================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2004 COMMISSION FILE NUMBER: 1-5989 ANIXTER INTERNATIONAL INC. (Exact name of registrant as specified in its charter) DELAWARE 94-1658138 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2301 PATRIOT BLVD. GLENVIEW, ILLINOIS 60026 (224) 521-8000 (Address and telephone number of principal executive offices) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |X| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 8.01. OTHER EVENTS. Anixter International Inc. (the "Company") today sent a notice to holders of its Liquid Yield Option Notes due 2020 (Zero Coupon--Senior)(the "LYONs") with respect to each holder's right to require the Company to purchase its LYONs on purchase dates of June 28, 2005, 2010 and 2015. In the notice, the Company irrevocably elected to pay the purchase price solely in cash. A copy of the notice is filed herewith as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits The following exhibit is filed herewith: 99.1 Company Notice to Holders of Liquid Yield Option Notes due 2020 dated December 28, 2004 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ANIXTER INTERNATIONAL INC. December 28, 2004 By: /s/ Dennis J. Letham ------------------------------- Dennis J.Letham Senior Vice President - Finance and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description 99.1 Company Notice to Holders of Liquid Yield Option Notes due 2020 dated December 28, 2004