<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A#1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1996
COMMISSION FILE NUMBER 1-5731
------------------------
REXEL, INC.
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C>
NEW YORK 13-1474527
(State of (I.R.S. employer identification
incorporation) no.)
</TABLE>
150 ALHAMBRA CIRCLE, CORAL GABLES, FL 33134
(Address of principal executive offices)
305-446-8000
(Telephone Number)
------------------------
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
Common stock, par New York Stock Exchange, Inc.
value $1 per share
The Pacific Stock Exchange, Incorporated
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
As of March 3, 1997: 25,733,290 shares of Common Stock were outstanding; and the
aggregate market value of shares held by non-affiliates was $234,496,587 (For
these purposes, a reported closing market price of $18.375 per share on March 3,
1997 has been used and "affiliates" have been arbitrarily determined to be
Rexel, S.A., International Technical Distributors, Inc. (see Item 1 of this
Report) and all directors and officers, although the Company does not
acknowledge that any such entity or person is actually an "affiliate" within the
meaning of the federal securities laws.)
Documents Incorporated By Reference: definitive proxy statement for 1997 Annual
Meeting of Stockholders (Part III).
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<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
FINANCIAL STATEMENTS AND SCHEDULES
The financial statements and financial statement schedules included in this
Report are listed in the introductory portion of Item 8.
EXHIBITS
The following exhibits are filed as part of this Report (for convenience of
reference, exhibits are listed according to numbers assigned in the exhibit
tables of Item 601 of Regulation S-K under the Securities Exchange Act of 1934
and management contracts and compensatory plans are indicated by an asterisk):
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------------
<C> <S>
3.1 Amended and restated certificate of incorporation -- filed as Exhibit 3.1 to the Company's annual report
on Form 10-K for 1995 and incorporated herein by reference.
3.2 By-laws of the Company -- filed as exhibit 3.2 to the Company's annual report on Form 10-K for 1993 and
incorporated herein by reference.
4.1 Note Agreement, dated as of April 2, 1991, between the Company and The Prudential Insurance Company of
America -- filed as Exhibit 4.1 to the Company's report on Form 10-Q for the quarter ended March 31, 1991
and incorporated herein by reference.
4.2 Amendment No. 2, dated as of November 11, 1992, to the Note Agreement, dated as of April 2, 1991 -- filed
as Exhibit 4.2 to the Company's annual report on Form 10-K for 1992 and incorporated herein by reference.
4.3 Amendment No. 3, dated as of March 30, 1993, to the Note Agreement, dated as of April 2, 1991 -- filed as
Exhibit 4.3 to the Company's annual report on Form 10-K for 1993 and incorporated herein by reference.
4.4 Amendment No. 4, dated as of December 17, 1993, to the Note Agreement, dated as of April 2, 1991 -- filed
as Exhibit 4.4 to the Company's Annual Report on Form 10-K for 1993 and incorporated herein as reference.
4.5 Amendment No. 5, dated as of December 31, 1994, to the Note Agreement, dated as of April 2, 1991 -- filed
as exhibit 4.5 to the Company's Annual Report on Form 10-K for 1994 and incorporated herein by reference.
4.6 Amendment No. 7, dated as of August 8, 1995, to the Note Agreement, dated as of April 2, 1991 -- filed as
Exibit 10.2 to the Company's report on Form 10-Q for the quarter ended September 30, 1995 and
incorporated herein by reference.
10.1 Amended and Restated Revolving Credit and Reimbursement Agreement dated as of August 8, 1995, among the
Company and NationsBank of Florida, National Association, as agent, and the lenders named therein --
filed as exhibit 10.1 to the Company's report on Form 10-Q for the quarter ended September 30, 1995 and
incorporated herein by reference.
10.2 1988 Stock Incentive Plan, as amended and restated effective March 16, 1995 -- filed as Exhibit 10.2 to
the Company's annual report on Form 10-K for 1995 and incorporated herein by reference.*
</TABLE>
1
<PAGE>
<TABLE>
<C> <S>
10.3 Form of indemnification agreement, dated as of November 18, 1986, between the Company and its directors
and officers -- filed as Exhibit 10.30 to the Company's annual report on Form 10-K for 1986 and
incorporated herein by reference.
10.4 Distribution Agreement, dated as of November 12, 1992, between the Company and Worldtex, Inc. -- filed as
Exhibit 10.25 to the Company's annual report on Form 10-K for 1992 and incorporated herein by reference.
