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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                 FORM 10-K/A#1
 
                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
 
                  FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1996
 
                         COMMISSION FILE NUMBER 1-5731
 
                            ------------------------
 
                                  REXEL, INC.
 
               (Exact name of registrant as specified in charter)
 
<TABLE>
<S>                    <C>
      NEW YORK                   13-1474527
      (State of        (I.R.S. employer identification
   incorporation)                   no.)
</TABLE>
 
                  150 ALHAMBRA CIRCLE, CORAL GABLES, FL 33134
                    (Address of principal executive offices)
                                  305-446-8000
                               (Telephone Number)
 
                            ------------------------
 
          Securities registered pursuant to Section 12(b) of the Act:
 
<TABLE>
<CAPTION>
                  TITLE OF EACH CLASS                            NAME OF EACH EXCHANGE ON WHICH REGISTERED
--------------------------------------------------------  --------------------------------------------------------
<S>                                                       <C>
                   Common stock, par                                   New York Stock Exchange, Inc.
                   value $1 per share
                                                                  The Pacific Stock Exchange, Incorporated
</TABLE>
 
Securities registered pursuant to Section 12(g) of the Act:  None
 
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/  No / /
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   / /
 
As of March 3, 1997: 25,733,290 shares of Common Stock were outstanding; and the
aggregate market value of shares held by non-affiliates was $234,496,587 (For
these purposes, a reported closing market price of $18.375 per share on March 3,
1997 has been used and "affiliates" have been arbitrarily determined to be
Rexel, S.A., International Technical Distributors, Inc. (see Item 1 of this
Report) and all directors and officers, although the Company does not
acknowledge that any such entity or person is actually an "affiliate" within the
meaning of the federal securities laws.)
 
Documents Incorporated By Reference: definitive proxy statement for 1997 Annual
Meeting of Stockholders (Part III).
 
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                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
 
    FINANCIAL STATEMENTS AND SCHEDULES
 
    The financial statements and financial statement schedules included in this
Report are listed in the introductory portion of Item 8.
 
EXHIBITS
 
    The following exhibits are filed as part of this Report (for convenience of
reference, exhibits are listed according to numbers assigned in the exhibit
tables of Item 601 of Regulation S-K under the Securities Exchange Act of 1934
and management contracts and compensatory plans are indicated by an asterisk):
 
<TABLE>
<CAPTION>
  EXHIBIT
    NO.                                                     DESCRIPTION
-----------  ---------------------------------------------------------------------------------------------------------
<C>          <S>
 
       3.1   Amended and restated certificate of incorporation -- filed as Exhibit 3.1 to the Company's annual report
             on Form 10-K for 1995 and incorporated herein by reference.
 
       3.2   By-laws of the Company -- filed as exhibit 3.2 to the Company's annual report on Form 10-K for 1993 and
             incorporated herein by reference.
 
       4.1   Note Agreement, dated as of April 2, 1991, between the Company and The Prudential Insurance Company of
             America -- filed as Exhibit 4.1 to the Company's report on Form 10-Q for the quarter ended March 31, 1991
             and incorporated herein by reference.
 
       4.2   Amendment No. 2, dated as of November 11, 1992, to the Note Agreement, dated as of April 2, 1991 -- filed
             as Exhibit 4.2 to the Company's annual report on Form 10-K for 1992 and incorporated herein by reference.
 
       4.3   Amendment No. 3, dated as of March 30, 1993, to the Note Agreement, dated as of April 2, 1991 -- filed as
             Exhibit 4.3 to the Company's annual report on Form 10-K for 1993 and incorporated herein by reference.
 
       4.4   Amendment No. 4, dated as of December 17, 1993, to the Note Agreement, dated as of April 2, 1991 -- filed
             as Exhibit 4.4 to the Company's Annual Report on Form 10-K for 1993 and incorporated herein as reference.
 
       4.5   Amendment No. 5, dated as of December 31, 1994, to the Note Agreement, dated as of April 2, 1991 -- filed
             as exhibit 4.5 to the Company's Annual Report on Form 10-K for 1994 and incorporated herein by reference.
 
       4.6   Amendment No. 7, dated as of August 8, 1995, to the Note Agreement, dated as of April 2, 1991 -- filed as
             Exibit 10.2 to the Company's report on Form 10-Q for the quarter ended September 30, 1995 and
             incorporated herein by reference.
 
      10.1   Amended and Restated Revolving Credit and Reimbursement Agreement dated as of August 8, 1995, among the
             Company and NationsBank of Florida, National Association, as agent, and the lenders named therein --
             filed as exhibit 10.1 to the Company's report on Form 10-Q for the quarter ended September 30, 1995 and
             incorporated herein by reference.
 
      10.2   1988 Stock Incentive Plan, as amended and restated effective March 16, 1995 -- filed as Exhibit 10.2 to
             the Company's annual report on Form 10-K for 1995 and incorporated herein by reference.*
</TABLE>
 
                                       1
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<TABLE>
<C>          <S>
      10.3   Form of indemnification agreement, dated as of November 18, 1986, between the Company and its directors
             and officers -- filed as Exhibit 10.30 to the Company's annual report on Form 10-K for 1986 and
             incorporated herein by reference.
 
