<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
ANNUAL REPORT ON FORM 10-K RELATING TO VOTING TRUST CERTIFICATES
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, 1995
Names and Addresses of all Voting Trustees (as of March 27, 1996):
- -----------------------------------------------------------------
C. L. Hall 34 North Meramec Avenue
P.O. Box 7231
St. Louis, Missouri 63177
R. H. Haney 34 North Meramec Avenue
P.O. Box 7231
St. Louis, Missouri 63177
G. W. Harper 34 North Meramec Avenue
P.O. Box 7231
St. Louis, Missouri 63177
R. L. Mygrant 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
Address to which communications to the Voting Trustees should be sent:
- ---------------------------------------------------------------------
C. L. Hall
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
<PAGE> 2
EXPLANATORY NOTE
The Annual Report Relating to Voting Trust Certificates, filed
by the Voting Trustees under a Voting Trust Agreement, dated as of April
15, 1987, 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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<PAGE> 3
<TABLE>
INFORMATION REGARDING VOTING TRUST
----------------------------------
PART I
Item 1. Deposit and Withdrawal of Securities <F1>.
-----------------------------------------
<CAPTION>
Amount Amount
deposited withdrawn Amount Percentage of
during during held at class held at
year year<F2> end of year end of year
--------- --------- ----------- -------------
<C> <C> <C> <C>
271,870 144,129 4,215,983 95%
<FN>
<F1> The securities consist of shares of Common
Stock, par value $1.00 per share (the "Common Stock"),
of Graybar Electric Company, Inc. ("Graybar").
<F2> The 144,129 shares of Common Stock withdrawn
from the Voting Trust in 1995 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.
</TABLE>
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 15 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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<PAGE> 4
Item 4. Ownership of Voting Trust Certificates and Other Securities.
-----------------------------------------------------------
The following table presents information, as of March 27, 1996, as to
Voting Trust Certificates owned of record or beneficially by each
Voting Trustee. As of March 27, 1996, 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.
<TABLE>
<CAPTION>
Amount owned Percent
Name and address Name of issuer Type of as of March of class
of owner and title of class ownership 27, 1996 owned
- -------------------------- ------------------------------ ------------- ------------ ---------
<S> <C> <C> <C> <C>
C. L. Hall Voting Trust Certificates <FA> Of record and 6,192<FB> .136%<FC>
34 North Meramec Avenue beneficially
P. O. Box 7231
St. Louis, Missouri 63177
R. H. Haney Voting Trust Certificates <FA> Of record and 4,859<FB> .107%<FC>
34 North Meramec Avenue beneficially
P. O. Box 7231
St. Louis, Missouri 63177
G. W. Harper Voting Trust Certificates <FA> Of record and 5,214<FB> .115%<FC>
34 North Meramec Avenue beneficially
P.O. Box 7231
St. Louis, Missouri 63177
R. L. Mygrant Voting Trust Certificates <FA> Of record and 4,908<FB> .108%<FC>
34 North Meramec Avenue beneficially
P. O. Box 7231
St. Louis, Missouri 63177
R. D. Offenbacher Voting Trust Certificates <FA> Of record and 3,436<FB> .076%<FC>
34 North Meramec Avenue beneficially
P. O. Box 7231
St. Louis, Missouri 63177
<FN>
- ---------------------
<FA> Issued under the Voting Trust Agreement dated as of April 15, 1987.
<FB> The number of shares of Common Stock to which such Voting Trust
Certificates relate.
<FC> As of March 27, 1996, the Voting Trustees together held of record
4,536,575 shares of Common Stock, or 95% of the outstanding shares of
Common Stock.
</TABLE>
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<PAGE> 5
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 and
Executive Officers--Nominees for Election as Directors" in
Graybar's Information Statement relating to the 1996 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 and Executive Officers -- 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-
<PAGE> 6
<TABLE>
<CAPTION>
Cash Compensation
-----------------------------
Salaries, Profit
Name of Capacities in Bonuses and Sharing
Voting which Compensation Directors' Contribu-
Trustee Received Fees<F1> tions<F2>
----------------- ------------------ ----------- ----------
<S> <C> <C> <C>
C. L. Hall Director and $460,942 $38,439
President
R. H. Haney Director 269,188 24,704
and Senior
Vice President
G. W. Harper Director and 252,348 29,686
Vice President-
Operations
R. L. Mygrant Director 173,497 21,187
and District
Vice President
R. D. Offenbacher Director 164,184 19,532
and District
Vice President
<FN>
<F1> Includes meeting fees of $300 for attendance at directors' meetings of
Graybar and remuneration paid March 15, 1996 under Graybar's Management
Incentive Plan with respect to services rendered during 1995.
<F2> Contributions by the Company under the Profit Sharing and Savings Plan
are made at the discretion of the Board of Directors for eligible
employees and, subject to certain exceptions, are made in proportion to
their annual earnings. Except as otherwise provided in the Deed of Trust,
the moneys held in trust thereunder are paid to employees upon
termination of employment for any reason including their retirement or,
in the event of their death prior to the complete distribution
of their interests, are paid to their estates or designated
beneficiaries. The contributions made for the accounts of the
individuals listed were made as of December 31, 1995. In addition, the
portion of the profit sharing payment earned by an employee in excess of
the annual limitations imposed by Sections 401 or 415 of the Internal
Revenue Code was credited to his deferred compensation account or paid in
cash.
</TABLE>
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<PAGE> 7
Item 12. Lists of Exhibits Filed.
-----------------------
(4) Instruments defining the rights of security holders,
including indentures.
The Voting Trust Agreement dated as of April 15, 1987,
attached as Annex A to the Prospectus, dated January 20,
1987, constituting a part of the Registration Statement on
Form S-13 (Registration No. 2-57861), is incorporated herein
by reference.
-7-
<PAGE> 8
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 27, 1996, 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 15, 1987.
By /S/ C. L. HALL
---------------------------------------
C. L. HALL
/S/ R. H. HANEY
---------------------------------------
R. H. HANEY
/S/ G. W. HARPER
---------------------------------------
G. W. HARPER
/S/ R. L. MYGRANT
---------------------------------------
R. L. MYGRANT
/S/ R. D. OFFENBACHER
---------------------------------------
R. D. OFFENBACHER
-8-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
