##### 



As filed with the Securities and Exchange Commission on November 26, 2003

Registration No. 333

---

---

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



---

FORM F-10

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Vitran Corporation Inc.

(Exact name of Registrant as specified in its charter)


Ontario, Canada
    
    4213
    
    Not Applicable(Province or other jurisdiction of
    
    (Primary Standard Industrial
    
    (I.R.S. Employer Identification No.,incorporation or organization)
    
    Classification Code Number)
    
    if applicable)


185 The West Mall, Suite 701, Toronto, Ontario M9C 5L5
(416) 596-7664

(Address and telephone number of Registrants principal executive offices)


CT Corporation System, 111 Eighth Avenue, New York, NY 10011
(212) 894-8400

(Name, address and telephone number (including area code) of agent for service
in the United States)


Copies to:

Geofrey Myers, Esq
    
    Andrew J. Foley, Esq
    
    Robert Wortzman, Esq
    
    Donald I. N. McKenzie, EsqLang Michener LLP
    
    Edwin S. Maynard, Esq
    
    Wildeboer Rand Thomson Apps &
    
    Stokes Bartholomew Evans &BCE Place
    
    Paul, Weiss, Rifkind,
    
    Dellelce, LLP
    
    Petree, P.A181 Bay Street,
    
    Wharton & Garrison LLP
    
    1 First Canadian Place,
    
    SunTrust CenterSuite 2500
    
    1285 Avenue of the Americas
    
    Suite 810
    
    424 Church Street,Toronto, ON
    
    New York, NY
    
    Toronto, ON
    
    Suite 2800M5J 2T7
    
    10019-6064
    
    M5X 1A9
    
    Nashville, TN 37219Tel. (416) 360-8600
    
    Tel. (212) 373-3000
    
    Tel. (416) 361-3121
    
    Tel. (615) 259-1450


Approximate date of commencement of proposed sale to the public:As soon
as practicable after this Registration Statement becomes effective.

Province of Ontario, Canada

(Principal jurisdiction regulating this offering)


It is proposed that this filing shall become effective (check appropriate box
below):

A.   o   upon filing with the Commission, pursuant to Rule 467(a) (if in
connection with an offering being made contemporaneously in the United States
and Canada).

B.   x   at some future date (check appropriate box below)



| |  |  | 1.   o   pursuant to Rule 467(b) on (      ) at (      ) (designate
a time not sooner than 7 calendar days after filing).
| |  |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | 2.   o   pursuant to Rule 467(b) on (      ) at (      ) (designate
a time 7 calendar days or sooner after filing) because the securities
regulatory authority in the review jurisdiction has issued a receipt or
notification of clearance on (     ).
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 3.   o   pursuant to Rule 467(b) as soon as practicable after notification
of the Commission by the Registrant or the Canadian securities regulatory
authority of the review jurisdiction that a receipt or notification of
clearance has been issued with respect hereto.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 4.   þ   after the filing of the next amendment to this form (if
preliminary material is being filed).
| |  |  | ------------------------------------------------------------------------------------------------------

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to the home jurisdictions shelf
prospectus offering procedures, check the following boxo.

CALCULATION OF REGISTRATION FEE

Proposed Maximum
    
    Proposed MaximumTitle of Each Class of
    
    Amount to be
    
    Offering Price
    
    Aggregate
    
    Amount ofSecurities to be Registered
    
    Registered
    
    Per Unit
    
    Offering Price
    
    Registration FeeClass A Voting Shares, no par value
    
    
    2,300,000
    
    
    $
    13.80
    
    
    $
    31,740,000
    
    
    $
    2,568




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|(1) |  | Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c), based on the average of the high
and low prices of the Registrants Class A Voting Shares on The American
Stock Exchange on November 21, 2003.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### 



PART I

INFORMATION REQUIRED TO BE
DELIVERED TO OFFEREES OR PURCHASERS





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##### 



|Information contained herein is
subject to completion or amendment. A registration statement
relating to these securities has been filed with the Securities
and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of these securities in any State
in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws
of any such State.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Subject to Completion,
dated November 26, 2003

, 2003





VITRAN CORPORATION INC.


US$

2,000,000 CLASS A VOTING SHARES

The
outstanding Class A Voting shares of Vitran Corporation
Inc. (Vitran) are listed and posted for trading on
the Toronto Stock Exchange (the TSX) under the
symbol VTN.A and on the American Stock Exchange (the
AMEX) under the symbol VVN. The closing price of the
Class A Voting shares on November 25, 2003 on the TSX
was Cdn$17.76 and on the AMEX was US$13.63. The 2,000,000
Class A Voting shares offered hereby are being sold in
Canada and the United States by Avondale Partners, LLC, Stephens
Inc., Orion Securities Inc. and Paradigm Capital Inc.
(collectively, the Underwriters). See
Underwriting. We have applied to list the
Class A Voting shares on the TSX and the AMEX. Listing will
be subject to us fulfilling all of the listing requirements of
the TSX and the AMEX. The offering price of the Class A
Voting shares was determined by our negotiations with the
Underwriters.

See Risk
Factors beginning on page 8 for a discussion of
investment considerations applicable to the Class A Voting
shares.

This offering is
made by a foreign issuer that is permitted, under a
multijurisdictional disclosure system adopted by the United
States, to prepare this prospectus in accordance with the
disclosure requirements of its home country. Prospective
investors should be aware that such requirements are different
from those of the United States. Financial statements included
or incorporated herein have been prepared in accordance with
foreign generally accepted accounting principles, and may be
subject to foreign auditing and auditor independence standards,
and thus may not be comparable to financial statements of United
States companies.

Prospective
investors should be aware that the acquisition of the securities
described herein may have tax consequences both in the United
States and in the home country of the registrant. Such
consequences for investors who are resident in, or citizens of,
the United States may not be described fully herein.

The enforcement
by investors of civil liabilities under the federal securities
laws may be affected adversely by the fact that the registrant
is incorporated or organized under the laws of a foreign
country, that some or all of its officers and directors may be
residents of a foreign country, that some or all of the
underwriters or experts named in the registration statement may
be residents of a foreign country, and that all or a substantial
portion of the assets of the registrant and said persons may be
located outside the United States.

These securities
have not been approved or disapproved by the Securities and
Exchange Commission nor has the commission passed upon the
accuracy or adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

|                            |  |                 |  |               |  |              |  |  |  |     |  | 
|--------------------------- |  | --------------- |  | ------------- |  | ------------ |  |  |  | --- |  | 
|                            |  |                 |  | Underwriters |  | Net Proceeds
|                            |  | Price to Public |  | Fee           |  | to Us(1)    
|                            |  |                 |  |               |  |             
|Per Class A Voting share(2) |  | US$             |  |               |  | US$          |  |  |  | US$ |  | 
|Total                       |  | US$             |  |               |  | US$          |  |  |  | US$ |  | 






|    |                                                                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Before deducting the expenses of this offering
    payable by us, estimated at
    US$               .                                                                                                                                                                                                          
|   
|(2) | The offering price for Class A Voting shares
    offered in the United States is payable in US dollars and the
    offering price for Class A Voting shares offered in Canada
    is payable in Canadian dollars. The Canadian dollar offering
    price is
    Cdn$               per
    Class A Voting share.

The
Underwriters have an option to purchase up to 300,000
Class A Voting shares from us, at the public offering
price, less the underwriting commission, within 30 days
after the closing of this offering to cover over-allotments, if
any.

In
connection with this offering, the Underwriters may over-allot
or effect transactions which stabilize or maintain the market
price of the Class A Voting shares in accordance with
applicable market stabilization rules. See
Underwriting. The Class A Voting shares are
expected to be ready for delivery on or about
December          ,
2003.

Avondale Partners

Stephens
Inc.

Orion
Securities Inc.

Paradigm Capital Inc.



---



##### 

MAP



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##### 



Market data and certain industry forecasts used
throughout this prospectus, and the documents incorporated by
reference herein, were obtained from market research, publicly
available information and industry publications. Industry
publications generally state that the information contained
therein has been obtained from sources believed to be reliable,
but that the accuracy and completeness of such information is
not guaranteed. Similarly, industry forecasts and market
research, while believed to be reliable, have not been
independently verified, and neither we nor the Underwriters make
any representation as to the accuracy of that information.

Unless the context otherwise requires, all
references to Vitran, we, us
and our refer to Vitran Corporation Inc. and its
consolidated subsidiaries.

This prospectus and the documents incorporated by
reference herein include references to an Internet website that
we maintain. Neither this website nor its content forms a part
of this prospectus.

i



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##### 



FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by
reference herein contain forward-looking statements within the
meaning of the United States Private Securities Litigation
Reform Act of 1995 concerning our business, operations and
financial performance and condition. When used in this
prospectus, the words believe,
anticipate, intend,
estimate, expect, project
and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such words. These forward-looking statements are based on
current expectations and are naturally subject to uncertainty
and changes in circumstances that may cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Factors that may cause such
differences include but are not limited to technological change,
regulatory change, the general health of the economy and
competitive factors. More detailed information about these and
other factors is included in this prospectus under Risk
Factors. Many of these factors are beyond our control;
therefore, future events may vary substantially from what we
currently foresee. You should not place undue reliance on such
forward-looking statements. We are under no obligation to update
or alter such forward-looking statements whether as a result of
new information, future events or otherwise.

PRESENTATION OF FINANCIAL AND OTHER
INFORMATION

Our consolidated financial statements have been
prepared in accordance with the accounting principles generally
accepted in Canada (Canadian GAAP). For a discussion
of the principal differences between Canadian GAAP and the
accounting principles generally accepted in the United States
(US GAAP), see Note 14 to our audited
consolidated financial statements at and for the years ended
December 31, 2002 and 2001, Note 10 to our interim
unaudited consolidated financial statements at
September 30, 2003 and for the nine months ended
September 30, 2003 and 2002 and the Reconciliation of
United States GAAP  Additional Disclosures
incorporated by reference in this prospectus.

We publish our consolidated financial statements
in Canadian dollars. In this prospectus, except where otherwise
indicated, all dollar amounts are stated in Canadian dollars.
References to Cdn$ or to $ are to
Canadian dollars and references to US$ are to
US dollars.

EXCHANGE RATE INFORMATION

The following table sets forth, for the period
and rates indicated, information concerning exchange rates for
the Canadian dollar expressed in United States dollars, based on
the inverse of the noon buying rate in the City of New York for
cable transfers in Canadian dollars as certified for customs
purposes by the Federal Reserve Bank of New York.

|           |  |               |        |              |  |      |        |      |  |      |        |  |  |   |        |  |  |   |        | 
|---------- |  | ------------- | ------ | ------------ |  | ---- | ------ | ---- |  | ---- | ------ |  |  | - | ------ |  |  | - | ------ | 
|           |  |               |        |              |  |      |        |     
|           |  | Nine months   |        |             
|           |  | ended         |        | Year ended  
|           |  | September 30, |        | December 31,
|           |  |               |        |             
|           |  | 2003          |        | 2002         |  | 2002 |        | 2001 |  | 2000
|           |  |               |        |              |  |      |        |      |  |     
|           |  | $US           |        | $US          |  | $US  |        | $US  |  | $US 
|Closing    |  | $             | 0.7404 |              |  | $    | 0.6304 |      |  | $    | 0.6329 |  |  | $ | 0.6279 |  |  | $ | 0.6689 | 
|High       |  | $             | 0.7492 |              |  | $    | 0.6619 |      |  | $    | 0.6619 |  |  | $ | 0.6697 |  |  | $ | 0.6969 | 
|Low        |  | $             | 0.6349 |              |  | $    | 0.6200 |      |  | $    | 0.6200 |  |  | $ | 0.6241 |  |  | $ | 0.6410 | 
|Average(1) |  | $             | 0.7037 |              |  | $    | 0.6367 |      |  | $    | 0.6368 |  |  | $ | 0.6457 |  |  | $ | 0.6732 | 






|    |                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------
|(1) | The average of the noon buying rate on the last
    day of each month during the applicable period.

ii



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##### 



On November 25, 2003, the inverse of the
noon buying rate in the City of New York in Canadian dollars as
certified for customs purposes by the Federal Reserve Bank of
New York was US$0.7613 per $1.00.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed with the securities
commission or similar regulatory authority in the provinces of
British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and
Quebec are specifically incorporated by reference in, and form
an integral part of, this prospectus:



| |   |                                                                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | our audited consolidated financial statements at
    and for the years ended December 31, 2002 and 2001,
    together with the auditors report thereon, and
    managements discussion and analysis in respect of these
    statements;                                                               
|
| |  | our interim unaudited consolidated financial
    statements at September 30, 2003 and for the nine months
    ended September 30, 2003 and 2002, and managements
    discussion and analysis in respect of these statements;                                                                           
|
| |  | our Management Information Circular dated
    March 10, 2003 (except for the sections entitled
    Report of the Compensation Committee, 
    Share Performance Graph and Corporate
    Governance) distributed in connection with our annual
    meeting of shareholders held on April 29, 2003;
|
| |  | our Annual Information Form (Form 20-F)
    dated June 11, 2003; and                                                                                                                                                                                                                                    
|
| |  | our Reconciliation of United States
    GAAP  Additional Disclosures filed on
    November 26, 2003.                                                                                                                                                                                                   

Any document of the type referred to in the
preceding paragraph along with any material change reports
(other than any confidential material change reports) filed by,
or on our behalf, with a securities commission or similar
regulatory authority in any province of Canada after the date of
this prospectus and before the termination of this offering will
be deemed to be incorporated by reference in this prospectus. In
addition, any report filed or furnished by us with the United
States Securities and Exchange Commission (the SEC)
pursuant to Section 13(a), 13(c) or 15(d) of the Securities
Exchange Act of 1934, as amended (the Exchange Act)
after the date of this prospectus and prior to the termination
of the offering shall be deemed to be incorporated by reference
into this prospectus and the registration statement of which
this prospectus forms a part if and to the extent expressly
provided in such report.

ANY STATEMENT CONTAINED IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN
WILL BE DEEMED TO BE MODIFIED OR SUPERSEDED FOR THE PURPOSES OF
THIS PROSPECTUS TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN
OR IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT THAT ALSO IS OR IS
DEEMED TO BE INCORPORATED BY REFERENCE HEREIN MODIFIES OR
SUPERSEDES THAT STATEMENT. THE MODIFYING OR SUPERSEDING
STATEMENT NEED NOT STATE THAT IT HAS MODIFIED OR SUPERSEDED A
PRIOR STATEMENT OR INCLUDE ANY INFORMATION SET FORTH IN THE
DOCUMENT THAT IT MODIFIES OR SUPERSEDES. THE MAKING OF A
MODIFYING OR SUPERSEDING STATEMENT WILL NOT BE DEEMED AN
ADMISSION THAT THE MODIFIED OR SUPERSEDED STATEMENT, WHEN MADE,
CONSTITUTED A MISREPRESENTATION, AN UNTRUE STATEMENT OF A
MATERIAL FACT OR AN OMISSION OF A MATERIAL FACT THAT IS REQUIRED
TO BE STATED OR THAT IS NECESSARY TO MAKE A STATEMENT NOT
MISLEADING IN LIGHT OF THE CIRCUMSTANCES IN WHICH IT WAS MADE.
ANY STATEMENT SO MODIFIED OR SUPERSEDED WILL NOT BE DEEMED,
EXCEPT AS SO MODIFIED OR SUPERSEDED, TO CONSTITUTE A PART OF
THIS PROSPECTUS.

iii



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##### 



Information has been incorporated by reference
in this prospectus from documents filed with securities
commissions or similar authorities in
Canada.Copies of documents
incorporated by reference herein and not delivered with this
prospectus may be obtained upon request without charge from the
Corporate Secretary, Vitran Corporation Inc., 185 The West
Mall, Suite 701, Toronto, Ontario, M9C 5L5,
Tel: 416-596-7664 or by accessing the disclosure documents
available through the Internet, on the Canadian System for
Electronic Document Analysis and Retrieval (SEDAR), which can be
accessed at www.sedar.com, or the SECs Electronic
Data Gathering, Analysis and Retrieval System (EDGAR), which can
be accessed at www.sec.gov. For the purpose of the
Province of Québec, this simplified prospectus contains
information to be completed by consulting the permanent
information record. A copy of the permanent information record
may be obtained from our Chief Financial Officer at the
above-mentioned address and telephone number.

iv



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##### 



SUMMARY

This summary highlights selected information
contained elsewhere, or incorporated by reference, in this
prospectus. As a result, it does not contain all of the
information that you should consider before investing in our
Class A Voting shares. You should carefully read the entire
prospectus, including the Risk Factors section and
the documents incorporated by reference herein before making an
investment decision.

Vitran Corporation Inc.

We are a leading, predominately non-union,
provider of surface transportation and related logistics
services throughout Canada and in 18 states in the central and
southern United States (the Central States). Our
business consists of: (1) less-than-truckload services
(LTL), (2) logistics services, and
(3) truckload services. These services are provided by
stand-alone business units. Depending on a customers
needs, the units can operate independently or in a complementary
manner. For the year ended December 31, 2002, we had
revenues of approximately Cdn$476.0 million, and for the
nine months ended September 30, 2003, we had revenues of
approximately Cdn$349.0 million.

Our LTL business represented approximately 79.7%
and 81.5% of our revenue for the year ended December 31,
2002 and for the nine months ended September 30, 2003,
respectively, and is comprised of:

Canadian LTL.Within Canada, we operate as
Vitran Express Canada Inc. (Vitran Express Canada)
and provide next-day service within Ontario and Quebec and parts
of western Canada. We generate most of our revenue from the
movement of LTL freight within the three to five day east/west
lanes. Most of our trans-Canada freight is shipped by rail under
an intermodal agreement with CN Rail, under which
our containers are loaded onto CN Rail cars and shipped to
various points where our network of owner operators pick up and
deliver the freight to various destinations. Our Canadian LTL
business represented approximately 30.1% and 33.5% of our
revenues for the year ended December 31, 2002 and for the
nine months ended September 30, 2003, respectively. We
believe that we are able to efficiently deliver freight using,
in our belief, the largest, non-railroad owned fleet of
intermodal containers in Canada and by using our network of
owner operators for the pick-up and delivery segment of the
shipment;

US LTL.Within the United States, we
operate as Vitran Express, Inc. (Vitran
Express US), primarily in the Central States, and
deliver approximately 90% of our freight shipments within one or
two days. Our US LTL regional business represented approximately
49.6% and 48.0% of our revenues for the year ended
December 31, 2002 and for the nine months ended
September 30, 2003, respectively. We believe that our
United States operation provides us with a strategic platform
for organic and acquisition-oriented growth. In addition, we
offer our services to the other regions in the United States
(other than Alaska and Hawaii) through our strategic
relationships with New England Motor Freight Inc. and SAIA Motor
Freight Lines Inc.; and

Transborder LTL.We believe that because of our
infrastructure in the Central States and throughout Canada, we
offer the most comprehensive LTL freight service between the
Central States and Canada. We have grown this transborder
business rapidly since we introduced it in 2001. We believe that
our transborder capabilities allow us to provide superior
service to our customers and will enable us to continue our
rapid growth of this service while commanding premium rates.

Our logistics business, which represented
approximately 9.1% and 8.5% of our revenues for the year ended
December 31, 2002 and for nine months ended
September 30, 2003, respectively, consists of two principal
lines of business: (1) supply chain solutions in Canada and
the United States including warehousing, inventory management
and flow-through distribution facilities; and

1



---



##### 



(2) freight brokerage which coordinates the
transport of truck and container loads from sales offices in
Toronto, Montreal, Los Angeles and Atlanta.


Our truckload business, operating as Frontier
Transport Corporation (Frontier), provides truckload
service in the Central States. Frontier principally uses its
company-owned trailing equipment and tractors provided by owner
operators. The business is primarily dry van with a small
temperature controlled service.

Competitive Advantages

We believe we have the following competitive
advantages:

History of Successful Acquisition
Integrations.Our business has
grown through a strategy of selectively identifying, making and
integrating acquisitions. Since our inception in 1983, we have
acquired three major trucking businesses in Canada and two in
the United States. We believe that our management team has the
experience and skill to identify and acquire other companies
that will enhance our business.

LTL Transborder Services.We have invested in a diversified
infrastructure on both sides of the Canada/ United States
border. We believe our ability to provide our customers with
one-stop shopping and premium service provides us
with an advantage over competitors in this rapidly growing area,
which has been our highest margin business.

Experienced Management Team.Our senior management team has an
average of more than 20 years experience in transportation
related industries. We believe initiatives implemented by our
management team have resulted in our improved financial
performance and should position us to realize continued
operational improvements and growth.

Diversified, High-Quality Service
Solutions.We believe that our
diversified infrastructure, including our comprehensive LTL
network across Canada and within the Central States, allows us
to provide freight services solutions to meet a wide range of
customers shipping needs. Our excellent on time service
record allowed us to be one of the first regional LTL companies
in the Central States to offer a money back service guarantee.
The consistency and quality of this service are substantiated by
our average guarantee expense of less than US$8,000 a month
during 2003.

Diverse Customer Base Across North America.For the year ended
December 31, 2002, we derived our revenue from thousands of
customers from a variety of geographic regions and industries in
Canada and the United States. Our largest customer represents
less than 2.0% of our revenues.

Flexible Non-Union Workforce.We believe that our predominantly
non-union workforce provides us with significant advantages over
unionized LTL carriers, including less restrictive work rules
and lower labour costs.

Our Strong Balance Sheet.We believe that our strong balance
sheet will enable us to implement our growth strategy. Since
December 31, 2000, we have reduced our total debt from
approximately $80.3 million to $43.6 million at
September 30, 2003. Our total debt as a percentage of total
capitalization is approximately 35.5%, which allows us the
flexibility to execute our strategy of pursuing acquisitions.

2



---



##### 



Growth Strategy

Our overall strategy is to continue to expand,
through a balanced mix of organic and acquisition driven growth,
our Canada/ United States geographic coverage on a regional
basis. Implementation of this strategy requires adherence to our
history of disciplined management, which has allowed us to
achieve approximately 14.0% return on equity over the last five
years, 13.4% in 2002 and, at an annualized rate, 16.0% through
the first nine months of 2003. Key elements of our long-term
growth strategy include:

Pursue Strategic Acquisitions.The LTL industry is fragmented and
is undergoing consolidation. We believe this provides
acquisition opportunities for well capitalized and well managed
LTL operators. Our LTL division provides us with a platform
to participate in this consolidation and is the focus of our
planned future growth. While our first priority is expanding the
geographic footprint of our regional LTL operation, we will also
consider acquisitions that would increase the density of our
existing operations.

Gain Market Share in the LTL Transborder
Business.Our LTL transborder
business has been our highest margin and fastest growing
business. Our infrastructure on both sides of the Canada/ United
States border allows us to provide what we believe is the most
comprehensive service offering in this segment.

Build Revenue Within Our Existing LTL
Infrastructure.The efficiencies
we have realized in our LTL operations have created freight
capacity in our system. We believe that this additional capacity
should enable us to serve additional customers without a
significant increase in fixed costs.

Improve Operating Efficiencies Within Our
LTL Infrastructure.We continually
seek to improve efficiencies within our LTL infrastructure to
reduce rehandling, improve service and reduce cargo claims.
Managements initiatives have resulted in an improvement in
our LTL operating ratio from 96.4% in 2001 to 94.4% for the nine
months ended September 30, 2003.

Capitalize on Cross-Selling Opportunities.We intend to focus on growing
sales outside our core LTL service-base by cross-selling our
logistics services to our LTL customers. We believe that our
existing customers are increasingly seeking one-stop
transportation logistics solutions, and this could generate
additional logistics business as well as drive freight into our
LTL operations.

3



---



##### 



The Offering



|                                                                   |  |                                                                                                                                                                                                                                                                   
|------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Class A Voting shares offered:                                     |  | 2,000,000 Class A Voting shares                                                                                                                                                                                                                                   
|                                                                  
|Class A Voting shares to be outstanding
    after the offering:(1) |  | 11,794,278 Class A Voting shares                                                                                                                                                                                                                                  
|                                                                  
|Over-allotment option:                                             |  | Up to 300,000 Class A Voting shares                                                                                                                                                                                                                               
|                                                                  
|Use of proceeds:                                                   |  | We intend to use the net proceeds from the sale
    of our Class A Voting shares to fund possible future
    acquisitions and fund capital expenditures. In addition, we may
    repay amounts outstanding under our credit facilities. See
    Use of Proceeds.
|                                                                  
|Toronto Stock Exchange symbol:                                     |  | VTN.A                                                                                                                                                                                                                                                             
|                                                                  
|American Stock Exchange symbol:                                    |  | VVN                                                                                                                                                                                                                                                               
|                                                                  
|Risk factors:                                                      |  | You should carefully read and consider the
    information under the Risk Factors section and all
    other information set forth or incorporated by reference in this
    prospectus before investing in our Class A Voting shares.                            





---

|    |                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The number of Class A Voting shares to be
    outstanding after the offering is based on the number of
    Class A Voting shares outstanding at November 25, 2003
    and excludes:



|  |                                                                                                                                                                                          
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | up to 300,000 Class A Voting shares issuable
    on the exercise of the over-allotment option as described under
    Underwriting; and                                                 
| 
| | 825,600 options outstanding to purchase up to
    825,600 Class A Voting shares at prices ranging from
    Cdn$3.50 to Cdn$8.75 per Class A Voting share under our
    stock option plan.

