0000205402-20-000002.txt : 20200213 0000205402-20-000002.hdr.sgml : 20200213 20200213172828 ACCESSION NUMBER: 0000205402-20-000002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200213 DATE AS OF CHANGE: 20200213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRAYBAR ELECTRIC CO INC CENTRAL INDEX KEY: 0000205402 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063] IRS NUMBER: 130794380 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14237 FILM NUMBER: 20612221 BUSINESS ADDRESS: STREET 1: 34 N MERAMEC AVE CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3145739200 MAIL ADDRESS: STREET 1: P O BOX 7231 CITY: ST LOUIS STATE: MO ZIP: 63177 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRAYBAR ELECTRIC CO INC CENTRAL INDEX KEY: 0000205402 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063] IRS NUMBER: 130794380 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 34 N MERAMEC AVE CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3145739200 MAIL ADDRESS: STREET 1: P O BOX 7231 CITY: ST LOUIS STATE: MO ZIP: 63177 SC 13G/A 1 schedule13ga2019.htm SC 13G/A Document








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

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 13)*



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)


CUSIP No. …………………………………N/A






1. Names of reporting persons.
 
 
 
 
 
 
Randall R. Harwood
 
 
 
 
 
 
 
 
 
 
 
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:
19,444,816

*
owned by
 
 
 
each reporting
7. Sole dispositive power:
36,065

**
person with:
 
 
 
 
8. Shared dispositive power:
-0-

 
 
 
 
 
 
 
 
 
9. Aggregate amount beneficially owned by each reporting person:
19,444,816

*
 
 
 
 
 
 
 
 
10. Check if the aggregate amount in Row (9) excludes certain shares
 
 
(see instructions): _____
 
 
 
 
 
 
 
 
 
 
 
11. Percent of class represented by amount in Row (9):
84.1
%
 
 
 
 
 
 
 
 
 
12. Type of reporting person (see instructions): IN
 
 

*See Item 4(a) of this Schedule 13G.

**Includes 1,872 shares subscribed for by reporting person under the registered offering of shares by means of the Prospectus, dated November 1, 2019 (the "Prospectus"), which formed a part of the Companys registration statement (No. 333-233402), which shares were deemed issued as of January 3, 2020 (the 2019 Stock Offering). Also includes 1,628 shares received in the 5.0% stock dividend payable to shareholders of record on December 16, 2019, paid on February 7, 2020.





1. Names of reporting persons.
 
 
 
 
 
 
Robert C. Lyons
 
 
 
 
 
 
 
 
 
 
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:
19,444,816

*
owned by
 
 
 
each reporting
7. Sole dispositive power:
27,398

**
person with:
 
 
 
 
8. Shared dispositive power:
-0-

 
 
 
 
 
 
 
 
 
9. Aggregate amount beneficially owned by each reporting person:
19,444,816

*
 
 
 
 
 
 
 
 
10. Check if the aggregate amount in Row (9) excludes certain shares
 
 
(see instructions): _____
 
 
 
 
 
 
 
 
 
 
 
11. Percent of class represented by amount in Row (9):
84.1
%
 
 
 
 
 
 
 
 
 
12. Type of reporting person (see instructions): IN
 
 

*See Item 4(a) of this Schedule 13G.

**Includes 1,635 shares subscribed for by reporting person under the 2019 Stock Offering. Also includes 1,226 shares received in the 5.0% stock dividend payable to shareholders of record on December 16, 2019, paid on February 7, 2020.
 






1. Names of reporting persons.
 
 
 
 
 
 
William P. Mansfield
 
 
 
 
 
 
 
 
 
 
 
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:
19,444,816

*
owned by
 
 
 
each reporting
7. Sole dispositive power:
23,429

**
person with:
 
 
 
 
8. Shared dispositive power:
-0-

 
 
 
 
 
 
 
 
 
9. Aggregate amount beneficially owned by each reporting person:
19,444,816

*
 
 
 
 
 
 
 
 
10. Check if the aggregate amount in Row (9) excludes certain shares
 
 
(see instructions): _____
 
 
 
 
 
 
 
 
 
 
 
11. Percent of class represented by amount in Row (9):
84.1
%
 
 
 
 
 
 
 
 
 
12. Type of reporting person (see instructions): IN
 
 

*See Item 4(a) of this Schedule 13G.

**Includes 1,680 shares subscribed for by reporting person under the 2019 Stock Offering. Also includes 1,035 shares received in the 5.0% stock dividend payable to shareholders of record on December 16, 2019, paid on February 7, 2020.

