Edgar Filing: ANIXTER INTERNATIONAL INC

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).

[X] Definitive proxy statement.

[ ] Definitive additional materials.

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.

ANIXTER INTERNATIONAL INC.
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(Name of Registrant as Specified in Its Charter)
ANIXTER INTERNATIONAL INC.
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

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[ ] Check box if any part of the fee is offset as provided by Exchange Act
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[ANIXTER LOGO]
------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 23, 2002

To the Stockholders of Anixter International Inc.:

The Annual Meeting of Stockholders of Anixter International Inc. will be
held at One North Franklin Street, Chicago, Illinois on Thursday, May 23, 2002,
at 1:00 p.m., for the purpose of:

(1) electing 11 Directors; and

(2) transacting such other business as may properly be brought before the
meeting or any adjournment(s) thereof.

The Board of Directors has fixed the close of business on April 1, 2002 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the meeting or any adjournment(s) thereof. A complete list of the
stockholders entitled to vote at the meeting will be open for examination by any
stockholder for any purpose germane to the meeting during ordinary business
hours for ten days prior to the meeting at the offices of Anixter International
Inc., 4711 Golf Road, Skokie, Illinois 60076, and will also be available at the
meeting.

A copy of Anixter International Inc.'s Annual Report to Stockholders for
the fiscal year ended December 28, 2001 is being mailed to all registered
holders. Only one annual report and proxy statement is being delivered to
consenting multiple stockholders sharing an address unless Anixter International
Inc. has received contrary instructions from one or more of the holders.
Stockholders at a shared address who are receiving a single copy of the annual
report and proxy statement and who wish to receive separate copies now and/or in
the future should make a request in writing to the Corporate Secretary at
Anixter International Inc., 4711 Golf Road, Skokie, Illinois 60076 or by phone
at 847-677-2600. Additional copies of the annual report and proxy statement may
be obtained without charge by writing to the Corporate Secretary or from the
Company's website at http://www.anixter.com/investor/d0200p01.htm. Stockholders
at a shared address who are receiving multiple copies of those documents and who
wish to receive a single copy should direct their request to the bank or
brokerage firm which holds their shares.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ JAMES E. KNOX
James E. Knox, Secretary

Chicago, Illinois
April 19, 2002

ALL STOCKHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
EXPECT TO ATTEND, PLEASE DATE, SIGN AND COMPLETE THE ENCLOSED PROXY AND MAIL IT
PROMPTLY IN THE POSTAGE PREPAID ENVELOPE PROVIDED.

PROXY STATEMENT

FOR

ANNUAL MEETING OF STOCKHOLDERS
OF ANIXTER INTERNATIONAL INC.

TO BE HELD MAY 23, 2002

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Anixter International Inc., a Delaware
corporation (the "Company," which as used herein shall mean together with or
without its subsidiaries, as the context may require). The Company's corporate
headquarters are located at 4711 Golf Road, Skokie, Illinois 60076 (telephone
847-677-2600). The Proxy Statement and form of proxy were first mailed to
stockholders on or about April 19, 2002. Proxies solicited by the Board of
Directors of the Company are to be voted at the Annual Meeting of Stockholders
of the Company to be held on Thursday, May 23, 2002, at 1:00 p.m., at One North
Franklin Street, Chicago, Illinois, or any adjournment(s) thereof.

This solicitation is being made by mail, although directors, officers and
regular employees of the Company may solicit proxies from stockholders
personally or by telephone, telegram or letter. The costs of this solicitation
will be borne by the Company. The Company may request brokerage houses, nominees
or fiduciaries and other custodians to solicit their principals or customers for
their proxies, and may reimburse them for their reasonable expenses in so doing.
In addition, the Company has retained Morrow & Co. to assist in the solicitation
for a fee of $5,000 plus expenses.

VOTING

Shares of Common Stock, $1.00 par value, of the Company ("Common Stock")
represented by proxies in the accompanying form which are properly executed and
returned to the Company (and which are not effectively revoked) will be voted at
the meeting in accordance with the stockholders' instructions contained therein.
In the absence of contrary instructions, shares represented by such proxies will
be voted IN FAVOR OF the election as directors of the nominees listed herein,
and in the discretion of the appointed proxies upon such other business as may
properly be brought before the meeting.

Each stockholder has the power to revoke his or her proxy at any time
before it is voted by (i) delivering to the Company prior to or at the meeting
written notice of revocation or a later dated proxy or (ii) attending the
meeting and voting his or her shares in person.

As of April 1, 2002, 37,031,813 shares of Common Stock were outstanding.
Each holder is entitled to one vote per share.

A majority of the outstanding shares of Common Stock will constitute a
quorum for purposes of the meeting. If a quorum is present, in person or by
proxy, the election of directors will be determined by a plurality of the votes.
As a result, shares represented at the meeting and entitled to vote for
directors, but which abstain from voting or withhold votes, will be counted
toward a quorum, and will not affect the election of directors.

