WESCO International, Inc. 424B4
Filed Pursuant to Rule 424(b)(4)
Registration No. 333-123307
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 18, 2005)
9,075,536 Shares
WESCO International, Inc.
Common Stock
This is a public offering of common stock of
WESCO International, Inc. All of the 9,075,536 shares are being
offered by the selling stockholders named in this prospectus
supplement.
The common stock is listed on the New York Stock
Exchange under the symbol WCC. The last reported
sale price of the common stock on July 28, 2005 was $35.02
per share.
Investing in our common stock involves risks. See Risk
Factors beginning on page 2 of the prospectus
accompanying this prospectus supplement.
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Per Share |
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Total |
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Public offering price
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$ |
34.05 |
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$ |
309,022,001 |
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Underwriting discounts and commissions
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$ |
0.10 |
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$ |
907,554 |
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Proceeds to selling stockholders (before expenses)
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$ |
33.95 |
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$ |
308,114,447 |
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Neither the Securities and Exchange Commission
nor any other regulatory body has approved or disapproved of
these securities or passed on the accuracy or adequacy of this
prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
Lehman Brothers expects to deliver the shares on
or about August 3, 2005.
LEHMAN BROTHERS
July 29, 2005.
TABLE OF CONTENTS
Prospectus Supplement
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S-1 |
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S-1 |
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S-1 |
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S-2 |
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S-2 |
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S-3 |
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S-4 |
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S-7 |
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S-7 |
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Prospectus
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Summary
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1 |
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Risk Factors
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2 |
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Forward-Looking Statements
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4 |
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Use of Proceeds
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5 |
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Selling Stockholders
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5 |
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Plan of Distribution
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6 |
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Legal Matters
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8 |
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Experts
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8 |
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i
ABOUT THIS PROSPECTUS SUPPLEMENT
You should rely only on the information
contained in or incorporated by reference into this prospectus
supplement and the accompanying prospectus. We have not, and the
underwriter has not, authorized anyone to provide you with
information that is different. This prospectus supplement is not
an offer to sell or solicitation of an offer to buy these shares
of common stock in any circumstances under which the offer or
solicitation is unlawful. You should not assume that the
information we have included in this prospectus supplement or
the accompanying prospectus is accurate as of any date other
than the date of this prospectus supplement or the accompanying
prospectus or that any information we have incorporated by
reference is accurate as of any date other than the date of the
document incorporated by reference regardless of the time of
delivery of this prospectus supplement or of any such shares of
our common stock.
This document is in two parts. The first part is
this prospectus supplement, which adds to and updates
information contained in the accompanying prospectus and the
documents incorporated by reference into the accompanying
prospectus. The second part is the accompanying prospectus,
which gives more general information, some of which may not
apply to this offering of common stock. This prospectus
supplement adds, updates and changes information contained in
the accompanying prospectus and the information incorporated by
reference. To the extent the information contained in this
prospectus supplement differs or varies from the information
contained in the accompanying prospectus or any document
incorporated by reference, the information in this prospectus
supplement shall control.
No dealer, sales person or other person is
authorized to give any information or to represent anything not
contained in this prospectus supplement or the accompanying
prospectus. You must not rely on any unauthorized information or
representations. This prospectus supplement and the accompanying
prospectus are an offer to sell only the securities specifically
offered by it, but only under circumstances and in jurisdictions
where it is lawful to do so.
RISK FACTORS
Investing in our common stock involves risks. To
better understand the risks involved in an investment in our
common stock, before deciding whether to purchase any of our
common stock, please carefully read the risks set forth under
the caption Risk Factors in the accompanying
prospectus and the risks described in the other documents
incorporated by reference into this prospectus supplement and
the accompanying prospectus.
WESCO INTERNATIONAL, INC.
With sales of approximately $3.7 billion in
2004 and approximately $4.0 billion in the twelve months
ended June 30, 2005, we are a leading North American
provider of electrical construction products and electrical and
industrial maintenance, repair and operating supplies, commonly
referred to as MRO. We believe that we are the
second largest distributor in the estimated $83 billion
U.S. electrical distribution industry, and the largest provider
of integrated supply services for MRO goods and services in the
United States. Our integrated supply solutions and outsourcing
services are designed to fulfill a customers industrial
MRO procurement needs through a highly automated, proprietary
electronic procurement and inventory replenishment system. We
have approximately 350 full service branches and five
distribution centers located in 48 states, nine Canadian
provinces, Puerto Rico, Mexico, Guam, the United Kingdom,
Nigeria, United Arab Emirates and Singapore. We serve over
100,000 customers worldwide, offering over 1,000,000 products
from over 24,000 suppliers. Our diverse customer base includes a
wide variety of industrial companies; contractors for
industrial, commercial and residential projects; utility
companies; and commercial, institutional and governmental
customers. Our top ten customers accounted for approximately 11%
of our sales in 2004. Our leading market positions, experienced
workforce, extensive geographic reach, broad product and service
offerings and acquisition program have enabled us to grow our
market positions.
