SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d)
and Amendments Thereto Filed Pursuant to § 240.13d-2.
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
YRC WORLDWIDE INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
984249300
(CUSIP Number)
December 31, 2012
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 984249300 | 13G | Page 2 of 16 Pages |
| 1. |
Names of Reporting Persons
Catalyst Fund Limited Partnership II | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x | |||||
| 3. | SEC Use Only.
| |||||
| 4. | Citizenship or Place of Organization
Canada | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
| ||||
| 6. | Shared Voting Power
272,834 | |||||
| 7. | Sole Dispositive Power
| |||||
| 8. | Shared Dispositive Power
272,834 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
272,834* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
3.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| * | The Reporting Person beneficially owns 10% Series B Convertible Senior Secured Notes due 2015 that are currently convertible into 272,834 shares of Common Stock of the Issuer. |
| CUSIP No. 984249300 | 13G | Page 3 of 16 Pages |
| 1. |
Names of Reporting Persons
Catalyst Fund General Partner II Inc. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x | |||||
| 3. | SEC Use Only.
| |||||
| 4. | Citizenship or Place of Organization
Canada | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
| ||||
| 6. | Shared Voting Power
272,834 | |||||
| 7. | Sole Dispositive Power
| |||||
| 8. | Shared Dispositive Power
272,834 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
272,834* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
3.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| * | The Reporting Person beneficially owns 10% Series B Convertible Senior Secured Notes due 2015 that are currently convertible into 272,834 shares of Common Stock of the Issuer. |
| CUSIP No. 984249300 | 13G | Page 4 of 16 Pages |
| 1. |
Names of Reporting Persons
CCGI Holdings II Inc. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Canada | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
| ||||
| 6. | Shared Voting Power
272,834 | |||||
| 7. | Sole Dispositive Power
| |||||
| 8. | Shared Dispositive Power
272,834 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
272,834* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
3.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| * | The Reporting Person beneficially owns 10% Series B Convertible Senior Secured Notes due 2015 that are currently convertible into 272,834 shares of Common Stock of the Issuer. |
| CUSIP No. 984249300 | 13G | Page 5 of 16 Pages |
| 1. |
Names of Reporting Persons
The Catalyst Capital Group Inc. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Canada | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
| ||||
| 6. | Shared Voting Power
272,834 | |||||
| 7. | Sole Dispositive Power
| |||||
| 8. | Shared Dispositive Power
272,834 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
272,834* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
3.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| * | The Reporting Person beneficially owns 10% Series B Convertible Senior Secured Notes due 2015 that are currently convertible into 272,834 shares of Common Stock of the Issuer. |
| CUSIP No. 984249300 | 13G | Page 6 of 16 Pages |
| 1. |
Names of Reporting Persons
Newton Glassman | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Canada | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
| ||||
| 6. | Shared Voting Power
272,834 | |||||
| 7. | Sole Dispositive Power
| |||||
| 8. | Shared Dispositive Power
272,834 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
272,834* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
3.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | The Reporting Person beneficially owns 10% Series B Convertible Senior Secured Notes due 2015 that are currently convertible into 272,834 shares of Common Stock of the Issuer. |
| CUSIP No. 984249300 | 13G | Page 7 of 16 Pages |
| 1. |
Names of Reporting Persons
Gabriel de Alba | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
| ||||
| 6. | Shared Voting Power
272,834 | |||||
| 7. | Sole Dispositive Power
| |||||
| 8. | Shared Dispositive Power
272,834 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
272,834* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
3.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | The Reporting Person beneficially owns 10% Series B Convertible Senior Secured Notes due 2015 that are currently convertible into 272,834 shares of Common Stock of the Issuer. |
| CUSIP No. 984249300 | 13G | Page 8 of 16 Pages |
| 1. |
Names of Reporting Persons
Jonathan A. Levin | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Canada | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
| ||||
| 6. | Shared Voting Power
272,834 | |||||
| 7. | Sole Dispositive Power
| |||||
| 8. | Shared Dispositive Power
272,834 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
272,834* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
3.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | The Reporting Person beneficially owns 10% Series B Convertible Senior Secured Notes due 2015 that are currently convertible into 272,834 shares of Common Stock of the Issuer. |
| CUSIP No. 984249300 | 13G | Page 9 of 16 Pages |
Item 1.
| (a) | Name of Issuer: |
YRC Worldwide Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
10990 Roe Avenue, Overland Park, Kansas 66211
Item 2.