ELECTION OF DIRECTORS

In the absence of contrary instructions, the proxies received will be voted
for the election as directors of the nominees listed below to hold office until
the next annual meeting of stockholders or until their successors are elected
and qualified. Although the Board of Directors does not contemplate that any
nominee will decline or be unable to serve as a director, in either such event
the proxies will be voted for another person selected by the Board of Directors,
unless the Board acts to reduce the size of the Board of Directors in accordance
with the provisions of the Company's by-laws. The current number of directors
has been set by the Board at eleven.

The following table sets forth the name and age as of March 20, 2002 of
each director or nominee for director of the Company, the year each director was
first elected, his or her position with the Company, his or her principal
occupation(s) during the last five years, any other directorships held by such
person in companies which have a class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or subject to the requirements of Section 15(d) of the Exchange Act or
directorships of issuers registered as investment companies under the Investment
Company Act of 1940, and family relationships between directors and other
directors or executive officers. The term of office of each director will extend
until the holding of the next annual meeting of stockholders or until his or her
successor is elected and qualified.

PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND AGE DURING PAST FIVE YEARS
------------ -----------------------------------

Lord James Blyth, 61........... Director of the Company since 1995; Chairman since 2000 of
Diageo plc, a beverage and food company; Chairman from 1998
to 2000, Deputy Chairman from 1994 to 1998 and Chief
Executive Officer from 1987 to 1998 of The Boots Company,
a diversified company engaged in manufacturing, retailing
and real estate.
Robert L. Crandall, 66......... Director of the Company since 1999; Chairman of the Board of
Directors and Chief Executive Officer from 1985 to 1998 of
AMR Corporation, an air transportation and diversified
services company; Director of Allied World Assurance
Holdings Ltd., Celestica Inc., Clear Channel
Communications, Inc., Halliburton Company and i2
Technologies, Inc.
Robert W. Grubbs Jr., 45....... Director since 1997, and President and Chief Executive
Officer since 1998 of the Company; President and Chief
Executive Officer of Anixter Inc., a subsidiary of the
Company, since 1994; Director of A.M. Castle & Co.
F. Philip Handy, 57............ Director of the Company since 1986; a private investor;
Chief Executive Officer since 2001 of Strategic Industries,
LLC, a diversified global manufacturing enterprise;
Managing Director of EGI Corporate Investments, a
diversified management and investment business, from 1997
to 1999; Partner of Winter Park Capital Company, a private
investment firm, from 1980 to 1997; Director of I Dine
Rewards Network Inc., WCI Communities, Inc. and Wink
Communications, Inc.
Melvyn N. Klein, 60............ Director of the Company since 1985; President of JAKK
Holding Corp., a General Partner of the investment
partnership GKH Partners, L.P., since 1987; Attorney and
counselor-at-law since 1968; a founder of Questor Partners
Fund, L.P. in 1995 and a principal of that partnership
through 1999; a member of the Advisory Committee on
International Economic Policy to the U.S. Secretary of
State; Director of Bayou Steel Corporation and Hanover
Compressor Company.
John R. Petty, 71.............. Director of the Company since 1988; Chairman of TECSEC
Incorporated, a data security company, since 1997; Chairman
of Federal National Payables, Inc., a factoring company,
since 1992; Private investor since 1988; Director of Arris
Group, Inc.

PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND AGE DURING PAST FIVE YEARS
------------ -----------------------------------

Stuart M. Sloan, 58............ Director of the Company since 1994; a Principal since 1984
of Sloan Capital Companies, a private investment company;
Chairman of the Board of Directors from 1986 to 1998 and
Chief Executive Officer from 1991 to 1996 of Quality Food
Centers, Inc., a supermarket chain; Director of Rite Aid
Corp.
Thomas C. Theobald, 64......... Director of the Company since 1995; Managing Director of
William Blair Capital Partners, L.L.C. since 1994; Chairman
and Chief Executive Officer from 1987 to 1994 of
Continental Bank Corporation; Director of Jones, Lang
LaSalle Incorporated, MONY Group, Liberty Funds and Xerox
Corporation.
Mary Agnes Wilderotter, 47..... President, Chief Executive Officer and a director of Wink
Communications, Inc., an interactive telecommunications and
media company, since 1997; Executive Vice President of
National Operations and Chief Executive Officer of the
Aviation Communications Division of AT&T Wireless
Services, Inc. from 1995 to 1997; Director of Airborne
Express, American Tower Corporation, Electric Lightwave,
Inc., Gaylord Entertainment, The McClatchy Company,
National Cable Telecommunications Association and Tier
Technologies Inc.
Matthew Zell, 35............... Director of the Company since 2001; Managing Director since
2001 of Equity Group Investments, L.L.C., an investment
company; President from 1990 to 2001 of Prometheus
Technologies, Inc. and its predecessor, an information
technology consulting firm. Mr. Zell is the son of Samuel
Zell.
Samuel Zell, 60................ Director since 1984, and Chairman of the Board of Directors
since 1985 of the Company; Chairman since 1999 of Equity
Group Investments, L.L.C., an investment company; Chairman
of the Board of Directors from before 1994 through 1999 of
Equity Group Investments, Inc., a real estate and
corporate investment firm; Chairman of the Board of
Directors since 1995 and Chief Executive Officer from 1995
to 1996 of Manufactured Home Communities, Inc.; Chairman
of the Board of Directors of American Classic Voyages Co.,
Capital Trust, Inc., Chart House Enterprises, Inc.,
Danielson Holding Corporation and Chairman of the Board of
Trustees of Equity Residential Properties Trust and Equity
Office Properties Trust. Mr. Zell is the father of Matthew
Zell.

