<PAGE>
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 Section 240.14a-11(c) or Section
240.14a-12
Rexel, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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)(4)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction 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:
------------------------------------------------------------------------
<PAGE>
REXEL, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
NOTICE IS HEREBY GIVEN that the 130th Annual Meeting of Stockholders of
Rexel, Inc. (the "Company") will be held at The Metropolitan Club, One East 60th
Street, New York, New York, at 11:00 A.M. (New York City time) on Tuesday, May
20, 1997, for the following purposes:
- to elect five members of the Board of Directors of the Company; and
- to transact such other business as may properly come before the meeting or
any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on Monday, March 31,
1997, as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting.
If you will be unable to attend the meeting, you are respectfully requested
to sign and return the accompanying proxy in the enclosed envelope.
By Order of the Board of Directors,
JON O. FULLERTON
Secretary
April 18, 1997
<PAGE>
REXEL, INC.
PROXY STATEMENT
This proxy statement is furnished to the stockholders of Rexel, Inc.
(hereinafter referred to as the "Company") in connection with the solicitation
of proxies for the Annual Meeting of Stockholders to be held on May 20, 1997.
The address of the Company's principal executive office and the Company's
mailing address is 150 Alhambra Circle, Suite 900, Coral Gables, FL 33134, and
the telephone number of its principal executive office is (305) 446-8000. This
proxy statement and the enclosed proxy are being sent to stockholders commencing
on or about April 18, 1997.
The enclosed proxy is solicited by the Board of Directors of the Company.
Execution of the proxy will not affect a stockholder's right to attend the
Annual Meeting and to vote in person or to revoke the proxy. A proxy may be
revoked at any time before it is exercised by written notice of revocation
delivered to the Secretary of the Company.
The Company will bear the cost of the solicitation of proxies, including the
charges and expenses of brokerage firms and others for forwarding solicitation
material to beneficial owners of stock. In addition to the use of the mails,
proxies may be solicited by personal interview, telephone or telecopy.
VOTING SECURITIES OUTSTANDING
The only outstanding class of voting securities of the Company is its Common
Stock, of which there were 25,698,390 shares outstanding at February 5, 1997.
Each share is entitled to one vote.
Only holders of Common Stock of record at the close of business on March 31,
1997 (the "Record Date"), will be entitled to vote at the Annual Meeting of
Stockholders.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following persons were known by the Company to be the beneficial owners
of more than five percent of the outstanding Common Stock as of February 5, 1997
(based on the most recently available Schedule 13G and 13D SEC filings):
<TABLE>
<CAPTION>
PERCENT
NAME AND ADDRESS OF
OF BENEFICIAL OWNER SHARES OWNED CLASS
- ---------------------------------------------------- --------------- ------
<S> <C> <C>
Rexel, S.A. 8,218,787(1) 32.0%
25, rue de Clichy, 75009
Paris, France
International Technical 4,636,994(1) 18.0%
Distributors, Inc. ("ITD")
301 46th Court
Meridian, Mississippi 39305
</TABLE>
- ------------------------
(1) Reported in an amended Schedule 13D, dated May 27, 1995, that Pinault --
Printemps -- Redoute S.A. ("Pinault"), by virtue of its control of Rexel,
S.A. and, through Rexel, S.A., ITD, may be deemed to be the indirect
beneficial owner of the shares of Common Stock held by Rexel, S.A. and ITD,
and may be deemed to share power to vote or dispose of such shares with such
companies. Further reported that as a result of the relationship among
Pinault, Rexel, S.A. and ITD, Rexel, S.A. and ITD may be deemed to share
power to vote or dispose of the shares of Common Stock held directly by each
of them with Pinault. Previously reported, in Schedule 13D, dated November
25, 1992, that Rexel, S.A. and Pinault may be deemed to share the power to
direct the vote or disposition of the shares of Common Stock held directly
by ITD with Robert Merson, a director and minority shareholder of ITD and an
officer of the Company, and that pursuant to a shareholders' agreement among
Mr. Merson, Rexel, S.A. and ITD, ITD may not sell, pledge, assign or
otherwise dispose of any shares of the Common Stock without Mr. Merson's
approval (except as may otherwise be provided). Pursuant to such
shareholders' agreement, Mr. Merson is selling his interest in ITD to Rexel,
S.A., subject to certain conditions, which sale is expected to be effected
in 1997.
2
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
As of February 5, 1997, shares of Common Stock were beneficially owned by
directors and nominees for directors, by the executive officers required to be
listed in the Summary Compensation Table below (see "Executive Compensation"),
and by all directors and executive officers as a group, as follows:
<TABLE>
<CAPTION>
PERCENT OF
NAME SHARES OWNED(1) CLASS(2)
- ------------------------------------------------------------ --------------- ----------
<S> <C> <C>
Pierre Chareyre None *
Frederic de Castro 2,000 *
John B. Fraser 9,000 *
Jon O. Fullerton 32,900 *
R. Gary Gentles 6,000 *
Gilles Guinchard None *
Steven M. Hitt 21,693 *
William J. Jett 12,000 *
Austin List 2,369 *
Eric Lomas 37,000 *
Robert M. Merson 125,133(3) *
Gerald E. Morris 9,000 *
Alain Redheuil None *
Nicolas Sokolow 6,000 *
Alain C. Viry 203,090 *
Serge Weinberg 7,000 *
All Directors and Executive Officers
as a Group 481,590(4) 1.8%
</TABLE>
- ------------------------
* Less than 1%.