Catalyst Fund Limited Partnership II
| (a) | Name of Person Filing: |
Catalyst Fund Limited Partnership II
| (b) | Address of Principal Business Office or, if none, Residence: |
77 King Street West, Suite 4320, P.O. Box 212, Royal Trust Tower, Toronto, ON M5K 1J3
| (c) | Citizenship: Canada |
| (d) | Title of Class of Securities: |
Common Stock, $0.01 par value
| (e) | CUSIP Number: |
984249300
Catalyst Fund General Partner II Inc.
| (a) | Name of Person Filing: |
Catalyst Fund General Partner II Inc.
| (b) | Address of Principal Business Office or, if none, Residence: |
77 King Street West, Suite 4320, P.O. Box 212, Royal Trust Tower, Toronto, ON M5K 1J3
| (c) | Citizenship: Canada |
| (d) | Title of Class of Securities: |
Common Stock, $0.01 par value
| (e) | CUSIP Number: |
984249300
CCGI Holdings II Inc.
| (a) | Name of Person Filing: |
CCGI Holdings II Inc.
| (b) | Address of Principal Business Office or, if none, Residence: |
77 King Street West, Suite 4320, P.O. Box 212, Royal Trust Tower, Toronto, ON M5K 1J3
| (c) | Citizenship: Canada |
| (d) | Title of Class of Securities: |
Common Stock, $0.01 par value
| (e) | CUSIP Number: |
984249300
| CUSIP No. 984249300 | 13G | Page 10 of 16 Pages |
The Catalyst Capital Group Inc.
| (a) | Name of Person Filing: |
The Catalyst Capital Group Inc.
| (b) | Address of Principal Business Office or, if none, Residence: |
77 King Street West, Suite 4320, P.O. Box 212, Royal Trust Tower, Toronto, ON M5K 1J3
| (c) | Citizenship: Canada |
| (d) | Title of Class of Securities: |
Common Stock, $0.01 par value
| (e) | CUSIP Number: |
984249300
Newton Glassman
| (a) | Name of Person Filing: |
Newton Glassman
| (b) | Address of Principal Business Office or, if none, Residence: |
c/o The Catalyst Capital Group, 77 King Street West, Suite 4320, P.O. Box 212, Royal Trust Tower, Toronto, ON M5K 1J3
| (c) | Citizenship: Canada |
| (d) | Title of Class of Securities: |
Common Stock, $0.01 par value
| (e) | CUSIP Number: |
984249300
Gabriel de Alba
| (a) | Name of Person Filing: |
Gabriel de Alba
| (b) | Address of Principal Business Office or, if none, Residence: |
c/o The Catalyst Capital Group, 77 King Street West, Suite 4320, P.O. Box 212, Royal Trust Tower, Toronto, ON M5K 1J3
| (c) | Citizenship: United States |
| (d) | Title of Class of Securities: |
Common Stock, $0.01 par value
| (e) | CUSIP Number: |
984249300
| CUSIP No. 984249300 | 13G | Page 11 of 16 Pages |
Jonathan A. Levin
| (a) | Name of Person Filing: |
Jonathan A. Levin
| (b) | Address of Principal Business Office or, if none, Residence: |
c/o The Catalyst Capital Group, 77 King Street West, Suite 4320, P.O. Box 212, Royal Trust Tower, Toronto, ON M5K 1J3
| (c) | Citizenship: Canada |
| (d) | Title of Class of Securities: |
Common Stock, $0.01 par value
| (e) | CUSIP Number: |
984249300
Catalyst Fund Limited Partnership II is an investment fund and a limited partnership. Catalyst Fund General Partner II Inc. is the general partner of Catalyst Fund Limited Partnership II. Newton Glassman, Gabriel de Alba and Jonathan A. Levin are the officers and Newton Glassman is the director of Catalyst Fund General Partner II Inc. Catalyst Fund General Partner II Inc. is a wholly-owned subsidiary of CCGI Holdings II Inc. Newton Glassman, Gabriel de Alba and Jonathan A. Levin are the officers and Newton Glassman is the director of CCGI Holdings II Inc.
