0000950142-12-001865.txt : 20120914 0000950142-12-001865.hdr.sgml : 20120914 20120914113448 ACCESSION NUMBER: 0000950142-12-001865 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120914 DATE AS OF CHANGE: 20120914 GROUP MEMBERS: CLARKE INC. GROUP MEMBERS: GEORGE ARMOYAN GROUP MEMBERS: QUINPOOL HOLDINGS PARTNERSHIP 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-52463 FILM NUMBER: 121091745 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: CLARKE INC. CENTRAL INDEX KEY: 0001557988 IRS NUMBER: 000000000 STATE OF INCORPORATION: A5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6009 QUINPOOL ROAD, 9TH FLOOR CITY: HALIFAX STATE: A5 ZIP: B3K 5J7 BUSINESS PHONE: 902-442-3000 MAIL ADDRESS: STREET 1: 6009 QUINPOOL ROAD, 9TH FLOOR CITY: HALIFAX STATE: A5 ZIP: B3K 5J7 SC 13D 1 eh1201043_13d-vitran.htm SCHEDULE 13D eh1201043_13d-vitran.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
 
VITRAN CORPORATION, INC.
(Name of Issuer)
 
 
Common Stock, no par value per share
(Title of Class of Securities)
 
 
92850E107
(CUSIP Number)
 
Michael Rapps
Vice President, Investments
Clarke Inc.
6009 Quinpool Road, 9th Floor
Halifax, Nova Scotia B3K 5J7
Canada
Tel. No.: (902) 442-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
September 6, 2012
(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 of Rule 13d-1(e), 1(f) or 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 (“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
 
SCHEDULE 13D
Page 2 of 11


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Quinpool Holdings Partnership
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
WC
 
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
 
Nova Scotia, Canada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,011,117
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,011,117
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,011,117
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.2%
 
14
TYPE OF REPORTING PERSON
 
PN
 

 
 
 
 

 
 
CUSIP No. 92850E107
 
SCHEDULE 13D
Page 3 of 11


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Clarke Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
WC
 
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
 
Canada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,011,117
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,011,117
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,011,117
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.2%
 
14
TYPE OF REPORTING PERSON
 
CO
 
                                                                                                 
 
 
 
 

 
 
CUSIP No. 92850E107
 
SCHEDULE 13D
Page 4 of 11


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
George Armoyan
 
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
 
Canada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,011,117
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,011,117
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,011,117
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.2%
 
14
TYPE OF REPORTING PERSON
 
IN
 
                                      
 
 
 

 
 
CUSIP No. 92850E107
 
SCHEDULE 13D
Page 5 of 11
  
 
Item 1.    Security and Issuer.
 
This statement on Schedule 13D (this “schedule”) relates to the common shares, without par value (the “Shares”), of Vitran Corporation Inc., an Ontario corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 185 The West Mall, Suite 701, Toronto, Ontario, Canada, M9C 5L5.
 
Item 2.    Identity and Background.
 
This schedule is being jointly filed by Quinpool Holdings Partnership, a Nova Scotia partnership (“Quinpool”), Clarke Inc., a Canadian corporation (“Clarke”), and George Armoyan, a natural person and Canadian citizen (“Mr. Armoyan” and, together with Quinpool and Clarke, the “Reporting Persons”).

Neither the filing of this schedule nor the information contained herein shall be deemed to constitute an affirmation by any of the Reporting Persons that it or he is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

The principal business of Quinpool is to make and/or hold on behalf of Clarke investments in private and publicly-traded businesses. The principal business of Clarke is to make investments in private and publicly-traded businesses, including in its wholly-owned freight transportation business and to participate actively, where necessary, to improve the performance, and increase the value, of such businesses.  Clarke is the managing partner of Quinpool and owns, directly and indirectly, 100% of the partnership interests in Quinpool. Mr. Armoyan is the President and Chief Executive Officer of Clarke.  Mr. Armoyan and members of his immediate family with whom he resides together with affiliated entities, own, directly or indirectly, 48.0% of the outstanding common shares of Clarke.  The principal business address of each of the Reporting Persons is 6009 Quinpool Road, Suite 900, Halifax, Nova Scotia, Canada, B3K 5J7.

The directors and executive officers of Clarke, and each of their principal business address, principal occupation or employment, are listed in Schedule A hereto. Each of the directors and executive officers of Clarke is a citizen of Canada.
 
Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, the Reporting Persons have agreed to file jointly one statement with respect to their ownership of the Shares.

During the past five years, the Reporting Persons have not, and, to the best of their knowledge, no other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to 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
 
The aggregate purchase price of the Shares purchased by the Reporting Persons (including commissions) was $4,127,028.38, with purchases in Canadian dollars being converted to U.S. dollars based on the noon exchange rate published by the Bank of Canada on the date of such purchase. The source of funding for the purchase of the Shares was the general working capital of Quinpool and Clarke and existing margin accounts of Quinpool and Clarke. 
 