S-1
RECENT DEVELOPMENTS
On July 21, 2005, we announced our financial
results for the six months ended June 30, 2005. We reported
that:
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net sales for the six months ended June 30,
2005 were $2.1 billion versus $1.8 billion in the
comparable period in 2004;
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gross margin for the six months ended
June 30, 2005 was 18.5% versus 19.4% in the comparable
period in 2004;
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operating income totaled $87.5 million for
the six months ended June 30, 2005 versus
$69.1 million in the comparable period in 2004;
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net income for the six months ended June 30,
2005, including a $6.5 million charge in the first quarter
for redeeming a portion of our senior subordinated notes, was
$38.7 million versus $28.8 million in the comparable
period in 2004; and
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diluted earnings per share were $0.79 per share
for the six months ended June 30, 2005 versus $0.67 per
share in the comparable period in 2004.
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PRICE RANGE OF OUR COMMON STOCK AND DIVIDEND
POLICY
Our common stock is listed on the New York Stock
Exchange. The following table sets forth, for the periods
indicated, the range of high and low sales prices per share of
our common stock as reported on the New York Stock Exchange for
the periods indicated.
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High |
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Low |
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Year Ended December 31, 2003:
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First Quarter
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$ |
5.73 |
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$ |
3.32 |
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Second Quarter
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6.45 |
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3.40 |
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Third Quarter
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7.30 |
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4.96 |
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Fourth Quarter
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9.50 |
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5.20 |
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Year Ended December 31, 2004:
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First Quarter
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$ |
16.20 |
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$ |
8.87 |
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Second Quarter
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18.75 |
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13.20 |
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Third Quarter
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25.75 |
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16.00 |
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Fourth Quarter
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30.14 |
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20.50 |
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Year Ending December 31, 2005:
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First Quarter
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$ |
37.37 |
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$ |
27.12 |
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Second Quarter
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31.93 |
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23.14 |
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Third Quarter (through July 28, 2005)
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35.35 |
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31.26 |
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On July 28, 2005, the last sale price of our
common stock as reported on the New York Stock Exchange was
$35.02 per share.
We have not paid dividends on our common stock,
and do not presently plan to pay dividends in the foreseeable
future. We currently expect that earnings will be retained and
reinvested to support either business growth or debt reduction.
In addition, our revolving credit facility and the indenture
under which our senior subordinated notes were issued restrict
our ability to pay dividends.
S-2
SELLING STOCKHOLDERS
The table below sets forth, as of the date of
this prospectus supplement and as adjusted for the sale of an
aggregate of 9,075,536 shares of our common stock offered hereby
by the selling stockholders listed below, information concerning
the beneficial ownership of our common stock by the selling
stockholders in this offering.
A person is deemed to have beneficial
ownership of any shares of common stock when a person or
persons have the right to acquire them within 60 days after
the date of this prospectus supplement. For purposes of
computing the percentage of outstanding shares of common stock
held by each selling stockholder named below, any shares which a
selling stockholder has the right to acquire within 60 days
after the date of this prospectus supplement is deemed to be
outstanding but is not deemed to be outstanding for the purpose
of computing the percentage ownership of any other selling
stockholder.
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Beneficial Ownership |
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Beneficial Ownership |
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Before Offering |
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Number of |
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After Offering |
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Shares of |
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Number of |
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Percent of |
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Common Stock |
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Number of |
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Percent of |
Selling Stockholder |
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Shares |
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Class |
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Sold in Offering |
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Shares |
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Class |
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Cypress Merchant Banking Partners L.P.(1)
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8,628,637 |
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18.4 |
% |
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8,628,637 |
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Cypress Offshore Partners L.P.(1)
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446,899 |
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* |
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446,899 |
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* |
Indicates ownership of less than 1.0% of our
common stock.
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(1) |
The Cypress Group LLC is the general partner of
Cypress Associates L.P. Cypress Associates L.P. is the general
partner of Cypress Merchant Banking Partners L.P. and Cypress
Offshore Partners L.P. Messrs. James L. Singleton and James
A. Stern, who are directors of WESCO International, are members
of Cypress and may be deemed to share beneficial ownership of
the shares of common stock shown as beneficially owned by such
Cypress funds. Messrs. Singleton and Stern disclaim
beneficial ownership of such shares.
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S-3
UNDERWRITING
Under the terms of an underwriting agreement,
which will be filed as an exhibit to a current report on
Form 8-K and incorporated into the registration statement,
of which this prospectus supplement and the accompanying
prospectus constitute a part, Lehman Brothers Inc. has agreed to
purchase from the selling stockholders named in this prospectus
supplement, and the selling stockholders named in this
prospectus supplement have agreed to sell to the underwriter,
9,075,536 shares of our common stock.
The underwriting agreement provides that the
underwriters obligation to purchase shares of common stock
depends on the satisfaction of the conditions contained in the
underwriting agreement, including:
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the obligation to purchase all of the shares of
common stock offered hereby, if any of the shares are purchased;
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the representations and warranties made by us and
the selling stockholders to the underwriter are true and correct;
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there is no material change in the financial
markets; and
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we deliver customary closing documents to the
underwriter.
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Commissions and Expenses
The underwriter has advised us that the
underwriter proposes to offer the shares of common stock
directly to the public at the public offering price set forth on
the cover page of this prospectus supplement, and to selected
dealers, at such public offering price less a selling concession
not in excess of $0.05 per share. After the offering, the
underwriter may change the offering price and other selling
terms.
