-----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, GGR8ss/bm8ZUCkPHlmtcsrowbQ1J1h39IetjMEpFsgtlxCkVvpO2s0B+45YVa0+H h8qUiVu1dbGo4dKxFXCEvg== 0000893750-05-000003.txt : 20050107 0000893750-05-000003.hdr.sgml : 20050107 20050107121822 ACCESSION NUMBER: 0000893750-05-000003 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050107 DATE AS OF CHANGE: 20050107 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CYPRESS GROUP LLC CENTRAL INDEX KEY: 0001099556 IRS NUMBER: 133819165 FILING VALUES: FORM TYPE: SC 13G/A 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 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58085 FILM NUMBER: 05517536 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 SC 13G/A 1 sch13g_a.txt SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (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) December 28, 2004 - ------------------------------------------------------------------------------ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes). Schedule 13G CUSIP No. 95082P 10 5 Page 2 of 22 Pages 1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only). The Cypress Group L.L.C. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) .............................................................. (b) [X]........................................................... 3. SEC Use Only....................................................... 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting 5. Sole Voting Power 0 Person With 6. Shared Voting Power 13,075,536 7. Sole Dispositive Power 0 8. Shared Dispositive Power 13,075,536 9. Aggregate Amount Beneficially Owned by Each Reporting Person 13,075,536 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions). Not applicable. 11. Percent of Class Represented by Amount in Row (9) 28.4% 12. Type of Reporting Person (See Instructions) OO Schedule 13G CUSIP No. 95082P 10 5 Page 3 of 22 Pages 1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only). Cypress Associates L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) .............................................................. (b) [X]........................................................... 3. SEC Use Only....................................................... 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting 5. Sole Voting Power 0 Person With 6. Shared Voting Power 13,075,536 7. Sole Dispositive Power 0 8. Shared Dispositive Power 13,075,536 9. Aggregate Amount Beneficially Owned by Each Reporting Person 13,075,536 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions). Not applicable. 11. Percent of Class Represented by Amount in Row (9) 28.4% 12. Type of Reporting Person (See Instructions) PN Schedule 13G CUSIP No. 95082P 10 5 Page 4 of 22 Pages 1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only). Cypress Merchant Banking Partners L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) .............................................................. (b) [X]........................................................... 3. SEC Use Only........................................................ 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting 5. Sole Voting Power 12,431,663 Person With 6. Shared Voting Power 0 7. Sole Dispositive Power 12,431,663 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 12,431,663 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions). Not applicable. 11. Percent of Class Represented by Amount in Row (9) 27.0% 12. Type of Reporting Person (See Instructions) PN Schedule 13G CUSIP No. 95082P 10 5 Page 5 of 22 Pages 1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only). Cypress Offshore Partners L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) .............................................................. (b) [X]........................................................... 3. SEC Use Only....................................................... 4. Citizenship or Place of Organization Cayman Islands Number of Shares Beneficially Owned by Each Reporting 5. Sole Voting Power 643,873 Person With 6. Shared Voting Power 0 7. Sole Dispositive Power 643,873 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 643,873 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions). Not applicable. 11. Percent of Class Represented by Amount in Row (9) 1.4% 12. Type of Reporting Person (See Instructions) PN Schedule 13G CUSIP No. 95082P 10 5 Page 6 of 22 Pages 1. Names of Reporting Persons./I.R.S. Identification Nos. of Above Persons (Entities Only). Jeffrey P. Hughes 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) .............................................................. (b) [X]........................................................... 3. SEC Use Only....................................................... 4. Citizenship or Place of Organization United States of America Number of Shares Beneficially Owned by Each Reporting 5. Sole Voting Power 0 Person With 6. Shared Voting Power 13,075,536 7. Sole Dispositive Power 0 8. Shared Dispositive Power 13,075,536 9. Aggregate Amount Beneficially Owned by Each Reporting Person 13,075,536 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions). Not applicable. 11. Percent of Class Represented by Amount in Row (9) 28.4% 12. Type of Reporting Person (See Instructions) IN Schedule 13G CUSIP No. 95082P 10 5 Page 7 of 22 Pages 1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only). James L. Singleton 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) .............................................................. (b) [X]........................................................... 3. SEC Use Only....................................................... 4. Citizenship or Place of Organization United States of America Number of Shares Beneficially Owned by Each Reporting 5. Sole Voting Power 0 Person With 6. Shared Voting Power 13,075,536 7. Sole Dispositive Power 0 8. Shared Dispositive Power 13,075,536 9. Aggregate Amount Beneficially Owned by Each Reporting Person 13,075,536 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions). Not applicable. 