<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
/ / Confidential for Use of the
Commission Only (as permitted by
Rule 14c-5(d)(2))
/X/ 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.:
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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 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 13, 1996 at 8000 Forsyth Boulevard, Clayton,
Missouri 63105.
As of April 22, 1996, 95% or 4,516,686 of the issued and outstanding
shares of Common Stock of the Company were held of record in the names of C.
L. Hall, R. H. Haney, G. W. Harper, R. L. Mygrant and R. D. Offenbacher, 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 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, 1996 will be entitled to attend and to vote at the
meeting. On April 22, 1996, there were outstanding 4,762,433 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 13, 1996.
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 22,
Name Age Business experience last five years director 1996<F1><F2>
---- --- ----------------------------------- -------- ------------
<S> <C> <C> <C> <C>
A. A. Brzoski, Jr. 59 Employed by Company in 1954, District 1996 7,095
Manager 1991 to 1993, Vice President 1993
to present.
T. S. Gurganous 46 Employed by Company in 1973, District 1995 2,735
Manager 1990 to 1995, District Vice
President 1995 to present.
C. L. Hall 58 Employed by Company in 1959, District 1989 6,192
Manager 1981 to 1994, Executive Vice
President 1994 to 1995, President 1995 to
present.
R. H. Haney 53 Employed by Company in 1962, District 1991 4,859
Manager 1985 to 1994, Senior Vice
President 1995 to present.
G. W. Harper 59 Employed by Company in 1957, Vice 1990 5,214
President, Operations 1990 to
present.
G. J. McCrea 56 Employed by Company in 1963, District 1995 4,212
Manager 1987 to 1995, District Vice
President 1995 to present.
R. L. Mygrant 53 Employed by Company in 1964, District 1991 4,908
Manager 1982 to 1995, District Vice
President 1995 to present.
<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 1996<F1><F2>
---- --- ----------------------------------- -------- ------------
<S> <C> <C> <C> <C>
R. D. Offenbacher 45 Employed by Company in 1968, District 1994 3,436
Manager 1990 to 1995, District Vice
President 1995 to present.
I. Orloff 56 Employed by Company in 1972, District 1990 4,081
Manager 1986 to 1991, Vice President 1991
to 1996, District Vice President 1996 to
present.
R. A. Reynolds 47 Employed by Company in 1972, District 1993 3,502
Manager 1990 to 1991, Vice President 1991
to 1994, Senior Vice President 1995 to
present.
J. R. Seaton 61 Employed by Company in 1982, Comptroller 1982 6,188
1982 to present, Vice President 1985 to
present.
G. S. Tulloch, Jr. 63 Employed by Company in 1978, Secretary and 1978 7,333
General Counsel 1978 to present, Vice
President 1985 to present.
C. R. Udell 52 Employed by Company in 1965, General 1996 4,094
Manager 1991 to 1993, Vice President 1993
to present.
J. F. Van Pelt 57 Employed by Company in 1985, Vice 1986 4,064
President, Human Resources 1986 to
present.
J. W. Wolf 56 Employed by Company in 1962, Vice 1989 6,067
President and Treasurer 1989 to
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 95% of the outstanding shares of Common Stock
but who possessed no power of disposition with respect to such
shares.
<PAGE> 5
<F2> As of April 22, 1996, all officers and directors as a group, including
those individuals listed above (29 persons), owned 111,114
shares of Common Stock (approximately 2% of the outstanding).
</TABLE>
COMMITTEES
The Company has an Audit Committee, which met two times in 1995 and a
Compensation Committee, which met eight times in 1995. Messrs. Gurganous,
McCrea, 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. Haney, Harper, Reynolds, Seaton and Van Pelt 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 1995. 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 1995, as well as the total
compensation paid to each such individual for the Company's two previous
fiscal years.
<PAGE> 6
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Principal ----------------------------- All Other <F3>
Position Year Salary<F1> Bonus<F1><F2> Compensation
------------------ ---- ---------- ------------- --------------
<S> <C> <C> <C> <C>
C. L. Hall, 1995 217,800 241,942 38,439
President and Chief 1994 120,060 102,529 23,010
Executive Officer 1993 98,208 71,692 16,888
E. A. McGrath, 1995 155,340 181,437 61,957
President and Chief 1994 300,808 360,969 68,348
Executive Officer <F4> 1993 284,704 268,760 55,113
J. R. Seaton, 1995 176,700 167,688 41,088
Vice President 1994 169,950 165,702 35,443
1993 163,500 125,406 28,944
G. S. Tulloch, 1995 163,629 148,429 36,627
Vice President 1994 157,332 141,599 31,733
1993 151,280 107,106 25,939
J. W. Wolf, 1995 139,914 132,780 32,381
Vice President 1994 133,254 129,924 27,667
1993 126,864 97,305 22,377
<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 salary in 1993, 1994 and 1995; 2% to 15% of
salary in 1996; 2% to 10% of bonus payments in 1993, 1994 and
1995; and 2% to 25% of bonus payments in 1996, 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 or ten 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
<PAGE> 7
measurements, such as sales and profits, but may be
varied at the discretion of the president and district vice
presidents. Participants may earn a maximum of 150% of the
applicable guideline.
<F3> Profit sharing contributions made during the years indicated.
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 1995, $16,596 was
credited to Mr. Hall's deferred compensation account in this
regard. Similarly, $37,761, $18,979, $14,965 and $11,143 were
credited to the deferred compensation accounts of Messrs.
McGrath, Seaton, Tulloch and Wolf, respectively.
<F4> Retired effective July 1, 1995.
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 1995, the members of the
Compensation Committee of the Board of Directors were Messrs. Haney, Harper,
Reynolds, Seaton 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
<PAGE> 8
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, sales growth over the prior year and return
on sales.
/s/ R. H. Haney J. R. Seaton
G. W. Harper J. F. Van Pelt
R. A. Reynolds
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>
<CAPTION>
PENSION PLAN TABLE
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, 1995, the years of
credited service for the executive officers named in the Summary Compensation
Table were as follows: C.L. Hall - 36, J. R. Seaton - 13, G. S. Tulloch - 17
and J.W. Wolf - 33. 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
<PAGE> 9
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.
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.
[GRAPH]
<TABLE>
<CAPTION>
====================================================================================================
1990 1991 1992 1993 1994 1995
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Graybar Electric Co., Inc. $100.00 $110.32 $121.71 $140.64 $155.16 $181.31
- ----------------------------------------------------------------------------------------------------
Electrical Equipment $100.00 $132.58 $145.18 $175.16 $177.20 $248.67
- ----------------------------------------------------------------------------------------------------
S&P 500 Index $100.00 $130.47 $140.41 $154.56 $156.60 $215.45
====================================================================================================
</TABLE>
Assumes $100 invested on December 31, 1990 and reinvestment of
dividends (including the $1.10 cash dividend paid on January 2, 1991).
<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 1996. A representative of Price Waterhouse is
not expected to be present at the Annual Meeting of Shareholders.
MISCELLANEOUS
Effective October 1, 1995, 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, 1996 of $69,388.
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 13, 1996
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION ON FORM 10-K FOR THE YEAR 1995 WILL BE MADE
AVAILABLE UPON WRITTEN REQUEST ADDRESSED TO THE SECRETARY OF THE
COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.
<PAGE> 11
APPENDIX
Page eight of the Information Statement contains a five-year
comparison of cumulative total return graph. The information contained
in the graph is the same as the information in the table that
immediately follows the graph.
