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
September 20, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 20, 2002, Anixter International Inc. (the "Company"),
completed the purchase of the operations and assets of Pentacon, Inc., a leading
distributor of fasteners and other small parts to Original Equipment
Manufacturers and provider of inventory management services, pursuant to
Pentacon's plan of reorganization filed under Chapter 11 of the United States
Bankruptcy Code. Pentacon has 30 distribution and sales facilities in the United
States, along with sales offices and agents in Europe, Canada, Mexico and
Australia. The Company paid a total of $108.2 million for assets with a net book
value of approximately $87.3 million. The net assets primarily consist of
accounts receivable, inventory, office and warehouse equipment and furnishings,
accounts payable and select operating liabilities. The Company agreed to hire
the existing Pentacon employees and assume the lease obligations for current
operating facilities. The acquired assets will be used in substantially the same
manner in which they were utilized by Pentacon. In addition, the Company will
incur approximately $3.0 million of transaction related costs that will be
capitalized as part of the acquisition. The terms of the acquisition were
determined through arms-length negotiations between the Company and Pentacon and
were confirmed by the Bankruptcy Court on September 9, 2002. The acquisition is
expected to be accretive to earnings for the three months ending January 3,
2003.
The purchase was funded using a combination of invested cash balances and
borrowings under existing working capital and accounts receivable securitization
facilities. Borrowings under existing working capital facilities were with a
number of banks and institutional lenders led by Bank of America, N.A., as
administrative agent, Bank One, N.A., as syndication agent, The Bank of Nova
Scotia, as documentation agent and Credit Lyonnais Chicago Branch and Suntrust
Bank, as managing agents. The Company's accounts receivable securitization
facility is led by Bank One, N.A., as agent. As of the closing date, the
Company's total outstanding debt balance, including amounts outstanding under
its accounts receivable securitization facility, was $353.2 million. As of the
same date, the Company's debt to total capital ratio is now 36.6 percent as
compared to 40.6 percent at the end of December 2001. Samuel Zell, chairman of
the Company, is an indirect beneficial owner of 24.5 percent of Pentacon's
Senior Subordinated Notes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The financial statements required to be filed by this Item are not
included in this report, but will be filed by amendment not later
than 60 days after the date that this Current Report on Form 8-K is
required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required to be filed by this Item
is not included in this report, but will be filed by amendment not
later than 60 days after the date that this Current Report on Form
8-K is required to be filed.
(c) Exhibits.
Asset Purchase Agreement, dated as of May 23, 2002, by and between
Anixter International Inc. and Pentacon, Inc., Pentacon Deleware,
Inc., JIT Holdings, Inc., Pentacon Properties, L.P., Pentacon
International Sales, Inc., Pentacon Aerospace Group, Inc., Pentacon
USA, L.P., Pentacon Industrial, Inc., Pentacon Europe Limited,
Pentacon Mexico S.A. de C.V. and Pentacon Canada Corporation.
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: October 1, 2002 By: /s/ Robert W. Grubbs
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Robert W. Grubbs
President and Chief Executive Officer
Date: October 1, 2002 By: /s/ Dennis J. Letham
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Dennis J. Letham
Senior Vice President - Finance
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibits
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2.1 Asset Purchase Agreement, dated as of May 23, 2002, by and between
Anixter International Inc. and Pentacon, Inc., Pentacon Deleware,
Inc., JIT Holdings, Inc., Pentacon Properties, L.P., Pentacon
International Sales, Inc., Pentacon Aerospace Group, Inc., Pentacon
USA, L.P., Pentacon Industrial, Inc., Pentacon Europe Limited,
Pentacon Mexico S.A. de C.V. and Pentacon Canada Corporation.