BOARD AND COMMITTEE MEETINGS

The Audit Committee currently consists of Messrs. Petty (Chair), Klein and
Theobald, who are each believed to be "independent" as defined in Sections
303.01(B)(2)(a) and (3) of the listing standards of the New York Stock Exchange.
Pursuant to its written charter, the Audit Committee provides general review of
the Company's accounting and auditing procedures, meets with the Company's
independent auditors to review their recommendations, and reviews related party
transactions. The Audit Committee held four meetings in 2001.

The Compensation Committee, currently consisting of Messrs. Sloan (Chair)
and Crandall and Lord Blyth, exercises all powers of the Board of Directors in
connection with compensation matters, including incentive compensation, benefit
plans and stock grants. The Compensation Committee held two meetings in 2001.

The Executive Committee, currently consisting of Messrs. Klein and Petty
and Samuel Zell (Chair), exercises the full powers of the Board of Directors to
the extent permitted by law in the intervals between Board meetings. The
Executive Committee held two meetings in 2001.

The Board of Directors held four meetings in 2001. Each of the directors
attended 75 percent or more of the total of all meetings held by the Board and
the committees on which the director served, except for Mr. Crandall, who was
unable to participate on a day on which two meetings were held.

The Company does not have a committee to nominate candidates for election
to the Board of Directors.

EXECUTIVE COMPENSATION

The following tables set forth information about the compensation of the
chief executive officer and the four other most highly compensated executive
officers of the Company.

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION AWARDS
-------------------
ANNUAL COMPENSATION SECURITIES
--------------------------- OTHER ANNUAL RESTRICTED UNDERLYING ALL OTHER
NAME & SALARY BONUS COMPENSATION(1) STOCK AWARD(2) OPTIONS COMPENSATION(3)
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($)
------------------ ---- ------ ----- --------------- -------------- ---------- ---------------

Robert W. Grubbs........ 2001 580,000 156,400 13,242 -- 300,000 2,550
President & Chief 2000 525,000 305,000 22,208 932,427 150,000 2,550
Executive Officer 1999 500,000 273,450 -- 1,214,110 150,000 2,400
Dennis J. Letham........ 2001 325,000 91,800 8,843 -- 90,000 2,550
Senior Vice
President-- 2000 310,000 175,950 16,961 551,935 65,000 2,550
Finance and Chief 1999 295,000 162,000 -- 720,034 50,000 2,400
Financial Officer
Terrance A. Faber....... 2001 180,000 24,750 48 -- 5,000 2,625
Vice
President--Controller 2000(4) 38,077 23,400 23 -- -- 218
John A. Dul............. 2001 180,000 20,250 541 -- 5,000 2,550
General Counsel and 2000 168,000 99,500 340 -- 5,000 2,550
Assistant Secretary 1999 160,000 158,000(5) -- -- 5,000 2,400
Samuel Zell............. 2001 200,000 -- -- -- -- --
Chairman 2000 200,000 -- -- -- -- --
1999 200,000 -- -- -- -- --

---------------
(1) Represents above-market earnings on deferred compensation.

(2) Value of restricted stock and restricted stock units for 1999 and 2000,
respectively, on the date granted. Stock and units vest annually in thirds
beginning on the second anniversary of the grant or earlier in the case of
certain events. Holders of stock units are entitled to receive any
distributions on the stock of the Company or an equitable adjustment to the
number of stock units based on such distribution. At December 28, 2001, the
aggregate value of restricted stock and restricted stock units granted to
Messrs. Grubbs and Letham was $2,954,742 and $1,750,930, respectively.

(3) Contributions to employee savings plan.

(4) 2000 compensation since date of hire, October 9, 2000.

(5) Includes special project bonus.

OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
-------------------------
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE AT
SECURITIES OPTIONS ASSUMED ANNUAL RATES OF
UNDERLYING GRANTED TO STOCK PRICE APPRECIATION FOR
OPTIONS EMPLOYEES IN EXERCISE OR DATE OPTION TERM(1)
GRANTED FISCAL BASE PRICE OF ------------------------------
NAME (#) YEAR ($/SH) EXPIRATION 5%($) 10%($)
---- ---------- ------------ ----------- ---------- ----- ------

Robert W. Grubbs(2)........... 300,000 25.2% 25.20 2-14-11 4,754,443 12,048,693
Dennis J. Letham(2)........... 90,000 7.6% 25.20 2-14-11 1,426,330 3,614,608
Terrance A. Faber(2).......... 5,000 .4% 25.20 2-14-11 79,241 200,812
John A. Dul(2)................ 5,000 .4% 25.20 2-14-11 79,241 200,812
Samuel Zell................... -- -- -- -- -- --

---------------
(1) These numbers are for presentation purposes only and are not predictions of
future stock prices.

