SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
WESCO International, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
95082P 10 5
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(CUSIP Number)
December 28, 2004
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(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