SC 13D/A 1 d619828dsc13da.htm AMENDMENT NO.6 TO SCHEDULE 13D Amendment No.6 to Schedule 13D

 

 

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. 6)

 

 

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)

October 31, 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

 

    3,278,232

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    3,278,232

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    3,278,232

12  

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

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    19.95%(1)

14  

TYPE OF REPORTING PERSON*

 

    CO

 

(1) The percentage owned is based on 16,432,241 shares of common stock outstanding as of July 30, 2013, as reported by the Issuer in its Form 10-Q filed with the Commission on August 6, 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

 

    3,278,232

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    3,278,232

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    3,278,232

12  

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

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    19.95%(1)

14  

TYPE OF REPORTING PERSON*

 

    CO

 

(1) The percentage owned is based on 16,432,241 shares of common stock outstanding as of July 30, 2013, as reported by the Issuer in its Form 10-Q filed with the Commission on August 6, 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, Amendment No. 4 filed on May 31, 2013 Amendment No. 5 filed on September 26, 2013 and Amendment No. 6 filed on November 1, 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 beneficially owns all 3,278,232 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 between December 17, 2012 and May 28, 2013. 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).

The purchase of shares of the Common Stock was funded through borrowings under TransForce’s general C$800 million credit facility (the “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 October 31, 2013, TransForce entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Clarke Inc., a Nova Scotia, Canada corporation (“Clarke”) and Quinpool Holdings Partnership, a Nova Scotia partnership and direct wholly-owned subsidiary of Clarke (“Quinpool”), providing for the purchase of 1,714,754 shares of Common Stock from Quinpool at a purchase price of U.S.$4.77 per share. The purchase of the shares was funded through borrowings under the Credit Facility. The shares will be held by TFI. On October 31, 2013, in a separate agreement, TransForce agreed to acquire two freight transportation subsidiaries of Clarke for a purchase price of C$88 million, subject to regulatory approval.


 

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.

Pursuant to a letter dated September 25, 2013 (the “Letter”), TransForce notified the Issuer of its interest in acquiring all of the issued and outstanding shares of the Issuer, except for shares already owned by TransForce and/or its affiliates, for cash consideration of $4.50 per share on the terms and subject to the conditions set forth in a letter of intent dated the same date (the “Letter of Intent”).

The Letter of Intent sets forth the terms of TransForce’s offer to acquire such shares (the “Acquisition”). The Letter of Intent requests a countersignature from the Issuer by 7:00 a.m. Eastern time on September 30, 2013. On September 29, 2013, the Issuer informed TransForce that it would not execute the Letter at that time.

The foregoing description of the Letter and the Letter of Intent is qualified in its entirety by the terms of the Letter and the Letter of Intent, which are filed as Exhibit B and Exhibit C hereto, respectively, and incorporated herein by reference.

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. In addition, TransForce and TFI may propose, consider or pursue transactions that could result in TransForce acquiring all or a controlling amount of the Issuer’s Common Stock or its business or assets.

On October 31, 2013, TransForce entered into the Share Purchase Agreement described in Item 3 above. TransForce expects that the purchase of the shares pursuant to the Share Purchase Agreement and the entry into the Lock-Up Agreement will support the Acquisition or a similar transaction if TransForce elects to pursue such a Transaction in the future, but TransForce has not committed to pursue any such transaction at this time.

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 2,063,478 shares of Common Stock between December 17, 2012 and May 28, 2013, as described in Item 3 above.

On March 7, 2013, TFI sold 500,000 shares of Common Stock in an open market transaction as described in Item 3 above.

On October 31, 2013, TFI acquired 1,714,754 shares of Common Stock pursuant to the Share Purchase Agreement described in Item 3 above and Item 6 below.

As a result, as of the date hereof, each of TransForce and TFI may be deemed to beneficially own 3,278,232 shares of Common Stock.

Such shares collectively constitute approximately 19.95% of the total number of shares of Common Stock of the Issuer outstanding as of July 30, 2013, as reported by the Issuer in its Form 10-Q filed with the Commission on August 6, 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 3,278,232 shares of the Common Stock.

 

(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

On October 31, 2013, TransForce entered into the Share Purchase Agreement, providing for the purchase of 1,714,754 shares of Common Stock at a purchase price of U.S.$4.77 per share from Quinpool. The shares will be held by TFI. The foregoing description of the Share Purchase Agreement is qualified in its entirety by reference to the text of the agreement filed as Exhibit D hereto.

On October 31, 2013, concurrently with the execution of the Share Purchase Agreement, TransForce, Clarke and Quinpool entered into a lock-up agreement (the “Lock-Up Agreement”) pursuant to which Clarke and Quinpool agreed that, if TransForce makes an offer to acquire all or substantially all of the outstanding shares of Common Stock of the Issuer, Clarke and Quinpool will support such offer and deposit under the offer all 418,837 shares owned by them following the sale pursuant to the Share Purchase Agreement and any subsequently acquired shares of Common Stock acquired by them. TransForce does not have the power to vote or direct the vote or to dispose or direct the disposition of such shares. Clarke and Quinpool also agreed not to support any competing acquisition proposal or transfer its shares. The Lock-Up Agreement will terminate if TransForce does not make such offer on or prior to December 29, 2013. The Lock-Up Agreement contains customary representations and warranties. The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the text of the agreement filed as Exhibit E hereto.

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.

The Letter dated September 25, 2013 by TransForce Inc. to Vitran Corporation Inc. is incorporated herein by reference to as Exhibit B to Amendment No. 5.

The Letter of Intent dated September 25, 2013 presented by TransForce Inc. to Vitran Corporation Inc. is incorporated herein by reference to as Exhibit C to Amendment No. 5.

The Share Purchase Agreement dated October 31, 2013, by and between TransForce Inc., Clarke Inc. and Quinpool Holdings Partnership is filed as Exhibit D hereto.

The Lock-Up Agreement dated October 31, 2013, by and between TransForce Inc., Clarke Inc. and Quinpool Holdings Partnership is filed as Exhibit E 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: November 1, 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


INDEX TO EXHIBITS

 

Exhibit

  

Name

A    Joint Filing Agreement by and between TransForce Inc. and TFI Holdings Inc., dated as of December 30, 2012 (incorporated by reference to Exhibit A to the original statement on Schedule 13D filed with the Commission on December 31, 2012.)
B    Letter dated September 25, 2013 by TransForce Inc. to Vitran Corporation Inc. (incorporated by reference to Exhibit B to Amendment No. 5 to the statement on Schedule 13D filed with the Commission on September 26, 2013.)
C    Letter of Intent dated September 25, 2013 presented by TransForce Inc. to Vitran Corporation Inc. (incorporated by reference to Exhibit C to Amendment No. 5 to the statement on Schedule 13D filed with the Commission on September 26, 2013.)
D    Share Purchase Agreement dated October 31, 2013, by and between TransForce Inc., Clarke Inc. and Quinpool Holdings Partnership.
E    Lock-Up Agreement dated October 31, 2013, by and between TransForce Inc., Clarke Inc. and Quinpool Holdings Partnership.


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