<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:
/X/ Preliminary Information Statement
/ / Confidential for Use of the
Commission Only (as permitted by
Rule 14c-5(d)(2))
/ / Definitive Information Statement
(Name of Registrant as Specified in Charter)
Graybar Electric Company, Inc.
- -------------------------------------------------------------------------
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:
----------------------------------------------
(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 is 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> 2
GRAYBAR ELECTRIC COMPANY, INC.
34 NORTH MERAMEC 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 8, 1995 at 8000 Forsyth Boulevard, Clayton, Missouri
63105.
As of April 24, 1995, [--]% or [-------------] 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 of the persons nominated by the Board of Directors for
election as directors, approval of the Common Stock Purchase Plan
as described herein, approval of the amendment of the Restated
Certificate of Incorporation to increase the authorized shares of
Common Stock 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,
for approval of the Common Stock Purchase Plan and for approval
of the amendment of the Restated Certificate of Incorporation
to increase the authorized shares of Common Stock. 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 24, 1995 will be entitled to attend and to
vote at the meeting. On April 24, 1995, there were outstanding
[-----------] 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, 1995.
---------------------------------------------------
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
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 presently directors of
the Company and are named in the table below. Certain additional
information concerning them is set forth in the table.
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON
STOCK
YEAR IN BENEFICIALLY
WHICH OWNED ON
BECAME A APRIL 24,
NAME AGE BUSINESS EXPERIENCE LAST FIVE YEARS DIRECTOR 1995<F1><F2>
---- --- ----------------------------------- -------- ------------
<C> <C> <S> <C> <C>
T. S. Gurganous 45 Employed by the Company in 1973, District Sales Manager 1995 2,117
1986 to 1990, District Manager 1990 to present.
J. R. Hade 62 Employed by Company in 1958, General Manager Electrical Products 1990 6,678
Marketing 1986 to 1990, Director of Quality 1990 to present, Senior
Vice President 1991 to present.
C. L. Hall 57 Employed by Company in 1959, District Manager 1981 to 1994, Executive 1989 4,914
Vice President 1994 to present.
R. H. Haney 52 Employed by Company in 1962, District Manager 1985 to 1994, Group Vice 1991 3,869
President 1995 to present.
G. W. Harper 58 Employed by Company in 1957, District Operating Manager 1980 to 1990, 1990 4,260
District Manager 1990, Vice President, Operations 1990 to present.
E. A. McGrath 64 Employed by Company in 1955, President 1989 to present, Director VWR 1980 10,729
Corporation.
R. L. Mygrant 52 Employed by Company in 1964, District Manager 1982 to present. 1991 4,140
2
<PAGE> 4
<CAPTION>
NUMBER OF
SHARES OF
COMMON
STOCK
YEAR IN BENEFICIALLY
WHICH OWNED ON
BECAME A APRIL 24,
NAME AGE BUSINESS EXPERIENCE LAST FIVE YEARS DIRECTOR 1995<F1><F2>
---- --- ----------------------------------- -------- ------------
<C> <C> <S> <C> <C>
R. D. Offenbacher 44 Employed by Company in 1968, District Sales Manager 1983 to 1994 2,743
1990, District Manager 1990 to present.
I. Orloff 55 Employed by Company in 1972, District Manager 1986 to 1991, Vice 1990 3,184
President 1991 to present.
R. A. Reynolds 46 Employed by Company in 1972, District Sales Manager 1988 to 1990, 1993 2,602
District Manager 1990 to 1991, Vice President 1991 to 1994, Group Vice
President 1995 to present.
J. R. Seaton 60 Employed by Company in 1982, Comptroller 1982 to present, Vice 1982 4,856
President 1985 to present.
A. A. Thompson 63 Employed by Company in 1950, Vice President 1989 to 1991, Senior Vice 1986 7,644
President 1991 to present.