      10.4   Distribution Agreement, dated as of November 12, 1992, between the Company and Worldtex, Inc. -- filed as
             Exhibit 10.25 to the Company's annual report on Form 10-K for 1992 and incorporated herein by reference.
 
      10.5   Tax Sharing Agreement, dated as of November 12, 1992, between the Company and Worldtex, Inc. -- filed as
             Exhibit 10.26 to the Company's annual report on Form 10-K for 1992 and incorporated herein by reference.
 
      10.6   Services Agreement, dated as of November 1, 1995, between the Company and Rexel, S. A. -- filed as
             Exhibit 10.7 to the Company's annual report on Form 10-K for 1995 and incorporated herein by reference.
 
      10.7   Severance Agreement, dated as of March 18, 1994, between the Company, Steinthal Sample Co., Inc. and John
             K. Ziegler -- filed as exhibit 10.19 to the Company's annual report on Form 10-K for 1993 and
             incorporated herein by reference.*
 
      10.8   Employment Contract, dated as of March 18, 1994, between the Company and Alain C. Viry -- filed as
             Exhibit 10.20 to the Company's annual report or Form 10-K for 1994 and incorporated herein by reference.*
 
      10.9   Employment Contract, dated as of June 26, 1994, between the Company and Steven M. Hitt -- filed as
             Exhibit 10.21 to the Company's annual report or Form 10'K for 1994 and incorporated herein by reference.*
 
     10.10   Employment Contract, dated as of April 12, 1993, between Sacks Electrical Supply Co., Inc. and Jules
             Altshuler -- filed as Exhibit 10.22 to the Company's annual report or Form 10-K for 1994 and incorporated
             herein by reference.*
 
     10.11   Employment Contract, dated as of May 27, 1994, between the Company and Jon O. Fullerton -- filed as
             Exhibit 10.23 to the Company's annual report or Form 10'K for 1994 and incorporated herein by reference.*
 
     10.12   Employment Contract, dated as of June 27, 1994, between the Company and Allan M. Gonopolsky -- filed as
             Exhibit 10.24 to the Company's annual report or Form 10'K for 1994 and incorporated herein by reference.*
 
     10.13   Employment Contract dated as of July 12, 1988 between the Company and Allan M. Gonopolsky -- filed as
             Exhibit 10.2 to the Company's annual report on Form 10-K for 1988 and incorporated herein by reference.*
 
     10.14   Letter Agreement, dated April 22, 1992, between the Company and Allan M. Gonopolsky relating to his
             Employment Contract -- filed as Exhibit G to the Company's Proxy Statement, dated September 2, 1992, and
             incorporated herein by reference.*
 
     10.15   Employment Contract dated April 22, 1992, between the Company and Robert M. Merson -- filed as Exhibit D
             to the Company's Proxy Statement, dated September 2, 1992, and incorporated herein by reference.*
 
      11.1   Statement re computation of per share earnings -- filed herewith.*
 
      21.1   Subsidiaries of the Company -- filed herewith.*
 
      23.1   Consent of Coopers & Lybrand L.L.P. -- filed herewith.*
 
      24.1   Powers of Attorney executed by Messrs. Fullerton, Hitt and Redheuil -- filed herewith.*
</TABLE>
 
                                       2
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<TABLE>
<C>          <S>
      24.2   Powers of Attorney executed by certain directors and officers of the Company -- filed as Exhibit 24.1 to
             the Company's annual report on Form 10-K for 1993 and incorporated herein by reference.
 
      27.1   Financial Data Schedule -- filed with EDGAR filing only.
</TABLE>
 
    8-K REPORTS
 
    During the last quarter of the Company's 1996 fiscal year, the Company did
not file a Current Report on Form 8-K.
 
                                       3
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                                   SIGNATURES
 
    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
Dated: March 31, 1997           REXEL, INC.
 
                                By:           /s/ ALLAN M. GONOPOLSKY
                                     -----------------------------------------
                                                Allan M. Gonopolsky
                                                   VICE PRESIDENT
                                              AND CORPORATE CONTROLLER
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on March 31, 1997 by the following persons on
behalf of the registrant and in the capacities indicated.
 
NAME                                       TITLE
------------------------------  ---------------------------
 
         ALAIN VIRY*            President and Chief
------------------------------    Executive Officer and
          Alain Viry              Director
 
       STEVEN M. HITT*
------------------------------  Vice President and Chief
        Steven M. Hitt            Financial Officer
 
                                Vice President and
   /s/ ALLAN M. GONOPOLSKY        Corporate Controller and
------------------------------    Attorney for persons
     Allan M. Gonopolsky          indicated by asterisk
 
     FREDERIC DE CASTRO*
------------------------------  Director
      Frederic de Castro
 
       JOHN B. FRASER*
------------------------------  Director
        John B. Fraser
 
       R. GARY GENTLES*
------------------------------  Director
       R. Gary Gentles
 
         AUSTIN LIST*
------------------------------  Director
         Austin List
 
         ERIC LOMAS*
------------------------------  Director
          Eric Lomas
 
      GERALD E. MORRIS*
------------------------------  Director
       Gerald E. Morris
 
       ALAIN REDHEUIL*
------------------------------  Director
        Alain Redheuil
 
       NICOLAS SOKOLOW*
------------------------------  Director
       Nicolas Sokolow
 
       SERGE WEINBERG*
------------------------------  Director
        Serge Weinberg
 
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