UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Information To Be Included in Statements Filed Pursuant to § 240.13d-1(a) and
Amendments Thereto Filed Pursuant to § 240.13d-2(a)*
(Amendment No. 3)
VITRAN CORPORATION INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
92850E107
(CUSIP Number)
Howard A. Kenny
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, NY 10178
(212) 309-6843
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 7, 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 off §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons 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. 92850E107 | 13D | Page 2 of 5 Pages |
1 |
NAME OF REPORTING PERSONS
TRANSFORCE INC. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
BK | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,263,478 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,263,478 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,263,478 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.70%(1) | |||||
14 | TYPE OF REPORTING PERSON*
CO |
(1) | The percentage owned is based on 16,399,241 shares of common stock outstanding as of February 19, 2013, as reported by the Issuer in its Form 10-K filed with the Commission on February 21, 2013. |
CUSIP No. 92850E107 | 13D | Page 3 of 5 Pages |
1 |
NAME OF REPORTING PERSONS
TFI HOLDINGS INC. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,263,478 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,263,478 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,263,478 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.70%(1) | |||||
14 | TYPE OF REPORTING PERSON*
CO |
(1) | The percentage owned is based on 16,399,241 shares of common stock outstanding as of February 19, 2013, as reported by the Issuer in its Form 10-K filed with the Commission on February 21, 2013. |
Page 4 of 5 Pages
Item 1. Security and Issuer
Item 1 is hereby amended and restated in its entirety as follows:
This statement on Schedule 13D originally filed on December 31, 2012, as amended by Amendment No. 1 filed on January 23, 2013, Amendment No. 2 filed on January 29, 2013 and Amendment No. 3 filed on March 12, 2013 (as so amended, the Schedule 13D), is being filed by the undersigned with respect to common stock, without par value (the Common Stock), of Vitran Corporation Inc., an Ontario, Canada corporation (the Issuer). The Issuers principal executive office is located at 185 The West Mall, Suite 701, Toronto, Ontario, Canada, M9C 5L5.
Item 2. Identity and Background
Item 2 is hereby amended and restated in its entirety as follows:
(a-f) This Schedule 13D is being filed by TransForce Inc. (TransForce), a Canada public company and TFI Holdings Inc. (TFI), a Canada company and a direct wholly-owned subsidiary of TransForce. TransForces and TFIs principal place of business 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6. TransForce is a leader in the transportation and logistics industry operating across Canada and the United States.
TFI holds of record all 1,263,478 shares of the Common Stock. Due to TransForces ownership of 100% of TFI, TransForce may be deemed to beneficially own all shares of the Common Stock held by TFI.
During the last five years, neither TFI nor TransForce has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither TFI nor TransForce has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and was not and is not as a result of any such proceeding subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Current information concerning the identity and background of each of the directors and executive officers of TFI and TransForce is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2. To the best of each of TFI and TransForces knowledge, during the past five years, none of the directors and executive officers identified on Annex A hereto has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated in its entirety as follows:
TransForce, through its direct wholly-owned subsidiary, TFI, acquired an aggregate of 1,763,478 shares of Common Stock in open market purchases, including 1,490,300 shares acquired through open market purchases on the Toronto Stock Exchange and 273,178 shares acquired through open market purchases on NASDAQ, for an aggregate purchase price of C$9,136,403.53 on the dates, in the amounts and at the purchase price per share set forth below:
Date | Number of Shares | Purchase Price per Share | ||
December 17, 2012 |
250,900 |
C$4.5999 | ||
December 19, 2012 |
451,000 |
C$4.6000 | ||
December 20, 2012 |
311,700 |
C$4.5998 | ||
January 17, 2013 |
273,178 |
C$5.8200 | ||
January 24, 2013 |
476,700 |
C$6.0500 |
The purchase of shares of the Common Stock was funded through borrowings under TransForces general C$800 million credit facility with a bank syndicate of 14 lenders led by National Bank Financial as Sole Bookrunner and Co-Lead Arranger, RBC Capital Markets and Bank of America Merrill Lynch in their capacity as co-lead arrangers and National Bank of Canada acting as Administrative Agent.
On March 7, 2013, TFI sold 500,000 shares of Common Stock in an open market transaction on NASDAQ for a price per share of U.S. $6.20 (an aggregate purchase price of U.S. $3,100,000).
Page 5 of 5 Pages
Item 4. Purposes of Transactions
Item 4 is hereby amended and restated in its entirety as follows:
The information contained in Item 3 above is incorporated herein by reference. TransForce, through its direct subsidiary, TFI, acquired an aggregate of 1,763,478 shares of the Common Stock through open market purchases as described above.
On March 7, 2013, TFI sold 500,000 shares of Common Stock in an open market transaction as described above.
TransForce and TFI intend to review their investment in the Issuer from time to time and, depending upon market conditions and other factors that TransForce and/or TFI may deem material in making an investment decision, TransForce and/or TFI may purchase Common Stock in open market or private transactions, sell all or any portion of the Common Stock currently owned or hereafter acquired by each of TFI or TransForce, either in open market or private transactions, or take other steps to increase or decrease or hedge their investment in the Issuer.
