<PAGE> 1
Schedule 14C Information
------------------------
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
/ / Preliminary Information Statement
/X/ Definitive Information Statement
(Name of Registrant as Specified in Its Charter)
Graybar Electric Company, Inc.
- ----------------------------------------------------------------
(Name of Person(s) Filing the Information Statement)
Graybar Electric Company, Inc.
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Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
/ / Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(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: --/
--------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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- --/ Set forth the amount on which the filing fee is calculated
and state how it was determined.
/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
GRAYBAR ELECTRIC COMPANY, INC.
34 NORTH MERCAMEC AVENUE
P.O. BOX 7231
ST. LOUIS, MISSOURI 63177
--------------------
INFORMATION STATEMENT
--------------------
This Information Statement is furnished to each holder of
Common Stock of Graybar Electric Company, Inc. (the "Company")
and each holder of a Voting Trust Certificate issued under the
Voting Trust Agreement referred to below in connection with the
Annual Meeting of Shareholders of the Company to be held at 9:30
A.M. on June 9, 1994 at 8000 Forsyth Boulevard, Clayton,
Missouri 63105.
As of April 22, 1994, 95% or 4,130,406 of the issued and
outstanding shares of Common Stock of the Company were held of
record in the names of J.R. Hade, G. W. Harper, E. A. McGrath
and A. A. Thompson, all of 34 North Meramec Avenue, St. Louis,
Missouri 63105, as Voting Trustees under a Voting Trust
Agreement dated as of April 15, 1987, relating to the Common
Stock of the Company. The Voting Trustees as a group possess
the voting power associated with the shares held of record under
the Voting Trust Agreement but do not have the power of
disposition as to such shares. Such voting power is sufficient
to assure election as directors of the persons nominated by the
Board of Directors and approval of any other matters brought
before the meeting. The Voting Trustees have indicated that
they will vote the shares of Common Stock held by them in favor
of the persons nominated by the Board of Directors for election
as directors. The Voting Trust Agreement terminates on April
14, 1997, unless sooner terminated by the vote of a majority of
the Voting Trustees or the vote of the holders of Voting Trust
Certificates representing at least seventy-five percent of the
number of shares of Common Stock deposited thereunder.
The record holders of Common Stock outstanding at the
close of business on April 22, 1994 will be entitled to attend
and to vote at the meeting. On April 22, 1994, there were
outstanding 4,370,245 shares of Common Stock. Each share is
entitled to one vote. This Information Statement will be sent
to holders of Common Stock and holders of Voting Trust
Certificates on or about May 10, 1994.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
<PAGE> 3
DIRECTORS AND EXECUTIVE OFFICERS
NOMINEES FOR ELECTION AS DIRECTORS
<TABLE>
Fifteen directors are to be elected to serve until the
next Annual Meeting of Shareholders and until their successors
have been elected and qualified. The persons nominated by the
Board of Directors for election as directors are, with the
exception of R. D. Offenbacher, presently directors of the
Company and are named in the table below. Certain additional
information concerning them is set forth in the table.
<CAPTION>
NUMBER OF
SHARES OF
COMMON
STOCK
YEAR IN BENEFICIALLY
WHICH OWNED ON
BECAME A APRIL 22,
NAME AGE BUSINESS EXPERIENCE LAST FIVE YEARS DIRECTOR 1994(1)(2)
---- --- ----------------------------------- -------- ------------
<C> <C> <S> <C> <C>
J. R. Hade 61 Employed by Company in 1958, General 1990 6,286
Manager Electrical Products Marketing 1986 to
1990, Director of Quality 1990 to present,
Senior Vice President 1991 to present.
C. L. Hall 56 Employed by Company in 1959, District 1989 4,625
Manager 1981 to present.
R. H. Haney 51 Employed by Company in 1962, District 1991 3,642
Manager 1985 to present.
G. W. Harper 57 Employed by Company in 1957, District 1990 4,010
Operating Manager 1980 to 1990, District
Manager 1990, Vice President, Operations 1990
to present.
F. L. Hipp 61 Employed by Company in 1953, District 1991 5,168
Manager 1987 to present.
E. A. McGrath 63 Employed by Company in 1955, Executive Vice 1980 10,098
President 1988 to 1989, President 1989 to
present, Director VWR Corporation
R. L. Mygrant 51 Employed by Company in 1964, District 1991 3,897
Manager 1982 to present.
R. D. Offenbacher 43 Employed by Company in 1968, District Sales -- 2,582
Manager 1983 to 1990, District Manager 1990
to present.