G. S. Tulloch, Jr. 62 Employed by Company in 1978, Secretary and General Counsel 1978 6,127
1978 to present, Vice President 1985 to present.
J. F. Van Pelt 56 Employed by Company in 1985, Vice President, Human Resources 1986 to 1986 2,996
present.
J. W. Wolf 55 Employed by Company in 1962, Vice President and Treasurer 1989 to 1989 5,044
present.
<FN>
- --------------------------
<F1> 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 [--]% of the
outstanding shares of Common Stock but who possessed no
power of disposition with respect to such shares.
3
<PAGE> 5
<F2> As of April 24, 1995, all officers and directors as a group,
including those individuals listed above (30 persons), owned
112,261 shares of Common Stock (approximately [__]% of the
outstanding).
</TABLE>
COMMITTEES
The Company has an Audit Committee, which met twice in 1994
and a Compensation Committee, which met five times in 1994.
Messrs. Mygrant, Offenbacher 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, Haney, Harper, Reynolds, Seaton 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 1994. All
incumbent directors 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
1994, 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 <F3>
Position Year Salary<F1> Bonus<F2> Compensation
------------------ ---- ---------- --------- ------------
<S> <C> <C> <C> <C>
E. A. McGrath, 1994 $300,808 $360,969 $68,348
President and Chief 1993 284,704 268,760 55,113
Executive Officer 1992 268,576 266,428 38,209
A. A. Thompson, 1994 174,654 170,288 36,309
Senior Vice 1993 166,776 127,917 29,492
President 1992 158,982 128,139 21,365
J. R. Seaton, 1994 169,950 165,702 35,443
Vice President 1993 163,500 125,406 28,944
1992 156,250 125,938 21,085
G. S. Tulloch, 1994 157,332 141,599 31,733
Vice President 1993 151,280 107,106 25,939
1992 145,300 108,103 19,195
J. R. Hade, 1994 147,411 143,726 30,386
Senior Vice 1993 137,945 105,804 23,967
President 1992 126,187 101,707 15,871
<FN>
<F1> 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 <F3> 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.
<F2> 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 the applicable guideline.
5
<PAGE> 7
<F3> Profit sharing contributions made on December 31, 1992 for
the year 1992, on December 31, 1993 for the year 1993 and
on December 31, 1994 for the year 1994. 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 1994, $43,513 was
credited to Mr. McGrath's deferred compensation account in
this regard. Similarly, $14,678, $13,898, $10,559 and
$9,347 was credited to the deferred compensation accounts
of Messrs. Thompson, Seaton, Tulloch and Hade,
respectively.
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 1994, the members
of the Compensation Committee of the Board of Directors were
Messrs. Hade, Haney, Harper, Reynolds, Seaton, Thompson and Van
Pelt, 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.
/s/ J. R. Hade J. R. Seaton
R. H. Haney A. A. Thompson
G. W. Harper J. F. Van Pelt
R. A. Reynolds
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 at least 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 or
more 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.
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.
<TABLE>
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, 1994, the years of credited
service for the executive officers named in the Summary
Compensation Table were as follows: E. A. McGrath - 39, A. A.
Thompson - 44, J. R. Seaton - 12, G. S. Tulloch - 16 and J. R.
Hade - 36. The amounts of salary and bonus in the Summary
Compensation Table are substantially 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, General Signal Corp., 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.
