Filing Details
- Accession Number:
- 0001193125-20-040353
- Form Type:
- 13D Filing
- Publication Date:
- 2020-02-18 16:20:55
- Filed By:
- Kmjz Investments, L.l.c.
- Company:
- Anixter International Inc (NYSE:AXE)
- Filing Date:
- 2020-02-18
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| KMJZ INVESTMENTS | 0 | 526,277 | 0 | 526,277 | 526,277 | 1.6% |
| SAMSTOCK SIT | 0 | 362,147 | 0 | 362,147 | 362,147 | 1.1% |
| SAMSTOCK A | 0 | 55,587 | 0 | 55,587 | 55,587 | 0.2% |
| SAMSTOCK ZFT | 0 | 55,588 | 0 | 55,588 | 55,588 | 0.2% |
| SZ INTERVIVOS QTIP TRUST | 0 | 28,700 | 0 | 28,700 | 28,700 | 0.1% |
| KZ | 0 | 40,000 | 0 | 40,000 | 40,000 | 0.1% |
| KZ | 0 | 40,000 | 0 | 40,000 | 40,000 | 0.1% |
| MZ | 0 | 40,000 | 0 | 40,000 | 40,000 | 0.1% |
| MZ | 0 | 40,000 | 0 | 40,000 | 40,000 | 0.1% |
| JZ | 0 | 40,000 | 0 | 40,000 | 40,000 | 0.1% |
| JZ | 0 | 40,000 | 0 | 40,000 | 40,000 | 0.1% |
| CHAI TRUST COMPANY | 0 | 1,148,299 | 0 | 1,148,299 | 1,148,299 | 3.4% |
| SAMSTOCK SZRT | 0 | 1,329,432 | 0 | 1,329,432 | 1,329,432 | 3.9% |
| SAMUEL ZELL REVOCABLE TRUST | 0 | 1,344,098 | 0 | 1,344,098 | 1,344,098 | 4.0% |
| SAMUEL ZELL | 0 | 1,344,098 | 0 | 1,344,098 | 1,344,098 | 4.0% |
| ZELL FAMILY FOUNDATION | 1,147,940 | 0 | 1,147,940 | 0 | 1,147,940 | 3.4% |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ANIXTER INTERNATIONAL INC.
(Name of Issuer)
Common Stock, $1.00 par value per share
(Title of Class of Securities)
035290105
(CUSIP Number)
Joseph Miron, Esq.
Equity Group Investments
2 North Riverside Plaza, Suite 600
Chicago, Illinois 60606
(312) 454-1800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 11, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 035290105 | SCHEDULE 13D | Page 2 of 23 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KMJZ INVESTMENTS, L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
526,277 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
526,277 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
526,277 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Based on 33,827,906 shares of Common Stock (as defined herein) outstanding on December 31, 2019, as reported by the Issuer in its preliminary proxy statement filed with the Securities and Exchange Commission on January 3, 2020. |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 3 of 23 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SAMSTOCK/SIT, L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
362,147 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
362,147 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
362,147 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Based on 33,827,906 shares of Common Stock (as defined herein) outstanding on December 31, 2019, as reported by the Issuer in its preliminary proxy statement filed with the Securities and Exchange Commission on January 3, 2020. |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 4 of 23 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SAMSTOCK/ALPHA, L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
55,587 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
55,587 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,587 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Based on 33,827,906 shares of Common Stock (as defined herein) outstanding on December 31, 2019, as reported by the Issuer in its preliminary proxy statement filed with the Securities and Exchange Commission on January 3, 2020. |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 5 of 23 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SAMSTOCK/ZFT, L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
55,588 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
55,588 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,588 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Based on 33,827,906 shares of Common Stock (as defined herein) outstanding on December 31, 2019, as reported by the Issuer in its preliminary proxy statement filed with the Securities and Exchange Commission on January 3, 2020. |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 6 of 23 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SZ INTERVIVOS QTIP TRUST | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
28,700 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
28,700 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,700 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Based on 33,827,906 shares of Common Stock (as defined herein) outstanding on December 31, 2019, as reported by the Issuer in its preliminary proxy statement filed with the Securities and Exchange Commission on January 3, 2020. |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 7 of 23 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KZ 2007 Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
40,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
40,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Based on 33,827,906 shares of Common Stock (as defined herein) outstanding on December 31, 2019, as reported by the Issuer in its preliminary proxy statement filed with the Securities and Exchange Commission on January 3, 2020. |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 8 of 23 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KZ 2007 Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
40,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
40,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Based on 33,827,906 shares of Common Stock (as defined herein) outstanding on December 31, 2019, as reported by the Issuer in its preliminary proxy statement filed with the Securities and Exchange Commission on January 3, 2020. |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 9 of 23 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MZ 2007 Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
40,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
40,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Based on 33,827,906 shares of Common Stock (as defined herein) outstanding on December 31, 2019, as reported by the Issuer in its preliminary proxy statement filed with the Securities and Exchange Commission on January 3, 2020. |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 10 of 23 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MZ 2007 Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