2
<PAGE> 4
<CAPTION>
NUMBER OF
SHARES OF
COMMON
STOCK
YEAR IN BENEFICIALLY
WHICH OWNED ON
BECAME A APRIL 22,
NAME AGE BUSINESS EXPERIENCE LAST FIVE YEARS DIRECTOR 1994(1)(2)
---- --- ----------------------------------- -------- ------------
I. Orloff 54 Employed by Company in 1972, District 1990 2,997
Manager 1986 to 1991, Vice President 1991 to
present.
R. A. Reynolds 45 Employed by Company in 1972, District Sales 1993 2,449
Manager 1988 to 1990, District Manager 1990
to 1991, Vice President 1991 to present.
J. R. Seaton 59 Employed by Company in 1982, Comptroller 1982 4,571
1982 to present, Vice President 1985 to present.
A. A. Thompson 62 Employed by Company in 1950, Vice President 1986 7,195
-- Western Region 1986 to 1989, Vice President
1989 to 1991, Senior Vice President 1991 to
present.
G. S. Tulloch, Jr. 61 Employed by Company in 1978, Secretary and 1978 5,767
General Counsel 1978 to present, Vice President
1985 to present.
J. F. Van Pelt 55 Employed by Company in 1985, Vice President, 1986 2,820
Human Resources 1986 to present.
J. W. Wolf 54 Employed by Company in 1962, District 1989 4,748
Financial Manager 1973 to 1989, Vice President
and Treasurer 1989 to present.
<FN>
- ------------------------
(1) All the shares of Common Stock listed are held of record
by the Voting Trustees under the Voting Trust Agreement
dated as of April 15, 1987. No single director owned more
than 1% of the outstanding Common Stock or Voting Trust
Certificates except for the Voting Trustees who, as a
group, possessed the voting power associated with
approximately 95% of the outstanding shares of Common
Stock but who possessed no power of disposition with
respect to such shares.
(2) As of April 22, 1994, all officers and directors as a
group, including those individuals listed above (16
persons), owned 72,832 shares of Common Stock
(approximately 2% of the outstanding).
</TABLE>
3
<PAGE> 5
COMMITTEES
The Company has an Audit Committee, which met twice in
1993 and a Compensation Committee, which met five times in 1993.
Messrs. Hall, Haney, Hipp, Mygrant and Orloff are members of the
Audit Committee. Generally, this Committee meets with the
Company's internal auditors, corporate officers and, as
necessary, the Company's independent accountants on matters
relating to corporate financial reporting and accounting
procedures and policies, the adequacy of the Company's financial
accounting and operating controls and the scope of the audits of
both the independent accountants and internal auditors. The
Audit Committee reviews and reports to the Board of Directors on
the results of such audits and its recommendations relating to
financial reporting and accounting practices and policies.
Messrs. Hade, Harper, Seaton, Thompson and Van Pelt now serve on
the Compensation Committee which in consultation with
independent compensation specialists reviews the Company's
salary administration policy and makes recommendations to the
President with respect to program changes. The Company has no
nominating committee.
BOARD AND COMMITTEE ATTENDANCE
The Board of Directors met four times in 1993. All
incumbent directors, except G.W. Harper and J.W. Wolf, attended
more than 75% of the total of all Board and committee meetings
of which they were members.
DIRECTOR COMPENSATION
Directors are paid a meeting fee of $300 for each Board
meeting attended. Four meetings of the Board occur each year.
EXECUTIVE COMPENSATION
The following table summarizes the total compensation of
the Chief Executive Officer and the four other most highly
compensated executive officers of the Company for fiscal year
1993, as well as the total compensation paid to each such
individual for the Company's two previous fiscal years.
