UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
WESCO INTERNATIONAL, INC. |
(Name of Issuer) |
Common Stock, par value $0.01 per share |
(Title of Class of Securities) |
95082P105 |
(CUSIP Number) |
|
Alexander J. Roepers
Atlantic Investment Management, Inc.
666 Fifth Avenue
New York, New York 10103
(212) 484-5050 |
|
with a copy to:
Scott H. Moss, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas, 17th Floor
New York, New York 10020
(646) 414-6874 |
|
(Name, Address
and Telephone Number of Person
Authorized to Receive Notices and Communications) |
|
July 29, 2015 |
(Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), (f) or (g), check the following box [ ].
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to
whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
CUSIP No. 95082P105 |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
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Atlantic Investment Management, Inc. |
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2. |
Check the Appropriate Box if a Member of a Group |
(a) [ ] |
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(b) [ ] |
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3. |
SEC Use Only |
4. |
Source of Funds (See Instructions): AF, OO |
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): |
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Not Applicable |
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6. |
Citizenship or Place of Organization: Delaware |
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Number of |
7. Sole Voting Power: |
2,133,956* |
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Shares Beneficially |
8. Shared Voting Power: |
0 |
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Owned by |
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Each Reporting |
9. Sole Dispositive Power: |
2,133,956* |
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Person With |
10. Shared Dispositive Power: |
0 |
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,133,956* |
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): |
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Not Applicable |
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13. Percent of Class Represented by Amount in Row (11): 4.9%* |
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14. Type of Reporting Person (See Instructions): IA |
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* Includes: (i) 183,485 shares (0.42%)
of the Issuer’s Common Stock, par value $0.01 per share (“Shares”), beneficially owned by AJR International
Master Fund, Ltd., a British Virgin Islands company, (ii) 1,388,743 Shares (3.19%) beneficially owned by Cambrian Master Fund,
Ltd., a British Virgin Islands company, (iii) 280,688 shares (0.64%) beneficially owned by Cambrian Global Master Fund, Ltd.,
a British Virgin Islands company, and (iv) 281,040 Shares (0.65%) held in one or more other accounts (“Other Accounts”).
Atlantic Investment Management, Inc., serving as the investment advisor of the foregoing parties and the Other Accounts, has sole
voting and sole dispositive power over all Shares beneficially owned by such parties or held in the Other Accounts. See Items
2 and 5 for additional details.
Item 1. Security
and Issuer.
This statement relates
to the common stock, par value $0.01 per share (the “Shares”), of WESCO International, Inc. (the “Issuer”).
The Issuer has principal executive offices located at 225 West Station Square Drive, Suite 700, Pittsburgh, PA 15219.
Item 2. Identity
and Background.
(a) This
statement is filed by Atlantic Investment Management, Inc., a Delaware corporation (the “Reporting Person”), with respect
2,133,956 shares over which the Reporting Person has sole dispositive and voting power by reason of serving as the investment advisor
to: (i) AJR International Master Fund, Ltd., a British Virgin Islands company (“AJR”); (ii) Cambrian Master Fund, Ltd.,
a British Virgin Islands company (“Cambrian Fund”); (iii) Cambrian Global Master Fund, Ltd., a British Virgin Islands
company (“Cambrian Global Fund”), and (vi) one or more other accounts (“Other Accounts”).
(b) The
business address of the Reporting Person and Mr. Alexander Roepers, the president, sole director and sole shareholder of the Reporting
Person, is 666 Fifth Avenue, New York, New York 10103.
(c) The
principal business of the Reporting Person is that of an investment advisor engaging in the purchase and sale of securities for
investment with the objective of capital appreciation on behalf of AJR, Cambrian Fund, Cambrian Global Fund, and the Other Accounts.
The principal occupation of Mr. Roepers is serving as the president and managing officer of the Reporting Person.
(d) Neither
the Reporting Person nor Mr. Roepers has, during the past five (5) years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither
the Reporting Person nor Mr. Roepers has, during the past five (5) years, been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is now subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Mr.
Roepers is a citizen of the United States.
Item 3. Source
and Amount of Funds or Other Consideration.
The Shares purchased
by the Reporting Person on behalf of AJR, Cambrian Fund, Cambrian Global Fund and the Other Accounts were purchased with the investment
capital of such entities and accounts. The aggregate amount of funds used in making the purchases reported on this Schedule 13D
was approximately $148,675,903.
Item 4. Purpose
of Transaction.
The Reporting Person
acquired, on behalf of AJR, Cambrian Fund, Cambrian Global Fund and the Other Accounts and continues to hold, the Shares reported
in this Schedule 13D for investment purposes. The Reporting Person intends to evaluate the performance of the Shares as an investment
in the ordinary course of business. The Reporting Person pursues an investment objective that seeks capital appreciation. In pursuing
this investment objective, the Reporting Person analyzes the operations, capital structure and markets of companies in which the
Reporting Person’s clients invest, including the Issuer, on a continuous basis through analysis of documentation and discussions
with knowledgeable industry and market observers and with representatives of such companies.