11. Percent of Class Represented by Amount in Row (9) 28.4% 12. Type of Reporting Person (See Instructions) IN Schedule 13G CUSIP No. 95082P 10 5 Page 8 of 22 Pages 1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only). David P. Spalding 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) .............................................................. (b) [X]........................................................... 3. SEC Use Only....................................................... 4. Citizenship or Place of Organization United States of America Number of Shares Beneficially Owned by Each Reporting 5. Sole Voting Power 0 Person With 6. Shared Voting Power 13,075,536 7. Sole Dispositive Power 0 8. Shared Dispositive Power 13,075,536 9. Aggregate Amount Beneficially Owned by Each Reporting Person 13,075,536 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions). Not applicable. 11. Percent of Class Represented by Amount in Row (9) 28.4% 12. Type of Reporting Person (See Instructions) IN Schedule 13G CUSIP No. 95082P 10 5 Page 9 of 22 Pages 1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only). James A. Stern (a) .............................................................. (b) [X]........................................................... 2. Check the Appropriate Box if a Member of a Group (see Instructions) 3. SEC Use Only....................................................... 4. Citizenship or Place of Organization United States of America Number of Shares Beneficially Owned by Each Reporting 5. Sole Voting Power 0 Person With 6. Shared Voting Power 13,075,536 7. Sole Dispositive Power 0 8. Shared Dispositive Power 13,075,536 9. Aggregate Amount Beneficially Owned by Each Reporting Person 13,075,536 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions). Not applicable. 11. Percent of Class Represented by Amount in Row (9) 28.4% 12. Type of Reporting Person (See Instructions) IN Page 10 of 22 Pages Item 1. (a) Name of Issuer: WESCO International, Inc. (b) Address of Issuer's Principal Executive Offices: 225 West Station Square Drive, Suite 700 Pittsburgh, Pennsylvania 15219 Item 2. (a) Names of Persons 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 (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., Cypress Offshore Partners L.P., Jeffery 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 10022 (c) Citizenship: See Row 4 of each cover page. (d) Title of Class of Securities: Common Stock, par value $0.01 per share (e) CUSIP Number: 95082P 10 5 Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act Page 11 of 22 Pages of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Cypress Merchant Banking Partners L.P., a Delaware limited partnership ("CMBP"), is the record holder of 12,431,663 shares of the identified class of securities; and Cypress Offshore Partners L.P., a Cayman Islands exempted limited partnership ("COP"), is the record holder of 643,873 shares of the identified class of securities. As the sole general partner of CMBP and the sole investment general partner of COP, Cypress Associates L.P., a Delaware limited partnership ("Cypress Associates"), may be deemed to be a beneficial owner of 13,075,536 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 13,075,536 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. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: See Row 5 of each cover page. Page 12 of 22 Pages (ii) Shared power to vote or to 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 If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. See Item 4(a) above. 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 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 ("CMBP"), and the sole investment general partner of Cypress Offshore Partners L.P., a Cayman Islands exempted limited partnership ("COP"), 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 CMBP and COP and because CMBP and COP acted together in their acquisition and disposition of the securities held by such limited partnerships, CMBP and COP may be deemed to be a member of "group" in relation to their respective investments in WESCO International, Inc. CMBP and COP do not affirm the existence of a group. Page 13 of 22 Pages Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification (a) Not applicable. (b) Not applicable. Page 14 of 22 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: January 7, 2005 Page 15 of 22 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: January 7, 2005 Page 16 of 22 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: January 7, 2005 Page 17 of 22 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 General Partner By: The Cypress Group L.L.C., its General Partner By: /s/ James A. Stern ------------------------------------ Name: James A. Stern Title: Member Dated: January 7, 2005 Page 18 of 22 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. By: /s/ Jeffrey P. Hughes --------------------------------------- Jeffrey P. Hughes Dated: January 7, 2005 Page 19 of 22 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. By: /s/ James L. Singleton --------------------------------------- James L. Singleton Dated: January 7, 2005 Page 20 of 22 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. By: /s/ David P. Spalding --------------------------------------- David P. Spalding Dated: January 7, 2005 Page 21 of 22 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. By: /s/ James A. Stern --------------------------------------- James A. Stern Dated: January 7, 2005 Page 22 of 22 Pages EXHIBITS Exhibit 99 Joint Filing Agreement EX-99 2 exh_99.txt JOINT FILING AGREEMENT EXHIBIT 99 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of WESCO International, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of January 7, 2005. 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 General Partner By: The Cypress Group L.L.C., its General Partner 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-----