4
<PAGE> 6
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
ANNUAL COMPENSATION
NAME AND PRINCIPAL ----------------------------- ALL OTHER (3)
POSITION YEAR SALARY(1) BONUS(2) COMPENSATION
------------------ ---- ------------- ------------ -------------
<S> <C> <C> <C> <C>
E. A. McGrath, 1993 $284,704 $268,760 $55,113
President and Chief 1992 268,576 266,428 38,209
Executive Officer 1991 253,368 113,509 -0-
A. A. Thompson, 1993 166,776 127,917 29,492
Senior Vice 1992 158,982 128,139 21,365
President 1991 150,180 54,666 -0-
J. R. Seaton, 1993 163,500 125,406 28,944
Vice President 1992 156,250 125,938 21,085
1991 150,000 54,600 -0-
G. S. Tulloch, 1993 151,280 107,106 25,939
Vice President 1992 145,300 108,103 19,195
1991 138,833 46,648 -0-
J. R. Hade, 1993 137,945 105,804 23,967
Senior Vice 1992 126,187 101,707 15,871
President 1991 101,714 32,525 -0-
<FN>
(1) Includes amounts deferred pursuant to deferred compensation
agreements with certain employees who were not eligible to
participate in the employee contribution portion of the Profit
Sharing and Savings Plan. These agreements provide for deferral
of from 2% to 10% of compensation, together with an additional
amount credited to the employee's deferred compensation account
equal to the contribution to the Profit Sharing and Savings
Plan that would have been made by the Company if such
compensation had not been deferred. See (3) below. Payment of
sums deferred will generally be made in five annual
installments commencing on retirement or in a lump sum on
termination of service other than by retirement. Interest is
credited to sums deferred at the rate applicable to the fixed
income account of the Profit Sharing and Savings Plan at the
end of each calendar quarter.
(2) Bonus paid on March 15th each year under the Company's
Management Incentive Plan with respect to services rendered
during the prior year. The Company's Management Incentive Plan
covers all officers of the Company and other management
employees. In accordance with this Plan, each participant has
a guideline incentive, ranging from 20% to 80% of base salary.
This guideline is subject to a year-end adjustment based on
performance against Plan goals. The adjustments are based on
objective measurements, such as sales and profits, but may be
varied at the discretion of the president and district
managers. Participants may earn a maximum of 150% of guideline.
5
<PAGE> 7
(3) Profit sharing contributions made on December 31, 1992 for the
year 1992 and on December 31, 1993 for the year 1993.
Contributions by the Company under the Profit Sharing and
Savings Plan are made at the discretion of the Board of
Directors for eligible employees and, subject to certain
exceptions, are made in proportion to their annual earnings.
Except as otherwise provided in the Deed of Trust, the moneys
held in trust thereunder are paid to employees upon
termination of employment for any reason including their
retirement or, in the event of their death prior to the
complete distribution of their interests, are paid to their
estates or designated beneficiaries. In addition, the
portion of the profit sharing payment earned by an employee in
excess of the annual limitations imposed by Section 401 or 415
of the Internal Revenue Code was credited to his deferred
compensation account or paid in cash. In 1993, $26,018 was
credited to Mr. McGrath's deferred compensation account in this
regard. Similarly, $2,958, and $2,465 was credited to the
deferred compensation accounts of Messrs. Thompson and Seaton,
respectively.
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 1993, the members of
the Compensation Committee of the Board of Directors were Messrs.
Hade, Harper, Seaton, Thompson, Tulloch, Van Pelt and Wolf, all of
whom were officers of the Company.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee establishes the general
compensation policies of the Company and makes specific
recommendations to the Board of Directors with respect to the chief
executive officer's salary.
The chief executive officer's salary and salary range, as well
as the salaries and ranges for all other employees, including those
officers identified in the Summary Compensation Table, are
established in consultation with retained professional compensation
consultants after consideration of data developed by the Company's
Human Resources Department. The data examined includes information
collected from federal and state agencies, trade associations,
compensation specialists, employment consultants and marketplace
observations.
The chief executive officer's bonus, as well as bonuses for all
other exempt employees including those listed in the Summary
Compensation Table, is determined by reference to the Management
Incentive Plan which has been an integral part of the Company's
compensation practice for over twenty years. The Plan provides that
employees can earn as much as 30% of salary as a bonus at the lower
end of the exempt salary scale to 120% of salary as a bonus at the
presidential level. The specific bonus level is determined by each
operating unit's performance measured against objectives established
at the beginning of each year. The president's bonus, as well as the
bonuses of the other officers named in the Summary Compensation
Table, are determined by aggregating the performance of each
operating unit and measuring this total against the aggregated
objectives. Performance measures included in the Plan are a
percentage of budget attainment for net profit and return on
investment, sales growth over the prior year and return on sales.
J. R. Hade G. S. Tulloch, Jr.
G. W. Harper J. F. Van Pelt
J. R. Seaton J. W. Wolf
A. A. Thompson
6
<PAGE> 8
PENSION PLAN
The Company has a qualified defined benefit pension plan
covering all eligible full-time employees. Employees become fully
vested after 5 years of service. After December 31, 1992, employees
may retire and begin receiving pensions at the age of 65, or earlier
if they are age 60 with 20 years of credited service. Prior to
January 1, 1993, employees could retire and begin receiving pensions
at age 55 with 20 years of credited service, at age 50 with 25 years
of credited service, or any age with 30 years of credited service
under the plan. Employees who had completed 15 years of service on
December 31, 1992 may still retire and receive their entire benefit
under the pre-1993 rule, but employees who had not completed 15 years
of service on December 31, 1992 can receive only the benefit accrued
on December 31, 1992 under the old rule, and the benefit accrued
after that date under the new rule.