(2) 25% of options become exercisable on each anniversary of grant.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION VALUE

NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FY-END(#) AT FY-END($)
SHARES VALUE -------------------- --------------------
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- ------------- -------------

Robert W. Grubbs.................... 0 0 405,000/525,000 4,831,163/3,665,813
Dennis J. Letham.................... 0 0 188,750/176,250 2,163,477/1,280,041
Terrance A. Faber................... 0 0 0/5,000 0/18,100
John A. Dul......................... 0 0 17,875/12,625 210,337/105,517
Samuel Zell......................... 0 0 75,000/0 689,625/0

PENSION PLAN TABLE

ANNUAL
REMUNERATION
ON WHICH YEARS OF SERVICE
BENEFITS ARE -------------------------------------------------------------------------
BASED 5 10 15 20 25 30 35
------------ - -- -- -- -- -- --

$200,000 $12,000 $ 24,000 $ 35,000 $ 47,000 $ 59,000 $ 71,000 $ 71,000
300,000 18,000 37,000 55,000 73,000 91,000 110,000 110,000
400,000 25,000 50,000 74,000 99,000 124,000 149,000 149,000
500,000 31,000 63,000 94,000 125,000 156,000 188,000 188,000
600,000 38,000 76,000 113,000 151,000 189,000 227,000 227,000
700,000 44,000 89,000 133,000 177,000 221,000 266,000 266,000
800,000 51,000 102,000 152,000 203,000 254,000 305,000 305,000
900,000 57,000 115,000 172,000 229,000 286,000 344,000 344,000
1,000,000 64,000 128,000 191,000 255,000 319,000 383,000 383,000
1,200,000 77,000 154,000 230,000 307,000 384,000 461,000 461,000
1,400,000 90,000 180,000 269,000 359,000 449,000 539,000 539,000

Above amounts are annual straight life annuity amounts (which are not
reduced for social security benefits) payable upon retirement at age 65 under
Anixter Inc. funded and unfunded defined benefit plans for Messrs. Grubbs,
Letham, Faber and Dul, who have 24, 9, 2 and 13 years of service, respectively.
The determination of remuneration is based upon payment, not accrual, and
therefore the covered compensation for 2001 will be the salary shown in the
summary compensation table for 2001 and the bonus shown in that table for 2000.
Under the enhanced portion of the management incentive plan in effect in 1999,
2000 and 2001, the regular bonus opportunities for Messrs. Grubbs and Letham
were halved; therefore, their cash bonuses for these years will be doubled in
computing their covered compensation for pension purposes.

In 2000 Samuel Zell's unfunded pension benefits were cashed out for
$345,653. As a result, he will be entitled only to the annuity amounts provided
by the Company's funded plan as set forth in the above table. The annual
remuneration upon which this benefit is based is limited by federal tax rules to
a maximum amount, which in 2001 was $170,000. Samuel Zell has 17 years of
service.

COMPENSATION OF DIRECTORS

The Company pays its non-employee directors annual retainers of $60,000 of
its stock in the form of stock units which convert to Common Stock at the
pre-arranged time selected by each director and fees of $1,750 for each board
meeting attended, $1,000 for each committee meeting attended and a $5,000 annual
retainer for committee chairpersons. Directors are reimbursed for any expenses
they incur in attending meetings. The

Company at its discretion may purchase, for its market value, Common Stock
obtained pursuant to these stock units.

EMPLOYMENT CONTRACTS AND TERMINATION OF
EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS

Messrs. Grubbs and Letham are employed pursuant to contracts terminable on
six months notice by either party, or earlier if there is good cause for
termination as defined in the contracts. Good cause for termination by the
executive includes forced relocation, significant reduction of salary, regular
bonus opportunity, and other benefits, no longer holding his current position as
defined in the contracts or any other significant reduction of responsibilities.
Good cause for termination by the Company includes material fiduciary breaches
and dishonest acts. If employment is terminated by the executive for good cause
or by the Company without good cause within four years after a change of control
as defined in the contracts, the executive is entitled to certain benefits.
These benefits include (i) payment of a pro rata portion of his regular bonus
for that year and his salary and regular bonus for the next two years, (ii) all
his options to purchase stock will vest and be exercisable for the lesser of two
years or their remaining life, (iii) his medical and life insurance coverage
will continue during this two year period, and (iv) he will be held harmless
from any golden parachute federal excise tax on these benefits. The executive is
required to delay his termination for a specified period if the good cause is
based on a change of position or reduction in responsibilities, but his stock
options will vest at the time of the change of control if he is not continuing
in his current position. If in connection with a change of control, at least 25%
of the Common Stock is being exchanged for any consideration other than publicly
traded common stock, the contracts provide that the executive's stock options
will be exercisable to the extent necessary to enable the executive to
participate in such exchange on a pro rata basis. Change of control is defined
by the contracts as any third person (other than Samuel Zell and his affiliates)
acquiring at least 25% of the Common Stock or substantially all the assets of
the Company or the majority of the directors of the Company being comprised of
individuals who were not nominated by the Board of Directors of the Company.
Such a change of control will also vest the restricted shares or restricted
stock units granted to Messrs. Grubbs and Letham and the other participants in
the enhanced portion of the Company's management incentive plan. See
"Compensation Committee Report on Executive Compensation."

COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION

Lord James Blyth, Stuart Sloan and Robert Crandall were members of the
Compensation Committee of the Board of Directors.

During the year ended December 28, 2001, no person who is or was formerly
an officer or employee of the Company or any of its subsidiaries served as (i) a
member of the Compensation Committee; (ii) a member of the compensation
committee (or other board committee or full board performing equivalent
functions) of another entity, one of whose executive officers served on the
Board of Directors of the Company; or (iii) a director of another entity, one of
whose executive officers served on the Board of Directors of the Company.

Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933, or the Exchange Act that might
incorporate future filings, including this Proxy Statement, in whole or in part,
the Compensation Committee Report on Executive Compensation, the Audit Committee
Report and the Performance Graph presented below shall not be incorporated by
reference into any such filings.

COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

The compensation policy of the Company for its executive officers
(including those named in the Summary Compensation Table) has been to pay base
salaries and annual bonuses within the median of the range paid by others for
comparable positions and to provide long-term incentive opportunities within the
high end of the range provided by others for comparable positions. From time to
time, the Committee reviews studies comparing the compensation of the Company's
executives with the compensation of similar executives of selected groups of
companies. The companies in the comparison groups were selected because they
were believed to be representative of the types of companies with which the
company competes for executives. The companies in the comparison group were of
all sizes and in several industries and have no correlation to the companies
included in the peer group used in the "Performance Graph." Because of the great
differences in size and industry between the Company and the companies in the
comparison group, the determination of the Committee that the current
compensation of the Company's executives is consistent with the Company's
compensation policy is subjective.

The salary of Mr. Grubbs was increased 10% in 2001 to move his salary
closer to his peers in other companies and to offset inflation.

To provide additional incentive to meet the challenging goals set by the
Company, an enhanced incentive plan for 2001 was adopted for Messrs. Grubbs and
Letham and several other key employees. A target of approximately 144% of salary
was established for Messrs. Grubbs and Letham. A goal for operating earnings
before non-recurring items was established for 2001. Achievement of this goal
would have earned 100% of target. Achievement between 90% and 110% of this goal
would have earned between 50% and 150% of target. In 2001, the minimum earnings
were not achieved and no awards were made under the enhanced incentive plan.

Messrs. Grubbs and Letham continued to participate in the regular portion
of the management incentive plan, but their targets for this portion of the plan
were set at 50% of their normal targets. Mr. Grubbs' regular incentive target
opportunity for 2001 was established at 40% of his salary, with one third of
this opportunity determined by the operating earnings of the Company, one third
of this opportunity determined by the Company's return on tangible capital, and
one third of this opportunity determined by the achievement of specified
qualitative goals, with no weighting among these goals. Mr. Grubbs was awarded a
regular incentive bonus for 2001 of $156,400. This represented 68% of his
regular incentive target because neither of the Company's financial goals was
met and his qualitative goals in the aggregate were exceeded.

The incentive opportunities for the other executive officers who
participated in the 2001 regular incentive plan were set by the Committee at the
beginning of the year at 38% to 42% of salary for the highest paid of the other
executive officers participating in the plan. A portion of this opportunity,
ranging from 66% to 70%, was based on the financial results of the Company and
the remainder was based on the achievement of specified qualitative goals. The
components of the financial results were operating earnings and return on
tangible capital, with the weighting dependent upon responsibilities. Incentive
awards for 2001 for these executive officers were from 27% to 68% of target
incentive opportunities because neither of the financial targets was met and the
qualitative goals in the aggregate of each participant were exceeded or
substantially met.

The guidelines used to determine option grants were first adopted in 1998.
The number of shares provided by the guidelines for each executive was
determined at that time by taking a percentage of the executive's then salary
and dividing that amount by the then value per option. The percentages were set
in the same manner as other components of compensation. These percentages were
not affected by previous grants. Since that time, the Committee has granted
options to purchase the same number of shares to each executive each year,
making such adjustments from time to time in individual cases as the Committee
believes appropriate. In 2001, the grants to Messrs. Grubbs and Letham were
increased to recognize the results achieved by the Company in the previous year.

The components of executive officer compensation related to the performance
of the Company are the levels of the annual incentive awards as described above
and the ultimate value of long-term incentive awards as determined by the stock
market.

It is the policy of the Company to structure its compensation in a manner
which will avoid the limitations imposed by the Omnibus Budget Reconciliation
Act of 1993 on the deductibility of executive compensation under Section 162(m)
of the Internal Revenue Code to the extent it can reasonably do so consistent
with its goal of retaining and motivating its executives in a cost effective
manner.

