Anicom Inc · 424B3 · On 10/10/97

Filed On 10/10/97   ·   SEC File 333-30791   ·   Accession Number 935802-97-17

Prospectus   ·   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Rule 424(B)(3) Amendment                              14     82K 

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PROSPECTUS
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                                             Rule 424 (b)(3)
                                                File No. 333-30791

LOGO
Anicom, Inc.
[GRAPHIC OMITTED]   Multimedia Wiring Systems       

5,041,967 Shares of Common Stock

 ---------------------------

This  Prospectus  relates to the offer and sale by certain persons listed herein
under  "Selling   Stockholders",   their   pledgees,   donees,   transferees  or
distributees,  or  their  respective  successors-in-interest(collectively,   the
"Selling  Stockholders")  of a maximum of 5,041,967  shares  (collectively,  the
"Shares") of common stock,  $.001 par value ("Common  Stock"),  of Anicom,  Inc.
(the "Company") which includes: (i) up to 3,130,425 shares of Common Stock to be
issued from time to time to certain of the Selling  Stockholders upon conversion
of the Company's  Series A Convertible  Preferred Stock (the "Series A Preferred
Stock"), (ii) up to 400,000 shares of Common Stock to be issued and paid in lieu
of cash,  from time to time and at the  Company's  option,  as  dividends on the
Series A Preferred  Stock and  (iii)1,511,542  shares of Common Stock  currently
issued and  outstanding.  The Series A Preferred  Stock and the shares of Common
Stock  issuable  upon  conversion  have been and will be issued in  transactions
exempt from the  registration  requirements  of the  Securities  Act of 1933, as
amended (the "Securities Act"). See "Recent  Developments." The Company will not
receive  any of  the  proceeds  from  the  sale  of the  Shares  by the  Selling
Stockholders.                                                                   

The Common Stock is traded on the Nasdaq  National  Market (the "NNM") under the
symbol  "ANIC."  On July 8,  1997,  the  closing  price of the  Common  Stock as
reported on the NNM was $12.375 per share.  The Selling  Stockholders  may, from
time to time, sell the Shares on the NNM, in privately  negotiated  transactions
or otherwise,  at fixed prices that may be changed,  at market prices prevailing
at the time of sale,  at prices  related to such market  prices or at negotiated
prices. See "Plan of Distribution."                                             

SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR INFORMATION THAT SHOULD BE CONSIDERED
BY PROSPECTIVE INVESTORS.                                                       

 ---------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMIS-
 SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
 ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 ---------------------------

The date of this Prospectus is July 9, 1997 

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 AVAILABLE INFORMATION

The Company is subject to the  informational  requirements of the Securities and
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements  and other  information  concerning  the Company may be inspected and
copied at the public reference  facilities  maintained by the Commission at Room
1024, 450 Fifth Street,  N.W.,  Washington,  D.C. 20549, and at the Commission's
Regional  Offices at Seven World Trade Center,  13th Floor,  New York,  New York
10048 and at Citicorp  Center,  500 West Madison  Street,  Suite 1400,  Chicago,
Illinois  60661.  Copies of such  material  can also be  obtained  upon  written
request addressed to the Commission, Public Reference Section, 450 Fifth Street,
N.W.,  Washington,  D.C. 20549, at prescribed rates. In addition, the Commission
maintains an Internet Web site at http://www.sec.gov  containing reports,  proxy
and  information   statements  and  other  information  regarding   registrants,
including the Company, that file electronically with the Commission.  The Common
Stock is traded on the NNM, and reports,  proxy statements and other information
concerning  the Company  can be  inspected  at the  offices of The Nasdaq  Stock
Market, 1735 K Street, N.W., Washington, D.C. 20006.                            

The Company has filed with the Commission a  Registration  Statement on Form S-3
(herein,  together  with  all  amendments  and  exhibits,  referred  to  as  the
"Registration  Statement")  under  the  Securities  Act,  with  respect  to  the
securities  offered hereby.  This  Prospectus,  which  constitutes a part of the
Registration Statement, does not contain all of the information set forth in the
Registration  Statement,  certain parts of which are omitted in accordance  with
the rules and regulations of the Commission. For further information,  reference
is hereby made to the  Registration  Statement which may be inspected and copied
in the manner and at the  sources  described  above.  Any  statements  contained
herein  concerning  the  provisions  of any document  filed as an Exhibit to the
Registration   Statement  or  otherwise   filed  with  the  Commission  are  not
necessarily  complete  and, in each  instance,  reference is made to the copy of
such document so filed. Each such statement is qualified in its entirety by such
reference.                                                                      

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 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following  documents  previously  filed by the Company with the  Commission
pursuant to the Exchange Act are incorporated herein by reference:              

1.       The Company's Annual Report on Form 10-KSB, for the fiscal year ended  
December 31, 1996;                                            

2.       The Company's Quarterly Report on Form 10-Q, March 31, 1997;           

3.       The Company's Current Reports on Form 8-K/A dated May 23, 1996 and     
      November 5, 1996 and on Form 8-K, dated March 3, 1997, May 22, 1997,
May 30, 1997, and June 5, 1997.                               

