<PAGE>
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                   FORM 10-K
               /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
 
                  FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1995
 
          / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
                   FOR THE TRANSITION PERIOD FROM          TO
                         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
    Incorporation)       identification 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>
                            NAME OF EACH EXCHANGE ON WHICH
  TITLE OF EACH CLASS                 REGISTERED
-----------------------  -------------------------------------
<S>                      <C>
Common stock, par value      New York Stock Exchange, Inc.
     $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 1, 1996: 25,649,790 shares of Common Stock were outstanding; and
the  aggregate market  value of shares  held by  non-affiliates was $164,233,296
(For these purposes, a reported closing market  price of $12 per share on  March
1,  1996 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  1996
Annual Meeting of Stockholders (Part III).
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                     PART I
 
ITEM 1.  BUSINESS
 
    Rexel,  Inc. (the "Company") is a New York corporation that was incorporated
in 1866. Rexel, S. A., a French company listed on the Paris Stock Exchange, owns
approximately 46% of the stock of the Company. During 1995, the Company  changed
its  name from Willcox & Gibbs, Inc. to Rexel, Inc. Management believes that the
Company is the fifth largest distributor of electrical parts and supplies in the
United States and that Rexel, S. A., operating through its affiliated  companies
including  the Company,  is the largest  electrical supplies  distributor in the
world, based on 1995 sales.
 
    During  the  last  several  years,  the  Company  has  undertaken  a   major
restructuring.  On  April  22,  1992, the  Company,  Rexel,  S.A., International
Technical Distributors, Inc. ("ITD"), a subsidiary of Rexel, S. A. and  Southern
Electric  Supply  Company, Inc.  ("SES"),  a subsidiary  of  ITD engaged  in the
distribution of electrical  materials, entered  into a  Purchase Agreement  (the
"Purchase Agreement"). Pursuant to the Purchase Agreement, the Company issued to
Rexel,  S. A. and ITD  6,284,301 shares of Company  Common Stock in exchange for
all of the  stock of SES  and approximately  $10 million in  cash. In  addition,
pursuant  to the Purchase Agreement, the  Company declared a dividend consisting
of one  share  of  common  stock of  the  Company's  subsidiary  Worldtex,  Inc.
("Worldtex")  for each share of Company Common Stock outstanding on November 23,
1992 (the "Distribution"). In August  1992, the Company transferred to  Worldtex
all  of the stock  of the Company's  subsidiaries engaged in  the manufacture of
covered elastic yarn.
 
    Also during 1992, the Company disposed of its data communications  equipment
distribution  business, conducted by Data Net,  Inc. and Dataspan Systems, Inc.,
and its Montrose Supply and  Equipment Division, which distributed equipment  to
the  knitting  trade. In  July  1994, the  Company  sold its  apparel  parts and
supplies distribution  businesses. As  a result  of these  transactions and  the
Distribution,   the  Company  became  engaged  solely  in  the  distribution  of
electrical goods and supplies.
 
    In April 1993, the Company acquired Sacks Electrical Supply Co. ("Sacks"), a
distributor of electrical supplies and components with three locations in  Ohio,
for  $13,635,000. On December 17, 1993, the Company acquired Summers Group Inc.,
("Summers"), a  distributor  of electrical  parts  and supplies  with  locations
principally  in  Texas,  Oklahoma, Louisiana,  Arkansas,  Arizona,  Colorado and
California. The consideration  for the  Summers acquisition  was $60,000,000  in
cash  and a $25,000,000  three year note  issued to the  seller, plus contingent
consideration to be  determined based  on Summers' profits  before interest  and
taxes for 1993 and 1994, subject to a maximum purchase price of $120,000,000. In
December  1994, the Company agreed to prepay such note and cancel the contingent
consideration in exchange for cash payments that brought the total cash purchase
price for Summers to $90,950,000 (including $0.7 million of acquisition costs).
 
    In March, 1994, the  Company sold 3,491,280  newly-issued shares of  Company
Common  Stock to Rexel, S.  A. for $31,421,520 in  cash. In connection with that
sale, the size of the  Company's Board of Directors  was reduced from twelve  to
nine  and  two additional  nominees  of Rexel,  S.  A. became  directors  of the
Company. As a result, five of the Company's nine current directors are  nominees
of Rexel, S. A.
 
    During  the last half of 1994, the  Company also realigned the management of
its  electrical  distribution  operations.  The  operations  of  the   Company's
principal subsidiaries, Summers, Sacks, SES and the Consolidated Electric Supply
group  ("CES"), were  reorganized along geographic  lines into  two regions: the
Eastern Region and  the Western Region.  In addition, substantially  all of  the
Company's operating subsidiaries were merged into either SES, which operates the
Eastern Region, or Summers, which operates the Western Region.
 
    In  1995, the  Company has focused  on integrating  its operations, reducing
costs and developing new sourcing and marketing programs.
 
                                       2
<PAGE>
ELECTRICAL DISTRIBUTION OPERATIONS
 
    The Company is engaged in the wholesale distribution of electrical parts and
supplies, operating 169 electrical distribution  locations in 18 states and  the
Bahamas.  The  Company  manages  its  business  through  two  principal regional
organizations: the Eastern Region and the Western Region.
 
    The Eastern Region operates 93 distribution  centers in 11 states, of  which
44 are in Florida, 14 in Ohio, 9 in Mississippi, 7 in Alabama, 4 in Louisiana, 4
in  Georgia, 3 in Delaware, 2  in Maryland, 2 in Tennessee,  2 in Oklahoma, 1 in
Virginia and 1 in Freeport, Grand Bahamas.
 
    The Western Region operates  76 locations in 9  states, consisting of 37  in
Texas,  12 in  California, 8 in  Louisiana, 8 in  Arkansas, 5 in  Oklahoma, 2 in
Missouri, 2 in Arizona, and 1 in each of Colorado and New Mexico.
 
    Each of the Company's electrical distribution locations serves an area  with
approximately  a 50 mile  radius and serves the  needs of electrical contractors
engaged in  construction  work on  commercial  and residential  structures.  The
Company  also  provides materials  to industrial  customers for  maintenance and
repairs and for the manufacture of  equipment. In addition, the Company has  two
divisions  focused on specialty markets: the DataCom division, which distributes
products used to  interconnect voice, data  and video systems,  and the  Cummins
division,  which  distributes  supplies  to  the  utility  industry.  These  two
divisions generated approximately 9% of the Company's sales in 1995.
 
    In 1995, the Company served over  61,000 customers, with no single  customer
accounting  for more than 2.3% of total  annual sales. The Company's ten largest
customers in 1995 represented less than 7.3% of sales. Management believes  that
approximately  50%  of  the  Company's  sales  are  from  the construction-based
electrical  contractor   market.  The   remainder   are  sold   to   industrial,
governmental, municipal and utility company customers.
 
    Management  believes that  the Company is  the fifth  largest distributor of
electrical parts and  supplies in the  United States, although  there are  other
companies  which account for significantly  greater national volume. The Company
competes with national chains (some  of which are affiliated with  manufacturing
companies)  and  other  independent distributors  operating  single  or multiple
outlets. Because  the  electrical  supply  business  is  fragmented  and  highly
competitive,  service and price  are essential components  of success. A typical
Company electrical distribution location consists of a 20,000 sq. ft.  warehouse
and office facility, ten inside and outside sales representatives, one technical
specialist,  six  warehouse  and  delivery personnel,  and  four  management and
support personnel. An average branch has approximately 400 customers,  maintains
an inventory of about 8,500 items, and makes deliveries within a 50-mile radius.
Small branches are often grouped to constitute a profit center.
 
    The  Company's extensive product line  includes electrical supplies, such as
cable, cords,  boxes,  covers, wiring  devices,  conduit, raceway  duct,  safety
switches,  motor controls, breakers,  panels, lamps, fuses  and related supplies
and accessories, residential, commercial and industrial electrical fixtures  and
other  special  use  fixtures,  as  well as  materials  and  special  cables for
computers and advanced communications systems. The products sold by the  Company
are purchased from over 1,400 manufacturers and other suppliers, the two largest
of which accounted in the aggregate for approximately 16% of the Company's total
purchases during 1995, with none of the remainder accounting for more than 5%.
 
DISCONTINUED OPERATIONS
 
APPAREL PARTS AND SUPPLIES DISTRIBUTION
 
    In  July 1994, the Company sold  its apparel parts and supplies distribution
businesses, which are described below, for consideration valued at approximately
$44 million.
 
    The Company's former Sunbrand  Division marketed to  the apparel industry  a
wide  range of sewing  equipment parts, supplies  and other equipment, including
pressing and finishing  equipment, fabric spreading  machines and  reconditioned
equipment. Its product line included needles, tools,
 
                                       3
<PAGE>
electric  and electronic  devices and warehouse  equipment. Sunbrand's executive
offices were located in
Atlanta. Sunbrand  had  seven  office/distribution centers  located  near  major
apparel  manufacturing areas  in Atlanta,  El Paso,  Fall River (Massachusetts),
Miami, Mexico City, Nashville, and Santo Domingo (Dominican Republic).
 
    The Company's former Unity Sewing Supply Division ("Unity"), an importer and
distributor of non-trademarked ("generic") parts for industrial sewing machines,
was headquartered in New York with branch  offices in Los Angeles and Miami.  It
sold  to dealers,  not to  manufacturers or end  users. The  majority of Unity's
parts were manufactured in Japan, Germany and the United States.
 
    The Company's  former  subsidiary, Willcox  &  Gibbs, Ltd.,  a  wholly-owned
United  Kingdom subsidiary, marketed  sewing equipment in  certain Common Market
countries and sold generic sewing equipment parts in the United Kingdom.
 
    The  Company's  former  subsidiary,   Leadtec  Systems,  Inc.   ("Leadtec"),
distributed  to  the  apparel  industry  a  computer-based  real-time production
control system,  marketed  under  the  name  "Satellite  Plus",  which  utilized
hardware manufactured by others and proprietary software designed by Leadtec.
 
COVERED ELASTIC YARN
 
    Prior  to  1993,  the Company  owned  Worldtex and  its  subsidiaries, which
engaged in  the  manufacture of  covered  elastic yarn.  These  operations  were
disposed  of by the Company  pursuant to the Distribution  on November 12, 1992.
While owned  by the  Company,  Worldtex's principal  product was  nylon  covered
spandex used in the manufacture of women's pantyhose, which accounted for 58% of
Worldtex's  1992 sales.  Worldtex also  sold covered  spandex and  covered latex
rubber for use in the manufacture of men's, women's and children's socks.
 
EMPLOYEES
 
    As of December  31, 1995,  the Company had  a total  of approximately  2,700
employees.  Approximately  38  employees are  covered  by  collective bargaining
agreements. The Company  has experienced  no significant  labor problems  during
recent years and considers that its employee relations are good.
 
ITEM 2.  PROPERTIES
 
    The  Company's executive offices  are located in leased  office space at 150
Alhambra Circle, Coral Gables, Florida.  Of the Company's distribution  centers,
38 are owned by subsidiaries of the Company and 131 are leased. These leases are
classified  as operating  leases and expire  in various years  through 2002. The
Company's distribution centers generally range from 4,000 to 105,000 square feet
and include office and warehouse facilities. The average distribution center  is
approximately 20,000 square feet.
 
    Eleven  of the Company's distribution centers are leased from Robert Merson,
a Senior Vice President  of the Company and  President of the Company's  Eastern
Region,  and/or members of his or his wife's family, for terms extending through
2002. The Company believes that these leases are on terms at least as  favorable
as could have been obtained from an unaffiliated third party.
 
ITEM 3.  LEGAL PROCEEDINGS
 
    There  are no  material pending  legal proceedings  as of  the date  of this
Report to which the Company  or any of its subsidiaries  is a party or to  which
any of their property is subject.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
    During  the  last quarter  of  the Company's  fiscal  year, no  matters were
submitted to a vote of the Company's security holders.
 
                                       4
<PAGE>
ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT
 
<TABLE>
<CAPTION>
       NAME          AGE                                TITLE AND PERIOD OF SERVICE
-------------------  --- ------------------------------------------------------------------------------------------
<S>                  <C> <C>
Alain Viry           47  President and Chief Executive Officer (March 1994 to present).
Robert M. Merson     57  Senior Vice President (May 1994 to present); Vice President (November 1992 to May 1994)
Jon O. Fullerton     53  Vice President, General Counsel and Secretary (July 1994 to present)
Steven M. Hitt       45  Vice President and Chief Financial Officer (July 1994 to present)
Allan M. Gonopolsky  51  Vice President and Corporate Controller (May 1991 to November 1992 and July 1994 to
                          present); Vice President, Chief Financial Officer and Corporate Controller (November 1992
                          to July 1994); Corporate Controller (1978 to April 1991).
</TABLE>
 
    The officers of the Company are elected annually by the Board of Directors.
 
    Mr. Viry also serves as a director of the Company.
 
                                    PART II
 
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
    The Company's Common Stock is listed on the New York Stock Exchange and  the
Pacific  Stock Exchange.  The following  table sets forth  the high  and low per
share sales  prices for  the Common  Stock on  the New  York Stock  Exchange  as
reported  by  the Dow  Jones Historical  Stock Quote  Reporter Service  for each
quarter since December 31, 1993.
 
<TABLE>
<CAPTION>
                                                                                          HIGH        LOW
                                                                                        ---------  ---------
<S>                                                                                     <C>        <C>
1994:
  1st Quarter.........................................................................       8.63       6.50
  2nd Quarter.........................................................................       7.38       5.63
  3rd Quarter.........................................................................       7.38       6.25
  4th Quarter.........................................................................       7.50       5.88
1995:
  1st Quarter.........................................................................       7.38       5.75
  2nd Quarter.........................................................................       9.75       6.75
  3rd Quarter.........................................................................      10.88       9.38
  4th Quarter.........................................................................      14.88       9.88
1996:
  1st Quarter (through March 8, 1996).................................................      14.25      11.50
</TABLE>
 
    At March 8, 1996, there were approximately 1,286 holders of record of Common
Stock.
 