Stuart Sloan
Lord James Blyth
Robert L. Crandall

REPORT OF AUDIT COMMITTEE

Pursuant to its written charter, the Audit Committee oversees the Company's
financial reporting process on behalf of the Board of Directors. Our
responsibility is to monitor and review these processes. It is not our duty or
our responsibility to conduct auditing or accounting reviews or procedures. We
are not employees of the Company and we do not represent ourselves to be or to
serve as accountants or auditors by profession. Therefore, we have relied,
without independent verification, on management's representation that the
financial statements have been prepared with integrity and objectivity and in
conformity with accounting principles generally accepted in the United States of
America and on the representations of the independent auditors included in their
report on the Company's financial statements. Our oversight does not provide us
with an independent basis to determine that management has maintained
appropriate accounting and financial reporting principles or policies, or
appropriate internal controls and procedures designed to assure compliance with
accounting standards and applicable laws and regulations. Furthermore, our
considerations and discussions with management and the independent auditors do
not assure that the Company's financial statements are presented in accordance
with generally accepted accounting principles, that the audit of our Company's
financial statements has been carried out in accordance with generally accepted
auditing standards or that our Company's independent accountants are in fact
independent.

Management has the primary responsibility for the financial statements and
the reporting process, including the systems of internal controls. In fulfilling
our oversight responsibilities, we reviewed the audited financial statements in
the Annual Report with management, including a discussion of the quality, not
just the acceptability, of the accounting principles, the reasonableness of
significant judgments, and the disclosures in the financial statements.

We reviewed with the independent auditors, who are responsible for
expressing an opinion on the conformity of those audited financial statements
with generally accepted accounting principles, their judgments as to the
quality, not just the acceptability of the Company's accounting principles and
such other matters as are required to be discussed with the Committee under
generally accepted auditing standards. In addition, we discussed with the
independent auditors the auditors' independence from management and the Company,
including the matters in the written disclosures required by the Independence
Standards Board, and considered the compatibility of nonaudit services provided
by the auditors to the Company with their independence.

We discussed with the Company's internal and independent auditors the
overall scope and plans for their respective audits. The Committee meets with
the internal and independent auditors, with and, as deemed advisable, without
management present, to discuss the results of their examinations, their
evaluations of the Company's internal controls, and the overall quality of the
Company's financial reporting. We held four meetings during fiscal year 2001. In
addition, the Chair of the Committee on behalf of the Committee (with the
opportunity to convene a meeting of the full committee if deemed advisable)
reviews proposed interim financial statements with management and the
independent auditors.

In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors (and the Board of Directors has accepted
that recommendation) that the audited financial statements be included in the
Annual Report on Form 10-K for the fiscal year ended December 28, 2001 for
filing with the Securities and Exchange Commission. The Committee selects the
Company's independent auditors.

John R. Petty
Melvyn N. Klein
Thomas C. Theobald

PERFORMANCE GRAPH

Below is a graph comparing total shareholder return on the Company's Common
Stock over the last five years with a broad equity market index and a peer group
index as required by the rules of the Securities and Exchange Commission.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*

[PERFORMANCE GRAPH]

1996 1997 1998 1999 2000 2001
------- ------- ------- ------- ------- -------

ANIXTER INTL INC.................... $100.00 $102.33 $125.97 $127.91 $134.11 $179.91

RUSSELL 2000........................ $100.00 $122.23 $119.49 $145.02 $140.80 $144.50

PEER GROUP.......................... $100.00 $115.92 $104.84 $ 93.05 $ 80.89 $ 97.77

The Company's Peer Group Index consists of the following companies: Arrow
Electronics Inc., Avnet Inc., W.W. Grainger Inc., Ingram Micro, Pioneer-Standard
Electronics, Inc., Premier Farnell, Richardson Electronics Ltd., and Tech Data.
This peer group was selected based on a review of publicly available information
about these companies and the Company's determination that they are engaged in
distribution businesses similar to that of the Company.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth, as of April 1, 2002, certain information
with respect to the Common Stock that may be deemed to be beneficially owned
(including options exercisable within 60 days) by each director or nominee for
director of the Company, the officers named in the Summary Compensation Table
and by all directors and officers as a group.

OPTIONS
COMMON FOR COMMON PERCENT
STOCK STOCK TOTAL OF CLASS
------------ ---------- ---------- --------

Name of Beneficial Owner(1)
Lord James Blyth....................... 18,264(7) 10,000 28,264 *
Robert L. Crandall..................... 10,384(9) 0 10,384 *
F. Philip Handy........................ 59,264(10) 50,000 109,264 *
Melvyn N. Klein........................ 41,264(4)(7) 40,000 81,264 *
John R. Petty.......................... 14,355(3) 50,000 64,355 *
Stuart Sloan........................... 43,264(7) 10,000 53,264 *
Thomas C. Theobald..................... 38,264(11) 10,000 48,264 *
Mary Agnes Wilderotter................. 1,048(13) 0 1,048 *
Matthew Zell........................... 8,140(12) 0 8,140 *
Samuel Zell............................ 5,124,656(5) 75,000 5,199,656 14.0%(6)
Robert W. Grubbs....................... 128,562(2) 592,500 721,062 1.9%(6)
Dennis J. Letham....................... 70,880(8) 252,500 323,380 *
Terrance A. Faber...................... 400 850 1,250 *
John A. Dul............................ 318 23,000 23,318 *
All directors and executive officers as a
group including the above-named
persons................................ 5,811,651 1,483,600 7,295,251 18.9%(6)

---------------
* Percentage of shares beneficially owned does not exceed one percent of the
class.

