0001209191-20-039783.txt : 20200701 0001209191-20-039783.hdr.sgml : 20200701 20200701165620 ACCESSION NUMBER: 0001209191-20-039783 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200622 FILED AS OF DATE: 20200701 DATE AS OF CHANGE: 20200701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Geary William Clayton CENTRAL INDEX KEY: 0001710240 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14989 FILM NUMBER: 201005917 MAIL ADDRESS: STREET 1: 2301 PATRIOT BLVD. CITY: GLENVIEW STATE: IL ZIP: 60026 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WESCO INTERNATIONAL INC CENTRAL INDEX KEY: 0000929008 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063] IRS NUMBER: 251723342 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 225 WEST STATION SQUARE DRIVE STREET 2: STE 700 CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 4124542200 MAIL ADDRESS: STREET 1: 225 WEST STATION SQUARE DRIVE STREET 2: STE 700 CITY: PITTSBURGH STATE: PA ZIP: 15219 FORMER COMPANY: FORMER CONFORMED NAME: CDW HOLDING CORP DATE OF NAME CHANGE: 19971217 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-06-22 0 0000929008 WESCO INTERNATIONAL INC WCC 0001710240 Geary William Clayton 225 WEST STATION SQUARE DRIVE SUITE 700 PITTSBURGH PA 15219 0 1 0 0 EVP & GM, Comm & Sec Solutions Common Stock 1720 D Series A Preferred 4562 D On June 22, 2020, Anixter International, Inc. ("Anixter") was acquired by WESCO International, Inc. ("WESCO") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 10, 2020, by and among Anixter, WESCO and Warrior Merger Sub, Inc., a wholly owned subsidiary of WESCO (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of Anixter common stock (subject to limited exceptions) converted into the right to receive (i) $72.82 in cash, without interest, as adjusted pursuant to the Merger Agreement (the "Cash Consideration"), (ii) 0.2397 shares of common stock of WESCO (the "Common Stock Consideration") (con't from footnote 1) and (iii) 0.6356 depositary shares (the "Preferred Stock Consideration"), each representing a 1/1,000th interest in a share of newly issued fixed-rate reset cumulative perpetual WESCO preferred stock, Series A, $25,000 stated amount per whole preferred share (the "WESCO Series A Preferred Stock" and, collectively with the Cash Consideration and the Common Stock Consideration, the "Merger Consideration"). Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding Anixter restricted common stock unit granted prior to January 10, 2020 became fully vested and was cancelled in exchange for the right to receive, in consideration of and in full settlement thereof, in respect of each share of Anixter common stock underlying such award, a cash payment (without interest) equal to the value of the Merger Consideration. (con't from footnote 2) Each outstanding Anixter restricted common stock unit granted on or after January 10, 2020 was converted into a cash-settled WESCO phantom stock unit. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding in-the-money Anixter stock option became fully vested and was cancelled in exchange for the right to receive, in consideration of and in full settlement thereof, in respect of each share of Anixter common stock underlying such award, a cash payment (without interest) equal to the value of the Merger Consideration less the applicable per share exercise price of the stock option. Outstanding out-of-the-money Anixter stock options were cancelled at the Effective Time for no consideration. /s/ Samantha L. O'Donoghue, as Attorney-in-Fact 2020-07-01 EX-24.3_925515 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints Diane E. Lazzaris, Samantha L. O'Donoghue, and William W. Cline II as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of WESCO International, Inc., a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of June, 2020. s/William Clayton Geary II Signature William Clayton Geary II _________________________________ Print Name STATE OF ILLINOIS COUNTY OF COOK On this 30th day of June, 2020, William Clayton Geary II appeared before me, and acknowledged that he executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. Marleiny Filpo, Notary Public Commission Expires January 14, 2024