SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP |
| 1001 PENNSYLVANIA AVE, NW SUITE 220 S |
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
09/16/2011
|
3. Issuer Name and Ticker or Trading Symbol
YRC Worldwide Inc.
[ YRCW ]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Common Stock |
128,952,992 |
I |
See Footnotes
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| 10% Series A Convertible Senior Secured Notes due 2015 |
07/22/2013 |
03/31/2015 |
Common Stock |
93,269,550 |
0.1134 |
I |
See Footnotes
|
| 10% Series B Convertible Senior Secured Notes due 2015 |
09/16/2011 |
03/31/2015 |
Common Stock |
163,859,498 |
0.0618 |
I |
See Footnotes
|
1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP |
| 1001 PENNSYLVANIA AVE, NW SUITE 220 S |
(Street)
|
1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP |
| 1001 PENNSYLVANIA AVE., NW, SUITE 220 S |
(Street)
|
1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP |
| 1001 PENNSYLVANIA AVE., NW, SUITE 220 S |
(Street)
|
1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP |
| 1001 PENNSYLVANIA AVE., NW, SUITE 220 S |
(Street)
|
1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP |
| 1001 PENNSYLVANIA AVE, NW SUITE 220 S |
(Street)
|
1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP |
| 1001 PENNSYLVANIA AVE, NW SUITE 220 S |
(Street)
|
1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP |
| 1001 PENNSYLVANIA AVE, NW SUITE 220 S |
(Street)
|
1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP |
| 1001 PENNSYLVANIA AVE, NW SUITE 220 S |
(Street)
|
| Explanation of Responses: |
|
|
|
| Remarks: |
|
|
/s/ John Beczak attorney-in-fact for David M. Rubenstein |
10/05/2011 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
rrd289842_327125.html
Exhibit 99.1
Joint Filer Information
Date of Event
Requiring Statement: September 16, 2011
Issuer Name and Ticker
or Trading Symbol: YRC Worldwide Inc. [ YRCW ]
Designated Filer: DBD Cayman Holdings, Ltd.
Other Joint Filers: DBD Cayman, Ltd.
TCG Holdings Cayman II, L.P.
TC Group Cayman Investment Holdings, L.P.
TC Group CSP II, L.L.C.
CSP II General Partner, L.P.
Carlyle Strategic Partners II, L.P.
CSP II Coinvestment, L.P.
Addresses: The principal business address of each of DBD Cayman, Ltd., TCG
Holdings Cayman II, L.P. and TC Group Cayman Investment Holdings,
L.P. is c/o Walkers Corporate Services Limited, Walker House,
87 Mary Street, George Town, Grand Cayman KY1-9001,
Cayman Islands.
The principal business address of each of TC Group CSP II, L.L.C.,
CSP II General Partner, L.P., Carlyle Strategic Partners II, L.P. and
CSP II Coinvestment, L.P. is c/o The Carlyle Group, 1001 Pennsylvania
Ave., N.W., Suite 220 South, Washington, DC 20004-2505.
Signatures:
Dated: October 5, 2011
DBD Cayman Holdings, Ltd.
by: /s/ John Beczak,
--------------------------------------------------------------
attorney in fact for David M. Rubenstein
--------------------------------------------------------------
Name: David M. Rubenstein
Title: Ordinary Member
DBD Cayman, Ltd.
by: DBD Cayman Holdings, Ltd., its sole shareholder
by: /s/ John Beczak,
--------------------------------------------------------------
attorney in fact for David M. Rubenstein
--------------------------------------------------------------
Name: David M. Rubenstein
Title: Ordinary Member
TCG Holdings Cayman II, L.P.
by: DBD Cayman, Ltd., its general partner
by: DBD Cayman Holdings, Ltd., its sole shareholder
by: /s/ John Beczak,
--------------------------------------------------------------
attorney in fact for David M. Rubenstein
--------------------------------------------------------------
Name: David M. Rubenstein
Title: Ordinary Member
TC Group Cayman Investment Holdings, L.P.
by: TCG Holdings Cayman II, L.P., its general partner
by: DBD Cayman, Ltd., its general partner
by: DBD Cayman Holdings, Ltd., its sole shareholder
by: /s/ John Beczak,
--------------------------------------------------------------
attorney in fact for David M. Rubenstein
--------------------------------------------------------------
Name: David M. Rubenstein
Title: Ordinary Member
TC Group CSP II, L.L.C.
by: TC Group Cayman Investment Holdings, L.P., its managing member
by: TCG Holdings Cayman II, L.P., its general partner
by: DBD Cayman, Ltd., its general partner
by: DBD Cayman Holdings, Ltd., its sole shareholder
by: /s/ John Beczak,
--------------------------------------------------------------
attorney in fact for David M. Rubenstein
--------------------------------------------------------------
Name: David M. Rubenstein
Title: Ordinary Member
CSP II General Partner, L.P.
by: TC Group CSP II, L.L.C., its general partner
by: TC Group Cayman Investment Holdings, L.P., its managing member
by: TCG Holdings Cayman II, L.P., its general partner
by: DBD Cayman, Ltd., its general partner
by: DBD Cayman Holdings, Ltd., its sole shareholder
by: /s/ John Beczak,
--------------------------------------------------------------
attorney in fact for David M. Rubenstein
--------------------------------------------------------------
Name: David M. Rubenstein
Title: Ordinary Member
Carlyle Strategic Partners II, L.P.
by: CSP II General Partner, L.P., its general partner
by: TC Group CSP II, L.L.C., its general partner
by: TC Group Cayman Investment Holdings, L.P., its sole shareholder
by: TCG Holdings Cayman II, L.P., its general partner
by: DBD Cayman, Ltd., its general partner
by: DBD Cayman Holdings, Ltd., its sole shareholder
by: /s/ John Beczak,
--------------------------------------------------------------
attorney in fact for David M. Rubenstein
--------------------------------------------------------------
Name: David M. Rubenstein
Title: Ordinary Member
CSP II Coinvestment, L.P.