4



---



##### 



Summary Historical Financial and Operating
Data

The summary consolidated financial data presented
below for the years ended December 31, 2002, 2001 and 2000,
has been derived from our consolidated financial statements and
the related notes thereto incorporated by reference in this
prospectus. Our audited consolidated financial statements for
the annual periods presented below have been audited by KPMG
LLP. Our summary consolidated financial data presented below for
the nine-month periods ended September 30, 2003 and 2002,
have been derived from our unaudited interim consolidated
financial statements for such periods incorporated by reference
in this prospectus which, in the opinion of management, include
all adjustments (consisting solely of normal recurring
adjustments) necessary to present fairly our financial results
for such period. Interim results are not necessarily indicative
of the results which may be expected for any other interim
period or for the full year.

You should read the summary consolidated
financial data presented below in conjunction with the
information contained in our consolidated financial statements
incorporated by reference in this prospectus, including the
related notes, managements discussion and analysis of
financial condition and results of operation incorporated by
reference in this prospectus, and the other financial data
appearing elsewhere in this prospectus and the documents
incorporated by reference in this prospectus. Certain of the
tables below set forth some of our unaudited operating
statistics for the periods indicated.

|                                                                     |  |                                 |            |                         |  |      |           |      |  |      |           |  |  |   |           |  |  |   |           | 
|-------------------------------------------------------------------- |  | ------------------------------- | ---------- | ----------------------- |  | ---- | --------- | ---- |  | ---- | --------- |  |  | - | --------- |  |  | - | --------- | 
|                                                                     |  |                                 |            |                         |  |      |           |     
|                                                                     |  | Nine Months ended               |            |                        
|                                                                     |  | September 30,                   |            | Year ended December 31,
|                                                                     |  |                                 |            |                        
|                                                                     |  | 2003                            |            | 2002                    |  | 2002 |           | 2001 |  | 2000
|                                                                     |  |                                 |            |                         |  |      |           |      |  |     
|                                                                     |  |                                 |            |                         |  |      |           |     
|                                                                     |  | (unaudited)                     |            |                         |  |      |           |     
|                                                                     |  |                                
|                                                                     |  | (Canadian dollars in thousands,
|                                                                     |  |                                
|                                                                     |  | except per share amounts)      
|Statement of Income Data:                                            |  |                                 |            |                         |  |      |           |      |  |      |           |  |  |   |           |  |  |   |           | 
|Revenue                                                              |  | $                               | 348,959    |                         |  | $    | 358,829   |      |  | $    | 476,016   |  |  | $ | 481,673   |  |  | $ | 480,988   | 
|Income from continuing operations before
    depreciation expense(1) |  |                                 | 20,718     |                         |  |      | 20,532    |      |  |      | 28,351    |  |  |   | 22,854    |  |  |   | 34,850    | 
|Income from continuing operations                                    |  |                                 | 14,914     |                         |  |      | 14,243    |      |  |      | 20,024    |  |  |   | 13,002    |  |  |   | 24,574    | 
|Net income from continuing operations                                |  |                                 | 10,056     |                         |  |      | 7,449     |      |  |      | 10,854    |  |  |   | 3,701     |  |  |   | 9,918     | 
|                                                                     |  |                                 |            |                         |  |      |           |      |  |      |           |  |  |   |           |  |  |   |           | 
|Diluted earnings per share  continuing
    operations               |  | $                               | 1.00       |                         |  | $    | 0.77      |      |  | $    | 1.11      |  |  | $ | 0.38      |  |  | $ | 1.00      | 
|                                                                     |  |                                 |            |                         |  |      |           |      |  |      |           |  |  |   |           |  |  |   |           | 
|Weighted average shares outstanding 
    diluted                    |  |                                 | 10,038,335 |                         |  |      | 9,726,395 |      |  |      | 9,784,066 |  |  |   | 9,859,296 |  |  |   | 9,894,727 | 
|Operating Ratios:(2)                                                 |  |                                 |            |                         |  |      |           |      |  |      |           |  |  |   |           |  |  |   |           | 
|Total company                                                        |  |                                 | 95.7%      |                         |  |      | 96.0%     |      |  |      | 95.8%     |  |  |   | 97.3%     |  |  |   | 94.9%     | 
|Less-than-truckload                                                  |  |                                 | 94.4%      |                         |  |      | 94.7%     |      |  |      | 94.6%     |  |  |   | 96.4%     |  |  |   | 93.5%     | 
|Logistics                                                            |  |                                 | 97.1%      |                         |  |      | 97.4%     |      |  |      | 96.6%     |  |  |   | 99.8%     |  |  |   | 98.7%     | 
|Truckload                                                            |  |                                 | 97.9%      |                         |  |      | 96.3%     |      |  |      | 97.4%     |  |  |   | 96.9%     |  |  |   | 94.9%     | 

|                         |  |                  |         |                 |  |      |         |      |  |      |         |  |  |   |         |  |  |   |         | 
|------------------------ |  | ---------------- | ------- | --------------- |  | ---- | ------- | ---- |  | ---- | ------- |  |  | - | ------- |  |  | - | ------- | 
|                         |  |                  |         |                
|                         |  | At September 30, |         | At December 31,
|                         |  |                  |         |                
|                         |  | 2003             |         | 2002            |  | 2002 |         | 2001 |  | 2000
|                         |  |                  |         |                 |  |      |         |      |  |     
|                         |  |                  |         |                 |  |      |         |     
|                         |  | (unaudited)      |         |                 |  |      |         |     
|Balance Sheet Data:      |  |                  |         |                 |  |      |         |      |  |      |         |  |  |   |         |  |  |   |         | 
|Total assets             |  | $                | 171,436 |                 |  | $    | 194,116 |      |  | $    | 191,526 |  |  | $ | 209,364 |  |  | $ | 213,307 | 
|Interest-bearing debt(3) |  |                  | 43,565  |                 |  |      | 65,837  |      |  |      | 59,176  |  |  |   | 79,639  |  |  |   | 80,274  | 
|Shareholders equity     |  |                  | 84,270  |                 |  |      | 79,800  |      |  |      | 82,146  |  |  |   | 79,378  |  |  |   | 80,007  | 
|Return on equity(4)      |  |                  | 12.09%  |                 |  |      | 9.36%   |      |  |      | 13.44%  |  |  |   | 7.27%   |  |  |   | 15.56%  | 

5



---



##### 



|                                   |  |                   |           |                         |  |      |           |      |  |      |           |  |  |     |           |  |  |     |           | 
|---------------------------------- |  | ----------------- | --------- | ----------------------- |  | ---- | --------- | ---- |  | ---- | --------- |  |  | --- | --------- |  |  | --- | --------- | 
|                                   |  |                   |           |                         |  |      |           |     
|                                   |  | Nine Months ended |           |                        
|                                   |  | September 30,     |           | Year ended December 31,
|                                   |  |                   |           |                        
|                                   |  | 2003              |           | 2002                    |  | 2002 |           | 2001 |  | 2000
|                                   |  |                   |           |                         |  |      |           |      |  |     
|                                   |  |                   |           |                         |  |      |           |     
|                                   |  | (unaudited)       |           |                         |  |      |           |     
|Canadian LTL Operating Statistics: |  |                   |           |                         |  |      |           |      |  |      |           |  |  |     |           |  |  |     |           | 
|Revenue (000s)                    |  | $                 | 116,946   |                         |  | $    | 104,895   |      |  | $    | 143,263   |  |  | $   | 137,907   |  |  | $   | 136,354   | 
|Number of shipments(5)             |  |                   | 652,139   |                         |  |      | 605,122   |      |  |      | 823,661   |  |  |     | 808,803   |  |  |     | 842,953   | 
|Weight (000s of lbs.)(6)          |  |                   | 1,261,701 |                         |  |      | 1,183,989 |      |  |      | 1,589,270 |  |  |     | 1,636,934 |  |  |     | 1,788,598 | 
|Revenue per shipment(7)            |  | $                 | 179.33    |                         |  | $    | 173.34    |      |  | $    | 173.93    |  |  | $   | 170.51    |  |  | $   | 161.76    | 
|Revenue per hundredweight(8)       |  | $                 | 9.27      |                         |  | $    | 8.86      |      |  | $    | 9.01      |  |  | $   | 8.42      |  |  | $   | 7.62      | 
|US LTL Operating Statistics:       |  |                   |           |                         |  |      |           |      |  |      |           |  |  |     |           |  |  |     |           | 
|Revenue (000s)                    |  | US$               | 118,239   |                         |  | US$  | 114,399   |      |  | US$  | 150,525   |  |  | US$ | 153,257   |  |  | US$ | 161,344   | 
|Number of shipments(5)             |  |                   | 1,083,679 |                         |  |      | 1,073,970 |      |  |      | 1,414,458 |  |  |     | 1,396,438 |  |  |     | 1,463,209 | 
|Weight (000s of lbs.)(6)          |  |                   | 1,496,480 |                         |  |      | 1,474,615 |      |  |      | 1,946,735 |  |  |     | 1,845,192 |  |  |     | 1,957,522 | 
|Revenue per shipment(7)            |  | US$               | 109.11    |                         |  | US$  | 106.52    |      |  | US$  | 106.42    |  |  | US$ | 109.75    |  |  | US$ | 110.27    | 
|Revenue per hundredweight(8)       |  | US$               | 7.90      |                         |  | US$  | 7.76      |      |  | US$  | 7.73      |  |  | US$ | 8.31      |  |  | US$ | 8.24      | 






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Income from continuing operations before
    depreciation expense (EBITD) is a non-GAAP financial
    measure which does not have any standardized meaning prescribed
    by GAAP. EBITD represents net income from continuing operations,
    plus amortization of goodwill, minus minority interest, plus
    (minus) income tax expense (benefit), plus net interest expense,
    plus loss on sale of fixed assets and plus depreciation. We
    believe EBITD is useful in evaluating our operating performance
    compared to that of other companies in our industry, as the
    calculation of EBITD eliminates the effects of financing, income
    taxes and the accounting effects of capital spending, which
    items may vary for different companies for reasons unrelated to
    overall operating performance. When analyzing our operating
    performance, however, investors should use EBITD in addition to,
    not as an alternative for income from operations and net income,
    as those items are defined by GAAP. Investors should also note
    that our presentation of EBITD may not be comparable to
    similarly titled measures used by other companies. EBITD is
    reconciled to net income as follows:

|                             |       |                   |        |                         |  |      |       |        |  |      |        |        |  |   |       |        |  |   |        |        | 
|---------------------------- | ----- | ----------------- | ------ | ----------------------- |  | ---- | ----- | ------ |  | ---- | ------ | ------ |  | - | ----- | ------ |  | - | ------ | ------ | 
|                             |       |                   |        |                         |  |      |       |       
|                             |       | Nine Months ended |        |                        
|                             |       | September 30,     |        | Year ended December 31,
|                             |       |                   |        |                        
|                             |       | 2003              |        | 2002                    |  | 2002 |       | 2001   |  | 2000
|                             |       |                   |        |                         |  |      |       |        |  |     
|Net income                   |       | $                 | 10,056 |                         |  | $    | 7,449 |        |  | $    | 10,854 |        |  | $ | 3,701 |        |  | $ | 9,918  |       
|Amortization of goodwill     |       |                   |       |                         |  |      |      |        |  |      |       |        |  |   | 2,094 |        |  |   | 1,802  |       
|Minority interest            |       |                   |       |                         |  |      |      |        |  |      |       |        |  |   | (132  | )      |  |   | (49    | )     
|Income tax expense           |       |                   | 3,079  |                         |  |      | 2,245 |        |  |      | 3,560  |        |  |   | 238   |        |  |   | 4,671  |       
|Interest expense, net        |       |                   | 1,597  |                         |  |      | 4,062 |        |  |      | 5,157  |        |  |   | 5,941 |        |  |   | 7,230  |       
|Loss on sale of fixed assets |       |                   | 182    |                         |  |      | 487   |        |  |      | 453    |        |  |   | 1,160 |        |  |   | 1,002  |       
|Depreciation                 |       |                   | 5,804  |                         |  |      | 6,289 |        |  |      | 8,327  |        |  |   | 9,852 |        |  |   | 10,276 |       
|                             |       |                   |        |                         |  |      |       |        |  |      |        |        |  |   |       |        |  |   |        |       
|                             | EBITD |                   | $      | 20,718                  |  |      | $     | 20,532 |  |      | $      | 28,351 |  |   | $     | 22,854 |  |   | $      | 34,850 | 
|                             |       |                   |        |                         |  |      |       |        |  |      |        |        |  |   |       |        |  |   |        |       



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Operating ratio (OR) is a non-GAAP
    financial measure which does not have any standardized meaning
    prescribed by GAAP. OR is the sum of operating expenses,
    selling, general and administrative expenses and depreciation
    expense, divided by revenue. Although OR is not a recognized
    financial measure defined by GAAP, it is a widely recognized
    measure in the transportation industry which we believe provides
    a comparable benchmark for evaluating our performance compared
    to our competitors. Investors should also note that our
    presentation of OR may not be comparable to similarly titled
    measures by other companies. OR is calculated as follows:

|                                             |  |                   |         |                         |  |      |         |      |  |      |         |  |  |   |         |  |  |   |         | 
|-------------------------------------------- |  | ----------------- | ------- | ----------------------- |  | ---- | ------- | ---- |  | ---- | ------- |  |  | - | ------- |  |  | - | ------- | 
|                                             |  |                   |         |                         |  |      |         |     
|                                             |  | Nine Months ended |         |                        
|                                             |  | September 30,     |         | Year ended December 31,
|                                             |  |                   |         |                        
|                                             |  | 2003              |         | 2002                    |  | 2002 |         | 2001 |  | 2000
|                                             |  |                   |         |                         |  |      |         |      |  |     
|Operating expenses                           |  | $                 | 296,304 |                         |  | $    | 299,602 |      |  | $    | 398,919 |  |  | $ | 408,808 |  |  | $ | 399,006 | 
|Selling, general and administrative expenses |  |                   | 31,937  |                         |  |      | 38,695  |      |  |      | 48,746  |  |  |   | 50,011  |  |  |   | 47,132  | 
|Depreciation expense                         |  |                   | 5,804   |                         |  |      | 6,289   |      |  |      | 8,327   |  |  |   | 9,852   |  |  |   | 10,276  | 
|                                             |  |                   |         |                         |  |      |         |      |  |      |         |  |  |   |         |  |  |   |         | 
|                                             |  | $                 | 334,045 |                         |  | $    | 344,586 |      |  | $    | 455,992 |  |  | $ | 468,671 |  |  | $ | 456,414 | 
|                                             |  |                   |         |                         |  |      |         |      |  |      |         |  |  |   |         |  |  |   |         | 
|Revenue                                      |  | $                 | 348,959 |                         |  | $    | 358,829 |      |  | $    | 476,016 |  |  | $ | 481,673 |  |  | $ | 480,988 | 
|                                             |  |                   |         |                         |  |      |         |      |  |      |         |  |  |   |         |  |  |   |         | 
|Operating ratio (OR)                       |  |                   | 95.7%   |                         |  |      | 96.0%   |      |  |      | 95.8%   |  |  |   | 97.3%   |  |  |   | 94.9%   | 
|                                             |  |                   |         |                         |  |      |         |      |  |      |         |  |  |   |         |  |  |   |         | 



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | Interest-bearing debt consists of our revolving
    credit facility, the current portion of our long term debt and
    our long term debt.                                                                                                                                                                                                                                                                                        
|   
|(4) | Return on equity is a non-GAAP financial measure
    which does not have any standardized meaning prescribed by GAAP.
    Although not defined by GAAP, we believe return on equity
    provides a meaningful financial indicator of our return on
    invested capital. We calculate return on equity as net income
    from continuing operations divided by the average of opening and
    closing shareholders equity for the

6



---



##### 



| |                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | period. Investors should also note that our
    presentation of return on equity may not be comparable to
    similarly titled measures by other companies. Return on equity
    is calculated as follows:

|                                                                          |  |                   |         |                         |  |      |         |      |  |      |         |  |  |   |         |  |  |   |         | 
|------------------------------------------------------------------------- |  | ----------------- | ------- | ----------------------- |  | ---- | ------- | ---- |  | ---- | ------- |  |  | - | ------- |  |  | - | ------- | 
|                                                                          |  |                   |         |                         |  |      |         |     
|                                                                          |  | Nine Months ended |         |                        
|                                                                          |  | September 30,     |         | Year ended December 31,
|                                                                          |  |                   |         |                        
|                                                                          |  | 2003              |         | 2002                    |  | 2002 |         | 2001 |  | 2000
|                                                                          |  |                   |         |                         |  |      |         |      |  |     
|Net income from continuing operations before
    amortization of goodwill |  | $                 | 10,056  |                         |  | $    | 7,449   |      |  | $    | 10,854  |  |  | $ | 5,795   |  |  | $ | 11,720  | 
|                                                                          |  |                   |         |                         |  |      |         |      |  |      |         |  |  |   |         |  |  |   |         | 
|Opening shareholders equity                                              |  | $                 | 82,146  |                         |  | $    | 79,378  |      |  | $    | 79,378  |  |  | $ | 80,007  |  |  | $ | 70,657  | 
|Closing shareholders equity                                              |  |                   | 84,270  |                         |  |      | 79,800  |      |  |      | 82,146  |  |  |   | 79,378  |  |  |   | 80,007  | 
|                                                                          |  |                   |         |                         |  |      |         |      |  |      |         |  |  |   |         |  |  |   |         | 
|                                                                          |  | $                 | 166,416 |                         |  | $    | 159,178 |      |  | $    | 161,524 |  |  | $ | 159,385 |  |  | $ | 150,664 | 
|                                                                          |  |                   |         |                         |  |      |         |      |  |      |         |  |  |   |         |  |  |   |         | 
|Average shareholders equity                                              |  | $                 | 83,208  |                         |  | $    | 79,589  |      |  | $    | 80,762  |  |  | $ | 79,693  |  |  | $ | 75,332  | 
|                                                                          |  |                   |         |                         |  |      |         |      |  |      |         |  |  |   |         |  |  |   |         | 
|Return on equity                                                          |  |                   | 12.09%  |                         |  |      | 9.36%   |      |  |      | 13.44%  |  |  |   | 7.27%   |  |  |   | 15.56%  | 
|                                                                          |  |                   |         |                         |  |      |         |      |  |      |         |  |  |   |         |  |  |   |         | 



|    |                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(5) | A shipment is a single movement of goods from a
    point of origin to its final destination as described on a bill
    of lading document.                                                                                                              
|   
|(6) | Weight represents the total pounds shipped by
    each LTL business unit.                                                                                                                                                                                
|   
|(7) | Revenue per shipment represents revenue divided
    by the number of shipments.                                                                                                                                                                          
|   
|(8) | Revenue per hundredweight is the price obtained
    for transporting 100 pounds of LTL freight from point to point,
    calculated by dividing the revenue for an LTL shipment by the
    hundredweight (weight in pounds divided by 100) for a shipment.

7



---



##### 



RISK FACTORS

In considering whether to purchase our
Class A Voting shares, you should carefully consider all of
the information we have included or incorporated by reference in
this prospectus. In particular, you should carefully consider
the following risk factors.

Risks Relating to Us



| |                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our industry is highly competitive, and our
    business will suffer if we are unable to adequately address
    potential downward pricing pressures and other factors that may
    adversely affect operations and profitability.

Numerous competitive factors could impair our
ability to maintain our current profitability. These factors
include the following:



| |   |                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | we compete with many other transportation service
    providers of varying sizes, many of which have more equipment, a
    broader coverage network, a wider range of services and greater
    capital resources than we do or have other competitive
    advantages;    
|
| |  | some of our competitors periodically reduce their
    prices to gain business, especially during times of reduced
    growth rates in the economy, which may limit our ability to
    maintain or increase our prices or maintain significant growth
    in our business;
|
| |  | many customers reduce the number of carriers they
    use by selecting so-called core carriers as approved
    transportation service providers, and in some instances we may
    not be selected;                                                                     
|
| |  | many customers periodically accept bids from
    multiple carriers for their shipping needs, and this process may
    depress prices or result in the loss of some business to
    competitors;                                                                          
|
| |  | the trend towards consolidation in the surface
    transportation industry may create other large carriers with
    greater financial resources than us and other competitive
    advantages relating to their size;                                                     
|
| |  | advances in technology require increased
    investments to remain competitive, and our customers may not be
    willing to accept higher prices to cover the cost of these
    investments; and                                                                         
|
| |  | competition from non-asset-based logistics and
    freight brokerage companies may adversely affect our customer
    relationships and prices.                                                                                                                           



| |                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------
| | Unsuccessful execution of our acquisition
    strategy could cause our business and future growth prospects to
    suffer.

We may not be able to implement our strategy to
acquire other transportation companies, which depends in part on
the availability of suitable candidates. In addition, we may
face competition for the acquisition of attractive carriers from
other consolidators in the freight transportation industry who
may be larger or better financed than we are. Furthermore, there
can be no assurance that if we acquire what we consider to be a
suitable candidate in accordance with our growth strategy, we
will be able to successfully integrate the operations of the
acquired company into our operations on an accretive basis.



| |                                                                                          
| | -----------------------------------------------------------------------------------------
| | Significant ongoing capital requirements
    could limit growth and affect profitability.

Our business is highly capital intensive. Our
capital expenditures for the year ended December 31, 2002
and for the nine months ended September 30, 2003 were
Cdn$7.2 million and Cdn$3.4 million, respectively. We
expect our capital expenditures for 2003 to be approximately
Cdn$5 million to Cdn$10.0 million. We expect our
capital expenditures for 2004 to

8



---



##### 



be comparable to our capital expenditures for
2003. However, it is our plan, within the next two years, to
build a new LTL/intermodal terminal in Toronto that would cost
us approximately Cdn$15 million to Cdn$17 million.
This could increase the estimated capital expenditures for 2004
and/or 2005.


We depend on operating leases, lines of credit,
secured equipment financings and cash flow from operations to
finance the purchase of tractors, trailing fleet, IT hardware
and terminals. If we are unable in the future to raise
sufficient capital or borrow sufficient funds to make these
purchases, we will be forced to limit our growth and operate our
trucks for longer periods of time, which could have a material
adverse effect on our business, operations or financial
condition.



| |                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We are subject to general economic factors
    that are largely out of our control, any of which could have a
    material adverse effect on our business, results of operations
    and financial condition.

Our business is subject to a number of general
economic factors, many of which are largely out of our control,
that may have a material adverse effect on our prospects,
business, results of operations and financial condition. These
include recessionary economic cycles and downturns in our
customers business cycles, as well as downturns in the
principal regional economies where our operations are located.
Economic conditions may adversely affect our customers
business levels and the amount of transportation services that
they need. Furthermore, customers encountering adverse economic
conditions may have difficulty in paying for our services.
Finally, terrorist activities, anti-terrorist efforts, war or
other armed conflicts involving the United States or its
interests abroad may have a material adverse effect on the
United States and global economies and on our business,
operations or financial condition.



| |                                        
| | ---------------------------------------
| | We are a foreign based
    corporation.

We are a Canadian based corporation with
substantial operations in the United States. Changes in United
States laws or the application thereof, including regulatory,
homeland security or taxation, that primarily impact foreign
corporations could have a material adverse effect on our
prospects, business, financial condition and results of
operations.



| |                                                                                           
| | ------------------------------------------------------------------------------------------
| | Fluctuations in the price and availability
    of fuel may adversely impact profitability.

Fuel is a significant operating expense. We do
not hedge against the risk of fuel price increases. Any increase
in fuel taxes or fuel prices or any change in federal, state or
provincial regulations that results in such an increase, to the
extent that the increase is not offset by freight rate increases
or fuel surcharges to customers, or any interruption in the
supply of fuel, could have a material adverse effect on our
business, operations or financial condition.



| |                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our industry is subject to numerous laws
    and regulations in Canada and the United States, exposing us to
    potential claims and compliance costs that could adversely
    affect our business.

Regulatory agencies exercise broad powers over
our business, generally governing such activities as
authorization to engage in motor carrier operations, safety and
financial reporting. We also may become subject to new or more
restrictive regulations relating to fuel emissions, ergonomics,
or limits on vehicle weight and size. Additional changes in the
laws and regulations governing our industry could affect the
economics of the industry by requiring changes in operating
practices or by influencing the demand for, and the costs of
providing, services to our customers.

From time to time, various legislative proposals
that might effect us are introduced, including proposals to
increase federal, state, provincial or local taxes, including
taxes on motor fuels. We

9



---



##### 



cannot predict whether, or in what form, any
increase in such taxes applicable to us will be enacted.
Increased taxes could adversely affect our profitability.


Our employees and owner operators also must
comply with the safety and fitness regulations promulgated by
the US Department of Transportation (DOT), including
those relating to drug and alcohol testing and hours of service.



| |                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The DOT adopted revised hours-of-service
    regulations that could reduce the amount of allowable driving
    time, resulting in increased costs of compliance with, or
    liability for violation of, these regulations which could have a
    material adverse effect on our business.