The following table summarizes the underwriting
discounts and commissions that the selling stockholders named in
this prospectus supplement will pay to the underwriter. The
underwriting fee is the difference between the initial price to
the public and the amount the underwriter pays to the selling
stockholders named in this prospectus supplement for the shares.
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Per Share |
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Total |
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Paid by the selling stockholders
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$ |
0.10 |
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$ |
907,554 |
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The expenses of the offering that are payable by
us are estimated to be $100,000 (exclusive of underwriting
discounts and commissions). We have agreed to pay expenses
incurred by the selling stockholders named in this prospectus
supplement in connection with the offering, other than the
underwriting discounts and commissions.
Indemnification
We and the selling stockholders named in this
prospectus supplement have agreed to indemnify the underwriter
against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, and to contribute to
payments that the underwriter may be required to make for these
liabilities.
S-4
Stabilization and Short Positions
In connection with this offering, the underwriter
may engage in stabilizing transactions, covering transactions or
purchases for the purpose of pegging, fixing or maintaining the
price of the common stock, in accordance with Regulation M
under the Securities Exchange Act of 1934, as amended:
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Stabilizing transactions permit bids to purchase
the underlying security so long as the stabilizing bids do not
exceed a specified maximum.
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Covering transactions involve purchases of the
common stock in the open market after the distribution has been
completed in order to cover short positions.
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These stabilizing transactions and covering
transactions may have the effect of raising or maintaining the
market price of our common stock or preventing or retarding a
decline in the market price of our common stock. As a result,
the price of our common stock may be higher than the price that
might otherwise exist in the open market. These transactions, if
commenced, may be discontinued at any time.
Neither we nor the underwriter make any
representation or prediction as to the direction or magnitude of
any effect that the transactions described above may have on the
price of our common stock. In addition, neither we nor the
underwriter make any representation that the underwriter will
engage in these stabilizing transactions or that any
transaction, once commenced, will not be discontinued without
notice.
European Union Prospectus Directive
The underwriter has represented that (i) it
has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning
of Section 21 of the Financial Services and Markets Act
2000 (the FSMA)) received by it in connection with
the issue or sale of any shares of common stock in circumstances
in which Section 21(1) of the FSMA does not apply to us and
(ii) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the offered shares of common stock in, from or
otherwise involving the United Kingdom.
In relation to each Member State of the European
Economic Area which has implemented the Prospectus Directive
(each, a Relevant Member State), the underwriter has
represented and agreed that with effect from and including the
date on which the European Union Prospectus Directive (the
EU Prospectus Directive) is implemented in that
Relevant Member State (the Relevant Implementation
Date), it has not made and will not make an offer of
shares of common stock to the public in that Relevant Member
State prior to the publication of a prospectus in relation to
the shares which has been approved by the competent authority in
that Relevant Member State or, where appropriate, approved in
another Relevant Member State and notified to the competent
authority in that Relevant Member State, all in accordance with
the EU Prospectus Directive, except that it may, with effect
from and including the Relevant Implementation Date, make an
offer of shares to the public in that Relevant Member State at
any time:
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(a) to legal entities which are authorized
or regulated to operate in the financial markets or, if not so
authorized or regulated, whose corporate purpose is solely to
invest in securities;
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(b) to any legal entity which has two or
more of (1) an average of at least 250 employees during the
last financial year; (2) a total balance sheet of more than
43,000,000 and
(3) an annual net turnover of more than
50,000,000, as
shown in its last annual or consolidated accounts; or
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(c) in any other circumstances which do not
require the publication by the issuer of a prospectus pursuant
to Article 3 of the EU Prospectus Directive.
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For the purposes of this provision, the
expression an offer of shares to the public in
relation to any shares of common stock in any Relevant Member
State means the communication in any form and by any means of
sufficient information on the terms of the offer and the shares
to be offered so as to enable an investor to decide to purchase
or subscribe for the shares, as the same may be varied in that
Member State by any measure implementing the EU Prospectus
Directive in that Member State and the expression EU
S-5
Prospectus Directive means Directive 2003/71/ EC
and includes any relevant implementing measure in each Relevant
Member State.
Electronic Distribution
This prospectus supplement and the accompanying
prospectus in electronic format may be made available on the
Internet sites or through other online services maintained by
the underwriter or by its affiliates. In those cases,
prospective investors may view offering terms online and may be
allowed to place orders online. The underwriter may agree with
us to allocate a specific number of shares for sale to online
brokerage account holders. Any such allocation for online
distributions will be made by the underwriter on the same basis
as other allocations.
Other than this prospectus supplement and the
accompanying prospectus in electronic format, the information on
the underwriters web site and any information contained in
any other web site maintained by the underwriter is not part of
this prospectus supplement and the accompanying prospectus or
the registration statement of which this prospectus supplement
and the accompanying prospectus form a part, has not been
approved and/or endorsed by us or the underwriter in its
capacity as underwriter and should not be relied upon by
investors.
Stamp Taxes
If you purchase shares of common stock offered in
this prospectus supplement and the accompanying prospectus, you
may be required to pay stamp taxes and other charges under the
laws and practices of the country of purchase, in addition to
the offering price listed on the cover page of this prospectus
supplement.
Relationship
The underwriter and its related entities have
engaged and may in the future engage in commercial and
investment banking transactions with us and the selling
stockholders in the ordinary course of their business. They have
received customary compensation and expenses for these
commercial and investment banking transactions.