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act  subsequent to the date of this  Prospectus and prior to the
termination  of the offering made hereby shall be deemed to be  incorporated  by
reference in this  Prospectus and to be a part hereof from the date of filing of
such documents.  Any statement contained herein or in a document incorporated or
deemed to be incorporated  herein by reference shall be deemed to be modified or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained in any subsequently  filed document which is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.                                        

The Company will provide,  without charge, to each person to whom a copy of this
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the  documents  incorporated  herein by  reference  (other than
exhibits  thereto,  unless  such  exhibits  are  specifically   incorporated  by
reference into the information  that this Prospectus  incorporates).  Written or
telephone requests for such copies should be directed to the Company's principal
executive office: Anicom, Inc., 6133 River Road, Suite 1000, Rosemont,  Illinois
60018-5171, Attention: Secretary (telephone: 847- 518-8700).                    

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RISK FACTORS

An investment  in the Shares  offered  hereby  entails a high degree of risk. In
addition to other  information  contained in this  Prospectus or incorporated by
reference herein,  potential  purchasers should consider carefully the following
factors in evaluating the Company,  its business and the Shares offered  hereby.
Statements  contained  in this  Prospectus  that are not  historical  facts  are
forward looking  statements that are made pursuant to the safe harbor provisions
of the Private  Securities  Litigation Reform Act of 1995. A number of important
factors could cause the Company's  actual  results for 1997 and beyond to differ
materially from those expressed in any forward-looking statements made by, or on
behalf of, the Company. These factors include, without limitation,  those listed
below.                                                                          

Risks Associated with Integrated Growth Strategy                                

The Company's integrated growth strategy involves the identification and pursuit
of  acquisition  opportunities  and internal  growth.  As of June 30, 1997,  the
Company operated in over 40 locations. The success and the rate of the Company's
expansion  into new  geographical  markets  will  depend on a number of factors,
including general economic and business  conditions  affecting the industries of
the  Company's  customers in such  markets,  competition,  the  availability  of
sufficient  capital,  the availability of sufficient  inventory to meet customer
demand,  the identification and acquisition or leasing of suitable sales offices
and/or warehouse  facilities on acceptable terms, and the ability to attract and
retain qualified  personnel and operate effectively in geographic areas in which
the Company has no prior experience. As a result, there can be no assurance that
the Company will be able to achieve its planned growth on a timely or profitable
basis.                                                                          

With  respect  to  the  Company's  identification  and  pursuit  of  acquisition
opportunities,  viable acquisition  candidates may not be available or available
on terms acceptable to the Company.  Additionally,  if the Company  continues to
grow,  it  may  be  required  to  make  further  investments  in  personnel  and
information  technology  systems.  Failure to  successfully  hire or retain such
personnel or implement such systems could have a material  adverse effect on the
Company's  results  of  operations  and  financial  condition.  There  can be no
assurance  that the  Company  will be able to manage  its  expanding  operations
effectively  or that it will be able to maintain or accelerate its recent growth
or that the Company will be able to operate profitably.                         

Capital Needs for Expansion                                                     

If the Company  continues to grow, it may require further capital through public
or private  equity  offerings  or  financings.  No  assurance  can be given that
additional  capital will be available to the Company or that, if  available,  it
would be on terms  acceptable to the Company.  If additional funds are raised by
issuing equity  securities,  further dilution to the Company's  stockholders may
result.                                                                         

Shares Eligible for Future Sale                                                 

All of the Shares being registered in the Registration  Statement, of which this
Prospectus  is a part,  are being  registered  by the Selling  Stockholders  for
resale.  The increase in the number of  outstanding  shares of Common Stock that
are available for sale without restriction due to the registration of the Shares
and the  perception  that a  substantial  number  of the  Shares  may be sold by
Selling  Stockholders,  or the actual sale of a substantial number of the Shares
by Selling  Stockholders,  could adversely affect the market price of the Common
Stock.                                                                          

Pursuant to its Amended and Restated  Certificate of Incorporation,  the Company
has the authority to issue  additional  shares of Common Stock and shares of one
or more series of preferred  stock (the "Preferred  Stock").  Such shares may be
issued  by the  Company  on the  authority  of the  Board of  Directors  without
stockholder  action.  The  issuance  of any  such  additional  Common  Stock  or
Preferred  Stock could  result in the dilution of the voting power and rights of
the  outstanding  shares of Common  Stock.  The possible  issuance of additional
shares of Preferred Stock may be considered a deterrence to a change of control.