On April 28, 2003, the DOT adopted revised
hours-of-service regulations, which must be complied with
beginning January 4, 2004. This change could reduce the
amount of time that drivers are allowed to spend driving if
those drivers are called upon to assist shippers in non-driving
activities, such as loading, unloading, and waiting. We believe
the new regulations will have greater impact on truckload
carriers and long-haul national LTL carriers than on regional
LTL carriers. However, some consequences may not be readily
apparent. We do not expect the new regulations to materially
affect our pick-up and delivery operations, but some effect is
possible. Our linehaul operations between terminals could be
affected if either our own drivers or the drivers of third
parties with whom we contract are unable to maintain the
schedules we desire. In such event, we could be forced to alter
our processes or our pick-up and delivery schedules for
customers, either of which could impose additional costs or
change our service standards and cause customers to seek
alternative service. If these changes increase our costs and we
cannot pass the additional costs through to shippers, or if we
lose business because of changes in service levels, our
operating results could be materially and adversely affected.



| |                                                                                       
| | --------------------------------------------------------------------------------------
| | Changes in governmental regulation may
    impact future cash flows and profitability.

Notwithstanding the fact that the freight
transportation industry is largely deregulated in the area of
operating authorities, each carrier must obtain a licence issued
by each provincial transport board in order to carry goods
extra-provincially or to transport goods within any province.
Licensing from US regulatory authorities is also required for
the transportation of goods between Canada and the United States
and within the United States. Any change in these regulations
could have an impact on the scope of our activities. There is no
assurance that we will be in full compliance at all times with
such policies and guidelines. As a result, we could be required,
at some future date, to incur significant costs in order to
maintain or improve our compliance record.



| |                                                                                            
| | -------------------------------------------------------------------------------------------
| | Results of operations may be affected by
    seasonal factors and harsh weather conditions.

Our business is subject to seasonal fluctuations.
In the trucking industry for a typical year, the months of
September and October usually have the highest business levels
while December and January generally have the lowest business
levels. Adverse weather conditions such as heavy snow or ice
storms have a negative impact on operating results.



| |                                                                          
| | -------------------------------------------------------------------------
| | If additional employees unionize, our
    operating costs would increase.

Two of our terminals in Canada, representing 4.7%
of our workforce, operate with unionized dockworkers represented
by the International Brotherhood of Teamsters and the Canadian
Autoworkers Association. The collective bargaining
agreements between us and our unionized employees expire on
March 31, 2008, and on September 30, 2008,
respectively. We have no assurance that other employees will not
unionize in the future. From time to time there have been
efforts to organize our employees at various terminals, which
could increase our operating costs and force us to alter our
operating methods. This could, in turn, have a material adverse
effect on our business, operations or financial condition.

10



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##### 





| |                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Various environmental laws and regulations,
    and costs of compliance with, liabilities under, or violations
    of, existing or future environmental laws or regulations could
    adversely effect our results.

We are subject to various federal, state,
provincial and local environmental laws and regulations
regulating, among other things, the emission and discharge of
hazardous materials into the environment from our properties and
vehicles, fuel storage tanks and the discharge or retention of
storm water. Under specific environmental laws, we could also be
held responsible for any costs relating to contamination at our
past or present facilities and at third-party waste disposal
sites. Environmental laws have become, and are expected to
become, increasingly more stringent over time, and there can be
no assurance that our costs of complying with current or future
environmental laws or liabilities arising under such laws will
not have a material adverse effect on our business, operations
or financial condition.

The US Environmental Protection Agency has issued
regulations that require progressive reductions in exhaust
emissions from certain diesel engines through 2007. New
emissions standards under the regulations and a judicial consent
decree went into effect for certain engines beginning in October
2002. In addition, the regulations require subsequent reductions
in the sulfur content of diesel fuel beginning in June 2006 and
the introduction of emissions after-treatment devices on
newly-manufactured engines and vehicles beginning with the model
year 2007. Each of these requirements could result in higher
prices for tractors and diesel engines and increased fuel and
maintenance costs. These adverse effects, combined with the
uncertainty as to the reliability of the vehicles equipped with
newly-designed diesel engines and the residual values that will
be realized from the disposition of these vehicles, could
increase our costs and have a material adverse effect on our
business, operations or financial condition.



| |                                                                                      
| | -------------------------------------------------------------------------------------
| | Loss of key personnel could harm our
    business, operations or financial condition.

We are dependent on certain management personnel
for the successful operation of our business. Furthermore, our
success is dependent upon our ability to recruit and retain key
employees.



| |                                                                  
| | -----------------------------------------------------------------
| | Interest rate fluctuations will impact our
    financial results.

We are subject to fluctuations in interest rates.
At September 30, 2003, we had approximately
US$31.8 million ($42.9 million) in debt borrowed at
variable interest rates.



| |                                                                       
| | ----------------------------------------------------------------------
| | Exchange rate and currency risks may impact
    our financial results.

We prepare our financial statements in Canadian
dollars. Since over two-thirds of our operations are US-based,
this has a significant impact on our results. The assets and
liabilities denominated in foreign currency of our
self-sustaining foreign operations are translated into Canadian
dollars at exchange rates in effect at the balance sheet date.
Revenue and expense items are translated at average exchange
rates prevailing during the period. The resulting translation
gains and losses are accumulated in a separate component of
shareholders equity. Certain of the foreign
currency-denominated debt acts as a hedge to the foreign
currency exposure generated by our self-sustaining foreign
operations. As such, the translation gains and losses related to
this debt are also accumulated in the separate component of
shareholders equity.

Certain of our Canadian operating entities
revenues are generated in US dollars, exposing us to exchange
rate and currency risks. In preparing our financial statements,
we must convert all non-Canadian dollar profits to Canadian
dollars at varying rates of exchange. This may ultimately result
in a currency gain or loss at the end of each fiscal year, the
outcome of which cannot be predicted.

11



---



##### 





| |                                                                                
| | -------------------------------------------------------------------------------
| | Insurance and claims expenses could
    significantly reduce our profitability.

Our operations are subject to risks normally
inherent in the freight transportation industry, including
potential liability which could result from, among other
circumstances, personal injury or property damage arising from
accidents or incidents involving trucks operated by us or our
agents. The availability of, and ability to collect on,
insurance coverage is subject to factors beyond our control. In
addition, we may become subject to liability for hazards which
we cannot or may not elect to insure because of high premium
costs or other reasons, or for occurrences which exceed maximum
coverage under our policies. Our future insurance and claims
expenses might exceed historical levels, which could reduce our
earnings. Insurance carriers have raised premiums for most
trucking companies over the last three years and increases to
our premiums could further increase our insurance and claims
expense as current coverages expire or cause us to raise our
self-insured retention. If the number or severity of claims for
which we are self-insured increases, we suffer adverse
development in claims compared with our reserves, or any claim
exceeded the limits of our insurance coverage, this could have a
material adverse effect on our business, operations or financial
condition.

Moreover, any accident or incident involving us,
even if we are fully insured or not held to be liable, could
negatively affect our reputation among customers and the public,
thereby making it more difficult for us to compete effectively,
and could significantly affect the cost and availability of
insurance in the future.



| |                                                                                                           
| | ----------------------------------------------------------------------------------------------------------
| | We rely on purchased transportation, making
    us vulnerable to increases in costs of these
    services.

In Canada, we use purchased transportation,
primarily intermodal rail from CN Rail, to provide cost
effective service on our east west national LTL service
offering. In the United States, we use purchased transportation
primarily to handle lane imbalances and to accommodate surges in
business. For example, we move trailer loads in one direction
using purchased transportation in situations when scheduling one
of our drivers to move the load would result in the driver
returning with empty trailers. We will also, on occasion,
augment our linehaul capacity during certain peak periods
through the use of purchased transportation. A reduction in the
availability of purchased transportation may require us to incur
increased costs to satisfy customer shipping orders. We may be
unable to pass along increases in third party shipping prices to
our customers. Any of these factors could have a material
adverse effect on our business, operations or financial
condition.



| |                                                                       
| | ----------------------------------------------------------------------
| | Our business may be adversely affected by
    anti-terrorism measures.

In the aftermath of the September 11, 2001
terrorist attacks in the United States, federal, state and
municipal authorities have implemented and are continuing to
implement various security measures, including checkpoints and
travel restrictions on large trucks. New DOT measures, which
became effective on March 25, 2003, impose additional
security planning and training obligations on shippers of
hazardous materials. We have developed a security plan,
including the training required under these new measures, which
will be implemented on or before the dates specified in these
measures. However, if additional security measures disrupt or
impede the timing of our deliveries, we may fail to meet the
needs of our customers or may incur increased expenses to do so.
We cannot assure you that these measures will not have a
material adverse effect on our business, operations or financial
condition.



| |                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------
| | An increase in the cost of healthcare
    benefits in the United States could have a negative impact on
    our profitability.

We sponsor health insurance for our United States
employees, retirees and their dependents through Health
Maintenance Organizations, or HMOs, and Preferred Provider
Organizations, or

12



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##### 



PPOs, and offer a competitive healthcare program
to attract and retain our employees. These benefits comprise a
significant portion of our operating expenses. It is possible
that healthcare costs could become increasingly cost
prohibitive, either forcing us to make changes to our benefits
program or negatively impacting our future profitability.




| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| | Difficulty in attracting qualified drivers
    could adversely affect our profitability and ability to
    grow.

The freight transportation industry experiences
difficulty in attracting and retaining qualified drivers,
including owner operators. If we are unable to attract drivers
and contract with owner operators, we could be required to
adjust our compensation package, let trucks sit idle, or operate
with fewer owner operators and face difficulties meeting
customer demands, all of which could adversely affect our growth
and profitability.

Risks Related to the Offering



| |                                                                         
| | ------------------------------------------------------------------------
| | We have discretion as to the use of the
    proceeds from this offering.

We intend to use the proceeds from this offering
to fund possible future acquisitions and for capital
expenditures. In addition, we may repay amounts outstanding
under our credit facilities. We will have discretion with
respect to the use of proceeds from this offering. You will be
relying on the judgement of our management and our board of
directors on these uses. If we do not allocate the proceeds of
this offering effectively or use the proceeds beneficially, this
could have a material adverse effect on business, operations or
financial condition.



| |                                            
| | -------------------------------------------
| | No dividends in the foreseeable
    future.

We currently anticipate that we will retain
future earnings and other cash resources to repay debt and to
support future capital expenditure programs and for
acquisitions. We do not intend to declare or pay any cash
dividends in the foreseeable future. Payment of any future
dividends will be at the discretion of our board of directors
after taking into account many factors, including our operating
results, financial condition and current and anticipated cash
needs.



| |                             
| | ----------------------------
| | Dilution of your investment.

We anticipate that the offering price of the
Class A Voting shares will be substantially higher than the
net tangible book value per share of our Class A Voting
shares after this offering. As a result, based on a public
offering price of
Cdn$                    ,
you would incur immediate dilution of approximately
Cdn$                    in
net tangible book value calculated in accordance with Canadian
GAAP and
US$                    calculated
in accordance with US GAAP for each Class A Voting share
you purchase.

At November 25, 2003, there were 825,600
options outstanding to purchase up to 825,600 Class A
Voting shares at prices ranging from Cdn$3.50 to Cdn$8.75 per
Class A Voting share under our stock option plan. If
currently outstanding options to purchase our Class A
Voting shares are exercised, your investment may be further
diluted.

13



---



##### 





| |                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------
| | The price of our Class A Voting shares
    may fluctuate significantly, and you could lose all or part of
    your investment.

Volatility in the market price of our
Class A Voting shares may prevent you from being able to
sell your shares at, or above, the price you paid for your
Class A Voting shares. The market price of our Class A
Voting shares could fluctuate significantly for various reasons
which include:



| |   |                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | our quarterly or annual earnings or those of
    other companies in our industry;                                                                                                                                
|
| |  | the publics reaction to our press releases,
    our other public announcements and our regulatory filings;                                                                                                      
|
| |  | changes in earnings estimates or recommendations
    by research analysts who follow our stock or the stock of other
    trucking companies;                                                                     
|
| |  | changes in general conditions in the Canadian, US
    and global economy, financial markets or trucking industry,
    including those resulting from war, incidents of terrorism or
    responses to such events;
|
| |  | sales of Class A Voting shares by our
    directors and executive officers; and                                                                                                                                  
|
| |  | other factors described in these Risk
    Factors.                                                                                                                                                             

In addition, in recent years, the stock market
has experienced extreme price and volume fluctuations. This
volatility has had a significant impact on the market price of
securities issued by many companies, including companies in our
industry. The changes frequently appear to occur without regard
to the operating performance of these companies. The price of
our Class A Voting shares could fluctuate based upon
factors that have little or nothing to do with our business, and
these fluctuations could materially reduce our share price.



| |                                                                                                             
| | ------------------------------------------------------------------------------------------------------------
| | It may be difficult to maintain and enforce
    judgements against us because of our Canadian
    residency.

We are a Canadian corporation, and some of our
assets and operations are located, and some of our revenues are
derived, outside the United States. In addition, a majority of
our directors and officers are residents of Canada and all or a
substantial portion of the assets of those directors and
officers are or may be located outside the United States. As a
result, it may not be possible for investors to effect service
of process within the United States upon those persons, or to
enforce against them judgements obtained in United States
courts, including judgements predicated upon the civil liability
provisions of United States federal and state securities laws.

14



---



##### 



USE OF PROCEEDS

We estimate that the net proceeds from the sale
of Class A Voting shares we are offering will be
$                     million
(US$                     million),
after deducting underwriting commissions and estimated offering
expenses. We estimate that the net proceeds will be
approximately
$                     million
(US$                     million),
if the over-allotment option is exercised in full.

We intend to use the net proceeds from the sale
of our Class A Voting shares to fund possible future
acquisitions and for capital expenditures. In addition, we may
repay amounts outstanding under our credit facilities.

We regularly review acquisition opportunities in
the ordinary course of business but currently do not have any
commitments regarding any acquisitions. Pending the use of these
proceeds for any of these purposes, we will invest the remaining
net proceeds in short term, interest bearing, marketable
securities.

PRICE RANGE AND TRADING VOLUMES OF CLASS A
VOTING SHARES

Our Class A Voting shares are listed and
posted for trading on the TSX and the AMEX. The following table
sets forth, for the periods indicated, the reported high and low
sales prices and the aggregate volume of trading of our
Class A Voting shares on the TSX and the AMEX.

|        |                                            |                       |   |                 |  |        |   |       |  |     |  |           |  |  |   |       |  |  |   |       |  |  |  |           | 
|------- | ------------------------------------------ | --------------------- | - | --------------- |  | ------ | - | ----- |  | --- |  | --------- |  |  | - | ----- |  |  | - | ----- |  |  |  | --------- | 
|        |                                            |                       |   |                
|        |                                            | TSX                   |   | AMEX           
|        |                                            |                       |   |                
|Quarter |                                            | High                  |   | Low             |  | Volume |   | High  |  | Low |  | Volume   
|        |                                            |                       |   |                 |  |        |   |       |  |     |  |          
|        |                                            |                       |   |                
|        |                                            | (in Canadian dollars) |   | (in US dollars)
|2003    |                                            |                       |   |                 |  |        |   |       |  |     |  |           |  |  |   |       |  |  |   |       |  |  |  |          
|        | Fourth Quarter (through November 24, 2003) |                       | $ | 19.90           |  |        | $ | 13.90 |  |     |  | 626,300   |  |  | $ | 14.80 |  |  | $ | 10.30 |  |  |  | 2,437,600 | 
|        | Third Quarter                              |                       | $ | 14.50           |  |        | $ | 9.25  |  |     |  | 2,770,200 |  |  | $ | 10.75 |  |  | $ | 7.00  |  |  |  | 3,351,300 | 
|        | Second Quarter                             |                       | $ | 9.00            |  |        | $ | 8.25  |  |     |  | 1,402,566 |  |  | $ | 7.00  |  |  | $ | 5.65  |  |  |  | 577,600   | 
|        | First Quarter                              |                       | $ | 9.08            |  |        | $ | 7.96  |  |     |  | 1,375,700 |  |  | $ | 6.00  |  |  | $ | 5.05  |  |  |  | 521,000   | 
|2002    |                                            |                       |   |                 |  |        |   |       |  |     |  |           |  |  |   |       |  |  |   |       |  |  |  |          
|        | Fourth Quarter                             |                       | $ | 8.24            |  |        | $ | 6.83  |  |     |  | 77,700    |  |  | $ | 5.29  |  |  | $ | 4.55  |  |  |  | 104,600   | 
|        | Third Quarter                              |                       | $ | 7.95            |  |        | $ | 6.07  |  |     |  | 98,300    |  |  | $ | 5.12  |  |  | $ | 3.80  |  |  |  | 117,000   | 
|        | Second Quarter                             |                       | $ | 8.20            |  |        | $ | 4.26  |  |     |  | 217,100   |  |  | $ | 5.43  |  |  | $ | 2.80  |  |  |  | 179,400   | 
|        | First Quarter                              |                       | $ | 5.35            |  |        | $ | 3.25  |  |     |  | 217,300   |  |  | $ | 3.48  |  |  | $ | 1.98  |  |  |  | 61,800    | 
|2001    |                                            |                       |   |                 |  |        |   |       |  |     |  |           |  |  |   |       |  |  |   |       |  |  |  |          
|        | Fourth Quarter                             |                       | $ | 3.94            |  |        | $ | 3.20  |  |     |  | 765,000   |  |  | $ | 2.45  |  |  | $ | 2.00  |  |  |  | 102,400   | 
|        | Third Quarter                              |                       | $ | 4.24            |  |        | $ | 2.99  |  |     |  | 39,000    |  |  | $ | 2.95  |  |  | $ | 2.35  |  |  |  | 94,600    | 
|        | Second Quarter                             |                       | $ | 4.75            |  |        | $ | 3.50  |  |     |  | 49,500    |  |  | $ | 3.00  |  |  | $ | 2.15  |  |  |  | 172,600   | 
|        | First Quarter                              |                       | $ | 5.50            |  |        | $ | 4.00  |  |     |  | 180,400   |  |  | $ | 3.63  |  |  | $ | 2.90  |  |  |  | 207,900   | 
|2000    |                                            |                       |   |                 |  |        |   |       |  |     |  |           |  |  |   |       |  |  |   |       |  |  |  |          
|        | Fourth Quarter                             |                       | $ | 6.45            |  |        | $ | 4.85  |  |     |  | 158,900   |  |  | $ | 4.44  |  |  | $ | 2.63  |  |  |  | 404,500   | 
|        | Third Quarter                              |                       | $ | 6.50            |  |        | $ | 4.90  |  |     |  | 28,900    |  |  | $ | 4.56  |  |  | $ | 3.38  |  |  |  | 98,200    | 
|        | Second Quarter                             |                       | $ | 6.00            |  |        | $ | 4.25  |  |     |  | 1,039,500 |  |  | $ | 4.25  |  |  | $ | 2.91  |  |  |  | 908,600   | 
|        | First Quarter                              |                       | $ | 7.25            |  |        | $ | 4.55  |  |     |  | 157,800   |  |  | $ | 5.13  |  |  | $ | 3.00  |  |  |  | 554,500   | 

15



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##### 



CAPITALIZATION

The following table sets forth our consolidated
capitalization at September 30, 2003, both actual and as
adjusted to give effect to this offering of 2,000,000
Class A Voting shares at an offering price of
$                     per
share
(US$                     per
share).

This information should be read in conjunction
with our consolidated financial statements and the related notes
and managements discussion and analysis in respect of
these statements that are incorporated by reference in this
prospectus.

|                                  |                          |                   |         |          |  |   |        |   | 
|--------------------------------- | ------------------------ | ----------------- | ------- | -------- |  | - | ------ | - | 
|                                  |                          |                  
|                                  |                          | At September 30, 
|                                  |                          | 2003             
|                                  |                          |                  
|                                  |                          |                   |         | As      
|                                  |                          | Actual            |         | Adjusted
|                                  |                          |                   |         |         
|                                  |                          |                  
|                                  |                          | (unaudited)      
|                                  |                          |                  
|                                  |                          | (Canadian dollars
|                                  |                          |                  
|                                  |                          | in thousands)    
|Cash                              |                          | $                 | 8,317   |          |  | $ |        |  
|                                  |                          |                   |         |          |  |   |        |  
|Revolving credit facility(1)(2)   |                          | $                 | 5,230   |          |  | $ | 5,230  |  
|                                  |                          |                   |         |          |  |   |        |  
|Current portion of long-term debt |                          | $                 | 10,802  |          |  | $ | 10,802 |  
|Long-term debt                    |                          |                   | 27,533  |          |  |   | 27,533 |  
|                                  |                          |                   |         |          |  |   |        |  
|Total long-term debt              |                          |                   | 38,335  |          |  |   | 38,335 |  
|Shareholders equity:             |                          |                   |         |          |  |   |        |  
|Capital stock:                    |                          |                   |         |          |  |   |        |  
|                                  | Class A Voting shares(3) |                   |         | 38,338   |  |   |        |   | 
|Retained earnings                 |                          |                   | 54,080  |          |  |   | 54,080 |  
|Cumulative translation adjustment |                          |                   | (8,148  | )        |  |   | (8,148 | )
|                                  |                          |                   |         |          |  |   |        |  
|Total shareholders equity        |                          |                   | 84,270  |          |  |   |        |  
|                                  |                          |                   |         |          |  |   |        |  
|Total capitalization              |                          | $                 | 122,605 |          |  | $ |        |  
|                                  |                          |                   |         |          |  |   |        |  






|    |                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------
|(1) | We have a revolving credit facility of up to
    $25.0 million.                                             
|   
|(2) | Subsequent to September 30, 2003, we repaid
    the amounts outstanding under our revolving credit facility.
|   
|(3) | Excludes Class A Voting shares reserved for
    issuance on the exercise of stock options.                  

16



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##### 



OUR INDUSTRY

According to estimates made by the American
Trucking Associations and Global Insight (formerly DRI-WEFA),
the United States trucking industry in 2002 accounted for
approximately US$585 billion, or approximately 87% of total
domestic freight transportation revenue. Trucks provide freight
transportation services to virtually every industry operating in
the United States and Canada and generally offer higher levels
of reliability, shipment integrity, and speed than other surface
transportation options. The trucking industry is highly
competitive on the basis of service and price.

The LTL portion of the industry accounted for
approximately US$58 billion of revenue during 2002.
According to the American Trucking Associations and Global
Insight, LTL volume is forecasted to grow in the United States
at an average rate of 3.1% per year through 2008.

LTL carriers transport freight for multiple
customers to multiple destinations on each trailer. This service
requires a network of local pick-up and delivery terminals, hub
facilities, and driver fleets. The LTL business is capital
intensive, and achieving significant density of operations in a
given region can afford a competitive advantage since greater
freight volumes are better able to support fixed costs. We
believe the regional LTL industry offers a favourable operating
model and provides substantial growth opportunities for the
following reasons:



| |   |                                                                                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The trend among shippers toward minimal
    inventories, deferred air freight, and regional distribution has
    increased the demand for next-day and second-day delivery
    service.                       
|
| |  | Regional carriers with sufficient scale and
    freight density to support local terminal networks can offer
    greater service reliability and minimize the costs associated
    with intermediate handling.
|
| |  | Regional carriers are predominately non-union,
    which offers cost savings, greater flexibility, and a lower
    likelihood of service disruptions compared with unionized
    carriers.                    
|
| |  | There has been a reduction of capacity as weaker
    competitors exit the business.                                                                                                                           

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BUSINESS

We are a leading, predominately non-union,
provider of surface transportation and related logistics
services throughout Canada and in 18 states in the central and
southern United States (the Central States). Our
business consists of: (1) less-than-truckload services
(LTL), (2) logistics services, and
(3) truckload services. These services are provided by
stand-alone business units. Depending on a customers
needs, the units can operate independently or in a complementary
manner. For the year ended December 31, 2002, we had
revenues of approximately Cdn$476.0 million, and for the
nine months ended September 30, 2003, we had revenues of
approximately Cdn$349.0 million.

LTL Services

Our LTL business represented approximately 79.7%
and 81.5% of our revenue for the year ended December 31,
2002 and for the nine months ended September 30, 2003,
respectively. Within the United States, we operate primarily
within the Central States and deliver approximately 90% of our
freight shipments within one or two days. In addition, we offer
our services to the other regions in the United States (other
than Alaska and Hawaii) through our strategic relationships with
New England Motor Freight Inc. and SAIA Motor Freight Line Inc.
Our US LTL regional business represented approximately 49.6% and
48.0% of our revenues for the year ended December 31, 2002
and for the nine months ended September 30, 2003,
respectively. Within Canada, we provide next-day service within
Ontario and Quebec and parts of western Canada, and generate
most of our revenue from the movement of LTL freight within the
three to five day east/west lanes. Most of our trans-Canada
freight is shipped by rail under an intermodal
agreement with CN Rail, under which our containers are loaded
onto CN Rail cars and shipped to various points where our
network of owner operators pick up and deliver the freight to
various destinations. Our Canadian LTL business represented
approximately 30.1% and 33.5% of our revenues for the year ended
December 31, 2002 and for the nine months ended
September 30, 2003, respectively. We believe that we are
able to efficiently deliver freight using, in our belief, the
largest, non-railroad owned fleet of intermodal containers in
Canada and by using our network of owner operators for the
pick-up and delivery segment of the shipment.