S-6
VALIDITY OF COMMON STOCK
The validity of the shares of common stock
offered hereby is being passed upon for us by Kirkpatrick &
Lockhart Nicholson Graham LLP, Pittsburgh, Pennsylvania. The
selling stockholders are being represented by Simpson Thacher
& Bartlett LLP, New York, New York, and the underwriter is
being represented by Sullivan & Cromwell LLP, New York, New
York.
EXPERTS
The consolidated financial statements and
managements assessment of the effectiveness of internal
control over financial reporting (which is included in
Managements Report on Internal Control over Financial
Reporting) incorporated in this prospectus supplement by
reference to the Annual Report on Form 10-K for the year
ended December 31, 2004 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, an
independent registered public accounting firm, given on the
authority of said firm as experts in auditing and accounting.
S-7
PROSPECTUS
WESCO INTERNATIONAL, INC.
13,075,536 Shares
of Common Stock
The selling stockholders identified on page 5 may sell from
time to time up to 13,075,536 shares of common stock of
WESCO International, Inc. owned by them.
The common stock of WESCO International is listed on the New
York Stock Exchange and trades under the ticker symbol
WCC.
This prospectus describes some of the general terms that may
apply to these securities and the general manner in which these
shares may be offered. The specific terms of any shares of
common stock to be offered, and the specific manner in which
they may be offered, will be described in one or more
supplements to this prospectus. This prospectus may not be used
to sell shares of common stock unless it is accompanied by a
prospectus supplement.
We urge you to carefully read Risk Factors
beginning on page 2 and other information included or
incorporated by reference in this prospectus and any prospectus
supplement for a discussion of factors you should carefully
consider before deciding to invest in any securities offered by
this prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER
REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES
OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is April 18, 2005.
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION
Available Information
We have filed a registration statement on Form S-3
(together with all amendments, exhibits, schedules and
supplements thereto, the registration statement)
under the Securities Act of 1933, as amended (the
Securities Act). This prospectus, which forms part
of that registration statement, does not contain all of the
information set forth in that registration statement.
We file reports, proxy statements and other information with the
SEC. These reports, proxy statements and other information that
we file with the SEC can be read and copied at the SECs
Public Reference Room at 100 F Street, N.E.,
Room 1580, Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 to obtain further information on the operation
of the Public Reference Room. The SEC maintains an Internet site
that contains reports, proxy and information statements and
other information regarding issuers that file electronically
with the SEC, including us. The SECs Internet address is
http://www.sec.gov. In addition, our common stock, $.01 par
value, is listed on the New York Stock Exchange under the ticker
symbol WCC, and our reports and other information
can be inspected at the offices of the NYSE, 20 Broad
Street, New York, New York 10005. Our Internet address is
http://www.wesco.com. The information on our Internet site is
not a part of this prospectus.
Incorporation by Reference
The SEC allows us to incorporate by reference
information that we file with it. This means that we can
disclose important information to you by referring you to other
documents. Any information we incorporate in this manner is
considered part of this prospectus except to the extent updated
and superseded by information contained in this prospectus. Some
information that we file with the SEC after the date of this
prospectus and until the selling stockholders named in this
prospectus sell all of the shares of common stock covered by
this prospectus will automatically update and supersede the
information contained in this prospectus.
We incorporate by reference the following documents that we have
filed with the SEC and any filings that we will make with the
SEC in the future under Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended (the
Exchange Act) until all of the shares of common
stock covered by this prospectus are sold by the selling
stockholders named in this prospectus, including between the
date of this prospectus and the date on which the registration
statement of which this prospectus is a part is declared
effective by the SEC:
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Our SEC Filings (File No. 001-14989) |
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Period for or Date of Filing |
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Annual Report on Form 10-K
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Year Ended December 31, 2004 |
Current Reports on Form 8-K
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January 13 and February 4, 2005 |
Form 8-A
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May 4, 1999 |
Pursuant to General Instruction B of Form 8-K, any
information submitted under Item 2.02, Results of
Operations and Financial Condition, or Item 7.01,
Regulation FD Disclosure, of Form 8-K is not deemed to
be filed for the purpose of Section 18 of the
Exchange Act, and we are not subject to the liabilities of
Section 18 with respect to information submitted under
Item 2.02 or Item 7.01 of Form 8-K. We are not
incorporating by reference any information submitted under
Item 2.02 or Item 7.01 of Form 8-K into any
filing under the Securities Act or the Exchange Act or into this
prospectus.
Statements contained in this prospectus as to the contents of
any contract or other document referred to in this prospectus do
not purport to be complete, and where reference is made to the
particular provisions of that contract or other document, those
references are qualified in all respects by reference to all of
the provisions contained in that contract or other document. Any
statement contained in a document incorporated by reference, or
deemed to be incorporated by reference, into this prospectus
will be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is incorporated
by reference in this prospectus modifies or supersedes that
statement. Any such statement so modified or superseded will not
be deemed, except as so modified or superseded, to constitute a
part of this prospectus.
We will provide without charge, upon written or oral request, a
copy of any or all of the documents that are incorporated by
reference into this prospectus and a copy of any or all other
contracts or documents which are referred to in this prospectus.