(1) The persons included in the table had sole voting and investment power with
respect to shares reported as beneficially owned, except as otherwise
indicated in this and the following notes. Shares owned by Mr. de Castro
include options to purchase 2,000 shares of Common Stock, by Mr. Lomas
include options to purchase 36,000 shares of Common Stock and by each of
Messrs. Fraser, Gentles, Morris, Sokolow and Weinberg include options to
purchase 6,000 shares of Common Stock, in each case which are exercisable
within 60 days of February 5, 1997. Shares owned by Messrs. Fullerton, Hitt,
Jett, Merson and Viry, include options to purchase, respectively, 32,400,
14,400, 12,000, 74,000 and 196,000 shares of Common Stock which are
exercisable within 60 days of February 5, 1997. Subsequent to February 5,
1997, the following persons exercised options for and sold the number of
shares of Common Stock indicated after their respective names: Mr. Viry,
196,000 shares; Mr. Fullerton, 19,300 shares; Mr. Jett, 7,500 shares; Mr.
Lomas, 36,000 shares; and Mr. Hitt, 14,400 shares. Shares owned by Messrs.
Hitt, Merson and Viry include, respectively, 4,293, 1,033 and 1,090 shares
of Common Stock held under the Company's Section 401(k) Savings Plan as of
December 31, 1996, the most recent date for which such information is
available. Voting power with respect to such shares is directed by the
participants, or, in the absence of such direction, voted in the best
interests of the trust, as determined by the Trustee.
3
<PAGE>
(2) Percentages are calculated by dividing (x) the number of shares in the
"Shares Owned" column by (y) the sum of the number of shares of Common Stock
outstanding as of February 5, 1997 and the number of shares which a
particular owner (or group of owners) has a right to acquire within 60 days
of such date.
(3) Does not include 4,636,994 shares of Common Stock owned by ITD, of which Mr.
Merson is a vice president and director and in which he owns a 12.96%
interest. Mr. Merson disclaims beneficial ownership of such shares.
(4) Includes options to purchase 400,800 shares of Common Stock which are
exercisable within 60 days of February 5, 1997. Subsequent to February 5,
1997, such options were exercised for a total of 279,200 shares, which were
sold. Also includes 10,321 shares of Common Stock held under the Company's
401(k) Savings Plan as of December 31, 1996, the most recent date for which
such information is available, as to which voting power is directed by the
participants, or, in the absence of such direction, voted in the best
interests of the trust, as determined by the Trustee.
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provides for the classification
of the Board of Directors into three classes (Class I, Class II and Class III).
At the time of this year's Annual Meeting of Stockholders, the Board will
consist of ten directors.
Effective April 12, 1997, Mr. Viry resigned as a director and as President
and Chief Executive Officer of the Company and was replaced in such positions by
Mr. Guinchard. Mr. Viry has taken another position with an affiliate of Rexel,
S.A.
At this year's Annual Meeting, four Class II directors are to be elected to
serve for three-year terms expiring at the 2000 Annual Meeting. In addition, Mr.
Guinchard, elected by the Board to replace Mr. Viry upon his resignation in
April 1997, has been nominated for election by the stockholders as a Class III
director for a one-year term expiring at the 1998 Annual Meeting. The remaining
five directors in Classes I and III were previously elected by stockholders and
will continue to serve their terms of office, which will expire at the Annual
Meetings to be held in 1999 and 1998, respectively.
In connection with the acquisition by Rexel, S.A. of 30% of the outstanding
Common Stock from the Company in November 1992 and of additional Common Stock
from the Company in March 1994 raising its ownership to 40%, Rexel, S.A. was
granted the right to nominate certain directors pursuant to the terms of the
Investment Agreement between Rexel, S.A. and the Company (the "Investment
Agreement"). Messrs. Lomas, Morris and Weinberg were previously nominated by
Rexel, S.A. pursuant to the Investment Agreement. The Investment Agreement
expired on December 31, 1994. The four nominees for election as Class II
directors and the nominee for election as a Class III director were nominated by
the Nominating Committee of the Board of Directors.
If any nominee becomes unavailable for any reason or if a vacancy should
occur before the election (which events are not anticipated), the shares
represented by the accompanying proxy may be voted for such other person as may
be determined by the holders of such proxies.
4
<PAGE>
Directors are elected by a plurality vote. Under the Company's Certificate
of Incorporation and By-Laws and under New York law, abstentions and broker
non-votes will not have the effect of votes in opposition to a nominee. The
Board of Directors of the Company recommends that stockholders vote FOR each
nominee listed below.
The following table sets forth information with respect to each nominee for
election as a director of the Company:
<TABLE>
<CAPTION>
NAME OF NOMINEE; YEAR TERM
POSITIONS AND OFFICES WOULD EXPIRE DIRECTOR PRINCIPAL OCCUPATIONS DURING
WITH COMPANY AGE AND CLASS SINCE LAST FIVE YEARS; OTHER DIRECTORSHIPS
- --------------------- --- ------------ -------- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Pierre Chareyre 40 2000 N/A Financial Officer, Rexel, S. A. (electrical parts and supplies
Director Class II distributor) (April 1997 to present); Chief Executive Officer of
Sogem S. A. (trading of non-ferrous metals) (1993 to April 1997);
Group Corporate Finance Manager of Union Miniere S. A. (processing of
non-ferrous metals (1991 to 1993); director of Sogem, S.A. and of
Sogemet, S.A.