We have grown organically and made strategic
acquisitions to build a comprehensive LTL network throughout
Canada and in the Central States. The LTL segment consists of
two main business units: Canadian LTL and US LTL. The main
operating companies within those units are Vitran Express Canada
and Vitran Express US, respectively.



| |                      
| | ---------------------
| | Vitran Express Canada

Within Canada, we provide next-day service within
Ontario and Quebec and parts of western Canada, and generate
most of our revenue from the movement of LTL freight within the
three to five day east/west lanes. We believe that the Canadian
LTL, in conjunction with its 162 owner operators, provides the
most comprehensive LTL services within Canada. The Canadian LTL
business unit consists of four subunits:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Our National Service
    Solutioncovers the entire Canadian
    marketplace and Washington and Oregon. It utilizes 11 terminal
    facilities from Montreal to Vancouver and has contracted agents
    in the eastern provinces of Canada. Within this three to five
    day lane, Canadian LTL utilizes intermodal rail through CN Rail
    to transport primarily Vitran-owned containers from the origin
    to destination city. We believe that among Canadian regional LTL
    companies we have the most significant presence in intermodal
    rail;
|
| |  | Our Expedited Service
    Solutioncovers the same geographic
    area as the National Service Solution. We offer our customers a
    premium service using over-the-road driver teams to provide
    linehaul service. Since we offer to complete these moves in a
    shorter time frame                                                                                                                                                                                                                                                                   

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | than our National Service Solution, we are able
    to charge our customers a higher rate for this service;                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | Our Regional Service
    Solutionoperates in one to two day
    lanes within the Ontario/ Quebec marketplace utilizing our
    trailers to provide linehaul and pick-up and delivery service
    through a terminal network located in seven major cities in the
    two provinces; and                                                                                                                                                                                                                                                                                   
|
| |  | Our Transborder Service
    Solution(inter-regional) provides
    over-the-road service primarily between Canadian LTL and
    Vitrans US LTL business unit in the Central States. This
    is our highest margin and fastest growing service, achieving
    approximately 31% year over year volume growth in the first nine
    months of 2003. In addition, through strategic relationships
    with New England Motor Freight Inc. and SAIA Motor Freight Line
    Inc., we offer transborder freight services to the remainder of
    the continental United States.

Vitran
Express US

Vitran Express US provides primarily regional
next day and second day LTL service throughout the Central
States. The service is provided by road, mostly by company
drivers, which allows US LTL more control in servicing these
time sensitive shipments. As an integral part of its service
solution, US LTL was one of the first regional LTL companies to
offer an unconditional money back service guarantee to its
customers. US LTL also provides an LTL service between the
Central States and 10 states in the Northeast United States as
well the District of Columbia and Puerto Rico, through its
strategic relationship with New England Motor Freight Inc.
Vitran Express US also has a strategic relationship with SAIA
Motor Freight Line Inc., thereby offering transborder freight
services to the remainder of the continental United States.

Vitran Logistics

Our logistics business, which represented
approximately 9.1% and 8.5% of our revenues for the year ended
December 31, 2002 and for the nine months ended
September 30, 2003, respectively, consists of two principal
lines of businesses: (1) supply chain solutions in Canada
and the United States including warehousing, inventory
management and flow-through distribution facilities, and
(2) freight brokerage which coordinates the transport of
truck and container loads from sales offices in Toronto,
Montreal, Los Angeles and Atlanta.

Supply Chain Solutions.Supply chain solutions involve the
transportation and management of goods and the provision of
information about such goods as they pass through the supply
chain from manufacturer to end user. Vitran Logistics role
is to design a supply chain network for a customer, contract
with the necessary suppliers (including Vitran Express US and
Vitran Express Canada), and implement the design and manage the
logistical system. Demand for supply chain services has grown as
businesses outsource the management of the transportation and
distribution function in order to reduce their own logistics
costs, to concentrate on their core business or to improve
customer service.

Our supply chain services unit offers a range of
services in Canada and the United States including warehousing,
inventory management and flow through distribution facilities,
focusing primarily on long-term logistics solutions.

Freight Brokerage.Our freight brokerage unit is
headquartered in Toronto, Ontario, with sales offices in
Toronto, Montreal, Los Angeles, and Atlanta so as to capitalize
on international traffic flows. Vitran Logistics coordinates the
transport of truck and container loads directly from a
customers facility to the customers consignee,
anywhere in North America. The freight brokerage unit offers
both intermodal and highway solutions to clients with any type
of full load requirement. Vitran Logistics supports the movement
of freight through direct computer links with both its carriers
and customers. It provides customers with real-time tracking,
customer support information and expediting as required.

19



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Truckload

Our truckload business, operating as Frontier
Transport Corporation (Frontier), provides truckload
service. Frontier principally utilizes its company-owned
trailing equipment and tractor owner operators. The business is
primarily dry van with a small temperature controlled service
available. Frontier operates out of two terminals, one in
Atlanta, and the other in Indianapolis where the main
administration office is located. Frontier principally delivers
within a 400-mile radius utilizing 246 owner operators with
company-owned or leased trailing fleet.

Company Information

We are incorporated in Ontario, and our
registered and principal office is located at 185 The West Mall,
Suite 701, Toronto, Ontario M9C 5L5. Our telephone
number is (416) 596-7664 and our telecopier number is (416)
596-8039.

Competitive Advantages

We believe we have the following competitive
advantages:

History of Successful Acquisition
Integrations.Our business has grown through a
strategy of selectively identifying, making and integrating
acquisitions. Since our inception in 1983, we have acquired
three major trucking businesses in Canada and two in the United
States. We believe that our management team has the experience
and skill to identify and acquire other companies that will
enhance our business.

LTL Transborder Services.We have invested in a diversified
infrastructure on both sides of the Canada/ United States
border. We believe our ability to provide our customers with
one-stop shopping and premium service provides us
with an advantage over competitors in this rapidly growing area,
which has been our highest margin business.

Experienced Management Team.Our senior management team has an
average of more than 20 years experience in transportation
related industries. We believe initiatives implemented by our
management team have resulted in our improved financial
performance and should position us to realize continued
operational improvements and growth.

Diversified, High-Quality Service
Solutions.We believe that our
diversified infrastructure, including our comprehensive LTL
network across Canada and within the Central States, allows us
to provide freight services solutions to meet a wide range of
customers shipping needs. Our excellent on time service
record allowed us to be one of the first regional LTL companies
in the Central States to offer a money back service guarantee.
The consistency and quality of this service are substantiated by
our average guarantee expense of less than US$8,000 a month
during 2003.

Diverse Customer Base Across North America.For the year ended
December 31, 2002, we derived our revenue from thousands of
customers from a variety of geographic regions and industries in
Canada and the United States. Our largest customer represents
less than 2.0% of our revenues.

Flexible Non-Union Workforce.We believe that our predominantly
non-union workforce provides us with significant advantages over
unionized LTL carriers, including less restrictive work rules
and lower labour costs.

Our Strong Balance Sheet.We believe that our strong balance
sheet will enable us to implement our growth strategy. Since
December 31, 2000, we have reduced our total debt from
approximately $80.3 million to $43.6 million at
September 30, 2003. Our total debt as a percentage of total
capitalization is approximately 35.5%, which allows us the
flexibility to execute our strategy of pursuing acquisitions.

20



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##### 



Growth Strategy

Our overall strategy is to continue to expand,
through a balanced mix of organic and acquisition driven growth,
our Canada/ United States geographic coverage on a regional
basis. Implementation of this strategy requires adherence to our
history of disciplined management, which has allowed us to
achieve approximately 14.0% return on equity over the last five
years, 13.4% in 2002 and, at an annualized rate, 16.0% through
the first nine months of 2003. Key elements of our long-term
growth strategy include:

Pursue Strategic Acquisitions.The LTL industry is fragmented and
is undergoing consolidation. We believe this provides
acquisition opportunities for well capitalized and well managed
LTL operators. Our LTL division provides us with a platform to
participate in this consolidation and is the focus of our
planned future growth. While our first priority is expanding the
geographic footprint of our regional LTL operation, we will also
consider acquisitions that would increase the density of our
existing operations.

Gain Market Share in the LTL Transborder
Business.Our LTL transborder
business has been our highest margin and fastest growing
business. Our infrastructure on both sides of the Canada/ United
States border allows us to provide what we believe is the most
comprehensive service offering in this segment.

Build Revenue Within Our Existing LTL
Infrastructure.The efficiencies
we have realized in our LTL operations have created freight
capacity in our system. We believe that this additional capacity
should enable us to serve additional customers without a
significant increase in fixed costs.

Improve Operating Efficiencies Within Our
LTL Infrastructure.We continually
seek to improve efficiencies within our LTL infrastructure to
reduce rehandling, improve service and reduce cargo claims.
Managements initiatives have resulted in an improvement in
our LTL operating ratio from 96.4% in 2001 to 94.4% for the nine
months ended September 30, 2003.

Capitalize on Cross-Selling Opportunities.We intend to focus on growing
sales outside our core LTL service-base by cross-selling our
logistics services to our LTL customers. We believe that our
existing customers are increasingly seeking one-stop
transportation logistics solutions, and this could generate
additional logistics business as well as drive freight into our
LTL operations.

Infrastructure

Equipment.At
September 30, 2003, we operated a fleet of 666 tractors and
a trailing fleet of approximately 4,600 units. In our US LTL
operation, we generally use new tractors in linehaul operations
for approximately two to four years and then transfer them to
pickup and delivery for the remainder of their useful lives. In
a number of our terminals, tractors perform pickup and delivery
functions during the day and linehaul functions at night in
order to maximize tractor utilization. In our Canadian LTL
operation, we contract with owner operators to provide the
tractors for pick up and delivery and linehaul services.

We primarily use 53 foot dry vans in our pick up
and delivery operations in Canada and the United States.
However, over the course of 2001 and 2002 we converted our US
LTL linehaul fleet to tandem 26 foot pup trailers equipped with
load bars to maximize density and minimize claims issues.

21



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##### 



The chart below shows the breakdown of our fleet
by operating segment at September 30, 2003.

|          |       |          |     |          |  |            |       |         |  |  |     |     |  |  |     |     | 
|--------- | ----- | -------- | --- | -------- |  | ---------- | ----- | ------- |  |  | --- | --- |  |  | --- | --- | 
|Segment   |       | Tractors |     | Trailers |  | Containers |       | Chassis
|          |       |          |     |          |  |            |       |        
|LTL       |       |          | 656 |          |  |            | 2,977 |         |  |  | 357 |     |  |  | 289 |    
|Truckload |       |          |    |          |  |            | 895   |         |  |  |    |     |  |  |    |    
|Logistics |       |          | 10  |          |  |            | 62    |         |  |  |    |     |  |  |    |    
|          |       |          |     |          |  |            |       |         |  |  |     |     |  |  |     |    
|          | Total |          |     | 666      |  |            |       | 3,934   |  |  |     | 357 |  |  |     | 289 | 
|          |       |          |     |          |  |            |       |         |  |  |     |     |  |  |     |    

Terminals and Distribution Facilities.We operate 70 terminals, 15
of which are located in Canada and 55 of which are located in
the United States. Our LTL segment operates 65 terminals
with a total of 1,555 loading doors in the United States and
with a total of 558 loading doors in Canada. The 10 largest
terminals in our LTL segment, in terms of the number of loading
doors, are listed below.

|             |  |       |     |               |  |  |        | 
|------------ |  | ----- | --- | ------------- |  |  | ------ | 
|Terminals    |  | Doors |     | Owned/ Leased
|             |  |       |     |              
|Toronto      |  |       | 132 |               |  |  | Leased | 
|Indianapolis |  |       | 116 |               |  |  | Leased | 
|Montreal     |  |       | 85  |               |  |  | Owned  | 
|Vancouver    |  |       | 85  |               |  |  | Owned  | 
|Chicago      |  |       | 81  |               |  |  | Leased | 
|Winsted      |  |       | 78  |               |  |  | Owned  | 
|Edmonton     |  |       | 69  |               |  |  | Owned  | 
|St. Louis    |  |       | 65  |               |  |  | Leased | 
|Minneapolis  |  |       | 62  |               |  |  | Leased | 
|Calgary      |  |       | 47  |               |  |  | Leased | 

Over the last five years, our Canadian LTL
operation has been transitioning its LTL terminal network from
outmoded railspur boxcar facilities to intermodal facilities to
better facilitate the movement of freight in Canada. The program
is almost complete, and only the Toronto terminal requires
conversion to an intermodal facility. We are waiting for CN
Rails determination of the location of their intermodal
yard before we finalize our new location in Toronto. We
anticipate that the terminal will be constructed and completed
by the end of 2005.

In addition to two warehouse facilities, our
logistics business operates two dedicated flow-through
facilities, one in Canada, and the other in the United States,
for major retailers in the respective markets. Our truckload
business operates two terminals, one in Indianapolis and the
other in Atlanta.

Marketing and Customers.We derive our revenue from
thousands of customers from a variety of geographic regions and
industries in Canada and the United States. Our largest customer
represents less than 2.0% of our revenues. At September 30,
2003, we had a sales staff of 143 employees. We compensate
our sales force with a base salary and a variable compensation
package tailored to their business unit operating environment.

The LTL segment utilizes a computerized freight
costing model to determine the price level that is appropriate
for each particular shipment of freight. When necessary, we
compete to secure revenue by participating in bid solicitations,
provided our customer recognizes us as a core carrier over a
contracted period of time.

In the logistics business we customize each
solution to fit the needs of the customer. Our logistics
operation pursues opportunities that will not only increase the
profitability of that segment but will supplement profitability
in our LTL segment.

22



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The freight brokerage business maintains sales
offices in Toronto, Montreal, Los Angeles and Atlanta, to
capitalize on international traffic flows. The freight brokerage
unit offers both intermodal and over-the-road truckload
solutions to clients.

Employees.At
September 30, 2003, we employed approximately 2,800 full
and part-time employees and contracted with approximately
452 owner operators. The chart below depicts our employees
and owner operators by segment.

|                 |  |                      |       |                 |  |           |     |           |  |           |     |           |  |       |    |   |  |  |       |  |  |  |     |  |  |  |       | 
|---------------- |  | -------------------- | ----- | --------------- |  | --------- | --- | --------- |  | --------- | --- | --------- |  | ----- | -- | - |  |  | ----- |  |  |  | --- |  |  |  | ----- | 
|                 |  |                      |       |                 |  |           |     |           |  |          
|                 |  | Non-Driver Employees |       | Company Drivers |  |           |     |           |  |          
|                 |  |                      |       |                 |  | Total     |     | Owner     |  |          
|Segment          |  | Full-time            |       | Part-time       |  | Full-time |     | Part-time |  | Employees |     | Operators |  | Total
|                 |  |                      |       |                 |  |           |     |           |  |           |     |           |  |      
|LTL              |  |                      | 1,036 |                 |  |           | 250 |           |  |           | 817 | *         |  |       | 27 | * |  |  | 2,130 |  |  |  | 171 |  |  |  | 2,301 | 
|Logistics        |  |                      | 154   |                 |  |           | 4   |           |  |           | 9   |           |  |       |   |   |  |  | 167   |  |  |  | 35  |  |  |  | 202   | 
|Truckload        |  |                      | 45    |                 |  |           | 1   |           |  |           |    |           |  |       |   |   |  |  | 46    |  |  |  | 246 |  |  |  | 292   | 
|Corporate Office |  |                      | 5     |                 |  |           |    |           |  |           |    |           |  |       |   |   |  |  | 5     |  |  |  |    |  |  |  | 5     | 






|  |                                              
|- | ---------------------------------------------
|* | all are employed in the US LTL business unit.

All of our drivers and owner operators are
required to have valid commercial drivers licenses and
pass our stringent company screening process. Where permitted,
we periodically conduct drug and alcohol screening tests.

Only 131 of our employees are represented by
labour unions. Two of our terminals in Canada operate with
unionized dock workers represented by the International
Brotherhood of Teamsters and the Canadian Autoworkers
Association. We have two collective agreements with our
unionized employees. These agreements expire on March 31,
2008, and on September 30, 2008, respectively.

Information Technology.We use technology to reduce costs,
improve productivity, and enhance our customer service. We allow
our customers to access or exchange information with us via our
website, published web services, electronic data interchange, or
over the telephone. We use sophisticated freight handling
software to maximize our load average, reduce freight handling,
reduce transit times, and improve tracking of shipments through
our system. We have integrated our tracking systems with the
systems maintained by SAIA Motor Freight Lines Inc. and New
England Motor Freight Inc.

Competition.The freight transportation
industry is highly competitive on the basis of both price and
service. We compete with regional, inter-regional and national
LTL carriers and, to a lesser extent, with truckload carriers,
small package carriers, air freight carriers and railroads. We
believe that we are able to compete effectively in our markets
by providing high quality and timely service at competitive
prices. See Risk Factors.

Insurance.In
Canada, we currently carry Cdn$10.0 million of insurance
coverage, with a self-insured retention of Cdn$25,000 per
occurrence for claims resulting from cargo theft or loss,
personal injury, property damage, and physical damage to our
equipment. In the United States, we currently carry
US$25.0 million of insurance coverage, with a self-insured
retention of US$350,000 per occurrence for claims resulting from
cargo theft or loss, personal injury, property damage, and
physical damage to our equipment. We believe that our policy of
self-insuring up to set limits, together with our safety and
loss prevention programs, are effective means of managing
insurance costs.

23



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DESCRIPTION OF SHARE CAPITAL

Our authorized capital consists of an unlimited
number of Class A Voting shares, Class B Non-Voting
shares and first preference shares, issuable in series. At
November 24, 2003, there were 9,794,278 Class A Voting
shares issued and outstanding and there were no Class B
Non-Voting shares or first preference shares issued and
outstanding. The holders of the Class A Voting shares are
entitled to one vote for each Class A Voting share on all
matters voted on at any meetings of our shareholders, to any
dividends that may be declared by our board of directors thereon
and, in the event of the liquidation, dissolution or winding up
of our company, will be entitled to receive our remaining
property.

Our board of directors is authorized to determine
the rights and restrictions to be attached to our first
preference shares. We intend to request shareholder approval at
our next annual meeting to amend our articles, to eliminate from
our authorized capital the Class B Non-Voting shares and
the first preference shares so that our authorized capital will
consist only of an unlimited number of Class A Voting
shares.

24



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UNDERWRITING

Pursuant to an underwriting agreement
dated                     ,
2003 (the Underwriting Agreement), between us and
each of the Underwriters named below, we have agreed to sell,
and the Underwriters have severally agreed to purchase, the
following number of Class A Voting shares listed opposite
their names below:

|                      |                        |                  |           |  | 
|--------------------- | ---------------------- | ---------------- | --------- |  | 
|                      |                        | Number of Shares
|                      |                        |                 
|US Underwriters       |                        |                  |           | 
|                      | Avondale Partners, LLC |                  |           |  | 
|                      | Stephens Inc.          |                  |           |  | 
|Canadian Underwriters |                        |                  |           | 
|                      | Orion Securities Inc.  |                  |           |  | 
|                      | Paradigm Capital Inc.  |                  |           |  | 
|                      |                        |                  |           | 
|Total                 |                        |                  | 2,000,000 | 
|                      |                        |                  |           | 

Subject to certain conditions in the Underwriting
Agreement, the Underwriters are committed to take and pay in
cash to us, against delivery of the global certificate
representing the Class A Voting shares, for all of the
Class A Voting shares being offered, if any are taken. The
obligations of the Underwriters under the Underwriting Agreement
may be terminated at their discretion upon the occurrence of
certain stated events, including the occurrence of an event
which seriously adversely affects the Canadian or United States
financial markets.

The Underwriters are offering the Class A
Voting shares, subject to prior sale, when, as and if issued to,
and accepted by them, subject to approval of legal matters by
their counsel, including the validity of the issuance of the
Class A Voting shares, and other conditions contained in
the Underwriting Agreement, such as the receipt by the
Underwriters of officers certificates and legal opinions.
The Underwriters reserve the right to withdraw, cancel or modify
offers to the public and to reject orders in whole or in part.

We have granted to the Underwriters an option,
exercisable for 30 days from the date of this prospectus,
to purchase up to an aggregate of 300,000 additional
Class A Voting shares at the public offering price listed
on the cover page of this prospectus, less underwriting
commission. The Underwriters may exercise this option solely for
the purpose of covering over-allotments, if any, made in
connection with the offering of the Class A Voting shares
offered by this prospectus. To the extent this option is
exercised, each Underwriter will become obligated, subject to
certain conditions, to purchase approximately the same
percentage of the additional Class A Voting shares as the
number listed next to the Underwriters name in the
preceding table bears to the total number of Class A voting
shares listed next to the names of all Underwriters in the
preceding table. This prospectus registers and qualifies both
the grant of the over-allotment option and the distribution of
any of our Class A voting shares that are issued pursuant
to the exercise of the over-allotment option.

We and certain of our directors and officers have
agreed that, without the prior written consent of the
Underwriters, we and they will not, during the period ending
90 days after the date of this prospectus, subject to
limited exceptions: (a) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant
to purchase, or otherwise transfer or dispose of, directly or
indirectly, any Class A Voting shares or any securities
convertible into or exercisable or exchangeable for Class A
Voting shares including, without limitation, Class A Voting
shares or securities convertible into or exercisable or
exchangeable for Class A Voting shares which may be deemed
to be beneficially owned by such person in accordance with the
rules and regulations of the SEC; or (b) enter into any
swap or other arrangement that transfers all or a portion of the
economic consequences associated with ownership of the
Class A Voting shares, whether any such transaction
described

25



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##### 



in clause (a) or (b) is to be settled
by delivery of Class A Voting shares or such other
securities, in cash or otherwise. The foregoing sentence will
not apply to the transfer of any Class A Voting shares
(a) pursuant to the Underwriting Agreement,
(b) pursuant to our stock option plans, and (c) upon
the exercise of outstanding warrants or the conversion or
exchange of convertible or exchangeable securities outstanding
on the date of this prospectus.


This offering is being made concurrently in the
United States and in all of the provinces of Canada pursuant to
the Multi-Jurisdictional Disclosure System implemented by the
securities regulatory authorities in the United States and
Canada. The Class A Voting shares will be offered in the
United States and Canada through the Underwriters either
directly or through their respective US or Canadian registered
broker-dealer affiliates. Subject to applicable law, the
Underwriters may offer the Class A Voting shares outside of
the United States and Canada.

The following table shows the public offering
price, underwriting commissions and proceeds before our
expenses. The information assumes either no exercise or full
exercise by the Underwriters of their over-allotment option:

|                                 |  |           |  |                |  |             |  |  |  |  |  | 
|-------------------------------- |  | --------- |  | -------------- |  | ----------- |  |  |  |  |  | 
|                                 |  | Per Share |  | Without Option |  | With Option
|                                 |  |           |  |                |  |            
|Public offering price            |  |           |  |                |  |             |  |  |  |  |  | 
|Underwriting commissions         |  |           |  |                |  |             |  |  |  |  |  | 
|Proceeds, before expenses, to us |  |           |  |                |  |             |  |  |  |  |  | 

We estimate that our share of the total expenses
of this offering, excluding underwriting commissions, will be
approximately
$                    (US$                    ).

Pursuant to policy statements of the relevant
securities commissions and SEC rules, the Underwriters may not,
throughout the period of distribution under this prospectus, bid
for or purchase Class A Voting shares. The foregoing
restriction is subject to certain exceptions, as long as the bid
or purchase is not engaged in for the purpose of creating actual
or apparent active trading in or raising the price of such
securities. These exceptions include a bid or purchase permitted
under the by-laws and rules of the TSX and AMEX and SEC rules
relating to market stabilization and passive market making
activities and a bid or purchase made to and on behalf of a
customer where the order was not solicited during the period of
distribution. Pursuant to the first-mentioned exception, in
connection with this offering, the Underwriters may effect
transactions which stabilize or maintain the market price of the
Class A Voting shares at levels other than those which may
otherwise prevail on the open market. Such transactions, if
commenced, may be discontinued at any time.

We have agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the US
Securities Act of 1933, as amended, and Canadian securities laws
or to contribute to payments the Underwriters may be required to
make because of any of those liabilities.

The offering price of the Class A Voting
shares to be distributed pursuant to this prospectus was
determined by negotiation between us and the Underwriters. We
have applied to list the Class A voting shares offered
hereby on the TSX and the AMEX. Listing will be subject to us
fulfilling all of the listing requirements of the TSX and AMEX.

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CERTAIN INCOME TAX CONSIDERATIONS

Certain Canadian Federal Income Tax
Considerations For Canadian Residents

The following is a summary of the principal
Canadian federal income tax considerations generally applicable
to a purchaser who acquires Class A Voting shares pursuant
to this prospectus who, for the purposes of the Income Tax
Act (Canada) (the Tax Act), and at all relevant
times, is or is deemed to be resident in Canada, deals at
arms length with and is not affiliated with us or a
subsequent purchaser of Class A Voting shares, and holds or
will hold the Class A Voting shares as capital property (a
Canadian Holder). Canadian Holders whose
Class A Voting shares do not otherwise qualify as capital
property may, in certain circumstances, make an irrevocable
election under subsection 39(4) of the Tax Act to have
their Class A Voting shares and every Canadian
security (as defined in the Tax Act) owned by them in the
taxation year of the election, and in all subsequent years,
deemed to be capital property.

The Tax Act contains certain provisions (the
Mark-to-Market Rules) relating to securities held by
certain financial institutions, registered securities dealers
and corporations controlled by one or more of the foregoing.
This summary does not take into account the Mark-to-Market
Rules, and taxpayers that are financial institutions
as defined for the purpose of the Mark-to-Market Rules should
consult their own tax advisors.