10.5 Tax Sharing Agreement, dated as of November 12, 1992, between the Company and Worldtex, Inc. -- filed as
Exhibit 10.26 to the Company's annual report on Form 10-K for 1992 and incorporated herein by reference.
10.6 Services Agreement, dated as of November 1, 1995, between the Company and Rexel, S. A. -- filed as
Exhibit 10.7 to the Company's annual report on Form 10-K for 1995 and incorporated herein by reference.
10.7 Severance Agreement, dated as of March 18, 1994, between the Company, Steinthal Sample Co., Inc. and John
K. Ziegler -- filed as exhibit 10.19 to the Company's annual report on Form 10-K for 1993 and
incorporated herein by reference.*
10.8 Employment Contract, dated as of March 18, 1994, between the Company and Alain C. Viry -- filed as
Exhibit 10.20 to the Company's annual report or Form 10-K for 1994 and incorporated herein by reference.*
10.9 Employment Contract, dated as of June 26, 1994, between the Company and Steven M. Hitt -- filed as
Exhibit 10.21 to the Company's annual report or Form 10'K for 1994 and incorporated herein by reference.*
10.10 Employment Contract, dated as of April 12, 1993, between Sacks Electrical Supply Co., Inc. and Jules
Altshuler -- filed as Exhibit 10.22 to the Company's annual report or Form 10-K for 1994 and incorporated
herein by reference.*
10.11 Employment Contract, dated as of May 27, 1994, between the Company and Jon O. Fullerton -- filed as
Exhibit 10.23 to the Company's annual report or Form 10'K for 1994 and incorporated herein by reference.*
10.12 Employment Contract, dated as of June 27, 1994, between the Company and Allan M. Gonopolsky -- filed as
Exhibit 10.24 to the Company's annual report or Form 10'K for 1994 and incorporated herein by reference.*
10.13 Employment Contract dated as of July 12, 1988 between the Company and Allan M. Gonopolsky -- filed as
Exhibit 10.2 to the Company's annual report on Form 10-K for 1988 and incorporated herein by reference.*
10.14 Letter Agreement, dated April 22, 1992, between the Company and Allan M. Gonopolsky relating to his
Employment Contract -- filed as Exhibit G to the Company's Proxy Statement, dated September 2, 1992, and
incorporated herein by reference.*
10.15 Employment Contract dated April 22, 1992, between the Company and Robert M. Merson -- filed as Exhibit D
to the Company's Proxy Statement, dated September 2, 1992, and incorporated herein by reference.*
11.1 Statement re computation of per share earnings -- filed herewith.*
21.1 Subsidiaries of the Company -- filed herewith.*
23.1 Consent of Coopers & Lybrand L.L.P. -- filed herewith.*
24.1 Powers of Attorney executed by Messrs. Fullerton, Hitt and Redheuil -- filed herewith.*
</TABLE>
2
<PAGE>
<TABLE>
<C> <S>
24.2 Powers of Attorney executed by certain directors and officers of the Company -- filed as Exhibit 24.1 to
the Company's annual report on Form 10-K for 1993 and incorporated herein by reference.
27.1 Financial Data Schedule -- filed with EDGAR filing only.
</TABLE>
8-K REPORTS
During the last quarter of the Company's 1996 fiscal year, the Company did
not file a Current Report on Form 8-K.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: March 31, 1997 REXEL, INC.
By: /s/ ALLAN M. GONOPOLSKY
-----------------------------------------
Allan M. Gonopolsky
VICE PRESIDENT
AND CORPORATE CONTROLLER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on March 31, 1997 by the following persons on
behalf of the registrant and in the capacities indicated.
NAME TITLE
- ------------------------------ ---------------------------
ALAIN VIRY* President and Chief
- ------------------------------ Executive Officer and
Alain Viry Director
STEVEN M. HITT*
- ------------------------------ Vice President and Chief
Steven M. Hitt Financial Officer
Vice President and
/s/ ALLAN M. GONOPOLSKY Corporate Controller and
- ------------------------------ Attorney for persons
Allan M. Gonopolsky indicated by asterisk
FREDERIC DE CASTRO*
- ------------------------------ Director
Frederic de Castro
JOHN B. FRASER*
- ------------------------------ Director
John B. Fraser
R. GARY GENTLES*
- ------------------------------ Director
R. Gary Gentles
AUSTIN LIST*
- ------------------------------ Director
Austin List
ERIC LOMAS*
- ------------------------------ Director
Eric Lomas
GERALD E. MORRIS*
- ------------------------------ Director
Gerald E. Morris
ALAIN REDHEUIL*
- ------------------------------ Director
Alain Redheuil
NICOLAS SOKOLOW*
- ------------------------------ Director
Nicolas Sokolow
SERGE WEINBERG*
- ------------------------------ Director
Serge Weinberg
4
<PAGE>
EXHIBIT 11.1
REXEL INC.
