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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13D-2(b)
(AMENDMENT NO. 1)*
Wesco International
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
95082P105
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(CUSIP Number)
January 1, 2003
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(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)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
* 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 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 ("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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
SEC 1745 (3-98)
SCHEDULE 13G
ISSUER: Wesco International CUSIP NO.: 95082P105
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
J.P. Morgan Partners (BHCA), L.P. (formerly known as Chase Equity
Associates, L.P.)
........................................................................
13-3371826
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Citizenship or Place of Organization Delaware
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5. Sole Voting Power 4,653,131
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Number of Shares 6. Shared Voting Power
Beneficially Owned --------------------------------------------------------
by Each Reporting 7. Sole Dispositive Power 4,653,131
Person With: --------------------------------------------------------
8. Shared Dispositive Power
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,653,131
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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11. Percent of Class Represented by Amount in Row (9) 11.5%
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12. Type of Reporting Person (See Instructions)
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PN
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SEC 1745 (3-98)
SCHEDULE 13G
ISSUER: Wesco International CUSIP NO.: 95082P105
PRELIMINARY NOTE: This Schedule 13G is being filed to reflect a change in the
controlling persons of the Reporting Person.
ITEM 1.
(A) NAME OF ISSUER:
Wesco International
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Commerce Court
Four Station Square
Suite 700
ITEM 2.
(A) NAME OF PERSON FILING:
J.P. Morgan Partners (BHCA), L.P.
Supplemental information relating to the ownership
and control of the person filing this statement is
included in Exhibit 2(a) attached hereto.
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
1221 Avenue of the Americas
New York, New York 10020
(C) CITIZENSHIP:
Delaware
(D) TITLE OF CLASS OF SECURITIES (OF ISSUER):
Common Stock, par value $0.01 per share
(E) CUSIP NUMBER:
95082P105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TOSS.SS. 240. 13d-1(b) OR 240.
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4. OWNERSHIP
(A) AMOUNT BENEFICIALLY OWNED:
4,653,131 shares of Common Stock
(B) PERCENT OF CLASS:
11.5% (as of December 31, 2002).
SEC 1745 (3-98)
SCHEDULE 13G
ISSUER: Wesco International CUSIP NO.: 95082P105
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
4,653,131 shares of Common Stock
(ii) Shared power to vote or to direct the vote: Not
applicable.
(iii) Sole power to dispose or to direct the
disposition of: 4,653,131 shares of Common
(iv) Shared power to dispose or to direct the
disposition of: Not applicable.
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
Not applicable.
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
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
(a) Not applicable.
(b) By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SEC 1745 (3-98)
SCHEDULE 13G
ISSUER: Wesco International CUSIP NO.: 95082P105
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.
Date: February 13, 2003
J.P. MORGAN PARTNERS (BHCA), L.P.
By: JPMP Master Fund Manager, L.P.,
its General Partner
By: JPMP Capital Corp.,
its General Partner
By: /s/ JEFFREY C. WALKER
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Name: Jeffrey C. Walker
Title: President
SEC 1745 (3-98)
SCHEDULE 13G
ISSUER: Wesco International CUSIP NO.: 95082P105
EXHIBIT 2(a)
This statement is being filed by J.P. Morgan Partners (BHCA),
L.P. (formerly known as Chase Equity Associates, L.P.), a Delaware limited
partnership (hereinafter referred to as "JPMP (BHCA)"), whose principal business
office is located at 1221 Avenue of the Americas, New York, New York 10020. JPMP
(BHCA) is engaged in the venture capital and leveraged buyout business. The
general partner of JPMP (BHCA) is JPMP Master Fund Manager, L.P. (formerly known
as Chase Capital Partners, a New York general partnership), a Delaware limited
partnership (hereinafter referred to as "JPMP Master Fund"), whose principal
business office is located at the same address as JPMP (BHCA), and is also
directly or indirectly (through affiliates) engaged in the venture capital and
leveraged buyout business. The general partner of JPMP Master Fund is JPMP
Capital Corp. (formerly known as Chase Capital Corporation), a New York
corporation (hereinafter referred to as "JPMP Capital Corp."), whose principal
business office is located at the same address as JPMP (BHCA), and is also
engaged in the venture capital and leveraged buyout business. Set forth in
Schedule A hereto and incorporated herein by reference are the names, business
addresses, principal occupations and employments of each executive officer and
director of JPMP Capital Corp.