This summary is based upon the current provisions
of the Tax Act and regulations thereunder in force as at the
date hereof, specific proposals to amend the Tax Act or
regulations thereunder that have been publicly announced by the
Minister of Finance (Canada) prior to the date hereof (the
Proposed Amendments) and current administrative
practices published by the Canada Customs and Revenue Agency.
Except as otherwise indicated, this summary does not take into
account or anticipate any other changes in the law or
administrative practice, whether by judicial, governmental or
legislative action or decision, nor does it take into account
provincial, territorial or foreign tax laws or considerations,
which might differ significantly from those discussed herein. No
assurance can be given that the Proposed Amendments will be
enacted or that they will be enacted in the form announced by
the Minister of Finance (Canada).

This summary is of a general nature only and
is not intended to be, nor should it be construed to be, legal
or tax advice to any particular purchaser. This summary is not
exhaustive of all possible income tax considerations under the
Tax Act that may affect a purchaser. Accordingly, prospective
purchasers of Class A Voting shares offered by this
prospectus should consult their own tax advisors with respect to
their particular circumstances.

Taxation of
Dividends

Dividends received on Class A Voting shares
by a Canadian Holder who is an individual will be included in
the Canadian Holders income and be subject to the gross-up
and dividend tax credit rules normally applicable to taxable
dividends received by an individual from taxable Canadian
corporations. Taxable dividends received by an individual may
give rise to alternative minimum tax under the Tax Act,
depending on the individuals circumstances.

Dividends received by a Canadian Holder that is a
corporation will be included in income and will normally be
deductible in computing such corporations taxable income.
A corporation which is a private corporation for the purposes of
the Tax Act may be liable to pay a refundable tax of
33 1/3% on dividends received or deemed to be received to
the extent that such dividends are deductible in computing the
corporations income. Canadian Holders to whom these rules
may be relevant should consult their own tax advisors.

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Disposition
of Class A Voting Shares

In general, a disposition, or a deemed
disposition, of a Class A Voting share will give rise to a
capital gain (or a capital loss) equal to the amount by which
the proceeds of disposition of the Class A Voting share,
net of any reasonable costs of disposition, exceed (or are less
than) the adjusted cost base to the holder of the Class A
Voting share. In the event a Canadian Holder who acquires
Class A Voting shares also holds other of our Class A
Voting shares, the adjusted cost base will be determined by
averaging the cost of the Class A Voting shares with the
adjusted cost base of all other Class A Voting shares then
held by that Canadian Holder.

Generally, one-half of a capital gain must be
included in income as a taxable capital gain and one-half of a
capital loss is an allowable capital loss. An allowable capital
loss realized in a year generally may be deducted by the
Canadian Holder in computing income to the extent of any taxable
capital gains realized in the year of disposition. Any allowable
capital loss not deductible in the year of disposition generally
may be carried back and deducted against taxable capital gains
in any of the three preceding years or carried forward and
deducted against taxable capital gains in any subsequent year
(in accordance with the rules contained in the Tax Act). Capital
gains realized by an individual will be relevant in computing
possible liability for the alternative minimum tax.

The amount of any capital loss realized on the
disposition or deemed disposition of a Class A Voting share
by a Canadian Holder that is a corporation may be reduced by the
amount of dividends received or deemed to have been received by
it on the Class A Voting share to the extent and in the
circumstances prescribed by the Tax Act. Similar rules may apply
where a Canadian Holder that is a corporation is a member of a
partnership or a beneficiary of a trust that owns Class A
Voting shares and where a trust is a member of a partnership or
a partnership or trust is a beneficiary of a trust. Canadian
Holder to whom these rules may be relevant should consult their
own tax advisors.

A Canadian Holder that is a
Canadian-controlled private corporation (as defined
in the Tax Act) may be liable to pay an additional refundable
tax of 6 2/3% on certain investment income, including
amounts in respect of taxable capital gains (but not dividends
or deemed dividends deductible in computing taxable income).

Certain Canadian Federal Income Tax
Information For United States Residents

The following summarizes the principal Canadian
federal income tax considerations generally applicable to a
holder of Class A Voting shares acquired pursuant to this
prospectus (a) who, for the purposes of the Tax Act at all
relevant times, is not resident in Canada, deals at arms
length and is not affiliated with us, holds the Class A
Voting shares as capital property and does not use or hold the
Class A Voting shares in the course of carrying on, or
otherwise in connection with, a business in Canada, is not a
non-resident insurer for the purposes of the Tax Act, and
(b) who, for the purposes of the Canada-United States
Income Tax Convention (the Treaty), is a
resident of the United States, has never been a resident of
Canada, has not held or used (and does not hold or use)
Class A Voting shares in connection with a permanent
establishment or fixed base in Canada, and who otherwise
qualifies for the full benefits of the Treaty. Class A
Voting shares will generally be considered to be capital
property to a holder unless such shares are held in the course
of carrying on a business, or in an adventure or concern in the
nature of trade. Holders who meet all such criteria in
clauses (a) and (b) are referred to herein as a
US Holder or US Holders, and this
summary only addresses such US Holders. The summary does not
deal with special situations, such as particular circumstances
of traders or dealers, limited liability companies, tax-exempt
entities, insurers, financial institutions (including those to
which the Mark-to-Market Rules apply), or other holders who do
not meet the criteria in clauses (a) and (b) above.

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This summary is based on the current provisions
of the Tax Act and the regulations thereunder, all Proposed
Amendments publicly announced by the Minister of Finance
(Canada) prior to the date hereof, the current provisions of the
Treaty and the current published administrative practices of the
Canada Customs and Revenue Agency. It has been assumed that the
Proposed Amendments will be enacted as proposed and that there
will be no other relevant change in any governing law, the
Treaty or administrative practice, although no assurance can be
given in these respects. The summary does not take into account
provincial, territorial, US or other foreign income tax
considerations, which may differ significantly from those
discussed herein.

This summary is not exhaustive of all possible
Canadian income tax consequences. It is not intended as legal or
tax advice to any particular holder of Class A Voting
shares and should not be so construed. The tax consequences to
any particular holder of Class A Voting shares will vary
according to the status of that holder as an individual, trust,
corporation or member of a partnership, the jurisdictions in
which that holder is subject to taxation and, generally, that
holders particular circumstances. Each holder should
consult the holders own tax advisor with respect to the
income tax consequences applicable to the holders own
particular circumstances.

Dividends

Dividends paid or credited or deemed to be paid
or credited by us to a US Holder are subject to Canadian
withholding tax. Under the Treaty, the rate of withholding tax
on dividends paid or credited to a US Holder is generally
limited to 15% of the gross dividend. This rate is reduced to 5%
in the case of a US Holder that is a corporation that owns at
least 10% of our voting shares.

Dispositions

A US Holder is not subject to tax under the Tax
Act in respect of a capital gain realized on the disposition of
a Class A Voting share unless the share is taxable
Canadian property to the holder thereof, and even then
only if the US Holder is not entitled to relief under the Treaty.

A Class A Voting share will be taxable
Canadian property to a US Holder at a time when it is listed on
a prescribed stock exchange (which includes the TSX and AMEX)
only if, at any time during the 60-month period ending at the
time of disposition, the US Holder or persons with whom the US
Holder did not deal at arms length (or the US Holder
together with such persons) owned 25% or more of the issued
shares of any class or series of our shares. In the case of a US
Holder to whom Class A Voting shares represent taxable
Canadian property, no tax under the Tax Act will be payable on a
capital gain realized on a disposition of such shares by reason
of the Treaty unless the value of such shares is derived
principally from real property situated in Canada. we believe
that the value of the Class A Voting shares is not derived
principally from real property situated in Canada, and that no
tax will be payable under the Tax Act on a capital gain realized
by a US Holder on a disposition of Class A Voting shares.

Certain United States Federal Income Tax
Information

The following summary describes certain US
federal income tax considerations with respect to the ownership
of Class A Voting shares by US Holders (as defined below
for the purposes of this summary) that we acquired in this
offering. Except where noted, this summary deals only with
Class A Voting shares held as capital assets as defined in
Section 1221 of the Internal Revenue Code of 1986, as
amended (the Code), and does not deal with special
situations, such as those of dealers and traders in securities
or currencies, financial institutions, regulated investment
companies, tax-exempt entities, insurance companies, traders in
securities who elect to mark-to-market their securities, persons
holding Class A Voting shares as part of a hedging,

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integrated, conversion or constructive sale
transaction or a straddle, persons actually or constructively
owning 10% or more of our voting stock, persons who acquired
their Class A Voting shares through the exercise or
cancellation of employee stock options or otherwise as
compensation for services, US expatriates, persons subject to
the alternative minimum tax, or persons whose functional
currency is not the US dollar. This summary does not
address all aspects of US federal income taxation, nor any
estate and gift tax consequences, nor does it address any tax
consequences under any foreign, state or local laws other than
as provided in the sections entitled Certain Canadian
Federal Income Tax Information For Canadian Residents and
Certain Canadian Federal Income Tax Information For United
States Residents. Furthermore, the discussion below is
based upon the provisions of the Code, and existing and proposed
Treasury regulations, rulings, administrative pronouncements,
judicial decisions thereunder, and the Canada  US
Income Tax Treaty as of the date hereof. Such authorities may be
repealed, revoked or modified, possibly with retroactive effect,
so as to result in US federal income tax consequences different
from those discussed below. We have not requested, and will not
request, a ruling from the Internal Revenue Service (the
IRS) with respect to any of the US federal income
tax consequences described below, and as a result, there can be
no assurance that the US IRS will not disagree with or challenge
any of the conclusions described herein.


THE FOLLOWING DISCUSSION IS FOR GENERAL
INFORMATION ONLY AND IS NOT INTENDED TO BE, NOR SHOULD IT BE
CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY HOLDER OR
PROSPECTIVE HOLDER OF CLASS A VOTING SHARES OF THE COMPANY AND
NO OPINION OR REPRESENTATION WITH RESPECT TO THE US FEDERAL
INCOME TAX CONSEQUENCES TO ANY HOLDER OR PROSPECTIVE HOLDER IS
MADE. US HOLDERS AND PERSONS CONSIDERING THE PURCHASE, OWNERSHIP
OR DISPOSITION OF CLASS A VOTING SHARES SHOULD CONSULT THEIR OWN
TAX ADVISORS CONCERNING THE US FEDERAL INCOME OR OTHER TAX
CONSEQUENCES IN LIGHT OF THEIR PARTICULAR SITUATIONS AS WELL AS
ANY STATE OR LOCAL CONSEQUENCE OR ANY CONSEQUENCES ARISING UNDER
THE LAWS OF ANY OTHER TAXING JURISDICTION.

As used in this summary, a US Holder
of Class A Voting shares means a holder that is (a) a
citizen or resident of the United States for US federal income
tax purposes, (b) a corporation, or other entity taxable as
a corporation for US federal income tax purposes, created or
organized in or under the laws of the United States or any
political subdivision thereof (including the states and the
District of Columbia), (c) an estate, the income of which
is subject to US federal income taxation regardless of its
source, (d) a trust if it (1) is subject to the
primary jurisdiction over its administration of a court within
the United States and one or more US persons have the authority
to control all substantial decisions of the trust or
(2) has a valid election in effect under applicable US
Treasury regulations to be treated as a US person (e) any
other person whose worldwide income or gain is otherwise subject
to US federal income taxation on a net income basis, or
(f) a partnership to the extent the interests therein are
owned by any persons described in clauses (a), (b), (c),
(d), or (e) above. If a partnership or other flow-through
entity holds Class A Voting shares, the US federal income
tax treatment of a partner will generally depend upon the status
of the partner or other owner and upon the activities of the
partnership or other flow-through entity. If you are a partner
of a partnership holding Class A Voting shares, you should
consult your tax advisor.

Holders of Class A Voting shares who are not
US holders, sometimes referred to as Non-US Holders,
should also consult their own tax advisors, particularly as to
the applicability of any tax treaty.

Payment of
Dividends

The gross amount of distributions paid to a US
Holder of Class A Voting shares (including amounts withheld
to pay Canadian withholding taxes as described below) will be
treated as

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dividend income to such US Holder, to the extent
paid out of our current or accumulated earnings and profits, as
determined under US federal income tax principles. Such income
will be includable in the gross income of a US Holder on the day
received by the US Holder. In the case of a taxable corporate US
Holder, such dividends will be taxable as ordinary income and
will not be eligible for the corporate dividends received
deduction, which is generally allowed to US corporate
shareholders on dividends received from a domestic corporation.
In the case of an individual US Holder, under recently enacted
tax legislation such dividends will be eligible for a maximum
tax rate of 15% for dividends received before January 1,
2009, provided such holder holds the Class A Voting shares
for at least 60 days and certain other conditions are
satisfied.


The amount of any distribution paid in Canadian
dollars will equal the US dollar value of the Canadian dollars
received calculated by reference to the exchange rate in effect
on the date the dividend is received by the US Holder regardless
of whether the Canadian dollars are converted into US dollars.
If the Canadian dollars received as a distribution are not
converted into US dollars on the date of receipt, a US Holder
will have a basis in the Canadian dollars equal to its US dollar
value on the date of receipt. Any US holder who receives payment
in Canadian dollars and engages in a subsequent conversion or
other disposition of the Canadian dollars may have a foreign
currency exchange gain or loss that would be treated as ordinary
income or loss, and generally will be US source income or loss
for foreign tax credit purposes. US Holders are urged to consult
their own tax advisors concerning the US tax consequences of
acquiring, holding and disposing of Canadian dollars.

Dividends paid to a US Holder will generally be
subject to Canadian withholding taxes equal to 15% of the
dividend amount. A US Holder may be entitled to deduct, or claim
a foreign tax credit for such Canadian taxes, subject to
applicable limitations in the Code. Dividends will be income
from sources outside the United States and generally will be
passive income or financial services
income for purposes of computing the foreign tax credit
allowable to a US Holder. The rules governing the foreign tax
credit are complex, and additional limitations on the credit
apply to individuals receiving dividends from foreign
corporations if the dividends are eligible for the 15% maximum
tax rate on dividends described above. Investors are urged to
consult their tax advisors regarding the availability of the
foreign tax credit under their particular circumstances.

To the extent that the amount of any distribution
exceeds our current and accumulated earnings and profits for a
taxable year, the distribution will first be treated as a
tax-free return of capital, causing a reduction in the adjusted
basis of the Class A Voting shares (thereby increasing the
amount of gain, or decreasing the amount of loss, to be
recognized by the US Holder on a subsequent disposition of the
Class A Voting shares) and any excess will be treated as
capital gain. Such distributions generally will not give rise to
foreign source income for foreign tax credit purposes. We do not
currently maintain calculations of our earnings and profits for
US federal income tax purposes.

A Non-US Holder of Class A Voting shares
generally will not be subject to US federal income tax or
withholding tax on dividends received on Class A Voting
shares unless such income is effectively connected with the
conduct by such Non-US Holder of a trade or business in the US.

Sale or
Exchange of Class A Voting Shares

For US federal income tax purposes, a US Holder
will generally recognize taxable gain or loss on any sale or
exchange of a Class A Voting share in an amount equal to
the difference (if any) between the US dollar value of the
amount realized for the Class A Voting share and the US
Holders adjusted tax basis (determined in US dollars) in
the Class A Voting share. Such gain or loss will be a
capital gain or loss. Capital gains of non-corporate taxpayers,
including individuals, derived with respect to a sale, exchange
or other disposition prior to January 1, 2009 of
Class A Voting shares held for more than one year are
subject to a maximum federal income

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tax rate of 15%. The deductibility of capital
losses is subject to limitations. Any gain or loss recognized by
a US Holder will generally be treated as US source gain or loss
for foreign tax credit limitation purposes.


Other
Rules

Certain special rules, such as the passive
foreign investment company rules, the foreign corporation rules
and the controlled foreign corporation rules apply under certain
circumstances to stock of a non-US issuer. We believe that none
of these rules currently apply to our Class A Voting
shares; however, this conclusion is a factual determination made
annually and thus may be subject to change based on future
changes in the ownership of our stock and our operations.

Information
Reporting and Backup Withholding

In general, information reporting requirements
will apply to dividends paid on and proceeds received on the
sale, exchange or redemption of the Class A Voting shares
that are paid within the United States or through some US
related financial intermediaries to US Holders, and backup
withholding tax, currently at a 28% rate, may apply to such
amounts unless the US Holder is an exempt recipient (such as a
corporation) or provides a taxpayer identification number and
certifies that no loss of exemption from backup withholding has
occurred. In addition, backup withholding may apply if the US
Holder fails to provide an accurate taxpayer identification
number, to report interest and dividends required to be shown on
its federal income tax returns or to comply with applicable
certification requirements. A US Holder who does not provide a
correct taxpayer identification number may be subject to
penalties imposed by the Internal Revenue Service.

Backup withholding is not an additional tax. The
amount of any backup withholding from a payment to a US Holder
will be allowed as a credit against the US Holders federal
income tax liability, and a US Holder may obtain a refund of any
excess amounts withhold under the backup withholding rules by
filing the appropriate claim for refund with the IRS.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration
statement on Form F-10 under the US Securities Act of 1933,
as amended, relating to the Class A Voting shares offered
by this prospectus. This prospectus, which forms part of the
registration statement, does not contain all of the information
included in the registration statement. Some information is
omitted and you should refer to the registration statement and
its exhibits.

You may review a copy of the registration
statement, including the exhibits and documents filed with it,
as well as any reports, statements or other information we file
in the future with the SEC at the SECs public reference
facilities in Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. You may also obtain
copies of these materials from the Public Reference Section of
the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. You may
call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. These filings are also electronically
available from the SECs Electronic Document Gathering and
Retrieval System (http://www.sec.gov), which is commonly
known by the acronym EDGAR, as well as from
commercial document retrieval services.

We are required to file reports under the US
Securities Exchange Act of 1934, as amended (the Exchange
Act), and other information with the SEC. Under a
Multi-Jurisdictional Disclosure System adopted by the United
States, such reports and other information may be prepared in
accordance with the disclosure requirements of Canada, which
requirements are different from those of the United States. In
addition, we are subject to the filing requirements prescribed
by the securities legislation of all Canadian provinces. You are
invited to read and copy any reports, statements or other
information that we file with the Canadian provincial securities
commissions or other similar regulatory authorities at their
respective public reference rooms. These filings are also
electronically available from the Canadian System for Electronic
Document Analysis and Retrieval (http://www.sedar.com),
which is commonly known by the acronym SEDAR. SEDAR
is the Canadian equivalent of the SECs EDGAR system.
Reports and other information about us should also be available
for inspection at the offices of the TSX and the AMEX.

Our annual reports are available within
140 days of the end of each fiscal year and will contain
our audited consolidated financial statements. We also make
available quarterly reports containing unaudited summary
consolidated financial information for each of the first three
fiscal quarters. We prepare these financial statements in
accordance with Canadian GAAP and include a reconciliation to
US GAAP in the notes to our annual consolidated financial
statements. As a foreign private issuer under the
Exchange Act, we are exempt from provisions of the Exchange Act
which require us to provide proxy statements in prescribed form
to shareholders and which relate to short swing profit reporting
and liability.

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ENFORCEMENT OF CIVIL LIABILITIES

We are a Canadian corporation, and some of our
assets and operations are located, and some of our revenues are
derived, outside the United States. In addition, a majority of
our directors and officers are residents of Canada and all or a
substantial portion of the assets of those directors and
officers are or may be located outside the United States. As a
result, it may not be possible for investors to effect service
of process within the United States upon those persons, or to
enforce against them judgements obtained in United States
courts, including judgements predicated upon the civil liability
provisions of United States federal and state securities laws.

AUDITORS, TRANSFER AGENT AND
REGISTRAR

Our auditors are KPMG LLP, chartered accountants,
located at Toronto, Ontario. Computershare Trust Company of
Canada is the Canadian transfer agent and registrar for our
Class A Voting shares. Computershare Trust Company, Inc. is
the US transfer agent and registrar for our Class A Voting
shares.

LEGAL MATTERS

Certain legal matters in connection with the
offering will be passed upon on our behalf by Lang Michener LLP
(Canadian counsel) and Paul, Weiss, Rifkind, Wharton &
Garrison LLP (US counsel) and on behalf of the Underwriters by
Wildeboer Rand Thomson Apps & Dellelce, LLP (Canadian
counsel) and Stokes Bartholomew Evans & Petree, P.A.
(US counsel). As of November 25, 2003, the partners and
associates of Lang Michener LLP (other than Albert Gnat) and
Wildeboer Rand Thomson Apps & Dellelce, LLP
beneficially owned, directly or indirectly, less than 1% of any
class of securities of Vitran or any associated party or
affiliate of Vitran. Albert Gnat, Q.C., a senior partner of Lang
Michener LLP and a member of our board of directors owns,
directly or indirectly, 252,421 Class A Voting shares.

DOCUMENTS FILED AS PART OF THE REGISTRATION
STATEMENT

The following documents have been or will be
filed with the SEC as part of the registration statement of
which this prospectus forms a part: (i) the documents
referred to in the first paragraph under Documents
Incorporated by Reference; (ii) the form of the
underwriting agreement; (iii) the consent of KPMG LLP, our
auditors; and (iv) powers of attorney from our directors
and officers. You can obtain copies of the documents which have
been filed as part of the registration statement without charge
from our Chief Financial Officer, 185 The West Mall,
Suite 701, Toronto, Ontario, M9C 5L5,
Tel: 416-596-7664.

INDEPENDENT CHARTERED ACCOUNTANTS

Our consolidated balance sheets at
December 31, 2002 and 2001 and our consolidated statements
of income, deficit and cash flows for the years ended
December 31, 2002 and 2001, incorporated by reference
herein, have been audited by KPMG LLP as indicated in their
report incorporated by reference herein.

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INDEX TO FINANCIAL STATEMENTS

|                                                                                                                  |  |      |      | 
|----------------------------------------------------------------------------------------------------------------- |  | ---- | ---- | 
|                                                                                                                  |  | Page
|                                                                                                                  |  |     
|Management Discussion and Analysis for the period
    ended September 30, 2003                                    |  |      | F-2  | 
|Unaudited Consolidated Statements of Income and
    Retained Earnings for the period ended
    September 30, 2003 |  |      | F-7  | 
|Unaudited Consolidated Balance Sheets as at
    September 30, 2003 and December 31, 2002                          |  |      | F-8  | 
|Unaudited Consolidated Statements of Cash Flow
    for the period ended September 30, 2003                        |  |      | F-9  | 
|Notes to the Unaudited Consolidated Financial
    Statements                                                      |  |      | F-10 | 

F-1



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THIRD QUARTER 2003

For the period ended September 30,
2003

Management Discussion and Analysis

This interim Management Discussion and Analysis
(MD&A) should be read in conjunction with the
Companys September 30, 2003 third quarter financial
statements and the 2002 Annual MD&A document that forms part
of the Vitran 2002 Annual Report.

Overview

Vitrans net income for the three months
ended September 30, 2003 was the highest on record and
represents the eighth consecutive quarter Vitrans
consolidated earnings per share have increased compared to the
prior year quarter. Earnings per share for the 2003 third
quarter grew to $0.44 per share basic ($0.41 diluted) from $0.38
per share basic ($0.37 diluted) a year ago. For the nine-month
period ended September 30, 2003 earnings of $1.05 per share
basic ($1.00 diluted) compared to $0.77 per share basic ($0.77
diluted) in the 2002 nine-month period reflect the accumulation
of strengthened quarterly results. The LTL segment improved
income from operations by 5%, while consolidated interest
expense decreased significantly.

Consistent with the trend that started in the
first quarter of 2003, the current quarters results
include the impact of a significantly stronger Canadian dollar
versus the American dollar. Average exchange rates were 1.38 and
1.42 for the 2003 three-month and nine-month periods ended
September 30, 2003 versus 1.58 and 1.57 for the same
periods a year ago. Consequently Vitrans results, reported
in Canadian dollars, were negatively impacted because over two
thirds of the Companys operations are US based. In
addition, the stronger Canadian dollar also negatively impacted
US dollar denominated revenue billed by Canadian subsidiaries,
together with the related US dollar accounts receivable and
cash. An additional factor making the quarter-over-quarter
comparison more challenging this year is the $0.05 basic earning
per share impact of a foreign exchange gain that was generated
in the third quarter of 2002 on the repatriation of capital from
a foreign subsidiary. The Company did not record a similar gain
in 2003.

Consolidated
Results

Revenue for the three-month period ended
September 30, 2003 was $117.1 million compared to
$123.0 million for the same period in 2002. For the quarter
the consolidated revenue was reduced by $10.6 million or
8.6 percent due to a stronger Canadian dollar. Revenue for
the nine-month period was $349.0 million, compared to
$358.8 million for the same period a year ago. Consolidated
revenues for the nine-month period were supported by the LTL
segment, which despite the impact of foreign exchange equaled
the prior year nine-month period, offset by declines in the
logistics and truckload segments. Overall, the Companys
revenues for the nine-month period were reduced by
$24.3 million or 6.8 percent due to a stronger
Canadian dollar. Were it not for the stronger Canadian dollar,
the 2003 third quarter revenue would have been 3.8% higher than
in 2002, and the revenue for the nine months would have been
4.0% higher than in 2002.