The Reporting Person
will continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic
conditions, the securities markets in general and those for the Shares in particular, other developments and other investment opportunities.
Depending on such assessments, the Reporting Person may acquire additional Shares or may determine to sell or otherwise dispose
of all or some of the Shares presently held by AJR, Cambrian Fund, Cambrian Global Fund, and the Other Accounts in the open market
or in private transactions. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated
future trading prices for the Shares, the financial condition, results of operations and prospects of the Issuer, alternative investment
opportunities, general economic, financial market and industry conditions and other factors that the Reporting Person may deem
material to its investment decision.
The Reporting Person
and its representatives have, from time to time, engaged in, and expect to continue to engage in, discussions with members of management
and the board of directors of the Issuer (the “Board”), other current or prospective shareholders, industry analysts,
existing or potential strategic partners or competitors, investment and financing professionals and other third parties regarding
a variety of matters related to the Issuer, which may include, among other things, the Issuer’s business, management, capital
structure and allocation, corporate governance, Board composition and strategic alternatives and direction, and may take other
steps seeking to bring about changes to increase shareholder value.
Except as set forth
above, the Reporting Person has no present plans or proposals which relate to or would result in any of the transactions required
to be described in Item 4 of Schedule 13D.
Item 5. Interest
in Securities of the Issuer.
(a) Based
upon the information contained in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on July 31, 2015, there were issued and outstanding 43,547,989 Shares of the common stock, par value $0.01 per share, of the Issuer
outstanding as of July 30, 2015.
(b) The
Reporting Person does not directly own any Shares. The Reporting Person has entered into an investment advisory agreement with
each of AJR, Cambrian Fund, Cambrian Global Fund and the Other Accounts pursuant to which the Reporting Person has investment authority
with respect to the securities held by such entities or in such accounts. Such power includes the power to dispose of and the power
to vote the Shares. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, the Reporting
Person is deemed to be the beneficial owner of the Shares held by such entities and accounts. Accordingly, the Reporting Person
is deemed the beneficial owner of 2,133,956 Shares, or 4.9% of the outstanding Shares.
(c) The
following table details the transactions by the Reporting Person, on behalf of AJR, Cambrian Fund, Cambrian Global Fund, and the
Other Accounts in Shares during the past sixty (60) days:
|
Date |
Quantity |
Price |
Type of Transaction |
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6/15/2015 |
(611) |
71.9837 |
Open Market Sale |
|
|
6/15/2015 |
(563) |
72.1313 |
Open Market Sale |
|
|
6/26/2015 |
852 |
72.0865 |
Open Market Purchase |
|
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6/26/2015 |
903 |
72.1088 |
Open Market Purchase |
|
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6/26/2015 |
91 |
72.0979 |
Open Market Purchase |
|
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6/26/2015 |
138 |
72.2297 |
Open Market Purchase |
|
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6/29/2015 |
18,000 |
69.7000 |
Open Market Purchase |
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7/1/2015 |
6,316 |
68.7377 |
Open Market Purchase |
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7/1/2015 |
(8,843) |
68.7300 |
Open Market Sale |
|
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7/10/2015 |
184 |
66.6534 |
Open Market Purchase |
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7/10/2015 |
310 |
66.7300 |
Open Market Purchase |
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7/22/2015 |
3,157 |
65.8964 |
Open Market Purchase |
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7/22/2015 |
87 |
65.8615 |
Open Market Purchase |
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7/22/2015 |
1,869 |
65.8584 |
Open Market Purchase |
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7/22/2015 |
(4) |
65.7500 |
Open Market Sale |
|
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7/23/2015 |
60,000 |
62.4066 |
Open Market Purchase |
|
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7/27/2015 |
(47,000) |
60.1395 |
Open Market Sale |
|
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7/28/2015 |
(48,000) |
59.4489 |
Open Market Sale |
|
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7/29/2015 |
(40,000) |
59.9520 |
Open Market Sale |
|
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7/30/2015 |
(50,000) |
60.2990 |
Open Market Sale |
|
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7/31/2015 |
8,000 |
61.3514 |
Open Market Purchase |
|
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8/3/2015 |
(673) |
60.5485 |
Open Market Sale |
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Except for the transactions
listed above, neither the Reporting Person, any entity for which the Reporting Person serves as investment advisor, nor any person
or entity controlled by the Reporting Person, nor Mr. Roepers (including Mr. Roepers’ immediate family members) has traded
Shares during the past sixty (60) days.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Not Applicable.
Item 7. Material
to be filed as exhibits.
Not Applicable.
SIGNATURE
After reasonable inquiry
and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
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August 5, 2015 |
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ATLANTIC INVESTMENT MANAGEMENT, INC. |
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/s/ Alexander J. Roepers |
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Alexander J. Roepers, President |
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Attention: Intentional misstatements or omissions
of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
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