 
 
 

 
 
CUSIP No. 92850E107
 
SCHEDULE 13D
Page 6 of 11
 
 
Item 4.    Purpose of Transaction.
 
All Shares held by the Reporting Persons were acquired primarily for investment purposes as the Reporting Persons believe the Shares are undervalued.  The Reporting Persons intend to monitor the investment in the Shares on an ongoing basis and to take such measures as they may deem appropriate from time to time in furtherance of such interests.  The Reporting Persons or their affiliates may from time to time acquire additional Shares or dispose of some or all of the Shares, in the open market or otherwise, depending upon price, market conditions, evaluation of alternative investments, the Issuer’s results of operations and other factors.  
 
Representatives of the Reporting Persons intend to discuss with the Issuer’s management and/or board of directors and, potentially, with other shareholders and third parties, the Issuers business, operations, governance, management, financial condition and opportunities or strategic alternatives that may be available to the Issuer to enhance shareholder value. The Reporting Persons may seek representation on the Issuers board of directors. 
 
Except as described above and below, the Reporting Persons do not have any plans or proposals which relate to, or would result in, any one or more of the matters described in Item 4 of Schedule 13D.  Each Reporting Person does, however, reserve the right to adopt such plans or proposals subject to compliance with applicable regulatory requirements.

Item 5.    Interest in Securities of the Issuer.
 
(a)           Based on the most recent information available, the aggregate number and percentage of the Shares that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of the second part of the cover page to this schedule for each of the Reporting Persons, and such information is incorporated herein by reference.  All calculation of percentages of Shares beneficially owned by the Reporting Persons is based upon 16,399,241 Shares stated to be issued and outstanding as of July 18, 2012 in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on July 25, 2012.
 
(b)           The numbers of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
 
(c)           Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of the directors or executive officers of Clarke beneficially owns, or has acquired or disposed of, any Shares during the last 60 days.
 
Schedule B to this schedule sets out all of the transactions in Shares that were effected in the past 60 days by the Reporting Persons. To the best knowledge of the Reporting Persons, except as set forth in Schedule B hereto no reportable transactions were effected by any Reporting Person within the last 60 days.
 
(d)           No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by of the Reporting Persons.
 
 
 
 

 
 
CUSIP No. 92850E107
 
SCHEDULE 13D
Page 7 of 11

 
Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Item 4 is hereby incorporated by reference into this Item 6. Except for the matters described herein, the Reporting Persons have no contract, arrangement, understanding or relationship (legal or otherwise) among the Reporting Persons or among the Reporting Persons and any other person with respect to securities of the Issuer.
 
Item 7.    Material to be Filed as Exhibits.
 
The following is filed herewith as an exhibit:
 
Exhibit1: 
Agreement Regarding Joint Filing of Schedule 13D, dated as of September 14, 2012, by and among the Reporting Persons.
 

 
 
 
 

 
 
 

 
 
CUSIP No. 92850E107
 
SCHEDULE 13D
Page 8 of 11
 
 
 
SIGNATURES
 
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: September 14, 2012.
 
   
QUINPOOL HOLDINGS PARTNERSHIP
 
       
   
By: 
Clarke Inc., its managing partner
 
         
   
By:
/s/ George Armoyan
 
     
Name: George Armoyan
Title:   President and Chief Executive Officer
 
 
 
   
CLARKE INC.
 
       
   
By:
/s/ George Armoyan
 
     
Name: George Armoyan
Title:   President and Chief Executive Officer
 
 
 
    /s/ George Armoyan  
     
George Armoyan
 
 
 
 
 
 
 

 
 
CUSIP No. 92850E107
 
SCHEDULE 13D
Page 9 of 11

 
EXHIBIT 1
 
AGREEMENT REGARDING JOINT FILING OF SCHEDULE 13D
 
The undersigned hereby agree as follows:
 
(i)           each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and
 
(ii)          each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
 
Date: September 14, 2012
 
   
QUINPOOL HOLDINGS PARTNERSHIP
 
       
   
By: 
Clarke Inc., its managing partner
 
         
   
By:
/s/ George Armoyan
 
     
Name: George Armoyan
Title:   President and Chief Executive Officer
 
 
 
   
CLARKE INC.
 
       
   
By:
/s/ George Armoyan
 
     
Name: George Armoyan
Title:   President and Chief Executive Officer
 
 
 
    /s/ George Armoyan  
     
George Armoyan
 
 
 
 
 
 
 
 

 
 
CUSIP No. 92850E107
 
SCHEDULE 13D
Page 10 of 11

 
SCHEDULE A
 
DIRECTORS AND OFFICERS OF CLARKE INC.
 
Name
 
Title
 
Principal Occupation
 
Principal Business Address
Dennis Amirault
 
Vice President,
Taxation
 
Vice President of Taxation,
Clarke Inc.
 
6009 Quinpool Rd, 9th Floor
Halifax, NS B3K 5J7
George Armoyan
 
President and Chief
Executive Officer
 
President and Chief
Executive Officer, Clarke
Inc.
 