    No cash dividends  have been paid  on the Company's  Common Stock since  the
last  quarter of 1991. Future  payment of cash dividends  by the Company will be
dependent on such  factors as  business conditions, earnings  and the  financial
condition of the Company.
 
    The terms of the Company's 9.78% Senior Notes, dated as of April 2, 1991, as
amended,  restrict  dividends and  certain other  payments  with respect  to the
Company's capital stock if the sum thereof for the period since August 8,  1995,
exceeds  the sum of (i) $26,000,000 plus (ii)  15% of net cash proceeds from the
sale of stock for  such period, plus  (iii) 50% of  consolidated net income  (as
defined)
 
                                       5
<PAGE>
for  such period. In addition, the Note  Agreement and the Company's Amended and
Restated Revolving Credit  and Reimbursement  Agreement, dated as  of August  8,
1995,  require that the Company meet certain financial tests that could have the
effect of restricting the Company's ability to pay dividends.
 
ITEM 6.  SELECTED FINANCIAL DATA
 
REXEL, INC. AND SUBSIDIARIES
 
    The following tables set  forth certain consolidated  financial data of  the
Company  and its subsidiaries for the five fiscal years ended December 31, 1995,
which has  been derived  from the  Company's audited  financial statements,  and
should  be read  in conjunction with  the Consolidated  Financial Statements and
Notes thereto of the Company appearing elsewhere in this Report on Form 10-K.
 
    The selected financial data of the Company for the years set forth below are
not directly  comparable  due  to  acquisitions  and  dispositions  during  such
periods,  including the distribution of Worldtex  on November 12, 1992, the sale
of the  Apparel Division  on  July 13,  1994, and  the  acquisitions of  SES  on
November 12, 1992, Sacks on April 12, 1993 and Summers on December 17, 1993.
 
<TABLE>
<CAPTION>
                                                  1995           1994          1993         1992         1991
                                              -------------  -------------  -----------  -----------  -----------
                                                       (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                           <C>            <C>            <C>          <C>          <C>
Net sales...................................  $   1,120,688  $   1,065,543  $   521,519  $   359,080  $   370,103
                                              -------------  -------------  -----------  -----------  -----------
                                              -------------  -------------  -----------  -----------  -----------
Income (loss) from continuing operations
 before income taxes........................  $      37,679  $      16,528  $    11,928  $   (17,588) $    (6,095)
Income tax provision (benefit)..............         16,579          7,270        5,038       (5,186)      (1,656)
                                              -------------  -------------  -----------  -----------  -----------
Income (loss) from continuing operations....         21,100          9,258        6,890      (12,402)      (4,439)
Income from discontinued operations.........       --             --              1,517        7,527        6,123
Loss on disposal of discontinued
 operations.................................       --                 (327)     --           --           --
                                              -------------  -------------  -----------  -----------  -----------
Income (loss) before extraordinary charge
 and cumulative effect of accounting
 change.....................................         21,100          8,931        8,407       (4,875)       1,684
Extraordinary charge (a)....................         (1,325)      --            --           --            (1,436)
Cumulative effect of accounting change
 (b)........................................       --             --                660      --           --
                                              -------------  -------------  -----------  -----------  -----------
Net income (loss)...........................  $      19,775  $       8,931  $     9,067  $    (4,875) $       248
                                              -------------  -------------  -----------  -----------  -----------
                                              -------------  -------------  -----------  -----------  -----------
</TABLE>
 
                                       6
<PAGE>
 
<TABLE>
<CAPTION>
                                                     1995         1994         1993         1992         1991
                                                  -----------  -----------  -----------  -----------  -----------
                                                         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                               <C>          <C>          <C>          <C>          <C>
Earnings per common share
  Primary:
    Income (loss) from continuing operations....  $       .85  $       .39  $       .33  $      (.85) $      (.32)
    Income (loss) from discontinued
     operations.................................      --              (.01)         .07          .52          .44
                                                  -----------  -----------  -----------  -----------  -----------
    Income (loss) before extraordinary charge
     and cumulative effect of accounting
     change.....................................          .85          .38          .40         (.33)         .12
    Extraordinary charge (a)....................         (.05)     --           --           --              (.10)
    Cumulative effect of accounting change
     (b)........................................      --           --               .03      --           --
                                                  -----------  -----------  -----------  -----------  -----------
    Net income (loss)...........................  $       .80  $       .38  $       .43  $      (.33) $       .02
                                                  -----------  -----------  -----------  -----------  -----------
                                                  -----------  -----------  -----------  -----------  -----------
  Fully diluted (c):
    Income from continuing operations...........  $       .79
    Extraordinary charge (a)....................         (.05)
                                                  -----------
    Net income..................................  $       .74
                                                  -----------
                                                  -----------
Total assets....................................  $   375,493  $   414,487  $   428,519  $   285,309  $   365,429
                                                  -----------  -----------  -----------  -----------  -----------
                                                  -----------  -----------  -----------  -----------  -----------
Long-term obligations...........................  $    40,582  $    99,201  $   129,503  $   114,251  $   113,447
                                                  -----------  -----------  -----------  -----------  -----------
                                                  -----------  -----------  -----------  -----------  -----------
Cash dividends per common share.................  $       -0-  $       -0-  $       -0-  $       -0-  $       .10
                                                  -----------  -----------  -----------  -----------  -----------
                                                  -----------  -----------  -----------  -----------  -----------
</TABLE>
 
------------------------
(a) Loss on early extinguishment of debt.
 
(b) Cumulative  effect of accounting change for  income taxes in connection with
    SFAS No. 109, "Accounting for Income Taxes."
 
(c) Fully diluted amounts are anti-dilutive in all years prior to 1995.
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
 
SIGNIFICANT TRANSACTIONS
 
    On November 12, 1992,  pursuant to the Purchase  Agreement, dated April  22,
1992, among the Company, Rexel, S.A., International Technical Distributors, Inc.
("ITD"),  a subsidiary  of Rexel, S.  A., and Southern  Electric Supply Company,
Inc. ("SES"), a  subsidiary of  ITD engaged  in the  distribution of  electrical
materials,  the  Company issued  to Rexel,  S.  A. and  ITD 6,284,301  shares of
Company Common Stock in exchange for all  of the stock of SES and  approximately
$10  million  in cash.  In addition,  pursuant to  such Purchase  Agreement, the
Company declared a dividend consisting of one share of Common Stock of Worldtex,
Inc. ("Worldtex"), its subsidiary  engaged in the  manufacture of covered  yarn,
for each share of Company Common Stock outstanding on November 23, 1992.
 
    In April 1993, the Company acquired Sacks Electrical Supply Co. ("Sacks"), a
distributor  of electrical supplies and components with three locations in Ohio,
for $13.6 million.  On December 17,  1993, the Company  acquired Summers  Group,
Inc.  ("Summers"), an electrical parts distributor with locations principally in
Texas, Oklahoma, Louisiana, Arkansas, Arizona, Colorado and California, for  $60
million  in cash and  a $25 million three  year note issued  to the seller, plus
contingent consideration  to  be determined  based  on Summers'  profits  before
interest  and taxes for  1993 and 1994,  subject to a  maximum purchase price of
$120 million.  In December  1994, the  Company agreed  to prepay  such note  and
cancel  the contingent consideration in exchange  for cash payments that brought
the total cash  purchase price  for Summers  to $90.95  million (including  $0.7
million of acquisition costs).
 
                                       7
<PAGE>
    On  March 1, 1994, the Company sold 3,491,280 newly-issued shares of Company
Common Stock to Rexel, S. A. for a total purchase price of $31.4 million.
 
    On  July  13,  1994,  the  Company  sold  its  apparel  parts  and  supplies
distribution   businesses   (the  "Apparel   Division")  for   consideration  of
approximately $44 million, including cash, debt of the purchaser and warrants of
the purchaser.  On July  26, 1995,  the  Company sold  such debt,  warrants  and
certain  other assets  to the  purchaser for $4.1  million in  cash. The Apparel
Division is  shown as  a discontinued  operation in  the Company's  Consolidated
Financial Statements.
 
    During  the second half  of 1994, the operations  of the Company's principal
subsidiaries, Summers, Sacks,  SES and  the Consolidated  Electric Supply  group
("CES"), were reorganized along geographical lines into two regions: the Eastern
Region  and the Western Region. As part  of this process, the Company closed six
redundant  or  underperforming  locations  and  opened  ten  new  locations.  In
addition,  the  Company  implemented  cost  reduction  programs,  including  the
consolidation and redesign of employee benefit and casualty insurance  programs,
established new management incentive programs focused on profit growth and asset
management  and commenced  upgrade of  its Eastern  Region's computer management
information system.
 
    As a  result of  the aforementioned  transactions and  discontinuances,  the
Company  became  engaged  in  only one  business  segment:  the  distribution of
electrical parts and supplies, principally in the southern United States.
 
RESULTS OF CONTINUING OPERATIONS
 
    The following  tables  set  forth  the  operating  results  from  continuing
operations  before income  taxes and  the percentages  which certain  income and
expense items bear to net sales:
 
<TABLE>
<CAPTION>
                                                                                1995        1994         1993
                                                                             ----------  ----------  ------------
<S>                                                                          <C>         <C>         <C>
Net sales..................................................................  $  1,120.7  $  1,065.5  $      521.5(a)
                                                                             ----------  ----------  ------------
                                                                             ----------  ----------  ------------
Gross profit...............................................................  $    230.1  $    212.5  $      107.5
Selling & administrative expense...........................................       183.8       187.4          90.4
                                                                             ----------  ----------  ------------
Operating profit...........................................................        46.3        25.1          17.1
Interest expense...........................................................         7.7         9.6           5.9
Other (expense) income.....................................................         (.9)        1.0            .7
                                                                             ----------  ----------  ------------
Income from continuing operations before income taxes......................  $     37.7  $     16.5  $       11.9
                                                                             ----------  ----------  ------------
                                                                             ----------  ----------  ------------
</TABLE>
 
------------------------
(a)  Assuming the  Sacks and  Summers acquisitions  had been  consummated as  of
     January  1, 1993, the  Company's unaudited pro forma  sales would have been
     $958.5 million in 1993.
 
<TABLE>
<CAPTION>
                                                                                           1995       1994       1993
                                                                                         ---------  ---------  ---------
<S>                                                                                      <C>        <C>        <C>
Net sales..............................................................................      100.0%     100.0%     100.0%
                                                                                         ---------  ---------  ---------
                                                                                         ---------  ---------  ---------
Gross profit...........................................................................       20.5%      19.9%      20.6%
Selling & administrative expense.......................................................       16.4       17.6       17.3
                                                                                         ---------  ---------  ---------
Operating profit.......................................................................        4.1        2.3        3.3
Interest expense.......................................................................         .7         .9        1.1
Other income...........................................................................     --             .1     --
                                                                                         ---------  ---------  ---------
Income from continuing operations before income taxes..................................        3.4%       1.5%       2.2%
                                                                                         ---------  ---------  ---------
                                                                                         ---------  ---------  ---------
</TABLE>
 
                                       8
<PAGE>
OPERATING RESULTS 1995 VS. 1994
 
- SALES
 
    Sales in 1995  increased $55.1  million to  $1,120.7 million,  or 5.2%  over
1994.  Same branch sales increased 7.1% for the year. Sales by geographic region
in 1995 were as follows:
 
<TABLE>
<CAPTION>
                                                                                AMOUNT     PERCENTAGE
                                                                                  (IN       INCREASE/
                                                                               MILLIONS)   (DECREASE)
                                                                              -----------  -----------
<S>                                                                           <C>          <C>
Eastern Region:
  Southeast.................................................................   $   405.8          5.4%
  Midwest...................................................................       167.4          9.0%
Western Region:
  Southwest.................................................................       450.7          7.7%
  Pacific Coast.............................................................        96.8        (10.7)%
                                                                              -----------  -----------
Total.......................................................................   $ 1,120.7          5.2%
                                                                              -----------  -----------
                                                                              -----------  -----------
</TABLE>
 
    The 1995  increase  in  sales was  attributable  to  favorable  construction
markets,  particularly in the first half of the year, improvements in industrial
markets, and growth of sales in the utility and data communications markets. The
decrease in sales in the Pacific Coast region was the result of branch  closures
and  tighter  credit  policies  implemented  to  improve  the  quality  of trade
receivables. During 1995,  7 new  branches were  opened while  12 branches  were
closed.  The effect on sales in 1995 of openings and closings of branches during
the year was a reduction of sales of  $18.4 million, or 1.7% of 1994 sales.  The
branches closed during 1995 were marginally profitable or loss branches.
 
- GROSS PROFIT
 
    Gross profit in 1995 increased $17.6 million, or 8.3%, to $230.1 million. As
a  percentage of sales, gross  profit improved to 20.5%  from 19.9% in 1994. The
improvement in gross profit percentage of 0.6 percentage points can be  analyzed
as follows:
 
<TABLE>
<CAPTION>
                                                                                             PERCENTAGE
                                                                                              INCREASE/
                                                                                             (DECREASE)
                                                                                            -------------
<S>                                                                                         <C>
Change in the mix of sales from inventory vs. direct sales................................        (0.2)%
Trading margin improvement................................................................         0.5%
Effect of LIFO............................................................................         0.3%
                                                                                                 -----
Total Increase............................................................................         0.6%
                                                                                                 -----
                                                                                                 -----
</TABLE>
 
    Compared  to 1994, the percentage of total sales from inventory decreased by
two percentage  points. Inventory  sales have  historically had  a gross  margin
percentage  roughly  twice the  gross margin  percentage attributable  to direct
sales. The impact of the  change in the percentage  of inventory sales to  total
sales  on the total gross profit percentage  was a reduction of 0.2% compared to
1994. The percentages  of inventory sales  and direct sales  to total sales  can
vary  year to year and is influenced by  the level of activity in industrial and
construction project business in the markets we serve.
 
