UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Quality Distribution, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
74756M102
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(CUSIP Number)
March 17, 2010
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 74756M102
1. Name of Reporting Person
I.R.S. Identification No. of the above person (entities only).
Scopus Asset Management, L.P.
2. Check the Appropriate Box if a Member of a Group.
(a)[ ]
(b)[X]
3. SEC Use Only.
4. Citizenship or Place of Organization.
Delaware
Number of Shares 5. Sole Voting Power
-0-
Beneficially Owned by 6. Shared Voting Power
1,072,373
Each Reporting Person With 7. Sole Dispositive Power
-0-
8. Shared Dispositive Power
1,072,373
9. Aggregate Amount Beneficially Owned by Reporting Person.
1,072,373
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
N/A
11. Percent of Class Represented by Amount in Row (9)
5.3%
12. Type of Reporting Person
OO
CUSIP No. 74756M102
Item 1(a):Name of Issuer:
Quality Distribution, Inc. (the "Company").
Item 1(b):Address of Issuer's Principal Executive Offices:
4041 Park Oaks Boulevard
Suite 200
Tampa, FL 33610
Items 2(a)Name of Person Filing; Address of Principal Business Office
and 2(b):
This statement is filed by and on behalf of Scopus Asset Management,
L.P. ("Scopus"), which acts as investment manager to one or more
private investment funds (the "Funds") and an institutional managed
account (the "Managed Account"). The principal business address of
the reporting person is 623 5[th] Avenue, 31[st] Floor, New York, New
York, 10022.
Item 2(c):Citizenship:
Scopus is a Delaware limited partnership
Item 2(d):Title of Class of Securities:
Common Stock ("Common Stock")
Item 2(e):CUSIP Number:
74756M102
Item 3: If this statement is filed pursuant to Rules 13d-1(b), or 13d-
2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940.
(e) [ ] An investment adviser in accordance with Rule13d-
1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1 (b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1 (b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act of 1940.
(j) [ ] Group, in accordance with Rule 13d-1 (b)(1)(ii)(J).
Item 4: Ownership:
The following states the beneficial ownership of Scopus as of
March 17, 2010. This report relates to the same shares of Common
Stock which may be deemed to be owned (i) directly (in the
aggregate) by the Funds and the Managed Account, none of which
individually beneficially own more than 5% of the class; and (ii)
indirectly by Scopus, which as investment adviser to the Funds
and the Managed Account, shares the power to direct the vote or
disposition of such securities.
(a) Amount beneficially owned: 1,072,373 shares of Common Stock.
(b) Percent of class: 5.3%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,072,373
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,072,373
Item 5: Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6: Ownership of More than Five Percent on Behalf of Another Person:
The Funds and the Managed Account have the right to receive
dividends from and the proceeds of the sale of the subject
securities owned by such entities. None of such parties owns
beneficially more than 5% of the class.
Item 7: Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person:
Not Applicable.
Item 8: Identification and Classification of Members of the Group:
Not Applicable.
Item 9: Notice of Dissolution of Group:
Not Applicable.
Item 10: Certification:
By signing below the undersigned certifies that, to the best of the
undersigned's knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 23, 2010
Scopus Asset Management, L.P.
/s/ Jonathan D'Orsi
By: Jonathan D'Orsi
Title: Chief Operating Officer