(1) Unless otherwise indicated, each person included in the group has sole
investment power and sole voting power with respect to the securities
beneficially owned by such person.

(2) Includes 43,118 common stock units which convert to Common Stock on a 1 for
1 basis at the time determined when the stock units were granted.

(3) Includes 2,096 common stock units which convert to Common Stock on a 1 for
1 basis at the time determined when the stock units were granted.

(4) Includes 4,000 shares held in trust for Mr. Klein's minor children and of
which Mr. Klein disclaims beneficial ownership.

(5) The shares of Common Stock shown in this table include 4,647,147 shares
that are owned by a limited liability company whose sole member is the Sam
Investment Trust, whose beneficiaries are Samuel Zell and members of his
family and whose trustee is a limited liability company; 285,000 shares
that are owned by a limited liability company whose sole member is the
Samuel Zell Revocable Trust, of which Samuel Zell is the trustee and
beneficiary, 55,588 shares that are owned by a limited liability company
whose sole member is ZFT Partnership, an Illinois general partnership,
whose sole partners are various trusts for the benefit of Samuel Zell and
members of his family; 55,587 shares that are owned by a limited liability
company whose sole member is Alphabet Partners, an Illinois general
partnership, whose sole partners are various trusts for the benefit of
Samuel Zell and members of his family; and 81,334 shares that are owned
directly by Samuel Zell. (See "Security Ownership of Principal
Stockholders" below.)

(6) All options exercisable within 60 days of the date of this table which may
be deemed to be beneficially owned by the person or persons for whom the
calculation is being made are deemed to have been exercised for the purpose
of calculating this percentage.

(7) Includes 18,264 common stock units which convert to Common Stock on a 1 for
1 basis at the time determined when the stock units were granted.

(8) Includes 25,523 common stock units which convert to Common Stock on a 1 for
1 basis at the time determined when the stock units were granted.

(9) Includes 8,384 common stock units which convert to Common Stock on a 1 for
1 basis at the time determined when the stock units were granted.

(10) Includes 4,273 common stock units which convert to Common Stock on a 1 for
1 basis at the time determined when the stock units were granted.

(11) Includes 10,820 common stock units which convert to Common Stock on a 1 for
1 basis at the time determined when the stock units were granted.

(12) Includes 2,640 common stock units which convert to Common Stock on a 1 for
1 basis at the time determined when the stock units were granted.

(13) Includes 1,048 common stock units which convert to Common Stock on a 1 for
1 basis at the time determined when the stock units were granted.

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS

The following table sets forth information as of April 1, 2002 with respect
to each person who is known by the management of the Company to be the
beneficial owner of more than 5% of the outstanding shares of Common Stock.
Unless otherwise indicated, the beneficial owner has sole voting and investment
power.

TITLE NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
-------- ------------------- -------------------- --------

Common Samstock/SZRT, L.L.C. 285,000(1) 14.0%(4)
Samstock/SIT, L.L.C. 4,647,147(1)
Samstock/ZFT, L.L.C. 55,588(1)
Samstock/Alpha, L.L.C. 55,587(1)
Samuel Zell 156,334(1)
Two North Riverside Plaza
Chicago, Illinois 60606
Common Ariel Capital Management, Inc. 3,084,980 8.3%
200 East Randolph Drive
Suite 2900
Chicago, Illinois 60601
Common Merrill Lynch & Co., Inc. 2,549,443(2) 6.9%
World Financial Center, North Tower
250 Vesey Street
New York, New York 10381
Common Robert H. and Ann Lurie Trust 1,988,500(3) 5.4%
Two North Riverside Plaza
Chicago, Illinois 60606

---------------
(1) Samstock/SZRT, L.L.C. is a limited liability company whose sole member is
the Samuel Zell Revocable Trust, of which Samuel Zell is the trustee and
beneficiary. Samstock/SIT, L.L.C. is a limited liability company whose sole
member is the Sam Investment Trust, whose trustee is the Chai Trust Company,
L.L.C., a limited liability company. The beneficiaries of the Sam Investment
Trust are Samuel Zell and members of his family. Samstock/ZFT, L.L.C. is a
limited liability company whose sole member is ZFT Partnership, an Illinois
general partnership, whose sole partners are various trusts for the benefit
of Samuel Zell and members of his family. Samstock/Alpha, L.L.C. is a
limited liability company whose sole member is Alphabet Partners, an
Illinois general partnership, whose sole partners are various trusts for the
benefit of Samuel Zell and members of his family. The amounts shown include
75,000 shares obtainable within 60 days of the date of this table by the
exercise of options by Samuel Zell.