Gross profit for the quarter decreased to
$18.5 million compared to $20.4 million for the same
quarter in 2002. For the nine-month period of 2003 gross profit
declined to $52.7 million compared to $59.2 million in
the same period in 2002. The stronger Canadian dollar had the
effect of reducing gross profit by $2.2 million and
$5.0 million for the quarter and nine-month period,
respectively. Increased insurance expenses, healthcare and
workers compensation costs continue to impact the Companys
gross margin.

Selling, general and administrative
(SG&A) expenses for the quarter were down
$1.7 million to $10.5 million, or 8.9% of revenue,
compared to 9.9% of revenue in the same quarter of 2002. For the
nine-month period ended September 30, 2003, SG&A
expenses were

F-2



---



##### 



$31.9 million compared to $38.7 million
for the same period in 2002. The 2002 nine-month results include
the one-time special retirement bonus of $0.8 million
offset by a $0.5 million non-taxable foreign exchange gain.
The stronger Canadian dollar contributed to a decline in
SG&A of $0.8 million and $1.7 million of three and
nine-month periods, respectively. The balance of the reduction
has been driven by ongoing cost controls and the elimination of
discretionary spending.


Income from operations before depreciation
(EBITD)(1) expense was $8.1 million
for the third quarter of 2003 compared to $8.3 million for
the same quarter of 2002. The stronger Canadian dollar had the
effect of reducing EBITD by $1.4 million for the current
quarter compared to the 2002 third quarter. Depreciation expense
for the three-month period was $1.9 million compared to
$2.1 million for the same period a year ago. In spite of
the negative impact of a stronger Canadian dollar on the
Companys income from operations, the consolidated
operating ratio (OR)(2) for the third
quarter improved to 94.7% from 95.0% in the third quarter of
2002. For the nine-month period ended September 30, 2003
the consolidated OR was 95.7% compared to 96.0% for the same
period in 2002. Had the Canadian dollar not strengthened versus
the US dollar, the operating ratio for the three-month and
nine-month periods would have been 94.2% and 95.2%, respectively.

Interest expense net of interest income for the
third quarter and nine-month period ended September 31,
2003 was $0.4 million and $1.6 million compared to
$1.2 million and $4.1 million for the same period
ending September 30, 2002. The decline is attributable to a
reduction in outstanding debt and reduced spread on borrowing as
a result of improved results. As well, the Companys 8.95%
fixed interest rate swap expired on January 26, 2003 and
was not renewed.

Improved profitability resulted in income taxes
for the quarter of $1.5 million compared to
$1.2 million a year ago. For the nine-month period income
taxes were $3.1 million compared to $2.2 million for
the same period a year ago.

Net income for the third quarter of 2003 was
$4.2 million or $0.44 per share basic ($0.41 per share
diluted), exceeding the $0.38 per share basic ($0.37 per share
diluted) posted in the third quarter of 2002. For the nine-month
period ending September 30, 2003 net income was
$10.1 million or $1.05 per share basic ($1.00 per share
diluted) compared to $7.4 million or $0.77 per share basic
and diluted for the period ended September 30, 2002. Per
share basic results are based on 9,541,452 and 9,726,395
weighted average shares outstanding during the 2003 and 2002
nine-month periods. Per share diluted results are based on
10,038,335 and 9,726,395 weighted average shares outstanding
during the comparative nine-month periods.

Segmented
Results

Less-than-truckload
(LTL)

The LTL segment reported revenue of
$95.5 million versus $98.9 million for the comparable
third quarters. The Operating Ratio (OR) improved to
93.4% in the current quarter compared to 94.1% for the 2002
third quarter. Income from operations improved to
$6.3 million from $5.9 million. Revenue and income
from operations for the quarter were both unfavorably affected
by the stronger Canadian dollar that accounted for an
$8.4 million and $1.1 million decline, respectively.
Had there not been a significant change in foreign exchange
rates during the third quarter of 2003 compared to 2002 the LTL
segment would have reported revenue of $103.9 million (a
5.1% improvement over 2002) income from operations of
$7.4 million (a 26.1% improvement over 2002) and an OR of
92.9%. For the nine-month period ended September 30, 2003,
revenue was $284.5 million in line with the year ago
nine-month period. Income from operations for the 2003
nine-month period grew to $16.0 million compared to
$15.2 million in 2002. The stronger Canadian dollar reduced
revenue by $19.2 million and income from operations by
$2.6 million versus a year ago.

F-3



---



##### 



The Canadian LTL unit for the third consecutive
quarter this year exceeded the prior years quarter
results. The unit continues to make market share gains while
maintaining efficiency and cost controls. Revenue increased 8.3%
for the third quarter of 2003 over the third quarter 2002 due to
a 6.7% increase in shipments, a 5.2% increase in tonnage and a
2.9% improvement revenue per hundredweight.

Revenue at the US LTL unit for the three-month
period ended September 30, 2003 increased 2.2%, calculated
in US dollars, compared to the same quarter in 2002. For the
third quarter, compared to the same period a year ago, shipments
increased 1.0%, tonnage increased 1.5% while revenue per
hundredweight improved 0.7%.

Logistics

For the third quarter, revenue at the logistics
segment was down 1.6% to $10.2 million compared to the
third quarter of 2002. The slight decrease is attributable to
the impact of the stronger Canadian dollar offset by gains in
certain units. Revenue declines for the freight brokerage unit
have essentially stabilized compared to the third quarter of
2002 after four quarters of declines arising from the program
that was initiated in the third quarter of 2002 to eliminate
customers providing inadequate profitability. The supply chain
operation recorded a 5.8% increase in revenue at the US unit as
volumes from their dedicated customer increased. The Canadian
supply chain recorded a 23.4% increase in revenue primarily due
to the addition of a new Canadian shoe retail account that began
to come on stream during the quarter.

Truckload

Revenue for the truckload segment, excluding the
impact of foreign exchange, was down 5.3% for the third quarter
of 2003 compared to the same period a year ago. A competitive
Midwestern United States marketplace and flat economic
environment resulted in income from operations of
$0.3 million, $0.2 million less than the prior year
third quarter. However there appears to be positive momentum
going into the fourth quarter as revenue in the latter part of
the quarter showed improved momentum.

Liquidity and
Capital Resources

Cash flow from operations for the nine-month
period before non-cash working capital changes generated
$16.3 million compared to $13.8 million in the prior
year period and $6.8 million for the quarter compared to
$5.9 million in the prior year quarter. Non-cash working
capital consumed $2.3 million in the current quarter and
consumed $0.5 million in the third quarter of 2002.

Interest bearing debt, net of cash on hand of
$8.3 million, decreased by 24.4% to $35.2 million at
September 30, 2003 compared to $46.6 million at
December 31, 2002. Interest bearing debt, net of cash on
hand, as a percentage of total capital, was 29.4% at the end of
the 2003 third quarter compared to 36.2% at December 31,
2002. During the nine-month period ended September 30, 2003
the Company repaid a net $7.4 million of debt. The balance
of the reduction reflects the impact of the stronger Canadian
dollar.

During the third quarter of 2003 the Company
amended its existing Credit Agreement. Under the modified
agreement, the available revolving credit facility was increased
from $10.0 million to $25.0 million, outstanding term
debt was reduced by $5.2 million and the term facility was
extended six months. The Company is required to make quarterly
principal payments totaling US$27.9 million by
August 30, 2006.

Capital expenditures for the third quarter
amounted to $1.1 million compared to $2.0 million in
the same period in 2003. The Company invested primarily in
rolling stock and information technology during the quarter. The
Company did not repurchase Class A Voting shares under its

F-4



---



##### 



normal course issuer bid during the current
quarter but has repurchased $0.9 million for the nine-month
period. During the third quarter and nine-month period the
Company raised $0.9 million and $1.1 million,
respectively, from the issuance of Class A Voting shares
under the Companys stock option plan.


Outlook

Despite a lackluster freight environment in the
U.S. Midwest and the adverse effect of foreign exchange rates on
results, the Company posted a record quarter. Continuing the
trend of improving year-over-year results will depend on
maintaining a focus on efficiency, cost control and market share
gains throughout the Company, coupled with a sustained low
interest rate environment.






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Income from operations before depreciation
    (EBITD) is a non-GAAP financial measure which does
    not have any standardized meaning prescribed by GAAP. EBITD
    represents net income, plus (minus) income tax expense
    (benefit), plus net interest expense, plus loss on sale of fixed
    assets and plus depreciation. We believe EBITD is useful in
    evaluating our operating performance compared to that of other
    companies in our industry, as the calculation of EBITD
    eliminates the effects of financing, income taxes and the
    accounting effects of capital spending, which items may vary for
    different companies for reasons unrelated to overall operating
    performance. When analyzing our operating performance, however,
    investors should use EBITD in addition to, not as an alternative
    for income from operations and net income, as those items are
    defined by GAAP. Investors should also note that our
    presentation of EBITD may not be comparable to similarly titled
    measures used by other companies.

EBITD is calculated in the following manner for
each of the periods presented:

|                             |  |          |       |          |  |          |       |          |  |   |        |  |  |   |        | 
|---------------------------- |  | -------- | ----- | -------- |  | -------- | ----- | -------- |  | - | ------ |  |  | - | ------ | 
|                             |  | Three    |       | Three    |  | Nine     |       | Nine    
|                             |  | months   |       | months   |  | months   |       | months  
|                             |  | ended    |       | ended    |  | ended    |       | ended   
|                             |  | Sept 30, |       | Sept 30, |  | Sept 30, |       | Sept 30,
|                             |  | 2003     |       | 2002     |  | 2003     |       | 2002    
|                             |  |          |       |          |  |          |       |         
|Net income                   |  | $        | 4,192 |          |  | $        | 3,648 |          |  | $ | 10,056 |  |  | $ | 7,449  | 
|Income tax expense           |  |          | 1,524 |          |  |          | 1,240 |          |  |   | 3,079  |  |  |   | 2,245  | 
|Interest expense, net        |  |          | 428   |          |  |          | 1,214 |          |  |   | 1,597  |  |  |   | 4,062  | 
|Loss on sale of fixed assets |  |          | 52    |          |  |          | 63    |          |  |   | 182    |  |  |   | 487    | 
|Depreciation expense         |  |          | 1,877 |          |  |          | 2,094 |          |  |   | 5,804  |  |  |   | 6,289  | 
|                             |  |          |       |          |  |          |       |          |  |   |        |  |  |   |        | 
|EBITD                        |  | $        | 8,073 |          |  | $        | 8,259 |          |  | $ | 20,718 |  |  | $ | 20,532 | 
|                             |  |          |       |          |  |          |       |          |  |   |        |  |  |   |        | 



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Operating Ratio (OR) is a non-GAAP
    financial measure which does not have any standardized meaning
    prescribed by GAAP. OR is the sum of operating expenses,
    selling, general and administrative expenses and depreciation
    expense, divided by revenue. Although OR is not a recognized
    financial measure defined by GAAP, it is a widely recognized
    measure in the transportation industry which we believe provides
    a comparable benchmark for evaluating our performance compared
    to our competitors. Investors should also note that our
    presentation of OR may not be comparable to similarly titled
    measures by other companies.

F-5



---



##### 



|                                             |  |          |         |          |  |          |         |          |  |   |         |  |  |   |         | 
|-------------------------------------------- |  | -------- | ------- | -------- |  | -------- | ------- | -------- |  | - | ------- |  |  | - | ------- | 
|                                             |  | Three    |         | Three    |  | Nine     |         | Nine    
|                                             |  | months   |         | months   |  | months   |         | months  
|                                             |  | ended    |         | ended    |  | ended    |         | ended   
|                                             |  | Sept 30, |         | Sept 30, |  | Sept 30, |         | Sept 30,
|                                             |  | 2003     |         | 2002     |  | 2003     |         | 2002    
|                                             |  |          |         |          |  |          |         |         
|Operating expenses                           |  | $        | 98,593  |          |  | $        | 102,604 |          |  | $ | 296,304 |  |  | $ | 299,602 | 
|Selling, general and administrative expenses |  |          | 10,457  |          |  |          | 12,144  |          |  |   | 31,937  |  |  |   | 38,695  | 
|Depreciation expense                         |  |          | 1,877   |          |  |          | 2,094   |          |  |   | 5,804   |  |  |   | 6,289   | 
|                                             |  |          |         |          |  |          |         |          |  |   |         |  |  |   |         | 
|                                             |  | $        | 110,927 |          |  | $        | 116,842 |          |  | $ | 334,045 |  |  | $ | 344,586 | 
|                                             |  |          |         |          |  |          |         |          |  |   |         |  |  |   |         | 
|Revenue                                      |  | $        | 117,123 |          |  | $        | 123,007 |          |  | $ | 348,959 |  |  | $ | 358,829 | 
|                                             |  |          |         |          |  |          |         |          |  |   |         |  |  |   |         | 
|OR                                           |  |          | 94.7%   |          |  |          | 95.0%   |          |  |   | 95.7%   |  |  |   | 96.0%   | 

F-6



---



##### 



VITRAN CORPORATION INC.

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED
EARNINGS

(Unaudited)


(In thousands of Canadian dollars except for
per share amounts)

|                                                                    |         |               |         |               |  |               |         |               |  |   |         |      |  |   |         |      | 
|------------------------------------------------------------------- | ------- | ------------- | ------- | ------------- |  | ------------- | ------- | ------------- |  | - | ------- | ---- |  | - | ------- | ---- | 
|                                                                    |         | Three months  |         | Three months  |  | Nine months   |         | Nine months  
|                                                                    |         | ended         |         | ended         |  | ended         |         | ended        
|                                                                    |         | Sept 30, 2003 |         | Sept 30, 2002 |  | Sept 30, 2003 |         | Sept 30, 2002
|                                                                    |         |               |         |               |  |               |         |              
|Revenue                                                             |         | $             | 117,123 |               |  | $             | 123,007 |               |  | $ | 348,959 |      |  | $ | 358,829 |     
|Operating expenses                                                  |         |               | 98,593  |               |  |               | 102,604 |               |  |   | 296,304 |      |  |   | 299,602 |     
|                                                                    |         |               |         |               |  |               |         |               |  |   |         |      |  |   |         |     
|Gross profit                                                        |         |               | 18,530  |               |  |               | 20,403  |               |  |   | 52,655  |      |  |   | 59,227  |     
|Selling, general and administrative expenses                        |         |               | 10,457  |               |  |               | 12,144  |               |  |   | 31,937  |      |  |   | 38,695  |     
|                                                                    |         |               |         |               |  |               |         |               |  |   |         |      |  |   |         |     
|Income from operations before depreciation                          |         |               | 8,073   |               |  |               | 8,259   |               |  |   | 20,718  |      |  |   | 20,532  |     
|Depreciation expense                                                |         |               | 1,877   |               |  |               | 2,094   |               |  |   | 5,804   |      |  |   | 6,289   |     
|                                                                    |         |               |         |               |  |               |         |               |  |   |         |      |  |   |         |     
|                                                                    |         |               | 6,196   |               |  |               | 6,165   |               |  |   | 14,914  |      |  |   | 14,243  |     
|Interest expense, net                                               |         |               | (428    | )             |  |               | (1,214  | )             |  |   | (1,597  | )    |  |   | (4,062  | )   
|Loss on sale of fixed assets                                        |         |               | (52     | )             |  |               | (63     | )             |  |   | (182    | )    |  |   | (487    | )   
|                                                                    |         |               |         |               |  |               |         |               |  |   |         |      |  |   |         |     
|                                                                    |         |               | (480    | )             |  |               | (1,277  | )             |  |   | (1,779  | )    |  |   | (4,549  | )   
|Income from operations before income taxes                          |         |               | 5,716   |               |  |               | 4,888   |               |  |   | 13,135  |      |  |   | 9,694   |     
|Income taxes                                                        |         |               | 1,524   |               |  |               | 1,240   |               |  |   | 3,079   |      |  |   | 2,245   |     
|                                                                    |         |               |         |               |  |               |         |               |  |   |         |      |  |   |         |     
|Net income                                                          |         | $             | 4,192   |               |  | $             | 3,648   |               |  | $ | 10,056  |      |  | $ | 7,449   |     
|                                                                    |         |               |         |               |  |               |         |               |  |   |         |      |  |   |         |     
|Retained earnings, beginning of period                              |         | $             | 49,888  |               |  | $             | 37,791  |               |  | $ | 44,528  |      |  | $ | 39,204  |     
|Cost of repurchase of Class A shares in
    excess of book value    |         |               |        |               |  |               | (216    | )             |  |   | (504    | )    |  |   | (634    | )   
|Effect of adoption of new goodwill accounting
    standard (note 3) |         |               |        |               |  |               |        |               |  |   |        |      |  |   | (4,796  | )   
|                                                                    |         |               |         |               |  |               |         |               |  |   |         |      |  |   |         |     
|Retained earnings, end of period                                    |         | $             | 54,080  |               |  | $             | 41,223  |               |  | $ | 54,080  |      |  | $ | 41,223  |     
|                                                                    |         |               |         |               |  |               |         |               |  |   |         |      |  |   |         |     
|Income per share:                                                   |         |               |         |               |  |               |         |               |  |   |         |      |  |   |         |     
|                                                                    | Basic   |               | $       | 0.44          |  |               | $       | 0.38          |  |   | $       | 1.05 |  |   | $       | 0.77 | 
|                                                                    | Diluted |               | $       | 0.41          |  |               | $       | 0.37          |  |   | $       | 1.00 |  |   | $       | 0.77 | 

See accompanying notes to consolidated
financial statements.

F-7



---



##### 



VITRAN CORPORATION INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)


(In thousands of Canadian dollars)

|                                         |                                            |                |         |               |   |   |         |        |  
|---------------------------------------- | ------------------------------------------ | -------------- | ------- | ------------- | - | - | ------- | ------ | -
|                                         |                                            |               
|                                         |                                            | AS AT         
|                                         |                                            |               
|                                         |                                            | Sept. 30, 2003 |         | Dec. 31, 2002
|                                         |                                            |                |         |              
|Assets                                   |                                            |                |         |               |   |   |         |       
|Current assets:                          |                                            |                |         |               |   |   |         |       
|                                         | Cash                                       |                | $       | 8,317         |   |   | $       | 12,624 |  
|                                         | Accounts receivable                        |                |         | 52,256        |   |   |         | 46,748 |  
|                                         | Inventory, deposits and prepaid expenses   |                |         | 8,216         |   |   |         | 9,774  |  
|                                         |                                            |                |         |               |   |   |         |       
|                                         |                                            |                | 68,789  |               |   |   | 69,146  |       
|Fixed assets                             |                                            |                | 42,331  |               |   |   | 48,570  |       
|Future income taxes                      |                                            |                | 51      |               |   |   | 236     |       
|Goodwill (note 3)                        |                                            |                | 60,265  |               |   |   | 69,208  |       
|                                         |                                            |                |         |               |   |   |         |       
|                                         |                                            | $              | 171,436 |               |   | $ | 187,160 |       
|                                         |                                            |                |         |               |   |   |         |       
|Liabilities and Shareholders
    Equity |                                            |                |         |               |   |   |         |       
|Current liabilities:                     |                                            |                |         |               |   |   |         |       
|                                         | Revolving credit facility (note 4)         |                | $       | 5,230         |   |   | $       |       |  
|                                         | Accounts payable and accrued liabilities   |                |         | 40,348        |   |   |         | 43,091 |  
|                                         | Income and other taxes payable             |                |         | 3,253         |   |   |         | 2,747  |  
|                                         | Current portion of long-term debt          |                |         | 10,802        |   |   |         | 11,052 |  
|                                         |                                            |                |         |               |   |   |         |       
|                                         |                                            |                | 59,633  |               |   |   | 56,890  |       
|Long-term debt (note 5)                  |                                            |                | 27,533  |               |   |   | 48,124  |       
|Shareholders equity:                    |                                            |                |         |               |   |   |         |       
|                                         | Capital stock (note 6)                     |                |         | 38,338        |   |   |         | 37,655 |  
|                                         | Retained earnings                          |                |         | 54,080        |   |   |         | 44,528 |  
|                                         | Cumulative translation adjustment (note 2) |                |         | (8,148        | ) |   |         | (37    | )
|                                         |                                            |                |         |               |   |   |         |       
|                                         |                                            |                | 84,270  |               |   |   | 82,146  |       
|                                         |                                            |                |         |               |   |   |         |       
|                                         |                                            | $              | 171,436 |               |   | $ | 187,160 |       
|                                         |                                            |                |         |               |   |   |         |       

See accompanying notes to consolidated
financial statements.

F-8



---



##### 



VITRAN CORPORATION INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)


(In thousands of Canadian dollars)

|                                               |                                               |                               |        |               |       |               |        |               |       |   |         |        |       |   |         |        |       |  
|---------------------------------------------- | --------------------------------------------- | ----------------------------- | ------ | ------------- | ----- | ------------- | ------ | ------------- | ----- | - | ------- | ------ | ----- | - | ------- | ------ | ----- | -
|                                               |                                               | Three months                  |        | Three months  |       | Nine months   |        | Nine months  
|                                               |                                               | ended                         |        | ended         |       | ended         |        | ended        
|                                               |                                               | Sept 30, 2003                 |        | Sept 30, 2002 |       | Sept 30, 2003 |        | Sept 30, 2002
|                                               |                                               |                               |        |               |       |               |        |              
|Cash provided by (used in):                    |                                               |                               |        |               |       |               |        |               |       |   |         |        |       |   |         |       
|Operations:                                    |                                               |                               |        |               |       |               |        |               |       |   |         |        |       |   |         |       
|                                               | Net income                                    |                               | $      | 4,192         |       |               | $      | 3,648         |       |   | $       | 10,056 |       |   | $       | 7,449  |      
|                                               | Items not involving cash from operations:     |                               |        |               |       |               |        |               |       |   |         |        |       |   |         |        |      
|                                               |                                               | Depreciation and amortization |        |               | 1,877 |               |        |               | 2,094 |   |         |        | 5,804 |   |         |        | 6,289 |  
|                                               |                                               | Future income taxes           |        |               | 697   |               |        |               | 67    |   |         |        | 291   |   |         |        | (471  | )
|                                               |                                               | Loss on sale of fixed assets  |        |               | 52    |               |        |               | 63    |   |         |        | 182   |   |         |        | 487   |  
|                                               |                                               |                               |        |               |       |               |        |               |       |   |         |        |       |   |         |       
|                                               |                                               |                               | 6,818  |               |       |               | 5,872  |               |       |   | 16,333  |        |       |   | 13,754  |       
|                                               | Change in non-cash working capital components |                               |        | (2,347        | )     |               |        | (508          | )     |   |         | (6,187 | )     |   |         | (234   | )    
|                                               |                                               |                               |        |               |       |               |        |               |       |   |         |        |       |   |         |       
|                                               |                                               |                               | 4,471  |               |       |               | 5,364  |               |       |   | 10,146  |        |       |   | 13,520  |       
|Investments:                                   |                                               |                               |        |               |       |               |        |               |       |   |         |        |       |   |         |       
|Purchase of fixed assets                       |                                               |                               | (1,094 | )             |       |               | (2,001 | )             |       |   | (3,440  | )      |       |   | (5,567  | )     
|Proceeds on sale of fixed assets               |                                               |                               | 54     |               |       |               | 150    |               |       |   | 475     |        |       |   | 848     |       
|Proceeds on sale of discontinued business      |                                               |                               |       |               |       |               |       |               |       |   |        |        |       |   | 2,685   |       
|                                               |                                               |                               |        |               |       |               |        |               |       |   |         |        |       |   |         |       
|                                               |                                               |                               | (1,040 | )             |       |               | (1,851 | )             |       |   | (2,965  | )      |       |   | (2,034  | )     
|Financing:                                     |                                               |                               |        |               |       |               |        |               |       |   |         |        |       |   |         |       
|Change in revolving credit facility            |                                               |                               | 5,230  |               |       |               | 1,533  |               |       |   | 5,230   |        |       |   | (313    | )     
|Repayment of long-term debt                    |                                               |                               | (7,680 | )             |       |               | (72    | )             |       |   | (12,601 | )      |       |   | (12,851 | )     
|Issue of Class A Voting shares                 |                                               |                               | 878    |               |       |               |       |               |       |   | 1,105   |        |       |   | 51      |       
|Repurchase of Class A Voting shares            |                                               |                               |       |               |       |               | (431   | )             |       |   | (926    | )      |       |   | (1,723  | )     
|                                               |                                               |                               |        |               |       |               |        |               |       |   |         |        |       |   |         |       
|                                               |                                               |                               | (1,572 | )             |       |               | 1,030  |               |       |   | (7,192  | )      |       |   | (14,836 | )     
|Effect of translation adjustment on cash       |                                               |                               | 176    |               |       |               | 447    |               |       |   | (4,296  | )      |       |   | (1,057  | )     
|                                               |                                               |                               |        |               |       |               |        |               |       |   |         |        |       |   |         |       
|Increase (decrease) in cash position           |                                               |                               | 2,035  |               |       |               | 4,990  |               |       |   | (4,307  | )      |       |   | (4,407  | )     
|Cash position, beginning of period             |                                               |                               | 6,282  |               |       |               | 3,482  |               |       |   | 12,624  |        |       |   | 12,879  |       
|                                               |                                               |                               |        |               |       |               |        |               |       |   |         |        |       |   |         |       
|Cash position, end of period                   |                                               | $                             | 8,317  |               |       | $             | 8,472  |               |       | $ | 8,317   |        |       | $ | 8,472   |       
|                                               |                                               |                               |        |               |       |               |        |               |       |   |         |        |       |   |         |       
|Change in non-cash working capital components: |                                               |                               |        |               |       |               |        |               |       |   |         |        |       |   |         |       
|                                               | Accounts receivable                           |                               | $      | (2,768        | )     |               | $      | (2,252        | )     |   | $       | (5,508 | )     |   | $       | (5,870 | )    
|                                               | Inventory, deposits and prepaid expenses      |                               |        | (1,289        | )     |               |        | (1,531        | )     |   |         | 1,558  |       |   |         | (1,667 | )    
|                                               | Income and other taxes recoverable/ payable   |                               |        | 193           |       |               |        | 1,534         |       |   |         | 506    |       |   |         | 796    |      
|                                               | Accounts payable and accrued liabilities      |                               |        | 1,517         |       |               |        | 1,741         |       |   |         | (2,743 | )     |   |         | 6,507  |      
|                                               |                                               |                               |        |               |       |               |        |               |       |   |         |        |       |   |         |       
|                                               |                                               | $                             | (2,347 | )             |       | $             | (508   | )             |       | $ | (6,187  | )      |       | $ | (234    | )     
|                                               |                                               |                               |        |               |       |               |        |               |       |   |         |        |       |   |         |       

See accompanying notes to consolidated
financial statements.

