$300,000,000

 

 

 

1.75% Convertible Senior Debentures due 2026

 

 

This prospectus supplement, or Supplement No. 2, supersedes and replaces the section entitled “Selling Securityholders” contained in the prospectus dated March 30, 2007, which accompanies this prospectus supplement, as supplemented by Prospectus Supplement No. 1, dated April 30, 2007, relating to the potential sale from time to time by the selling securityholders identified in this Supplement No. 2 of up to $300,000,000 aggregate principal amount of our 1.75% Convertible Senior Debentures due 2026, or “Debentures,” the related guarantee issued by our subsidiary, WESCO Distribution, Inc., and our shares of common stock issuable upon conversion of the Debentures. The terms of the Debentures are set forth in the accompanying prospectus. This Supplement No. 2 is not complete without, and may not be delivered or utilized except in connection with, the accompanying prospectus dated March 30, 2007, including any amendments or further supplements thereto, except to the extent that the information in this Supplement No. 2 supersedes the information contained in the prospectus dated March 30, 2007 as supplemented by Prospectus Supplement No. 1, dated April 30, 2007.

 

Investing in the Debentures or our common stock involves risks. See “Risk Factors” beginning on page 4 of the accompanying prospectus.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

The date of this prospectus supplement is July 2, 2007.

 

TABLE OF CONTENTS

 

 

The Debentures were originally issued by us in an offering exempt from the registration requirements of the Securities Act of 1933 to initial purchasers who represented to us that they were qualified institutional buyers. Each initial purchaser and institution that purchased the Debentures from the initial purchaser and who has provided us with a completed questionnaire setting forth the information specified below, and that selling securityholder’s transferees, pledgees, donees and other successors, which we refer to collectively as the “selling securityholders,” may from time to time offer and sell pursuant to this prospectus supplement and the accompanying prospectus or any applicable prospectus supplement to the accompanying prospectus, any or all of the Debentures held by that selling securityholder, including the related guarantee, and common stock into which the Debentures are convertible.

 

The following table sets forth, to our knowledge, information as of July 1, 2007, with respect to the selling securityholders and the principal amounts of Debentures beneficially owned by each selling securityholder that may be offered under this prospectus supplement and the accompanying prospectus. This information is based on information provided by or on behalf of the selling securityholders pursuant to the questionnaires referred to above. No holder of the Debentures may sell the Debentures, including the related guarantee, or shares of common stock without furnishing to us a questionnaire setting forth the information specified below.

 

The selling securityholders may offer all, some or none of the Debentures or common stock into which the Debentures are convertible. In addition, the selling securityholders may have sold, transferred or otherwise disposed of all or a portion of their Debentures since the date on which they provided the information regarding their Debentures in transactions exempt from the registration requirements of the Securities Act. No selling securityholder beneficially owns one percent or more of the Debentures or of our common stock, assuming conversion of the selling securityholders’ Debentures, and no selling securityholder has had any material relationship with us or our affiliates within the past three years, except as otherwise indicated in the table below.

 

Information concerning the selling securityholders may change from time to time and any changed information will be set forth in additional supplements to the accompanying prospectus if and when necessary. In addition, the conversion rate and, therefore, the number of shares of common stock issuable upon conversion of the Debentures, is subject to adjustment in the event of stock splits, stock dividends, reorganizations and similar events described in the accompanying prospectus.

 

 

 

 

 

 

 

With respect to selling securityholders that have identified themselves as affiliates of broker-dealers, we believe that such entities acquired their Debentures or underlying common stock in the ordinary course of business and, at the time of the purchase of the Debentures or the underlying common stock, such selling securityholders had no agreements or understandings, directly or indirectly, with any person to distribute the Debentures or underlying common stock. To the extent that we become aware that such entities did not acquire their Debentures or underlying common stock in the ordinary course of business or did have such an agreement or understanding, we will file a post-effective amendment to the registration statement of which the accompanying prospectus is a part or a prospectus supplement to the accompanying prospectus, to designate such affiliate as an “underwriter” within the meaning of the Securities Act.

 

We prepared this table based on the information supplied to us by the selling securityholders named in the table. Unless otherwise disclosed in the footnotes to the table, no selling securityholder has indicated that it has held any position or office or had any other material relationship with us or our affiliates during the past three years. The selling securityholders listed in the above table may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their Debentures since the date as of which the information is presented in the above table. Because the selling securityholders may offer all or some of their Debentures or the underlying common stock from time to time, we cannot estimate the amount of the Debentures or the underlying common stock that will be held by the selling securityholders upon the termination of any particular offering. See “Plan of Distribution” in the accompanying prospectus.