=============================================================================== 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): AUGUST 12, 2002 Commission file number 001-14989 WESCO INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 25-1723342 (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) COMMERCE COURT FOUR STATION SQUARE, 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) ===============================================================================
ITEM 9. REGULATION FD DISCLOSURE WESCO International, Inc. ("WESCO" or the "Company") is furnishing the following information under Item 9 of this Current Report on Form 8-K. On August 12, 2002, Roy W. Haley, the Principal Executive Officer of WESCO and Stephen A. Van Oss, the Principal Financial Officer of WESCO each delivered to the Securities and Exchange Commission a sworn statement pursuant to Securities and Exchange Commission Order No. 4-460. Conformed copies of the sworn statements are attached hereto as Exhibits 99.1 and 99.2. The information in this report is furnished pursuant to Item 9 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, except if the Company specifically states that the information is to be considered "filed" under the Securities Exchange Act of 1934 or incorporates it by reference into a filing under the Securities Act of 1933 or the Securities Exchange Act of 1934. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD. 2
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. August 15, 2002 WESCO International, Inc. ----------------- --------------------------------- (Date) /s/ Stephen A. Van Oss --------------------------------- Stephen A. Van Oss Vice President, Chief Financial Officer 3
EXHIBIT INDEX Exhibit 99.1: Sworn statement of Principal Executive Officer of WESCO International, Inc. pursuant to SEC Order 4-460. Exhibit 99.2: Sworn statement of Principal Financial Officer of WESCO International, Inc. pursuant to SEC Order 4-460. 4
EXHIBIT 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Roy W. Haley, Chairman, Chief Executive Officer, and President of WESCO International, Inc., state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of WESCO International, Inc. and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o the 2001 Annual Report filed on Form 10-K with the Securities & Exchange Commission for WESCO International, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of WESCO International, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Roy W. Haley Subscribed and sworn to Roy W. Haley before me this 9th day of August 2002. August 9, 2002 /s/ Christine P. Tharnish Notary Public My Commission Expires:4/10/2006 Christine P. Tharnish, Notary Public City of Pittsburgh, Allegheny county My Commission Expires Apr. 10, 2006
EXHIBIT 99.2 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Stephen A. Van Oss, Vice President and Chief Financial Officer of WESCO International, Inc., state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of WESCO International, Inc. and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o the 2001 Annual Report filed on Form 10-K with the Securities & Exchange Commission for WESCO International, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of WESCO International, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Stephen A. Van Oss Subscribed and sworn to Stephen A. Van Oss before me this 9th day of August 2002. August 9, 2002 /s/ Christine P. Tharnish Notary Public My Commission Expires:4/10/2006 Christine P. Tharnish, Notary Public City of Pittsburgh, Allegheny county My Commission Expires Apr. 10, 2006