Requests should be directed to: WESCO International, Inc.,
Attention: Corporate Secretary, 225 West Station Square Drive,
Suite 700, Pittsburgh, Pennsylvania 15219, telephone
number: (412) 454-2200. You also may review a copy of the
registration statement and its exhibits at the SECs Public
Reference Room in Washington, D.C., as well as through the
SECs Internet site.
ii
SUMMARY
This summary is a brief discussion of material information
contained in, or incorporated by reference into, this prospectus
as further described above under Where You Can Find More
Information. This summary does not contain all of the
information that you should consider before investing in our
common stock. We urge you to carefully read this entire
prospectus, the documents incorporated by reference into this
prospectus and the prospectus supplement relating to the shares
of common stock that you propose to buy, especially any
description of investment risks that we may include in the
prospectus supplement. Unless the context otherwise requires,
references to WESCO International, the
Company, we, our and
us and similar terms mean WESCO International, Inc.
and its subsidiaries and predecessors.
WESCO International, Inc.
With sales of approximately $3.7 billion in 2004, we are a
leading North American provider of electrical construction
products and electrical and industrial maintenance, repair and
operating supplies, commonly referred to as MRO. We
are the second largest distributor in the estimated
$83 billion U.S. electrical distribution industry, and
the largest provider of integrated supply services. Our
integrated supply solutions and outsourcing services are
designed to fulfill a customers industrial MRO procurement
needs through a highly automated, proprietary electronic
procurement and inventory replenishment system. This system
allows our customers to consolidate suppliers and reduce their
procurement and operating costs. We have approximately 350
branches and five distribution centers located in
48 states, nine Canadian provinces, Puerto Rico, Mexico,
Guam, the United Kingdom, Nigeria, United Arab Emirates and
Singapore. We serve over 100,000 customers worldwide, offering
over 1,000,000 products from over 24,000 suppliers. Our diverse
customer base includes a wide variety of industrial companies;
contractors for industrial, commercial and residential projects;
utility companies; and commercial, institutional and
governmental customers. Our leading market positions,
experienced workforce, extensive geographic reach, broad product
and service offerings and acquisition program have enabled us to
compete effectively against the companies in our industry.
We are a Delaware corporation with our principal executive
offices located at 225 West Station Square Drive,
Suite 700, Pittsburgh, Pennsylvania 15219, telephone
number (412) 454-2200. Our Internet website is
www.wesco.com. Information contained on our website is
not part of, and should not be construed as being incorporated
by reference into, this prospectus.
About This Prospectus
This prospectus is part of a registration statement that we
filed with the SEC utilizing a shelf registration
process. Under this shelf process, one or more of the selling
stockholders named in this prospectus may sell up to an
aggregate of 13,075,536 shares of our common stock in one
or more offerings from time to time. Each time any of the
selling stockholders offer common stock under this prospectus,
we will provide you with a prospectus supplement that will
describe the specific amounts and prices of the common stock
being offered, as well as market price and dividend information.
The prospectus supplement may also add, update or change
information contained in this prospectus.
You also should read the documents we have referred to you in
Where You Can Find More Information for additional
information about our company, including our financial
statements.
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RISK FACTORS
An investment in our common stock involves risks. In deciding
whether to invest in our common stock, you should carefully
consider the following risk factors and the other information
included or incorporated by reference in this prospectus. The
risks described below are not the only ones we face. Additional
risks and uncertainties that we are unaware of, or that we
currently deem immaterial, also may become important factors
that affect us. If any of these risks occurs, our business and
financial results could be materially adversely affected. In
that case, the trading price of our common stock could decline,
and you could lose all or part of your investment.
Our substantial amount of debt requires significant debt
service obligations that could adversely affect our ability to
fulfill our obligations and could limit our growth and impose
restrictions on our business.
We are and will continue to be for the foreseeable future
significantly leveraged. On March 1, 2005, we redeemed
$123.7 million in principal amount of our
91/8% senior
subordinated notes due 2008. Following the redemption, we have
outstanding $199.7 million aggregate principal amount of
91/8% senior
subordinated notes due 2008. We and our subsidiaries may incur
additional indebtedness in the future, subject to certain
limitations contained in the instruments governing our
indebtedness. Accordingly, we will have significant debt service
obligations. These amounts exclude our accounts receivable
securitization program, through which we may sell up to
$325.0 million of our accounts receivable to a third-party
conduit and remove these receivables and the associated debt
from our consolidated balance sheet.
Our debt service obligations have important consequences,
including but not limited to the following:
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a substantial portion of cash flow from our operations will be
dedicated to the payment of principal and interest on our
indebtedness, thereby reducing the funds available for
operations, future business opportunities and acquisitions and
other purposes and increasing our vulnerability to adverse
general economic and industry conditions; |
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our ability to obtain additional financing in the future may be
limited; |
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as a result of our interest rate swap agreements, approximately
$100.0 million of our fixed rate indebtedness has been
effectively converted to variable rates of interest, which will
make us vulnerable to increases in interest rates; |
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we are more leveraged than certain of our competitors, which
might place us at a competitive disadvantage; and |
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we may be hindered in our ability to adjust rapidly to changing
market conditions. |
Our ability to make scheduled payments of the principal of, or
to pay interest on, or to refinance our indebtedness and to make
scheduled payments under our operating leases or to fund planned
capital expenditures or finance acquisitions will depend on our
future performance, which to a certain extent is subject to
economic, financial, competitive and other factors beyond our
control. There can be no assurance that our business will
continue to generate sufficient cash flow from operations in the
future to service our debt, make necessary capital expenditures
or meet other cash needs. If unable to do so, we may be required
to refinance all or a portion of our existing debt, to sell
assets or to obtain additional financing.
