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UNITED STATES
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
Date of Report (Date of earliest event reported): January 1, 2006
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 incorporation or organization) (I.R.S. Employer Identification No.)
2301 PATRIOT BLVD.
GLENVIEW, ILLINOIS 60026
(224) 521-8000
(Address and telephone number of principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective January 1, 2006, an employment agreement was made and entered
into by and between Anixter Inc. and Robert W. Grubbs, Jr., President and Chief
Executive Officer of Anixter International Inc. Anixter International Inc. is
also a party to this Agreement, but solely for purposes of guaranteeing the
undertakings made by Anixter Inc. with respect to certain benefit plans,
programs or arrangements of Anixter International Inc.
Effective January 1, 2006, an employment agreement was made and entered
into by and between Anixter Inc. and Dennis J. Letham, Senior Vice President -
Finance and Chief Financial Officer of Anixter International Inc. Anixter
International Inc. is also a party to this Agreement, but solely for purposes of
guaranteeing the undertakings made by Anixter Inc. with respect to certain
benefit plans, programs or arrangements of Anixter International Inc.
Copies of the employment agreements with Robert W. Grubbs, Jr., and
Dennis J. Letham are included as Exhibits 10.1 and 10.2, respectively, and are
incorporated herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Anixter International Inc. announced that its Board of Directors has
been expanded with the appointment of Linda Walker Bynoe as a director,
effective as of January 1, 2006. Bynoe has also been named to serve on Anixter's
Compensation and Nominating & Governance Committees.
Ms. Bynoe is currently President and Chief Executive Officer of Telemat
Ltd., a project management and consulting firm based in Chicago. Ms. Bynoe also
manages a private equity investment portfolio. Prior to joining Telemat in 1989,
she held positions in the Capital Markets Division of Morgan Stanley (1978 -
1989) and in public accounting (1975 - 1978), where she obtained her license as
a Certified Public Accountant.
Ms. Bynoe currently serves as a director of Dynegy Inc., a wholesale
power generator; Simon Property Group, Inc., a real estate investment trust
engaged in the ownership and management of retail real estate; Prudential Retail
Mutual Funds, a diversified fund complex; and Fidelity Life Association, a
mutual insurance company.
A copy of the press release, dated January 3, 2006, which announces
this appointment, is included as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
10.1 Employment Agreement dated January 1, 2006 between Anixter Inc. and
Robert W. Grubbs, Jr.
10.2 Employment Agreement dated January 1, 2006 between Anixter Inc. and
Dennis J. Letham.
99.1 Press Release dated January 3, 2006 issued by Anixter International
Inc.
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.
January 5, 2006 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
10.1 Employment Agreement dated January 1, 2006 between Anixter Inc. and
Robert W. Grubbs, Jr.
10.2 Employment Agreement dated January 1, 2006 between Anixter Inc. and
Dennis J. Letham.
99.1 Press Release dated January 3, 2006 issued by Anixter International
Inc.