<TABLE>
TOTAL RETURN TO SHAREHOLDERS
<CAPTION>
Graybar
Measurement Period Electrical Electrical S&P 500
(Fiscal Year Covered) Co., Inc Equipment Index
<S> <C> <C> <C>
Measurement Pt-12/31/89 $100.00 $100.00 $100.00
FYE 12/31/90 110.32 91.96 96.90
FYE 12/31/91 121.71 121.91 126.42
FYE 12/31/92 134.26 133.50 136.05
FYE 12/31/93 155.13 161.07 149.76
FYE 12/31/94 171.13 162.95 151.74
</TABLE>
<TABLE>
===============================================================================================================================
<CAPTION>
1989 1990 1991 1992 1993 1994
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Graybar Electric Co., Inc. $100.00 $110.32 $121.71 $134.26 $155.13 $171.13
- -------------------------------------------------------------------------------------------------------------------------------
Electrical Equipment $100.00 $ 91.96 $121.91 $133.50 $161.07 $162.95
- -------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index $100.00 $ 96.90 $126.42 $136.05 $149.76 $151.74
===============================================================================================================================
</TABLE>
Assumes $100 invested on December 31, 1989 and
reinvestment of dividends (including the $1.10 cash dividend paid
on January 2, 1990).
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
1995. A representative of Price Waterhouse is not expected to be
present at the Annual Meeting of Shareholders.
APPROVAL OF COMMON STOCK PURCHASE PLAN
The Board of Directors will submit to the Annual
Meeting of Shareholders for shareholder approval the Common Stock
Purchase Plan (the "Plan") pursuant to which the Company proposes
to offer to eligible employees, including officers, of the
Company the right to subscribe for up to 575,000 shares of Common
Stock of the Company at a price of $20 per share. The offering
will afford an opportunity to eligible employees of the Company
to purchase shares of Common Stock in accordance with the policy
formulated when the Company became an employee-owned company
through acquisition by its then employees of all of its Common
Stock from Western Electric Company, Incorporated. Because
holders of Common Stock or Voting Trust Certificates who are not
active employees of the Company will not be entitled to
participate in the Plan, with the exception of employees who
retire on a pension (except a deferred pension) on or after June
30, 1995 and prior to September 30, 1995, the percentage of the
outstanding shares of Common Stock of the Company beneficially
owned by retired employees will decrease as a result of the Plan.
It is presently contemplated that the subscription
period under the Plan will run from October 9, 1995 to December
8, 1995. Subscribers will have the option of paying in full on
or before January 19, 1996 for all shares subscribed for, or
agreeing to make payments for all or a portion of the shares
subscribed for in monthly installments through payroll deductions
(or direct monthly payments in certain cases where subscribers
are no longer on the Company's regular payroll) over a 34-month
period. Shares paid for in full will be issued as of January 19,
1996. Shares paid for in installments will be issued quarterly
to the extent they have been fully paid for.
Details with respect to the terms of the offering and
the number of shares for which each eligible employee of the
Company is entitled to subscribe are set forth in the Plan, a
copy of which is annexed to this Information Statement as Exhibit
A. The Plan was unanimously approved by the Board of Directors
of the Company on March 9, 1995.
Shares of Common Stock which are subscribed for by
eligible employees pursuant to the terms of the Plan will upon
issuance be deposited in the Voting Trust established by the
Voting Trust Agreement and Voting Trust Certificates will be
issued in respect thereof, except that eligible employees who are
shareholders and who have not elected to participate in the
Voting Trust Agreement will receive stock certificates
representing the shares for which they subscribed.
All shares of Common Stock of the Company will be
issued and held subject to all the terms, provisions,
restrictions and qualifications set forth in the Restated
Certificate of Incorporation of the Company, as amended, which
provides, among other things, for options to the Company to
repurchase
9
<PAGE> 11
shares of its Common Stock at the price at which such
shares were issued, with appropriate adjustment for current
dividends, in the event any holder of Common Stock shall desire
to sell, transfer or otherwise dispose of any of his shares of such Common
Stock, or in the event of his death or in the event of termination of his
employment other than by retirement on a pension (except a
deferred pension). The Voting Trust Certificates issued and to
be issued under the Voting Trust Agreement provide, in substance,
that every Voting Trust Certificate is issued and held upon and
subject to the same terms and conditions upon which Common Stock
of the Company is issued and held. Each subscriber by executing
a Subscription Agreement will specifically agree to be bound by
the provisions of the Restated Certificate of Incorporation and
will agree that all Common Stock or Voting Trust Certificates
held by such subscriber shall be subject to such provisions.