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At present, 27,000 shares of Series A Preferred Stock have been authorized,  all
of which are issued and  outstanding.  The 27,000  shares of Series A  Preferred
Stock are  convertible,  without taking into account the dividends  which may be
paid thereon in Common Stock, into up to 3,130,425 shares of Common Stock, which
shares are being registered hereby.                                             

As of June 30, 1997, the Company had outstanding  options to purchase  1,750,159
shares of Common Stock at a weighted  average  exercise  price of  approximately
$7.21 per share (the majority of which have not yet vested) issued to employees,
former  employees,  directors and  consultants  pursuant to the Company's  stock
incentive plans and Warrants to purchase  104,364 shares of the Company's Common
Stock at a weighted average exercise price of $4.26 per share. The Company has a
registration  statement on Form S-8 in effect  covering  1,300,000 of the shares
issuable under the stock incentive plans.                                       

The Company may issue additional  capital stock or other forms of convertible or
exchangeable  securities to raise capital in the future. In order to attract and
retain  key  personnel,  the  Company  may  also  issue  additional  securities,
including stock options,  in connection with its employee benefit plans.  During
the terms of such  options  and  warrants,  the  holders  thereof  are given the
opportunity to benefit from a rise in the market price of the Common Stock.  The
exercise of such options and  warrants may have an adverse  effect on the market
value of the Common Stock.  Also, the existence of such options and warrants may
adversely  affect the terms on which the  Company can obtain  additional  equity
financing.                                                                      

Competition                                                                     

The market for the  distribution  of multimedia  wiring products is             
highly competitive and fragmented. To compete successfully,  management believes
that the Company will need to continue to offer a broad range of technologically
advanced products,  provide  competitive  pricing while maintaining its margins,
provide  prompt  delivery of  products,  deliver  responsive  customer  service,
establish and maintain strong  relationships  with suppliers and customers,  and
attract and retain highly  qualified  personnel.  The Company faces  substantial
competition   from  several   national  and  regional   distributors   and  from
manufacturers who sell directly to end-users for certain  large-scale  projects.
To maintain or increase  market  share in light of  competitive  pressures  from
current or future competitors,  the Company may be required to lower its prices.
Such  measures  could  adversely  affect the Company's  financial  condition and
results of operations.                                                          

Inventory                                                                       

The Company is dependent upon  identifying the right product mix and maintaining
sufficient  inventory on hand to meet customer orders. There can be no assurance
that the Company will be able to identify and offer products necessary to remain
competitive or not suffer losses related to product obsolescence. Further, there
is no assurance that the Company will achieve and maintain sufficient  inventory
levels to meet its  customers'  needs or that the Company  will not have to take
inventory write-offs in the future.                                             

Dependence on Management and Key Personnel                                      

The Company is highly  dependent upon the services of certain  members of senior
management, including Alan B. Anixter, Scott C. Anixter and Carl E. Putnam. Loss
of the services of any of these individuals could have a material adverse impact
on the Company. The Company has entered into employment agreements with Scott C.
Anixter,  Donald C. Welchko,  Carl E. Putnam and Robert L. Swanson.  The Company
maintains key man life insurance  with respect to Carl E. Putnam.  The Company's
success  is also  dependent  upon its  ability  to  attract  and  retain  highly
qualified management, marketing and sales personnel.                            

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Possible Volatility of Stock Price                                              

The  market  price  of  the  Common  Stock  could  be  subject  to   significant
fluctuations in response to variations in quarterly  operating results,  changes
in earnings,  estimates by analysts,  general  conditions  in the  industries in
which the Company's  customers compete and other events or factors. In addition,
the stock market,  from time to time, has  experienced  extreme price and volume
fluctuations  which  particularly  have  affected the market price for companies
which have completed recent initial public offerings,  and which often have been
unrelated  to  the  operating   performance  of  such  companies.   These  broad
fluctuations may adversely affect the market price of the Common Stock.         

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 RECENT DEVELOPMENTS

Private Placement of Series A Preferred Stock                                   

Pursuant to an agreement  dated May 20, 1997, the Company issued and sold 27,000
shares of the  Series A  Preferred  Stock  for an  aggregate  purchase  price of
$27,000,000 in a private  placement  exempt from the  registration  requirements
under the Securities Act. Generally,  the shares of Series A Preferred Stock are
convertible  into  Common  Stock at a  conversion  price of $8.625  per share of
Common Stock and accrue dividends at the rate of 5% per annum,  which is payable
in cash or Common Stock, at the Company's option. For a more detailed summary of
the Series A Preferred  Stock,  see  "Description  of Capital  Stock - Preferred
Stock - Series A Preferred Stock."                                              

Appointment of Two New Directors                                                

On June 5, 1997,  the Company's  Board of Directors  ("Board")  appointed  Peter
Huizenga and Thomas Reiman to the Board. The Board currently  consists of eleven
directors, six of whom are not employed by the Company or any of its affiliates.

Peter  Huizenga is the  President  of  Huizenga  Capital  Management,  a capital
management  company.  Mr.  Huizenga  is a member  of the Board of  Directors  of
Chemical Waste Management and until May 1997 was a director of Waste Management,
Inc. (NYSE: WMX), a company he co-founded in 1968. He is also Of Counsel for the
law firm of Hlustik,  Huizenga,  Williams & Vander Woude Ltd. Mr. Huizenga was a
director  and  officer  of  USCA  Holdings,  Inc.  at the  time  an  involuntary
bankruptcy  petition was filed against the company under Chapter 7 of the United
States Bankruptcy Code in November 1995. Mr. Huizenga is the beneficial owner of
Series A Preferred Stock convertible into 579,707 shares of Common Stock, all of
which  are  being  registered  in  the  Registration  Statement  of  which  this
Prospectus is a part. Upon joining the Board,  Mr. Huizenga  received options to
purchase 10,000 shares of Common Stock at an exercise price of $9.875 per share.
See "Selling Stockholders."                                                     

Thomas Reiman is the Senior Vice President of State and Governmental  Affairs at
Ameritech  Corporation  ("Ameritech").   He  has  served  in  various  executive
capacities  for  Ameritech  since 1994.  From 1992 to 1994,  Mr.  Reiman was the
President of Indiana Bell. Mr. Reiman is the beneficial owner of 2,000 shares of
Common  Stock of the Company  and upon  joining  the Board  received  options to
purchase 10,000 shares of Common Stock at an exercise price of $9.875 per share.