    During 1995, several gross  margin improvement initiatives were  implemented
which improved the total gross profit percentage by 0.5%. These initiatives were
mainly  centered around improved pricing capabilities through enhanced access to
inventory information attributable to the new  MIS system in two of our  Eastern
Region  operating divisions  and improved  controls over  price change authority
within our branches. These  improvements were tempered by  a lower gross  profit
percentage  on the  Company's utility  division's sales.  Many utility companies
have been consolidating  purchasing by  their operating units  and reducing  the
number  of their electrical product suppliers. This consolidation process, while
increasing sales  for  surviving  distributors such  as  the  Company's  utility
division, has resulted in pressures on pricing.
 
                                       9
<PAGE>
    In  1994, margins were unfavorably impacted  by the LIFO increment resulting
primarily from the 36% increase in  the price of copper, an important  component
of  certain products distributed by the Company. As of December 31, 1995, copper
prices had decreased 4.8% compared to a  year ago. Combined with a $7.4  million
decrease  in inventory (before LIFO reserves), the lower inflation in copper and
other product prices  had a favorable  0.3% impact on  1995 margins compared  to
1994.
 
- SELLING AND ADMINISTRATIVE EXPENSE
 
    Selling  and administrative expense decreased $3.7  million or 2.0% in 1995.
Included in  selling  and  administrative expense  for  1994  were  nonrecurring
charges  totalling $4.9 million related to the  resignation of an officer of the
Company, the relocation  of the corporate  office to Coral  Gables, Florida  and
replacement  of  certain  computer  systems  in  the  Company's  Eastern Region.
Excluding  these  nonrecurring  charges,  selling  and  administrative   expense
increased  $1.2  million or  0.7%  in 1995,  primarily  as a  result  of certain
expenses that increase with increased sales.  As a percentage of sales,  selling
and  administrative expense improved to 16.4% in  1995 compared to 17.6% in 1994
(17.1% excluding  1994 nonrecurring  charges), reflecting  the results  of  cost
reduction  initiatives  implemented in  the second  half of  1995 and  which are
continuing in 1996.
 
    Depreciation and amortization costs decreased $0.8 million in 1995  compared
to  1994.  Included  in  depreciation  expense  for  1994  was  $2.1  million in
accelerated depreciation due to the  replacement of certain computer systems  in
the  Company's Eastern Region. Excluding  this nonrecurring charge, depreciation
and amortization costs increased $1.3 million  in 1995 primarily as a result  of
depreciation on the new computer systems installed in the Eastern Region.
 
    The provisions for doubtful accounts decreased $2.8 million in 1995 compared
to  1994 as  a result  of initiatives in  1995 to  improve the  quality of trade
accounts receivable.
 
- INTEREST EXPENSE
 
    Interest expense decreased $1.9 million or  19.7% in 1995 compared to  1994.
The  Company reduced its  debt by $66.6  million during 1995  with existing cash
balances, operating  cash  flow  and  the conversion  of  $14.5  million  of  7%
Convertible  Subordinated Debentures Due  2014 into Common  Stock of the Company
(see Note 7  of the Notes  to the Consolidated  Financial Statements). In  1994,
interest  expense  of $2.0  million was  allocated  to the  discontinued apparel
operating results based upon net assets of the apparel operation.
 
- OTHER (EXPENSE) INCOME -- NET
 
    Other (expense) income -- net decreased from income in 1994 of $1.0  million
to  expense in 1995 of $1.0  million. Earnings from interest bearing investments
decreased in 1995  by $0.3 million  as a result  of using cash  funds to  reduce
debt.  The Company  paid to Rexel,  S. A. $0.9  million in 1995  pursuant to the
Services Agreement entered into in  November 1995 (see Note  15 of the Notes  to
the Consolidated Financial Statements). Additionally, $0.4 million in costs were
incurred  for  the  early  termination  of  The  Sacks  Group  Pension  Plan  in
association with the consolidation of  the Company's various benefit plans  into
one plan in 1995.
 
- INCOME FROM CONTINUING OPERATIONS
 
    Income  from continuing operations  increased to $21.1  million in 1995 from
$9.3 million in 1994 or 127.9%.  Excluding the $4.9 million ($2.7 million  after
tax)  in nonrecurring costs in 1994, income from continuing operations increased
76.0% in 1995 compared to 1994.
 
OPERATING RESULTS 1994 VS. 1993
 
- SALES
 
    Sales increased $544.0  million in 1994  to $1.066 billion.  Sales for  1994
included  a total of $560.8 million from  Summers and Sacks, which were acquired
in December 1993 and April  1993, respectively. Had these acquisitions  occurred
on  January 1, 1993, pro forma 1993 sales would be $958.5 million. The pro forma
sales increase  in  1994  of  11.2%  was  attributable  to  favorable  new  home
construction  markets and growth of sales in the utility and data communications
markets.
 
                                       10
<PAGE>
- GROSS PROFIT
 
    Gross margins declined in 1994 to 19.9% from 20.6% in 1993. This decline was
primarily attributable to the 36% increase  during 1994 in the price of  copper,
an important component of certain goods distributed by the Company. Over half of
this  increase occurred  in the  last four months  of the  year. While inflation
tends to improve the Company's margins, since so much of the increase in  copper
prices  occurred late  in the  year, the improved  margins could  not offset the
increase in  LIFO reserves  primarily caused  by the  inflation in  copper  wire
prices.
 
- SELLING AND ADMINISTRATIVE EXPENSE
 
    Selling  and administrative expense increased to $187.4 million in 1994 from
$90.4 million in 1993,  reflecting the additional  operations added through  the
above-mentioned acquisitions. As a percentage of sales, such expenses were 17.6%
in  1994 compared to 17.3% in 1993. Included in selling and administrative costs
for 1994 were nonrecurring charges  totaling $4.9 million consisting of  charges
primarily  associated with  the resignation of  an officer of  the Company ($2.1
million), the relocation of the corporate office to Coral Gables, Florida  ($0.7
million)  and replacement of  certain computer systems  in the Company's Eastern
Region ($2.1 million).  These nonrecurring costs  amounted to 0.5%  of sales  in
1994.  Depreciation and amortization increased to $9.7 million in 1994 from $5.2
million in  1993, reflecting  increased  amortization of  goodwill on  the  1993
acquisitions  of  Sacks and  Summers  and the  $2.1  million for  replacement of
computer systems.
 
- INTEREST EXPENSE
 
    Interest expense increased  to $9.6  million in  1994 from  $5.9 million  in
1993. While the Company reduced its borrowings $77.1 million by the end of 1994,
interest  expense increased due to additional debt arising in 1993 in connection
with the acquisitions of Sacks and Summers and the increase in interest rates on
short-term debt. Additionally, discontinued operations absorbed $2.0 million  in
interest expense in 1994 compared to $3.9 million in 1993.
 
- OTHER INCOME -- NET
 
    Other  income -- net increased to $1.0  million in 1994 from $0.7 million in
1993, primarily reflecting  higher earnings from  short-term investments  during
the second half of 1994.
 
- INCOME FROM CONTINUING OPERATIONS
 
    Income  from continuing  operations increased to  $9.3 million  in 1994 from
$6.9 million in  1993, reflecting  the additional operations  added through  the
acquisitions of Sacks and Summers in 1993.
 
DISCONTINUED OPERATIONS
 
    As  discussed above, the results of the Apparel Division are included in the
financial statements  as  discontinued  operations. Summarized  results  are  as
follows (000's):
 
<TABLE>
<CAPTION>
                                                                                     1994       1993
                                                                                   ---------  ---------
<S>                                                                                <C>        <C>
Sales............................................................................  $  40,819  $  76,850
                                                                                   ---------  ---------
                                                                                   ---------  ---------
Net Income.......................................................................  $     345  $   1,517
                                                                                   ---------  ---------
                                                                                   ---------  ---------
</TABLE>
 
    The  Apparel Division was sold July 13,  1994 and accordingly, sales and net
income of the Apparel Division reflect activity through that date.
 
INCOME TAXES
 
    The Company had  effective income tax  rates of  44%, 44% and  43% in  1995,
1994,  and 1993. The 1995 rate reflects the  impact of state and local taxes and
non-deductible goodwill amortization. The 1994  rate reflects the above as  well
as  an  increase  in the  deferred  tax  asset valuation  allowance  (related to
estimates of  federal  capital loss  and  state  and local  net  operating  loss
utilization),  reduced  by  the  current  deductibility  of  certain  prior year
transaction costs.
 
    Effective January 1, 1993, the Company changed its method of accounting from
the  deferred  method  to  the  liability  method  required  by  SFAS  No.  109,
"Accounting for Income Taxes" (see
 
                                       11
<PAGE>
Note  11 of  the Notes to  the Consolidated Financial  Statements). As permitted
under Statement 109, prior years'  financial statements have not been  restated.
The  cumulative effect of  adopting Statement 109  as of January  1, 1993 was to
increase net income by $660,000 or $.03 per share for 1993.
 
    As of December 31,  1995 and 1994, the  Company had recognized deferred  tax
assets  of $7.6 million  and $8.9 million,  respectively, arising primarily from
basis differences between  the recorded value  for financial reporting  purposes
and  tax basis  of accounts  receivable, inventory  and various  liabilities and
reserves, including  restructuring  and  transaction costs.  Such  deferred  tax
assets  have been  reduced by  a valuation  allowance of  $1.1 million  and $1.3
million in 1995 and 1994, respectively. In addition, the Company has  recognized
deferred  tax liabilities  totaling $5.0  million and  $9.4 million  in 1995 and
1994, respectively, arising principally  from a higher  recorded value over  tax
basis of property, plant and equipment and certain acquisitions.
 
FINANCIAL CONDITION
 
- ASSETS
 
    Total  assets at year end  1995 decreased $39.0 million  or 9.4% compared to
year end 1994. Cash decreased  $13.8 million as a  result of repayment of  debt.
Trade  accounts and notes receivables decreased $4.4 million or 3.1% as a result
of efforts  to improve  the quality  of trade  receivables, as  indicated by  an
improvement in the number of days sales represented by trade accounts receivable
to  46  days at  December 31,  1995 from  48 days  at December  31, 1994  and by
improvement of  the  ratio of  the  allowance  for doubtful  accounts  to  trade
accounts  and  notes receivables  to  1.9% at  December  31, 1995  from  2.8% at
December 31,  1994. Inventory  decreased $9.0  million or  8.1% as  a result  of
improved  inventory management. Inventory days increased  to 78 days at December
31, 1995 primarily as a result of favorable physical inventory results  recorded
in  the fourth  quarter. Investments  and noncurrent  receivables decreased $4.3
million primarily  as a  result of  the  sale, in  July 1995,  of the  note  and
warrants originally received by the Company as part of the consideration for the
sale of the Apparel Division in July 1994.
 
- LIABILITIES
 
    Total liabilities at year end 1995 decreased $73.9 million or 26.1% compared
to  year end 1994. Debt decreased $66.6 million or 55.7% during 1995 as a result
of repayments from existing cash balances, operating cash flow and conversion of
$14.5 million of  7% Convertible  Subordinated Debentures Due  2014 into  Common
Stock  of the  Company upon redemption  of the convertible  debentures in August
1995. Additionally,  trade  accounts  payable decreased  $9.0  million  or  7.8%
primarily as a result of the decrease in inventory and a change in payment terms
of a significant vendor.
 
    In  August 1995, the Company redeemed  all of its outstanding 7% Convertible
Subordinated Debentures due 2014, which had an original principal amount of  $50
million.  Of such  principal amount,  $35.5 million was  redeemed for  cash at a
redemption price of 102.8% of principal, plus accrued and unpaid interest to the
redemption date, or a total redemption payment of $36.5 million. The balance  of
the  debentures was converted in accordance with terms thereof into Common Stock
of the Company  at a  conversion price of  $9.57 per  share, or a  total of  1.5
million  shares. The  extraordinary charge to  earnings in  connection with this
redemption was approximately $2.2  million ($1.3 million after  tax or $.05  per
share).  These  charges result  primarily from  the premium  paid to  redeem the
debentures and the acceleration of  unamortized financing costs associated  with
the issuance of the debentures in 1989.
 
- FINANCIAL LEVERAGE
 
    On August 8, 1995, the Company amended and restated its Revolving Credit and
Reimbursement  Agreement (the "Credit Agreement"),  with NationsBank of Florida,
N.A., and  Credit  Lyonnais  New  York  Branch to  add  Societe  Generale  as  a
participant in the facility and to provide for borrowings through August 1, 2000
of  up to $100  million. Interest on  borrowings under such  facility will be at
NationsBank's prime rate,  or at a  rate based  on rates in  the certificate  of
deposit market or LIBOR
 
                                       12
<PAGE>
plus  a  margin,  which  margin  varies  depending  on  the  Company's financial
performance.  The  Credit  Agreement   includes  various  covenants,   including
restrictions  on liens, debt and lease obligations and requirements that certain
financial ratios be maintained.
 