A $190.0 million portion of the purchase commitments under
our Receivables Facility requires an annual renewal of its
terms. That portion of the arrangement expires on
August 30, 2005. The remaining $135.0 million portion
of the purchase commitments under the facility has a three-year
term expiring on August 29, 2007. There can be no assurance
that available funding or that any sale of assets or additional
financing would be possible in amounts on terms favorable to us.
Over the next three years, we are obligated to pay approximately
$52.0 million relating to earnout agreements associated
with past acquisitions, of which $50.0 million is
represented by a note payable
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which is included in our consolidated indebtedness as of
December 31, 2004. Another acquisition agreement also
contains contingent consideration provisions of up to
$17.0 million.
Restrictive debt covenants contained in our revolving credit
facility and the indenture under which our senior subordinated
notes were issued may limit our ability to take certain
actions.
The revolving credit facility and the indenture under which our
senior subordinated notes were issued contain financial and
operating covenants that limit the discretion of our management
with respect to certain business matters including incurring
additional indebtedness and paying dividends. The revolving
credit facility also requires us to meet certain fixed charge
tests depending on credit line availability. Our ability to
comply with these and other provisions of the revolving credit
facility and the indenture may be affected by changes in
economic or business conditions or other events beyond our
control. A failure to comply with the obligations contained in
the revolving credit facility or the indenture could result in
an event of default under either the revolving credit facility
or the indenture which could result in acceleration of the
related debt and the acceleration of debt under other
instruments evidencing indebtedness that may contain
cross-acceleration or cross-default provisions. If the
indebtedness under the revolving credit facility were to be
accelerated, there can be no assurance that our assets would be
sufficient to repay in full such indebtedness and our other
indebtedness.
Downturns in the electrical distribution industry have had in
the past, and may in the future have, an adverse effect on our
sales and profitability.
The electrical distribution industry is affected by changes in
economic conditions, including national, regional and local
slowdowns in construction and industrial activity, which are
outside our control. Our operating results may also be adversely
affected by increases in interest rates that may lead to a
decline in economic activity, particularly in the construction
market, while simultaneously resulting in higher interest
payments under the revolving credit facility. In addition,
during periods of economic slowdown, such as the one we recently
experienced, our credit losses, based on history, could
increase. There can be no assurance that economic slowdowns,
adverse economic conditions or cyclical trends in certain
customer markets will not have a material adverse effect on our
operating results and financial condition.
An increase in competition could decrease sales or
earnings.
We operate in a highly competitive industry. We compete directly
with national, regional and local providers of electrical and
other industrial MRO supplies. Competition is primarily focused
in the local service area and is generally based on product line
breadth, product availability, service capabilities and price.
Other sources of competition are buying groups formed by smaller
distributors to increase purchasing power and provide some
cooperative marketing capability.
Some of our existing competitors have, and new market entrants
may have, greater financial and marketing resources than we do.
To the extent existing or future competitors seek to gain or
retain market share by reducing prices, we may be required to
lower our prices, thereby adversely affecting financial results.
Existing or future competitors also may seek to compete with us
for acquisitions, which could have the effect of increasing the
price and reducing the number of suitable acquisitions. In
addition, it is possible that competitive pressures resulting
from the industry trend toward consolidation could affect growth
and profit margins.
Loss of key suppliers or lack of product availability could
decrease sales and earnings.
Most of our agreements with suppliers are terminable by either
party on 60 days notice or less. Our ten largest
suppliers in 2004 accounted for approximately 35% of our
purchases for the period. Our largest supplier was Eaton
Corporation, through its Eaton Electrical division, accounting
for approximately 12% of our purchases. The loss of, or a
substantial decrease in the availability of, products from any
of our key suppliers, or the loss of key preferred supplier
agreements, could have a material adverse effect on our
business. Supply interruptions also could arise from shortages
of raw materials, labor disputes or weather
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conditions affecting products or shipments, transportation
disruptions, or other reasons beyond our control. In addition,
certain of our products, such as wire and conduit, are commodity
price based products and may be subject to significant price
fluctuations which are beyond our control. An interruption of
operations at any of our five distribution centers could have a
material adverse effect on the operations of branches served by
the affected distribution center. Furthermore, we cannot be
certain that particular products or product lines will be
available to us, or available in quantities sufficient to meet
customer demand. Such limited product access could put us at a
competitive disadvantage.
A disruption of our information systems could increase
expenses, decrease sales or reduce earnings.
A serious disruption of our information systems could have a
material adverse effect on our business and results of
operations. Our computer systems are an integral part of our
business and growth strategies. We depend on our information
systems to process orders, manage inventory and accounts
receivable collections, purchase products, ship products to our
customers on a timely basis, maintain cost-effective operations
and provide superior service to our customers.
We may be subject to regulatory scrutiny and may sustain a
loss of public confidence if we are unable to satisfy regulatory
requirements relating to internal controls over financial
reporting.