F-9



---



##### 



Notes

(Unaudited)


(In thousands of Canadian dollars except for
per share amounts)

1.  Accounting Policies



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The interim consolidated financial statements
    have been prepared in accordance with Canadian generally
    accepted accounting principles and follow the same accounting
    principles and methods of application as the most recent annual
    consolidated financial statements. The interim consolidated
    financial statements do not contain all the disclosures required
    by Canadian generally accepted accounting principles and should
    be read in conjunction with the Companys annual
    consolidated financial statement included in the 2002 Annual
    Report. These unaudited interim financial statements reflect all
    adjustments which are, in the opinion of management, necessary
    to a fair presentation of the results of the interim period
    presented.

2.  Foreign Currency
Translation



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The assets and liabilities denominated in a
    foreign currency of self-sustaining foreign operations are
    translated into Canadian dollars at exchange rates in effect at
    the balance sheet date. Revenue and expense items are translated
    at average exchange rates prevailing during the period. The
    resulting translation gains and losses are accumulated in a
    separate component of shareholders equity. Certain of the
    Corporations foreign currency-denominated debt acts as a
    hedge to the foreign currency exposure generated by the
    self-sustaining foreign operations. As such, the translation
    gains and losses related to this debt are also accumulated in
    the separate component of shareholders equity. As a result
    of the significant strengthening of the Canadian dollar during
    2003, the cumulative foreign currency adjustment account has
    moved from an unrealized loss of $37,000 at December 31,
    2002 to an unrealized loss of $8.1 million at
    September 30, 2003.

3.  Goodwill



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Effective January 1, 2002, the Corporation
    adopted the Canadian Institute of Chartered Accountants
    (CICA) new accounting standard for goodwill and
    other intangible assets. The Corporation no longer amortizes
    goodwill but annually compares the fair value of its reporting
    units to the carrying value to determine if an impairment loss
    has occurred.                                                                                                                                                                                                                                                                                                                          
|
| | As at June 30, 2002, the Corporation
    completed its initial goodwill impairment test and concluded
    that impairment existed. As at September 30, 2002, this was
    quantified and recognized as a change in accounting policy and
    charged to opening retained earnings as of January 1, 2002.
    Charges of $1.3 million and $3.5 million,
    respectively, were recorded in the Freight Brokerage and the
    Truckload reporting units to adjust the carrying value of
    goodwill for each reporting unit to its implied fair value. Such
    amount has been reflected as a direct charge to retained
    earnings effective January 1, 2002 without restatement of
    prior period figures.
|
| | As at September 30, 2003 the Corporation
    completed its annual goodwill impairment test and concluded that
    there was no impairment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

4.  Revolving Credit
Facility



| |                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Corporation has a revolving credit facility
    of up to $25.0 million, which may be drawn in the form of
    Bankers Acceptances, Prime Rate Loans, Base Rate Canada
    Loans and LIBOR loans, each subject to specific provisions. The
    term credit facility is secured by accounts receivable and
    general security agreements of the Corporation and of its
    subsidiaries.

F-10



---



##### 



Notes  (Continued)


(Unaudited)


(In thousands of Canadian dollars except for
per share amounts)



| |                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Corporation has drawn US$3.9 million
    under the facility and has letters of credit amounting to
    $3.0 million outstanding at September 30, 2003.

5.  Long-Term Debt

|                              |  |                |        |               |  |   |        | 
|----------------------------- |  | -------------- | ------ | ------------- |  | - | ------ | 
|                              |  | Sept. 30, 2003 |        | Dec. 31, 2002
|                              |  |                |        |              
|(a) Term bank credit facility |  | $              | 37,694 |               |  | $ | 58,529 | 
|(b) Mortgages payable         |  |                | 472    |               |  |   | 647    | 
|(c) Capital lease             |  |                | 169    |               |  |   |       | 
|                              |  |                |        |               |  |   |        | 
|                              |  |                | 38,335 |               |  |   | 59,176 | 
|Less current portion          |  |                | 10,802 |               |  |   | 11,052 | 
|                              |  |                |        |               |  |   |        | 
|                              |  | $              | 27,533 |               |  | $ | 48,124 | 
|                              |  |                |        |               |  |   |        | 



| |     |                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | The term bank credit facility is secured by
    accounts receivable and general security agreements of the
    Corporation and of its subsidiaries.



| |                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | During 2003, US$5.4 million of foreign
    currency-denominated borrowings have been repaid. At
    September 30, 2003, US$27.9 million (Dec. 31,
    2002  US$37.1 million) of foreign
    currency-denominated borrowings bearing interest at LIBOR plus
    1.75% were drawn under this facility. The provisions of the term
    facility impose certain financial maintenance tests.



| |     |                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | The mortgages are secured by certain land and
    buildings, bear interest at rates ranging from 8.25% to 10.75%
    and are repayable over various terms. At September 30,
    2003, mortgages include US$349,000 of foreign
    currency-denominated borrowings (Dec. 31, 2002 
    US$410,000).



| |                                                                                                          
| | ---------------------------------------------------------------------------------------------------------
| | At September 30, 2003, the required future
    principal repayments on all long-term debt are as follows:

|                         |      |   |        |        | 
|------------------------ | ---- | - | ------ | ------ | 
|Year ending December 31: |      |   |        |       
|                         | 2003 |   | $      | 2,459  | 
|                         | 2004 |   |        | 11,288 | 
|                         | 2005 |   |        | 11,782 | 
|                         | 2006 |   |        | 12,520 | 
|                         | 2007 |   |        | 135    | 
|Thereafter               |      |   | 151    |       
|                         |      |   |        |       
|                         |      | $ | 38,335 |       
|                         |      |   |        |       

6.  Capital Stock



|    |           
|--- | ----------
|(a) | Authorized

The Corporations capital stock consists of
an unlimited number of Class A Voting shares, Class B
non-voting shares and first preference shares, issuable
in series.

F-11



---



##### 



Notes  (Continued)


(Unaudited)


(In thousands of Canadian dollars except for
per share amounts)



|    |       
|--- | ------
|(b) | Issued

|                                                            |  |                |           |               |  |        |        |        |  |  |           |   |  |   |        |  
|----------------------------------------------------------- |  | -------------- | --------- | ------------- |  | ------ | ------ | ------ |  |  | --------- | - |  | - | ------ | -
|                                                            |  |                |           |              
|                                                            |  | Sept. 30, 2003 |           | Dec. 31, 2002
|                                                            |  |                |           |              
|Class A Voting shares                                       |  | Number         |           | Amount        |  | Number |        | Amount
|                                                            |  |                |           |               |  |        |        |       
|Balance, beginning of year                                  |  |                | 9,559,818 |               |  | $      | 37,655 |        |  |  | 9,847,278 |   |  | $ | 38,794 |  
|Shares repurchased for cancellation                         |  |                | (106,500  | )             |  |        | (422   | )      |  |  | (298,100  | ) |  |   | (1,190 | )
|Shares issued upon exercise of employees
    stock options |  |                | 170,860   |               |  |        | 1,105  |        |  |  | 10,640    |   |  |   | 51     |  
|                                                            |  |                |           |               |  |        |        |        |  |  |           |   |  |   |        |  
|Balance, end of period                                      |  |                | 9,624,178 |               |  | $      | 38,338 |        |  |  | 9,559,818 |   |  | $ | 37,655 |  
|                                                            |  |                |           |               |  |        |        |        |  |  |           |   |  |   |        |  



|    |                                  
|--- | ---------------------------------
|(c) | Weighted average number of shares

The Corporation uses the treasury-stock method
to calculate diluted earnings per share. Under the
treasury-stock method, the weighted average number of shares
outstanding for basic earnings per share is adjusted to reflect
the assumed exercise of the Corporations outstanding stock
options less the shares that could otherwise be acquired from
the assumed proceeds on exercise.

|                                   |                                     |                |  |                |  |                |  |                |  |  |  |            |  |  |  |           | 
|---------------------------------- | ----------------------------------- | -------------- |  | -------------- |  | -------------- |  | -------------- |  |  |  | ---------- |  |  |  | --------- | 
|                                   |                                     | Three months   |  | Three months   |  | Nine months    |  | Nine months   
|                                   |                                     | Ended          |  | Ended          |  | Ended          |  | Ended         
|                                   |                                     | Sept. 30, 2003 |  | Sept. 30, 2002 |  | Sept. 30, 2003 |  | Sept. 30, 2002
|                                   |                                     |                |  |                |  |                |  |               
|Weighted average number of shares: |                                     |                |  |                |  |                |  |                |  |  |  |            |  |  |  |          
|                                   | Basic                               |                |  | 9,557,681      |  |                |  | 9,635,312      |  |  |  | 9,541,452  |  |  |  | 9,726,395 | 
|                                   | Potential exercise of stock options |                |  | 599,479        |  |                |  | 287,823        |  |  |  | 496,883    |  |  |  |          | 
|                                   |                                     |                |  |                |  |                |  |                |  |  |  |            |  |  |  |          
|                                   | Diluted                             |                |  | 10,157,159     |  |                |  | 9,923,135      |  |  |  | 10,038,335 |  |  |  | 9,726,395 | 
|                                   |                                     |                |  |                |  |                |  |                |  |  |  |            |  |  |  |          

7.  Stock Option Plan

Under the Corporations stock option plan,
options to purchase Class A Voting shares of the
Corporation may be granted to key employees, officers and
directors of the Corporation and its affiliates by the Board of
Directors or by the Corporations Compensation Committee.
There are 1,240,300 options authorized under the plan. Currently
there are 995,700 options outstanding at an average exercise
price of $5.54 per option. The term of each option is ten years
and the vesting period is generally five years. The exercise
price for options is the trading price of the Class A
Voting shares of the Corporation on the Toronto Stock Exchange
on the day of the grant.

The following table outlines the impact if the
compensation cost for the Corporations stock options was
determined under the fair-value based method. The Corporation
has applied the pro forma disclosure provisions of the new
standard to awards granted on or after

F-12



---



##### 



Notes  (Continued)


(Unaudited)


(In thousands of Canadian dollars except for
per share amounts)

January 1, 2002. The pro forma effect of
awards granted prior to January 1, 2002 has not been
included.

|                                   |  |                |       |                |  |                |       |                |  |   |        |  |  |   |         | 
|---------------------------------- |  | -------------- | ----- | -------------- |  | -------------- | ----- | -------------- |  | - | ------ |  |  | - | ------- | 
|                                   |  | Three months   |       | Three months   |  | Nine months    |       | Nine months   
|                                   |  | Ended          |       | Ended          |  | Ended          |       | Ended         
|                                   |  | Sept. 30, 2003 |       | Sept. 30, 2002 |  | Sept. 30, 2003 |       | Sept. 30, 2002
|                                   |  |                |       |                |  |                |       |               
|Options granted                    |  |                | nil   |                |  |                | nil   |                |  |   | nil    |  |  |   | 175,000 | 
|Net income, as reported            |  | $              | 4,192 |                |  | $              | 3,648 |                |  | $ | 10,056 |  |  | $ | 7,449   | 
|Pro forma net income               |  | $              | 4,179 |                |  | $              | 3,635 |                |  | $ | 10,017 |  |  | $ | 7,410   | 
|Pro forma basic income per share   |  | $              | 0.44  |                |  | $              | 0.38  |                |  | $ | 1.05   |  |  | $ | 0.77    | 
|Pro forma diluted income per share |  | $              | 0.41  |                |  | $              | 0.37  |                |  | $ | 1.00   |  |  | $ | 0.77    | 

8.  Contingent Liabilities

There exists certain legal actions against the
Corporation, none of which is expected to have a material
adverse effect on the consolidated financial position or results
of operations of the Corporation.

9.  Segmented Information

|                                                            |  |            |        |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |      |   |  |   |         |  
|----------------------------------------------------------- |  | ---------- | ------ | --------- |  | --------- | ------ | ----- |  | ---------------- | ------ | ------------ |  | - | ------- |  |  | - | ---- | - |  | - | ------- | -
|                                                            |  | Less-than- |        |           |  |           |        |       |  | Corporate Office |        | Consolidated
|Three months ended Sept. 30, 2003                           |  | truckload  |        | Logistics |  | Truckload |        | Total |  | and Other        |        | Totals      
|                                                            |  |            |        |           |  |           |        |       |  |                  |        |             
|Revenue                                                     |  | $          | 95,505 |           |  | $         | 10,160 |       |  | $                | 11,458 |              |  | $ | 117,123 |  |  | $ |     |   |  | $ | 117,123 |  
|Operating, selling, general and administrative
    expenses |  |            | 87,621 |           |  |           | 9,595  |       |  |                  | 11,003 |              |  |   | 108,219 |  |  |   | 831  |   |  |   | 109,050 |  
|Depreciation                                                |  |            | 1,598  |           |  |           | 88     |       |  |                  | 172    |              |  |   | 1,858   |  |  |   | 19   |   |  |   | 1,877   |  
|                                                            |  |            |        |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |      |   |  |   |         |  
|Income (loss) from operations                               |  | $          | 6,286  |           |  | $         | 477    |       |  | $                | 283    |              |  | $ | 7,046   |  |  | $ | (850 | ) |  |   | 6,196   |  
|Interest expense, net                                       |  |            |        |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |      |   |  |   | (428    | )
|Gain (loss) on sale of fixed assets                         |  |            |        |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |      |   |  |   | (52     | )
|Income taxes                                                |  |            |        |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |      |   |  |   | 1,524   |  
|                                                            |  |            |        |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |      |   |  |   |         |  
|Net income                                                  |  |            |        |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |      |   |  | $ | 4,192   |  
|                                                            |  |            |        |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |      |   |  |   |         |  

|                                                            |  |            |        |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |      |   |  |   |         |  
|----------------------------------------------------------- |  | ---------- | ------ | --------- |  | --------- | ------ | ----- |  | ---------------- | ------ | ------------ |  | - | ------- |  |  | - | ---- | - |  | - | ------- | -
|                                                            |  | Less-than- |        |           |  |           |        |       |  | Corporate Office |        | Consolidated
|Three months ended Sept. 30, 2002                           |  | truckload  |        | Logistics |  | Truckload |        | Total |  | and Other        |        | Totals      
|                                                            |  |            |        |           |  |           |        |       |  |                  |        |             
|Revenue                                                     |  | $          | 98,859 |           |  | $         | 10,330 |       |  | $                | 13,818 |              |  | $ | 123,007 |  |  | $ |     |   |  | $ | 123,007 |  
|Operating, selling, general and administrative
    expenses |  |            | 91,138 |           |  |           | 9,878  |       |  |                  | 13,249 |              |  |   | 114,265 |  |  |   | 483  |   |  |   | 114,748 |  
|Depreciation                                                |  |            | 1,858  |           |  |           | 88     |       |  |                  | 130    |              |  |   | 2,076   |  |  |   | 17   |   |  |   | 2,094   |  
|                                                            |  |            |        |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |      |   |  |   |         |  
|Income (loss) from operations                               |  | $          | 5,863  |           |  | $         | 364    |       |  | $                | 439    |              |  | $ | 6,666   |  |  | $ | (500 | ) |  |   | 6,165   |  
|Interest expense, net                                       |  |            |        |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |      |   |  |   | (1,214  | )
|Gain (loss) on sale of fixed assets                         |  |            |        |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |      |   |  |   | (63     | )
|Income taxes                                                |  |            |        |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |      |   |  |   | 1,240   |  
|                                                            |  |            |        |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |      |   |  |   |         |  
|Net income                                                  |  |            |        |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |      |   |  | $ | 3,648   |  
|                                                            |  |            |        |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |      |   |  |   |         |  

F-13



---



##### 



Notes  (Continued)


(Unaudited)


(In thousands of Canadian dollars except for
per share amounts)

|                                                            |  |            |         |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |        |   |  |   |         |  
|----------------------------------------------------------- |  | ---------- | ------- | --------- |  | --------- | ------ | ----- |  | ---------------- | ------ | ------------ |  | - | ------- |  |  | - | ------ | - |  | - | ------- | -
|                                                            |  | Less-than- |         |           |  |           |        |       |  | Corporate Office |        | Consolidated
|Nine months ended Sept. 30, 2003                            |  | truckload  |         | Logistics |  | Truckload |        | Total |  | and Other        |        | Totals      
|                                                            |  |            |         |           |  |           |        |       |  |                  |        |             
|Revenue                                                     |  | $          | 284,464 |           |  | $         | 29,490 |       |  | $                | 35,005 |              |  | $ | 348,959 |  |  | $ |       |   |  | $ | 348,959 |  
|Operating, selling, general and administrative
    expenses |  |            | 263,499 |           |  |           | 28,400 |       |  |                  | 33,748 |              |  |   | 325,647 |  |  |   | 2,594  |   |  |   | 328,241 |  
|Depreciation                                                |  |            | 4,971   |           |  |           | 243    |       |  |                  | 534    |              |  |   | 5,748   |  |  |   | 56     |   |  |   | 5,804   |  
|                                                            |  |            |         |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |        |   |  |   |         |  
|Income (loss) from operations                               |  | $          | 15,994  |           |  | $         | 847    |       |  | $                | 723    |              |  | $ | 17,564  |  |  | $ | (2,650 | ) |  |   | 14,914  |  
|Interest expense, net                                       |  |            |         |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |        |   |  |   | (1,597  | )
|Gain (loss) on sale of fixed assets                         |  |            |         |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |        |   |  |   | (182    | )
|Income taxes                                                |  |            |         |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |        |   |  |   | 3,079   |  
|                                                            |  |            |         |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |        |   |  |   |         |  
|Net income                                                  |  |            |         |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |        |   |  | $ | 10,056  |  
|                                                            |  |            |         |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |        |   |  |   |         |  

|                                                            |  |            |         |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |        |   |  |   |         |  
|----------------------------------------------------------- |  | ---------- | ------- | --------- |  | --------- | ------ | ----- |  | ---------------- | ------ | ------------ |  | - | ------- |  |  | - | ------ | - |  | - | ------- | -
|                                                            |  | Less-than- |         |           |  |           |        |       |  | Corporate Office |        | Consolidated
|Nine months ended Sept. 30, 2002                            |  | truckload  |         | Logistics |  | Truckload |        | Total |  | and Other        |        | Totals      
|                                                            |  |            |         |           |  |           |        |       |  |                  |        |             
|Revenue                                                     |  | $          | 284,371 |           |  | $         | 34,011 |       |  | $                | 40,447 |              |  | $ | 358,829 |  |  | $ |       |   |  | $ | 358,829 |  
|Operating, selling, general and administrative
    expenses |  |            | 263,602 |           |  |           | 32,864 |       |  |                  | 38,565 |              |  |   | 335,031 |  |  |   | 3,266  |   |  |   | 338,297 |  
|Depreciation                                                |  |            | 5,577   |           |  |           | 259    |       |  |                  | 403    |              |  |   | 6,239   |  |  |   | 49     |   |  |   | 6,289   |  
|                                                            |  |            |         |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |        |   |  |   |         |  
|Income (loss) from operations                               |  | $          | 15,192  |           |  | $         | 888    |       |  | $                | 1,479  |              |  | $ | 17,559  |  |  | $ | (3,315 | ) |  |   | 14,243  |  
|Interest expense, net                                       |  |            |         |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |        |   |  |   | (4,062  | )
|Gain (loss) on sale of fixed assets                         |  |            |         |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |        |   |  |   | (487    | )
|Income taxes                                                |  |            |         |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |        |   |  |   | 2,245   |  
|                                                            |  |            |         |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |        |   |  |   |         |  
|Net income                                                  |  |            |         |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |        |   |  | $ | 7,449   |  
|                                                            |  |            |         |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |        |   |  |   |         |  
|Total Assets                                                |  |            |         |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |        |   |  |   |         |  
|September 30, 2003                                          |  | $          | 149,805 |           |  | $         | 10,817 |       |  | $                | 14,571 |              |  | $ | 175,193 |  |  | $ | (3,757 | ) |  | $ | 171,436 |  
|                                                            |  |            |         |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |        |   |  |   |         |  
|December 31, 2002                                           |  | $          | 158,197 |           |  | $         | 11,553 |       |  | $                | 17,127 |              |  | $ | 186,877 |  |  | $ | 283    |   |  | $ | 187,160 |  
|                                                            |  |            |         |           |  |           |        |       |  |                  |        |              |  |   |         |  |  |   |        |   |  |   |         |  



|    |                                                              
|--- | -------------------------------------------------------------
|10. | Canadian and United States accounting policy
    differences:



|    |                                                               
|--- | --------------------------------------------------------------
|(a) | Consolidated Statements of changes in
    shareholders equity

United States GAAP requires the inclusion of a
consolidated statement of changes in shareholders equity
for each statement of income year. Shareholders equity
under United States GAAP is as follows:

|                                                   |  |         |        |          |  |               |        |       |  |   |        |   |  |   |        |  
|-------------------------------------------------- |  | ------- | ------ | -------- |  | ------------- | ------ | ----- |  | - | ------ | - |  | - | ------ | -
|                                                   |  |         |        |          |  | Other         |        |      
|                                                   |  | Capital |        | Retained |  | comprehensive |        |      
|                                                   |  | stock   |        | earnings |  | income        |        | Total
|                                                   |  |         |        |          |  |               |        |      
|Balance, December 31, 2002                         |  | $       | 37,655 |          |  | $             | 43,190 |       |  | $ | 1,119  |   |  | $ | 81,964 |  
|Net income                                         |  |         |       |          |  |               | 10,056 |       |  |   |       |   |  |   | 10,056 |  
|Shares repurchased for cancellation                |  |         | (422   | )        |  |               | (504   | )     |  |   |       |   |  |   | (926   | )
|Unrealized foreign currency loss                   |  |         |       |          |  |               |       |       |  |   | (8,111 | ) |  |   | (8,111 | )
|Foreign exchange adjustment                        |  |         |       |          |  |               |       |       |  |   |       |   |  |   |       |  
|Change in obligation for
    derivative instrument |  |         |       |          |  |               |       |       |  |   | 183    |   |  |   | 183    |  
|Shares issued upon exercise of options             |  |         | 1,105  |          |  |               |       |       |  |   |       |   |  |   | 1,105  |  
|                                                   |  |         |        |          |  |               |        |       |  |   |        |   |  |   |        |  
|Balance, September 30, 2003                        |  | $       | 38,338 |          |  | $             | 52,742 |       |  | $ | (6,809 | ) |  | $ | 84,271 |  
|                                                   |  |         |        |          |  |               |        |       |  |   |        |   |  |   |        |  

F-14



---



##### 



Notes  (Continued)


(Unaudited)


(In thousands of Canadian dollars except for
per share amounts)



|    |                                           
|--- | ------------------------------------------
|(b) | Consolidated statements of cash
    flows:



| |     |                                                                                                                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) | Canadian GAAP permits the disclosure of a
    subtotal of the amount of cash provided by operations before
    changes in non-cash working capital items in the consolidated
    statements of cash flow. United States GAAP does not permit this
    subtotal to be included.



|    |                                                                   
|--- | ------------------------------------------------------------------
|(c) | Statement of net income (loss) and
    comprehensive income (loss)

The following table reconciles net income for
the three-month and nine-month periods as reported in the
consolidated statement of operations to what would have been
reported had the statements been prepared in accordance with
United States GAAP.