Except as described above, TFI, TransForce and the other persons named in Item 2 above currently have no plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
(a) | TransForce, through its direct wholly-owned subsidiary, TFI, acquired an aggregate of 1,763,478 shares of Common Stock, as described in Item 3 above, on the dates and in the amounts set forth below: |
Date | Number of Shares | |||
December 17, 2012 |
250,900 |
|||
December 19, 2012 |
451,000 |
|||
December 20, 2012 |
311,700 |
|||
January 17, 2013 |
273,178 |
|||
January 24, 2013 |
476,700 |
On March 7, 2013, TFI sold 500,000 shares of Common Stock in an open market transaction as described above.
As a result, as of the date hereof, each of TransForce and TFI may be deemed to beneficially own 1,263,478 shares of Common Stock.
Such shares collectively constitute approximately 7.70% of the total number of shares of Common Stock of the Issuer outstanding as of February 19, 2013, as reported by the Issuer in its Form 10-K filed with the Commission on February 21, 2013. Except for such shares, neither TFI, TransForce, nor any of the other persons identified in Item 2 above own any shares of Common Stock.
(b) | TFI and TransForce have the shared power to vote or to direct the vote and the shared power to dispose or direct the disposition of the 1,263,478 shares of the Common Stock described in (a) above. |
(c) | Except as described above, during the past 60 days, there were no transactions in shares of Common Stock, or any securities directly or indirectly convertible into or exchangeable for shares of Common Stock, by any of the persons identified in Item 2 above. |
(d) | Not applicable |
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to the Issuer
Not applicable.
Item 7. Materials to Be Filed as Exhibits
The Joint Filing Agreement by and between TransForce Inc. and TFI Holdings Inc., dated as of December 30, 2012, is hereby incorporated herein by reference to Exhibit A to the original statement on Schedule 13D filed with the Commission on December 31, 2012.
SIGNATURE
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.
Dated: March 12, 2013
TRANSFORCE INC. | ||||
By: | /s/ Josiane-Melanie Langlois | |||
Name: | Josiane-Melanie Langlois | |||
Title: | Vice-President, Legal Affairs & Corporate Secretary | |||
TFI HOLDINGS INC. | ||||
By: | /s/ Josiane-Melanie Langlois | |||
Name: | Josiane-Melanie Langlois | |||
Title: | Vice-President, Legal Affairs & Corporate Secretary |
ANNEX A
Annex A
Certain Information Regarding Directors and Executive Officers of
TransForce Inc. and TFI Holdings Inc
Transforce Inc.
Directors
Name |
Principal Business Address |
Name of Employer |
Principal Occupation |
Citizenship | ||||
Alain Bédard | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | President and CEO, acting CFO, Chairman of the Board | Canadian | ||||
André Bérard | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | Corporate Director | Canadian | ||||
Lucien Bouchard | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 |
Davies Ward Phillips and Vineberg LLP | Attorney | Canadian | ||||
Richard Guay | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | Consultant and Corporate Director | Canadian | ||||
Vincent Musacchio | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 |
Gabriella Holdings Inc. | Banking | Canadian | ||||
Ronald D. Rogers | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | Corporate Director | Canadian | ||||
Joey Saputo | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 |
Montreal Impact and Saputo Stadium | Sports Management | Canadian |
Executive Officers
Name |
Title |
Principal Business Address |
Name of Employer |
Principal Occupation |
Citizenship | |||||
Alain Bédard | President and CEO | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | Management | Canadian | |||||
Jean-Francois Dodier | Executive Vice President | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | Management | Canadian | |||||
Marc Fox | Executive Vice President | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | Management | Canadian |
James Houston | Executive Vice President | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | Management | Canadian | |||||
Brian Kohut | Executive Vice President | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | Management | Canadian | |||||
Rob OReily | Executive Vice President | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | Management | Canadian | |||||
Martin Quesnel | Vice President- Finance | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | Finance | Canadian | |||||
Johanne Dean | Vice President Marketing and Communications | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | Marketing and Communications | Canadian | |||||
Sylvain Desaulniers | Vice President- Human Resources | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | Human Resources | Canadian |
Josiane-Melanie Langlois | Vice President- Legal Affairs, Corporate Secretary | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | Notary | Canadian | |||||
Chantal Martel | Vice President Compliance and Insurance | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | Compliance Officer | Canadian | |||||
Ken Tourangeau | Vice President- Administration | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | Administration | Canadian | |||||
Louis Gagnon | Vice President Business Development | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | Business Development | Canadian |
TFI Holdings, Inc.
Directors
Name |
Principal Business Address |
Name of Employer |
Principal Occupation |
Citizenship | ||||
Alain Bédard | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | President and CEO | Canadian | ||||
Josiane-Melanie Langlois | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | Notary | Canadian |
Executive Officers
Name |
Title |
Principal Business Address |
Name of Employer |
Principal Occupation |
Citizenship | |||||
Alain Bédard | President & Chief Executive Officer | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | President and CEO | Canadian | |||||
Josiane-Melanie Langlois | Vice President Legal Affairs & Corporate Secretary | 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6 | TransForce Inc. | Notary | Canadian |