Item 1. Deposit and Withdrawal of Securities (1). ----------------------------------------
Item 2.
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.
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.
Item 4.
Item 4. Ownership of Voting Trust Certificates and Other Securities. -----------------------------------------------------------
The following table presents information, as of March 26, 2002, as to Voting Trust Certificates owned of record or beneficially by each Voting Trustee. As of March 26, 2002, 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.
Item 5.
Item 5. Business Experience of Voting Trustees. --------------------------------------
For Messrs. DeSousa, Offenbacher, Reynolds and Udell, 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 2002 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. Harper was employed by Graybar in 1957 and was Vice President - Operations from 1990 to 2001 and Senior Vice President - Operations 2001 to present.
Item 6.
Item 6. Business and Professional Connection of Voting ---------------------------------------------- Trustees with Issuer, Affiliates and Underwriters. -------------------------------------------------
For Messrs. DeSousa, Offenbacher, Reynolds and Udell, 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. Mr. Harper was employed by Graybar in 1957 and was Vice President - Operations from 1990 to 2001 and Senior Vice President - Operations 2001 to present.
Item 7.
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.
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.
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.
Item 12.
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.
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, 2002, 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/ G. W. HARPER ----------------------------------------- G. W. HARPER
/S/ R. D. OFFENBACHER ----------------------------------------- R. D. OFFENBACHER
/S/ R. A. REYNOLDS, JR. ----------------------------------------- R. A. REYNOLDS, JR.
/S/ C. R. UDELL ----------------------------------------- C. R. UDELL