40,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
40,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Based on 33,827,906 shares of Common Stock (as defined herein) outstanding on December 31, 2019, as reported by the Issuer in its preliminary proxy statement filed with the Securities and Exchange Commission on January 3, 2020. |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 11 of 23 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JZ 2007 Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
40,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
40,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Based on 33,827,906 shares of Common Stock (as defined herein) outstanding on December 31, 2019, as reported by the Issuer in its preliminary proxy statement filed with the Securities and Exchange Commission on January 3, 2020. |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 12 of 23 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JZ 2007 Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
40,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
40,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Based on 33,827,906 shares of Common Stock (as defined herein) outstanding on December 31, 2019, as reported by the Issuer in its preliminary proxy statement filed with the Securities and Exchange Commission on January 3, 2020. |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 13 of 23 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CHAI TRUST COMPANY, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,148,299 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,148,299 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,148,299 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Based on 33,827,906 shares of Common Stock (as defined herein) outstanding on December 31, 2019, as reported by the Issuer in its preliminary proxy statement filed with the Securities and Exchange Commission on January 3, 2020. |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 14 of 23 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SAMSTOCK/SZRT, L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,329,432 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,329,432 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,329,432 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Based on 33,827,906 shares of Common Stock (as defined herein) outstanding on December 31, 2019, as reported by the Issuer in its preliminary proxy statement filed with the Securities and Exchange Commission on January 3, 2020. |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 15 of 23 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SAMUEL ZELL REVOCABLE TRUST | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,344,098 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,344,098 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,344,098 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Based on 33,827,906 shares of Common Stock (as defined herein) outstanding on December 31, 2019, as reported by the Issuer in its preliminary proxy statement filed with the Securities and Exchange Commission on January 3, 2020. |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 16 of 23 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SAMUEL ZELL | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,344,098 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,344,098 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,344,098 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Based on 33,827,906 shares of Common Stock (as defined herein) outstanding on December 31, 2019, as reported by the Issuer in its preliminary proxy statement filed with the Securities and Exchange Commission on January 3, 2020. |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 17 of 23 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ZELL FAMILY FOUNDATION | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
1,147,940 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
1,147,940 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,147,940 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Based on 33,827,906 shares of Common Stock (as defined herein) outstanding on December 31, 2019, as reported by the Issuer in its preliminary proxy statement filed with the Securities and Exchange Commission on January 3, 2020. |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 18 of 23 Pages |
| Item 1. | SECURITY AND ISSUER |
This Amendment No. 2 to Schedule 13D (Amendment No. 2) relates to the shares of Common Stock, $1.00 par value per share (Common Stock), of Anixter International Inc., a Delaware corporation (the Issuer) whose principal executive office is located at 2301 Patriot Blvd, Glenview, Illinois 60026. This Amendment No. 2 amends and supplements, as set forth below, the Schedule 13D filed by the Reporting Persons with respect to the Issuer on November 12, 2019 as amended by Amendment No. 1 to Schedule 13D filed on January 16, 2020 (the 13D). All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. The Schedule 13D is amended and supplemented by adding the information contained herein, and only those items amended are reported herein.
| Item 2. | IDENTITY AND BACKGROUND |
Item 2(a-c) is hereby amended by adding the following information:
(a-c) The following entities are added to the definition of Reporting Persons: (i) KZ Holdings, LLC, a Delaware limited liability company (KZ Holdings); (ii) KZ 2007 Trust, a trust organized in Illinois (KZ Trust) and the sole member of KZ Holdings; (iii) MZ 2007 Holdings, LLC, a Delaware limited liability company (MZ Holdings); (iv) MZ 2007 Trust, a trust organized in Illinois (MZ Trust) and the sole member of MZ Holdings; (v) JZ 2007 Holdings, LLC, a Delaware limited liability company (JZ Holdings); and (vi) JZ 2007 Trust, a trust organized in Illinois (JZ Trust) and the sole member of JZ Holdings. Chai Trust is the trustee of KZ Trust, MZ Trust, and JZ Trust. In such capacity, Chai Trust may be deemed to beneficially own the shares Common Stock held directly by KZ Holdings, MZ Holdings, and JZ Holdings.