United States GAAP requires the disclosure of a
Statement of Comprehensive Income. Comprehensive income
generally encompasses all changes in shareholders equity,
except those arising from transactions with shareholders.

|                                                                          |                                             |                |       |                |  |                |        |                |  |   |        |        |   |   |        |      |  
|------------------------------------------------------------------------- | ------------------------------------------- | -------------- | ----- | -------------- |  | -------------- | ------ | -------------- |  | - | ------ | ------ | - | - | ------ | ---- | -
|                                                                          |                                             | Three months   |       | Three months   |  | Nine months    |        | Nine months   
|                                                                          |                                             | Ended          |       | Ended          |  | Ended          |        | Ended         
|                                                                          |                                             | Sept. 30, 2003 |       | Sept. 30, 2002 |  | Sept. 30, 2003 |        | Sept. 30, 2002
|                                                                          |                                             |                |       |                |  |                |        |               
|Net income based on Canadian GAAP                                         |                                             | $              | 4,192 |                |  | $              | 3,648  |                |  | $ | 10,056 |        |   | $ | 7,449  |     
|Foreign exchange adjustment(i)                                            |                                             |                |      |                |  |                | (312   | )              |  |   |       |        |   |   | (312   | )   
|                                                                          |                                             |                |       |                |  |                |        |                |  |   |        |        |   |   |        |     
|Net income before effect of change in accounting
    principle            |                                             |                | 4,192 |                |  |                | 3,336  |                |  |   | 10,056 |        |   |   | 7,137  |     
|Cumulative effect of change in method of
    accounting for goodwill(iii) |                                             |                |      |                |  |                | (4,796 | )              |  |   |       |        |   |   | (4,796 | )   
|                                                                          |                                             |                |       |                |  |                |        |                |  |   |        |        |   |   |        |     
|Net income based on United States GAAP                                    |                                             |                | 4,192 |                |  |                | (1,460 | )              |  |   | 10,056 |        |   |   | 2,341  |     
|Other comprehensive income:                                               |                                             |                |       |                |  |                |        |                |  |   |        |        |   |   |        |     
|                                                                          | Change in cumulative translation adjustment |                |       | 168            |  |                |        | 1,873          |  |   |        | (8,111 | ) |   |        | (559 | )
|                                                                          | Foreign exchange adjustment(i)              |                |       |               |  |                |        | 312            |  |   |        |       |   |   |        | 312  |  
|                                                                          | Obligation for derivative instruments(ii)   |                |       |               |  |                |        | 295            |  |   |        | 183    |   |   |        | 887  |  
|                                                                          |                                             |                |       |                |  |                |        |                |  |   |        |        |   |   |        |     
|Comprehensive income (loss) based on
    United States GAAP               |                                             | $              | 4,360 |                |  | $              | 1,020  |                |  | $ | 2,128  |        |   | $ | 2,981  |     
|                                                                          |                                             |                |       |                |  |                |        |                |  |   |        |        |   |   |        |     

F-15



---



##### 



Notes  (Continued)


(Unaudited)


(In thousands of Canadian dollars except for
per share amounts)

|                                                                               |                                     |                |      |                |  |                |       |                |  |   |      |            |  |   |       |           | 
|------------------------------------------------------------------------------ | ----------------------------------- | -------------- | ---- | -------------- |  | -------------- | ----- | -------------- |  | - | ---- | ---------- |  | - | ----- | --------- | 
|                                                                               |                                     | Three months   |      | Three months   |  | Nine months    |       | Nine months   
|                                                                               |                                     | Ended          |      | Ended          |  | Ended          |       | Ended         
|Earnings per share                                                             |                                     | Sept. 30, 2003 |      | Sept. 30, 2002 |  | Sept. 30, 2003 |       | Sept. 30, 2002
|                                                                               |                                     |                |      |                |  |                |       |               
|Earnings per share under
    United States GAAP                                |                                     |                |      |                |  |                |       |                |  |   |      |            |  |   |       |          
|Basic  net before cumulative effect of
    accounting change                  |                                     | $              | 0.44 |                |  | $              | 0.35  |                |  | $ | 1.05 |            |  | $ | 0.73  |          
|Basic  cumulative effect of change in
    method of accounting for goodwill   |                                     | $              |     |                |  | $              | (0.50 | )              |  | $ |     |            |  | $ | (0.49 | )        
|Basic  net income                                                             |                                     | $              | 0.44 |                |  | $              | (0.15 | )              |  | $ | 1.05 |            |  | $ | 0.24  |          
|Diluted  net before cumulative effect
    of accounting change                |                                     | $              | 0.41 |                |  | $              | 0.34  |                |  | $ | 1.00 |            |  | $ | 0.73  |          
|Diluted  cumulative effect of change
    in method of accounting for goodwill |                                     | $              |     |                |  | $              | (0.48 | )              |  | $ |     |            |  | $ | (0.49 | )        
|Diluted  net income                                                           |                                     | $              | 0.41 |                |  | $              | (0.15 | )              |  | $ | 1.00 |            |  | $ | 0.24  |          
|Weighted average number of shares:                                             |                                     |                |      |                |  |                |       |                |  |   |      |            |  |   |       |          
|                                                                               | Basic                               |                |      | 9,557,681      |  |                |       | 9,635,312      |  |   |      | 9,541,452  |  |   |       | 9,726,395 | 
|                                                                               | Potential exercise of stock options |                |      | 599,479        |  |                |       | 287,823        |  |   |      | 496,883    |  |   |       |          | 
|                                                                               |                                     |                |      |                |  |                |       |                |  |   |      |            |  |   |       |          
|                                                                               | Diluted                             |                |      | 10,157,159     |  |                |       | 9,923,135      |  |   |      | 10,038,335 |  |   |       | 9,726,395 | 
|                                                                               |                                     |                |      |                |  |                |       |                |  |   |      |            |  |   |       |          



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | A foreign exchange gain amounting to
    $0.5 million was included in the SG&A expenses in the
    nine-month and three-month periods ended September 30,
    2002. This gain on repatriation of capital from a subsidiary
    arose from the difference between the exchange rate in effect on
    the date the capital was returned to Canada compared to the
    historical rate in effect when the capital was invested. Of this
    gain, $313,000 was recognized upon the transfer into income of
    the related cumulative translation adjustment. Under United
    States GAAP, there is no reduction of the cumulative translation
    adjustment account, nor recognition of associated income
    resulting from such capital restructurings. This transaction was
    not subject to income tax. No such gain was recorded during the
    nine-month period ended September 30, 2003.
|
| | (ii)  | The change in the fair value of the
    Corporations obligation for its interest rate swap, which
    was designated as a cash flow hedge, has been included net of
    the income tax effect of $183,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (iii) | In 2002, a non-cash charge of $4.8 million,
    to adjust the carrying value of goodwill to its implied value
    was included in opening retained earnings without the
    restatement of prior period figures. This charge was the result
    of the Corporations adoption of the new Canadian
    accounting standard for goodwill and other intangibles. Under
    United States GAAP, FAS 142, the non-cash charge, is not
    recorded to opening retained earnings but is recorded as a part
    of income as a cumulative catch up adjustment.                                                                                                                                                                                                                                                                                                                                           

F-16



---



##### 



Notes  (Continued)


(Unaudited)


(In thousands of Canadian dollars except for
per share amounts)



|    |                          
|--- | -------------------------
|(d) | Stock-based compensation:



| |                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Corporation accounts for its stock-based
    compensation plans under APB Opinion No. 25 and related
    interpretations under which no compensation costs have been
    recognized in the financial statements for share options granted
    to employees and directors.

Pro
forma stock option disclosure:



| |                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The following table outlines the pro forma impact
    if the compensation cost for the Companys stock options is
    determined under the fair value method for awards granted on or
    after January 1, 1995.

|                                                  |  |                |       |                |  |                |        |                |  |   |        |  |  |   |       | 
|------------------------------------------------- |  | -------------- | ----- | -------------- |  | -------------- | ------ | -------------- |  | - | ------ |  |  | - | ----- | 
|                                                  |  | Three months   |       | Three months   |  | Nine months    |        | Nine months   
|                                                  |  | Ended          |       | Ended          |  | Ended          |        | Ended         
|                                                  |  | Sept. 30, 2003 |       | Sept. 30, 2002 |  | Sept. 30, 2003 |        | Sept. 30, 2002
|                                                  |  |                |       |                |  |                |        |               
|Options granted                                   |  | $              | nil   |                |  | $              | nil    |                |  | $ | nil    |  |  | $ | nil   | 
|Net income (loss) based on
    United States GAAP |  | $              | 4,192 |                |  | $              | (1,460 | )              |  | $ | 10,056 |  |  | $ | 2,341 | 
|Pro forma net income (loss)                       |  | $              | 4,119 |                |  | $              | (1,546 | )              |  | $ | 9,838  |  |  | $ | 1,819 | 
|Pro forma basic income (loss) per share           |  | $              | 0.43  |                |  | $              | (0.16  | )              |  | $ | 1.03   |  |  | $ | 0.19  | 
|Pro forma diluted income (loss) per share         |  | $              | 0.41  |                |  | $              | (0.16  | )              |  | $ | 0.98   |  |  | $ | 0.19  | 

(e)  Other
disclosures:

United States GAAP requires certain additional
disclosures in the consolidated financial statements, as follows:



| |       |                                                                                                                                                                                                                                                      
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | The total allowance for doubtful accounts at
    September 30, 2003 was $2.3 million (Dec. 31,
    2002  $2.9 million).                                                                                                                             
|
| | (ii)  | At September 30, 2003 the Corporation had an
    aggregate of $16.8 million in unused bank credit facilities.                                                                                                                                        
|
| | (iii) | At September 30, 2003, the Corporation had
    $1.7 million of foreign exchange losses net in the
    cumulative translation adjustment, offsetting the foreign
    exchange gains from its net investment in self-sustaining
    foreign operations.



| |                                              
| | ---------------------------------------------
| | (iv) Accounts payable and accrued liabilities

|                                                            |  |           |        |          |  |   |        | 
|----------------------------------------------------------- |  | --------- | ------ | -------- |  | - | ------ | 
|                                                            |  | Sept. 30, |        | Dec. 31,
|                                                            |  | 2003      |        | 2002    
|                                                            |  |           |        |         
|Accounts payable                                            |  | $         | 15,094 |          |  | $ | 18,147 | 
|Accrued wages and benefits                                  |  |           | 6,993  |          |  |   | 6,072  | 
|Accrued claims, self insurance and workers
    compensation |  |           | 5,930  |          |  |   | 6,355  | 
|Other                                                       |  |           | 12,331 |          |  |   | 12,517 | 
|                                                            |  |           |        |          |  |   |        | 
|                                                            |  | $         | 40,348 |          |  | $ | 43,091 | 
|                                                            |  |           |        |          |  |   |        | 

F-17



---



##### 



Notes  (Continued)


(Unaudited)


(In thousands of Canadian dollars except for
per share amounts)

v)

|                                                    |  |                |       |                |  |                |       |                |  |   |        |  |  |   |        | 
|--------------------------------------------------- |  | -------------- | ----- | -------------- |  | -------------- | ----- | -------------- |  | - | ------ |  |  | - | ------ | 
|                                                    |  | Three months   |       | Three months   |  | Nine months    |       | Nine months   
|                                                    |  | Ended          |       | Ended          |  | Ended          |       | Ended         
|                                                    |  | Sept. 30, 2003 |       | Sept. 30, 2002 |  | Sept. 30, 2003 |       | Sept. 30, 2002
|                                                    |  |                |       |                |  |                |       |               
|Total rental expense
    under operating lease was: |  | $              | 6,017 |                |  | $              | 6,631 |                |  | $ | 18,683 |  |  | $ | 19,333 | 

(f)  New
United States accounting pronouncements:



| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | i.   | In December 2002, the FASB issued Statement
    No. 148, Accounting for Stock-Based
    Compensation  Transition and Disclosure, an amendment
    of FASB SFAS No. 123, Accounting for Stock-Based
    Compensation, to provide alternative methods of transition for
    the change to the fair value method of accounting for
    stock-based employee compensation. The Company has not yet
    chosen the method of transition. In addition, this Statement
    amends the disclosure requirements of SFAS No. 123 to
    require prominent disclosures in both annual and interim
    financial statements about the method of accounting for
    stock-based employee compensation and the effect of the method
    used on reported results.                                                                                                                                                                                        
|
| | ii.  | In January 2003, the FASB issued FIN No. 46,
    Consolidation of Variable Interest Entities, which requires
    variable interest entities, previously referred to as special
    purpose entitles or off-balance sheet structures, to be
    consolidated by a company if that company is subject to a
    majority of the risk of loss from the entitys activities
    or is entitled to receive a majority of the entitys
    returns or both. The consolidation provisions of FIN No. 46
    apply immediately to variable interest entities created after
    January 31, 2003 and to existing entities in the first
    fiscal year or interim period beginning after December 31,
    2003. Certain disclosure provisions apply in financial
    statements issued after January 31, 2003. The consolidation
    requirements of FIN No. 46 did not have a material effect
    of the Companys consolidated financial statements.
|
| | iii. | In April 2003, the FASB issued
    SFAS No. 149, Amendments of Statement 133 on
    Derivative Instruments and Hedging Activities
    (SFAS 149), which amends and clarifies
    financial accounting and reporting for derivative instruments,
    including certain derivative instruments embedded in other
    contracts and for hedging activities under Statement 133.
    SFAS No. 149 is effective for contracts entered into
    or modified after June 30, 2003, with certain exceptions,
    and for hedging relationships designated after June 30,
    2003. The adoption of SFAS No. 149 is not expected to
    have a material impact of the Companys consolidated
    financial statements.                                                                                                                                                                                                                              
|
| | iv.  | In May 2003, the FASB issued
    SFAS No. 150, Accounting for Certain Financial
    Instruments with Characteristics of Both Liabilities and Equity,
    which establishes standards for how an issuer classifies and
    measures certain financial instruments with characteristics of
    both liabilities and equity. Financial instruments that are
    within the scope of SFAS No. 150, which previously
    were often classified as equity, must now be classified as
    liabilities. SFAS No. 150 shall be effective for
    financial instruments entered into or modified after
    May 31, 2003, and otherwise shall be effective at the
    beginning of the first interim period after June 15, 2003.
    The adoption of SFAS No. 150 is not expected to have a
    material impact on the Companys consolidated financial
    statements.                                                                                

F-18



---



##### 









You
should rely only on the information contained or incorporated by
reference in this prospectus. We have not, and the Underwriters
have not, authorized anyone to provide you with information
different from that contained in this prospectus. We are
offering to sell Class A Voting shares and seeking offers
to buy Class A Voting shares only in jurisdictions where
offers and sales are permitted. The information contained in
this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this
prospectus or any sale of the Class A Voting shares.



---

TABLE OF CONTENTS

|                                                             |  |    
|------------------------------------------------------------ |  | ---
|                                                             |  |    
|                                                            
|Page                                                        
|                                                            
|FORWARD-LOOKING STATEMENTS                                   |  | ii 
|PRESENTATION OF FINANCIAL AND OTHER INFORMATION              |  | ii 
|EXCHANGE RATE INFORMATION                                    |  | ii 
|DOCUMENTS INCORPORATED BY REFERENCE                          |  | iii
|SUMMARY                                                      |  | 1  
|RISK FACTORS                                                 |  | 8  
|USE OF PROCEEDS                                              |  | 15 
|PRICE RANGE AND TRADING VOLUMES OF CLASS A VOTING
    SHARES |  | 15 
|CAPITALIZATION                                               |  | 16 
|OUR INDUSTRY                                                 |  | 17 
|BUSINESS                                                     |  | 18 
|DESCRIPTION OF SHARE CAPITAL                                 |  | 24 
|UNDERWRITING                                                 |  | 25 
|CERTAIN INCOME TAX CONSIDERATIONS                            |  | 27 
|WHERE YOU CAN FIND MORE INFORMATION                          |  | 33 
|ENFORCEMENT OF CIVIL LIABILITIES                             |  | 34 
|AUDITORS, TRANSFER AGENT AND REGISTRAR                       |  | 34 
|LEGAL MATTERS                                                |  | 34 
|DOCUMENTS FILED AS PART OF THE REGISTRATION
    STATEMENT    |  | 34 
|INDEPENDENT CHARTERED ACCOUNTANTS                            |  | 34 
|INDEX TO FINANCIAL STATEMENTS                                |  | F-1













US$

Vitran

Corporation Inc.

2,000,000

Class A Voting Shares




---

(VITRAN CORPORATION INC. LOGO)



---

Avondale Partners

Stephens Inc.


Orion Securities Inc.


Paradigm Capital Inc.




---






---



##### 



PART II

INFORMATION NOT REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS

Indemnification of Directors and Officers

Section 136 of the Business Corporations Act (Ontario) (the Act)
provides that a corporation may indemnify a director or officer of the
corporation, a former director or officer of the corporation or a person who
acts or acted at the corporations request as a director or officer of a body
corporate of which the corporation is or was a shareholder or creditor, and his
or her heirs and legal representatives (collectively, the Indemnified Party),
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by the Indemnified Party in
respect of any civil, criminal or administrative action or proceeding
(collectively, the Action) to which he or she is made a party by reason of
being or having been a director or officer of such corporation or body
corporate, if:

(a)      he or she acted honestly and in good faith with a view to the best
interests of the corporation; and

(b)     in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he or she had reasonable grounds for
believing that his or her conduct was lawful.

Section 136 of the Act also provides that a corporation may, with the
approval of the court, indemnify an Indemnified Party in respect of an action
by or on behalf of the corporation or body corporate to procure judgment in its
favor (a Derivative Action), to which such person has been made a party by
reason of being or having been a director or an officer of the corporation or
body corporate against all costs, charges and expenses reasonably incurred by
such person in connection with such Derivative Action if he or she fulfills the
conditions set forth in clauses (a) and (b) of the paragraph above.

If an Indemnified Party is substantially successful on the merits in his
or her defense of an Action or Derivative Action and fulfills the conditions
set forth previously, the Indemnified Party is entitled to indemnification from
the corporation in respect of all costs, charges and expenses reasonably
incurred by him or her in connection with the defense of such Action or
Derivative Action to which he or she has been made party by reason of being a
director or officer of the corporation or body corporate.

The By-laws of Vitran Corporation Inc. (the Corporation) provide that an
Indemnified Party shall at all times be indemnified by the Corporation in every
circumstance where the Act so permits or requires. The By-laws further provide
that, subject to limitations in the Act, every person who at any time is or has
been, at the Corporations request, a director or officer of the Corporation or
a body corporate of which the Corporation is or was a shareholder or creditor
(or a person who undertakes or has undertaken any liability on behalf of the
Corporation or any such body corporate), and his or her heirs and legal
representatives, shall at all times be indemnified by the Corporation against
all costs, charges and expenses, including any amount paid to settle an action
or satisfy a judgment, reasonably incurred by him or her in respect of any
civil, criminal or administrative action or proceeding to which he or she is or
may be made a party by reason of being or having been such a director or
officer of the Corporation or such body corporate, if:

(a)     he or she acted honestly and in good faith with a view to the best
interest of the Corporation; and

(b)     in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he or she had reasonable grounds for
believing his or her conduct was lawful.

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The By-laws also provide that the persons described above shall not be
liable for any damage, loss, cost or liability sustained or incurred by the
Corporation, except where so required by the Act, if such person acted honestly
and in good faith with a view to the best interest of the Corporation.

The Corporation maintains directors and officers liability insurance,
covering action against its officers and directors. The insurance covers
judgments and defense costs of up to $25,000,000 per lawsuit, with a maximum
coverage of $25,000,000 per year.

The underwriting agreement provides that the underwriters are obligated,
under certain circumstances, to indemnify the Corporations officers, directors
and controlling persons against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the Securities Act). Reference
is made to the form of underwriting agreement filed as Exhibit 2.1 hereto.

Insofar as indemnification for liabilities under the Securities Act may be
permitted to directors, officers or persons controlling the Corporation
pursuant to the foregoing provisions, the Corporation has been informed that in
the opinion of the Commission such indemnification is against public policy in
the United States as expressed in the Securities Act and is therefore
unenforceable.

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EXHIBITS

ExhibitNumber
    
    Description2.1
    
    Form of Underwriting Agreement*4.1
    
    Audited consolidated financial statements of the Registrant at and
for the years ended December 31, 2002 and 2001, together with the
auditors report thereon and managements discussion and analysis
in respect of these statements (incorporated by reference to the
Registrants Annual Report on Form 20-F for the fiscal year ended
December 31, 2002, filed with the Commission on June 23, 2003
(Commission File Number 0-26256))4.2
    
    Interim unaudited consolidated financial statements of the
Registrant at September 30, 2003 and for the nine months ended
September 30, 2003 and 2002, and managements discussion and
analysis in respect of these statements (incorporated by reference
to the Registrants Form 6-K, filed with the Commission on
November 26, 2003 (Commission File Number 0-26256))4.3
    
    Management Information Circular dated March 10, 2003 (excluding
the sections entitled Report of the Compensation Committee,
Share Performance Graph and Corporate Governance)
distributed in connection with the Registrants annual meeting of
shareholders held on April 29, 2003 (incorporated by reference to
the Registrants Form 6-K, filed with the Commission on May 12,
2003 (Commission File Number 0-26256))4.4
    
    Annual Information Form of the Registrant dated June 11, 2003 for
the fiscal year ended December 31, 2002 (incorporated by reference
to the Registrants Annual Report on Form 20-F for the fiscal year
ended December 31, 2002, filed with the Commission on June 23,
2003 (Commission File Number
0-26256))4.5
    
    Reconciliation of United States GAAP  Additional Disclosures
(incorporated by reference to the Registrants Form 6-K, filed
with the Commission on November 26, 2003 (Commission File Number
0-26256)5.1
    
    Consent of KPMG LLP6.1
    
    Powers of Attorney (included on the signature page hereto)




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|* |  | To be filed by amendment.
|- |  | -------------------------

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PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1.     Undertaking

The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to the securities registered pursuant to Form F-10 or to transactions
in said securities.

Item 2.     Consent to Service of Process

Concurrently with the filing of this Registration Statement, the
Registrant is filing with the Commission a written irrevocable consent and
power of attorney on Form F-X.

Any change to the name or address of the agent for service of the
Registrant shall be communicated promptly to the Commission by an amendment to
the Form F-X referencing the file number of the relevant registration
statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-10 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toronto, Country of Canada, on November 26, 2003.

VITRAN CORPORATION INCBy:
    
    /s/   Richard GaetzName:
    
    Richard GaetzTitle:
    
    President, Chief Executive Officer and Director


POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints
Messrs. Richard Gaetz, Kevin Glass, and each of them, either of whom may act
without the joinder of the other, the true and lawful attorney-in-fact and
agent of the undersigned, with full power of substitution and resubstitution,
to execute in the name, place and stead of the undersigned, in any and all such
capacities, any and all amendments to this Registration Statement, including
post-effective amendments and supplements thereto, and all instruments
necessary or in connection therewith, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to each such attorney-in-fact and agent,
full power and authority to do and perform in the name and on behalf of the
undersigned each and every act and thing whatsoever necessary or advisable to
be done, as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of
which shall be deemed an original, but which taken together shall constitute
one instrument.

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
below on November 26, 2003.

Signature
    
    Title/s/ Richard Gaetz

Richard Gaetz
    
    President and Chief Executive Officer and
Director (Principal Executive Officer)/s/ Kevin Glass

Kevin Glass
    
    Vice President Finance & Chief
Financial Officer (Principal Financial Officer and Principal
Accounting Officer)Carl
Cook
    
    Director/s/ Mark Curry

Mark Curry
    
    Director


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Signature
    
    TitleAlbert
Gnat
    
    Director/s/ Anthony Griffiths

Anthony Griffiths
    
    Director/s/ Richard McGraw

Richard McGraw
    
    DirectorGraham
Savage
    
    Director


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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, the Authorized Representative has signed this Registration Statement,
solely in its capacity as the duly authorized representative of Vitran
Corporation Inc. in the United States on November 26, 2003.

VITRAN EXPRESS, INCBy:
    
    /s/   Kevin GlassName:
    
    Kevin GlassTitle:
    
    Secretary


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##### 



EXHIBITS

ExhibitNumber
    
    Description2.1
    
    Form of Underwriting Agreement*4.1
    
    Audited consolidated financial statements of the Registrant at and
for the years ended December 31, 2002 and 2001, together with the
auditors report thereon and managements discussion and analysis
in respect of these statements (incorporated by reference to the
Registrants Annual Report on Form 20-F for the fiscal year ended
December 31, 2002, filed with the Commission on June 23, 2003
(Commission File Number 0-26256))4.2
    
    Interim unaudited consolidated financial statements of the
Registrant at September 30, 2003 and for the nine months ended
September 30, 2003 and 2002, and managements discussion and
analysis in respect of these statements (incorporated by reference
to the Registrants Form 6-K, filed with the Commission on
November 26, 2003 (Commission File Number 0-26256))4.3
    
    Management Information Circular dated March 10, 2003 (excluding
the sections entitled Report of the Compensation Committee,
Share Performance Graph and Corporate Governance)
distributed in connection with the Registrants annual meeting of
shareholders held on April 29, 2003 (incorporated by reference to
the Registrants Form 6-K, filed with the Commission on May 12,
2003 (Commission File Number 0-26256))4.4
    
    Annual Information Form of the Registrant dated June 11, 2003 for
the fiscal year ended December 31, 2002 (incorporated by reference
to the Registrants Annual Report on Form 20-F for the fiscal year
ended December 31, 2002, filed with the Commission on June 23,
2003 (Commission File Number
0-26256))4.5
    
    Reconciliation of United States GAAP  Additional Disclosures
(incorporated by reference to the Registrants Form 6-K, filed
with the Commission on November 26, 2003 (Commission File Number
0-26256)5.1
    
    Consent of KPMG LLP6.1
    
    Powers of Attorney (included on the signature page hereto)




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|* |  | To be filed by amendment.
|- |  | -------------------------