<TABLE>
The following table sets forth annual benefits which would
become payable under the Company's pension plan or supplemental
benefits plan based on certain assumptions as to earnings and years
of credited service without giving effect to any applicable Social
Security offset.
PENSION PLAN TABLE
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------------------
COMPENSATION 20 25 30 35 40
------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$200,000 . . . . . . . . . . $ 40,000 $ 50,000 $ 60,000 $ 70,000 $ 80,000
300,000 . . . . . . . . . . 60,000 75,000 90,000 105,000 120,000
400,000 . . . . . . . . . . 80,000 100,000 120,000 140,000 160,000
600,000 . . . . . . . . . . 120,000 150,000 180,000 210,000 240,000
800,000 . . . . . . . . . . 160,000 200,000 240,000 280,000 320,000
</TABLE>
An employee's annual pension income is based on the employee's
average earnings during the sixty consecutive months preceding retirement
in which earnings were highest, multiplied by one percent for each year of
credited service and offset by an amount which cannot exceed limitations
imposed by the Internal Revenue Code. As of December 31, 1993, the years
of credited service for the executive officers named in the Summary
Compensation Table were as follows: E. A. McGrath - 38, A. A. Thompson -
43, J. R. Seaton - 11, G. S. Tulloch - 15 and J. R. Hade - 35. The
amounts of salary and bonus in the Summary Compensation Table are substan-
tially equivalent to covered compensation under the plan. To the extent
that annual benefits exceed limitations imposed by the Internal Revenue
Code of 1986, as amended, such benefits will be paid out of the general
revenues of the Company by means of a supplemental benefits plan.
7
<PAGE> 9
COMPANY PERFORMANCE
The following graph shows a five-year comparison of cumulative total
returns for the Company, the Standard & Poor's Composite Index of 500
Stocks and the Standard & Poor's Electrical Equipment Index. The
companies included in the Electrical Equipment Index are AMP Incorporated,
General Electric Company, W.W. Grainger, Inc., Honeywell Inc., Raychem
Corporation, Thomas & Betts Corp., Westinghouse Electric Corporation and
Emerson Electric Co. The market value of Graybar stock, in the absence of
a public market, assumes continuation of the Company's practice of
repurchasing offered securities at $20.00 per share.
[PERFORMANCE GRAPH]
<TABLE>
- ------------------------------------------------------------------------------------------
<CAPTION>
1988 1989 1990 1991 1992 1993
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Graybar Electric Co., Inc. $100.00 $115.55 $127.48 $140.64 $155.16 $179.28
- ------------------------------------------------------------------------------------------
Electrical Equipment $100.00 $140.85 $129.52 $171.71 $188.03 $226.86
- ------------------------------------------------------------------------------------------
S&P 500 Index $100.00 $131.69 $127.60 $166.47 $179.16 $197.21
- ------------------------------------------------------------------------------------------
</TABLE>
Assumes $100 invested on December 31, 1988 and reinvestment
of dividends (including the $1.10 cash dividend paid on January 3, 1989).
8
<PAGE> 10
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Price Waterhouse has audited the financial statements of the
Company and its subsidiaries since 1985 and will be considered for
reappointment by the Board of Directors in June, 1994. A
representative of Price Waterhouse is not expected to be present at
the Annual Meeting of Shareholders.
MISCELLANEOUS
Effective October 1, 1993, the Company renewed insurance from
the Federal Insurance Company (a member of the Chubb Group), a
portion of which insures employees including directors and officers
against liabilities imposed on them at an annual cost to the Company
through September 30, 1994 of $67,318.
The management of the Company knows of no other matters to be
brought before the meeting.
By Order of the Board of Directors
GEORGE S. TULLOCH, JR.
Secretary
May 10, 1994
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION ON FORM 10-K FOR THE YEAR 1993 WILL BE MADE
AVAILABLE UPON WRITTEN REQUEST ADDRESSED TO THE SECRETARY OF THE
COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.
9
<PAGE> 11
APPENDIX
1. Page eight of the printed Information Statement contains a performance
graph. The information in that graph is depicted in the table that
immediately follows the graph.