Amendment to Certificate of Incorporation                                       

Effective  June  10,  1997,  the  Company   amended  its  Amended  and  Restated
Certificate  of  Incorporation  to increase the  authorized  number of shares of
Common Stock to 60,000,000. See "Description of Capital Stock - Common Stock."  

New Credit Facility                                                             

     On July  3,  1997,  the  Company  closed  on a new  $50  million  unsecured
revolving  credit facility with a syndicate of lenders,  including  Harris Trust
and Savings Bank,  LaSalle National Bank and The First National Bank of Chicago.
This new facility  replaced the Company's  previous $10 million unsecured credit
facility.                                                                       

USE OF PROCEEDS 

The Company  will not receive  any  proceeds  from the sale of the Shares by the
Selling Stockholders.                                                           

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SELLING STOCKHOLDERS

The  following  table  sets  forth,  as of July  8,  1997,  certain  information
regarding the beneficial  ownership of the outstanding shares of Common Stock by
each Selling Stockholder both before the offering and as adjusted to reflect the
sale of the Shares.  The Shares  offered hereby may be offered from time to time
in  whole  or in part  by the  Selling  Stockholders,  their  pledgees,  donees,
transferees or distributees, or their respective successors-in-interest.  Except
where  otherwise  noted,  each person named in the  following  table has, to the
knowledge of the Company,  sole voting and investment  power with respect to the
shares beneficially owned.                                                      

                                                        · Enlarge/Download Table

                                                                                                                   
                                                    Beneficial Ownership                     Beneficial Ownership  
                                                       Before Offering                         After Offering (3)  
                                                  -------------------------    Number of    -----------------------
                                                   Number of                  Shares Being    Number of            
                                                    Shares        Percent     Offered (2)      Shares      Percent 
                                                  -----------     --------   ------------   -----------    --------

Cahill, Warnock Strategic Partners Fund, L.P......  878,840(1)(4)   5.6%       991,136          --             --  
Strategic Associates, L.P.........................   48,695(1)(5)    *          54,917          --             --  
Fleming US Discovery Fund III, L.P................  799,420(1)      5.1%       901,568          --             --  
Fleming US Discovery Offshore Fund III, L.P.......  128,115(1)       *         144,486          --             --  
Peter H. Huizenga(6)..............................  125,942(7)       *         130,756          10,000         *   
Peter H. Huizenga Testamentary Trust..............  347,826(1)      2.2%       392,270          --             --  
Heidi A. Huizenga.................................   57,971(1)(8)    *          65,378          --             --  
Betsy Huizenga Trust..............................   14,492(1)       *          16,344          --             --  
Greta Huizenga Trust..............................   14,492(1)       *          16,344          --             --  
Peter Huizenga Jr. Trust..........................   14,492(1)       *          16,344          --             --  
Timothy Dean Huizenga Trust.......................   14,492(1)       *          16,344          --             --  
Summer Hill Partners, L.P.........................  228,866(9)(10)  1.4%       130,756         112,924         *   
Summer Hill R.T. Enterprises Limited Partnership..  115,942(9)(11)   *         130,756          -- (15)        --  
Garfam Investors, L.L.C...........................   23,188(1)       *          26,151          --             --  
S. James Perlow...................................   48,724(12)      *          43,672          10,000         *   
Earl Perlow.......................................   66,608(13)      *          43,542          28,000         *   
Mark Perlow.......................................   46,608(13)      *          43,542           8,000         *   
KA Trading, L.P...................................   95,652(1)       *         107,874          --             --  
KA Management Limited.............................   49,275(1)       *          55,572          --             --  
CEW Partners......................................   57,971(1)       *          65,378          --             --  
Trust Investments, Inc............................   57,971(1)       *          65,378          --             --  
The Lincoln Fund L.P..............................  116,782(14)      *          39,227          82,000         *   
The Lincoln Fund Tax Advantage, L.P...............   11,594(1)       *          13,076          --             --  
The Gordon Fund, L.P..............................   17,391(1)       *          19,614          --             --  
The Northwestern Mutual Life Insurance Company....1,461,540         9.2%     1,461,540          --             --  
Bruce C. Stanley..................................  202,362         1.3%        40,472         161,890         1%  
Theodore A. Watson Jr.............................   23,824          *           4,765          19,059         *   
Kenneth L. Masengill..............................   23,824          *           4,765          19,059         *   

__________________                                                              
* Less than 1%                                                                  

(1) Represents shares of Common Stock issuable from time to time upon conversion
of the Series A Preferred Stock  calculated  using a conversion  price of $8.625
per share based upon  certain  conversion  provisions  of the Series A Preferred
Stock (which price could  fluctuate  from time to time on and after May 23, 1999
based on changes in the market price of the Common Stock).  See  "Description of
Capital Stock - Preferred Stock - Series A Preferred Stock."                    

