SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2(a)

Amendment No. 2*

 

 

YRC WORLDWIDE, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

984249607 

(CUSIP number)

Jennifer M. Pulick

Chief Compliance Officer

Cyrus Capital Partners, L.P.

399 Park Avenue, 39^th Floor

New York, New York 10022

(212) 380-5821

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 16, 2013

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨.

(Continued on the following pages)

(Page 1 of 8 Pages)

 

 

*	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 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

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CUSIP No. 984249607		Schedule 13D/A		Page 2 of 8 pages

 

 

 

1.		NAMES OF REPORTING PERSONS   FBC Holdings, S.a.r.l. (“FBC”)
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS   SC, OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER   1,205,852
				8.		SHARED VOTING POWER   0
				9.		SOLE DISPOSITIVE POWER   1,205,852
				10.		SHARED DISPOSITIVE POWER   0
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,205,852
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   10.0%
14.		TYPE OF REPORTING PERSON   OO

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CUSIP No. 984249607		Schedule 13D/A		Page 3 of 8 pages

 

 

 

1.		NAMES OF REPORTING PERSONS   Cyrus Capital Partners, L.P. (“Cyrus”)
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS   SC, OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER   0
				8.		SHARED VOTING POWER   1,330,275
				9.		SOLE DISPOSITIVE POWER   0
				10.		SHARED DISPOSITIVE POWER   1,330,275
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,330,275
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   11.0%
14.		TYPE OF REPORTING PERSON   PN, IA

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CUSIP No. 984249607		Schedule 13D/A		Page 4 of 8 pages

 

 

 

1.		NAMES OF REPORTING PERSONS   Cyrus Capital Partners GP, L.L.C. (“Cyrus GP”)
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS   SC, OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER   0
				8.		SHARED VOTING POWER   1,330,275
				9.		SOLE DISPOSITIVE POWER   0
				10.		SHARED DISPOSITIVE POWER   1,330,275
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,330,275
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   11.0%
14.		TYPE OF REPORTING PERSON   OO

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CUSIP No. 984249607		Schedule 13D/A		Page 5 of 8 pages

 

 

 

1.		NAMES OF REPORTING PERSONS   Stephen C. Freidheim
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS   SC, OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER   0
				8.		SHARED VOTING POWER   1,330,275
				9.		SOLE DISPOSITIVE POWER   0
				10.		SHARED DISPOSITIVE POWER   1,330,275
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,330,275
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   11.0%
14.		TYPE OF REPORTING PERSON   IN

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CUSIP No. 984249607		Schedule 13D/A		Page 6 of 8 pages

 

This Amendment No. 2 amends the Schedule 13D originally filed by Cyrus Capital Partners, L.P., a Delaware limited partnership (“Cyrus”), FBC Holdings, S.a.r.l., a Luxembourg limited liability company (“FBC”), Cyrus Capital Partners GP, L.L.C., a Delaware limited liability company (“Cyrus GP”), and Mr. Stephen C. Freidheim (each of Cyrus, FBC, Cyrus GP and Mr. Freidheim, collectively, the “Reporting Persons”) with the United States Securities and Exchange Commission on September 26, 2011, as subsequently amended by Amendment No. 1 on May 29, 2013 (together, the “Original Schedule 13D”) relates to the shares of Common Stock, par value $0.01 per share (the “Common Stock”), of YRC Worldwide, Inc., a Delaware corporation (the “Issuer”), owned by FBC and other funds that Cyrus, Cyrus GP and Mr. Freidheim control (the “Cyrus Funds”).

 

ITEM 2.

Identity and Background.

Item 2(a) of the Original Schedule 13D is hereby amended and restated to read as follows:

(a) This Schedule 13D is being filed by Cyrus Capital Partners, L.P., a Delaware limited partnership (“Cyrus”), FBC Holdings, S.a.r.l., a Luxembourg limited liability company (“FBC”), Cyrus Capital Partners GP, L.L.C., a Delaware limited liability company (“Cyrus GP”), and Mr. Stephen C. Freidheim (each of Cyrus, FBC, Cyrus GP and Mr. Freidheim, collectively, the “Reporting Persons”).

FBC, which serves as a special purpose vehicle for making investments, is a wholly-owned subsidiary of Cyrus Opportunities Master Fund II, Ltd., CRS Master Fund, L.P., Crescent 1, L.P., Cyrus Select Opportunities Master Fund, Ltd. and Cyrus Europe Master Fund, Ltd., each of which are private investment funds engaged in the business of acquiring, holding and disposing of investments in various companies. Cyrus is the manager of FBC and the investment manager of each private fund holding an interest in FBC. Cyrus GP is the general partner of Cyrus. Mr. Freidheim is the manager of Cyrus GP, and the Chief Investment Officer of Cyrus.

