to, insolvency of its suppliers, the existence of contractual
limitations on the suppliers' liability, and uncertainties regarding judicial
interpretation of the law regarding implied warranties.
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PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Stockholders held May 26, 1999 the Directors of the
Company were elected as follows:
VOTES
---------------------------------
DIRECTORS FOR WITHHELD
---------- --------
Lord James Blyth 31,579,843 42,218
Robert L. Crandall 31,581,264 40,797
Rod F. Dammeyer 31,456,342 165,719
Robert E. Fowler, Jr. 31,453,943 168,118
Robert W. Grubbs, Jr. 31,453,044 169,017
F. Philip Handy 31,581,973 40,088
Melvyn N. Klein 31,583,373 38,688
John R. Petty 31,582,443 39,618
Sheli Z. Rosenberg 31,454,139 167,922
Stuart M. Sloan 31,454,795 167,266
Thomas C. Theobald 31,583,292 38,769
Samuel Zell 31,455,327 166,734
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Each management contract or compensation plan required to be
filed as an exhibit is identified by an asterisk (*).
(10) Material contracts
10.1 (A) Asset Purchase Agreement, dated February 22, 1999
(Incorporated by reference from Anixter
International Inc. Current Report on Form 8-K
dated April 2, 1999).
(B) First Amendment to Asset Purchase Agreement,
dated March 29, 1999 (Incorporated by reference
from Anixter International Inc. Current Report
on Form 8-K dated April 2, 1999).
10.20* Anixter International Inc. Enhanced Management
Incentive Plan for 1999-2000.
(27) Financial data schedule
27.1 Financial data schedule
(b) Reports on Form 8-K
On April 13, 1999, the Company filed a Current Report on Form 8-K
dated April 2, 1999, relating to the sale of the North American
Integration business to Ameritech Corporation.
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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, thereunto duly authorized.
ANIXTER INTERNATIONAL INC.
Date: August 13, 1999 By: /s/ Robert W. Grubbs
--------------- ---------------------------------
Robert W. Grubbs
President and Chief Executive Officer
Date: August 13, 1999 By: /s/ Dennis J. Letham
--------------- ---------------------------------
Dennis J. Letham
Senior Vice President - Finance
and Chief Financial Officer
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