The Catalyst Capital Group Inc. is a privately held investment management firm and is the manager of certain managed funds, including Catalyst Fund Limited Partnership II. Newton Glassman, Gabriel de Alba and Jonathan A. Levin are the officers and Newton Glassman is the director of The Catalyst Capital Group Inc. Newton Glassman and Gabriel de Alba are President & Managing Partner and Managing Director & Partner, respectively, of The Catalyst Capital Group Inc. Newton Glassman, Gabriel de Alba and Jonathan A. Levin, through various roles as described herein, exercise voting and investment control over Catalyst Fund Limited Partnership II.
Catalyst Fund General Partner II Inc., CCGI Holdings II Inc., The Catalyst Capital Group Inc., Newton Glassman, Gabriel de Alba and Jonathan A. Levin disclaim beneficial ownership of the shares of Common Stock, $0.01 par value, reported, except to the extent of their respective pecuniary interest in such shares of Common Stock.
| Item 3. | If this Statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: |
| (a) | ¨ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c); |
| (b) | ¨ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c); |
| (c) | ¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c); |
| (d) | ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| CUSIP No. 984249300 | 13G | Page 12 of 16 Pages |
| (e) | ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);* |
| (f) | ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ¨ A parent holding company or control person in accordance with §240.13d-1 (b)(1)(ii)(G); |
| (h) | ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); |
| (i) | ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) | ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
Item 4. Ownership.
Catalyst Fund Limited Partnership II
| (a) | Amount beneficially owned: 272,834 shares. |
| (b) | Percent of class: 3.1%. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0. |
| (ii) | Shared power to vote or to direct the vote: 272,834. |
| (iii) | Sole power to dispose or to direct the disposition of: 0. |
| (iv) | Shared power to dispose or to direct the disposition of: 272,834. |
Catalyst Fund General Partner II Inc.
| (a) | Amount beneficially owned: 272,834 shares. |
| (b) | Percent of class: 3.1%. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0. |
| (ii) | Shared power to vote or to direct the vote: 272,834. |
| (iii) | Sole power to dispose or to direct the disposition of: 0. |
| (iv) | Shared power to dispose or to direct the disposition of: 272,834. |
CCGI Holdings II Inc.
| (a) | Amount beneficially owned: 272,834 shares. |
| (b) | Percent of class: 3.1%. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0. |
| (ii) | Shared power to vote or to direct the vote: 272,834. |
| (iii) | Sole power to dispose or to direct the disposition of: 0. |
| (iv) | Shared power to dispose or to direct the disposition of: 272,834. |
| CUSIP No. 984249300 | 13G | Page 13 of 16 Pages |
The Catalyst Capital Group Inc.
