SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
ANNUAL REPORT ON FORM 10-K RELATING TO VOTING TRUST CERTIFICATES
WITH RESPECT TO SHARES OF COMMON STOCK OF
GRAYBAR ELECTRIC CO., INC.
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
Names and Addresses of all Voting Trustees (as of March 14, 2007):
D. E. DeSousa 34 North Meramec Avenue
P.O. Box 7231
St. Louis, Missouri 63177
L. R. Giglio 34 North Meramec Avenue
P.O. Box 7231
St. Louis, Missouri 63177
T. S. Gurganous 34 North Meramec Avenue
P.O. Box 7231
St. Louis, Missouri 63177
R. D. Offenbacher 34 North Meramec Avenue
P.O. Box 7231
St. Louis, Missouri 63177
R. A. Reynolds, Jr. 34 North Meramec Avenue
P.O. Box 7231
St. Louis, Missouri 63177
Address to which communications to the Voting Trustees should be sent:
R. A. Reynolds, Jr. c/o Graybar Electric Company, Inc.
P.O. Box 7231 St. Louis, Missouri 63177
Title of the securities deposited under the Voting Trust Agreement:
Common Stock, par value $1.00 per share
Exact name of the issuer of such securities, as specified in its charter:
Graybar Electric Company, Inc.
State or other jurisdiction in which I.R.S. Employer
such issuer was incorporated or organized: Identification No.:
New York 13-0794380
Address of such issuer's principal executive offices:
34 North Meramec Avenue
P.O. Box 7231
St. Louis, Missouri 63177
If the Voting Trust Certificates are registered on any national securities
exchange, state the name of each such exchange:
None
EXPLANATORY NOTE
The Annual Report Relating to Voting Trust Certificates, filed by the
Voting Trustees under a Voting Trust Agreement, dated as of April 1, 1997,
among holders of the Common Stock of Graybar Electric Company, Inc.
("Graybar"), was filed for years prior to 1982 on Form 16-K which was
discontinued by the Securities and Exchange Commission (the "Commission")
pursuant to Securities Exchange Act Release No. 34-18524, effective May 24,
1982 (the "Release"). In the Release, the Commission indicated that although
Form 16-K was being discontinued, the voting trusts would continue to be
required to file annual reports. Specific requirements respecting the form of
such annual reports were to be determined on a case by case basis.
In response to inquiries to the Deputy Chief Counsel of the Commission's
Division of Corporation Finance, Graybar has been informed that the Voting
Trustees should file an Annual Report on Form 10-K (as the only appropriate
form under Section 13 of the Securities Exchange Act of 1934), but that
because the requirements of Form 10-K are generally not applicable to elicit
information relevant to voting trusts, the information previously required by
rescinded Form 16-K should continue to be provided in this Annual Report. For
this reason, the item numbers and information in this Annual Report correspond
to the item numbers and disclosure required in the past by rescinded Form 16-K
and used in the Annual Report Relating to Voting Trust Certificates filed with
the commission by Graybar's Voting Trustees in years prior to 1982.
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INFORMATION REGARDING VOTING TRUST
PART I
Item 1. Deposit and Withdrawal of Securities (1).
Amount Amount
deposited withdrawn Amount Percentage of
during during held at class held at
year year(2) end of year end of year
--------- --------- ----------- -------------
626,390 293,468 5,591,081 95%
(1) The securities consist of shares of Common Stock, par value
$1.00 per share (the "Common Stock"), of Graybar Electric Company, Inc.
("Graybar").
(2) The 293,468 shares of Common Stock withdrawn from the Voting
Trust in 2006 were purchased by Graybar from employees, retirees or
their estates in accordance with Graybar's repurchase rights under its
Restated Certificate of Incorporation. The shares so purchased were
placed in Graybar's treasury.
Item 2. Exercise of Voting Rights.
The Voting Trustees did not exercise voting rights under the
Voting Trust Agreement during the fiscal year with respect to any
matter, except that the Voting Trustees voted the shares of Common Stock
held by them in favor of the election of 13 directors.
Item 3. Exercise of Other Powers.
The Voting Trustees exercised no powers under the Voting Trust
Agreement, other than voting rights and the distribution of dividends
upon the underlying securities, during the fiscal year.
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Item 4. Ownership of Voting Trust Certificates and Other Securities.
The following table presents information, as of March 14, 2007, as to
Voting Trust Certificates owned of record or beneficially by each Voting
Trustee. As of March 14, 2007, no Voting Trustee owned any securities of
Graybar other than those deposited under the Voting Agreement nor any
securities of Graybar's subsidiaries. No other person owns of record, or
is known by the Voting Trustees to own beneficially, more than five
percent of the Voting Trust Certificates.