(2) According to a Schedule 13G, dated January 30, 2002, filed by Merrill Lynch
& Co., Inc. on behalf of Merrill Lynch Investment Managers, Merrill Lynch &
Co., Inc. has shared power to vote and shared power to dispose of 2,549,443
shares.

(3) Mrs. Lurie is the beneficiary and a co-trustee of the Robert H. and Ann
Lurie Trust.

(4) All options exercisable within 60 days of the date of this table which may
be deemed to be beneficially owned by the person or persons for whom the
calculation is being made are deemed to have been exercised for the purpose
of calculating this percentage.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In 1999, the Company entered into a financial advisory agreement with
Equity Group Investments, L.L.C. ("EGI"). This agreement provides for EGI to
provide financial advisory services as requested by the Company in connection
with tender offers, acquisitions, sales, mergers and similar transactions. For
such services, EGI will be paid a fee of 49 basis points of the enterprise value
of the transaction (amount paid plus assumed debt). EGI is beneficially owned by
trusts for the benefit of Samuel Zell and his family. The terms of this
agreement were determined by the Audit Committee. No payments have been made
under this agreement.

INDEPENDENT AUDITORS AND THEIR FEES

The Audit Committee has selected Ernst & Young LLP as independent auditors
of the Company for 2002. Ernst & Young LLP (and predecessor firm) have audited
the Company's financial statements since 1980. Representatives of Ernst & Young
LLP, who are expected to be present at the meeting, will be given an opportunity
to make a statement if they so desire and to respond to appropriate questions
asked by stockholders.

AUDIT FEES

Fees for the last annual audit were $509,400.

ALL OTHER FEES

All other fees were $983,200, including audit related services of $500,500
and nonaudit services of $482,700. Audit related services generally include fees
for pension plan audits, statutory audits of foreign subsidiaries, accounting
consultations and SEC registration statements. Nonaudit services consist
principally of domestic and foreign tax return reviews and tax consultation for
the company, its various subsidiaries and its expatriate employees. See "Report
of Audit Committee" for discussion of consideration of these fees by the Audit
Committee.

STOCKHOLDER PROPOSALS

Proposals of stockholders intended to be presented at the 2003 Annual
Meeting of Stockholders must be received by the Company at its principal offices
by December 22, 2002 in order to be considered for inclusion in the Company's
Proxy Statement and Proxy relating to the 2003 Annual Meeting of Stockholders.

CONCLUSION

The Board of Directors knows of no other matters to be presented for
stockholder action at the meeting. However, if other matters do properly come
before the meeting, it is intended that the persons named in the proxies will
vote upon them in accordance with their best judgment.

April 19, 2002

BY ORDER OF THE BOARD OF DIRECTORS

/s/ JAMES E. KNOX
JAMES E. KNOX, Secretary

DETACH HERE
--------------------------------------------------------------------------------

PROXY ANIXTER INTERNATIONAL INC.
PROXY SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints John A. Dul, Dennis J. Letham and Robert W.
Grubbs and each of them (with full power of substitution in each) proxies of the
undersigned to vote at the Annual Meeting of Stockholders of Anixter
International Inc. to be held at 1:00 P.M., Central time, May 23, 2002, at One
North Franklin Street, Chicago, Illinois, and at any adjournments thereof, all
of the shares of Common Stock of Anixter International Inc. in the name of the
undersigned on the record date.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF ALL NOMINEES.

1. Election of the following nominees as directors:
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below). to vote for all nominees listed below.

Nominees: Lord James Blyth, Robert L. Crandall, Robert W. Grubbs Jr., F. Philip Handy, Melvyn N. Klein, John R.
Petty, Stuart M. Sloan, Thomas C. Theobald, Mary Agnes Wilderotter, Matthew Zell and Samuel Zell.

(INSTRUCTION: WRITE THE NAME OF THE NOMINEE(S) FROM WHOM YOU ARE WITHHOLDING YOUR VOTE IN THIS SPACE.)

Please Check Box if you intend to be present at meeting [ ]

(Please sign and date the proxy card on the reverse side.)

DETACH CARD
--------------------------------------------------------------------------------

(Continued from the other side)

2. In their discretion, such other matters as properly may come before the
meeting or at any adjournment(s) thereof.

[ ] By checking the box to the left, I consent to future delivery of annual
reports, proxy statements, prospectuses and other materials and shareholder
communications electronically via the Internet at a webpage which will be
disclosed to me. I understand that the Company may no longer distribute
printed materials to me from any future shareholder meeting until such
consent is revoked. I understand that I may revoke my consent at any time by
contacting the Company's transfer agent, National City Bank, Cleveland, OH,
and that costs normally associated with electronic delivery, such as usage
and telephone charges as well as any costs I may incur in printing
documents, will be my responsibility.

Dated: _______________________________, 2002

____________________________________________
Signature

____________________________________________
(Signature if held jointly)

IMPORTANT: Please date this proxy and sign
exactly as your name appears hereon. If stock
is held jointly, both holders should sign.
Executors, administrators, trustees,
guardians and others signing in a
representative capacity should give full
title.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.