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(2)  Represents  the maximum  number of shares that may be sold pursuant to this
Registration Statement, including a pro rata portion of 400,000 shares of Common
Stock  reserved  for  issuance  for  payment in lieu of cash,  at the  Company's
option,  of  dividends  on the Series A Preferred  Stock.  See  "Description  of
Capital Stock - Preferred Stock - Series A Preferred Stock."                    

(3) Assumes the Selling  Stockholders  sell all of their Shares pursuant to this
Prospectus. The Selling Stockholders may sell all or part of their Shares.      

(4) Excludes 48,695 shares held by Strategic  Associates,  L.P., with respect to
which Cahill, Warnock Strategic Partners Fund, L.P. shares voting and investment
power.                                                                          

(5) Excludes  878,840  shares held by Cahill  Warnock  Strategic  Partners Fund,
L.P.,  with  respect  to which  Strategic  Associates,  L.P.  shares  voting and
investment power.                                                               

(6) Peter H. Huizenga has been a Director of the Company since June 5, 1997.    

(7)  Includes  115,942  shares of Common Stock  issuable  from time to time upon
conversion of the Series A Preferred Stock  calculated  using a conversion price
of $8.625 per share of Common Stock and 10,000 shares  issuable upon exercise of
options  granted  pursuant to the Anicom,  Inc.  Directors  Stock  Option  Plan.
Excludes  347,826  shares held by the Peter H. Huizenga  Testamentary  Trust and
14,492 shares held by each of the Betsy Huizenga Trust, the Greta Huizenga Trust
and the Peter  Huizenga Jr. Trust for which  trusts Mr.  Huizenga  serves as the
sole trustee. Excludes 14,492 shares held by the Timothy Dean Huizenga Trust and
57,971  shares held by Heidi A.  Huizenga,  with  respect to which Mr.  Huizenga
shares voting and investment power.                                             

(8) Excludes  14,492 shares held by the Timothy Dean Huizenga  Trust,  for which
Heidi Huizenga serves as the sole trustee.                                      

(9)  Includes  115,942  shares of Common Stock  issuable  from time to time upon
conversion of the Series A Preferred Stock  calculated  using a conversion price
of $8.625 per share of Common Stock.                                            

(10)  Excludes  115,942  shares  held by Summer  Hill R.T.  Enterprises  Limited
Partnership,  with respect to which Summer Hill Partners, L.P. shares investment
and voting power.                                                               

(11) Excludes 228,866 shares held by Summer Hill Partners, L.P., with respect to
which Summer Hill R.T.  Enterprises  Limited  Partnership  shares investment and
voting power.                                                                   

(12)  Includes  38,724  shares of Common Stock  issuable  from time to time upon
conversion of the Series A Preferred Stock  calculated  using a conversion price
of $8.625 per share of Common Stock.                                            

(13)  Includes  38,608  shares of Common Stock  issuable  from time to time upon
conversion of the Series A Preferred Stock  calculated  using a conversion price
of $8.625 per share of Common Stock.                                            

(14)  Includes  34,782  shares of Common Stock  issuable  from time to time upon
conversion of the Series A Preferred Stock  calculated  using a conversion price
of $8.625 per share of Common Stock.                                            

(15) Excludes  112,924 shares of Common Stock owned by Summer Hill Partners L.P.
with respect to which Summer Hill R.T.  Enterprises  Limited  Partnership shares
voting and investment power.                                                    

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PLAN OF DISTRIBUTION

Any or all of the  Shares  covered by this  Prospectus  may be sold from time to
time  by the  Selling  Stockholders,  their  pledgees,  donees,  transferees  or
distributees,   or  their   respective   successors-in-interest.   The   Selling
Stockholders  may sell all or a portion of the Shares on the NNM,  in  privately
negotiated  transactions or otherwise,  at fixed prices that may be changed,  at
market prices  prevailing at the time of sale, at prices  related to such market
prices or at  negotiated  prices.  A Selling  Stockholder  may elect to engage a
broker or dealer to effect sales in one or more of the  following  transactions:
(a) block  trades in which the broker or dealer so engaged  will attempt to sell
the  Shares  as agent but may  position  and  resell a  portion  of the block as
principal to facilitate the transaction,  (b) purchases by a broker or dealer as
principal  and resale by such broker or dealer for its account  pursuant to this
Prospectus,  and (c) ordinary  brokerage  transactions and transactions in which
the broker solicits purchasers.  In effecting sales, brokers and dealers engaged
by Selling Stockholders may arrange for other brokers or dealers to participate.
Brokers  or  dealers  may  receive   commissions   or  discounts   from  Selling
Stockholders (or, if any such  broker-dealer  acts as agent for the purchaser of
such shares,  from such  purchaser)  in amounts to be  negotiated  which are not
expected  to  exceed  those  customary  in the types of  transactions  involved.
Broker-dealers  may agree  with the  Selling  Stockholders  to sell a  specified
number of such Shares at a stipulated  price per share,  and, to the extent such
broker-dealer is unable to do so acting as agent for a Selling  Stockholder,  to
purchase as  principal  any unsold  Shares at the price  required to fulfill the
broker-dealer commitment to such Selling Stockholder. Broker-dealers who acquire
Shares as  principal  may  thereafter  resell  such  Shares from time to time in
transactions  (which may  involve  block  transactions  and sales to and through
other broker-dealers,  including  transactions of the nature described above) in
the over-the-counter  market or otherwise at prices and on terms then prevailing
at the time of sale, at prices then related to the then-current  market price or
in negotiated  transactions and, in connection with such resales,  may pay to or
receive from the purchasers of such shares commissions as described above.      

