SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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REXEL, INC.
(Name of Subject Company)
REXEL, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
761680 10 7
(CUSIP Number of Class of Securities)
Jon O. Fullerton, Esq.
Vice President, General Counsel and Secretary
Rexel, Inc.
150 Alhambra Circle
Coral Gables, Florida 33134
(305) 446-8000
(Name, address and telephone number of person authorized to receive
notice and communication on behalf of the person(s) filing
statement).
With a Copy to:
Paul T. Schnell, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022-3897
(212) 735-3000
This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated October 23,
1997 (the "Schedule 14D-9"), of Rexel, Inc., a New York corporation (the
"Company"), filed in connection with the Offer described in the Schedule
14D-9. Capitalized terms used herein shall have the definitions set forth
in the Schedule 14D-9 unless otherwise provided herein.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 9 is hereby amended and supplemented by adding
the following:
Exhibit No.
(a)(16) Press Release issued by the Company on November 17, 1997.+
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+ Filed herewith.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 19, 1997 REXEL, INC.
By: /s/ Gilles Guinchard
__________________________
Name: Gilles Guinchard
Title: President and Chief
Executive Officer
LIST OF EXHIBITS
Exhibit No. Description
(a)(16) Press Release issued by the Company on November 17, 1997.+
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+ Filed herewith.
EXHIBIT (a)(16)
NEWS RELEASE
FOR IMMEDIATE RELEASE COMPANY CONTACT:
Eric Lomas
Chairman
Telephone: (212) 759-9080
Gilles Guinchard
President & Chief Executive Officer
Telephone: (305) 446-8000
REXEL, INC. COMPLETES ACQUISITION OF
TWO WEST COAST ELECTRICAL DISTRIBUTORS
CORAL GABLES, FLORIDA - NOVEMBER 17, 1997
Rexel, Inc. (RXL-NYSE) announced today that it had completed the
previously announced acquisitions of Pacific Electrical Supply, Inc.,
based in San Leandro, California, and Taylor Electric Supply, Inc., based
in Portland, Oregon, in separate transactions for total consideration of
approximately $40 million in cash. Pacific Electrical, a distributor of
electrical parts and supplies through a network of ten branches located
in California and Nevada, had sales of approximately $90,000,000 for its
fiscal year ended October 31, 1996. Taylor, a distributor of electrical
parts and supplies with its distribution center located in Portland,
Oregon, had sales of approximately $49,000,000 for its fiscal year ended
December 31, 1996.
On October 20, 1997, the Company announced that, pursuant to a recently
executed merger agreement, its majority stockholder, Rexel S.A. of Paris,
France, was launching a tender offer seeking to purchase all of the
outstanding stock of the Company not beneficially owned by Rexel S.A. at
a price of $22.50 per share in cash. The merger agreement was recommended
by a special committee of the Company's Board of Directors and approved
by the Company's directors. The tender offer commenced on October 23,
1997 and will expire at 12:00 midnight, New York City time, on November
20, 1997, unless extended. Shareholders may obtain information pertaining
to the tender offer by calling either J.P. Morgan & Co., the dealer
manager, at (800) 292-9848, or MacKenzie Partners, Inc., the information
agent, at (800) 322-2885.
Rexel, Inc. is a major electrical supplies distributor in the United States.
Rexel S.A. is the majority shareholder of Rexel, Inc. Rexel S.A. is
headquartered in Paris, France and is listed on the Paris Stock Exchange.
Rexel S.A., operating through its affiliated companies, including Rexel,
Inc., is the largest electrical supplies distributor in the world with
operations in 17 countries.