The executive officers of each of KZ Holdings, MZ Holdings and JZ Holdings are:
| Samuel Zell | President. Mr. Zell is also Chairman and Chief Executive Officer of the Equity Group Investments, a division of Chai Trust (EGI). | |
| Mark R. Sotir | Vice President. Mr. Sotir is also President of EGI. | |
| Philip G. Tinkler | Vice President and Treasurer. | |
| Joseph Miron | Vice President and Secretary. |
The officers and senior managing directors of Chai Trust are as follows:
| Scott R. Peppet | President and Senior Managing Director. Mr. Peppet also serves on the Issuers board of directors. | |
| Mark R. Sotir | Chief Operating Officer, Vice President and Senior Managing Director. Mr. Sotir is also President of EGI. | |
| Philip G. Tinkler | Chief Financial Officer. | |
| Joseph Miron | Chief Legal Officer. | |
| James G. Bunegar | Chief Compliance Officer, Assistant Trust Officer and Treasurer. | |
| Robert M. Levin | Senior Trust Officer and Senior Managing Director. Mr. Levin is also of counsel in the law firm Levin, Schreder & Carey, Ltd., whose business address is 120 North LaSalle Street, Suite 3800, Chicago, Illinois 60602. | |
| Lucille McFarland | Controller and Assistant Secretary. | |
| Carleen L. Schreder | Secretary. Ms. Schreder is also a partner in the law firm Levin, Schreder & Carey, Ltd., whose business address is 120 North LaSalle Street, Suite 3800, Chicago, Illinois 60602. | |
| Thomas P. Heneghan | Senior Managing Director. Mr. Heneghan is also the Chief Executive Officer of Equity International, a private equity firm. |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 19 of 23 Pages |
| David J. Contis | Senior Managing Director. Mr. Contis is also a Principal at Agora Advisors, Inc., whose address is 5421 Kietzke Lane, Suite 100, Reno, NV 89511. | |
| Suzanne Campion | Senior Managing Director. Ms. Campion is also an executive recruiter. | |
| JoAnn Zell | Senior Managing Director. Ms. Zell is also a physician. | |
| Matthew Zell | Senior Managing Director. Mr. Zell is also a high school teacher. |
| Item 4. | PURPOSE OF TRANSACTION |
Item 4(a-j) of the 13D is hereby amended and supplemented as follows:
On February 11, 2020, SZRT gifted 40,000 shares of Common Stock to each of KZ Holdings, MZ Holdings, and JZ Holdings. Each of KZ Holdings, MZ Holdings and JZ Holdings signed a joinder to the WESCO Voting Agreement.
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Schedule 13D is hereby amended and supplemented by changing the first paragraph of Item 5 paragraph (a, b) of Item 5 to read as follows:
(a, b) As of the date hereof, Chai Trust may be deemed to be the beneficial owner of 1,148,299 shares of Common Stock (approximately 3.4% of the total number of shares of Common Stock outstanding). This amount includes: (i) 526,277 Shares beneficially owned by KMJZ (approximately 1.6% of the total number of shares of Common Stock outstanding); (ii) 362,147 shares of Common Stock beneficially owned by SIT (approximately 1.1% of the total number of shares of Common Stock outstanding); (iii) 55,587 shares of Common Stock beneficially owned by Alpha (approximately 0.2% of the total number of shares of Common Stock outstanding); (iv) 55,588 shares of Common Stock beneficially owned by ZFT (approximately 0.2% of the total number of shares of Common Stock outstanding); (v) 28,700 shares of Common Stock held by QTIP (approximately 0.1% of the total number of shares of Common Stock outstanding); (vi) 40,000 shares held by KZ Holdings (approximately 0.1% of the total number of shares of Common Stock outstanding); (vii) 40,000 shares held by MZ Holdings (approximately 0.1% of the total number of shares of Common Stock outstanding); and (viii) 40,000 shares held by JZ Holdings (approximately 0.1% of the total number of shares of Common Stock outstanding). Chai Trust shares voting and dispositive power with each of KMJZ, SIT, Alpha, QTIP and ZFT with respect to the shares of Common Stock held by each of KMJZ, SIT, Alpha, QTIP, and ZFT, respectively. As of the date hereof, each of the Revocable Trust and Samuel Zell may be deemed to be the beneficial owner of 1,344,098 (approximately 4.0% of the total number of shares of Common Stock outstanding including (i) 14,666 shares of Common Stock held directly by the Revocable Trust (approximately 0.0% of the total number of shares of Common Stock outstanding) and (ii) 1,329,432 shares of Common Stock held directly by SZRT (approximately 3.9% of the total number of shares of Common Stock outstanding). The Zell Family Foundation beneficially owns 1,147,940 shares of Common Stock (approximately 3.4% of the total number of shares of Common Stock outstanding). The foregoing beneficial ownership percentages are based on 33,827,906 shares of Common Stock outstanding on December 31, 2019, as reported by the Issuer in its preliminary proxy statement filed with the Securities and Exchange Commission on January 3, 2020.
