10-K 1 grayvote.txt CONFORMED --------- 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, 2004 Names and Addresses of all Voting Trustees (as of March 28, 2005): ----------------------------------------------------------------- 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. -2- 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 --------- --------- ----------- ------------- 20,227 329,476 5,271,721 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 329,476 shares of Common Stock withdrawn from the Voting Trust in 2004 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. -3- Item 4. Ownership of Voting Trust Certificates and Other Securities. ----------------------------------------------------------- The following table presents information, as of March 28, 2005, as to Voting Trust Certificates owned of record or beneficially by each Voting Trustee. As of March 28, 2005, 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 ~~Amount~~owned ~~deposited~~Percent ~~withdrawn~~Name ~~Amount~~and ~~Percentage~~address Name of ~~during~~issuer ~~during~~Type ~~held~~of atas ~~class~~of ~~held~~March at28, ~~year~~of ~~year(2)~~class ~~end~~ of ~~year~~owner ~~end~~and title of ~~year~~class ownership 2005 owned ------------------------- ---------------------------- ------------- --------------- ~~288~~--------- D.E. DeSousa Voting Trust Certificate (A) Of record and 1,~~281~~992(B) ~~262~~.038%(C) 34 North Meramec Avenue beneficially P.O. Box 7231 St. Louis,~~326~~ 5Missouri 63177 L.R. Giglio Voting Trust Certificate (A) Of record and 4,~~415,930~~865(B) 95.092%(C) 34 North Meramec Avenue beneficially P.O. Box 7231 St. Louis, Missouri 63177 T.S. Gurganous Voting Trust Certificate (1A) ~~The~~Of ~~securities~~record ~~consist~~and of5,911(B) ~~shares~~.111%(C) of34 ~~Common~~North ~~Stock~~Meramec Avenue beneficially P.O. Box 7231 St. Louis, ~~par~~Missouri ~~value~~63177 $1R.00D. ~~per~~Offenbacher ~~share~~Voting Trust Certificate (~~the~~A) ~~"Common~~Of ~~Stock"~~record and 7,182(B) .135%(C) 34 North Meramec Avenue beneficially P.O. Box 7231 St. Louis, ofMissouri ~~Graybar~~63177 ~~Electric~~R.A. ~~Company~~Reynolds, ~~Inc~~Jr. Voting Trust Certificate (~~"Graybar"~~A) Of record and 10,192(B) .192%(C) 34 North Meramec Avenue beneficially P.O. Box 7231 St. Louis, Missouri 63177 -------- (2A) ~~The~~Issued ~~262~~under the Voting Trust Agreement dated as of April 1,~~326~~ 1997. (B) The number of shares of Common Stock ~~withdrawn~~to ~~from~~which ~~the~~such Voting Trust inCertificates ~~2001~~relate. ~~were~~(C) ~~purchased~~As byof ~~Graybar~~March ~~from~~28, ~~employees~~2005, ~~retirees~~the orVoting ~~their~~Trustees ~~estates~~together inheld ~~accordance~~of ~~with~~record ~~Graybar's~~5,306,275 ~~repurchase~~shares ~~rights~~of ~~under~~Common ~~its~~Stock, ~~Restated~~or ~~Certificate~~95% of ~~Incorporation.~~the ~~The~~outstanding shares soof ~~purchased~~Common ~~were placed in Graybar's treasury~~Stock.

-4- 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 2005 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. -5- Cash Compensation Capacities in ----------------- Name of which Compensation Salaries, Bonuses Voting Trustee Received and Directors' Fees(1) ------------------ ------------------------ ---------------------- D.E. DeSousa Director and $381,823 Senior Vice President - Sales and Distribution L.R. Giglio Director and Senior 342,450 Vice President - Operations T.S. Gurganous Director and 282,745 District Vice President R.D. Offenbacher Director and 341,567 Senior Vice President - Sales and Marketing R.A. Reynolds, Jr. Director, Chairman of 898,218 The Board, President and Chief Executive Officer (1) Includes meeting fees of $300 for attendance at directors' meetings of Graybar and remuneration paid March 4, 2005 under Graybar's Management Incentive Plan with respect to services rendered during 2004. -6- 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. -7- 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 28, 2005, 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 --------------------------------- D.E. DESOUSA /S/ L.R. GIGLIO --------------------------------- L.R. GIGLIO /S/ T.S. GURGANOUS --------------------------------- T.S. GURGANOUS /S/ R.D. OFFENBACHER --------------------------------- R.D. OFFENBACHER /S/ R.A. REYNOLDS, JR. --------------------------------- R.A. REYNOLDS, JR. -8-

Amount owned Percent Name and address Name of issuer Type of as of March 26, of class of owner and title of class ownership 2002 owned -------------------------- ----------------------------- ------------- --------------- -------- D. E. DeSousa Voting Trust Certificates (A) Of record and 1,320(B) .021%(C) 34 North Meramec Avenue beneficially P.O. Box 7231 St. Louis, Missouri 63177 G. W. Harper Voting Trust Certificates (A) Of record and 9,613(B) .158%(C) 34 North Meramec Avenue beneficially P.O. Box 7231 St. Louis, Missouri 63177 R. D. Offenbacher Voting Trust Certificates (A) Of record and 6,573(B) .108%(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 8,782 (B) .145%(C) 34 North Meramec Avenue beneficially P.O. Box 7231 St. Louis, Missouri 63177 C. R. Udell Voting Trust Certificates (A) Of record and 7,853 (B) .129%(C) 34 North Meramec Avenue beneficially P.O. Box 7231 St. Louis, Missouri 63177 -------------------------- (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 26, 2002, the Voting Trustees together held of record 6,072,533 shares of Common Stock, or 95% of the outstanding shares of Common Stock.

Cash Compensation Name of Capacities in ----------------- Voting which Compensation Salaries, Bonuses Trustee Received and Directors' Fees(1) ------------------- ------------------------- ---------------------- D. E. DeSousa Director and $243,477 Senior Vice President - Sales and Marketing G. W. Harper Director and Senior 252,018 Vice President - Operations R. D. Offenbacher Director 183,450 and Group Vice President R. A. Reynolds, Jr. Director, Chairman of 520,176 The Board and President C. R. Udell Director and Senior 245,757 Vice President - Business Marketing (1) Includes meeting fees of $300 for attendance at directors' meetings of Graybar and remuneration paid March 15, 2002 under Graybar's Management Incentive Plan with respect to services rendered during 2001.

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