Except for Mr. Freidheim, each Reporting Person disclaims beneficial ownership of all shares of the Common Stock, other than those reported herein as being owned by such Reporting Person.

Mr. Freidheim disclaims beneficial ownership of the securities of the Issuer held by the Reporting Persons, except to the extent of his pecuniary interest in the Reporting Persons, if any.

 

ITEM 5.

Interest in Securities of the Issuer.

Item 5(a) and (b) of the Original Schedule 13D is hereby amended and restated to read as follows:

(a) – (b) The Issuer reported on its quarterly report on Form 10-Q for the quarterly period ending June 30, 2013 that it had issued and outstanding a total of 10,814,959 shares of Common Stock as of July 31, 2013.

(i) As of the date hereof, FBC beneficially owns 1,205,852 shares of Common Stock, including the 300,836 shares of Common Stock and the 905,016 shares of Common Stock issuable upon the conversion of the $10,230,185 of Series A Notes and the $14,485,331 of 10% Series B Convertible Senior Secured Notes due 2015 (the “Series B Notes”), respectively, reflected on an as-converted basis. The above number of shares of Common Stock issuable upon conversion of the Series B Notes includes the shares of Common Stock issuable as a “make-whole” premium, which is equal to the sum of undiscounted interest that would have been paid in kind on the principal amount of the Series B Notes converted from the last date interest was paid immediately prior to such conversion through and including the maturity of the note as though such Series B Notes had remained outstanding until maturity (the “Make-Whole Shares”). FBC has the sole power to vote and sole power to dispose of the above 1,205,852 shares of Common Stock, which in the aggregate constitutes approximately 10.0% of the Issuer’s outstanding shares of Common Stock.

(ii) As of the date hereof, Cyrus beneficially owns 1,330,275 shares of Common Stock held by the Cyrus Funds, including 364,210 shares of Common Stock and the 966,065 shares of Common Stock issuable upon the conversion of the $12,385,274 of Series A Notes and the $15,462,407 of Series B Notes, respectively, reflected on an as-converted basis. The above number of shares of Common Stock issuable upon conversion of the Series B Notes includes the Make-Whole Shares. Cyrus has the shared power to vote and shared power to dispose of 1,330,275 shares of Common Stock, which in the aggregate constitutes approximately 11.0% of the Issuer’s outstanding shares of Common Stock.

(iii) As of the date hereof, Cyrus GP beneficially owns 1,330,275 shares of Common Stock held by the Cyrus Funds, including 364,210 shares of Common Stock and the 966,065 shares of Common Stock issuable upon the conversion of the $12,385,274 of Series A Notes and the $15,462,407 of Series B Notes, respectively, reflected on an as-converted basis. The above number of shares of Common Stock issuable upon conversion of the Series B Notes includes the Make-Whole Shares. Cyrus GP has the shared power to vote and shared power to dispose of 1,330,275 shares of Common Stock, which in the aggregate constitutes approximately 11.0% of the Issuer’s outstanding shares of Common Stock.

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CUSIP No. 984249607		Schedule 13D/A		Page 7 of 8 pages

 

(iv) As of the date hereof, Mr. Freidheim, the managing member of Cyrus GP, beneficially owns 1,330,275 shares of Common Stock held by the Cyrus Funds, including 364,210 shares of Common Stock and the 966,065 shares of Common Stock issuable upon the conversion of the $12,385,274 of Series A Notes and the $15,462,407 of Series B Notes, respectively, reflected on an as-converted basis. The above number of shares of Common Stock issuable upon conversion of the Series B Notes includes the Make-Whole Shares. Mr. Freidheim has the shared power to vote and shared power to dispose of 1,330,275 shares of Common Stock, which in the aggregate constitutes approximately 11.0% of the Issuer’s outstanding shares of Common Stock. Mr. Freidheim disclaims beneficial ownership of the securities of the Issuer held by the Cyrus Funds, except to the extent of his pecuniary interest in the Cyrus Funds, if any.

(c) The sole transaction in the Common Stock during the past sixty (60) days by the Reporting Persons was the sale of 527,068 shares of Common Stock on October 16, 2013 for $14.8098 per share (including commissions) in a private sale.

The information set forth in Items 4 and 6 of this Schedule 13D is hereby incorporated herein by reference.

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CUSIP No. 984249607		Schedule 13D/A		Page 8 of 8 pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

EXECUTED as a sealed instrument this 18^th day of October, 2013.