     Shares covered by this  Prospectus may be sold in  transactions  under Rule
144 of the Securities Act rather than pursuant to this  Prospectus.  There is no
assurance  that any  Selling  Stockholder  will  sell  any or all of the  Shares
offered by it  hereunder,  or that such Selling  Stockholder  will not transfer,
devise or gift the Shares by other means not described herein.                  

The Selling  Stockholders and any broker-dealers or agents that participate with
the  Selling   Stockholders  in  sales  of  the  Shares  may  be  deemed  to  be
"underwriters"  within the meaning of the Securities Act in connection with such
sales. In such event, any commissions  received by such broker-dealers or agents
and any profit on the resale of the Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.                 

The Company is required to pay all of the expenses  incident to the offering and
sale of the  Shares,  other than fees and  expenses to the extent the Company is
prohibited  by  applicable  Blue  Sky  laws  from  paying  for or on  behalf  of
Purchasers. The Company has agreed to indemnify the Selling Stockholders against
certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.                                                                 

DESCRIPTION OF CAPITAL STOCK

The  authorized  capital stock of the Company  consists of 60,000,000  shares of
Common  Stock,  par value $.001 per share,  and  1,000,000  shares of  preferred
stock, par value $.01 per share ("Preferred Stock").                            

Common Stock                                                                    

Of the  60,000,000  shares of Common Stock  authorized,  15,811,105  shares were
outstanding  as of June 30, 1997.  Subject to the rights of holders of Preferred
Stock,  the holders of outstanding  shares of Common Stock are entitled to share
ratably in dividends  declared out of assets legally available  therefor at such
time and in such amount as the Board of Directors may from time to time lawfully
determine.  Each  holder of Common  Stock is entitled to one vote for each share
held,  and the holders of Common  Stock are not  entitled to  cumulative  voting
rights.  Subject to the rights of holders of any  outstanding  Preferred  Stock,
upon liquidation,  dissolution or winding up of the Company,  any assets legally
available for distribution to shareholders as such are to be distributed ratably
among the holders                                                               

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of the then  outstanding  Common  Stock.  All shares of Common  Stock  currently
outstanding are and all shares of Common Stock offered hereby,  when duly issued
and paid for will be, fully paid and  nonassessable,  not subject to  redemption
and assessment and without  conversion,  preemptive or other rights to subscribe
for or purchase any  proportionate  part of any new or additional  issues of any
class or series of securities convertible into stock of any class or series. The
Common Stock is listed on the Nasdaq National Market.                           

Preferred Stock                                                                 

The Company's Amended and Restated Certificate of Incorporation  provides for an
authorized class of undesignated Preferred Stock consisting of 1,000,000 shares.
This  Preferred  Stock may be issued at the direction of the Board of Directors,
without   shareholder   approval,   in  series  from  time  to  time  with  such
designations,   relative  rights,   priorities,   preferences,   qualifications,
limitations and restrictions  thereon,  to the extent that such are not fixed in
the Company's Amended and Restated Certificate of Incorporation, as the Board of
Directors determines. The rights,  preferences,  limitations and restrictions of
different  series of Preferred  Stock may differ with respect to dividend rates,
amounts payable on liquidation,  voting rights,  conversion  rights,  redemption
provisions,  sinking fund  provisions and other matters.  The Board of Directors
may authorize  the issuance of Preferred  Stock which ranks senior to the Common
Stock with respect to the payment of dividends and the distribution of assets on
liquidation.  In  addition,  the Board of  Directors  is  authorized  to fix the
limitations  and  restrictions,  if any, upon the payment of dividends on Common
Stock to be effective while any shares of Preferred Stock are  outstanding.  The
Board of Directors, without shareholder approval, can issue Preferred Stock with
voting and conversion  rights which could  adversely  affect the voting power of
the holders of Common Stock.  The issuance of Preferred Stock to certain holders
under  certain  circumstances  may have the  effect of  delaying,  deferring  or
preventing a change in control of the Company.                                  