The entire consideration to be received for the shares
of Common Stock sold pursuant to the Plan is to be credited to
the treasury stock account in the case of shares held in the
treasury of the Company and to the common stock account in the
case of unissued shares. As and when payments are made under
subscriptions, they will be placed in the general funds of the
Company.
The Plan provides that no corporate action which would
result in a distribution of Common Stock or other assets of the
Company to its shareholders (except the payment of cash dividends
or the issuance of shares of Common Stock pursuant to the
installment payment method) will be taken after January 19, 1996
without first giving notice of such proposed action to
subscribers who shall not then have completed their installment
payments on the Common Stock for which they have subscribed.
Such subscribers shall thereupon have 20 days to accelerate their
payments on such Common Stock in order that they may obtain the
benefits of such action. Subscribers who have not completed
their installment payments have the right at any time (except
during the first ten days of March, June, September and December)
to pay the full amount due, and upon any such accelerated payment
certificates will be issued representing the fully paid shares.
It is anticipated that each of the present directors
and nominees will acquire a beneficial interest in all or a part
of the shares of the Common Stock of the Company for which he
will be entitled to subscribe pursuant to the Plan. The number
of shares for which each of the present directors, nominees and
all directors, nominees and officers as a group will be entitled
to subscribe under the Plan will not exceed the following to any
significant degree.
<TABLE>
<CAPTION>
NUMBER
OF
NAME SHARES
- ---- ------
<S> <C>
T. S. Gurganous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 618
J. R. Hade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,155
C. L. Hall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,278
R. H. Haney. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 990
G. W. Harper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 954
E. A. McGrath. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,328
R. L. Mygrant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 768
R. D. Offenbacher. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 693
I. Orloff. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 897
R. A. Reynolds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 990
J. R. Seaton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,332
A. A. Thompson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,356
G. S. Tulloch, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,206
J. F. Van Pelt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,068
J. W. Wolf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,023
All directors, nominees and officers
as a group (30 Persons) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,892
</TABLE>
10
<PAGE> 12
<TABLE>
The last Common Stock Purchase Plan of the Company, in
connection with which 363,681 shares of Common Stock were
subscribed for, ran from October 7, 1992 to December 8, 1992.
Under such plan, each of the present directors who was entitled
to participate in such plan and all directors and officers as a
group who were so entitled purchased the number of shares set
forth below:
<CAPTION>
NUMBER
OF
NAME SHARES
- ---- ------
<S> <C>
T. S. Gurganous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 558
J. R. Hade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 960
C. L. Hall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 750
R. H. Haney. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 648
G. W. Harper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 864
E. A. McGrath. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,106
R. L. Mygrant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 714
R. D. Offenbacher. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 627
I. Orloff. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 825
R. A. Reynolds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 747
J. R. Seaton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,260
A. A. Thompson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,254
G. S. Tulloch, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,140
J. F. Van Pelt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 984
J. W. Wolf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 933
All directors and officers
as a group (30 Persons). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,322
</TABLE>
The affirmative vote of the holders of at least a majority
of the issued and outstanding shares of Common Stock is required
to approve the Plan. The Voting Trustees have indicated they will
vote the shares of Common Stock held by them in favor of, and
thereby approve, the Plan. Upon shareholder approval, the Company
and the Voting Trustees intend to file a Registration Statement
with the Securities and Exchange Commission with respect to the
shares of Common Stock to be offered under the Plan and the
Voting Trust Certificates to be issued in respect thereof. The
offering will be made pursuant to such Registration Statement, as
amended, after it has been declared effective by the Commission.
The expenses of the offering will be paid by the Company.
The holders of shares of Common Stock of the Company have no
preemptive rights.
AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK
The Board of Directors has recommended that action be taken
by the shareholders to amend the Restated Certificate of Incorporation
to increase the authorized shares of Common Stock which the Company
shall have authority to issue from 5,000,000 to 7,500,000 shares.
The additional shares of Common Stock, together with the
currently authorized but unissued shares may be issued pursuant
to the Common Stock Purchase Plan, if necessary, and will be
available for use for other general corporate purposes. The
additional shares of Common Stock will have the same voting and
other rights as the presently authorized Common Stock.
The affirmative vote of the holders of at least a majority
of the issued and outstanding shares of Common Stock is required
to adopt the amendment to the Restated Certificate of Incorporation.
The Voting
11
<PAGE> 13
Trustees have indicated they will vote the shares of
Common Stock held by them in favor of, and thereby adopt, the
amendment.
MISCELLANEOUS
Effective October 1, 1994, 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 as a result of their
employment with the Company at an annual cost to the Company
through September 30, 1995 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, 1995
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES
AND EXCHANGE COMMISSION ON FORM 10-K FOR THE YEAR 1994 WILL BE
MADE AVAILABLE UPON WRITTEN REQUEST ADDRESSED TO THE SECRETARY OF
THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.
12
<PAGE> 14
EXHIBIT A
COMMON STOCK PURCHASE PLAN
DATED AS OF OCTOBER 9, 1995
RELATING TO SHARES OF COMMON STOCK OF
GRAYBAR ELECTRIC COMPANY, INC.
---------------------------
1. EMPLOYEES ENTITLED TO SUBSCRIBE.
Each person who on September 30, 1995 was an employee of
Graybar Electric Company, Inc. (the "Company") who had been
employed by the Company since January 1, 1995, and each person
who on June 30, 1995 was an employee of the Company and who
retired on a pension (except a deferred pension) on or after June
30, 1995 and prior to September 30, 1995, is entitled to
subscribe for shares of the Company's common stock, par value
$1.00 per share with a stated value of $20.00 per share (the
"Common Stock"), at the price of $20.00 per share. Such persons
are sometimes referred to as "eligible employees" and after
executing a Subscription Agreement are referred to as
"subscribers"; provided, however, that the term "eligible
employees" shall not be deemed to include: (a) those who receive
pensions (other than persons who on June 30, 1995 were employees
who retired on a pension (except a deferred pension) on or after
June 30, 1995 and prior to September 30, 1995), or retainers,
whether or not currently employed, (b) those who are employed
solely on a contract basis or who by written agreement have
released all stock subscription rights, or (c) those included in
a collective bargaining unit represented by a labor organization
where the agreement between the Company and the labor
organization excludes such persons from subscribing for Common
Stock of the Company.
2. PERIOD FOR AND METHOD OF MAKING SUBSCRIPTION.
Any eligible employee desiring to subscribe for shares of
Common Stock shall sign a Subscription Agreement in the form
approved for such purpose and file it, on or before December 8,
1995, with the Secretary at the executive offices of the Company,
P.O. Box 7231, St. Louis, Missouri 63177. No subscription shall
be effective and binding unless and until accepted by the Company
at its executive offices. No subscription will be accepted after
December 8, 1995.
3. DETERMINATION OF NUMBER OF SHARES FOR WHICH AN ELIGIBLE
EMPLOYEE IS ENTITLED TO SUBSCRIBE.
The maximum number of shares for which an eligible employee
may subscribe shall be determined as hereinafter provided:
3.1. The subscription rights of each eligible employee,
subject to increase as provided in Section 3.2 and reduction as
provided in Section 3.3, shall be one share for each $400 of his
annual salary rate in effect on June 30, 1995; fractional shares
resulting from this computation shall be disregarded.