| (a) | Amount beneficially owned: 272,834 shares. |
| (b) | Percent of class: 3.1%. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0. |
| (ii) | Shared power to vote or to direct the vote: 272,834. |
| (iii) | Sole power to dispose or to direct the disposition of: 0. |
| (iv) | Shared power to dispose or to direct the disposition of: 272,834 |
Newton Glassman
| (a) | Amount beneficially owned: 272,834 shares. |
| (b) | Percent of class: 3.1%. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0. |
| (ii) | Shared power to vote or to direct the vote: 272,834. |
| (iii) | Sole power to dispose or to direct the disposition of: 0. |
| (iv) | Shared power to dispose or to direct the disposition of: 272,834. |
Gabriel de Alba
| (a) | Amount beneficially owned: 272,834 shares. |
| (b) | Percent of class: 3.1%. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0. |
| (ii) | Shared power to vote or to direct the vote: 272,834. |
| (iii) | Sole power to dispose or to direct the disposition of: 0. |
| (iv) | Shared power to dispose or to direct the disposition of: 272,834. |
Jonathan A. Levin
| (a) | Amount beneficially owned: 272,834 shares. |
| (b) | Percent of class: 3.1%. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0. |
| (ii) | Shared power to vote or to direct the vote: 272,834. |
| (iii) | Sole power to dispose or to direct the disposition of: 0. |
| (iv) | Shared power to dispose or to direct the disposition of: 272,834. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Catalyst Fund Limited Partnership II may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock held by Catalyst Fund Limited Partnership II. However, The Catalyst Capital Group Inc., as the manager of Catalyst Fund Limited Partnership II, ultimately has the right to direct such activities.
| CUSIP No. 984249300 | 13G | Page 14 of 16 Pages |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of a Group. |
Not applicable.
| Item 10. | Certification. |
This Amendment No. 2 to Schedule 13G is being filed by Catalyst Fund Limited Partnership II, Catalyst Fund General Partner II Inc., CCGI Holdings II Inc., The Catalyst Capital Group Inc., Newton Glassman, Gabriel de Alba and Jonathan A. Levin pursuant to Rule 13d-1(c):
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2013
| CATALYST FUND LIMITED PARTNERSHIP II | ||||||
| By: CATALYST FUND GENERAL PARTNER II INC., its General Partner | ||||||
| By: /s/ Newton Glassman | ||||||
| Name: Newton Glassman | ||||||
| Title: Director | ||||||
| /s/ Newton Glassman |
CATALYST FUND GENERAL PARTNER II INC. | |||||
| Newton Glassman | ||||||
| By: /s/ Newton Glassman | ||||||
| Name: Newton Glassman | ||||||
| Title: Director | ||||||
| /s/ Gabriel de Alba |
||||||
| Gabriel de Alba | ||||||
| CCGI HOLDINGS II INC. | ||||||
| /s/ Jonathan A. Levin |
By: /s/ Newton Glassman | |||||
| Jonathan A. Levin | Name: Newton Glassman | |||||
| Title: Director | ||||||
| THE CATALYST CAPITAL GROUP INC. | ||||||
| By: /s/ Newton Glassman | ||||||
| Name: Newton Glassman | ||||||
| Title: President / Managing Partner / Director | ||||||
| CUSIP No. 984249300 | 13G | Page 16 of 16 Pages |
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the undersigned persons hereby agree to the joint filing on behalf of each of them of this Amendment No. 2 to Schedule 13G (including any amendments thereto, the “Schedule 13G”) with respect to the shares of Common Stock of YRC Worldwide Inc. Furthermore, each party to this Agreement expressly authorizes each other party to this Agreement to file the Schedule 13G on his behalf. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Date: February 14, 2013
| CATALYST FUND LIMITED PARTNERSHIP II | ||||
| By: CATALYST FUND GENERAL PARTNER II INC., its General Partner | ||||
| By: /s/ Newton Glassman | ||||
| Name: Newton Glassman | ||||
| Title: Director | ||||
| /s/ Newton Glassman |
CATALYST FUND GENERAL PARTNER II INC. | |||
| Newton Glassman | ||||
| By: /s/ Newton Glassman | ||||
| Name: Newton Glassman | ||||
| Title: Director | ||||
| /s/ Gabriel de Alba |
||||
| Gabriel de Alba | ||||
| CCGI HOLDINGS II INC. | ||||
| /s/ Jonathan A. Levin |
By: /s/ Newton Glassman | |||
| Jonathan A. Levin | Name: Newton Glassman | |||
| Title: Director | ||||
| THE CATALYST CAPITAL GROUP INC. | ||||
| By: | /s/ Newton Glassman | |||
| Name: Newton Glassman | ||||
| Title: President / Managing Partner / Director | ||||