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