Section 404 of the Sarbanes-Oxley Act of 2002 requires us
to perform an evaluation of our internal controls over financial
reporting and have our auditor audit such evaluation on an
annual basis. Compliance with these requirements is expected to
be expensive and time-consuming. While we were able to meet the
required deadlines for the year ended December 31, 2004, no
assurance can be given that we will meet the required deadlines
in future years. If we fail to timely complete this evaluation,
or if our auditors cannot timely audit our evaluations, we may
be subject to regulatory scrutiny and a loss of public
confidence in our internal controls.
Our largest stockholder can exercise significant influence
over our affairs.
As of the date of this prospectus and before giving effect to
any sales hereunder, approximately 28% of the issued and
outstanding shares of common stock of WESCO International is
held by The Cypress Group LLC and its affiliates. Cypress has
the right to appoint one of the nine members of our Board of
Directors and historically has had two representatives on our
Board of Directors. Accordingly, Cypress and its affiliates can
exercise significant influence over our affairs, including the
election of our directors, appointment of our management and
approval of actions requiring the approval of our stockholders,
including the adoption of amendments to our certificate of
incorporation and approval of mergers or sales of substantially
all of our assets.
There is a risk that the market value of our common stock may
decline.
Stock markets have experienced significant price and trading
volume fluctuations, and the market prices of companies in our
industry have been volatile. It is impossible to predict whether
the price of our common stock will rise or fall. Trading prices
of our common stock will be influenced by our operating results
and prospects and by economic, financial and other factors. In
addition, general market conditions, including the level of, and
fluctuations in, the trading prices of stocks generally, and
sales of substantial amounts of common stock by us or our
largest stockholder in the market, or the perception that such
sales could occur, could affect the price of our common stock
and make it more difficult for us to raise funds through future
offerings of common stock.
FORWARD-LOOKING STATEMENTS
You should carefully review the information contained in or
incorporated by reference into this prospectus. In this
prospectus, statements that are not reported financial results
or other historical information are forward-looking
statements. Forward-looking statements give current
expectations or forecasts of future events and are not
guarantees of future performance. They are based on our
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managements expectations that involve a number of business
risks and uncertainties, any of which could cause actual results
to differ materially from those expressed in or implied by the
forward-looking statements.
You can identify these forward-looking statements by the fact
that they do not relate strictly to historic or current facts.
They use words such as anticipates,
believes, estimates,
expects, would, should,
will, will likely result,
forecast, outlook, projects,
and similar expressions in connection with any discussion of
future operating or financial performance.
We cannot guarantee that any forward-looking statements will be
realized, although we believe that we have been prudent in our
plans and assumptions. Achievement of future results is subject
to risks, uncertainties and assumptions that may prove to be
inaccurate. Among others, the factors discussed in Risk
Factors could cause actual results to differ from those in
forward-looking statements included in or incorporated by
reference into this prospectus or that we otherwise make. Should
known or unknown risks or uncertainties materialize, or should
underlying assumptions prove to be inaccurate, actual results
could vary materially from those anticipated, estimated or
projected. You should bear this in mind as you consider any
forward-looking statements.
We undertake no obligation to publicly update forward-looking
statements, whether as a result of new information, future
events or otherwise, except as may be required by law. You are
advised, however, to consider any additional disclosures that we
may make on related subjects in future filings with the SEC. You
should understand that it is not possible to predict or identify
all factors that could cause our actual results to differ.
Consequently, you should not consider any list of factors to be
a complete set of all potential risks or uncertainties.
USE OF PROCEEDS
All net proceeds from the sale of common stock under this
prospectus will be received by the selling stockholders.
Accordingly, we will not receive any of the proceeds from any
sale of common stock under this prospectus by any selling
stockholder.
SELLING STOCKHOLDERS
The table below presents certain information regarding the
beneficial ownership of our common stock outstanding as of
December 31, 2004 by two partnerships affiliated with The
Cypress Group L.L.C. (Cypress). The selling
stockholders may sell up to the maximum number of shares of
common stock set forth opposite their respective names in the
table below.
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Number of Shares of | |
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Common Stock | |
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Beneficially Owned | |
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After the Sale of | |
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Maximum Number of | |
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Shares of Common Stock | |
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Maximum Number of | |
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Beneficially Owned | |
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Shares of Common | |
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Stock | |
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Stock to be Sold | |
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Name of Beneficial Owner |
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Percentage | |
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Hereunder | |
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Number | |
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Percentage | |
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Cypress Merchant Banking Partners L.P.(1)
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12,431,663 |
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26.8 |
% |
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12,431,663 |
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Cypress Offshore Partners L.P.(1)
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643,873 |
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1.4 |
% |
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643,873 |
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Indicates ownership of less than 1.0% of the common stock. |
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Cypress is the general partner of Cypress Associates L.P.