Series A Preferred Stock                                                        

Of the  1,000,000  shares of  Preferred  Stock  authorized  for  issuance by the
Company,  27,000 shares have been designated as Series A Preferred Stock, all of
which are issued and outstanding.                                               

The holders of the Series A Preferred  Stock are entitled to receive  cumulative
preferential   dividends  on  the  Liquidation  Preference  (as  defined  below)
commencing on the date of issuance  ("Issuance Date") at the rate of: (i) 5% per
annum during the first five years  commencing on the Issuance Date; and (ii) 15%
per annum during the years  commencing on the fifth  anniversary of the Issuance
Date.  Accrued  dividends  are  payable  quarterly,  in  arrears,  in cash or in
registered shares of the Company's Common Stock, at the Company's option, valued
at the then  applicable  Average  Trading Price (as defined below) ending on the
day prior to the date of issuance of such shares. The Liquidation  Preference of
the Series A Preferred  Stock is $1,000.00 per share plus any accrued and unpaid
dividends.  Average  Trading Price means the average closing price of the Common
Stock on the Nasdaq  National Market for the ten-day period ending one day prior
to the relevant date of determination.                                          

The  holders of Series A  Preferred  Stock have the right to convert at any time
all or a portion of the Series A Preferred Stock,  together with any accrued and
unpaid  dividends,  into Common Stock at a conversion  price of $8.625 per share
("Conversion  Price");  provided that if the Average Trading Price as of May 23,
1999 is less than $8.625,  then the Conversion Price will thereafter be adjusted
downward, but never upward, to equal the greater of the Average Trading Price or
$6.00.  The  Conversion  Price of the  Series A  Preferred  Stock is  subject to
proportional  adjustment  for (a) any  subdivision  or combination of the Common
Stock and (b) upon the issuance by the Company of its securities at a price that
is less than the Conversion Price.                                              

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The Series A  Preferred  Stock may also be subject to  mandatory  conversion  as
described  below.  The  outstanding  shares of Series A Preferred  Stock will be
deemed to have been  converted  into  shares of Common  Stock at the  Conversion
Price  automatically,  upon the following terms and  conditions:  (i) if, at any
time during the first year  following  the Issuance  Date,  the Average  Trading
Price of the Common Stock is at least 130% of the Conversion Price, then 33-1/3%
of the then outstanding Series A Preferred Stock will convert into Common Stock,
such conversion to be allocated pro rata among the holders thereof;  (ii) if, at
any time during the two years  following the Issuance Date, the Average  Trading
Price of the Common Stock is equal to or exceeds 160%,  then 66-2/3% of the then
outstanding  Series A  Preferred  Stock will  convert  into Common  Stock,  such
conversion to be allocated pro rata among the holders thereof; (iii) 100% of the
Series A Preferred  Stock will convert into Common Stock if the Average  Trading
Price of the  Common  Stock is equal to or  exceeds  (A) 190% of the  Conversion
Price  during the two years  following  the Issuance  Date,  (B) 140% during the
third year  following  the  Issuance  Date,  (C) 150%  during  the  fourth  year
following the Issuance  Date,  or (D) 175% during the fourth year  following the
Issuance Date. Notwithstanding the foregoing, no mandatory conversion will occur
unless the shares of Common  Stock to be issued have been  registered  under the
Securities  Act and listed for trading on the principal  securities  exchange or
trading market where the Company's Common Stock is then listed or traded.       

At any time after the fifth (5th) anniversary of the Issuance Date, the Company,
at its option,  may redeem all,  but not less than all, of the then  outstanding
shares  of Series A  Preferred  Stock  for an  amount  equal to the  Liquidation
Preference as of the effective date of such redemption ("Redemption Price"). The
Redemption  Price  may be  paid,  at the  Company's  option,  either  in cash or
registered  shares of Common Stock valued at ninety percent (90%) of the Average
Trading Price as of the effective date of such redemption.                      

On matters subject to voting by holders of the Common Stock, holders of Series A
Preferred  Stock have the right vote  together with the holders of Common Stock,
on an as converted basis at the then applicable  Conversion Price, as one class.
The  holders  of  Series A  Preferred  Stock do not have the  right to vote as a
separate  class other than with respect to any  proposed  amendment to the terms
and  conditions  of the Series A  Preferred  Stock that would be adverse to such
holders.                                                                        

Delaware Law and Certain Corporate Provisions                                   

The Company is subject to the provisions of Section 203 of the Delaware  General
Corporation  Law. In general,  this statute  prohibits a publicly  held Delaware
corporation  from  engaging,   under  certain  circumstances,   in  a  "business
combination" with an "interested  stockholder" for a period of three years after
the  date  of  the  transaction  in  which  the  person  becomes  an  interested
stockholder, unless either (i) prior to the date at which the stockholder became
an interested  stockholder  the Board of Directors  approved either the business
combination  or the  transaction  in which  the  person  becomes  an  interested
stockholder,  (ii) the  stockholder  acquires  more than 85% of the  outstanding
voting stock of the  corporation  (excluding  shares held by  directors  who are
officers  or held in certain  employee  stock  plans) upon  consummation  of the
transaction  in which the  stockholder  becomes  an  interested  stockholder  or
(iii) the  business  combination  is approved by the Board of  Directors  and by
two-thirds of the outstanding voting stock of the corporation  (excluding shares
held by the interested stockholder) at a meeting of the stockholders (and not by
written consent) held on or subsequent to the date of the business  combination.
An  "interested  stockholder"  is a person who,  together  with  affiliates  and
associates,  owns (or at any time  within the prior  three years did own) 15% or
more  of the  corporation's  voting  stock.  Section  203  defines  a  "business
combination" to include,  without  limitation,  mergers,  consolidations,  stock
sales  and  asset  based  transactions  and other  transactions  resulting  in a
financial benefit to the interested stockholder.                                

