VITRAN CORPORATION, INC.
|
(Name of Issuer)
|
Common Stock, no par value per share
|
(Title of Class of Securities)
|
92850E107
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(CUSIP Number)
|
Andrew Snelgrove
Chief Financial Officer
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)
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September 24, 2013
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 92850E107
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SCHEDULE 13D |
Page 2 of 10 Pages
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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
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Nova Scotia, Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
1,644,130
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
1,644,130
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,644,130
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
|
|
14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 92850E107
|
SCHEDULE 13D |
Page 3 of 10 Pages
|
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
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
1,644,130
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
1,644,130
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,644,130
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
|
|
14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 92850E107
|
SCHEDULE 13D |
Page 4 of 10 Pages
|
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
1,644,130
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
1,644,130
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,644,130
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
|
|
14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 92850E107
|
SCHEDULE 13D |
Page 5 of 10 Pages
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CUSIP No. 92850E107
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SCHEDULE 13D |
Page 6 of 10 Pages
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Exhibit 1:
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Agreement Regarding Joint Filing of Schedule 13D, dated as of September 30, 2013, by and among the Reporting Persons.
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CUSIP No. 92850E107
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SCHEDULE 13D |
Page 7 of 10 Pages
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QUINPOOL HOLDINGS PARTNERSHIP
|
||||
By:
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Clarke Inc., its managing partner
|
|||
By:
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/s/ George Armoyan
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|||
Name: George Armoyan
Title: President and Chief Executive Officer
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CLARKE INC.
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||||
By:
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/s/ George Armoyan
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|||
Name: George Armoyan
Title: President and Chief Executive Officer
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/s/ George Armoyan
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||||
George Armoyan
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CUSIP No. 92850E107
|
SCHEDULE 13D |
Page 8 of 10 Pages
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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
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CUSIP No. 92850E107
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SCHEDULE 13D |
Page 9 of 10 Pages
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Name
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Title
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Principal Occupation
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Principal Business Address
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||||
Kim Langille
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Vice President, Taxation
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Vice President of Taxation,
Clarke Inc.
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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
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Director
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President, Anthony Capital Corporation
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145 Kelsey Drive, Suite 202
St. John’s, NL A1B 0L2
|
||||
Dean M. Cull
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Chief Operating Officer, Freight
Transportation Services
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Chief Operating Officer, Freight Transportation
Services, Clarke Inc.
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6009 Quinpool Rd, 9th Floor
Halifax, NS B3K 5J7
|
||||
Blair Cook
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Director
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Financial Consultant
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6012 Fraser Street
Halifax, NS B3H 1R6
|
||||
Charles Pellerrin
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Director
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President, Pellerin Potvin Gagnon
|
117 Notre Dame East
Victoriaville, QC G6P 3Z9
|
||||
Pat Powell
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Director
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Chairman, Bonnett’s Energy Corp.
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400 – 521 3rd Avenue SW
Calgary, AB T2P 3T3
|
||||
Michael Rapps
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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.
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6009 Quinpool Rd, 9th Floor
Halifax, NS B3K 5J7
|
||||
Dustin Haw
|
Vice President, Investments
|
Vice President Investments, Clarke Inc.
|
6009 Quinpool Rd, 9th Floor
Halifax, NS B3K 5J7
|
CUSIP No. 92850E107
|
SCHEDULE 13D |
Page 10 of 10 Pages
|
Reporting Person
|
Date of Transaction
|
Shares Purchased
|
Price per Share
|
Quinpool Holdings Partnership
|
September 23, 2013
|
40,282
|
$4.00
|
Quinpool Holdings Partnership
|
September 24, 2013
|
724,809
|
$4.25
|
Quinpool Holdings Partnership
|
September 24, 2013
|
67,930
|
$4.30
|
Quinpool Holdings Partnership
|
September 24, 2013
|
200
|
$4.45
|
Quinpool Holdings Partnership
|
September 24, 2013
|
3,430
|
$4.46
|
Quinpool Holdings Partnership
|
September 24, 2013
|
2,550
|
$4.49
|
Quinpool Holdings Partnership
|
September 24, 2013
|
450
|
$4.50
|
Quinpool Holdings Partnership
|
September 26, 2013
|
1,934
|
$4.95
|
Quinpool Holdings Partnership
|
September 26, 2013
|
100
|
$4.97
|
Quinpool Holdings Partnership
|
September 26, 2013
|
800
|
$4.98
|
Quinpool Holdings Partnership
|
September 26, 2013
|
6,880
|
$4.99
|
Quinpool Holdings Partnership
|
September 26, 2013
|
269,331
|
$5.00
|
Quinpool Holdings Partnership
|
September 27, 2013
|
2,840
|
$4.97
|
Quinpool Holdings Partnership
|
September 27, 2013
|
2,300
|
$4.98
|
Quinpool Holdings Partnership
|
September 27, 2013
|
400,330
|
$5.00
|
Quinpool Holdings Partnership
|
September 27, 2013
|
6,024
|
$4.95
|
Quinpool Holdings Partnership
|
September 30, 2013
|
107,047
|
$4.85
|
Quinpool Holdings Partnership
|
September 30, 2013
|
1,626
|
$4.90
|
Quinpool Holdings Partnership
|
September 30, 2013
|
1,100
|
$4.91
|
Quinpool Holdings Partnership
|
September 30, 2013
|
2,860
|
$4.92
|
Quinpool Holdings Partnership
|
September 30, 2013
|
1,307
|
$4.95
|