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
Item 7 is hereby amended and supplemented by adding the following additional exhibit:
| Exhibit 7. | Amended and Restated Joint Filing Agreement | |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 20 of 23 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 18, 2020
| KMJZ INVESTMENTS, L.L.C. | ||
| SAMSTOCK/SIT, L.L.C. | ||
| SAMSTOCK/ALPHA, L.L.C. | ||
| SAMSTOCK/ZFT, L.L.C. | ||
| By: | /s/ PHILIP G. TINKLER | |
| Name: | Philip G. Tinkler | |
| Title: | Vice President |
| KZ 2007 TRUST | ||
| MZ 2007 TRUST | ||
| JZ 2007 TRUST | ||
| SZ INTERVIVOS QTIP TRUST | ||
| By: | /s/ CHAI TRUST COMPANY, LLC, its trustee | |
| By: | /s/ PHILIP G. TINKLER |
| Name: | Philip G. Tinkler | |
| Title: | Chief Financial Officer |
| KZ 2007 HOLDINGS, LLC | ||
| MZ 2007 HOLDINGS, LLC | ||
| JZ 2007 HOLDINGS, LLC | ||
| By: | /s/ PHILIP G. TINKLER | |
| Name: | Philip G. Tinkler | |
| Title: | Vice President |
| CHAI TRUST COMPANY, LLC | ||
| By: | /s/ PHILIP G. TINKLER | |
| Name: | Philip G. Tinkler | |
| Title: | Chief Financial Officer |
| /s/ SAMUEL ZELL | ||
| Samuel Zell |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 21 of 23 Pages |
| SAMUEL ZELL REVOCABLE TRUST | ||
| By: | /s/ SAMUEL ZELL | |
| Samuel Zell, as Trustee | ||
| SAMSTOCK/SZRT, L.L.C. | ||
| By: SAMUEL ZELL REVOCABLE TRUST | ||
| By: | /s/ SAMUEL ZELL | |||
| Samuel Zell, as Trustee | ||||
| ZELL FAMILY FOUNDATION | ||
| By: | /s/ SAMUEL ZELL | |||
| President | ||||
| CUSIP No. 035290105 | SCHEDULE 13D | Page 22 of 23 Pages |
EXHIBIT 7
AMENDED AND RESTATED JOINT FILING AGREEMENT
The undersigned agree that the Amendment No. 2 to the statement on Schedule 13D with respect to the Common Stock, par value $1.00 per share, of Anixter International Inc., a Delaware corporation and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
DATED: February 18, 2020
| KMJZ INVESTMENTS, L.L.C. | ||
| SAMSTOCK/SIT, L.L.C. | ||
| SAMSTOCK/ALPHA, L.L.C. | ||
| SAMSTOCK/ZFT, L.L.C. | ||
| By: | /s/ PHILIP G. TINKLER | |
| Name: | Philip G. Tinkler | |
| Title: | Vice President |
| KZ 2007 TRUST | ||
| MZ 2007 TRUST | ||
| JZ 2007 TRUST | ||
| SZ INTERVIVOS QTIP TRUST | ||
| By: | /s/ CHAI TRUST COMPANY, LLC, its trustee | |
| By: | /s/ PHILIP G. TINKLER |
| Name: | Philip G. Tinkler | |
| Title: | Chief Financial Officer |
| KZ 2007 HOLDINGS, LLC | ||
| MZ 2007 HOLDINGS, LLC | ||
| JZ 2007 HOLDINGS, LLC | ||
| By: | /s/ PHILIP G. TINKLER | |
| Name: | Philip G. Tinkler | |
| Title: | Vice President |
| CUSIP No. 035290105 | SCHEDULE 13D | Page 23 of 23 Pages |
| CHAI TRUST COMPANY, LLC | ||
| By: | /s/ PHILIP G. TINKLER | |
| Name: | Philip G. Tinkler | |
| Title: | Chief Financial Officer | |
| /s/ SAMUEL ZELL | ||
| Samuel Zell |
| SAMUEL ZELL REVOCABLE TRUST | ||
| By: | /s/ SAMUEL ZELL | |
| Samuel Zell, as Trustee | ||
| SAMSTOCK/SZRT, L.L.C. | ||
| By: SAMUEL ZELL REVOCABLE TRUST | ||
| By: | /s/ Samuel Zell | |||
| Samuel Zell, as Trustee | ||||
| ZELL FAMILY FOUNDATION | ||
| By: | /s/ Samuel Zell | |||
| President | ||||