COMPUTATION OF NET INCOME PER
COMMON AND COMMON EQUIVALENT SHARE
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(IN THOUSANDS)
<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Income from continuing operations................................................ $ 29,396 $ 21,100 $ 9,258
Loss from discontinued operations................................................ -- -- (327)
--------- --------- ---------
Income before extraordinary charge............................................... 29,396 21,100 8,931
Extraordinary Charge............................................................. -- (1,325) --
--------- --------- ---------
Income applicable to primary common and common equivalent shares................. 29,396 19,775 8,931
Interest reduction, net of taxes, upon conversion of Convertible Subordinated
Debentures..................................................................... 1,182 1,960
--------- --------- ---------
Income applicable to fully diluted common shares................................. $ 29,396 $ 20,957 $ 10,891
--------- --------- ---------
--------- --------- ---------
Primary shares:
Weighted average number of common shares and common share equivalents outstanding
during the year
Common (net of treasury stock)................................................. 25,664 24,687 23,734
Options........................................................................ 322 262 31
--------- --------- ---------
25,986 24,949 23,765
--------- --------- ---------
--------- --------- ---------
Fully diluted shares:
Weighted average number of common shares and common share equivalents outstanding
during the year:
Common (net of treasury stock)................................................. 25,664 24,687 23,734
Options........................................................................ 322 262 31
Conversion of Subordinated Debentures.......................................... -- 3,265 5,225
--------- --------- ---------
25,986 28,214 28,990
--------- --------- ---------
--------- --------- ---------
</TABLE>
<PAGE>
EXHIBIT 21.1
SUBSIDIARIES
The following are the subsidiaries of Rexel, Inc.
<TABLE>
<CAPTION>
Cable & Connector Warehouse, Inc................................. Texas
<S> <C>
Calcon Electric Supply, Inc...................................... California
C.E.S. Industries, Inc........................................... Delaware
Clark Consolidated Industries, Inc............................... Ohio
Consolidated Electric Supply, Inc................................ Delaware
Consolidated Electric Supply (Bahamas) Ltd....................... Bahamas
Duellman Electric Supply Company................................. Ohio
Elgee Electric Supply Co......................................... Ohio
Engineered Apparel Concepts, Inc................................. Delaware
Rawlinson Electric Company....................................... Texas
Rogers Lighting Company.......................................... Texas
Robin Service Corporation........................................ New York
Seaco Electrical Supplies, Inc................................... Florida
Southern Electric Supply Company, Inc............................ Delaware
Spindletop Electrical Distributing Company....................... Texas
Summers Electric Company......................................... Texas
Summers Group, Inc............................................... Delaware
The Sacks Electrical Supply Co................................... Ohio
Rexel DN, Inc.................................................... Delaware
Rexel DS, Inc.................................................... Delaware
Utility Products Supply Co....................................... Colorado
</TABLE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Rexel, Inc. and subsidiaries on Form S-8 which relate to the 1988 Stock
Incentive Plan (No. 33-32648) of our report, dated February 14, 1997, on our
audits of the consolidated financial statements and financial statement schedule
of Rexel, Inc. and subsidiaries as of December 31, 1996 and 1995, and the years
ended December 31, 1996, 1995 and 1994 which report is included in this Annual
Report on Form 10-K. We also consent to the reference to our firm as "Experts."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Miami, Florida
March 31, 1997
<PAGE>
EXHIBIT 24.1(A)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director and/or
officer of Rexel, Inc. (the "Corporation"), does hereby constitute and appoint
Jon O. Fullerton, Steven M. Hitt and Allan M. Gonopolsky, and each of them, his
true and lawful attorney or attorneys to execute in his name, place and stead in
such capacity or capacities (whether on behalf of the Corporation, or as a
director and/or officer of the Corporation, or otherwise), any and all
instruments which said attorney or attorneys may deem necessary or advisable in
order to enable the Corporation to comply with the Securities Exchange Act of
1934, as amended, and any requirements of the Securities and Exchange Commission
in respect thereof, pertaining to annual reports of the Corporation on Form 10-K
and amendments thereof, including without limitation, power and authority to
sign his name (whether on behalf of the Corporation, or as a director and/or
officer of the Corporation, or by attesting the seal of the Corporation, or
otherwise) to any such annual reports on Form 10-K, and any amendments thereof,
and other documents in connection therewith, and to file any of the
aforementioned documents with the Securities and Exchange Commission, each of
said attorneys to have full power and authority to do and perform in the name
and on behalf of the undersigned, every act whatsoever necessary or advisable to
be done in the premises, as fully and to all intents and purposes as the
undersigned might or could do in person.