John B. Fraser 62 2000 1988 President, Geneva Financial Corp. (investment banking) (July 1994 to
Director Class II present); Managing Director, Citibank N.A. (investment banking) (June
1987 to June 1994); director of Worldtex, Inc. (covered yarn
manufacturing).
Gilles Guinchard 49 1998 1997 President and Chief Executive Officer of the Company (April 1997 to
Director; President Class III present); President of the North Eastern division of CDME France and
and Chief Executive General Manager of Facen (electrical parts and supply distribution)
Officer (1995 to April 1997); Director and General Manager of British
Plasterboard in France (European leader in the gypsum industry)
(1992-1996); European Manager of the flat glass division of PPG
Industries (U. S.) (paints, glass and chemical products) (1990 to
1992).
Eric Lomas Director; 50 2000 1992 President of The Hill Thompson Group Ltd. (investment banking) (1989
Chairman of the Class II to present); co-head of investment banking, Gruntal & Co. (investment
Board banking) (1985 to 1989); director of Goodmark Foods.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
NAME OF NOMINEE; YEAR TERM
POSITIONS AND OFFICES WOULD EXPIRE DIRECTOR PRINCIPAL OCCUPATIONS DURING
WITH COMPANY AGE AND CLASS SINCE LAST FIVE YEARS; OTHER DIRECTORSHIPS
- --------------------- --- ------------ -------- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alain Redheuil 48 2000 1996 Chairman and Chief Executive Officer of Rexel, S.A. (electrical parts
Class II and supplies distributor) (Oct. 1996 to present); Member of the
Executive Board of Pinault-Printemps-Redoute (the French leader in
multi-distribution) (Oct. 1996 to present); General Manager in France
of Lhoist (extraction and transformation of lime) (1993 to 1996);
Operational Manager for Europe of Michelin (tire production) (1990 to
1993).
</TABLE>
The following table sets forth information with respect to those incumbent
directors whose terms will continue after the Annual Meeting:
<TABLE>
<CAPTION>
NAME OF DIRECTOR; YEAR TERM
POSITIONS AND OFFICES WOULD EXPIRE DIRECTOR PRINCIPAL OCCUPATIONS DURING
WITH COMPANY AGE AND CLASS SINCE LAST FIVE YEARS; OTHER DIRECTORSHIPS
- --------------------- --- ------------ -------- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
R. Gary Gentles 48 1999 1993 President, Blue Circle America (cement production) (January 1995 to
Director Class I present); Executive Vice President and President Cement Group of
Lafarge Corporation (cement production) (November 1992 to 1994);
President and General Manager of Platres Lafarge L'Isle-sur-Sorgue
(September 1990 to November 1992); director of the Portland Cement
Association; Vice Chairman of the American Portland Cement Alliance.
Austin List 74 1998 1981 Vice Chairman and director of Strahl & Pitsch, Inc. (refiner of
Director Class III natural waxes) (prior to 1989 to present), Chief Executive Officer
and director of Golding Industries (textile printing) (October 1993
to December 1994); Senior Vice President and director of Johnston
Industries, Inc. (manufacturers of industrial textile fabrics)
(before 1988 to October 1993); director of Worldtex, Inc.; director
and Chairman of the American-Turkish Council.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
NAME OF DIRECTOR; YEAR TERM
POSITIONS AND OFFICES WOULD EXPIRE DIRECTOR PRINCIPAL OCCUPATIONS DURING
WITH COMPANY AGE AND CLASS SINCE LAST FIVE YEARS; OTHER DIRECTORSHIPS
- --------------------- --- ------------ -------- ----------------------------------------------------------------------
Gerald E. Morris 64 1999 1994 President, Intalite International N.V. (manufacturing and marketing of
Director Class I commercial ceilings) (1968 to present); Chairman of the Board of
Alumet Building Products Inc. (manufacturers of building products)
(1995 to present); President, Morris & Arndt Associates, Inc.
(investment banking) (1988 to December 1995); director of Beacon
Trust Company; director of Tivoli Industries Inc. (manufacturers of
lighting equipment).
<S> <C> <C> <C> <C>
Nicolas Sokolow 47 1998 1994 Partner, Cabinet, Sokolow, Dunaud, Mercadier & Carreras (law firm)
Director Class III (1994 to present); Partner, Coudert Brothers (law firm) (1981 to
1994); director Armor Holdings (1996 to present).
Serge Weinberg 46 1999 1992 Chairman of the Executive Board of Pinault -- Printemps -- Redoute
Director; Vice Class I (the French leader in multi-distribution) (July 1995 to present);
Chairman of the Chairman of the Board of Directors and Chief Executive Officer of La
Board Redoute (the French leader in mail order distribution) (July 1995 to
present); Chairman of the Board of Directors and Chief Executive
Officer of FNAC (a leading French distributor of entertainment
products and leisure products) (July 1995 to present); Chairman of
the Supervisory Board of Conforama (France's foremost multi-line
distributor of home appliances and furnishings) (July 1995 to
present); Chairman and Chief Executive Officer of Rexel, S.A.
(electrical parts and supplies distributor) (1990 to October 1996);
Managing Director of Pallas Finance (corporate finance) (1987 to
1990).
