UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material under Rule 14a-12 |
YRC WORLDWIDE INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated, and state how it was determined.): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ¨ | Fee paid previously with preliminary materials: |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration number or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule, or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
10990 Roe Avenue
Overland Park, Kansas 66211
Preferred Stockholders Of YRC Worldwide Inc.
Your Vote Is Important!
February 4, 2010
Dear YRC Worldwide Preferred Stockholder:
If you are receiving this letter, you were a holder of YRC Worldwide Inc. preferred stock as of the January 4, 2010 record date and are entitled to vote at our Special Meeting of Stockholders scheduled for February 17, 2010. A proxy statement regarding the Special Meeting was mailed to you approximately two weeks ago.
| It is important that you vote your shares since not voting is equivalent to voting against Proposals 1 and 2, which contain important amendments to our certificate of incorporation. Even if you have sold your shares since the record date, you still retain the right to vote.
As of our most recent records, we have not received your vote. Please vote today!
|
Holders of preferred stock as of the record date are former bondholders who received their preferred shares in the exchange offer that we successfully completed on December 30, 2009. The terms of the exchange offer required us to call this Special Meeting. Because your bonds were converted into common and preferred shares in the exchange offer, you now have an important vote to cast for all shares that you owned as of the record date.
As former bondholders, you also received in the exchange offer shares of common stock of YRC Worldwide, which you are also entitled to vote. Please make certain you vote all of your accounts for your common and preferred stock. You should already have received proxy cards for your common stock accounts in separate mailings.
This mailing contains a proxy card for your preferred shares only. Please make certain that you vote your common shares as well. If you need any assistance in voting your shares, please contact your prime broker or other representative responsible for your account, or call Morrow & Co., LLC at the telephone numbers below.
Proposals 1 and 2 require the affirmative vote of 1) holders of a majority of the outstanding shares of our common stock voting as a separate class and 2) the holders of a majority of the outstanding common and preferred stock voting together as a single class.
Approval of Proposal 1 will allow your preferred stock to automatically convert into common stock following the filing of an amendment to our certificate of incorporation with the Delaware Secretary of State, which we expect will occur on the next business day following the Special Meeting. You should contact your broker to determine how quickly your account will be updated to reflect the conversion of preferred stock to common stock.
Remember: Failure to vote will be the equivalent of a “No” vote. Please vote your proxy today. If you have any questions or need assistance in getting your shares voted, please contact our proxy advisor, Morrow & Co., LLC, at 1-800-662-5200 or call collect at (203) 658-9400.
On behalf of the Board of Directors,
William D. Zollars
Chairman of the Board and
Chief Executive Officer