 







1. Names of reporting persons.
 
 
 
 
 
 
David G. Maxwell
 
 
 
 
 
 
 
 
 
 
 
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:
19,444,816

*
owned by
 
 
 
each reporting
7. Sole dispositive power:
25,037

**
person with:
 
 
 
 
8. Shared dispositive power:
-0-

 
 
 
 
 
 
 
 
 
9. Aggregate amount beneficially owned by each reporting person:
19,444,816

*
 
 
 
 
 
 
 
 
10. Check if the aggregate amount in Row (9) excludes certain shares
 
 
(see instructions): _____
 
 
 
 
 
 
 
 
 
 
 
11. Percent of class represented by amount in Row (9):
84.1
%
 
 
 
 
 
 
 
 
 
12. Type of reporting person (see instructions): IN
 
 

*See Item 4(a) of this Schedule 13G.

**Includes 1,554 shares subscribed for by reporting person under the 2019 Stock Offering. Also includes 1,118 shares received in the 5.0% stock dividend payable to shareholders of record on December 16, 2019, paid on February 7, 2020.

 







1. Names of reporting persons.
 
 
 
 
 
 
Kathleen M. Mazzarella
 
 
 
 
 
 
 
 
 
 
 
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:
19,444,816

*
owned by
 
 
 
each reporting
7. Sole dispositive power:
67,150

**
person with:
 
 
 
 
8. Shared dispositive power:
-0-

 
 
 
 
 
 
 
 
 
9. Aggregate amount beneficially owned by each reporting person:
19,444,816

*
 
 
 
 
 
 
 
 
10. Check if the aggregate amount in Row (9) excludes certain shares
 
 
(see instructions): _____
 
 
 
 
 
 
 
 
 
 
 
11. Percent of class represented by amount in Row (9):
84.1
%
 
 
 
 
 
 
 
 
 
12. Type of reporting person (see instructions): IN
 
 

*See Item 4(a) of this Schedule 13G.

**Includes 5,295 shares subscribed for by reporting person under the 2019 Stock Offering. Also includes 2,945 shares received in the 5.0% stock dividend payable to shareholders of record on December 16, 2019, paid on February 7, 2020.
 







Item 1(a)    Name of issuer:

Graybar Electric Company, Inc.

Item 1(b)    Address of issuers 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(k) under the Securities Exchange Act of 1934, this Schedule 13G is being filed on behalf of the following persons as Voting Trustees on the date of filing (the "Voting Trustees") under the Voting Trust established by a Voting Trust Agreement dated as of March 3, 2017 (together with any successor voting trust, the Voting Trust):

(i)
Randall R. Harwood

(ii)
Robert C. Lyons

(iii)
William P. Mansfield

(iv)
David G. Maxwell

(v)
Kathleen M. Mazzarella

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 Ms. Mazzarella and Messrs. Harwood, Lyons, Mansfield, and Maxwell is:

c/o Graybar Electric Company, Inc.
34 North Meramec Avenue
St. Louis, Missouri 63105

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, 2019, 17,736,493 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 and were held by the Voting Trustees named below. 823,304 shares have been acquired or will be acquired by means of the installment method under the 2019 Stock Offering and were or will be deposited into the Voting Trust. 885,019 shares were distributed as a result of the 5% stock dividend paid on February 7, 2020. As indicated in paragraph (c) below, each of the persons named in response to Item 2(a) has shared beneficial ownership (power to vote or direct the voting) of all of the shares held or deemed to be held in the Voting Trust.

The following table shows the ownership (sole power to dispose or direct the disposition) of Voting Trust Interests representing shares of Common Stock owned at December 31, 2019 by the Voting Trustees at December 31, 2019, as well as named in response to Item 2(a) (including shares, the ownership of which each reporting person is entitled to acquire within 60 days of such date):


Name
 
Number of Shares
 
 
 
Randall R. Harwood
 
36,065

 
Robert C. Lyons
 
27,398

 
William P. Mansfield
 
23,429

 
David G. Maxwell
 
25,037

 
Kathleen M. Mazzarella
 
67,150

 
_________________________

(b)    Percent of class:

The shares of Common Stock described in response to Item 4(a) amounted to approximately 84.1% of the outstanding shares of Common Stock on December 31, 2019.

