SC 13G 1 schedule13g_2008.htm SCHEDULE 13G schedule13g_2008.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
 OMB APPROVAL
 OMB Number: 3235-0145
 Expires: February 28, 2009
 Estimated average burden
 hours per response. . . 10.4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.__________)*

Graybar Electric Company, Inc.
(Name of Issuer)
 
Common Stock, par value $1.00 per share
(Title of Class of Securities)
 
None
(CUSIP Number)
 
Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[  ] Rule 13d-1(b)
[  ] Rule 13d-1(c)
[X] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior
cover page.

The information required in the remainder of this cover page shall not be deemed to be
“filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).

CUSIP No. .......................................


1. Names of Reporting Persons.
 
    D. E. DeSousa
 
 
2. Check the Appropriate Box if a Member of a Group
    (See Instructions)
 
    (a) X      
 
    (b)        
 
 
    SEC Use Only
3.
 
 
4. Citizenship or Place of Organization: USA
 
 
Number of 5. Sole Voting Power: -0-
Shares        
Beneficially 6.*   Shared Voting Power: 6,497,637
Owned by        
Each Reporting 7.*   Sole Dispositive Power: 8,174
Person With      
        8. Shared Dispositive Power: -0-
 
 
9.* Aggregate Amount Beneficially Owned by Each Reporting Person: 6,497,637
 
 
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares
    (See Instructions): _____
 
 
11. Percent of Class Represented by Amount in Row (9): 80.7%
 
 
12. Type of Reporting Person (See Instructions): IN
 
*Includes 1,377 shares subscribed for by reporting person under the 2008 offering of up 
to 1,000,000 shares of the Common Stock or voting trust interests pursuant to the
Prospectus dated October 22, 2008, as supplemented by the Prospectus Supplement
dated November 7, 2008 (the "2008 Stock Offer"). Does not include the 20% stock
dividend payable to each reporting person on February 2, 2009.

2


1. Names of Reporting Persons.
 
    L. R. Giglio
 
 
2. Check the Appropriate Box if a Member of a Group
    (See Instructions)
 
    (a) X      
 
    (b)        
 
 
    SEC Use Only
3.
 
 
 
4. Citizenship or Place of Organization: USA
 
 
Number of 5. Sole Voting Power: -0-
Shares        
Beneficially 6.*   Shared Voting Power: 6,497,478
Owned by        
Each Reporting 7.*   Sole Dispositive Power: 11,454
Person With      
        8. Shared Dispositive Power: -0-
 
 
9.*   Aggregate Amount Beneficially Owned by Each Reporting Person: 6,497,478
 
 
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares
    (See Instructions): _____
 
 
11.  Percent of Class Represented by Amount in Row (9): 80.7%
 
 
12. Type of Reporting Person (See Instructions): IN
 
*Includes 1,218 shares subscribed for by reporting person under the 2008 Stock Offer.
Does not include the 20% stock dividend payable to each reporting person on February 
2, 2009.

3


1. Names of Reporting Persons.
 
    T. S. Gurganous
 
 
2. Check the Appropriate Box if a Member of a Group
    (See Instructions)    
 
    (a) X      
 
    (b)        
 
 
    SEC Use Only
3.  
 
 
 
4. Citizenship or Place of Organization: USA
 
 
Number of 5. Sole Voting Power: -0-
Shares        
Beneficially 6.* Shared Voting Power: 6,497,289
Owned by        
Each Reporting 7.* Sole Dispositive Power: 12,202
Person With      
        8. Shared Dispositive Power: -0-
 
 
9.*   Aggregate Amount Beneficially Owned by Each Reporting Person: 6,497,289
 
 
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares
    (See Instructions): _____
 
 
11.   Percent of Class Represented by Amount in Row (9): 80.7%
 
 
12. Type of Reporting Person (See Instructions): IN
 
*Includes 1,029 shares subscribed for by reporting person under the 2008 Stock Offer. 
Does not include the 20% stock dividend payable to each reporting person on February 
2, 2009.

4


1. Names of Reporting Persons.
 
    R. D. Offenbacher
 
 
2. Check the Appropriate Box if a Member of a Group
    (See Instructions)    
 
    (a) X      
 
    (b)        
 
 
    SEC Use Only
3.  
 
 
 
4. Citizenship or Place of Organization: USA
  
 
Number of 5. Sole Voting Power: -0-
Shares        
Beneficially 6.*   Shared Voting Power: 6,497,583
Owned by        
Each Reporting 7.*   Sole Dispositive Power: 14,989
Person With      
        8. Shared Dispositive Power: -0-
 
 
9.*   Aggregate Amount Beneficially Owned by Each Reporting Person: 6,497,583
 
 
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
    (See Instructions): _____
 
 
11. Percent of Class Represented by Amount in Row (9): 80.7%
 
 
12. Type of Reporting Person (See Instructions): IN
 
*Includes 1,323 shares subscribed for by reporting person under the 2008 Stock Offer.
Does not include the 20% stock dividend payable to each reporting person on February
2, 2009.

