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): June 18, 2012
WESCO International, Inc.
(Exact name of registrant as specified in its charter)
Commission file number 001-14989
Delaware | 25-1723342 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
225 West Station Square Drive | ||
Suite 700 | ||
Pittsburgh, Pennsylvania 15219 | (412) 454-2200 | |
(Address of principal executive offices) | (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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. | Regulation FD Disclosure. |
The information in this Item 7.01 is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
A slide presentation to be used by senior management of WESCO International, Inc. (“WESCO”) in connection with its discussions with investors regarding the definitive agreement described in Item 8.01 below is included in Exhibit 99.1 to this report and is being furnished in accordance with Regulation FD of the Securities and Exchange Commission.
Item 8.01. Other Events.
On June 18, 2012, WESCO announced that through its operating subsidiary WESCO Distribution, Inc., it has entered into a definitive agreement to acquire Conney Safety Products, LLC, a premier distributor of MRO safety products headquartered in Madison, Wisconsin. Closing is expected to occur in July 2012. A copy of the press release issued by WESCO on June 18, 2012 is filed as Exhibit 99.2 to this Current Report and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit 99.1 Slide Presentation.
Exhibit 99.2 Press Release, dated June 18, 2012.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
June 18, 2012 | WESCO INTERNATIONAL, INC. | |||
(Date) | ||||
/s/ Kenneth S. Parks | ||||
Kenneth S. Parks | ||||
Vice President and Chief Financial Officer | ||||
1 WESCO Confidential—Do not copy or distribute without express permission from WESCO Distribution, Inc. DRIVING GROWTH > CREATING VALUE Conney Safety Products, LLC •WESCO International, Inc. Announces the Acquisition of Conney Safety Products • Conney is a premier distributor of MRO safety products • Approximately $85 million in annualized sales • Headquartered in Madison, Wisconsin, with additional locations in Madison and Danville, Illinois • Expected to be at least $0.10 accretive per diluted share in the first year of operation • Closing is expected to occur in July 2012 Reference: June 18, 2012 WESCO Press Release
2 WESCO Confidential—Do not copy or distribute without express permission from WESCO Distribution, Inc. DRIVING GROWTH > CREATING VALUE WESCO Acquisition Scorecard Acquisition Priorities Acquisition Summary Consistent with WESCO strategy Strengthens WESCO’s safety products and services portfolio. Conney is a premier distributor of MRO safety products. Rate of return greater than WESCO risk-adjusted average cost of capital Conney acquisition rate of return is above WESCO risk-adjusted average cost of capital. Accretive in first year of operation This acquisition is expected to be accretive by at least $0.10 per diluted share in the first year of operation. Margins higher than WESCO Conney’s gross and operating margins are higher than WESCO. Conney Safety Products, LLC Acquisition announced on June 18, 2012 Closing is expected to occur in July 2012
Exhibit 99.2
 | NEWS RELEASE |
WESCO International, Inc. / Suite 700, 225 West Station Square Drive / Pittsburgh, PA 15219 | |
WESCO International, Inc. Announces
the Acquisition of Conney Safety Products
Pittsburgh, June 18, 2012: WESCO International, Inc. (NYSE: WCC), a leading provider of electrical, industrial, and communications MRO and OEM products, construction materials, and advanced supply chain management and logistics services, announced today that it, through its operating subsidiary WESCO Distribution, Inc., has entered into a definitive agreement to acquire Conney Safety Products, LLC, a premier distributor of MRO safety products headquartered in Madison, Wisconsin. Closing is expected to occur in July 2012.
With revenues of approximately $85 million, the addition of Conney Safety Products is expected to significantly strengthen WESCO's safety products and service portfolio and enhance the company's e-commerce capabilities. Conney will function as a center of excellence supporting the safety needs for WESCO's customers, including its Global Accounts, Utility and Integrated Supply customers.
Mr. John J. Engel, WESCO's Chairman and Chief Executive Officer stated: "The addition of Conney to the WESCO team supports our One WESCO growth strategy and expands our MRO supplier base, enabling us to bring additional safety products and services to our customers. This acquisition is expected to be accretive to earnings by at least $0.10 per diluted share in the first year of operation.”
Michael Wessner, Conney Safety Products' Chief Executive Officer, commented: “We are pleased to become part of the WESCO team. Our companies have a similar culture and operating philosophy that will enable us to continue to provide a superior level of service to our customers, while pursuing new opportunities in an industry with significant growth potential.”
# # #
WESCO International, Inc. (NYSE: WCC), a publicly traded Fortune 500 holding company headquartered in Pittsburgh, Pennsylvania, is a leading provider of electrical, industrial, and communications maintenance, repair and operating ("MRO") and original equipment manufacturers ("OEM") product, construction materials, and advanced supply chain management and logistic services. 2011 annual sales were approximately $6.1 billion. The Company employs approximately 7,300 people, maintains relationships with over 18,000 suppliers, and serves over 65,000 active customers worldwide. Customers include commercial and industrial businesses, contractors, government agencies, institutions, telecommunications providers and utilities. WESCO operates eight fully automated distribution centers and approximately 400 full-service branches in North America and international markets, providing a local presence for customers and a global network to serve multi-location businesses and multi-national corporations.
The matters discussed herein may contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from expectations. Certain of these risks are set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as well as the Company's other reports filed with the Securities and Exchange Commission.
Contact: Daniel A. Brailer, Vice President, Investor Relations & Corporate Affairs
WESCO International, Inc. (412) 454-2200, Fax: (412) 222-7566
http://www.wesco.com