EXHIBIT 99.4
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF ALL OUTSTANDING
11 1/8% SENIOR DISCOUNT NOTES
DUE 2008, SERIES A
IN EXCHANGE FOR NEW
11 1/8% SENIOR DISCOUNT NOTES DUE 2008, SERIES B
OF
WESCO INTERNATIONAL, INC.
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of WESCO, Inc. ("Holdings") to exchange its new 11 1/8%
Senior Discount Notes Due 2008, Series B for a like principal amount of its
outstanding 11 1/8% Senior Discount Notes Due 2008, Series A of Holdings
(collectively, the "Old Notes"), made pursuant to the Prospectus (as defined
below), if certificates for the Old Notes are not immediately available or if
the procedure for book-entry transfer cannot be completed on a timely basis or
time will not permit all required documents to reach the Exchange Agent prior to
5:00 p.m., New York time, on the Expiration Date of the Exchange Offer. Such
form may be delivered or transmitted by telegram, telex, facsimile transmission,
mail or hand delivery to Bank One, N.A. (the "Exchange Agent"), as set forth
below. In addition, in order to utilize the guaranteed delivery procedure to
tender Old Notes pursuant to the Exchange Offer, a completed, signed and dated
Letter of Transmittal (or facsimile thereof) must also be received by the
Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
Capitalized terms not defined herein are defined in the Letter of Transmittal.
Bank One, N.A., EXCHANGE AGENT
By Overnight Courier: By Hand: By Registered or Certified
Mail:
Bank One, N.A. Bank One, N.A. Bank One, N.A.
[ADDRESS] [ADDRESS] [ADDRESS]
BY FACSIMILE TRANSMISSION
(FOR ELIGIBLE INSTITUTIONS ONLY): CONFIRM BY TELEPHONE
[PHONE NUMBER] [PHONE NUMBER]
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
2
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to Holdings
the principal amount of Old Notes set forth below pursuant to the guaranteed
delivery procedure described in "The Senior Discount Exchange Offer of
Holdings--Procedures for Tendering Senior Discount Old Notes" section of the
Prospectus dated __________, 1998 of WESCO Distribution, Inc. and WESCO
International, Inc. (the "Prospectus"), receipt of which is hereby acknowledged.
Principal Amount of Old Notes Tendered.*
$_______________________________________
Certificate No(s). (if available):
________________________________________
Total Principal Amount Represented by Certificate(s):
_________________________________________
*Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
3
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
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PLEASE SIGN HERE
X_______________________________________________
X_______________________________________________
Signature(s) of Owner(s)
or Authorized Signatory
Area Code and Telephone Number:__________________________________
Must be signed by the holder(s) of Old Notes as their name(s) appear on
certificates for Old Notes or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If the signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below. if Old Notes will be delivered by book-entry
transfer to The Depository Trust Company, provide account number.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Capacity:________________________________________________________________
_________________________________________________________________________
Address(es):_____________________________________________________________
_________________________________________________________________________
Account
Number:__________________________________________________________________
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4
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a financial institution (including most banks, savings
and loan associations and brokerage houses) that is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchanges Medallion Program, hereby
guarantees that the undersigned will deliver to the Exchange Agent the
certificates representing the Old Notes being tendered hereby or confirmation of
book-entry transfer of such Old Notes into the Exchange Agent's account at The
Depository Trust company, in proper form for transfer, together with any other
documents required by the Letter of Transmittal, within three New York Stock
Exchange trading days after the Expiration Date.
Name of Firm _______________________________________________
Address ____________________________________________________
Area Code & Telephone No. __________________________________
Authorized Signature _______________________________________
Name _______________________________________________________
(PLEASE TYPE OR PRINT)
Title ______________________________________________________
Date _______________________________________________________
NOTE: DO NOT SEND CERTIFICATES REPRESENTING Old Notes WITH THIS FORM.
CERTIFICATES REPRESENTING Old Notes SHOULD BE SENT ONLY WITH A COPY OF
THE PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.