3.2. The number of shares determined in accordance with
Section 3.1 shall, in the case of eligible employees who on June
30, 1995 were in the grade classifications listed below, be
increased by the following percentages:
A-1
<PAGE> 15
3.2.1. Eligible Employees in Grade 20 or above--200%;
3.2.2. Eligible Employees in Grades 17, 18 and 19--150%;
3.2.3. Eligible Employees in Grades 15 and 16--100%;
3.2.4. Eligible Employees in Grade 14 or below who are
covered either by the Management Incentive Plan or the Sales
Incentive Plan--50%;
3.2.5. Eligible Employees in Grade N--60%; and
3.2.6. Eligible Employees in Grades J, K, L and M--25%.
Fractional shares resulting from the above computations shall be
disregarded.
3.3 In the event the aggregate number of shares subscribed
for by all eligible employees exceeds 575,000, the number of
shares which each eligible employee will be entitled to purchase
shall be reduced to a number determined by multiplying the number
of shares such eligible employee has subscribed for by a
fraction, the numerator of which is 575,000 and the denominator
of which is the aggregate number of shares subscribed for by all
eligible employees. Fractional shares resulting from such
computation shall be disregarded.
4. PAYMENTS FOR ISSUANCE OF STOCK.
Payments for shares subscribed for may be made pursuant to
either or both of the following methods:
4.1. Method A--payment in full on or before January 19,
1996 for all or a portion of the shares subscribed for, in which
case the shares paid for will be issued as of January 19, 1996.
4.2. Method B--payments in monthly installments, at the
rate of $.59 for each share subscribed for and paid for under
Method B in each of the 33 months commencing January 1996, and at
the rate of $.53 for each such share in the 34th month, in which
case the Company shall issue as of the tenth day of March, June,
September and December of each year, beginning March 10, 1996, a
share certificate for such number of full shares of Common Stock
as have been fully paid for as of the last day of the preceding
month.
4.2.1. Payments under Method B shall be made, in the
case of a subscriber on the Company's payroll, through payroll
deductions authorized by the subscriber and, in the case of a
subscriber who is no longer on the Company's payroll but whose
subscription has not been cancelled in accordance with Section
5.4, through pension deductions authorized by the subscriber or
monthly payments made directly by such person to the Treasurer of
the Company on or before the last day of each month. Except as
provided in Section 5.4, subscriptions made under Method B and
the obligations of subscribers to make full payment for all
shares subscribed for (including any authorization to the Company
to make payroll deductions) shall be irrevocable.
A-2
<PAGE> 16
4.2.2. No interest shall be paid on amounts deducted
from a participant's salary or pension or paid directly to the
Treasurer under Method B.
4.2.3. A subscriber under Method B, at his option
exercised at any time except during the first ten days of March,
June, September or December, may pay the balance due on all or
any portion of the number of shares subscribed for pursuant to
Method B, and upon such payment a share certificate shall be
issued for the number of shares for which payment is so made.
5. CONDITIONS OF SUBSCRIPTION.
Each subscription for shares of Common Stock hereunder is
expressly conditioned, among other things, upon the following
terms, to all of which every subscriber by executing a
Subscription Agreement agrees:
5.1. Right to receive stock not transferable.
No subscriber may sell, pledge or in any manner alienate or
suffer to be alienated his right to receive Voting Trust
Certificates or stock certificates representing the shares of
Common Stock subscribed for by him. A violation of this provision
shall constitute a withdrawal by the subscriber from his
Subscription Agreement, in which event the only right of the
subscriber or his assignee shall be to have the Company return to
the person entitled thereto the total amount paid under said
Subscription Agreement. Such return shall operate as a
cancellation and satisfaction of all rights under the
Subscription Agreement.
5.2. Issuance of stock certificates and Voting Trust
Certificates.