Amount owned Percent
Name and address Name of issuer Type of as of March 14, of class
of owner and title of class ownership 2007 owned
- --------------------------- ----------------------------- -------------- ----------------- --------------
D. E. DeSousa Voting Trust Certificates (A) Of record and 3,336(B) .053%(C)
34 North Meramec Avenue beneficially
P.O. Box 7231
St. Louis, Missouri 63177
L. R. Giglio Voting Trust Certificates (A) Of record and 6,516(B) .104%(C)
34 North Meramec Avenue beneficially
P.O. Box 7231
St. Louis, Missouri 63177
T. S. Gurganous Voting Trust Certificates (A) Of record and 7,579(B) .120%(C)
34 North Meramec Avenue beneficially
P.O. Box 7231
St. Louis, Missouri 63177
R. D. Offenbacher Voting Trust Certificates (A) Of record and 9,242(B) .147%(C)
34 North Meramec Avenue beneficially
P.O. Box 7231
St. Louis, Missouri 63177
R. A. Reynolds, Jr. Voting Trust Certificates (A) Of record and 13,942 (B) .221%(C)
34 North Meramec Avenue beneficially
P.O. Box 7231
St. Louis, Missouri 63177
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(A) Issued under the Voting Trust Agreement dated as of April 1, 1997.
(B) The number of shares of Common Stock to which such Voting Trust
Certificates relate.
(C) As of March 14, 2007, the Voting Trustees together held of record
6,294,744 shares of Common Stock, or 96% of the outstanding shares of
Common Stock.
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Item 5. Business Experience of Voting Trustees.
The information with respect to the business experience of the
Voting Trustees required to be included pursuant to this Item 5 will be
included under the caption "Directors -- Nominees for Election as
Directors" in Graybar's Information Statement relating to the 2007
Annual Meeting of Shareholders (the "Information Statement"), to be
filed with the Commission pursuant to Rule 14(c)-5 under the Securities
Exchange Act of 1934, and is incorporated herein by reference.
Item 6. Business and Professional Connection of Voting Trustees with Issuer,
Affiliates and Underwriters.
The information with respect to the business and professional
connections of each Voting Trustee with Graybar and any of its
affiliates will be included under the caption "Directors -- Nominees for
Election as Directors" in the Information Statement and is incorporated
herein by reference.
Item 7. Other Activities of Voting Trustees.
Except as described in this Annual Report, the Voting Trustees did
not perform any other activities during the fiscal year.
Item 8. Representation of Other Persons by Voting Trustees.
The Voting Trustees represented no persons other than holders of
Voting Trust Certificates during the fiscal year.
Item 9. Remuneration of Voting Trustees.
The following table presents information as to the aggregate
remuneration received by each Voting Trustee for services in all
capacities during the fiscal year from Graybar and its subsidiaries. No
Voting Trustee received any remuneration from any person or persons for
acting as Voting Trustee.
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Name of Capacities in Cash Compensation
Voting which Compensation Salaries, Bonuses
Trustee Received and Directors' Fees(1)
- ------------------------ -------------------------- -----------------------
D. E. DeSousa Director and $ 478,224
Senior Vice President -
Sales and Distribution
L. R. Giglio Director and Senior 428,480
Vice President -
Operations
T. S. Gurganous Director and 331,983
District Vice President
R. D. Offenbacher Director and 433,162
Senior Vice President -
Sales and Marketing
R. A. Reynolds, Jr. Director, Chairman of 1,140,974
The Board, President and
Chief Executive Officer
(1) Includes meeting fees of $300 for attendance at directors' meetings of
Graybar and remuneration paid March 2, 2007 under Graybar's Management
Incentive Plan with respect to services rendered during 2006.
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Item 12. Lists of Exhibits Filed.
(4) Instruments defining the rights of security holders, including
indentures.
The Voting Trust Agreement dated as of April 1, 1997, attached as
Annex A to the Prospectus, dated January 21, 1997, constituting a part
of the Registration Statement on Form S-1 (Registration No. 333-15761),
is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Annual Report on Form 10-K, amended as prescribed by the
Commission, has been signed below by the following persons, as Voting
Trustees, as of March 14, 2007, said Trustees being invested with the power to
bind all of the Voting Trustees.
As trustees under the Voting Trust Agreement
dated as of April 1, 1997.
By /S/ D. E. DESOUSA
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D.E. DESOUSA
/S/ L. R. GIGLIO
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L. R. GIGLIO
/S/ T. S. GURGANOUS
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T. S. GURGANOUS
/S/ R. D. OFFENBACHER
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R. D. OFFENBACHER
/S/ R. A. REYNOLDS, JR.
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R. A. REYNOLDS, JR.
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