-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, tHwuY2f7wq9VMZiKXNpmk6ex8U8vEFGBU57EFXVScrYix44UoC1kYbzJCKcD2hhv ufUuzf//4SaKsv+fT4yAJw== 0000950114-94-000062.txt : 19940427 0000950114-94-000062.hdr.sgml : 19940427 ACCESSION NUMBER: 0000950114-94-000062 CONFORMED SUBMISSION TYPE: DEF 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940609 FILED AS OF DATE: 19940426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAYBAR ELECTRIC CO INC CENTRAL INDEX KEY: 0000205402 STANDARD INDUSTRIAL CLASSIFICATION: 5063 IRS NUMBER: 130794380 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-00255 FILM NUMBER: 94524371 BUSINESS ADDRESS: STREET 1: 34 N MERAMEC AVE CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3147273900 MAIL ADDRESS: STREET 1: P O BOX 7231 CITY: ST LOUIS STATE: MO ZIP: 63177 DEF 14C 1 GRAYBAR ELECTRIC INFORMATION STATEMENT 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. - ----------------------------------------------------------------- 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: --/ -------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------- - --/ 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: ------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------- (3) Filing Party: ------------------------------------------------------- (4) Date Filed: ------------------------------------------------------- 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. 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, 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.
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) ---- --- ----------------------------------- -------- ------------ 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 4 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. - ------------------------ (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).
3 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 6 SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION NAME AND PRINCIPAL ----------------------------- ALL OTHER (3) POSITION YEAR SALARY(1) BONUS(2) COMPENSATION ------------------ ---- ------------- ------------ ------------- 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- (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 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.
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 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. 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
YEARS OF SERVICE --------------------------------------------------------------------- COMPENSATION 20 25 30 35 40 ------------ -------- -------- -------- -------- -------- $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
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 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] - ------------------------------------------------------------------------------------------
1988 1989 1990 1991 1992 1993 - ------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------
Assumes $100 invested on December 31, 1988 and reinvestment of dividends (including the $1.10 cash dividend paid on January 3, 1989). 8 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 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. -----END PRIVACY-ENHANCED MESSAGE-----