5


1. Names of Reporting Persons.
 
    R. A. Reynolds, Jr.
 
 
2.   Check the Appropriate Box if a Member of a Group
    (See Instructions)    
 
    (a) X      
 
    (b)        
 
 
    SEC Use Only
3.  
 
 
 
4. Citizenship or Place of Organization: USA
 
 
Number of 5. Sole Voting Power: -0-
Shares        
Beneficially 6.*   Shared Voting Power: 6,499,251
Owned by        
Each Reporting 7.*   Sole Dispositive Power: 25,549
Person With      
        8. Shared Dispositive Power: -0-
 
 
9.*   Aggregate Amount Beneficially Owned by Each Reporting Person: 6,499,251
 
 
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
    (See Instructions): _____
 
 
11.   Percent of Class Represented by Amount in Row (9): 80.7%
 
 
12.   Type of Reporting Person (See Instructions): IN
 
*Includes 2,991 shares subscribed for by reporting person under the 2008 Stock Offer. 
Does not include the 20% stock dividend payable to each reporting person on February 
2, 2009.

6


Item 1(a) Name of Issuer:
 
  Graybar Electric Company, Inc.
 
Item 1(b) Address of Issuer’s Principal Executive Offices:
 
  34 North Meramec Avenue
  St. Louis, Missouri 63105
 
Item 2(a) Name of Person Filing:
 
  Pursuant to the provisions of Rule 13d-1(f)(1) under the Securities
  Exchange Act of 1934, this Schedule 13G is being filed on behalf of the
  following persons as Voting Trustees of the Voting Trust established by a
  Voting Trust Agreement dated as of March 16, 2007 (the “Voting Trust”):
 
  (i) D. E. DeSousa
 
  (ii) L. R. Giglio
 
  (iii) T. S. Gurganous
 
  (iv) R. D. Offenbacher
 
  (v) R. A. Reynolds, Jr.
 
  Attached hereto as Exhibit A is the agreement in writing of each of the
  above that this Schedule 13G is filed on behalf of each of them.
 
Item 2(b) Address of Principal Business Office or, if none, Residence:
 
  (i) The principal business office of Messrs. DeSousa, Giglio,
    Gurganous, Offenbacher and Reynolds is:
 
                       c/o Graybar Electric Company, Inc.
                       34 North Meramec Avenue
                       St. Louis, Missouri 63105

7


Item 2(c) Citizenship:
 
  All persons named in response to Item 2(a) are citizens of the United
  States of America.
 
Item 2(d) Title of Class Securities:
 
  Common Stock, par value $1.00 per share.
   
Item 2(e) CUSIP Number:
 
  None – not publicly traded.
 
Item 3 Not Applicable.
 
Item 4 Ownership:
 
  (a) Amount Beneficially Owned:
 
  At December 31, 2008, 6,496,260 shares of Common Stock, par value
  $1.00 per share (the “Common Stock”), of Graybar Electric Company, Inc.
  (“Graybar”) had been deposited in the Voting Trust. 518,339 shares have
been acquired or will be acquired by means of the installment method
under the 2008 Stock Offer and were or will be deposited into the Voting 
Trust. The shares distributed as a result of the 20% stock dividend payable
on February 2, 2009 are not included.

8


The following table shows the beneficial ownership of Voting Trust
Interests representing shares of Common Stock owned at December 31,
2008 by the persons named in response to Item 2(a) (including shares
which each reporting person is entitled to acquire within 60 days of such
date):
 
  Name Number of Shares  
 
  D. E. DeSousa 8,174  
  L. R. Giglio 11,454  
  T. S. Gurganous 12,202  
  R. D. Offenbacher 14,989  
  R. A. Reynolds, Jr. 25,549  
 
 
(b)  Percent of Class:
     
The shares of Common Stock described in response to Item 4(a)
amounted to approximately 80.7% of the outstanding shares of Common
Stock on December 31, 2008.
 
  (c) The following table sets forth, as of December 31, 2008, for each of
the persons named in response to Item 2(a), the number of shares of
Common Stock as to which such person has (i) sole power to vote or to
direct the vote, (ii) shared power to vote or to direct the vote, (iii) sole
power to dispose or to direct the disposition of, or (iv) shared power to
dispose or to direct the disposition of:

        Power to dispose
    Power to vote or to or to direct the
    Direct the vote* disposition of
Name   Sole Shared Sole   Shared
 
D. E. DeSousa   -0- 6,497,637 8,174   -0-
L. R. Giglio   -0- 6,497,478 11,454   -0-
T. S. Gurganous   -0- 6,497,289 12,202   -0-
R. D. Offenbacher   -0- 6,497,583 14,989   -0-
R. A. Reynolds, Jr. -0- 6,499,251 25,549 -0-
 
                 

          *The Voting Trustees may not, without the consent of the holders of Voting Trust
Interests representing at least 75% of the aggregate number of shares of Common
Stock then deposited in the Voting Trust, vote on or consent to the merger or
consolidation of Graybar into another corporation, the sale of all or substantially all of
Graybar’s assets or the liquidation and dissolution of Graybar.