</TABLE>
COMMITTEES AND MEETINGS
The Company has standing Executive, Audit, Nominating and Executive
Compensation Committees of the Board of Directors. The Executive Committee may
exercise the powers of the Board of Directors (with certain statutory
exceptions) between meetings of the Board. The Audit Committee reviews
accounting matters with Company management and discusses accounting matters with
the Company's independent accountants in connection with the annual audit. The
Nominating Committee considers and recommends nominees for election to the
Company's Board of Directors. The Executive Compensation Committee reviews
compensation matters, including adoption and implementation of benefit plans,
and takes action or makes recommendations with respect thereto. During
7
<PAGE>
the 1996 fiscal year, the Executive Committee, composed of Messrs. Gentles, Viry
and Weinberg, held no meetings, the Executive Compensation Committee, composed
of Messrs. Fraser, List and Morris held one meeting, the Nominating Committee,
composed of Messrs. Gentles, Viry and Weinberg, held two meetings, the Audit
Committee, composed of Messrs. Fraser, List and Morris, held four meetings, and
the Company's Board of Directors held five meetings. Messrs. Sokolow and
Weinberg attended fewer than 75 percent of the total number of meetings during
1996 of the Board together, in the case of Mr. Weinberg, with the committee of
the Board on which he serves.
COMPENSATION OF OUTSIDE DIRECTORS
Non-employee directors (other than Mr. Lomas and employees of Rexel, S.A.)
are paid a fee of $1,333 per month and an additional $900 for each meeting
attended. Mr. Lomas is paid $75,000 per year for his services as Chairman of the
Board of Directors of the Company. The Company does not pay any fees to
directors who are employees of Rexel, S.A. or its parent company (currently
Messrs. Weinberg, Redheuil and de Castro and, if elected, Mr. Chareyre) in
connection with their service as directors of the Company, but reimburses them
for their reasonable out-of-pocket expenses incurred in connection with
attending meetings of the Board of Directors of the Company and its committees.
Each director of the Company has entered into an Indemnity Agreement with
the Company, which provides that the Company will indemnify each such person to
the fullest extent permitted by law for losses arising in connection with their
service as a director or officer of the Company.
The Company has a retirement plan for directors pursuant to which they are
entitled, upon leaving the Board of Directors for any reason other than removal
for cause, to $1,333 per month, the retainer paid by the Company to active
directors (excluding meeting and committee fees) as of the date of the 1995
annual meeting of stockholders. Such payments will be made for a period equal to
the retired director's service on the Board (excluding periods during which he
also was an employee of the Company) through the date of the 1995 annual meeting
of stockholders, subject to termination upon the death of the director. A
retired director receiving payments under the plan is required to be available
for consultation with officers of the Company upon their request.
Each director of the Company other than one who is an officer or employee of
the Company or an entity in which the Company owns at least a 20% interest (an
"Outside Director") is entitled to receive stock options under the Company's
1988 Stock Incentive Plan (the "Plan"). Each person who was an Outside Director
at the close of the 1993 Annual Meeting of Stockholders was granted, as of the
date of such meeting, a non-qualified stock option to purchase 10,000 shares of
Common Stock, and the Plan provides that each person who subsequently becomes an
Outside Director will be granted a similar option as of the date of such
person's election to the Board of Directors (an "Initial Option"). At the close
of each annual meeting of stockholders commencing with the 1995 annual meeting
(or in the case of a person who subsequently becomes an Outside Director, with
the annual meeting following the grant of his Initial Option), if the Company's
earnings per share for the immediately preceding fiscal year exceed 110% of the
Company's earnings per share for the fiscal year prior thereto, each Outside
Director other than the Chairman of the Board and any employee of Rexel, S.A.
will be granted an option to purchase 2,500 shares of Common Stock and any
Outside Director (other than a Rexel, S.A. employee) who served as Chairman of
the Board for the preceding year will be granted an
8
<PAGE>
option to purchase 5,000 shares of Common Stock (which grant shall be pro rated
for service of less than a full year as Chairman of the Board) (each such option
being referred to as an "Annual Option").
The option price for both Initial and Annual Options is equal to the fair
market value of the Common Stock on the date of the option grant, and may be
paid in cash or shares of Common Stock which have been owned by the optionee for
at least six months (with such shares valued based on the fair market value of
the Common Stock on the date of option exercise). The option price for the
Initial Options granted in 1993 was $6.5625, for options granted to Messrs. de
Castro and Morris on March 1, 1994, was $8.0625, for the option granted to Mr.
Sokolow on March 18, 1994, was $7.25 and for the option granted to Mr. Redheuil
on December 3, 1996 was $14.3125. An Initial Option becomes exercisable, in
whole or in part, in 20% increments on each of the first five anniversaries of
the date following the date of grant, provided the optionee is a director of the
Company on such date. Each Annual Option becomes fully exercisable, in whole or
in part, on the last business day before the annual meeting which follows the
grant of such option, provided the optionee is a director of the Company on such
date. Each option will expire ten years from the date of its grant, subject to
earlier termination upon termination of the optionee's service as a director.
However, if the optionee dies during his or her period of service as a director,
the optionee's legal representative has the right to exercise the option for a
period of twelve months after the optionee's death, even if such option would
otherwise have expired earlier. An option exercised after termination of service
can only be exercised to the extent it was exercisable at the time of such
termination of service. Stock options granted to Outside Directors are not
transferable except by will or by the laws of descent and distribution.