by: CSP II General Partner, L.P., its general partner
by: TC Group CSP II, L.L.C., its general partner
by: TC Group Cayman Investment Holdings, L.P., its sole shareholder
by: TCG Holdings Cayman II, L.P., its general partner
by: DBD Cayman, Ltd., its general partner
by: DBD Cayman Holdings, Ltd., its sole shareholder
by: /s/ John Beczak,
--------------------------------------------------------------
attorney in fact for David M. Rubenstein
--------------------------------------------------------------
Name: David M. Rubenstein
Title: Ordinary Member
rrd289842_327126.html
Exhibit 24
POWER OF ATTORNEY
The undersigned understands that, from time to time, the Carlyle
Companies (defined below) are required to prepare, execute and file certain
federal and state securities laws filings.
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Curt Buser, Jeff Ferguson, David Pearson, Catherine Ziobro, R.
Rainey Hoffman, Joanne Cosiol, Monica Harris, Jeremy Anderson, Bruno De Gusmao,
Ann Siebecker, Andrea Pekala, Tom Mayrhofer, David Willich, Glen Goold, Orit
Mizrachi, John Beczak, Rick Kappler, Matt LoRusso, Rob Konigsberg, Katey Bogue,
James Sloan, or any of them signing singly, and with full power of substitution,
the undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the name of each Carlyle Company and on behalf
of each Carlyle Company, and submit to the U.S. Securities and Exchange
Commission (the "SEC") a Form ID, including amendments thereto, and any
other documents necessary or appropriate to obtain codes and passwords
enabling the undersigned to make electronic filings with the SEC of
Forms D ("Form D") required to be filed in accordance with Rule 503
("Rule 503") promulgated with respect to Sections 4(2), 4(6) and 3(b) of
the Securities Act of 1933 (the "1933 Act") and reports required by
Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 (the
"1934 Act") or any rule or regulation of the SEC;
(2) prepare and execute for and on behalf of each Carlyle Company, in
the undersigned's capacity as a Managing Director, authorized person,
officer and/or director of each Carlyle Company, federal and state
securities laws filings including without limitation Forms D pursuant to
Rule 503 and Schedules 13D and 13G and Forms 3, 4, and 5 in accordance
with Sections 13(d) and 16(a) of the 1934 Act and the rules thereunder;
(3) do and perform any and all acts for and on behalf of each Carlyle
Company which may be necessary or desirable to complete and execute any
such federal and state securities laws filings including without
limitation Forms D, Schedules 13D and 13G and Forms 3, 4, and 5,
complete and execute any amendment or amendments thereto, and timely
file such form with the SEC and the securities administrators of any
state, the District of Columbia, the Commonwealth of Puerto Rico, Guam
and the United States Virgin Islands or their designees and any stock
exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted, whether the same needs to be executed, taken
or done by him in his capacity as a current or former member, partner,
shareholder, director or officer of any company, partnership, corporation,
organization, firm, branch or other entity connected with, related to or
affiliated with any of the entities constituting the Carlyle Companies or
entities that directly or indirectly hold interests in the Carlyle Companies.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with federal and state
securities laws, including without limitation Rule 503 of the 1933 Act or
Section 13 and Section 16 of the 1934 Act.
This Power of Attorney and all authority conferred hereby shall not be
terminated by operation of law, whether by the death or incapacity of the
undersigned or by occurrence of any other event. Actions taken by an
attorney-in-fact pursuant to this Power of Attorney shall be as valid as if any
event described in the preceding sentence had not occurred, whether or not the
attorney-in-fact shall have received notice of such event. Notwithstanding the
foregoing, (i) in the event that an attorney-in-fact is no longer employed by
The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of Attorney
and all authority conferred hereby shall be immediately terminated with respect
to such Attorney, and (ii) the undersigned may terminate or revoke this Power of
Attorney at any time.
For purposes hereof, the "Carlyle Companies" shall consist of: (i) TWC
Virginia, Inc., a Delaware corporation, TC Group, L.L.C., a Delaware limited
liability company, TC Group Cayman, L.P., a Cayman Islands exempted limited
partnership, TC Group Investment Holdings, L.P., a Delaware limited partnership
and TC Group Cayman Investment Holdings, L.P., a Cayman Islands exempted limited
partnership; (ii) their respective owners, including without limitation TCG
Holdings, L.L.C., a Delaware limited liability company, TCG Holdings Cayman,
L.P., a Cayman Islands exempted limited partnership, TCG Holdings II, L.P., a
Delaware limited partnership, TCG Holdings Cayman II, L.P., a Cayman Islands
exempted limited partnership, TCG Employee Co., L.L.C., a Delaware limited
liability company, Carlyle Offshore Partners II, Ltd., a Cayman Islands exempted
company with limited liability, Carlyle Offshore Partners II Holdings, Ltd., a
Cayman Islands exempted company with limited liability, DBD Investors V, L.L.C.,
a Delaware limited liability company, DBD Investors V Holdings, L.L.C., a
Delaware limited liability company, DBD Cayman, Ltd., a Cayman Islands exempted
company with limited liability and DBD Cayman Holdings, Ltd., a Cayman Islands
exempted company with limited liability; and (iii) the subsidiaries and
affiliates of the foregoing in clauses (i) and (ii), including without
limitation investment funds sponsored directly or indirectly by one or more of
the Carlyle Companies.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 11th day of February, 2011.
/s/ David M. Rubenstein
----------------------------------------
Name: David M. Rubenstein