    To offset the variable rate characteristic of its revolving line of  credit,
the  Company  entered  into  interest  rate  swap  agreements  with  major banks
resulting in fixed interest rates of  6.31% applicable to $15 million from  June
24, 1996 through June 25, 2001 and 6.435% on an additional $15 million from June
24,  1996 through  June 23, 2003.  As of December  31, 1995, about  15.2% of the
Company's debt was exposed to variable interest rates, up from none at  December
31, 1994.
 
    The  Company's debt to equity ratio (defined  as the ratio of debt including
capital lease  obligations  to total  stockholders'  equity)  was 0.3  to  1  at
December 31, 1995 compared to 0.9 to 1 at December 31, 1994.
 
- STOCKHOLDERS' EQUITY
 
    Stockholders'  Equity at year end 1995 increased $34.9 million or 26.5% from
year end 1994. The  increase is due  primarily to a  64.2% increase in  retained
earnings resulting from net income of $19.8 million and a $14.5 million increase
in  common stock and capital surplus  associated with the conversion into common
stock of $14.5 million of 7% Convertible Subordinated Debentures redeemed by the
Company in August 1995.
 
    Based on income from continuing operations, the Company's return on  average
stockholders' equity was 14.4% for 1995 compared to 7.7% for 1994.
 
CASH FLOWS
 
- NET CASH PROVIDED BY OPERATING ACTIVITIES
 
    Net  cash provided by operating activities in 1995 increased $8.6 million or
26.1% over 1994  and in  1994 increased  $27.3 million  or 472%  over 1993.  The
improvement   in  1995   over  1994  was   primarily  the   result  of  improved
profitability, improvement  in  the quality  of  trade accounts  receivable  and
reduction  in  inventory through  better management,  which  was offset  to some
degree by a reduction in trade accounts payable associated with the reduction in
inventory and a change in payment terms of a significant vendor.
 
    The improvement in 1994 over 1993 was primarily the result of improvement in
trade working  capital  and  a  full  year's  operating  income  from  the  1993
acquisitions of Sacks and Summers.
 
- NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES
 
    Investing  activities over the past three years reflect cash used to upgrade
fixed assets and make acquisitions and cash provided through the sale of certain
operating segments. In November 1995, the Company acquired the assets of  Davies
Electric,  Little Rock,  Arkansas for $2.4  million, requiring a  cash outlay of
$1.7 million at closing. In  1994, capital expenditures were  up as a result  of
upgrading computer systems in the Eastern Region. Additionally, $37.2 million in
cash  was generated from the sale of  the Apparel Division. In 1993, the Company
acquired Sacks and Summers at a  cash outlay of $68.3 million (see  "Significant
Transactions" above for further details).
 
- NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
 
    In  1995, the Company  used cash to  redeem $35.5 million  in 7% Convertible
Subordinated Debentures and  pay off the  4.375% Senior Note  due June 30,  1995
which  was associated with the acquisition of  Summers. As of December 31, 1995,
the Company had  $8.1 million outstanding  on its revolving  line of credit.  In
1994,  the Company received a capital infusion  from the sale of common stock to
Rexel, S. A.  totalling $31.0 million.  These funds, along  with cash  generated
from  operating activities  and investing activities,  were used  to repay $61.5
million in revolving credit and $15.6 million in other financial debt. In  1993,
the  Company borrowed $61.5 million  under its revolving line  of credit to fund
the acquisition of Summers.
 
                                       13
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
 
    The Company's working capital requirements  are generally met by  internally
generated funds and short-term borrowings under the Credit Agreement. Management
believes  sufficient cash resources  will be available  to support its long-term
growth strategies through  internally generated funds,  credit arrangements  and
the ability of the Company to obtain additional financing. However, no assurance
can be given that financing will continue to be available on attractive terms.
 
    On  September 19, 1995, the Company announced its intention to repurchase up
to two million shares of its common stock on the open market. As of December 31,
1995, no shares have been purchased.
 
    The Company regularly reviews possible  acquisitions of businesses, and  may
from  time  to time,  in the  future, acquire  other businesses.  Otherwise, the
Company expects to make $5.9 million of capital expenditures in 1996.
 
    The Company continually  reviews the impact  of inflation. Pricing  policies
are  reviewed regularly and, to the extent permitted by competition, the Company
passes increased  costs on  by  increasing the  sales  price. The  Company  will
continue  to monitor the impact of inflation  and will consider these matters in
setting its pricing policies.
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
    The following financial statements, supplementary financial information  and
schedules are filed as part of this Report:
 
<TABLE>
<S>                                                                              <C>
Report of Independent Accountants
 
Financial Statements:
 
Consolidated Balance Sheets,
  December 31, 1995 and 1994
Consolidated Statements of Income,
  Years Ended December 31, 1995, 1994 and 1993
Consolidated Statement of Changes in Stockholders' Equity,
  Years Ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows,
  Years Ended December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
 
Supplementary Financial Information
 
Financial Statement Schedule:
  Schedule II -- Valuation and Qualifying Accounts,
    Years Ended December 31, 1995, 1994 and 1993
</TABLE>
 
    All  schedules not mentioned above are omitted  for the reason that they are
not required  or are  not applicable,  or  the information  is included  in  the
Consolidated Financial Statements or the Notes thereto.
 
    The  foregoing financial statements are incorporated by reference in certain
registration statements on Form S-8 of the Company and the prospectuses relating
thereto in reliance upon the report of Coopers & Lybrand L. L. P. pertaining  to
such  financial statements given upon  the authority of such  firm as experts in
accounting and auditing.
 
                                       14
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF REXEL, INC.:
 
    We have  audited the  consolidated financial  statements and  the  financial
statement schedule of Rexel, Inc. and subsidiaries listed in Item 8 of this Form
10-K.  These  financial  statements  and financial  statement  schedule  are the
responsibility of the Company's management. Our responsibility is to express  an
opinion  on these financial statements and financial statement schedule based on
our audits.
 
    We conducted  our  audits in  accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
    In our opinion, the financial  statements referred to above present  fairly,
in all material respects, the consolidated financial position of Rexel, Inc. and
subsidiaries  as of December 31,  1995 and 1994 and  the consolidated results of
their operations and their cash flows for each of the three years in the  period
ended  December  31,  1995  in  conformity  with  generally  accepted accounting
principles. In  addition,  in  our opinion,  the  financial  statement  schedule
referred to above, when considered in relation to the basic financial statements
taken  as a  whole, presents fairly,  in all material  respects, the information
required to be included therein.
 
    As discussed in Note  11 of the consolidated  financial statements, in  1993
the Company changed its method of accounting for income taxes.
 
                                          /s/ COOPERS & LYBRAND L.L.P.
 
                                          Coopers & Lybrand L.L.P.
 
Miami, Florida
February 23, 1996
 
                                       15
<PAGE>
                                  REXEL, INC.
                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1995 AND 1994
                             (DOLLARS IN THOUSANDS)
 
                                     ASSETS
 
<TABLE>
<CAPTION>
                                                                                             1995         1994
                                                                                          -----------  -----------
<S>                                                                                       <C>          <C>
Current assets:
  Cash and cash equivalents.............................................................  $    10,013  $    23,843
  Accounts and notes receivable, less allowance for doubtful accounts of $2,680 in 1995
   and $4,149 in 1994...................................................................      138,604      142,997
  Inventories...........................................................................      102,239      111,276
  Income taxes receivable...............................................................      --             3,385
  Prepaid expenses and other current assets.............................................        8,344        8,930
  Deferred income taxes.................................................................        3,849        1,888
                                                                                          -----------  -----------
    Total current assets................................................................      263,049      292,319
Investments and noncurrent receivables..................................................        1,069        5,330
Fixed assets, at cost:
  Land..................................................................................        8,196        8,148
  Buildings and leasehold improvements..................................................       26,531       26,077
  Machinery, equipment and other tangible property......................................       37,861       37,048
                                                                                          -----------  -----------
                                                                                               72,588       71,273
  Less, accumulated depreciation and amortization.......................................       23,135       19,419
                                                                                          -----------  -----------
  Fixed assets -- net...................................................................       49,453       51,854
                                                                                          -----------  -----------
Other assets............................................................................        2,135        3,759
Deferred income taxes...................................................................          834        1,253
Goodwill, net of accumulated amortization of $6,996 in 1995 and $5,355 in 1994..........       58,953       59,972
                                                                                          -----------  -----------
                                                                                          $   375,493  $   414,487
                                                                                          -----------  -----------
                                                                                          -----------  -----------
                                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Short-term debt.......................................................................  $     8,050  $   --
  Current portion of long-term debt.....................................................        7,757       24,894
  Accounts and notes payable -- trade, and other liabilities............................      147,031      155,282
  Income taxes payable..................................................................        3,725      --
  Deferred income taxes.................................................................      --               630
                                                                                          -----------  -----------
    Total current liabilities...........................................................      166,563      180,806
Long-term debt..........................................................................       37,219       94,761
Other long-term liabilities.............................................................        3,363        4,440
Deferred income taxes...................................................................        2,029        3,028
Commitments and contingencies (Note 12)
Stockholders' equity:
  Preferred stock (authorized 2,000,000 shares, none issued)............................      --           --
  Common stock (26,258,133 and 24,705,233 shares issued in 1995 and 1994)...............       26,258       24,705
  Capital surplus.......................................................................       94,206       81,354
  Retained earnings.....................................................................       50,580       30,805
  Unrealized losses on marketable equity securities.....................................      --              (875)
  Treasury stock, at cost (609,143 and 591,095 shares in 1995 and 1994).................       (4,725)      (4,537)
                                                                                          -----------  -----------
    Total stockholders' equity..........................................................      166,319      131,452
                                                                                          -----------  -----------
                                                                                          $   375,493  $   414,487
                                                                                          -----------  -----------
                                                                                          -----------  -----------
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                       16
<PAGE>
                                  REXEL, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                             1995           1994          1993
                                                                         -------------  -------------  -----------
<S>                                                                      <C>            <C>            <C>
Net sales..............................................................  $   1,120,688  $   1,065,543  $   521,519
Cost of goods sold.....................................................        890,605        853,041      414,027
                                                                         -------------  -------------  -----------
    Gross profit.......................................................        230,083        212,502      107,492
Selling and administrative expense.....................................        183,747        187,423       90,365
                                                                         -------------  -------------  -----------
    Operating profit...................................................         46,336         25,079       17,127
Interest expense.......................................................          7,688          9,577        5,890
Other (expense) income -- net                                                     (969)         1,026          691
                                                                         -------------  -------------  -----------
    Income from continuing operations before income taxes..............         37,679         16,528       11,928
Income tax provision...................................................         16,579          7,270        5,038
                                                                         -------------  -------------  -----------
    Income from continuing operations..................................         21,100          9,258        6,890
Income from discontinued operations, net of income tax of $1,303.......       --             --              1,517
Loss on disposal of discontinued operations, net of income tax benefit
 of $256...............................................................       --                 (327)     --
                                                                         -------------  -------------  -----------
    Income before extraordinary charge and cumulative effect of
     accounting change.................................................         21,100          8,931        8,407
Extraordinary charge, net of income tax................................         (1,325)      --            --
Cumulative effect of accounting change for income taxes................       --             --                660
                                                                         -------------  -------------  -----------
    Net income.........................................................  $      19,775  $       8,931  $     9,067
                                                                         -------------  -------------  -----------
                                                                         -------------  -------------  -----------
Income (loss) per common share:
    Primary
      Income from continuing operations................................  $         .85  $         .39  $       .33
      Income (loss) from discontinued operations, net of income
       taxes...........................................................       --                 (.01)         .07
      Extraordinary charge.............................................           (.05)      --            --
      Cumulative effect of accounting change for income taxes..........       --             --                .03
                                                                         -------------  -------------  -----------
      Net income.......................................................  $         .80  $         .38  $       .43
                                                                         -------------  -------------  -----------
                                                                         -------------  -------------  -----------
    Fully Diluted (a)
      Income from continuing operations................................  $         .79
      Income (loss) from discontinued operations, net of income
       taxes...........................................................       --
      Extraordinary charge.............................................           (.05)
      Cumulative effect of accounting change for income taxes..........       --
                                                                         -------------
      Net Income.......................................................  $         .74
                                                                         -------------
                                                                         -------------
Average number of common and common equivalent shares..................
  Primary..............................................................         24,949         23,765       20,970
                                                                         -------------  -------------  -----------
                                                                         -------------  -------------  -----------
  Fully Diluted........................................................         28,214
                                                                         -------------
                                                                         -------------
</TABLE>
 
------------------------
(a) Fully diluted income (loss) per share data is not presented in 1994 and 1993
    as the impact is anti-dilutive.
 
          See accompanying notes to consolidated financial statements.
 