Each option granted to an Outside Director is granted in tandem with a
limited stock appreciation right which entitles the optionee to elect to receive
within 60 days following the occurrence of a Change of Control (as defined in
the Plan), in lieu of exercising the option, a payment equal to the product of
the number of shares as to which the stock appreciation right is exercised
multiplied by the excess of the Change of Control Price (as defined in the Plan)
over the exercise price of the related option. See "Executive Compensation --
Change of Control Provisions" for the definition of "Change of Control" under
the Plan.
9
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation of the
Chief Executive Officer of the Company and the four most highly compensated
executive officers of the Company other than the CEO serving as executive
officers at the end of 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
--------------
ANNUAL COMPENSATION SECURITIES
UNDERLYING
---------------------- OPTIONS/SARS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) (#) COMPENSATION ($)
- ----------------------------------------------------------- --------- ---------- ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
Alain C. Viry, 1996 $340,000 $340,000 40,000 $ 8,534(2)
President and Chief Executive Officer(1) 1995 310,000 191,240 50,000 5,006
1994 237,500 75,000 100,000 36,844
Robert M. Merson, 1996 260,000 260,000 30,000 8,534(2)
Senior Vice President 1995 230,000 172,500 30,000 8,560
1994 200,000 100,000 None 7,024
Jon O. Fullerton, 1996 189,000 113,400 12,000 51,595(4)
Vice President, General Counsel and Secretary(3) 1995 175,000 98,750 None 28,774
1994 100,038 25,000 30,000 20,177
Steven M. Hitt, 1996 180,000 117,000 12,000 8,534(2)
Vice President and Chief Financial Officer 1995 162,000 102,000 30,000 47,297
1994 152,500 168,250 None 32,522
William M. Jett, 1996 175,000 175,000 10,000 8,534(2)
Vice President, Corporate Development
</TABLE>
- ------------------------------
(1) Mr. Viry resigned as President and Chief Executive Officer, effective April
12, 1997.
(2) Reflects Company contributions under a defined contribution plan.
(3) Mr. Fullerton became an executive officer of the Company on July 26, 1994.
Information for 1994 is for the period June 1 through December 31, 1994.
(4) Includes $8,034 in Company contributions under a defined contribution plan
and $43,061 that the Company paid in reimbursement of relocation expenses.
10
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -----------------------------------------------------------------------------
NUMBER OF POTENTIAL REALIZABLE
SECURITIES % OF TOTAL VALUE AT ASSUMED
UNDERLYING OPTIONS/ ANNUAL RATES OF STOCK
OPTIONS/ SARS GRANTED EXERCISE PRICE APPRECIATION
SARS TO EMPLOYEES OR BASE FOR OPTION TERM (4)
GRANTED IN FISCAL PRICE ($/ EXPIRATION ---------------------
NAME (#) (1) YEAR SH)(2) DATE (3) 5% ($) 10% ($)
- ------------------------ --------- ------------ ---------- -------------- --------- ----------
January 30,
Alain C. Viry 40,000 20.41% $ 13.125 2006 $ 330,170 $ 836,715
<S> <C> <C> <C> <C> <C> <C>
January 30,
Robert M. Merson 30,000 15.31 13.125 2006 247,627 627,536
January 30,
Jon O. Fullerton 12,000 6.12 13.125 2006 99,051 251,014
January 30,
Steven M. Hitt 12,000 6.12 13.125 2006 99,051 251,014
January 30,
William J. Jett 10,000 5.10 13.125 2006 82,542 209,179
All stockholders (5) N/A N/A N/A N/A 211,719,699 536,538,812
<FN>
- ------------------------------
(1) With respect to Mr. Viry, the option is exercisable immediately. With
respect to Messrs. Merson, Fullerton, Hitt and Jett the options will become
exercisable in 20% installments on each of the first five anniversaries of
the date of grant, provided the optionee is still employed on such date.
The options include a limited SAR exercisable only in the event of a
"Change of Control" of the Company. See "-- Change of Control Provisions"
below.
(2) The market price of the Company's common stock on the date of grant was
$13.125.
(3) The stock option is subject to termination prior to its expiration date in
the event of a termination of employment.
(4) This information is provided pursuant to the rules of the Securities and
Exchange Commission. Using $13.125, the market price of the Company's
common stock on the date of the option grant, the 5% and 10% rates of
appreciation would result in per share prices of $21.38 and $34.04,
respectively, at the end of the 10-year option term. This presentation is
not a prediction of possible future prices of the Company's common stock.
(5) For "All Stockholders", the potential realizable value is calculated from
$13.125, the market price of the Company's common stock on the date of the
option grant, and the 25,649,790 outstanding shares of Company common stock
on such date.
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
(1)
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE MONEY OPTIONS/SARS
OPTIONS/SARS AT FY-END AT FY-END
---------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------- ----------- --------------- ----------- -------------
<S> <C> <C> <C> <C>
Alain C. Viry......................... 196,000 4,000 $1,534,625 $ 37,250
Robert M. Merson...................... 48,000 82,000 445,125 576,750
Jon O. Fullerton...................... 30,000 12,000 281,250 33,000
Steven M. Hitt........................ 6,000 36,000 59,250 270,000
William J. Jett....................... 5,000 30,000 49,375 225,000
</TABLE>
- ------------------------
(1) No options were exercised by the executive officers named in the table in
1996.
11
<PAGE>
EMPLOYMENT CONTRACTS
Mr. Viry has a contract with the Company providing for services in a senior
executive capacity for a three-year term that expired March 1997, which was not
renewed due to Mr. Viry's resignation, effective April 12, 1997. The contract
provided for a minimum salary of $300,000 per annum and for bonuses as approved
by the Executive Compensation Committee in accordance with the incentive plan
then applicable to executive officers of the Company.
