0001209191-20-038573.txt : 20200623 0001209191-20-038573.hdr.sgml : 20200623 20200623175557 ACCESSION NUMBER: 0001209191-20-038573 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: Peppet Scott R CENTRAL INDEX KEY: 0001315529 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10212 FILM NUMBER: 20983308 MAIL ADDRESS: STREET 1: 1820 DEER VALLEY ROAD CITY: BOULDER STATE: CO ZIP: 80305 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 0001315529 Peppet Scott R 1355 S. CHERRYVALE ROAD BOULDER CO 80303 1 0 0 0 Common Stock 2020-06-22 4 D 0 15158 D 0 D 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"). Includes 15,158 restricted common stock units. 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