Sec Form 13D Filing - KMJZ Investments L.L.C. filing for ANIXTER INTERNATIONAL INC (AXE) - 2020-02-18

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

 

 

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 person’s 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

< td valign="top" colspan="5" style="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2% (1)

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   
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  

CHEC K 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

0;

  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 Issuer’s 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 M anaging 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