IN WITNESS WHEREOF, the undersigned has signed his name hereto on the date
set opposite his name.
<TABLE>
<S> <C>
Dated: March 25, 1997 /s/Alain Redheuil
-------------------------------------------
</TABLE>
<PAGE>
EXHIBIT 24.1(B)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director and/or
officer of Rexel, Inc. (the "Corporation"), does hereby constitute and appoint
Jon O. Fullerton, Steven M. Hitt and Allan M. Gonopolsky, and each of them, his
true and lawful attorney or attorneys to execute in his name, place and stead in
such capacity or capacities (whether on behalf of the Corporation, or as a
director and/or officer of the Corporation, or otherwise), any and all
instruments which said attorney or attorneys may deem necessary or advisable in
order to enable the Corporation to comply with the Securities Exchange Act of
1934, as amended, and any requirements of the Securities and Exchange Commission
in respect thereof, pertaining to annual reports of the Corporation on Form 10-K
and amendments thereof, including without limitation, power and authority to
sign his name (whether on behalf of the Corporation, or as a director and/or
officer of the Corporation, or by attesting the seal of the Corporation, or
otherwise) to any such annual reports on Form 10-K, and any amendments thereof,
and other documents in connection therewith, and to file any of the
aforementioned documents with the Securities and Exchange Commission, each of
said attorneys to have full power and authority to do and perform in the name
and on behalf of the undersigned, every act whatsoever necessary or advisable to
be done in the premises, as fully and to all intents and purposes as the
undersigned might or could do in person.
IN WITNESS WHEREOF, the undersigned has signed his name hereto on the date
set opposite his name.
<TABLE>
<S> <C>
Dated: March 25, 1997 /s/ Jon O. Fullerton
-------------------------------------------
</TABLE>
<PAGE>
EXHIBIT 24.1(C)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director and/or
officer of Rexel, Inc. (the "Corporation"), does hereby constitute and appoint
Jon O. Fullerton, Steven M. Hitt and Allan M. Gonopolsky, and each of them, his
true and lawful attorney or attorneys to execute in his name, place and stead in
such capacity or capacities (whether on behalf of the Corporation, or as a
director and/or officer of the Corporation, or otherwise), any and all
instruments which said attorney or attorneys may deem necessary or advisable in
order to enable the Corporation to comply with the Securities Exchange Act of
1934, as amended, and any requirements of the Securities and Exchange Commission
in respect thereof, pertaining to annual reports of the Corporation on Form 10-K
and amendments thereof, including without limitation, power and authority to
sign his name (whether on behalf of the Corporation, or as a director and/or
officer of the Corporation, or by attesting the seal of the Corporation, or
otherwise) to any such annual reports on Form 10-K, and any amendments thereof,
and other documents in connection therewith, and to file any of the
aforementioned documents with the Securities and Exchange Commission, each of
said attorneys to have full power and authority to do and perform in the name
and on behalf of the undersigned, every act whatsoever necessary or advisable to
be done in the premises, as fully and to all intents and purposes as the
undersigned might or could do in person.
IN WITNESS WHEREOF, the undersigned has signed his name hereto on the date
set opposite his name.
<TABLE>
<S> <C>
Dated: March 25, 1997 /s/ Steven M. Hitt
-------------------------------------------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM REXEL, INC.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 14,396
<SECURITIES> 0
<RECEIVABLES> 159,454
<ALLOWANCES> 3,004
<INVENTORY> 117,657
<CURRENT-ASSETS> 302,673
<PP&E> 81,691
<DEPRECIATION> 33,473
<TOTAL-ASSETS> 428,938
<CURRENT-LIABILITIES> 196,800
<BONDS> 29,582
0
0
<COMMON> 26,314
<OTHER-SE> 167,793
<TOTAL-LIABILITY-AND-EQUITY> 428,938
<SALES> 1,159,446
<TOTAL-REVENUES> 1,159,446
<CGS> 917,907
<TOTAL-COSTS> 917,907
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (303)
<INTEREST-EXPENSE> 5,110
<INCOME-PRETAX> 51,124
<INCOME-TAX> 21,728
<INCOME-CONTINUING> 29,396
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,396
<EPS-PRIMARY> 1.13
<EPS-DILUTED> 1.13
</TABLE>
