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
<PAGE>
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
<PAGE>
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>
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!
<PAGE>
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>
Page 6 of 33 Pages
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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>
Page 8 of 33 Pages
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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>
Page 10 of 33 Pages
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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>
Page 12 of 33 Pages
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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>
Page 14 of 33 Pages
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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>
Page 16 of 33 Pages
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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>
Page 18 of 33 Pages
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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>
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>
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>
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>
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>
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>
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>
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>
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>
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>
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>
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>
Page 31 of 33 Pages
EXHIBITS
Exhibit 1- Joint Filing Agreement.
<PAGE>
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>
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