JPMP Capital Corp. is a wholly owned subsidiary of J.P. Morgan
Chase & Co. (formerly known as The Chase Manhattan Corporation), a Delaware
corporation (hereinafter referred to as "JP Morgan Chase") which is engaged
(primarily through subsidiaries) in the commercial banking business with its
principal office located at 270 Park Avenue, New York, New York 10017. Set forth
in Schedule B hereto and incorporated herein by reference are the names,
business addresses, principal occupations and employments of each executive
officer and director of JP Morgan Chase.
SEC 1745 (3-98)
SCHEDULE 13G
ISSUER: Wesco International CUSIP NO.: 95082P105
SCHEDULE A
JPMP CAPITAL CORP.
EXECUTIVE OFFICERS(1)
President Jeffrey C. Walker*
Executive Vice President Mitchell J. Blutt, M.D.*
Executive Vice President Arnold L. Chavkin*
Executive Vice President John M.B. O'Connor*
Managing Director Dr. Dana Beth Ardi
Managing Director Christopher C. Behrens*
Managing Director Julie Casella-Esposito*
Managing Director Rodney A. Ferguson*
Managing Director Cornell P. French*
Managing Director Michael R. Hannon*
Managing Director Alfredo Irigoin*
Managing Director Andrew Kahn*
Managing Director Jonathan R. Lynch*
Managing Director Stephen P. Murray*
Managing Director Timothy Purcell*
Managing Director Faith Rosenfeld*
Managing Director Shahan D. Soghikian*
Managing Director Timothy J. Walsh*
Managing Director Richard D. Waters, Jr.*
Managing Director Damion E. Wicker, M.D.*
Managing Director Eric R. Wilkinson*
Senior Vice President and Assistant Secretary James Hutter*
Senior Vice President and Assistant Secretary Mounir Nahas*
Senior Vice President, Treasurer and Assistant Secretary Elisa R. Stein*
Vice President and Assistant Secretary Richard Madsen*
Vice President and Assistant Secretary Puneet Gulati*
Vice President and Assistant Secretary Thomas Szymoniak*
Vice President and Assistant Secretary Scott Kraemer*
Secretary Anthony J. Horan**
Assistant Secretary Robert C. Caroll**
Assistant Secretary Denise G. Connors**
Assistant Secretary Euisun Lisa Lee**
Assistant Secretary Timothy Samson**
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(1) Each of whom is a United States citizen except for Messrs. Irigoin, and
Soghikian.
* Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the
Americas, New York, New York 10020.
** Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York,
New York 10017.
SEC 1745 (3-98)
SCHEDULE 13G
ISSUER: Wesco International CUSIP NO.: 95082P105
SCHEDULE B
J.P. MORGAN CHASE & CO.
EXECUTIVE OFFICERS(1)
Chairman of the Board and Chief Executive Officer William B. Harrison Jr.*
Vice Chairman David A. Coulter*
Vice Chairman Walter A. Gubert*
Vice Chairman Thomas B. Ketchum*
Vice Chairman Donald H. Layton*
Vice Chairman James B. Lee Jr. *
Vice Chairman Jeffrey C. Walker**
Vice Chairman; Head of Finance, Risk Management and Administration Marc J. Shapiro*
Executive Officer Steven D. Black*
Executive Officer Donald H. McCree III*
Executive Officer James I. Staley*
Executive Officer Don M. Wilson*
Executive Officer William T. Winters*
Executive Vice President; General Auditor William J. Moran*
Executive Vice President; Chief Financial Officer Dina Dublon*
Executive Vice President; Head of Market Risk Management Lesley Daniels Webster*
Chief Credit Officer Robert S. Strong*
Managing Director Paul W. Brandow*
Managing Director; Corporate Treasurer David B. Edelson*
Managing Director; Head of Credit Risk Policy Suzanne Hammett*
Managing Director Louis M. Morrell*
Managing Director John Steinhardt*
Managing Director John Wilmet*
Managing Director Jorge V. Jasson*
General Counsel William H. McDavid*
Corporate Secretary Anthony James Horan*
Senior Vice President; Assistant General Counsel Ronald C. Mayer*
Senior Vice President; Chief Compliance Officer Gregory S. Meredith*
Director of Human Resources John J. Farrell*
Director of Corporate Marketing and Communications Frederick W. Hill*
Controller Joseph L. Scalfani*
Assistant Corporate Secretary James C. Berry*
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(1) Each of whom is a United States citizen except for Messrs. Irigoin, and
Soghikian.
* Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the
Americas, New York, New York 10020.
** Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York,
New York 10017.
SEC 1745 (3-98)