6009 Quinpool Rd, 9th Floor
Halifax, NS B3K 5J7
Rex C. Anthony
 
Director
 
President, Anthony Capital
Corporation
 
145 Kelsey Drive, Suite 202
St. John’s, NL A1B 0L2
Dean M. Cull
 
Chief Operating
Officer, Freight
Transportation
Services
 
Chief Operating Officer,
Freight Transportation
Services, Clarke Inc.
 
6009 Quinpool Rd, 9th Floor
Halifax, NS B3K 5J7
Blair Cook
 
Director
 
Financial Consultant
 
6012 Fraser Street
Halifax, NS B3H 1R6
Charles Pellerrin
 
Director
 
President, Pellerin Potvin Gagnon
 
 
117 Notre Dame East
Victoriaville, QC G6P 3Z9
Pat Powell
 
Director
 
Chairman, Bonnett’s
Energy Corp.
 
400 – 521 3rd Avenue SW
Calgary, AB T2P 3T3
Michael Rapps
 
Vice President,
Investments and
Director
 
Managing Director,
Geosam Capital Inc.
 
161 Bay Street, Suite 2400
Toronto, ON M5J 2S1
Andrew Snelgrove
 
Chief Financial Officer
 
Chief Financial Officer,
Clarke Inc.
 
6009 Quinpool Rd, 9th Floor
Halifax, NS B3K 5J7


 
 
 
 

 
 
CUSIP No. 92850E107
 
SCHEDULE 13D
Page 11 of 11
 
 
SCHEDULE B

The following Shares were purchased in U.S. dollars (“$”) in open market transactions through the facilities of the Nasdaq Global Market:
 
Reporting Person
 
Date of Transaction
 
Shares Purchased
 
Price per Share
Quinpool Holdings Partnership
 
August 21, 2012
 
                      99,000
 
$4.20
Quinpool Holdings Partnership
 
August 22, 2012
 
                      98,200
 
$4.18
Quinpool Holdings Partnership
 
August 29, 2012
 
                      25,000
 
$4.17
Quinpool Holdings Partnership
 
August 30, 2012
 
                           600
 
$4.20
Quinpool Holdings Partnership
 
August 31, 2012
 
                           900
 
$4.20
Quinpool Holdings Partnership
 
September 5, 2012
 
                        1,300
 
$4.25
Quinpool Holdings Partnership
 
September 6, 2012
 
                      48,700
 
$4.25
Quinpool Holdings Partnership
 
September 6, 2012
 
                    157,400
 
$4.20
Quinpool Holdings Partnership
 
September 6, 2012
 
                      50,000
 
$4.15
Quinpool Holdings Partnership
 
September 6, 2012
 
                      50,000
 
$4.10
Quinpool Holdings Partnership
 
September 6, 2012
 
                      25,000
 
$4.05
Quinpool Holdings Partnership
 
September 6, 2012
 
                      50,000
 
$4.00
Quinpool Holdings Partnership
 
September 6, 2012
 
                      25,000
 
$3.95
Quinpool Holdings Partnership
 
September 6, 2012
 
                      25,000
 
$3.90
Quinpool Holdings Partnership
 
September 6, 2012
 
                      25,000
 
$3.85
Quinpool Holdings Partnership
 
September 7, 2012
 
                      50,000
 
$3.80
Quinpool Holdings Partnership
 
September 7, 2012
 
                      25,000
 
$3.82
Quinpool Holdings Partnership
 
September 7, 2012
 
                      25,000
 
$3.85
Quinpool Holdings Partnership
 
September 7, 2012
 
                      25,000
 
$3.77
Quinpool Holdings Partnership
 
September 7, 2012
 
                      25,000
 
$3.75
Quinpool Holdings Partnership
 
September 7, 2012
 
                      36,117
 
$3.70

The following Shares were purchased in Canadian dollars (“C$”) in open market transactions through the facilities of the Toronto Stock Exchange:
 
Reporting Person
 
Date of Transaction
 
Shares Purchased
 
Price per Share
Quinpool Holdings Partnership
 
August 21, 2012
 
                           3,300
 
 C$4.20
Quinpool Holdings Partnership
 
August 22, 2012
 
                              800
 
 C$4.15
Quinpool Holdings Partnership
 
August 24, 2012
 
                              500
 
 C$4.15
Quinpool Holdings Partnership
 
August 29, 2012
 
                           3,600
 
 C$4.17
Quinpool Holdings Partnership
 
August 31, 2012
 
                           1,300
 
 C$4.17
Quinpool Holdings Partnership
 
August 31, 2012
 
                              100
 
 C$4.24
Quinpool Holdings Partnership
 
August 31, 2012
 
                           9,300
 
 C$4.25
Quinpool Holdings Partnership
 
September 4, 2012
 
                       100,000
 
 C$4.25
Quinpool Holdings Partnership
 
September 6, 2012
 
                         25,000
 
 C$4.00