A stock certificate or certificates representing the shares
subscribed for and purchased pursuant to this Plan by subscribers
who are or who, upon executing a Subscription Agreement, become
parties to the Voting Trust Agreement (the "Voting Trust
Agreement") dated as of April 15, 1987, relating to shares of
Common Stock of the Company, shall be issued to, and deposited by
the Company with, the Voting Trustees thereunder in accordance
with the provisions of Section 4.05 of the Voting Trust
Agreement. The Voting Trustees will issue Voting Trust
Certificates to such subscribers representing the number of
shares subscribed for and purchased by them. Stock certificates
representing the shares subscribed for and purchased pursuant to
this Plan by subscribers who are shareholders and who are not
parties to the Voting Trust Agreement shall be issued and
delivered directly to such subscribers.
5.3. Subscribers bound by provisions in Restated
Certificate of Incorporation, as amended.
All shares of Common Stock subscribed for shall be issued
and held subject to all the terms, provisions, restrictions and
qualifications set forth in the Restated Certificate of
Incorporation, as amended, of the Company, which provides, among
other things, that the Company has the option to repurchase
outstanding shares of Common Stock at the price at which such
shares were issued with appropriate adjustment for current
dividends in the event any shareholder shall desire to sell,
transfer or otherwise dispose of any of his shares, or in the
event of his death (in which case the option is exercisable
beginning one year after the date of death) or in the event of
termination of his employment other than by retirement on a
pension. Eligibility for or entitlement to a deferred pension
under the Company's "Plan for
A-3
<PAGE> 17
Employees' Pensions, Disability Benefits and Death Benefits" does not
constitute a retirement on a pension for purposes of this Section 5.3 or
for purposes of the Restated Certificate of Incorporation. The Voting
Trust Certificates issued and to be issued under the Voting Trust
Agreement provide, in substance, that every Voting Trust
Certificate is issued and held upon and subject to the same terms
and conditions upon which shares of Common Stock are issued and
held. Each subscriber by executing a Subscription Agreement
specifically agrees to be bound by all provisions of this Section
5.3 and agrees that all stock certificates or Voting Trust
Certificates owned by such subscriber shall be subject to such
provisions.
5.4. Cancellation of subscription on termination of
employment.
In the event of the death of a subscriber or the
termination of his employment other than by retirement on a
pension (except a deferred pension) before any or all of the
shares of Common Stock subscribed for by him are issued, his
subscription shall be cancelled as to shares not then issued, and
he or his estate shall be entitled to receive the total amount of
the purchase price, if any, then held by the Company for his
account for unissued shares under this Plan, without interest.
Payment of such amount by the Company shall operate as a
cancellation and satisfaction of all rights under his
Subscription Agreement. Refund of any balance due employees who
terminate service shall be made in the quarter following
termination. Eligibility for or entitlement to a deferred pension
under the Company's "Plan for Employees' Pensions, Disability
Benefits and Death Benefits" does not constitute a retirement on
a pension for purposes of this Section 5.4.
5.5. Determination of Board of Directors to control.
The determination of the Board of Directors of the Company
upon any question concerning the application or interpretation of
any of the provisions of this Plan or of the Subscription
Agreement shall be final, and no director shall incur any
responsibility by reason of any error of fact or of law or of any
matter or thing done or suffered or omitted to be done in
connection with any such determination or interpretation or
otherwise, except for his own willful misconduct.
6. CERTAIN CORPORATE ACTION NOT TO BE TAKEN WITHOUT NOTICE.
The Company will not take any action after January 19, 1996
which would result in a distribution to its shareholders of
shares of Common Stock or other assets (except the payment of
cash dividends on shares of Common Stock or the issuance of
shares of Common Stock pursuant to installment payments made
under Section 4.2) without first giving notice of such proposed
action to all subscribers who shall not then have paid their
subscriptions in full and granting such subscribers an
opportunity within such time (not to be less than 20 days) and in
such manner as the Board of Directors may determine to be
reasonable, to complete their payments on all shares subscribed
for by them and thereby to become shareholders entitled to the
benefit of and subject to such action.
A-4
<PAGE> 18
7. RIGHT OF THE COMPANY TO ISSUE AND SELL ADDITIONAL SHARES OF
COMMON STOCK.
