-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O6k/diBcHaRm6HGkt0XZg0fe6Z/v6sMwRkLH5fKfSOLWspwTpyDwkXz12yaAZITj Fcp2RogQ2qvqp7Scd5DtEQ== 0000893750-00-000091.txt : 20000214 0000893750-00-000091.hdr.sgml : 20000214 ACCESSION NUMBER: 0000893750-00-000091 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESCO INTERNATIONAL INC CENTRAL INDEX KEY: 0000929008 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063] IRS NUMBER: 251723345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-58085 FILM NUMBER: 536811 BUSINESS ADDRESS: STREET 1: COMMERCE COURT 4 STATION SQUARE STREET 2: STE 700 CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 4124542200 MAIL ADDRESS: STREET 1: COMMERCE COURT 4 STATION SQUARE STREET 2: STE 700 CITY: PITTSBURGH STATE: PA ZIP: 15219 FORMER COMPANY: FORMER CONFORMED NAME: CDW HOLDING CORP DATE OF NAME CHANGE: 19971217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CYPRESS GROUP LLC CENTRAL INDEX KEY: 0001099556 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133819165 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 65 E. 55TH ST STREET 2: 19TH FL CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 65 E 55TH ST STREET 2: 19TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )1 WESCO INTERNATIONAL, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 95082P 10 5 (CUSIP Number) May 17, 1999 (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) ______________ 1 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 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). PAGE 1 OF 24 PAGES CUSIP No. 95082P 10 5 13G Page 3 of 33 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Cypress Group L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 19,543,336 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 8 SHARED DISPOSITIVE POWER 19,543,336 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,543,336 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / Not applicable Page 4 of 33 Pages 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 45.3% 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 95082P 10 5 13G Page 5 of 33 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cypress Associates L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 19,543,336 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 8 SHARED DISPOSITIVE POWER 19,543,336 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,543,336 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / Not applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 45.3% Page 6 of 33 Pages 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 95082P 10 5 13G Page 7 of 33 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cypress Merchant Banking Partners L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES 18,580,966 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 18,580,966 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,580,966 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / Not applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 43.0% Page 8 of 33 Pages 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 95082P 10 5 13G Page 9 of 33 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cypress Offshore Partners L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands 5 SOLE VOTING POWER NUMBER OF SHARES 962,370 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 962,370 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 962,370 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / Not applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.2% Page 10 of 33 Pages 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 95082P 10 5 13G Page 11 of 33 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jeffrey P. Hughes 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 19,543,336 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 8 SHARED DISPOSITIVE POWER 19,543,336 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,543,336 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / Not applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 45.3% Page 12 of 33 Pages 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 95082P 10 5 13G Page 7 of 24 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James L. Singleton 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 19,543,336 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 8 SHARED DISPOSITIVE POWER 19,543,336 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,543,336 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / Not applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 45.3% Page 14 of 33 Pages 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 95082P 10 5 13G Page 15 of 33 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David P. Spalding 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 19,543,336 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 8 SHARED DISPOSITIVE POWER 19,543,336 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,543,336 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / Not applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 45.3% Page 16 of 33 Pages 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 95082P 10 5 13G Page 17 of 33 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James A. Stern 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 19,543,336 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 8 SHARED DISPOSITIVE POWER 19,543,336 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,543,336 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / Not applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 45.3% Page 18 of 33 Pages 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 19 of 33 Pages Item 1(a). Name of Issuer: WESCO International, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: Commerce Court, Suite 700 Four Station Square Pittsburgh, Pennsylvania 15219 Item 2(a). Name of Person Filing: The Cypress Group L.L.C. Cypress Associates L.P. Cypress Merchant Banking Partners L.P. Cypress Offshore Partners L.P. Jeffrey P. Hughes James L. Singleton David P. Spalding James A. Stern Item 2(b). Address of Principal Business Office, or, if none, Residence: The address of the principal business office of The Cypress Group L.L.C., Cypress Associates L.P., Cypress Merchant Banking Partners L.P., Jeffrey P. Hughes, James L. Singleton, David P. Spalding and James A. Stern is c/o The Cypress Group L.L.C. 65 East 55th Street New York, New York 10222 The address of the principal business office of Cypress Offshore Partners L.P. is Bank of Bermuda (Cayman) Limited P.O. Box 513 G.T. Third Floor British American Tower George Town, Grand Cayman Cayman Islands, British West Indies Item 2(c). Citizenship: See Row 4 of each cover page. Item 2(d). Title of Class of Securities: Page 