                                       17
<PAGE>
                                  REXEL, INC.
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                                 UNREALIZED
                                                       COMMON                       CUMULATIVE   LOSSES ON
                                                       STOCK                         FOREIGN     MARKETABLE   TREASURY
                                                       TO BE    CAPITAL  RETAINED   TRANSLATION    EQUITY     STOCK, AT
                                        COMMON STOCK   ISSUED   SURPLUS  EARNINGS   ADJUSTMENT   SECURITIES     COST       TOTAL
                                        ------------   ------   -------  --------   ----------   ----------   ---------   --------
<S>                                     <C>            <C>      <C>      <C>        <C>          <C>          <C>         <C>
Balance at January 1, 1993............    $20,586      $ 628    $53,818  $ 12,807    $(1,186)      $--         $ (2,426)  $ 84,227
Net income............................                                      9,067                                            9,067
Issuance of 628,430 shares............        628       (628)
Foreign translation adjustment........                                                  (147)                                 (147)
Marketable equity security
 adjustment...........................                                                              (625)                     (625)
                                        ------------   ------   -------  --------   ----------   ----------   ---------   --------
Balance at December 31, 1993..........     21,214       --       53,818    21,874     (1,333)       (625)        (2,426)    92,522
Net income............................                                      8,931                                            8,931
Issuance of 3,491,280 shares..........      3,491                27,536                                                     31,027
Foreign translation adjustment........                                                   378                                   378
Sale of apparel parts and supplies
 distribution business................                                                   955                     (2,111)    (1,156)
Marketable equity security
 adjustment...........................                                                              (250)                     (250)
                                        ------------   ------   -------  --------   ----------   ----------   ---------   --------
Balance at December 31, 1994..........     24,705       --       81,354    30,805      --           (875)        (4,537)   131,452
Net Income............................                                     19,775                                           19,775
Issuance of 1,517,000 shares upon
 conversion of 7% Convertible
 Subordinated Debentures, net of
 expenses.............................      1,517                12,649                                                     14,166
Issuance of 35,900 shares pursuant to
 Stock Incentive Plan and 18,048
 treasury shares acquired as
 payment..............................         36                   203                                            (188)        51
Marketable equity security
 adjustment...........................                                                               875                       875
                                        ------------   ------   -------  --------   ----------   ----------   ---------   --------
Balance at December 31, 1995..........    $26,258      $--      $94,206  $ 50,580    $ --          $--         $ (4,725)  $166,319
                                        ------------   ------   -------  --------   ----------   ----------   ---------   --------
                                        ------------   ------   -------  --------   ----------   ----------   ---------   --------
 
                                   See accompanying notes to consolidated financial statements.
</TABLE>
 
                                       18
<PAGE>
                                  REXEL, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                                        1995      1994      1993
                                                                                                      --------  --------  --------
<S>                                                                                                   <C>       <C>       <C>
Cash flows from operating activities:
  Net income........................................................................................  $ 19,775  $  8,931  $  9,067
                                                                                                      --------  --------  --------
  Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation and amortization...................................................................     8,949     9,718     5,161
    Provision for losses on accounts receivable.....................................................       827     3,600     2,154
    Deferred income taxes...........................................................................    (4,773)    3,070     5,639
    Loss on redemption of 7% Convertible Subordinated Debentures....................................     2,162     --        --
    Gain on sale of investments.....................................................................      (991)    --        --
    Provision for loss on investment and noncurrent receivable......................................     1,975     --        --
    Loss on sale of apparel division................................................................     --        1,200     --
    Cumulative effect of accounting change for income taxes.........................................     --        --         (660)
    Changes in assets and liabilities, net of effect of acquisitions and sale of net assets:
      Accounts and notes receivable.................................................................     4,651   (17,209)    6,107
      Inventories...................................................................................    10,008     5,209     1,054
      Prepaid expenses and other current assets.....................................................       590       114      (124)
      Accounts and notes payable -- trade, and other liabilities....................................    (9,997)   20,434   (19,292)
      Income taxes payable..........................................................................     8,712    (1,931)   (1,372)
    Net payments for transaction costs..............................................................      (685)   (1,208)     (777)
    Net payments for restructuring activities.......................................................     --         (124)   (1,302)
    Other, net......................................................................................       560     1,313       135
                                                                                                      --------  --------  --------
      Total adjustments.............................................................................    21,988    24,186    (3,277)
                                                                                                      --------  --------  --------
      Net cash provided by operating activities.....................................................    41,763    33,117     5,790
                                                                                                      --------  --------  --------
Cash flows from investing activities:
  Capital expenditures..............................................................................    (5,052)  (12,094)   (5,381)
  Cost of acquisitions, net of cash acquired........................................................    (1,720)    --      (68,329)
  Proceeds from sale of net assets..................................................................     4,050    37,199     --
  Contingent payments to former shareholders of acquired businesses.................................     --       (5,250)    --
  Sale of short-term investments....................................................................     --        --       12,874
  Other investing activities........................................................................       761    (2,211)   (1,963)
                                                                                                      --------  --------  --------
  Net cash (used in) provided by investing activities...............................................    (1,961)   17,644   (62,799)
                                                                                                      --------  --------  --------
Cash flows from financing activities:
  Net borrowings (payments) under line of credit arrangements.......................................     8,050   (61,500)   61,500
  Redemption of 7% Convertible Subordinated Debentures..............................................   (36,780)    --        --
  Proceeds from exercise of stock options...........................................................        51     --        --
  Proceeds from issuance of common stock to Rexel, S.A., net of issuance costs......................     --       31,027     --
  Other debt payments and financing activities, net.................................................   (24,953)  (15,576)     (927)
                                                                                                      --------  --------  --------
  Net cash (used in) provided by financing activities...............................................   (53,632)  (46,049)   60,573
                                                                                                      --------  --------  --------
  Net (decrease) increase in cash and cash equivalents..............................................   (13,830)    4,712     3,564
Cash and cash equivalents at beginning of year......................................................    23,843    19,131    15,567
                                                                                                      --------  --------  --------
Cash and cash equivalents at end of year............................................................  $ 10,013  $ 23,843  $ 19,131
                                                                                                      --------  --------  --------
                                                                                                      --------  --------  --------
</TABLE>
 
                                       19
<PAGE>
                                  REXEL, INC.
               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                        1995      1994      1993
                                                                                                      --------  --------  --------
<S>                                                                                                   <C>       <C>       <C>
Supplemental disclosure of cash flow information:
  Cash paid during the year for:
    Interest........................................................................................  $  9,427  $ 11,660  $  9,779
    Income taxes....................................................................................  $ 11,352  $  5,660  $  1,183
Supplemental information of businesses acquired:
  Fair value of assets acquired.....................................................................  $  3,350  $  --     $179,113
  Liabilities assumed...............................................................................      (972)    --      (79,490)
  Liability issued to seller........................................................................      (658)    --      (25,000)
                                                                                                      --------  --------  --------
  Cash paid.........................................................................................  $  1,720  $  --     $ 74,623
                                                                                                      --------  --------  --------
                                                                                                      --------  --------  --------
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                       20
<PAGE>
                                  REXEL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
(A) CONSOLIDATION
 
    The  consolidated financial statements  include the accounts  of the Company
and all  of  its subsidiaries.  All  significant intercompany  transactions  and
balances  have  been  eliminated. The  Company's  continuing  operations consist
solely of the distribution of electrical parts and supplies, principally in  the
southern United States.
 
(B) USE OF ESTIMATES
 
    The  preparation  of  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported amounts  of  assets and  liabilities and
disclosure of contingent assets  and liabilities at the  dates of the  financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting periods. Actual results could differ from those estimates.
 
(C) CASH AND CASH EQUIVALENTS
 
    Highly liquid  investments with  a maturity  of three  months or  less  when
purchased are generally considered to be cash equivalents. The Company maintains
its  cash  in bank  deposit  accounts which  at  times exceed  federally insured
limits. The Company has not experienced any losses in such accounts.
 
(D) INVENTORIES
 
    Inventories are stated at  the lower of LIFO  cost or market for  continuing
operations.   Had  the  FIFO  method  been  used  to  value  inventories,  total
inventories would have increased  $14,514 and $12,867 at  December 31, 1995  and
1994, respectively.
 
(E) INVESTMENTS AND NONCURRENT RECEIVABLES
 
    Investments  and noncurrent receivables  are stated at the  lower of cost or
net realizable value.
 
    Effective January  1,  1994,  the Company  adopted  Statement  of  Financial
Accounting  Standards No. 115,  "Accounting for Certain  Investments in Debt and
Equity Securities". At December 31, 1994, the Company classified its investments
in debt securities as "Trading", and these investments were included as part  of
Cash  and Cash Equivalents based  on their liquidity. At  December 31, 1995, the
Company had  no  such investments.  Also,  at  December 31,  1994,  the  Company
classified its investments in equity securities as "Available-for-Sale", and the
fair  value of these securities at such date was approximately $625. At December
31,  1995,  the  cost  of  these  securities  was  fully  reserved  for  in  the
accompanying financial statements.
 
(F) DEPRECIATION AND AMORTIZATION
 
    Depreciation, computed by means of straight-line and accelerated methods, is
based   on  the  estimated  useful  lives   of  the  related  assets.  Leasehold
improvements are amortized over their respective lease terms or their  estimated
useful lives, if shorter.
 
    Goodwill,  representing  the  cost  in  excess  of  net  assets  of acquired
businesses, is being amortized  over 40 years. At  each balance sheet date,  the
Company  reviews  the carrying  value  of goodwill  in  relation to  current and
expected operating results of the businesses which benefit therefrom in order to
assess whether there has been a permanent impairment of goodwill.
 
(G) FORWARD EXCHANGE CONTRACTS
 
    Solely in  connection  with  the apparel  parts  and  supplies  distribution
business,  which was  sold on  July 13, 1994,  the Company  entered into forward
exchange contracts in limited  circumstances as a  hedge against purchases  with
extended terms denominated in foreign currency. These contracts were used by the
Company  to minimize exposure and reduce risk from exchange rate fluctuations in
the
 
                                       21
<PAGE>
                                  REXEL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
regular course of  its foreign  apparel business.  Gains and  losses on  forward
contracts  were deferred and included in  the measurement of the related foreign
currency transaction. Cash provided and  used for forward contracts is  included
in the cash flows resulting from changes in accounts and notes payable -- trade.
 
(H) EARNINGS PER SHARE
 
    Primary  earnings  per share  are based  on the  weighted average  number of
common and common equivalent shares  outstanding during the year. Fully  diluted
earnings  per share assume the conversion  of the convertible debentures and the
resultant reduction in interest costs, net of tax.
 
(I) FUTURE IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 
    In March  1995,  the  Financial Accounting  Standards  Board  (FASB)  issued
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of Long-lived Assets  and for Long-lived Assets  to be Disposed  Of."
This  statement applies to financial statements for fiscal years beginning after
December 15, 1995, and requires that long-lived assets and certain  identifiable
intangible  assets to be held or used by the Company, be reviewed for impairment
whenever events or changes in circumstances indicate the carrying amount of such
assets may not be recoverable.  Impairments determined under this statement  are
recognized  as losses in the current period. It is management's opinion that the
adoption of this statement will not  have a significant effect on the  Company's
financial statements.
 
    In  October 1995,  the FASB  also issued  Statement of  Financial Accounting
Standards No.  123, "Accounting  for Stock-Based  Compensation". This  statement
establishes   financial  accounting  and  reporting  standards  for  stock-based
employee compensation plans. It  encourages, but does  not require companies  to
recognize  compensation expense  for grants  of stock,  stock options  and other
equity instruments  to  employees based  on  new fair  value  accounting  rules.
Companies  that choose not to adopt the  new fair value accounting rules will be
required to disclose proforma  net income and earnings  per share under the  new
method.  The  Company anticipates  adopting  the disclosure  provisions  of this
statement, although the impact of such disclosure has not been determined.
 
2.  NAME CHANGE
    On May 15, 1995, the Company's Certificate of Incorporation was amended  and
restated  to provide,  among other  things, for  the change  of the  name of the
Company to Rexel, Inc.
 
3.  SIGNIFICANT TRANSACTIONS
    On November 12, 1992, pursuant to a Purchase Agreement dated April 22,  1992
among  the  Company,  Rexel, S.A.,  International  Technical  Distributors, Inc.
("ITD"), a subsidiary  of Rexel,  S. A.,  and Southern  Electric Supply  Company
("SES"),  a  subsidiary  of  ITD  engaged  in  the  distribution  of  electrical
components and supplies, the  Company issued to Rexel,  S. A. and ITD  6,284,301
shares of the Company's Common Stock in exchange for all of the stock of SES and
$9,885 in cash.
 
    On  March 1, 1994,  the Company sold  to Rexel, S.A.  3,491,280 newly issued
shares of Company Common Stock for a total cash purchase price of $31,422, which
was used  to repay  short-term debt.  As  a result,  Rexel, S.A.  increased  its
beneficial  ownership of the outstanding Common Stock of the Company from 30% to
40%. As  of March  1, 1996,  Rexel, S.A.  had further  increased its  beneficial
ownership to approximately 46%.
 
                                       22
<PAGE>
                                  REXEL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
4.  ACQUISITIONS
    On April 12, 1993, the Company acquired the common stock of Sacks Electrical
Supply  Co. ("Sacks"), a distributor of  electrical supplies and components with
three  locations  in  Ohio,  for  $13.9  million  (including  $0.3  million   of
acquisition costs).
 
    On  December  17, 1993,  the Company  acquired the  common stock  of Summers
Group, Inc. ("Summers")  for $60 million  in cash and  a $25 million  three-year
note  issued to the seller, plus contingent consideration to be determined based
on defined  profits of  Summers, subject  to a  maximum purchase  price of  $120
million.  On December  22, 1994,  the Company  reached an  agreement pursuant to
which the Company paid $5.25  million in cash and agreed  to pay the balance  of
the  $25 million note ($16.7 million) prior to June 30, 1995, and the contingent
consideration was  cancelled.  The additional  payments,  plus $0.7  million  of
acquisition  costs, bring the total purchase price to $90.95 million. Summers is
a distributor of  electrical parts  and supplies with  locations principally  in
Texas, Oklahoma, Louisiana, Arkansas, Arizona, Colorado and California.
 
    Each  of these 1993  acquisitions has been  recorded as a  purchase, and the
excess of  the total  purchase  price over  the fair  value  of the  net  assets
acquired  ($6.8  million  for Sacks  and  $25.6  million for  Summers)  is being
amortized over 40 years. Sacks' and Summers' results of operations are  included
in the Company's financial statements from the respective dates of acquisition.
 
