-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NSD8OKmnhgOoHVKCF7QP87mvit7aFw3+FRR5VScIMQ6PtaO6P/G1ZmhX/IpZQ8pH krpv6QWr1CF0CXX9txWqDQ== 0000950114-96-000085.txt : 19960429 0000950114-96-000085.hdr.sgml : 19960429 ACCESSION NUMBER: 0000950114-96-000085 CONFORMED SUBMISSION TYPE: DEF 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960422 FILED AS OF DATE: 19960426 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: 96551233 BUSINESS ADDRESS: STREET 1: 34 N MERAMEC AVE CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3145129200 MAIL ADDRESS: STREET 1: P O BOX 7231 CITY: ST LOUIS STATE: MO ZIP: 63177 DEF 14C 1 DEFINITIVE 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 / / 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.: ------------------------------ (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 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. 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 22, Name Age Business experience last five years director 1996 ---- --- ----------------------------------- -------- ------------ 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. 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 1996 ---- --- ----------------------------------- -------- ------------ 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. __________________________ 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. 5 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).
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. 6
SUMMARY COMPENSATION TABLE Annual Compensation Name and Principal ----------------------------- All Other Position Year Salary Bonus Compensation ------------------ ---- ---------- ------------- -------------- 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 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 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 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. 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 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. 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. Retired effective July 1, 1995.
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 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.
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, 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 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]
==================================================================================================== 1990 1991 1992 1993 1994 1995 - ---------------------------------------------------------------------------------------------------- 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 ====================================================================================================
Assumes $100 invested on December 31, 1990 and reinvestment of dividends (including the $1.10 cash dividend paid on January 2, 1991). 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. 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. -----END PRIVACY-ENHANCED MESSAGE-----