Edgar Filing: QUALITY DISTRIBUTION INC

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. 4*)

Quality Distribution, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

74756M 10 2

(CUSIP Number)

John F. Hartigan, Esq.

Morgan, Lewis & Bockius LLP

300 S. Grand Avenue, 22nd Floor

Los Angeles, CA 90071

(213) 612-2500

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

August 14, 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 which 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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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 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. 74756M 10 2						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Investment Fund III, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 0 shares of Common Stock

			9	Sole Dispositive Power

			10	Shared Dispositive Power 0 shares of Common Stock

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0%

	14	Type of Reporting Person PN

CUSIP No. 74756M 10 2						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Overseas Partners III, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 0 shares of Common Stock

			9	Sole Dispositive Power

			10	Shared Dispositive Power 0 shares of Common Stock

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0%

	14	Type of Reporting Person PN

CUSIP No. 74756M 10 2						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo (U.K.) Partners III, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 0 shares of Common Stock

			9	Sole Dispositive Power

			10	Shared Dispositive Power 0 shares of Common Stock

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0%

	14	Type of Reporting Person PN

CUSIP No. 74756M 10 2						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Management III, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 0 shares of Common Stock

			9	Sole Dispositive Power

			10	Shared Dispositive Power 0 shares of Common Stock

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13	Percent of Class Represented by Amount in Row (11) 0%

	14	Type of Reporting Person PN

CUSIP No. 74756M 10 2						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person AIF III Management, LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 0 shares of Common Stock

			9	Sole Dispositive Power

			10	Shared Dispositive Power 0 shares of Common Stock

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13	Percent of Class Represented by Amount in Row (11) 0%

	14	Type of Reporting Person OO

CUSIP No. 74756M 10 2						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Management, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 0 shares of Common Stock

			9	Sole Dispositive Power

			10	Shared Dispositive Power 0 shares of Common Stock

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13	Percent of Class Represented by Amount in Row (11) 0%

	14	Type of Reporting Person PN

CUSIP No. 74756M 10 2						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Management GP, LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 0 shares of Common Stock

			9	Sole Dispositive Power

			10	Shared Dispositive Power 0 shares of Common Stock

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13	Percent of Class Represented by Amount in Row (11) 0%

	14	Type of Reporting Person OO

CUSIP No. 74756M 10 2						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Management Holdings, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 0 shares of Common Stock

			9	Sole Dispositive Power

			10	Shared Dispositive Power 0 shares of Common Stock

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13	Percent of Class Represented by Amount in Row (11) 0%

	14	Type of Reporting Person PN

CUSIP No. 74756M 10 2						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Management Holdings GP, LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 0 shares of Common Stock

			9	Sole Dispositive Power

			10	Shared Dispositive Power 0 shares of Common Stock

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13	Percent of Class Represented by Amount in Row (11) 0%

	14	Type of Reporting Person OO

CUSIP No. 74756M 10 2						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Advisors II, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 0 shares of Common Stock

			9	Sole Dispositive Power

			10	Shared Dispositive Power 0 shares of Common Stock

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13	Percent of Class Represented by Amount in Row (11) 0%

	14	Type of Reporting Person PN

CUSIP No. 74756M 10 2						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Capital Management II, Inc.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 0 shares of Common Stock

			9	Sole Dispositive Power

			10	Shared Dispositive Power 0 shares of Common Stock

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13	Percent of Class Represented by Amount in Row (11) 0%

	14	Type of Reporting Person CO

This Amendment No. 4 to Schedule 13D supplements and amends Amendment No. 3 to Schedule 13D filed on August 13, 2013, Amendment No. 2 to Schedule 13D filed on February 11, 2011, Amendment No. 1 to Schedule 13D filed on the June 12, 2009, and the Statement on Schedule 13D filed on November 21, 2003, by (i) Apollo Investment Fund III, L.P., a Delaware limited partnership (“Fund III”), (ii) Apollo Overseas Partners III, L.P., a Delaware limited partnership (“Overseas III”), (iii) Apollo (U.K.) Partners III, L.P., a limited partnership registered in England (“UK Partners III”, and together with Fund III and Overseas III, the “Apollo Funds”), (iv) Apollo Management III, L.P., a Delaware limited partnership (f/k/a Apollo Management, L.P., “Management III”), (v) Apollo Advisors II, L.P., a Delaware limited partnership (“Advisors II”), as amended by Amendment No. 1 to Schedule 13D filed on June 12, 2009 by (i) Fund III, (ii) Overseas III, (iii) UK Partners III, (iv) Management III, (v) AIF III Management, LLC, a Delaware limited liability company (“AIF III”), (v) Apollo Management, L.P., a Delaware limited partnership (“Apollo Management”), (vii) Apollo Management GP, LLC, a Delaware limited liability company (“Management GP”), (viii) Apollo Management Holdings, L.P., a Delaware limited partnership (“Management Holdings”), (ix) Apollo Management Holdings GP, LLC, a Delaware limited liability company (“Holdings GP”), (x) Advisors II, and (xi) Apollo Capital Management II, Inc., a Delaware corporation (“Capital Management II”), with respect to the common stock, no par value (the “Common Stock”) of Quality Distribution, Inc. (the “Issuer”). The Apollo Funds, Management III, AIF III, Management, Management GP, Management Holdings, Holdings GP, Advisors II and Capital Management II are referred to collectively as the “Reporting Persons.”

Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Statement on Schedule 13D filed on November 21, 2003, as amended.

Responses to each item of this Amendment No. 4 to Statement on Schedule 13D are incorporated by reference into the response to each other item, as applicable.

