<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, 1997
Names and Addresses of all Voting Trustees (as of March 27, 1998):
- -----------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
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
</TABLE>
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 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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<PAGE> 3
INFORMATION REGARDING VOTING TRUST
----------------------------------
PART I
Item 1. Deposit and Withdrawal of Securities (1).
----------------------------------------
<TABLE>
<CAPTION>
Amount Amount
deposited withdrawn Amount Percentage of
during during held at class held at
year year<F2> end of year end of year
--------- --------- ----------- -------------
<S> <C> <C> <C>
262,816 226,864 4,424,879 94%
<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 226,864 shares of Common Stock withdrawn from the Voting
Trust in 1997 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, 1998, as
to Voting Trust Certificates owned of record or beneficially by each Voting
Trustee. As of March 27, 1998, 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 27, of class
of owner and title of class ownership 1998 owned
- -------------------------- ------------------------------ ------------- --------------- ----------
<S> <C> <C> <C> <C>
C. L. Hall Voting Trust Certificates <FA> Of record and 7,154 <FB> .149% <FC>
34 North Meramec Avenue beneficially
P.O. Box 7231
St. Louis, Missouri 63177
R. H. Haney Voting Trust Certificates <FA> Of record and 5,614 <FB> .117% <FC>
34 North Meramec Avenue beneficially
P.O. Box 7231
St. Louis, Missouri 63177
G. W. Harper Voting Trust Certificates <FA> Of record and 6,024 <FB> .125% <FC>
34 North Meramec Avenue beneficially
P.O. Box 7231
St. Louis, Missouri 63177
R. L. Mygrant Voting Trust Certificates <FA> Of record and 5,671 <FB> .118% <FC>
34 North Meramec Avenue beneficially
P.O. Box 7231
St. Louis, Missouri 63177
R. D. Offenbacher Voting Trust Certificates <FA> Of record and 3,971 <FB> .083% <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 1, 1997.
<FB> The number of shares of Common Stock to which such Voting Trust
Certificates relate.
<FC> As of March 27, 1998, the Voting Trustees together held of record
4,805,668 shares of Common Stock, or 94% of the outstanding shares of
Common Stock.
</TABLE>
-4-
<PAGE> 5
Item 5. Business Experience of Voting Trustees.
--------------------------------------
For Messrs. Hall, Haney, Harper and Offenbacher, 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 1998 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.
Mr. Mygrant was employed by Graybar in 1964 and was District
Manager from 1982 to 1995 and District Vice President from 1995
to present. He will retire on May 1, 1998 and has resigned as a
Voting Trustee effective as of May 1, 1998.
Item 6. Business and Professional Connection of Voting
----------------------------------------------
Trustees with Issuer, Affiliates and Underwriters.
-------------------------------------------------
For Messrs. Hall, Haney, Harper and Offenbacher, 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.
Mr. Mygrant was employed by Graybar in 1964 and was District
Manager from 1982 to 1995 and District Vice President from 1995
to present. He will retire on May 1, 1998 and has resigned as a
Voting Trustee effective as of May 1, 1998.
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 $650,302 $80,413
President
R. H. Haney Director 308,072 38,833
and Senior
Vice President
G. W. Harper Director and 275,147 34,919
Vice President-
Operations
R. L. Mygrant Director 188,112 24,872
and District
Vice President
R. D. Offenbacher Director 180,777 22,373
and District
Vice President
<FN>
<F1> Includes meeting fees of $300 for attendance at directors' meetings of
Graybar and remuneration paid March 13, 1998 under Graybar's
Management Incentive Plan with respect to services rendered during
1997.
<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 compensation. Except as otherwise provided in the
Profit Sharing and Savings Plan and the related Trust Agreement, 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 for the accounts of the individuals listed will be made on
March 31, 1998. 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 will be credited to his
deferred compensation account or paid in cash.
</TABLE>
-6-
<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 1, 1997,
attached as Annex A to the Prospectus, dated January 8, 1997,
constituting a part of the Registration Statement on Form S-1
(Registration No. 33-15761), 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, 1998, 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/ 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-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<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>
