Sec Form 13D Filing - KMJZ Investments L.L.C. filing for ANIXTER INTERNATIONAL INC (AXE) - 2020-06-23

 (Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 the disclosures provided in a prior cover page.

 

The information required in 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).

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	SCHEDULE 13D
CUSIP No. 035290105		Page 4 of 21 Pages

1	NAMES OF REPORTING PERSONS
	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
			0
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
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)
	0.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

Item 1 of the Schedule 13D is hereby amended and supplemented as follows:

On June 22, 2020, WESCO International, Inc., a Delaware corporation (“WESCO”), completed its previously announced acquisition of the Issuer. Pursuant to the terms of the Agreement and Plan of Merger, dated as of January 10, 2020 (the “Merger Agreement”), by and among the Issuer, WESCO and Warrior Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of WESCO (“Merger Sub”), Merger Sub was merged with and into the Issuer (the “Merger”), with the Issuer surviving the Merger and continuing as a wholly owned subsidiary of WESCO.

At the effective time of the Merger (the “Effective Time”), each outstanding share of Common Stock (subject to limited exceptions, including shares with respect to which dissenters’ rights have been validly exercised in accordance with Delaware law) was converted into the right to receive:  (i) $72.82 in cash, without interest, after giving effect to certain adjustments set forth in the Merger Agreement (the “Cash Consideration”); (ii) 0.2397 shares of common stock of WESCO (the “Common Stock Consideration”), par value $0.01 per share; 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 preferred stock of WESCO, Series A, with a $25,000 stated amount per whole preferred share and an initial dividend rate equal to 10.625% (the Preferred Stock Consideration, the Cash Consideration and the Common Stock Consideration, collectively, the “Merger Consideration”). Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted Common Stock unit award granted prior to January 10, 2020, became fully vested (in the case of any performance-based restricted Common Stock unit award, 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 recei ve, in consideration of and in full settlement thereof, in respect of each share of 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.

As a result of the consummation of the Merger, WESCO became the beneficial owner of all shares of the Issuer’s Common Stock. Accordingly, the Reporting Persons no longer beneficially own any shares of Common Stock.

	SCHEDULE 13D
CUSIP No. 035290105		Page 19 of 21 Pages

	KZ 2007 HOLDINGS, LLC
	MZ 2007 HOLDINGS, LLC
	JZ 2007 HOLDINGS, LLC
	By:	/s/ PHILIP G. TINKLER
	Name: Phillip G. Tinkler
	Title: Vice President

 

	/s/ SAMUEL ZELL
	Samuel Zell

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