20 of 33 Pages Common Stock, par value $.01 per share Item 2(e). CUSIP Number: 95082P 10 5 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) / / Broker or Dealer registered under Section 15 of the Act, (b) / / Bank as defined in Section 3(a)(6) of the Act, (c) / / Insurance company as defined in Section 3(a)(19) of the Act, (d) / / Investment company registered under Section 8 of the Investment Company Act, (e) / / An investment adviser in accordance with Rule 13d- 1(b)(1)(ii)(E), (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F), (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G); (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Not applicable Item 4. Ownership. (a) Amount beneficially owned: Cypress Merchant Banking Partners L.P., a Delaware limited partnership ("Cypress MBP"), is the record holder of 18,580,966 shares of the identified class of securities; and Cypress Offshore Partners L.P., a Cayman Islands exempted Page 21 of 33 Pages limited partnership ("Cypress OP"), is the record holder of 962,370 shares of the identified class of securities. As the sole general partner of Cypress MBP and the sole investment general partner of Cypress OP, Cypress Associates L.P., a Delaware limited partnership ("Cypress Associates"), may be deemed to be a beneficial owner of 19,543,336 shares of the identified securities; and as the sole general partner of Cypress Associates, The Cypress Group L.L.C., a Delaware limited liability company ("Cypress Group"), may be deemed to be a beneficial owner of 19,543,336 shares of the identified securities. Jeffrey P. Hughes, James L. Singleton, David P. Spalding and James A. Stern are the members of Cypress Group, and in such capacity may be deemed to share beneficial ownership of any securities beneficially owned by Cypress Group, but they disclaim any such beneficial ownership. (b) Percent of Class: See Row 11 of each cover page, which is based on Row 5 of each cover page. See Item 4(a). (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote See Row 5 of each cover page. (ii) Shared power to vote or direct the vote See Row 6 of each cover page. (iii) Sole power to dispose or to direct the disposition of See Row 7 of each cover page. (iv) Shared power to dispose or to direct the disposition of See Row 8 of each cover page. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. See Item 4(a) above. Page 22 of 33 Pages 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. The Cypress Group L.L.C., a Delaware limited liability company ("Cypress Group"), is the sole general partner of Cypress Associates L.P., a Delaware limited partnership ("Cypress Associates"); and Cypress Associates is the sole general partner of Cypress Merchant Banking Partners L.P., a Delaware limited partnership ("Cypress MBP"), and the sole investment general partner of Cypress Offshore Partners L.P., a Cayman Islands exempted limited partnership ("Cypress OP"), and therefore each of Cypress Group and Cypress Associates may be deemed to be the beneficial owner of the securities held by such limited partnerships. However, each of Cypress Group and Cypress Associates disclaims that it is a beneficial owner of such securities, except to the extent of its pecuniary interest in such securities. Because Cypress Group is a general partner of Cypress Associates and Cypress Associates is a general partner of each of Cypress MBP and Cypress OP and because Cypress MBP and Cypress OP acted together in their acquisition of the securities held by such limited partnerships, Cypress MBP and Cypress OP may be deemed to be a member of "group" in relation to their respective investments in WESCO International, Inc. Cypress MBP and Cypress OP do not affirm the existence of a group. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable. Page 23 of 33 Pages 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. THE CYPRESS GROUP L.L.C. By: /s/ James A. Stern ------------------- Name: James A. Stern Title: Member Dated: February 11, 2000 Page 24 of 33 Pages 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. CYPRESS ASSOCIATES L.P. By: The Cypress Group L.L.C., its General Partner By: /s/ James A. Stern ------------------- Name: James A. Stern Title: Member Dated: February 11, 2000 Page 25 of 33 Pages 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. CYPRESS MERCHANT BANKING PARTNERS L.P. By: Cypress Associates L.P., its General Partner By: The Cypress Group L.L.C., its General Partner By: /s/ James A. Stern ------------------ Name: James A. Stern Title: Member Dated: February 11, 2000 Page 26 of 33 Pages 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. CYPRESS OFFSHORE PARTNERS L.P. By: Cypress Associates L.P., its Investment General Partner By: The Cypress Group L.L.C., its General Partner By: /s/ James A. Stern ------------------ Name: James A. Stern Title: Member Dated: February 11, 2000 Page 27 of 33 Pages 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. /s/ Jeffrey P. Hughes --------------------- JEFFREY P. HUGHES Dated: February 11, 2000 Page 28 of 33 Pages 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. /s/ James L. Singleton ---------------------- JAMES L. SINGLETON Dated: February 11, 2000 Page 29 of 33 Pages 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. /s/ David P. Spalding --------------------- DAVID P. SPALDING Dated: February 11, 2000 Page 30 of 33 Pages 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. /s/ James A. Stern ------------------ JAMES A. STERN Dated: February 11, 2000 Page 31 of 33 Pages EXHIBITS Exhibit 1- Joint Filing Agreement. Page 32 of 33 Pages Exhibit 1 JOINT FILING AGREEMENT We the signatories of the statement on Schedule 13G to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us. This Agreement may be included as an exhibit to such joint filing. THE CYPRESS GROUP L.L.C. By:/s/ James A. Stern ------------------ Name: James A. Stern Title: Member CYPRESS ASSOCIATES L.P. By: The Cypress Group L.L.C., its General Partner By:/s/ James A. Stern ------------------- Name: James A. Stern Title: Member CYPRESS MERCHANT BANKING PARTNERS L.P. By: Cypress Associates L.P., its General Partner By: The Cypress Group L.L.C., its General Partner By: /s/ James A. Stern ------------------ Name: James A. Stern Title: Member CYPRESS OFFSHORE PARTNERS L.P. By: Cypress Associates L.P., its Investment General Partner By: The Cypress Group L.L.C., its General Partner Page 33 of 33 Pages By: /s/ James A. Stern ------------------ Name: James A. Stern Title: Member /s/ Jeffrey P. Hughes --------------------- JEFFREY P. HUGHES /s/ James L. Singleton ---------------------- JAMES L. SINGLETON /s/ David P. Spalding ---------------------- DAVID P. SPALDING /s/ James A. Stern ------------------ JAMES A. STERN -----END PRIVACY-ENHANCED MESSAGE-----