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The  Company's  Amended and Restated  Certificate  of  Incorporation  and Bylaws
contain a number of  provisions  relating  to  corporate  governance  and to the
rights of  stockholders.  Certain  of these  provisions  may be deemed to have a
potential  "anti-takeover"  effect in that such  provisions may delay,  defer or
prevent a change of control of the Company.  These  provisions  include  (a) the
classification of the Board of Directors into three classes,  each class serving
for staggered three year terms; (b) elimination of stockholder action by written
consent;  (c) the authority of the Board to issue series of Preferred Stock with
such voting  rights and other  powers as the Board of Directors  may  determine;
(d) the requirement that the Bylaws may only be amended (other than by the Board
of  Directors)  by the vote of greater than 66 2/3% of the votes  entitled to be
cast generally by the outstanding  Common Stock;  (e) the  requirement  that the
provision in the Amended and Restated Certificate of Incorporation  creating the
classified  board  may  only be  amended  by the vote of at least 66 2/3% of the
votes entitled to be cast generally in the election of directors; and (f) notice
requirements in the Bylaws relating to nominations to the Board of Directors and
to the raising of business matters at stockholder meetings.                     

Transfer Agent and Registrar                                                    

The  transfer  agent and  registrar  for the  Common  Stock is Harris  Trust and
Savings Bank, located in Chicago, Illinois.                                     

 LEGAL MATTERS

Certain  legal matters with respect to the validity of the Shares will be passed
upon  for the  Company  by  Katten  Muchin  &  Zavis,  a  partnership  including
professional corporations, located in Chicago, Illinois.                        

 EXPERTS

The consolidated  financial statements of the Company appearing in the Company's
Annual Report on Form 10-KSB for the years ended December 31, 1996 and 1995, the
financial  statements of Northern Wire & Cable, Inc.  appearing in the Company's
Current  Report on Form 8-K/A  (Amendment  No. 2), dated May 23,  1996,  and the
financial  statements  of Norfolk  Wire &  Electronics,  Inc.  appearing  in the
Company's  Current  Report on Form 8-K/A  (Amendment  No. 2), dated  November 5,
1996, have been audited by Coopers & Lybrand L.L.P. independent accountants,  as
set forth in their reports thereon included  therein and incorporated  herein by
reference.  Such financial  statements are  incorporated  herein by reference in
reliance  upon such report  given upon the  authority of such firm as experts in
accounting and auditing.                                                        

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===========================================       ============================= 

No dealer, salesperson or other person                                          
has been authorized to give any information                                     
or to make any representations other than                                       
those contained in this Prospectus, and if                                      
given or made, such information and                                             
representations must not be relied upon as                                      
having been authorized by the Company or                                        
the Selling Stockholders.   This Prospectus         LOGO                        
does not constitute an offer to sell, or a         [GRAPHIC   Anicom, Inc.      
solicitation of an offer to buy the shares         EXCLUDED] Multimedia Wiring  
by anyone in any jurisdiction in which such                   Systems           
offer or solicitation is not authorized, or                                     
in which the person making the offer or                                         
solicitation is not qualified to do so, or                                      
to any person to whom it is unlawful to                                         
make such offer or solicitation.  Under no                                      
circumstances shall the delivery of this                                        
Prospectus or any sale made pursuant to                                         
this Prospectus, create any implication                                         
that the information contained in this                                          
Prospectus is correct as of any time                                            
subsequent to the date of this Prospectus.                                      

TABLE OF CONTENTS                                      5,041,967 Shares         
                                             of Common Stock
Page        

AVAILABLE INFORMATION.............  2                                           

INCORPORATION OF CERTAIN                                                        
DOCUMENTS BY REFERENCE..........  3                                         

RISK FACTORS......................  4                                           

RECENT DEVELOPMENTS...............  7                                           

USE OF PROCEEDS...................  7             ________________________      

SELLING STOCKHOLDERS..............  8                    PROSPECTUS             

PLAN OF DISTRIBUTION.............. 10             ________________________      

DESCRIPTION OF CAPITAL STOCK...... 10                                           

LEGAL MATTERS..................... 13                  July 9, 1997             

EXPERTS........................... 13                                           

===========================================       ============================= 

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 424B3 Filing		Date		First		Last			Other Filings
		12/31/95		13
		5/23/96		3		13			8-K/A
		11/5/96		3		13			8-K, 8-K/A
		12/31/96		3		13			10KSB, DEF 14A, PRE 14A
		3/3/97		3					8-K
		3/31/97		3					10-Q
		5/20/97		7
		5/22/97		3					8-K
		5/30/97		3					8-K
		6/5/97		3		9
		6/10/97		7
		6/30/97		4		10			10-Q
		7/3/97		7					S-3
		7/8/97		1		8
		7/9/97		1		14			S-3/A
Filed On / Filed As Of		10/10/97
		5/23/99		8		11
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