<PAGE> 1
CONFORMED
---------
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, 1998
Names and Addresses of all Voting Trustees (as of March 26, 1999):
- -----------------------------------------------------------------
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. 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:
- ---------------------------------------------------------------------
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.
-2-
<PAGE> 3
INFORMATION REGARDING VOTING TRUST
----------------------------------
PART I
<TABLE>
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
--------- --------- ----------- -------------
<S> <C> <C> <C> <C>
456,085 251,776 4,629,188 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 251,776 shares of Common Stock withdrawn from the
Voting Trust in 1998 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.
-3-
<PAGE> 4
Item 4. Ownership of Voting Trust Certificates and Other Securities.
-----------------------------------------------------------
The following table presents information, as of March 26,
1999, as to Voting Trust Certificates owned of record or
beneficially by each Voting Trustee. As of March 26, 1999,
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 26, of class
of owner and title of class ownership 1999 owned
- -------------------------- ------------------------------ ------------- --------------- ---------
<S> <C> <C> <C> <C>
C. L. Hall Voting Trust Certificates <FA> Of record and 10,259<FB> .187%<FC>
34 North Meramec Avenue beneficially
P.O. Box 7231
St. Louis, Missouri 63177
R. H. Haney Voting Trust Certificates <FA> Of record and 7,430<FB> .136%<FC>
34 North Meramec Avenue beneficially
P.O. Box 7231
St. Louis, Missouri 63177
G. W. Harper Voting Trust Certificates <FA> Of record and 7,615<FB> .139%<FC>
34 North Meramec Avenue beneficially
P.O. Box 7231
St. Louis, Missouri 63177
R. D. Offenbacher Voting Trust Certificates <FA> Of record and 5,129<FB> .094%(<FC>
34 North Meramec Avenue beneficially
P.O. Box 7231
St. Louis, Missouri 63177
R. A. Reynolds, Jr. Voting Trust Certificates <FA> Of record and 5,786<FB> .106%<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 26, 1999, the Voting Trustees together held of record
5,472,578 shares of Common Stock, or 94% of the outstanding shares of
Common Stock.
</TABLE>
-4-
<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 1999 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 $704,434 $88,364
President
R. H. Haney Director 341,108 42,461
and Senior
Vice President
G. W. Harper Director and 288,577 36,797
Vice President-
Operations
R. D. Offenbacher Director 181,392 24,100
and District
Vice President
R. A. Reynolds, Jr. Director 341,108 42,461
and Senior
Vice President
<FN>
<F1> Includes meeting fees of $300 for attendance at directors'
meetings of Graybar and remuneration paid March 15, 1999 under
Graybar's Management Incentive Plan with respect to services
rendered during 1998.
<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 for the
accounts of the individuals listed will be made on March 31, 1999.
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 21,
1997, constituting a part of the Registration Statement on
Form S-1 (Registration No. 333-15761), 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 26, 1999, 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. D. OFFENBACHER
----------------------------------------
R. D. OFFENBACHER
/s/ R. A. REYNOLDS, JR.
----------------------------------------
R. A. REYNOLDS, JR.
-8-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<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>