Item 1. Security and Issuer

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

Item 4. Purpose of Transaction

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and supplemented as follows:

On August 14, 2013, Fund III, Overseas III and UK Partners III sold an aggregate of 4,611,194 shares of Common Stock pursuant to an underwritten offering, as discussed in the Issuer’s prospectus supplement dated August 8, 2013, supplementing the Issuer’s registration statement on Form S-3 (File No. 333-175094) filed with the Securities and Exchange Commission on June 23, 2011, as amended by Amendment No. 1 to Form S-3, filed on July 20, 2011 (collectively, the “Registration Statement”), including an aggregate of 419,199 shares of Common Stock that were sold upon exercise of the underwriters’ over-allotment option, pursuant to an underwriting agreement, dated as of August 8, 2013 (the “Underwriting Agreement”), among the Issuer, the Apollo Funds and MidOcean Capital Investors, L.P. as selling shareholders, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and JP Morgan Securities LLC as representatives of the underwriters described therein (collectively, the “Underwriters”).

Following the sale of the Common Stock by the Apollo Funds, neither the Apollo Funds nor any of the other Reporting Persons hold any shares of Common Stock of the Issuer. In addition, the Apollo Funds no longer hold the irrevocable proxy with respect to the shares of Common Stock held by MidOcean Capital Investors, L.P. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock of the Issuer and the filing of this Amendment No. 4 to Schedule 13D shall not be construed as an admission that any such person is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(a) See also the information contained on the cover pages of this Amendment No. 4 to Schedule 13D which is incorporated herein by reference. The percentage of Common Stock beneficially owned by each Reporting Person is based on 26,905,339 outstanding shares of Common Stock of the Issuer as of August 5, 2013, as reported by the Issuer in the Registration Statement.

(b) See the information contained on the cover pages of this Amendment No. 4 to Schedule 13D which is incorporated herein by reference.

(c) There have been no reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by the Reporting Persons other than as described in this Amendment No. 4 to Schedule 13D.

(d) Not applicable.

(e) August 14, 2013

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented as follows:

On August 14, 2013, the Apollo Funds entered into the Underwriting Agreement with the Issuer, MidOcean Capital Investors, L.P. and the Underwriters with respect to the sale of shares of Common Stock by the Apollo Funds and by MidOcean Capital Investors, L.P. Pursuant to the Underwriting Agreement, the Apollo Funds agreed to sell an aggregate of 4,191,995 shares of Common Stock and granted the Underwriters an option to purchase up to 419,199 additional shares of the Common Stock. Closing of the sale, including the sale of the shares subject to the option, occurred on August 14, 2013.

The summary of the Underwriting Agreement as described in this Item 6 does not purport to be complete and is qualified in its entirety by reference to such agreement, which is attached to this Amendment No. 4 to Schedule 13D as Exhibit 1, and is incorporated herein by this reference.

Item 7. Material to Be Filed as Exhibits

Exhibit 1: Underwriting Agreement, dated as of August 8, 2013, by and among the Issuer, the Apollo Funds and MidOcean Capital Investors, L.P. as selling shareholders, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and JP Morgan Securities LLC as representatives of the Underwriters (incorporated herein by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 9, 2013 (File No. 000-24180).

SIGNATURES

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

Date: August 16, 2013
	APOLLO INVESTMENT FUND III, L.P.

	By:	Apollo Advisors II, L.P.
		its general partner

		By:	Apollo Capital Management II, Inc.
			its general partner

			By:	/s/ Laurie D. Medley
				Laurie D. Medley
				Vice President


	APOLLO OVERSEAS PARTNERS III, L.P.

	By:	Apollo Advisors II, L.P.
		its managing general partner

		By:	Apollo Capital Management II, Inc.
			its general partner

			By:	/s/ Laurie D. Medley
				Laurie D. Medley
				Vice President


	APOLLO (U.K.) PARTNERS III, L.P.

	By:	Apollo Advisors II, L.P.
		its general partner

		By:	Apollo Capital Management II, Inc.
			its general partner

			By:	/s/ Laurie D. Medley
				Laurie D. Medley
				Vice President

APOLLO ADVISORS II, L.P.

By:	Apollo Capital Management II, Inc.
	its general partner

	By:		/s/ Laurie D. Medley
			Laurie D. Medley
			Vice President

APOLLO CAPITAL MANAGEMENT II, INC.

By:	/s/ Laurie D. Medley
	Laurie D. Medley
	Vice President

APOLLO MANAGEMENT III, L.P.

By:	AIF III Management, LLC
	its general partner

		By:		Apollo Management, L.P.
					its member-manager

			By:		Apollo Management GP, LLC
					its general partner

					By:	/s/ Laurie D. Medley
						Laurie D. Medley
						Vice President

AIF III MANAGEMENT, LLC

By:	Apollo Management, L.P.
			its member-manager

	By:		Apollo Management GP, LLC
			its general partner

			By:		/s/ Laurie D. Medley
					Laurie D. Medley
					Vice President

APOLLO MANAGEMENT, L.P.

By:	Apollo Management GP, LLC
	its general partner

	By:	/s/ Laurie D. Medley
		Laurie D. Medley
		Vice President

APOLLO MANAGEMENT GP, LLC

By:		/s/ Laurie D. Medley
	Laurie D. Medley
	Vice President


APOLLO MANAGEMENT HOLDINGS, L.P.

By:	Apollo Management Holdings GP, LLC
	its general partner

	By:	/s/ Laurie D. Medley
		Laurie D. Medley
		Vice President

APOLLO MANAGEMENT HOLDINGS GP, LLC

By:		/s/ Laurie D. Medley
	Laurie D. Medley
	Vice President