(c)    The following table sets forth, as of December 31, 2019, for each of the persons serving as Voting Trustee at December 31, 2019, as well as 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 vote or to direct the vote*
 
 
Power to dispose or to direct the disposition of
Name
 
Sole
Shared
 
Sole
Shared
 
 
 
 
 
 
 
Randall R. Harwood
 
-0-
19,444,816

 
 
36,065

 
-0-
Robert C. Lyons
 
-0-
19,444,816

 
 
27,398

 
-0-
William P. Mansfield
 
-0-
19,444,816

 
 
23,429

 
-0-
David G. Maxwell
 
-0-
19,444,816

 
 
25,037

 
-0-
Kathleen M. Mazzarella
 
-0-
19,444,816

 
 
67,150

 
-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 Graybars assets or the liquidation and dissolution of Graybar.


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 5 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 or Control Person.

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
Certifications.

Not applicable.

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 13, 2020



/S/ RANDALL R. HARWOOD
Randall R. Harwood
 
Voting Trustee
 






EXHIBIT A

The persons named below hereby agree to file one Schedule 13G to report ownership as of December 31, 2019 of Common Stock of Graybar Electric Company, Inc., and agree that Amendment No. 13 to the Schedule 13G, to which this agreement, executed in counterparts, is attached as Exhibit A is filed on behalf of each of them.




/S/ RANDALL R. HARWOOD
 
 
Randall R. Harwood
 
Robert C. Lyons
 
 
 
 
 
 
William P. Mansfield
 
David G. Maxwell
 
 
 
 
 
 
Kathleen M. Mazzarella
 
 
 
 
 




















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 13, 2020



/S/ ROBERT C. LYONS
Robert C. Lyons
Voting Trustee






EXHIBIT A

The persons named below hereby agree to file one Schedule 13G to report ownership as of December 31, 2019 of Common Stock of Graybar Electric Company, Inc., and agree that Amendment No. 13 to the Schedule 13G, to which this agreement, executed in counterparts, is attached as Exhibit A is filed on behalf of each of them.




 
 
/S/ ROBERT C. LYONS
Randall R. Harwood
 
Robert C. Lyons
 
 
 
 
 
 
William P. Mansfield
 
David G. Maxwell
 
 
 
 
 
 
Kathleen M. Mazzarella
 
 
 
 
 
 
 
 
 
 
 
 
 
 



















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 13, 2020



/S/ WILLIAM P. MANSFIELD
William P. Mansfield
Voting Trustee






EXHIBIT A

The persons named below hereby agree to file one Schedule 13G to report ownership as of December 31, 2019 of Common Stock of Graybar Electric Company, Inc., and agree that Amendment No. 13 to the Schedule 13G, to which this agreement, executed in counterparts, is attached as Exhibit A is filed on behalf of each of them.




 
 
 
Randall R. Harwood
 
Robert C. Lyons
 
 
 
/S/ WILLIAM P. MANSFIELD
 
 
William P. Mansfield
 
David G. Maxwell
 
 
 
 
 
 
Kathleen M. Mazzarella
 
 
 
 
 




















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 13, 2020



/S/ DAVID G. MAXWELL
David G. Maxwell
Voting Trustee






EXHIBIT A

The persons named below hereby agree to file one Schedule 13G to report ownership as of December 31, 2019 of Common Stock of Graybar Electric Company, Inc., and agree that Amendment No. 13 to the Schedule 13G, to which this agreement, executed in counterparts, is attached as Exhibit A is filed on behalf of each of them.




 
 
 
Randall R. Harwood
 
Robert C. Lyons
 
 
 
 
 
/S/ DAVID G. MAXWELL
William P. Mansfield
 
David G. Maxwell
 
 
 
 
 
 
Kathleen M. Mazzarella
 
 
 
 
 



















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 13, 2020



/S/ KATHLEEN M. MAZZARELLA
Kathleen M. Mazzarella
Voting Trustee






EXHIBIT A

The persons named below hereby agree to file one Schedule 13G to report ownership as of December 31, 2019 of Common Stock of Graybar Electric Company, Inc., and agree that Amendment No. 13 to the Schedule 13G, to which this agreement, executed in counterparts, is attached as Exhibit A is filed on behalf of each of them.




 
 
 
Randall R. Harwood
 
Robert C. Lyons
 
 
 
 
 
 
William P. Mansfield
 
David G. Maxwell
 
 
 
/S/ KATHLEEN M. MAZZARELLA
 
 
Kathleen M. Mazzarella