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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 13, 1996
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GRAYBAR ELECTRIC COMPANY, INC.
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(Exact name of registrant as specified in its charter)
New York 0-255 13-0794380
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(State of incorporation (Commission (IRS Employer
or organization) File No.) Identification No.)
34 North Meramec Avenue
St. Louis, Missouri 63105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 512-9200
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Item 4. Changes in Registrant's Certifying Accountant
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On June 13, 1996, the Company terminated the engagement of Price
Waterhouse LLP as the independent accountants for the audit of the
Company's financial statements.
The reports of Price Waterhouse LLP on the financial statements
of the Company for each of the past two years contained no adverse opinion
or disclaimer of opinion or any qualification or modification as to
uncertainty, audit scope or accounting principle.
The decision to change the Company's independent accountants was
recommended by the Audit Committee and approved by the Board of Directors.
During the two most recent fiscal years ended December 31, 1995
and 1994, and during the period January 1, 1996 through June 13, 1996, (1)
there were no disagreements with Price Waterhouse LLP on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure that, if not resolved to the satisfaction of
Price Waterhouse LLP, would have caused a reference to the subject matter
of the disagreement in its audit report and (2) no reportable events
involving Price Waterhouse LLP have occurred that must be disclosed under
applicable securities laws.
The Company has provided Price Waterhouse LLP a copy of the
disclosures contained herein and requested Price Waterhouse LLP to furnish
the Company a copy of a letter from Price Waterhouse LLP to the Securities
and Exchange Commission stating whether it agrees with the above
statements. The letter from Price Waterhouse LLP is filed as an exhibit to
this Form 8-K.
On June 13, 1996, the Company notified Ernst & Young LLP of the
Company's intention to engage Ernst & Young LLP as independent accountants
for the audit of the Company's financial statements for the fiscal year
ending December 31, 1996. During the two most recent fiscal years ended
December 31, 1995 and 1994 and during the period January 1, 1996 to June
13, 1996, the Company has not consulted with Ernst & Young LLP on items
that concerned the application of accounting principles to a specific
transaction, either completed or proposed, or on the type of audit opinion
that might be rendered on the Company's financial statements.
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Item 7. Financial Statements and Exhibits.
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Exhibit 16 Letter from Price Waterhouse LLP to the Securities
and Exchange Commission (Page 5).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
June 19, 1996 GRAYBAR ELECTRIC COMPANY, INC.
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(Date)
By \S\ J. R. SEATON
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J. R. Seaton
Vice President
and Comptroller
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EXHIBIT 16
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One Boatmen's Plaza Telephone 314 425 0500
St. Louis, MO 63101
PRICE WATERHOUSE LLP
June 19, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Ladies and Gentlemen:
GRAYBAR ELECTRIC COMPANY, INC.
We have read Item 4 of Graybar Electric Company, Inc.'s Form 8-K dated June
19, 1996 and are in agreement with the statements contained in paragraphs 1,
2, 4 and 5 therein.
Yours very truly,
/s/ Price Waterhouse LLP
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