Mr. Fullerton has a contract with the Company to serve as General Counsel at
a base salary of no less than $170,000 per annum. His contract provides for a
bonus in accordance with the bonus plan applicable to executive officers of the
Company, subject to a minimum bonus of three times his monthly salary if the
Company meets its overall performance goals. The contract is subject to
termination by either party upon 30 days' notice. Upon termination by the
Company, Mr. Fullerton is entitled to severance pay equal to six months' salary.
The contract also provides for deferred compensation of $3,000 per month for a
period of 10 years commencing 30 days after termination of employment, which
right would become fully vested May 31, 2002 (and vested pro rata if termination
occurs prior to that date).
Mr. Hitt has a contract with the Company to serve as Chief Financial Officer
at a base salary of no less than $160,000 per annum. His contract provides for a
bonus in accordance with the bonus plan applicable to executive officers of the
Company. The contract is subject to termination by either party upon 30 days'
notice. Upon termination by the Company, Mr. Hitt is entitled to severance pay
equal to twelve months' salary.
Mr. Merson has a contract with the Company to serve as president and chief
executive officer of Southern Electric Supply Company, Inc., a subsidiary of the
Company ("SES"), and to serve as a Senior Vice President of the Company. The
agreement has a term continuing through November 12, 1997, subject to (i)
termination by either party upon one year's notice and (ii) immediate
termination by the unanimous vote of all the members of the Executive Committee
of the Board of Directors of the Company. Mr. Merson's contract provides for a
base salary of no less than $200,000 per annum and a bonus in accordance with
the bonus plan applicable to executive officers of the Company. Mr. Merson is
required not to compete with the Company for a period of three years after the
termination of his employment with the Company, and if Mr. Merson's employment
is terminated on one year's notice or upon immediate notice approved by the
Executive Committee of the Company, the Company will pay Mr. Merson $3,333.33
per month during such three years.
CHANGE OF CONTROL PROVISIONS
The Company's 1988 Stock Incentive Plan provides that, if there is a Change
of Control of the Company (as defined below), unless otherwise determined by the
Executive Compensation Committee at the time of grant, all stock options and
SARs granted under the Plan which are not then exercisable will become fully
exercisable and vested and the restrictions and deferral limitations applicable
to restricted stock and deferred stock granted under the Plan will lapse and
such shares and awards will be deemed fully vested. To the extent the cash
payment of any award is based on the fair market value of Company Common Stock,
such fair market value shall be the Change of Control Price, as defined below.
A Change of Control occurs on the date a person or group (other than the
Company and certain of its affiliates or Rexel, S.A. and its affiliates) becomes
a 25% beneficial owner of the voting securities of
12
<PAGE>
the Company, the date on which one-third or more of the Board of Directors
consists of persons other than Current Directors (as defined) or the date of
approval by stockholders of certain agreements providing for merger,
consolidation or disposition of all or substantially all assets. The Change of
Control Price will be the highest price per share of Company Common Stock paid
in any open market transaction, or paid or offered to be paid relating to a
Change of Control of the Company, at any time during the 90-day period ending
with the Change of Control.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation program consists of the following key
elements: base salary, annual bonuses and periodic grants of stock options.
BASE SALARY. Certain of the Company's executive officers have employment
contracts providing for a minimum base salary, and the remaining executive
officers are paid a base salary pursuant to normal Company practices. The amount
of each officer's base salary was generally determined by negotiation with such
officer and was largely influenced by the base salaries historically paid to
him. Mr. Viry's employment contract was negotiated between him and Rexel, S.A.,
the owner of approximately 50% of the Company's stock, and was approved by the
Executive Compensation Committee. Base salary rates paid by the Company are
generally intended to be at or below the average for comparable positions with
similar companies in the electrical supply distribution industry, with the
opportunity for significant bonuses if certain financial results are achieved.
BONUSES. Under the Company's bonus program for executive officers, a net
income goal for the Company is established at the beginning of each year. The
Executive Compensation Committee then assigns to each executive officer a
potential bonus range determined by a minimum percentage of base salary to be
applicable if 80% of the net income goal is achieved and a maximum percentage of
base salary if actual net income exceeds the goal by a specified amount. The
amount of the bonus is adjusted if actual net income is within the established
range. With respect to 1996, in accordance with such formula, Mr Viry was
entitled to a bonus of $340,000.
STOCK OPTIONS. Stock option grants are intended to provide incentives for
superior long-term future performance and to create and maintain in the Company
the entrepreneurial environment and spirit of a small company. The number of
stock options awarded to a particular employee is based on the Committee's
subjective judgment. In general, the Committee expects to grant the largest
awards to the Company's Chief Executive Officer and other senior management due
to their substantial influence on the Company's performance. During 1996, the
committee granted to Mr. Viry an option to purchase 40,000 shares.
EXECUTIVE COMPENSATION COMMITTEE
Austin List, Chair
John B. Fraser
Gerald E. Morris
The information above under the caption "Board Compensation Committee Report
on Executive Compensation" and under the caption "Performance Graph" below shall
not be deemed to be incorporated by reference into any filing by the Company
under the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, except to the extent that the Company expressly states in any
such filing that such information under either or both such captions is
incorporated by reference therein.