Nothing in this Plan shall be construed to limit or
restrict in any way the right of the Company from time to time
hereafter to sell any of the shares offered pursuant to this Plan
and not issued pursuant to subscriptions made hereunder or any
shares that may now or hereafter be authorized or may now or
hereafter be reacquired by the Company upon exercise of the
repurchase option described in Section 5.3 or otherwise.
Set forth below is the form of the Subscription Agreement
approved for use in connection with the Plan:
SUBSCRIPTION AGREEMENT
<TABLE>
1. I hereby subscribe to purchase ---- shares of common
stock, par value $1.00 per share with a stated value of $20.00
per share (the "Common Stock"), of Graybar Electric Company,
Inc., a New York corporation (the "Company"), under and pursuant
to the terms and conditions stated below and of the Common Stock
Purchase Plan dated as of October 9, 1995 (the "Plan") of the
Company, and agree to pay $20.00 for each such share as follows:
<CAPTION>
NUMBER OF SHARES
----------------
<C> <S> <C>
Method A -- Payment in full on or before January 19, 1996 -------------
Method B -- Payment in monthly installments. Upon acceptance of this subscription, (i) I
direct that, during such time as I shall be on the Company's payroll,
periodic deductions shall be made from my salary in accordance with the Plan
and applied to the purchase price of the shares subscribed for until such
shares are fully paid for or until my subscription is cancelled in accordance
with Section 5.4 of the Plan; and (ii) I promise that during such time as I
shall no longer be on the Company's payroll I will make monthly payments
either through authorized pension deductions or directly to the Treasurer of
the Company in accordance with the Plan, to be applied to the purchase price
of the shares subscribed for by me, until such shares are fully paid for or
until my subscription is cancelled in accordance with Section 5.4 of the Plan -------------
Total shares subscribed for =============
</TABLE>
2. I understand that the number of shares I hereby
subscribe for may be reduced as provided in Section 3.3 of the
Plan.
A-5
<PAGE> 19
3. If I am a party to the Voting Trust Agreement dated as
of April 15, 1987 (the "Voting Trust Agreement") relating to
shares of Common Stock of the Company, or if I become a party to
the Voting Trust Agreement pursuant to Section 4 of this
Subscription Agreement, I agree and direct that certificates for
the shares of Common Stock purchased by me pursuant hereto, when
issuable pursuant to the Plan, be issued to and deposited with
the Voting Trustees under the Voting Trust Agreement who will
issue Voting Trust Certificates in my name for the certificates
so deposited.
4. This provision does not apply to subscribers who
presently are parties to the Voting Trust Agreement or to
subscribers who are shareholders of record of Common Stock and
are not parties to the Voting Trust Agreement.
(a) I hereby represent and warrant that I have
received a copy of the Voting Trust Agreement, that I
am familiar with its terms and provisions and that I
desire to become a party to the Voting Trust Agreement
and be bound thereby.
(b) I hereby authorize and direct J. H. Kipper or
C. B. Temple as my attorney-in-fact, to execute and
deliver the Voting Trust Agreement on my behalf.
(c) I recognize that this power of attorney
constitutes an election to participate in the Voting
Trust Agreement, which is given in consideration of a
similar election made by other employees of the Company
and is therefore irrevocable.
5. I have read the Plan and, for the considerations stated
therein and for the privilege of subscribing for such shares of
Common Stock, I agree to be bound by all of the provisions of the
Plan, including without limitation the provisions of Section 5 of
the Plan.
6. I request and direct that any Voting Trust Certificates
or stock certificates issued in my name pursuant to this
subscription be issued as follows:
--------------------------------------
(PLEASE PRINT OR TYPE FIRST NAME IN FULL,
MIDDLE INITIAL AND SURNAME)
--------------------------------------
SIGNATURE OF SUBSCRIBER
Dated ----------------------, 1995
A-6