Cypress Associates L.P. is the general partner of Cypress
Merchant Banking Partners L.P. and Cypress Offshore Partners
L.P. Messrs. Singleton and Stern, who are directors of
WESCO International, are members of Cypress and may be deemed to
share beneficial ownership of the shares of common stock shown
as beneficially |
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owned by such Cypress funds. Messrs. Singleton and Stern
disclaim beneficial ownership of such shares. |
PLAN OF DISTRIBUTION
The selling stockholders may offer common stock pursuant to this
prospectus in one or more of the following ways, or any other
way set forth in an applicable prospectus supplement from time
to time:
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to or through underwriting syndicates represented by managing
underwriters; |
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through one or more underwriters without a syndicate for them to
offer and sell to the public; |
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through dealers or agents; |
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to investors directly in negotiated sales or in competitively
bid transactions; or |
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to holders of other securities in exchanges in connection with
acquisitions. |
Upon our receipt of notice by a selling stockholder that an
arrangement has been entered into for the sale of any of the
common stock offered hereby, a prospectus supplement will be
filed. The prospectus supplement will describe the offering,
including:
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the name or names of any underwriters, dealers or agents; |
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the purchase price and the proceeds to the selling stockholders
from that sale; |
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any underwriting discounts and other items constituting
underwriters compensation, which in the aggregate will not
exceed eight percent of the gross proceeds of the offering; |
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any commissions paid to agents; |
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the initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers; and |
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any securities exchanges on which the securities may be listed. |
Any of the shares covered by this prospectus which qualify for
sale pursuant to Rule 144 under the Securities Act of 1933
may be sold by the selling stockholders under that rule rather
than pursuant to this prospectus.
We are not aware of any arrangements by the selling stockholders
for the sale of any of the shares covered by this prospectus. We
cannot assure you that the selling stockholders will sell any or
all of the common stock covered by this prospectus.
Underwriters
If underwriters are used in a sale, the selling stockholders
participating in the sale will execute an underwriting agreement
with such underwriters regarding the common stock to be sold.
Unless otherwise described in the applicable prospectus
supplement, the obligations of the underwriters to purchase
common stock from the selling stockholders will be subject to
conditions, and the underwriters must purchase all of the shares
of common stock if any are purchased.
The shares of common stock subject to the underwriting agreement
may be acquired by the underwriters for their own account and
may be resold by them from time to time in one or more
transactions, including negotiated transactions, at a fixed
offering price or at varying prices determined at the time of
sale. Underwriters may be deemed to have received compensation
from the selling stockholders in the form of underwriting
discounts or commissions and may also receive commissions from
the purchasers of the securities for whom they may act as agent.
Underwriters may sell these shares of common stock to or through
dealers. These dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and
commissions from the purchasers for whom they
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may act as agent. Any initial offering price and any discounts
or concessions allowed or re-allowed or paid to dealers may be
changed from time to time.
The selling stockholders may authorize underwriters to solicit
offers by institutions to purchase the shares of common stock
subject to the underwriting agreement, at the public offering
price stated in the applicable prospectus supplement, under
delayed delivery contracts providing for payment and delivery on
a specified date in the future. If the selling stockholders sell
shares of common stock under these delayed delivery contracts,
the applicable prospectus supplement will state that this is the
case and will describe the conditions to which these delayed
delivery contracts will be subject and the commissions payable
for that solicitation.
In connection with underwritten offerings of shares of common
stock, the underwriters may engage in over-allotment,
stabilizing transactions, covering transactions and penalty bids
in accordance with Regulation M under the Exchange Act, as
follows:
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Over-allotment transactions involve sales in excess of the
offering size, which create a short position for the
underwriters. |
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Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a
specified maximum. |
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Covering transactions involve purchases of the securities in the
open market after the distribution has been completed in order
to cover short positions. |
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Penalty bids permit the underwriters to reclaim a selling
concession from a broker/ dealer when the securities originally
sold by that broker-dealer are repurchased in a covering
transaction to cover short positions. |
These stabilizing transactions, covering transactions and
penalty bids may cause the price of our common stock to be
higher than it otherwise would be in the absence of these
transactions. If these transactions occur, they may be
discontinued at any time.
Agents
The selling stockholders also may sell any of the shares of
common stock through agents designated by them from time to
time. Any agent involved in the offer or sale will be
identified, and the commissions payable by the selling
stockholders to these agents will be disclosed, in the
applicable prospectus supplement. These agents will be acting on
a best efforts basis to solicit purchases for the period of its
appointment, unless stated otherwise in the applicable
prospectus supplement.
Direct Sales
The selling stockholders may sell any of the shares of common
stock directly to purchasers. In this case, the selling
stockholders will not engage underwriters or agents in the offer
and sale of these shares of common stock.
Indemnification
The selling stockholders may indemnify underwriters, dealers or
agents who participate in the distribution of shares of common
stock against certain liabilities, including liabilities under
the Securities Act, and may agree to contribute to payments that
these underwriters, dealers or agents may be required to make.
No Assurance of Liquidity
Any underwriters that purchase common stock from any of the
selling stockholders may make a market in the common stock. The
underwriters will not be obligated, however, to make a market
and may
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discontinue market-making at any time without notice to holders
of the securities. We cannot assure you that there will be
liquidity in the trading market for our common stock.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will
be passed upon for us by Kirkpatrick & Lockhart
Nicholson Graham LLP, Pittsburgh, Pennsylvania.
EXPERTS
The consolidated financial statements of WESCO International,
Inc. incorporated in this prospectus by reference to the Annual
Report on Form 10-K for the year ended December 31,
2004 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered public
accounting firm, given on the authority of such firm as experts
in auditing and accounting.
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LOGO
9,075,536 Shares
WESCO International, Inc.
Common Stock
PROSPECTUS SUPPLEMENT
July 29, 2005
LEHMAN BROTHERS