    The  following table summarizes the effect  on consolidated sales and income
from continuing operations of  the Company for 1993,  on an unaudited pro  forma
basis,  assuming the Sacks  and Summers acquisitions had  been consummated as of
January 1, 1992, the year preceding the year of acquisition:
 
<TABLE>
<CAPTION>
                                                                                                1993
                                                                                             -----------
<S>                                                                                          <C>
Sales......................................................................................  $   958,518
                                                                                             -----------
                                                                                             -----------
Income from continuing operations..........................................................  $    12,622
                                                                                             -----------
                                                                                             -----------
Income per share from continuing operations................................................  $       .60
                                                                                             -----------
                                                                                             -----------
</TABLE>
 
    The pro forma results are not necessarily indicative of what actually  would
have  occurred if the  acquisitions had been  in effect at  the beginning of the
period or are they necessarily indicative of future consolidated results.
 
5.  DISCONTINUED OPERATIONS
    In the fourth quarter of 1993, the Company decided to sell its apparel parts
and supplies distribution business ("Apparel") and engaged an investment banking
firm, of which a director of the Company is president, to seek a purchaser.  The
sale  was consummated on July 13, 1994 for consideration valued at approximately
$44.0 million, consisting of cash of $38.6 million ($37.2 million net of costs),
a $3.0 million  subordinated note  from the buyer  valued at  $2.3 million  (the
"Note"),  warrants to  purchase approximately  15% of  the buyer  valued at $0.7
million (the "Warrant) and 324,814 shares of Company common stock valued at $2.1
million. The  net proceeds  from the  sale approximated  book value  of the  net
assets  sold, but resulted in a loss on  disposal of $0.7 million, net of taxes,
due primarily  to the  recognition of  previously established  deferred  foreign
translation  adjustments. In  connection with  the sale,  the investment banking
firm was paid $0.5 million. On July 26, 1995, the Company sold the note, warrant
and certain other assets with a total aggregate book value of approximately $3.1
 
                                       23
<PAGE>
                                  REXEL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
5.  DISCONTINUED OPERATIONS (CONTINUED)
million to the buyer  for cash of approximately  $4.1 million. This business  is
included in the Consolidated Statements of Income as discontinued operations for
all  periods  presented.  Summarized  results  of  the  discontinued  operations
(excluding the loss on disposal) are as follows:
 
<TABLE>
<CAPTION>
                                                                                     1994       1993
                                                                                   ---------  ---------
<S>                                                                                <C>        <C>
Sales............................................................................  $  40,819  $  76,850
                                                                                   ---------  ---------
                                                                                   ---------  ---------
Net income.......................................................................  $     345  $   1,517
                                                                                   ---------  ---------
                                                                                   ---------  ---------
</TABLE>
 
    Interest expense of $1,983 and $3,927 for the years ended December 31,  1994
and  1993, respectively, have been allocated  to Apparel operating results based
upon net assets of the Apparel operation.
 
6.  SHORT-TERM DEBT
    On August 8, 1995, the Company amended and restated its Revolving Credit and
Reimbursement Agreement (the "Credit  Agreement"), with NationsBank of  Florida,
N.A.,  and  Credit  Lyonnais  New  York Branch  to  add  Societe  Generale  as a
participant in the facility and to provide for borrowings through August 1, 2000
of up to $100  million. Interest on  borrowings under such  facility will be  at
NationsBank's  prime rate,  or at a  rate based  on rates in  the certificate of
deposit market or  LIBOR plus  a margin, which  margin varies  depending on  the
Company's   financial  performance.   The  Credit   Agreement  includes  various
covenants, including  restrictions  on liens,  debt  and lease  obligations  and
requirements that certain financial ratios be maintained.
 
    To  offset the variable rate characteristic of its revolving line of credit,
the Company  entered  into  interest  rate  swap  agreements  with  major  banks
resulting  in fixed interest rates of 6.31%  applicable to $15 million from June
24, 1996 through June 25, 2001 and 6.435% on an additional $15 million from June
24, 1996 through June 23, 2003.
 
7.  LONG-TERM DEBT
    Long-term debt, less current installments, consists of:
 
<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,
                                                                                 ----------------------
                                                                                   1995        1994
                                                                                 ---------  -----------
<S>                                                                              <C>        <C>
9.78% Senior Notes due March 15, 2001..........................................  $  42,860  $    50,000
7% Convertible Subordinated Debentures, due August 1, 2014.....................     --           50,000
4.375% Senior Note due June 30, 1995...........................................     --           16,667
Other notes payable............................................................      2,116        2,988
                                                                                 ---------  -----------
                                                                                    44,976      119,655
  Less, current installments...................................................      7,757       24,894
                                                                                 ---------  -----------
                                                                                 $  37,219  $    94,761
                                                                                 ---------  -----------
                                                                                 ---------  -----------
</TABLE>
 
    The 9.78%  Senior  Notes  are  payable  ratably  over  a  seven-year  period
commencing March 15, 1995 with interest payable semi-annually at a rate of 9.78%
per annum. Under the terms of the Senior Notes (as amended), the Company may pay
dividends  and  make other  restricted payments  (as defined)  to the  extent of
$26,000 plus 50% of  consolidated net income (as  defined) since August 8,  1995
plus  certain  other  amounts and  is  subject  to certain  restrictions  on the
incurrence of  additional debt  and other  transactions and  to other  covenants
calling for minimum levels of working capital and certain financial ratios.
 
                                       24
<PAGE>
                                  REXEL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
7.  LONG-TERM DEBT (CONTINUED)
    On  August  11,  1995,  the  Company  redeemed  all  of  its  outstanding 7%
Convertible Subordinated Debentures  due 2014, which  had an original  principal
amount  of $50 million. Of such principal amount, $35.5 million was redeemed for
cash at  a redemption  price of  102.8% of  principal, plus  accrued and  unpaid
interest to the redemption date, or a total redemption payment of $36.5 million.
The balance of the Debentures was converted in accordance with the terms thereof
into  Common Stock of the Company at a conversion price of $9.57 per share, or a
total of 1,517,000 shares. Results for  1995 include an extraordinary charge  of
approximately  $2.2  million  ($1.3 million  after  tax  or $.05  per  share) in
connection with the redemption. These charges result primarily from the  premium
paid  to redeem  the Debentures  and the  acceleration of  unamortized financing
costs associated with the issuance of the Debentures in 1989.
 
    The 4.375%  Senior Note  was issued  to the  seller in  connection with  the
Summers acquisition and was paid with interest in June 1995 (see Note 4).
 
    Long-term debt maturities during the next five years are as follows:
 
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,                                                                         AMOUNT
----------------------------------------------------------------------------------------------  ---------
<S>                                                                                             <C>
1996..........................................................................................  $   7,757
1997..........................................................................................      7,770
1998..........................................................................................      7,694
1999..........................................................................................      7,433
2000..........................................................................................      7,182
</TABLE>
 
    Based  on borrowing rates  currently available to  the Company for long-term
debt with similar terms and average  maturities, and the quoted market price  of
the Company's Convertible Debentures (at December 31, 1994 only), the fair value
of  the  Company's indebtedness  was approximately  $50,197  and $113,000  as of
December 31, 1995 and 1994.
 
8.  STOCKHOLDERS' EQUITY
    On May 15, 1995, the Company's Certificate of Incorporation was amended  and
restated  to, among  other things, increase  the number of  authorized shares of
Common Stock of  the Company  from 35,000,000  to 45,000,000,  to eliminate  the
authorization  for 600,000 shares of  Preferred Stock and to  change the name of
"Preference Stock" to "Preferred Stock"  (2,000,000 shares of which continue  to
be authorized).
 
    At  December  31, 1995  1,779,853 shares  of common  stock are  reserved for
issuance pursuant to the Company's Stock Incentive Plan.
 
    On September 19, 1995, the Board of Directors authorized the purchase of  up
to 2,000,000 shares of the Company's outstanding common stock from time to time,
in  open market transactions or otherwise.  Such purchases, if commenced, may be
suspended or discontinued  at any time.  As of December  31, 1995, no  purchases
have been made under this program.
 
9.  STOCK OPTION PLANS
    Under the Company's 1988 and 1985 Stock Option Plans, options to purchase up
to  2,266,667  shares and  829,630 shares  of  common stock,  respectively, were
available to  be  granted  to  key  employees of  the  Company.  The  1985  plan
terminated  on January 15, 1995. The 1988  Plan also provides that each director
of the Company,  other than  one who  is an officer  or employee,  be granted  a
non-qualified stock option to purchase 10,000 shares of Company Common Stock and
provides for annual grants to
 
                                       25
<PAGE>
                                  REXEL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
9.  STOCK OPTION PLANS (CONTINUED)
directors  if defined  levels of  income are achieved  by the  Company. For each
plan, the option period is  either ten or eleven years  from the date of  grant,
and options may be exercised at various times depending on the provisions of the
grant.
 
    Information regarding the Company's stock option plans is summarized below:
 
<TABLE>
<CAPTION>
                                                                                              NUMBER OF
                                                                 NUMBER OF    OPTION PRICE     SHARES
                                                                   SHARES      PER SHARE     EXERCISABLE
                                                                 ----------  --------------  -----------
<S>                                                              <C>         <C>             <C>
Outstanding at January 1, 1993.................................      30,938   $3.80-$8.88        30,938
  Granted......................................................     597,000    6.56-6.69
  Terminated and cancelled.....................................     (10,820)   7.00-8.88
                                                                 ----------
Outstanding at December 31, 1993...............................     617,118    3.80-7.00         20,118
  Granted......................................................     160,000    6.50-8.06
  Terminated and cancelled.....................................    (207,118)   3.80-7.00
                                                                 ----------
Outstanding at December 31, 1994...............................     570,000    6.50-8.06        237,200
  Granted......................................................     399,000    6.00-7.25
  Terminated and cancelled.....................................     (70,000)      6.69
  Exercised....................................................     (35,900)   6.63-6.69
                                                                 ----------
Outstanding at December 31, 1995...............................     863,100   $6.00-$8.06       352,040
                                                                 ----------
                                                                 ----------
</TABLE>
 
    All options were granted at market value on the date of grant.
 
    As  of December 31,  1995, options for  the purchase of  916,753 shares were
available for future grant under the 1988 plan.
 
10. EMPLOYEE BENEFIT PLANS
    The Rexel,  Inc.  Section  401(k) Savings  Plan,  whereby  participants  may
contribute  a  percentage of  compensation,  but not  in  excess of  the maximum
allowed under the Internal Revenue Code,  became effective January 1, 1995.  The
Company  matches 50% of employee contributions to the plan that do not exceed 6%
of an employee's base compensation ("Matching Contributions"). In addition,  the
Company  may make  additional contributions  at the  discretion of  the Board of
Directors.  Employees  who  complete  one  year  of  service  are  eligible   to
participate and are always vested 100% in the Matching Contributions. Vesting in
discretionary contributions is based on years of service with 100% vesting after
seven years.
 
    This  plan replaced all other  plans of the Company  with the exception of a
nonqualified defined benefit supplemental retirement plan.
 
    The nonqualified defined benefit supplemental retirement plan covers certain
key employees and is not funded. Benefits under this plan are based on years  of
service  and defined  levels of compensation.  No new  enrollments are permitted
into the plan and salary levels under the plan have been frozen.
 
    The Company had  a qualified  noncontributory defined  benefit pension  plan
covering  certain eligible  domestic employees  of a  subsidiary. This  plan was
terminated on February 22,  1995 and all obligations  were settled. The  Company
also  had  a qualified  noncontributory  defined benefit  pension  plan covering
certain eligible domestic  employees in the  discontinued apparel operation.  As
part of the
 
                                       26
<PAGE>
                                  REXEL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
10. EMPLOYEE BENEFIT PLANS (CONTINUED)
agreement  to sell the apparel operation,  the purchaser assumed all obligations
under this plan.  The Company's funding  policy was to  contribute annually  the
maximum amount that could be deducted for Federal income tax purposes.
 
    The  Company  also  had  a  defined  benefit  plan  maintained  for eligible
employees of certain  United Kingdom subsidiaries  included in the  discontinued
apparel operation. The plan was funded annually for the maximum amount permitted
by  statute. The benefits were  based on years of  service and defined levels of
compensation.
 
