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
May 23, 2002
Date of Report (Date of earliest event reported)
Commission File Number: 1-5989
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
(847) 677-2600
(Address and telephone number of principal executive offices)
ITEM 5. OTHER EVENTS.
On May 23, 2002, Anixter International Inc., (the "Company"), executed a
definitive agreement to acquire the operations and assets of Pentacon, Inc. The
Company has agreed to pay $121 million, subject to certain potential purchase
price adjustments, for the operations and assets and to assume the trade
obligations, active employees and active facility leases of Pentacon, Inc. The
Company intends to pay for the acquisition through a combination of current cash
balances and added working capital borrowings. The acquisition is expected to be
accretive to earnings immediately upon completion of the transaction.
Pentacon, Inc. will sell the operations to Anixter as part of a plan of
reorganization filed in the United States Bankruptcy court for the Southern
District of Texas. The purchase of the Pentacon, Inc. operations and assets are
conditioned upon a number of factors, including approval by the Bankruptcy Court
and anti-trust clearance.
A copy of the press release issued by the Company announcing the agreement
with Pentacon, Inc. is filed as Exhibit 99 to this Report and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99 Press release issued by Anixter International Inc. on May 23, 2002.
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: May 23, 2002 By: /s/ Robert W. Grubbs
__________________________________
Robert W. Grubbs
President and Chief Executive Officer
Date: May 23, 2002 By: /s/ Dennis J. Letham
__________________________________
Dennis J. Letham
Senior Vice President - Finance
and Chief Financial Officer
EXHIBIT INDEX
Exhibit
No. Description of Exhibits
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99 Press Release issued by Anixter International Inc. on May 23, 2002.
EXHIBIT 99
FOR FURTHER INFORMATION:
AT THE COMPANY: AT ASHTON PARTNERS:
Dennis Letham Chris Kettmann H. Patel
Chief Financial Officer Investor Inquiries Media Inquiries
(847) 715-2601 (312) 553-6716 (312) 553-6745
FOR IMMEDIATE RELEASE
THURSDAY, May 23, 2002
ANIXTER INTERNATIONAL ANNOUNCES PROPOSED
ACQUISITION OF THE OPERATIONS AND ASSETS
OF PENTACON, INC.
SKOKIE, IL, May 23, 2002 - Anixter International Inc. (NYSE:AXE), the
largest global distributor and logistics services provider of wire, cable and
connectors, said today that its has executed a definitive agreement to acquire
the operations and assets of Pentacon, Inc. (OTC BB: PTAC.OB). Anixter has
agreed to pay $121 million, subject to certain potential purchase price
adjustments, for the operations and assets and to assume the trade obligations,
active employees and active facility leases of Pentacon.
Pentacon will sell the operations to Anixter as part of a plan of
reorganization filed in the United States Bankruptcy court for the Southern
District of Texas.
The purchase of the Pentacon operations and assets are conditioned upon a
number of factors, including approval by the Bankruptcy Court and anti-trust
clearance.
Pentacon is an industry leader in the provision of advanced inventory
management services for fasteners and small parts including procurement,
just-in-time delivery, quality assurance testing, kitting, and e-commerce and
electronic data interchange to a broad spectrum of industrial and aerospace
customers. For the full-year 2001, Pentacon had revenues of $259.4 million and
some of its top customers include Boeing, Bombardier, Cummins, and Harley
Davidson.
Commenting on the proposed acquisition, Robert W. Grubbs, President and CEO
of Anixter International, said, "Pentacon's business model, position as a
value-added distributor and brand name, Fortune 500 customer base are perfect
complements to our current integrated supply and specialty wire and cable OEM
businesses. This acquisition allows us to broaden our product offering and
presents the opportunity for enhanced organic growth of both Anixter and
Pentacon, all while maintaining our focus on bringing increased value to our
suppliers and customers. We also believe there are long-term cross selling
opportunities as a result of this acquisition."
"The various operations that comprise Pentacon have each had long and
successful operating track records. The operating performance, however, has been
overshadowed by the high amount of leverage and high cost of capital that was
incurred in building Pentacon. We believe that by removing the costs and
uncertainty associated with the capital structure, the Pentacon operations will
be able to grow and be a full participant in the emerging economic recovery,"
continued Grubbs.
Grubbs concluded, "The proposed transaction is an excellent way for Anixter
to use its distribution know-how to effectively deploy the significant amounts
of free cash flow that has been generated over the past few quarters. We intend
to pay for the acquisition through a combination of current cash balances and
added working capital borrowings. The acquisition is expected to be accretive to
earnings immediately upon completion of the transaction."
About Anixter
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Anixter International is the largest global distributor and logistics
services provider of wire, cable and connectors for use in data, voice,
electrical and electronic applications.. The company adds value to the
distribution process by providing its customers access to 1) the largest
technical sales force in the industry, 2) more than 92,000 products and over
$450 million in inventory, 3) 103 warehouses with more than 4 million square
feet of space, and 4) 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 Pentacon is available on the Internet at
www.pentacon.com
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Additional information about Anixter is available on the Internet at
www.anixter.com
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