13
<PAGE>
PERFORMANCE GRAPH
The following graph shows the cumulative total shareholder return for the
periods indicated of (1) the Company's Common Stock, (2) a New York Stock
Exchange Market Value Index, (3) textile weaving companies published by Media
General Financial Services, Inc. ("MGFS"), and (4) an index of electrical supply
distribution companies (Primary SIC Code 5063) published by MGFS, all based on
information provided by MGFS. In each case the graph assumes an investment of
$100 on December 31, 1991 and that all dividends were reinvested. Until November
12, 1992, the Company was engaged in both lines of business reflected in the
graph. On November 12, 1992, the Company declared a distribution of its textile
business as a dividend to shareholders. The graph has been constructed on the
assumption that the shares received as such dividend were sold and the proceeds
reinvested in the Company's Common Stock on December 15, 1992, the date on which
the Company's Common Stock traded "Ex-Dividend."
[The above information is presented in tabular form pursuant to Rule 304(d) of
Regulation S-T]
<TABLE>
<CAPTION>
ELECTRICAL
NYSE TEXTILE DISTRIBUTION
YEAR END REXEL INDEX INDEX INDEX
- ----------------------------------------------- --------- ----------- --------- -----------
<S> <C> <C> <C> <C>
1991........................................... 100 100 100 100
1992........................................... 162.95 104.70 119.80 114.47
1993........................................... 252.57 118.88 -- 121.21
1994........................................... 191.46 116.57 -- 119.36
1995........................................... 439.95 151.15 -- 137.52
1996........................................... 517.35 182.08 -- 165.72
</TABLE>
14
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During 1996, Form 3 reports were not filed in connection with the election
of Alain Redheuil as a director of the Company or the election of William M.
Jett and Steven W. Barker as officers of the Company.
CERTAIN TRANSACTIONS
A subsidiary of the Company made an advance to Mr. Viry, which bears
interest at a rate of 7.69% per annum, to assist him in purchasing a new
residence in connection with his relocation from Paris, France to Coral Gables,
Florida at the request of the Company. The highest amount outstanding on the
advance during 1996 was $697,790 and the balance, secured by a first mortgage on
the residence, was $656,534 at February 5, 1997. On April 8, 1997, a subsidiary
of the Company purchased the residence from Mr. Viry for $986,921, the amount
paid by Mr. Viry for its purchase, and the outstanding advance to Mr. Viry was
repaid in full. Any gain recognized on resale of the residence will be divided
between Mr. Viry and the subsidiary in the proportion that the principal amount
outstanding bears to the total resale price. Any loss will be borne by the
subsidiary
The Company's SES subsidiary leases twelve facilities from Mr. Merson and/or
members of his or his wife's family, for terms extending through 2002. The
Company believes that these leases are on terms at least as favorable as SES
could have obtained from an unaffiliated third party.
The Company and Rexel, S.A., the owner of approximately 50% of the
outstanding common stock of the Company and the world's largest electrical
supplies distributor, have entered into a Services Agreement, dated as of
November 1, 1995. The Services Agreement was negotiated and approved by a
special committee of the Board of Directors consisting of persons who are
neither officers nor directors of Rexel, S.A. or its affiliates nor have a
material financial relationship with Rexel, S.A. and its affiliates. Under this
agreement, in consideration for the benefits to the Company arising from its
association with the worldwide business of Rexel, S.A., including without
limitation, in matters relating to customers, suppliers, employers, business
methods and know-how and financial expertise, the Company has agreed to pay to
Rexel, S.A. $600,000 per year (commencing with 1995). In addition, Rexel, S.A.
has agreed to provide consulting services to the Company relating to specific
projects at the request of the Company at a rate 10% higher than the costs to
Rexel, S.A. of providing such services (including, in the case of employees of
Rexel, S.A., costs based on the wages, social insurance payments and allocated
overhead and general corporate expenses attributable to such employees). Any
payment for consulting services must be approved by the Audit Committee of the
Board of Directors (excluding any member thereof who is an officer or director
of Rexel, S.A. or any of its affiliates or a person that has a material
financial relationship with Rexel, S.A. or any of its affiliates). During 1996,
the Company requested from Rexel, S.A. services valued at $200,000 relating to
the development of training programs, logistics consulting, enhancement of cash
management and treasury systems and a global agreement on implementation of an
inventory management system. In addition, pursuant to the agreement, Rexel, S.A.
consented to the use by the Company of the name "Rexel". The Services Agreement
is effective through December 31, 1997, subject to automatic renewal for
successive one year terms unless terminated on 30 days notice given by either
party prior to the commencement of a renewal term.
15
<PAGE>
The Company has contracts for insurance coverage with Continental Casualty
Insurance Co., entered into on May 12, 1996 under which the Company's directors
and officers (as well as the Company) are indemnified under certain
circumstances with respect to litigation and other costs and liabilities arising
out of actual or alleged misconduct of such directors and officers. The Company
pays 100% of all premiums ($181,230 for the period ending May 12, 1997) to the
insurers.
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P. served as independent accountants in the audit of
the books and accounts of the Company for the 1996 fiscal year. A representative
of Coopers & Lybrand L.L.P. is expected to be present at the Annual Meeting of
Stockholders with the opportunity to make a statement if so desired. Such
representative is expected to be available to respond to appropriate questions.
The Audit Committee of the Board of Directors has not yet recommended the
independent accountants for the 1997 fiscal year audit.
