0001193125-13-423570.txt : 20131108 0001193125-13-423570.hdr.sgml : 20131108 20131101213423 ACCESSION NUMBER: 0001193125-13-423570 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130531 DATE AS OF CHANGE: 20131108 GROUP MEMBERS: TFI HOLDINGS INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VITRAN CORP INC CENTRAL INDEX KEY: 0000946823 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52463 FILM NUMBER: 131187447 BUSINESS ADDRESS: STREET 1: 185 THE WEST MALL STREET 2: SUITE 701 CITY: TORONTO STATE: A6 ZIP: M9C 5L5 BUSINESS PHONE: 416-596-7664 MAIL ADDRESS: STREET 1: 185 THE WEST MALL STREET 2: SUITE 701 CITY: TORONTO STATE: A6 ZIP: M9C 5L5 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TransForce Inc. \ Quebec Canada CENTRAL INDEX KEY: 0001588823 IRS NUMBER: 000000000 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8801 TRANS-CANADA HIGHWAY STREET 2: SUITE 500 CITY: SAINT-LAURENT STATE: A8 ZIP: H4S 1Z6 BUSINESS PHONE: 514-331-4113 MAIL ADDRESS: STREET 1: 8801 TRANS-CANADA HIGHWAY STREET 2: SUITE 500 CITY: SAINT-LAURENT STATE: A8 ZIP: H4S 1Z6 FORMER COMPANY: FORMER CONFORMED NAME: TransForce Inc. DATE OF NAME CHANGE: 20131009 SC 13D/A 1 d621867dsc13da.htm SC 13D/AMENDMENT NO. 4 SC 13D/Amendment No. 4

 

 

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. 4)

 

 

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)

May 28, 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 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. 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

 

    1,563,478

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    1,563,478

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,563,478

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    9.51%(1)

14  

TYPE OF REPORTING PERSON*

 

    CO

 

(1) The percentage owned is based on 16,432,241 shares of common stock outstanding as of April 24, 2013, as reported by the Issuer in its Form 10-Q filed with the Commission on April 29, 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

 

    1,563,478

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    1,563,478

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,563,478

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    9.51%(1)

14  

TYPE OF REPORTING PERSON*

 

    CO

 

(1) The percentage owned is based on 16,432,241 shares of common stock outstanding as of April 24, 2013, as reported by the Issuer in its Form 10-Q filed with the Commission on April 29, 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, Amendment No. 3 filed on March 12, 2013 and Amendment No. 4 filed on May 31, 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 Issuer’s 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. TransForce’s and TFI’s 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 1,563,478 shares of the Common Stock. Due to TransForce’s 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 TransForce’s 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 2,063,478 shares of Common Stock in open market purchases, including 1,490,300 shares acquired through open market purchases on the Toronto Stock Exchange and 573,178 shares acquired through open market purchases on NASDAQ, for an aggregate purchase price of C$10,540,943.53 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

May 28, 2013

  

300,000

  

C$4.6818

The purchase of shares of the Common Stock was funded through borrowings under TransForce’s 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 2,063,478 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

  

May 28, 2013

  

300,000

  

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 9.51% of the total number of shares of Common Stock of the Issuer outstanding as of April 24, 2013, as reported by the Issuer in its Form 10-Q filed with the Commission on April 29, 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 1,563,478 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: May 31, 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
Neil D. Manning   

8801 Trans-Canada

Highway, Suite 500,

Saint-Laurent, Quebec,

H4S 1Z6

   TransForce Inc.    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 O’Reily    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