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CUSIP No. 92850E107
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13D
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Page 2 of 5 Pages
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1
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NAME OF REPORTING PERSONS
TRANSFORCE INC.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
BK
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
CANADA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,013,600
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,013,600
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,013,600
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
6.18%(1)
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14
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TYPE OF REPORTING
PERSON*
CO
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(1)
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The percentage owned is based on 16,399,241 shares of common stock outstanding as of October 24, 2012, as reported by the Issuer in its Form 10-Q filed with the
Commission on November 5, 2012.
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CUSIP No. 92850E107
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13D
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Page 3 of 5 Pages
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1
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NAME OF REPORTING PERSONS
TFI HOLDINGS INC.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
CANADA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,013,600
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,013,600
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,013,600
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
6.18%(1)
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14
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TYPE OF REPORTING
PERSON*
CO
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(1)
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The percentage owned is based on 16,399,241 shares of common stock outstanding as of October 24, 2012, as reported by the Issuer in its Form 10-Q filed with the
Commission on November 5, 2012.
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Page 4 of 5
Pages
Item
1.
Security and Issuer
This 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
(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 1,013,600
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
On December 17, 2012, December 19, 2012 and December 20, 2012, TransForce, through its direct wholly-owned subsidiary, TFI, acquired
250,900 shares, 451,000 shares and 311,700 shares of the Common Stock, respectively, in open market purchases on the Toronto Stock Exchange, in each case for a purchase price per share of C$4.5999, C$4.6000 and C$4.5998, respectively (an aggregate
of C$4,662,472.57). 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.
Page 5 of 5
Pages
Item
4.
Purposes of Transactions
The information contained in Item 3 above is incorporated herein by reference. TransForce, through its direct subsidiary, TFI, acquired an
aggregate of 1,013,600 shares of the Common Stock through open market purchases 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
(a)
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On December 17, 2012, December 19, 2012 and December 20, 2012, TransForce, through its direct wholly-owned subsidiary, TFI, acquired 250,900 shares,
451,000 shares and 311,700 shares of the Common Stock, respectively, as described in Item 3 above. Such shares collectively constitute approximately 6.18% of the total number of shares of Common Stock of the Issuer outstanding as of
October 24, 2012, as reported by the Issuer in its Form
10-Q
filed with the Commission on November 5, 2012. Except for such shares, neither TFI, TransForce, nor any of the other persons identified in
Item 2 above own any shares of Common Stock.
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(b)
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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 1,013,600 shares of the Common
Stock described in (a) above.
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(c)
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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.
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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 filed as Exhibit A hereto.
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: December 30, 2012
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TRANSFORCE INC.
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By:
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/s/ Josiane-Melanie Langlois
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Name:
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Josiane-Melanie Langlois
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Title:
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Vice-President, Legal Affairs & Corporate Secretary
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TFI HOLDINGS INC.
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By:
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/s/ Josiane-Melanie Langlois
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Name:
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Josiane-Melanie Langlois
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Title:
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Vice-President, Legal Affairs & Corporate Secretary
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INDEX TO EXHIBITS
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Exhibit
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Name
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A
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Joint Filing Agreement by and between TransForce Inc. and TFI Holdings Inc., dated as of December 30, 2012
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ANNEX A
Annex A
Certain Information Regarding Directors and Executive Officers
of
TransForce Inc. and TFI Holdings Inc
Transforce Inc.
Directors
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Name
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Principal
Business Address
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Name of
Employer
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Principal
Occupation
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Citizenship
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Alain Bédard
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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President and CEO, acting CFO, Chairman of the Board
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Canadian
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André Bérard
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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Corporate Director
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Canadian
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Lucien Bouchard
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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Davies Ward Phillips and Vineberg LLP
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Attorney
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Canadian
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Richard Guay
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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Consultant and Corporate Director
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Canadian
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Vincent Musacchio
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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Gabriella Holdings Inc.
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Banking
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Canadian
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Ronald D. Rogers
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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Corporate Director
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Canadian
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Joey Saputo
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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Montreal Impact and Saputo Stadium
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Sports Management
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Canadian
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Executive Officers
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Name
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Title
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Principal
Business
Address
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Name of
Employer
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Principal
Occupation
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Citizenship
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Alain Bédard
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President and CEO
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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Management
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Canadian
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Jean-Francois Dodier
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Executive Vice President
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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Management
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Canadian
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Marc Fox
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Executive Vice President
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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Management
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Canadian
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James Houston
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Executive Vice President
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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Management
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Canadian
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Brian Kohut
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Executive Vice President
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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Management
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Canadian
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Rob OReily
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Executive Vice President
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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Management
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Canadian
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Martin Quesnel
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Vice President- Finance
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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Finance
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Canadian
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Johanne Dean
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Vice President Marketing and Communications
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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Marketing and Communications
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Canadian
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Sylvain Desaulniers
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Vice President- Human Resources
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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Human Resources
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Canadian
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Josiane-Melanie Langlois
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Vice
President-
Legal Affairs, Corporate Secretary
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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Notary
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Canadian
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Chantal Martel
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Vice President Compliance and Insurance
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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Compliance Officer
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Canadian
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Ken Tourangeau
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Vice President- Administration
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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Administration
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Canadian
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Louis Gagnon
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Vice President Business Development
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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Business Development
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Canadian
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TFI Holdings, Inc.
Directors
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Name
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Principal
Business Address
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Name of
Employer
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Principal
Occupation
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Citizenship
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Alain Bédard
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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President and CEO
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Canadian
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Josiane-Melanie Langlois
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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Notary
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Canadian
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Executive Officers
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Name
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Title
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Principal
Business
Address
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Name of
Employer
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Principal
Occupation
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Citizenship
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Alain Bédard
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President & Chief Executive Officer
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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President and CEO
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Canadian
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Josiane-Melanie Langlois
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Vice President Legal Affairs & Corporate Secretary
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8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Quebec, H4S 1Z6
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TransForce Inc.
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Notary
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Canadian
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