Anixter International Inc – ‘PRE 14A’ for 7/20/95

As of:  Wednesday, 6/28/95   ·   For:  7/20/95   ·   Accession #:  950124-95-1896   ·   File #:  1-10212

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Preliminary Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Statement                            5     22K 

PRE 14A
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SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  

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   

Filed by the Registrant [X]                                             
Filed by a party other than the Registrant [ ]                          
Check the appropriate box:                                              

[X] Preliminary proxy statement    [ ] Confidential, for Use of the Com-
                                   mission Only (as permitted by
                       Rule 14a-6(e)(2))
[ ] Definitive proxy statement                                          

[ ] Definitive additional materials                                     

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

ITEL CORPORATION  
------------------------------------------------------------------------------- 
(Name of Registrant as Specified in Its Charter)          

ITEL CORPORATION  
------------------------------------------------------------------------------- 
(Name of Person(s) Filing Proxy Statement)        

Payment of filing fee (Check the appropriate box):                              

   [X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
or Item 22(a)(2) of Schedule 14A.                               

[ ] $500 per each party to the controversy pursuant to Exchange Act     
Rule 14a-6(i)(3).                                               

    [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:     

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

(2) Aggregate number of securities to which transactions applies:       

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

(3) Per unit price or other underlying value of transaction computed    
     pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):      

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

(4) Proposed maximum aggregate value of transaction:                    

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

(5) Total fee paid:                                                     

        ------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.                     

  [ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was        
paid previously. Identify the previous filing by registration statement         
number, or the form or schedule and the date of its filing.                     

(1) Amount previously paid:                                             

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

(2) Form, schedule or registration statement no.:                       

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

(3) Filing party:                                                       

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

(4) Date filed:                                                         

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

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[ITEL LOGO] 

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

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD AUGUST 31, 1995

To the Stockholders of Itel Corporation:                                        

    The Board of Directors of Itel Corporation has called a Special Meeting of
the Stockholders of Itel Corporation to be held on Thursday, August 31, 1995 at 
10:00 a.m., at the offices of the Company at Two North Riverside Plaza, Suite   
1900, Chicago, Illinois 60606, to approve the adoption of an amendment to the   
Company's Certificate of Incorporation to change the name of the Company to     
Anixter International Inc.                                                      

    Your attention is directed to the accompanying Proxy Statement for further
information with respect to the matter to be acted upon at the meeting.         

     Stockholders are cordially invited to attend the meeting in person. Whether
or not you presently expect to attend the meeting, the Board of Directors asks  
you to complete, date and sign the enclosed proxy and return it by mail in the  
envelope provided. If you attend the meeting, you may vote your shares in person
even though you have previously signed and returned your proxy.                 

     All common stockholders of record at the close of business on July 20, 1995
will be entitled 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  
to examination by any stockholder for any appropriate purpose relating to the   
meeting during ordinary business hours for ten days prior to the meeting at the 
offices of Itel Corporation, Two North Riverside Plaza, Suite 1900, Chicago,    
Illinois 60606, and will also be available at the meeting.                      

                                      BY ORDER OF THE BOARD OF DIRECTORS

         [SIG]

                            James E. Knox, Secretary

Chicago, Illinois                                                               
July 25, 1995                                                                   

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PROXY STATEMENT 

FOR 

SPECIAL MEETING OF STOCKHOLDERS 
OF ITEL CORPORATION 

TO BE HELD ON AUGUST 31, 1995 

     This Proxy Statement and the accompanying Proxy Card are first being mailed
on or about July 25, 1995 to stockholders of record as of July 20, 1995 of Itel 
Corporation, a Delaware corporation ("Itel" or the "Company"), in connection    
with the solicitation of proxies by the Board of Directors of the Company for   
use at the Special Meeting of the Stockholders of Itel to be held at the offices
of the Company, Two North Riverside Plaza, Suite 1900, Chicago, Illinois 60606, 
on Thursday, August 31, 1995.                                                   

   This solicitation is being made by mail, although directors, officers and
regular employees of Itel may solicit proxies from stockholders personally or by
telephone, telegram or letter. The costs of this solicitation will be borne by  
Itel. Itel 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, Itel has 
retained Morrow & Co. to assist in the solicitation for a fee of $2,500 plus    
expenses.                                                                       

