UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August 20, 2009
WESCO International, Inc.
(Exact name of registrant as specified in its charter)
Commission file number 001-14989
| |
|
|
| Delaware
|
|
25-1723345 |
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer Identification No.) |
| |
|
|
225 West Station Square Drive
Suite 700
Pittsburgh, Pennsylvania 15219
(Address of principal executive offices)
|
|
(412) 454-2200
(Registrant’s telephone number, including area
code) |
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
| þ |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01. Other Events.
On
August 13, 2009, WESCO International, Inc. (the
“Company”, “we” or “our”) and WESCO Distribution, Inc.
filed a prospectus dated August 12, 2009 (the
“Prospectus”) under Rule 424(b)(3) of the Securities
Act of 1933, as amended, relating to the Company’s offer to exchange (the “Exchange Offer”) up to
$345,000,000 of its new 6.0% Convertible Senior Debentures due 2029 (the “2029 Debentures”) for
its outstanding 1.75% Convertible Senior Debentures due 2026 (the “2026 Debentures”) and its
outstanding 2.625% Convertible Senior Debentures due 2025 (the
“2025 Debentures”). On August 20,
2009, Roy W. Haley, Chairman and Chief Executive Officer of the
Company, sold $1,399,000 aggregate principal amount of the 2026 Debentures. The information in the Prospectus under the heading
“Interests of Directors and Executive Officers” is amended
and supplemented below to correct the information concerning Mr.
Haley’s beneficial ownership of 2026 Debentures and 2025
Debentures prior to the sale of 2026 Debentures reported herein and
to reflect the sale of 2026 Debentures
beneficially owned by Mr. Haley.
INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS
To our knowledge, none of our directors, executive officers or controlling persons, or any of
their affiliates, beneficially own any 2026 Debentures or 2025 Debentures, other than Roy W. Haley,
our Chairman and Chief Executive Officer. Mr. Haley currently beneficially
owns $335,000 aggregate principal amount of 2026 Debentures
and $500,000 aggregate principal amount of 2025 Debentures. If Mr. Haley tenders all of his 2026
Debentures and 2025 Debentures in the Exchange Offer and all of such 2026 Debentures and 2025
Debentures are accepted for exchange, upon completion of the Exchange Offer, Mr. Haley would
beneficially own $826,000 aggregate principal amount of 2029 Debentures. Mr. Haley also would
receive a cash payment of approximately
$6,379.97 for accrued and unpaid interest on the 2026
Debentures and 2025 Debentures exchanged by him in accordance with the terms of the Exchange Offer.
Mr. Haley additionally would receive a cash payment of $600 as a result of the 2029 Debentures
being issued solely in integral multiples of $1,000 in excess of the minimum denomination of
$2,000. If the 2025 Debentures are prorated as described under “Exchange Offer — Maximum Issue
Amount; Acceptance Priority Levels; Proration,” Mr. Haley will be subject to proration to the same
extent as other holders of 2025 Debentures. On August 20, 2009, Mr.
Haley sold $1,399,000 aggregate principal amount of 2026 Debentures
in an open market, brokered transaction for an aggregate sales price of $1,374,051.17. On August 19, 2009, Kenneth L. Way, a Director, sold
$200,000 aggregate principal amount of 2026 Debentures beneficially owned by him in an open market,
brokered transaction for an aggregate sales price of $196,163.89.
Upon completion of this sale
transaction, Mr. Way did not beneficially own any 2026 Debentures or 2025 Debentures. Neither we
nor any of our subsidiaries nor, to our knowledge, any of our directors, executive officers or
controlling persons, nor any affiliates of the foregoing, have engaged in any other transaction in
the 2026 Debentures or 2025 Debentures during the 60 days prior to the date hereof.