    The following table sets forth the plans' funded status at December 31, 1995
and 1994:
 
<TABLE>
<CAPTION>
                                                                                           1994
                                                                         1995     ----------------------
                                                                       ---------              QUALIFIED
                                                                         NON-       NON-     SUBSIDIARY
                                                                       QUALIFIED  QUALIFIED     PLAN
                                                                       ---------  ---------  -----------
<S>                                                                    <C>        <C>        <C>
Actuarial present value of benefit obligations:
  Vested benefit obligation..........................................  $  (1,450) $  (1,608)  $    (938)
                                                                       ---------  ---------  -----------
                                                                       ---------  ---------  -----------
  Accumulated benefit obligation.....................................  $  (1,514) $  (1,669)  $    (944)
                                                                       ---------  ---------  -----------
                                                                       ---------  ---------  -----------
Projected benefit obligation.........................................  $  (1,514) $  (1,669)  $  (1,388)
Plan assets at fair value............................................     --         --           1,870
                                                                       ---------  ---------  -----------
  Projected benefit obligation (in excess of) less than plan
   assets............................................................     (1,514)    (1,669)        482
Unrecognized net loss (gain).........................................        (32)      (133)         20
Unrecognized net transition obligation...............................         26         71      --
                                                                       ---------  ---------  -----------
  Accrued pension asset (liability)..................................  $  (1,520) $  (1,731)  $     502
                                                                       ---------  ---------  -----------
                                                                       ---------  ---------  -----------
</TABLE>
 
                                       27
<PAGE>
                                  REXEL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
10. EMPLOYEE BENEFIT PLANS (CONTINUED)
Net periodic pension  cost for  1995, 1994  (excluding the  United Kingdom  Plan
assumed in the Apparel sale) and 1993 includes the following components:
 
<TABLE>
<CAPTION>
                                                                                 INTEREST
                                                                                  COST ON                                  NET
                                                                                 PROJECED      ACTUAL         NET        PERIODIC
                                                                      SERVICE     BENEFIT     RETURN ON   AMORTIZATION   PENSION
                                                                       COST     OBLIGATIONS    ASSETS     AND DEFERRAL     COST
                                                                      -------   -----------   ---------   ------------   --------
<S>                                                                   <C>       <C>           <C>         <C>            <C>
1995
Domestic:
  Non-Qualified.....................................................   $ 31         133         --              26         $190
  Qualified.........................................................   $--           12           (26)          (5)        $(19)
                                                                                                                         --------
                                                                                                                           $171
                                                                                                                         --------
                                                                                                                         --------
1994
Domestic:
  Non-Qualified.....................................................   $ 44         131         --              10         $185
  Qualified.........................................................   $158         222          (173)           6         $213
  Qualified Subsidiary Plan.........................................   $ 59         123          (130)         (17)        $ 35
                                                                                                                         --------
                                                                                                                           $433
                                                                                                                         --------
                                                                                                                         --------
1993
United Kingdom......................................................   $ 76         178          (157)         (15)        $ 82
Domestic:
  Non-Qualified.....................................................   $ 49         131         --              (8)        $172
  Qualified.........................................................   $322         403          (221)        (101)        $403
  Qualified Subsidiary Plan.........................................   $ 22          92          (127)       --            $(13)
                                                                                                                         --------
                                                                                                                           $644
                                                                                                                         --------
                                                                                                                         --------
</TABLE>
 
    The actuarial assumptions used for each of the plans for 1995, 1994 and 1993
are as follows:
 
<TABLE>
<CAPTION>
                                                                                                        QUALIFIED       NON
                                                                                            QUALIFIED   SUBSIDIARY   QUALIFIED
                                                                                              PLAN         PLAN        PLAN
                                                                                            ---------   ----------   ---------
<S>                                                                                         <C>         <C>          <C>
1995
Weighted average discounts used in determining the actuarial present value of the
 projected benefit obligation.............................................................     N/A         N/A         7.00%
Rates of increase in future compensation levels...........................................     N/A        5.00%         N/A
Expected long-term rates of return on assets..............................................     N/A        8.50%         N/A
 
1994
Weighted average discounts used in determining the actuarial present value of the
 projected benefit obligation.............................................................    7.25%       8.25%        8.50%
Rates of increase in future compensation levels...........................................    4.50%       5.00%         N/A
Expected long-term rates of return on assets..............................................    7.25%       8.50%         N/A
 
1993
Weighted average discounts used in determining the actuarial present value of the
 projected benefit obligation.............................................................    7.25%       7.25%        7.50%
Rates of increase in future compensation levels...........................................    4.50%       4.00%         N/A
Expected long-term rates of return on assets..............................................    8.00%       8.50%         N/A
</TABLE>
 
                                       28
<PAGE>
                                  REXEL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
10. EMPLOYEE BENEFIT PLANS (CONTINUED)
    For the United Kingdom plan, the assumed discount rate, the rate of increase
in  future  compensation levels  and the  expected long-term  rate of  return on
assets was 9.0% at, and for, the year ended December 31, 1993.
 
    Prior  to  January  1,   1995,  certain  subsidiaries  had   noncontributory
profit-sharing  plans  and  defined  contribution  pension  plans  providing for
minimum contributions based upon defined levels of subsidiary income or employee
compensation.
 
    Pension and profit-sharing expense  for the years  ended December 31,  1995,
1994 and 1993 amounted to approximately $3,553, $2,880 and $1,338, respectively.
 
    A  subsidiary of the Company, acquired in 1993, provides certain health care
benefits for eligible retired employees. The status of the plan at December  31,
1995 and 1994 is as follows:
 
<TABLE>
<CAPTION>
                                                                                                       1995   1994
                                                                                                      ------  -----
<S>                                                                                                   <C>     <C>
Accumulated postretirement benefit obligation ("APBO")..............................................  $1,323  $ 905
Unrecognized prior service cost.....................................................................    (279)  --
Unrecognized net loss...............................................................................    (264)  (144)
                                                                                                      ------  -----
Accrued postretirement benefit cost.................................................................  $  780  $ 761
                                                                                                      ------  -----
                                                                                                      ------  -----
</TABLE>
 
    The  postretirement benefit  cost in  1995 and  1994 included  the following
components:
 
<TABLE>
<CAPTION>
                                                                                                      1995  1994
                                                                                                      ----  ----
<S>                                                                                                   <C>   <C>
Interest cost on APBO...............................................................................  $ 98  $ 68
Net amortization and deferral.......................................................................    22    22
                                                                                                      ----  ----
                                                                                                      $120  $ 90
                                                                                                      ----  ----
                                                                                                      ----  ----
</TABLE>
 
    The plan is unfunded. The discount  rate used in determining APBO was  6.50%
and  8.25% at December 31, 1995 and  1994, respectively. The assumed health care
trend rate assumed for 1996 was 10.6%. Increasing assumed health care trends one
percentage point will increase the APBO by $122 as of December 31, 1995.
 
    The Company's Employee Stock Ownership Plan, which became effective in 1981,
provided eligible employees with an opportunity to purchase the Company's Common
Stock through payroll deductions, which were matched by the Company, subject  to
certain  limitations. Contributions to the plan  were invested by an independent
trustee  in  Common  Stock  of  the  Company.  Stock  attributable  to   Company
contributions  vested at the rate of 10% for each twelve months of contributions
by the employee, with  100% vesting after five  years of service. The  Company's
contributions  to the plan, net  of forfeitures, charged to  income for 1994 and
1993 were $592 and $695, respectively. Effective January 1, 1995, this plan  was
merged into the Rexel, Inc. Section 401(k) Savings Plan.
 
11. INCOME TAXES
    Effective January 1, 1993, the Company adopted SFAS No. 109, "Accounting for
Income  Taxes." Under Statement 109, the  liability method is used in accounting
for income taxes.  Under this method,  deferred tax assets  and liabilities  are
determined  based on  differences between financial  reporting and  tax bases of
assets and liabilities  and are measured  using the enacted  tax rates and  laws
that  will be in effect  when the differences are  expected to reverse. Prior to
the adoption of Statement 109, income tax
 
                                       29
<PAGE>
                                  REXEL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
11. INCOME TAXES (CONTINUED)
expense was determined using the deferred method. Deferred tax expense was based
on items of  income and expense  that were  reported in different  years in  the
financial statements and tax returns and were measured at the tax rate in effect
in the year the difference originated.
 
    As  permitted by Statement 109,  the Company has elected  not to restate the
financial statements of  any prior  years. The effect  of the  change on  pretax
income  from continuing operations for the year  ended December 31, 1993 was not
material; however, the  cumulative effect of  the change as  of January 1,  1993
increased net income by $660 or $.03 per share.
 
    The  Company and its U.S. subsidiaries file  Federal income tax returns on a
consolidated basis. The provision (benefit) for income taxes has been classified
as follows in the consolidated statements of income:
 
<TABLE>
<CAPTION>
                                                                                                       1995     1994    1993
                                                                                                      -------  ------  ------
<S>                                                                                                   <C>      <C>     <C>
Tax provision from continuing operations............................................................  $16,579  $7,270  $5,038
Tax provision (benefit) for discontinued operations.................................................    --       (256)  1,303
Tax (benefit) for extraordinary charge..............................................................     (837)   --      --
                                                                                                      -------  ------  ------
                                                                                                      $15,742  $7,014  $6,341
                                                                                                      -------  ------  ------
                                                                                                      -------  ------  ------
</TABLE>
 
    The provision (benefit) for income taxes is comprised of the following:
 
<TABLE>
<CAPTION>
                                                                            1995       1994       1993
                                                                          ---------  ---------  ---------
<S>                                                                       <C>        <C>        <C>
Federal:
  Current...............................................................  $  17,019  $   2,473  $     259
  Deferred..............................................................     (4,465)     3,141      4,251
State and local:
  Current...............................................................      3,496      1,396        297
  Deferred..............................................................       (308)      (111)     1,361
Foreign:
  Current...............................................................     --             75        146
  Deferred..............................................................     --             40         27
                                                                          ---------  ---------  ---------
                                                                          $  15,742  $   7,014  $   6,341
                                                                          ---------  ---------  ---------
                                                                          ---------  ---------  ---------
</TABLE>
 
                                       30
<PAGE>
                                  REXEL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
11. INCOME TAXES (CONTINUED)
    Deferred income taxes result from  temporary differences in the  recognition
of  revenue  and  expenses  for financial  statement  and  income  tax reporting
purposes. The  tax effects  of each  as of  December 31,  1995 and  1994 are  as
follows:
 
<TABLE>
<CAPTION>
                                                                                      1995       1994
                                                                                    ---------  ---------
<S>                                                                                 <C>        <C>
Deferred tax assets:
  Accounts receivable.............................................................  $   1,562  $   1,764
  Inventory.......................................................................      1,896      2,505
  Other liabilities and reserves..................................................      2,745      2,162
  Accrued restructuring and transaction costs.....................................      1,233      1,947
  Federal capital loss and AMT credit carryforward................................     --            253
  State net operating loss carryforwards..........................................      1,278      1,553
  Valuation allowance.............................................................     (1,097)    (1,278)
                                                                                    ---------  ---------
  Total deferred tax assets.......................................................      7,617      8,906
                                                                                    ---------  ---------
Deferred tax liabilities:
  Property, plant and equipment...................................................      2,295      3,592
  Book/tax difference on asset valuation upon acquisition.........................      2,668      5,831
                                                                                    ---------  ---------
  Total deferred tax liabilities..................................................      4,963      9,423
                                                                                    ---------  ---------
  Net deferred tax assets (liabilities)...........................................  $   2,654  $    (517)
                                                                                    ---------  ---------
                                                                                    ---------  ---------
</TABLE>
 
    The change in the valuation allowance between 1995 and 1994 of $181 resulted
from  updating  estimates  of  federal  capital loss  and  state  and  local net
operating loss utilization.
 
    Income (loss) before income taxes is comprised of the following:
 
<TABLE>
<CAPTION>
                                                                         1995       1994       1993
                                                                       ---------  ---------  ---------
<S>                                                                    <C>        <C>        <C>
Continuing operations:
  Domestic...........................................................  $  37,607  $  16,505  $  11,861
  Foreign............................................................         72         23         67
                                                                       ---------  ---------  ---------
                                                                          37,679     16,528     11,928
Discontinued operations..............................................     --           (583)     2,820
Extraordinary charge.................................................     (2,162)    --         --
                                                                       ---------  ---------  ---------
                                                                       $  35,517  $  15,945  $  14,748
                                                                       ---------  ---------  ---------
                                                                       ---------  ---------  ---------
</TABLE>
 
                                       31
<PAGE>
                                  REXEL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
11. INCOME TAXES (CONTINUED)
    A reconciliation for 1995, 1994 and  1993 between the amount computed  using
the  Federal income  tax rate  and the  effective rate  of tax  on income(loss),
including discontinued  operations, but  excluding extraordinary  charge, is  as
follows:
 
<TABLE>
<CAPTION>
                                                                                                      1995    1994    1993
                                                                                                      -----   -----   -----
<S>                                                                                                   <C>     <C>     <C>
Statutory Federal income tax rate...................................................................  35.0%   35.0%   35.0%
State and local income taxes, net of Federal income tax effect......................................   5.2     4.5     5.9
Amortization of goodwill............................................................................   0.8     2.0     2.1
Transaction costs...................................................................................   --     (1.2)   (1.4)
Decrease in taxes resulting from foreign income subject to foreign income tax but not expected to be
 subject to U.S. tax in foreseeable future..........................................................  (0.1)   (0.1)   (0.8)
Impact on deferred taxes of 1993 federal corporate tax rate change to 35%...........................   --      --     (1.7)
Utilization of federal capital loss carryforward not previously recognized..........................   --      --     (2.2)
Increase in deferred tax asset valuation allowance..................................................   --      1.2     2.6
Alternative minimum tax.............................................................................   --      --      0.6
Other, net..........................................................................................   3.1     2.6     2.9
                                                                                                      -----   -----   -----
  Effective tax rate................................................................................  44.0%   44.0%   43.0%
                                                                                                      -----   -----   -----
                                                                                                      -----   -----   -----
</TABLE>
 
12. COMMITMENTS AND CONTINGENCIES
    At  December 31, 1995, annual minimum rental commitments under noncancelable
operating leases, primarily for real property, are summarized as follows:
 
<TABLE>
<CAPTION>
<S>                                                                         <C>
1996......................................................................  $   8,637
1997......................................................................      7,031
1998......................................................................      5,444
1999......................................................................      4,016
2000......................................................................      2,820
2001 and thereafter.......................................................      4,057
                                                                            ---------
                                                                            $  32,005
                                                                            ---------
                                                                            ---------
</TABLE>
 
    The minimum annual commitments include amounts payable to an officer of  the
Company  and/or members of his  and his wife's family  and amounts payable to an
officer of a subsidiary as  follows: 1996 -- $883; 1997  -- $833; 1998 --  $762;
1999 --- $752; 2000 -- $758; thereafter -- $712.
 
    Total  rent expense charged  to operations for the  years ended December 31,
1995, 1994  and  1993  amounted  to approximately  $9,893,  $9,498  and  $6,589,
respectively.
 
    In  the  normal course  of business,  the  Company is  sometimes named  as a
defendant in litigation. In the opinion of management, based upon the advice  of
counsel,  any uninsured  liability which may  result from the  resolution of any
present litigation or  asserted claim  will not have  a material  effect on  the
Company's financial position or results of operations.
 