9


Item 5 Ownership of Five Percent or Less of a Class.
 
  If this statement is being filed to report the fact that as of the date hereof
  the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: ( ).
 
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
 
  All dividends payable with respect to shares of Common Stock deposited
  in the Voting Trust (or the Voting Trust Interests issued with respect
  thereto) are payable to the Voting Trustees as the owners of record of
  such shares. The Voting Trustees are authorized to retain, subject to the
  terms of the Voting Trust Agreement, any shares of Common Stock
  received as a stock dividend, and to deliver to each holder of Voting Trust
  Interests representing shares of Common Stock on which such stock
  dividend shall have been paid additional Voting Trust Interests for the
  number of shares received as a dividend with respect to such Common
  Stock. The Voting Trustees pay or cause to be paid to the holders of
  Voting Trust Interests an amount equal to any cash dividends and any
  distribution paid other than in cash or Common Stock. The Voting
  Trustees have no power to direct the sale or to receive the proceeds of a
  sale of the Common Stock deposited in the Voting Trust, such power
  being in the holders of the Voting Trust Interests issued in respect of such
  shares of Common Stock.
 
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
 
  Not applicable.
 
Item 8 Identification and Classification of Members of the Group.
 
  Not applicable.
 
Item 9 Notice of Dissolution of Group.
 
  Not applicable.
 
Item 10 Certification.
 
  Not applicable.

10


Signature

          After reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.


Date: February 12, 2009

 
/S/ D. E. DESOUSA
D. E. DeSousa
 
 
 
 
 

EXHIBIT A

          The persons named below hereby agree to file one Schedule 13G to report
ownership as of December 31, 2008 of Common Stock of Graybar Electric Company,
Inc., and agree that the Schedule 13G to which this agreement, executed in
counterparts, is attached as Exhibit A is filed on behalf of each of them.

 
 
 
/S/ D. E. DESOUSA  
D. E. DeSousa L. R. Giglio
 
   
T. S. Gurganous R. D. Offenbacher
 
 
R. A. Reynolds, Jr.  

11


Signature

          After reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.


Date: February 12, 2009

 
/S/ L. R. GIGLIO
L. R. Giglio
 
 
 
 
 

EXHIBIT A

          The persons named below hereby agree to file one Schedule 13G to report
ownership as of December 31, 2008 of Common Stock of Graybar Electric Company,
Inc., and agree that the Schedule 13G to which this agreement, executed in
counterparts, is attached as Exhibit A is filed on behalf of each of them.

 
 
 
  /S/ L. R. GIGLIO
D. E. DeSousa L. R. Giglio
 
   
T. S. Gurganous R. D. Offenbacher
 
 
R. A. Reynolds, Jr.  

12


Signature

          After reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.


Date: February 12, 2009

 
/S/ T. S. GURGANOUS
T. S. Gurganous
 
 
 
 
 

EXHIBIT A

          The persons named below hereby agree to file one Schedule 13G to report
ownership as of December 31, 2008 of Common Stock of Graybar Electric Company,
Inc., and agree that the Schedule 13G to which this agreement, executed in
counterparts, is attached as Exhibit A is filed on behalf of each of them.

 
 
 
   
D. E. DeSousa L. R. Giglio
   
/S/ T. S. GURGANOUS  
T. S. Gurganous R. D. Offenbacher
 
 
R. A. Reynolds, Jr.  

13


Signature

          After reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.


Date: February 12, 2009

 
/S/ R. D. OFFENBACHER
R. D. Offenbacher
 
 
 
 
 

EXHIBIT A

          The persons named below hereby agree to file one Schedule 13G to report
ownership as of December 31, 2008 of Common Stock of Graybar Electric Company,
Inc., and agree that the Schedule 13G to which this agreement, executed in
counterparts, is attached as Exhibit A is filed on behalf of each of them.

 
 
 
   
D. E. DeSousa L. R. Giglio
   
  /S/ R. D. OFFENBACHER
T. S. Gurganous R. D. Offenbacher
 
 
R. A. Reynolds, Jr.  

14


Signature

          After reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.


Date: February 12, 2009

 
/S/ R. A. REYNOLDS, JR.
R. A. Reynolds, Jr.
 
 
 
 
 

EXHIBIT A

          The persons named below hereby agree to file one Schedule 13G to report
ownership as of December 31, 2008 of Common Stock of Graybar Electric Company,
Inc., and agree that the Schedule 13G to which this agreement, executed in
counterparts, is attached as Exhibit A is filed on behalf of each of them.

 
 
 
   
D. E. DeSousa L. R. Giglio
   
   
T. S. Gurganous R. D. Offenbacher
 
/S/ R. A. REYNOLDS, JR.  
R. A. Reynolds, Jr.  

15