  Stockholders of record at the close of business on July 20, 1995 will be
entitled to notice of and to vote at the Meeting and any adjournment(s) thereof.
At the close of business on July 20, 1995,        shares of common stock were   
outstanding and entitled to vote at the Meeting. Each share of common stock is  
entitled to one vote.                                                           

A majority of the outstanding shares of common stock will constitute a
quorum for purposes of the Meeting and the affirmative vote of a majority of the
outstanding shares is required for adoption of the proposed amendment to the    
Company's Certificate of Incorporation. Shares which abstain from voting,       
including broker "non-votes," will have the same effect as those voting NO.     

   Proxies properly completed, signed and received prior to the Meeting will
be voted in accordance with the instructions of the persons executing the same. 
In the absence of any contrary instructions, duly executed proxies will be voted
FOR the adoption of an amendment to the Company's Certificate of Incorporation  
to change the Company's name as presented for approval by the stockholders      
pursuant to this Proxy Statement.                                               

  A stockholder may revoke a proxy at any time prior to its being voted by
filing, with the Secretary of the Company at the address set forth above,       
written notice of revocation or a duly executed proxy bearing a later date. A   
proxy may be revoked by a stockholder while attending the Meeting.              

     The Board of Directors of the Company has approved for consideration by the
stockholders of the Company the proposal to amend the Company's Certificate of  
Incorporation to change the Company's name to Anixter International Inc. The    
purpose of this change is to reflect the fact that the Company's sole operating 
company is Anixter Inc. and its subsidiaries. The Company's other assets consist
primarily of 6,727,500 shares of ANTEC Corporation, (approximately 30% of the   
stock of this integrater and developer of broad band networks which is traded on
NASDAQ National Market System) and assets held for sale which had a book value  
on June 30, 1995 of approximately $     .                                       

   The Board of Directors recommends that stockholders vote in favor of this
proposed amendment. The amendment will become effective upon the filing of a    
Certificate of Amendment to the Company's Certificate of Incorporation, which is
expected to take place promptly after the proposed amendment is approved by a   
majority of the outstanding shares.                                             

                                      BY ORDER OF THE BOARD OF DIRECTORS

         [SIG]

                            James E. Knox, Secretary

Chicago, Illinois                                                               
July 25, 1995                                                                   

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PROXY SOLICITED BY AND ON BEHALF OF   
THE BOARD OF DIRECTORS OF   
ITEL CORPORATION  

The undersigned hereby appoints Rod F. Dammeyer, Dennis J. Letham and James     
E. Knox and each of them (with full power of substitution in each) proxies of   
the undersigned to vote at a special Meeting of Stockholders of Itel            
Corporation to be held at 10:00 A.M., Central time, August 31, 1995 in the      
offices of the Company at Two North Riverside Plaza, Suite 1900, Chicago,       
Illinois, and at any adjournments thereof, all of the shares of Common Stock of 
Itel Corporation 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 AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO CHANGE 
THE COMPANY'S NAME TO ANIXTER INTERNATIONAL INC.                                

PLEASE SIGN AND DATE THE PROXY CARD ON THE REVERSE SIDE.  

COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE.     

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                                                           /X/ PLEASE MARK
                                                              YOUR VOTES
                                                             AS THIS

______________________                              
COMMON                                

1.  Proposal to amend the Company's certificate          FOR   AGAINST   ABSTAIN
  of Incorporation to change the Company's             / /     / /       / /
name to Anixter International Inc.                                      

                                       PLEASE CHECK BOX IF YOU
                                              INTEND TO BE PRESENT AT    / /
                       MEETING

                                      COMMENT/ADDRESS CHANGE
                                       Please mark this box if
                                             you have written comments / /
                                     address change on the
                            reverse side

                                             Dated___________________,1995

                                             _____________________________
                                              (Signature of Stockholder)

                                             _____________________________
                                             (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 THIS
                                           PROXY CARD PROMPTLY USING THE
                                ENCLOSED ENVELOPE.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14A’ Filing		Date		First		Last			Other Filings
		8/31/95		2		4			8-K
		7/25/95		2		3
For Period End:		7/20/95		2		3			DEF 14A
		6/30/95		3					10-Q
Filed on:		6/28/95
									List all Filings