================================================================================ 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 20, 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 5. OTHER EVENTS. WESCO International, Inc. ("WESCO" or the "Company") is furnishing the following information under Item 5 of this Current Report on Form 8-K. On August 20, 2002, Standard & Poor's Ratings Services revised its outlook on WESCO Distribution, Inc., a wholly owned subsidiary of WESCO, to negative from stable because of the uncertainties regarding the timing and magnitude of recovery of its key industrial and construction markets. At the same time, Standard & Poor's affirmed its "BB-" corporate credit rating on WESCO Distribution, Inc. A copy of the Standard & Poor's Ratings Outlook is attached hereto as Exhibit 99.1. 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 22, 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: Standard & Poor's Ratings Services outlook on WESCO Distribution, Inc. 4