STOCKHOLDER PROPOSALS
Pursuant to the By-Laws of the Company, nominations for the election of
directors may be made by the Board of Directors, the Nominating Committee or any
stockholder entitled to vote for the election of directors, provided such
stockholder has delivered written notice of his intention to make such
nomination in accordance with the By-Laws. Such notice must be delivered to, or
mailed, postage prepaid, and received by the Secretary of the Company at 150
Alhambra Circle, Suite 900, Coral Gables, FL 33134, in the case of an annual
meeting, not later than 90 days prior to the anniversary date of the immediately
preceding Annual Meeting. However, if the Annual Meeting is to be held more than
30 days before or after the anniversary date of the immediately preceding Annual
Meeting, and in the case of any special meeting, such notice must be delivered
or received not later than the close of business on the 10th day following the
first public disclosure by the Company of the date of such meeting. Each such
notice must state: (i) the name and address of the stockholder who intends to
make the nomination and of the person(s) to be nominated; (ii) a representation
that the stockholder is a holder of record of stock entitled to vote at such
meeting (or if the record date for such meeting is subsequent to the date
required for notice, a representation that the stockholder is a holder of record
at the time of such notice and intends to be a holder of record on the record
date for such meeting), specifying the number and class of shares so held, and
that the stockholder intends to appear in person or by proxy at the meeting to
nominate the person(s) specified in the notice; (iii) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person(s) (naming such person(s)) pursuant to which the nomination(s) are
to be made; (iv) such other information regarding each nominee as would have
been required to be included in a proxy statement filed pursuant to the proxy
rules of the SEC had each nominee been nominated, or intended to be nominated,
by the Board of Directors; and (v) consent of each nominee to serve as a
director of the Company if so elected.
The By-Laws of the Company also provide that no business may be brought
before an Annual Meeting except such business as shall be specified in the
notice of the meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, other business brought before the meeting by or at
the direction of the Board of Directors or the Chairman of the Board or business
brought before the meeting by a stockholder entitled to vote thereon, provided
such stockholder has
16
<PAGE>
given written notice of such stockholder's intention to bring such business
before the Annual Meeting in accordance with the By-Laws. Such notice must be
delivered to, or mailed, postage prepaid, and received by, the Secretary of the
Company at the address specified above within the time period described above.
Each such notice must state: (i) a brief description of the business desired to
be brought before the meeting and the reasons for conducting such business at
the meeting; (ii) the name and address of the stockholder who intends to propose
such business; (iii) a representation that the stockholder is a holder of record
of stock of the Company entitled to vote at such meeting (or if the record date
for such meeting is subsequent to the date required for such stockholder notice,
a representation that the stockholder is a holder of record at the time of such
notice and intends to be a holder of record on the record date for such
meeting), and that the stockholder intends to appear in person or by proxy at
such meeting to propose such business; and (iv) any material interest of the
stockholder in such business.
A copy of the By-Laws of the Company is available by written request to the
Secretary of the Company at the above address or by oral request at (305)
446-8000.
In the event that any stockholder desires to present a proposal to be
reflected in the Company's form of proxy and proxy statement for the 1998 Annual
Meeting of Stockholders, that proposal must be received at the Company's
principal offices on or before December 22, 1997. Timely receipt of a
stockholder proposal satisfies only one of the various requirements for
inclusion of such a proposal in the Company's proxy materials.
DISCRETIONARY AUTHORITY
Management has no knowledge of any matters to be presented for action by the
stockholders other than as set forth above. The accompanying form of proxy gives
discretionary authority, however, in the event that any additional matters
should be presented.
By Order of the Board of Directors,
JON O. FULLERTON
Secretary
April 18, 1997
17
<PAGE>
REXEL, INC.
Solicited by the Board of Directors for use at the Annual Meeting of
Stockholders of Rexel, Inc., May 20, 1997, at 11:00 a.m., at The Metropolitan
Club, One East 60th Street, New York, New York.
The undersigned hereby appoints Jon O. Fullerton, Steven M. Hitt and Allan
M. Gonopolsky, and any one of them, attorneys and proxies, with full power of
substitution and revocation in each, for and on behalf of the undersigned,
and with all the powers the undersigned would possess if personally present,
to vote at the above Annual Meeting and any adjournment thereof all shares of
stock that the undersigned would be entitled to vote at such meeting.
THIS PROXY IS CONTINUED ON REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
The shares represented by the proxy will be voted as directed by the
stockholder. If no direction is given when the duly executed proxy is
returned, such shares will be voted "FOR all Nominees" in Item 1.
Please mark
your votes as
indicated in
this example / X /
The Board of Directors recommends a vote "FOR" all nominees.
FOR WITHHELD for all
all nominees nominees:
1. Election of Messrs. Chareyre,
Fraser, Lomas and Redheuil as / / / /
Class II Directors and Mr.
Guinchard as a Class III
Director.
Withheld for the following only:
(Write the name of the nominee(s) in the space below)
- -----------------------------------------------------
/ / Will attend
In their discretion, the proxies are authorized to vote upon other business
as may properly come before the meeting.
Please mark, date and sign as your name appears hereon and return in the
enclosed envelope. If signing as executor, administrator, trustee, guardian,
etc. you should so indicate when signing. If the signer is a corporation,
please sign the full corporate name by duly authorized officer. If shares are
held jointly, each shareholder should sign.
Signature Signature Dated , 1997
--------------- ------------------ ------------
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