                                       32
<PAGE>
                                  REXEL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
13. ACCOUNTS AND NOTES PAYABLE -- TRADE, AND OTHER LIABILITIES
    Accounts  and notes  payable -- trade  and other liabilities  consist of the
following:
 
<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,
                                                                                ------------------------
                                                                                   1995         1994
                                                                                -----------  -----------
<S>                                                                             <C>          <C>
Accounts and other payables -- trade..........................................  $   107,341  $   116,530
Salaries, wages and other compensation........................................       16,794       13,854
Pensions, profit sharing and employee benefits................................        4,781        5,091
Taxes, other than income taxes................................................        2,371        3,068
Interest......................................................................        1,267        3,006
Other.........................................................................       14,477       13,733
                                                                                -----------  -----------
                                                                                $   147,031  $   155,282
                                                                                -----------  -----------
                                                                                -----------  -----------
</TABLE>
 
14. RESULTS OF OPERATIONS
    In connection with the resignation of  an executive of the Company on  March
18,  1994,  the  Company entered  into  an  agreement with  such  executive that
provided, among other things, certain
payments and  acceleration of  certain  other payments  in connection  with  the
executive's  related employment agreement.  Results for 1994  include charges of
$1.7 million in connection with this agreement.
 
15. RELATED PARTY TRANSACTIONS
    The Company and Rexel, S. A.  have entered into a Services Agreement,  dated
as  of November 1, 1995. The Services Agreement was negotiated and approved by a
special committe of the Board of Directors consisting of persons who are neither
officers nor directors  of Rexel,  S.A. or its  affiliates nor  have a  material
financial  relationship  with  Rexel,  S.  A.  and  its  affiliates.  Under this
Agreement, in consideration  for the benefits  to the Company  arising from  its
association  with  the worldwide  business of  Rexel,  S. A.,  including without
limitation, in  matters relating  to customers,  suppliers, employers,  business
methods  and know-how and financial expertise, the  Company has agreed to pay to
Rexel, S. A. $600 per year (commencing with 1995). In addition, Rexel, S. A. has
agreed to  provide  consulting services  to  the Company  relating  to  specific
projects  at the request of the  Company at a rate 10%  higher than the costs to
Rexel, S. A. of providing such services (including, in the case of employees  of
Rexel,  S. A., costs based on the wages, social insurance payments and allocated
overhead and general  corporate expenses  attributable to  such employees).  Any
payment  for consulting services must be approved  by the Audit Committee of the
Board of Directors (excluding any member  thereof who is an officer or  director
of  Rexel,  S. A.  or any  of its  affiliates or  a person  that has  a material
financial relationship with Rexel, S. A. or any of its affiliates). During 1995,
the Company requested from Rexel, S. A. services valued at $340 relating to  the
development  of  training programs,  logistics  consulting, enhancement  of cash
management and treasury systems and a  global agreement on implementation of  an
inventory  management system. In addition, pursuant  to the agreement, Rexel, S.
A. consented  to the  use  by the  Company of  the  name "Rexel".  The  Services
Agreement  is effective through December 31,  1996, subject to automatic renewal
for successive  one year  terms unless  terminated on  30 days  notice given  by
either party prior to the commencement of a renewal term.
 
                                       33
<PAGE>
                                  REXEL, INC.
 
                      SUPPLEMENTARY FINANCIAL INFORMATION
 
                     YEARS ENDED DECEMBER 31, 1995 AND 1994
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                                                                           PRIMARY EARNINGS PER
                                                                                                   SHARE
                                                                                         -------------------------
UNAUDITED                             INCOME        INCOME                                 INCOME        INCOME
QUARTERLY                              FROM      (LOSS) FROM    INCOME BEFORE               FROM      (LOSS) FROM
FINANCIAL                  GROSS    CONTINUING   DISCONTINUED   EXTRAORDINARY     NET    CONTINUING   DISCONTINUED
DATA (1)      NET SALES    PROFIT   OPERATIONS    OPERATIONS       CHARGE       INCOME   OPERATIONS    OPERATIONS
------------  ----------  --------  ----------   ------------   -------------   -------  ----------   ------------
<S>           <C>         <C>       <C>          <C>            <C>             <C>      <C>          <C>
1995:
  First.....  $  278,828  $ 55,316   $ 4,230        $--            $ 4,230      $ 4,230     $.18         $--
  Second....     288,686    56,778     4,942        --               4,942        4,942      .20         --
  Third.....     282,263    57,297     5,707        --               5,707        4,165      .23         --
  Fourth....     270,911    60,692     6,221        --               6,221        6,438      .24         --
              ----------  --------  ----------     ------       -------------   -------      ---         -----
              $1,120,688  $230,083   $21,100        $--            $21,100      $19,775     $.85         $--
              ----------  --------  ----------     ------       -------------   -------      ---         -----
              ----------  --------  ----------     ------       -------------   -------      ---         -----
1994:
  First.....  $  244,607  $ 50,324   $ 1,733        $ 232          $ 1,965      $ 1,965     $.08         $ .01
  Second....     264,466    52,702     2,842          375            3,217        3,217      .12           .01
  Third.....     275,822    53,134     2,780         (934)           1,846        1,846      .11          (.03)
  Fourth....     280,648    56,342     1,903        --               1,903        1,903      .08         --
              ----------  --------  ----------     ------       -------------   -------      ---         -----
              $1,065,543  $212,502   $ 9,258        $(327)         $ 8,931      $ 8,931     $.39         $(.01)
              ----------  --------  ----------     ------       -------------   -------      ---         -----
              ----------  --------  ----------     ------       -------------   -------      ---         -----
 
<CAPTION>
 
                                                FULLY DILUTED EARNINGS PER SHARE
                                       --------------------------------------------------
UNAUDITED                                INCOME        INCOME
QUARTERLY     INCOME BEFORE               FROM      (LOSS) FROM    INCOME BEFORE
FINANCIAL     EXTRAORDINARY    NET     CONTINUING   DISCONTINUED   EXTRAORDINARY    NET
DATA (1)         CHARGE       INCOME   OPERATIONS    OPERATIONS       CHARGE       INCOME
------------  -------------   ------   ----------   ------------   -------------   ------
<S>           <C>             <C>      <C>          <C>            <C>             <C>
1995:
  First.....      $.18         $.18       $.16         -$-             $.16         $.16
  Second....       .20          .20        .18         --               .18          .18
  Third.....       .23          .17        .22         --               .22          .16
  Fourth....       .24          .25        .24         --               .24          .25
                   ---        ------       ---           ---            ---        ------
                  $.85         $.80       $.80         -$-             $.80         $.75
                   ---        ------       ---           ---            ---        ------
                   ---        ------       ---           ---            ---        ------
1994:
  First.....      $.09         $.09
  Second....       .13          .13
  Third.....       .08          .08
  Fourth....       .08          .08
                   ---        ------
                  $.38         $.38
                   ---        ------
                   ---        ------
</TABLE>
 
------------------------------
(1)  Fully diluted amounts are anti-dilutive in 1994.
 
                                       34
<PAGE>
                                  SCHEDULE II
                                  REXEL, INC.
                       VALUATION AND QUALIFYING ACCOUNTS
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                         COLUMN C
                                                                --------------------------
                                                    COLUMN B            ADDITIONS                           COLUMN E
                                                   -----------  --------------------------    COLUMN D     -----------
                    COLUMN A                       BALANCE AT   CHARGES TO                  -------------  BALANCE AT
-------------------------------------------------   BEGINNING    COSTS AND                   DEDUCTIONS     CLOSE OF
DESCRIPTION                                         OF PERIOD    EXPENSES        OTHER      FROM RESERVED    PERIOD
-------------------------------------------------  -----------  -----------  -------------  -------------  -----------
<S>                                                <C>          <C>          <C>            <C>            <C>
Year ended December 31, 1995:
  Allowance for doubtful accounts................   $   4,149    $     827   $    --        $   2,296(A)   $     2,680
                                                   -----------  -----------      -----      -------------  -----------
                                                   -----------  -----------      -----      -------------  -----------
Year ended December 31, 1994:
  Allowance for doubtful accounts................   $   4,023    $   3,600   $    --        $   3,474(A)   $     4,149
                                                   -----------  -----------      -----      -------------  -----------
                                                   -----------  -----------      -----      -------------  -----------
Year ended December 31, 1993:
  Allowance for doubtful accounts................   $  10,035    $   2,154   $     451(B)   $   8,617(A)   $     4,023
                                                   -----------  -----------      -----      -------------  -----------
                                                   -----------  -----------      -----      -------------  -----------
</TABLE>
 
------------------------
(A) Accounts charged off, recoveries, and other adjustments, net.
 
(B) Additions resulting primarily from acquired companies.
 
                                       35
<PAGE>
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
 
    None.
 
                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
ITEM 11.  EXECUTIVE COMPENSATION
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
    Reference is made to the information responsive to the Items comprising this
Part  III that is contained in the  Company's definitive proxy statement for its
1996 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under
the Securities Exchange Act of 1934, which is incorporated herein by reference.
 
                                    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 herewith.
      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.
</TABLE>
 
                                       36
<PAGE>
<TABLE>
<CAPTION>
 EXHIBIT
   NO.                                                    DESCRIPTION
---------  ---------------------------------------------------------------------------------------------------------
<C>        <S>
      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.
      4.7  Indenture dated as of August 1, 1989 between the Company and Manufacturers Hanover Trust Company, as
           Trustee relating to the 7% Debentures -- filed as Exhibit 4 to the Company's report on Form 10-Q for the
           quarter ended June 30, 1989 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 therin -- 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 herewith.*
     10.3  1985 Stock Option Plan as amended -- filed as Exhibit A to the Company's Proxy Statement for its annual
           meeting of stockholders held on May 10, 1985 and amended as described in the Proxy Statement for the
           annual meeting held on May 9, 1986 and incorporated herein by reference.*
     10.4  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.
     10.5  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.
     10.6  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.
     10.7  Services Agreement, dated as of November 1, 1995, between the Company and Rexel, S. A. -- filed herewith
     10.8  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.*
     10.9  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 on Form 10-K for 1994 and incorporated herein by reference.*
    10.10  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 on Form 10-K for 1994 and incorporated herein by reference.*
    10.11  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 on Form 10-K for 1994 and incorporated
           herein by reference.*
    10.12  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 on Form 10-K for 1994 and incorporated herein by reference.*
</TABLE>
 
                                       37
<PAGE>
<TABLE>
<CAPTION>
 EXHIBIT
   NO.                                                    DESCRIPTION
---------  ---------------------------------------------------------------------------------------------------------
<C>        <S>
    10.13  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 on Form 10-K for 1994 and incorporated herein by reference.*
    10.14  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.*
    10.15  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.*
    10.16  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 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 1995 fiscal year, the Company  did
not file a Current Report on Form 8-K.
 
                                       38
<PAGE>
                                   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 29, 1996                                    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  29, 1996  by the  following persons on
behalf of the registrant and in the capacities indicated.
 
<TABLE>
<C>                                           <S>                                       <C>
                ALAIN VIRY*
-------------------------------------------   President and Chief Executive Officer
                 Alain Viry                    and Director
 
                                              Vice President and Chief Financial
                                               Officer
             /s/ STEVEN M. HITT
-------------------------------------------
               Steven M. Hitt
 
                                              Vice President and Corporate Controller
                                               and Attorney for persons indicated by
                                               asterisk
          /s/ ALLAN M. GONOPOLSKY
-------------------------------------------
            Allan M. Gonopolsky
 
            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
 
              NICOLAS SOKOLOW*
-------------------------------------------   Director
              Nicolas Sokolow
 
              SERGE WEINBERG*
-------------------------------------------   Director
               Serge Weinberg
</TABLE>
 
                                       39
<PAGE>
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
 EXHIBIT
   NO.                                                DESCRIPTION                                                 PAGE
---------  --------------------------------------------------------------------------------------------------     -----
<C>        <S>                                                                                                 <C>
      3.1  Amended and restated certificate of incorporation -- filed herewith.
 
      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.
 
      4.7  Indenture dated as of August 1, 1989 between the Company and Manufacturers Hanover Trust Company,
           as Trustee relating to the 7% Debentures -- filed as Exhibit 4 to the Company's report on Form
           10-Q for the quarter ended June 30, 1989 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 therin -- 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 herewith.*
 
     10.3  1985 Stock Option Plan as amended -- filed as Exhibit A to the Company's Proxy Statement for its
           annual meeting of stockholders held on May 10, 1985 and amended as described in the Proxy
           Statement for the annual meeting held on May 9, 1986 and incorporated herein by reference.*
 
     10.4  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.
 
     10.5  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.
</TABLE>
 
                                       40
<PAGE>
<TABLE>
<CAPTION>
 EXHIBIT
   NO.                                                DESCRIPTION                                                 PAGE
---------  --------------------------------------------------------------------------------------------------     -----
     10.6  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.
<C>        <S>                                                                                                 <C>
 
     10.7  Services Agreement, dated as of November 1, 1995, between the Company and Rexel, S. A. -- filed
           herewith
 
     10.8  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.*
 
     10.9  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 on Form 10-K for 1994 and incorporated herein by
           reference.*
 
    10.10  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 on Form 10-K for 1994 and incorporated herein by
           reference.*
 
    10.11  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 on Form 10-K for 1994 and
           incorporated herein by reference.*
 
    10.12  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 on Form 10-K for 1994 and incorporated herein by
           reference.*
 
    10.13  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 on Form 10-K for 1994 and incorporated
           herein by reference.*
 
    10.14  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.*
 
    10.15  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.*
 
    10.16  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 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>
 
                                       41