-----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, N2dTCFdydmW0pd7m5atSKTL5QtJvuXK3f2cr5IXOjMhU9FGw+fLs2Qrywr5ciwDL 6r+RT6NWVxVFukKgRYQY0A== 0000950114-95-000069.txt : 19950426 0000950114-95-000069.hdr.sgml : 19950426 ACCESSION NUMBER: 0000950114-95-000069 CONFORMED SUBMISSION TYPE: DEF 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950608 FILED AS OF DATE: 19950425 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAYBAR ELECTRIC CO INC CENTRAL INDEX KEY: 0000205402 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [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: 95531022 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 REVISED PRELIMINARY INFORMATION STATEMENT 1 Schedule 14C Information ------------------------ Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. 1) 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): / / $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: ---------------------------------------------- /X/ 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: ---------------------------------------------- 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, 95% or 4,301,775 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 4,547,968 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. --------------------------------------------------- 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.
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 ---- --- ----------------------------------- -------- ------------ 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 4 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 ---- --- ----------------------------------- -------- ------------ 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. - -------------------------- 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. 3 5 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 2% of the outstanding).
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 6 SUMMARY COMPENSATION TABLE
Annual Compensation Name and Principal -------------------------- All Other Position Year Salary Bonus Compensation ------------------ ---- ---------- --------- ------------ 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 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 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. 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 7 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.
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 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. 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, 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 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. TOTAL RETURN TO SHAREHOLDERS
Graybar Measurement Period Electrical Electrical S&P 500 (Fiscal Year Covered) Co., Inc Equipment Index 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
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1989 1990 1991 1992 1993 1994 - ------------------------------------------------------------------------------------------------------------------------------- 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 ===============================================================================================================================
Assumes $100 invested on December 31, 1989 and reinvestment of dividends (including the $1.10 cash dividend paid on January 2, 1990). 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 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 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.
NUMBER OF NAME SHARES - ---- ------ 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
10 12 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:
NUMBER OF NAME SHARES - ---- ------ 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
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. 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. As of April 24, 1995, the Company had 4,547,968 shares of Common Stock outstanding and 55,825 shares were held by the Company as treasury stock. The aggregate of 452,032 treasury shares and authorized but unissued shares will be available, to the extent necessary, for issuance pursuant to the Common Stock Purchase Plan and up to 122,968 of the proposed additional shares of Common Stock may be used for such purpose. The Company has no present plans for the use of the remaining shares that would be available if the proposed amendment is adopted. Such shares will be available for general corporate purposes, including future stock purchase plans, as determined by the Board of Directors without (except as otherwise required by law) further authority from the stockholders. Stockholders presently have no preemptive rights and would have none in respect of the proposed additional shares. The proposed 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 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 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 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 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 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 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 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:
NUMBER OF SHARES ---------------- 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 =============
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 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 -----END PRIVACY-ENHANCED MESSAGE-----