Schedule 13D/A

0000950123-10-087575.txt : 20100921 0000950123-10-087575.hdr.sgml : 20100921 20100920212341 ACCESSION NUMBER: 0000950123-10-087575 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100921 DATE AS OF CHANGE: 20100920 GROUP MEMBERS: DAVID M. KNOTT GROUP MEMBERS: DORSET MANAGEMENT CORPORATION GROUP MEMBERS: KNOTT PARTNERS OFFSHORE MASTER FUND, L.P. GROUP MEMBERS: KNOTT PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Westway Group, Inc. CENTRAL INDEX KEY: 0001361872 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 204755936 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82912 FILM NUMBER: 101081408 BUSINESS ADDRESS: STREET 1: 365 CANAL STREET, SUITE 2900 CITY: NEW ORLEANS STATE: LA ZIP: 70130 BUSINESS PHONE: (504) 525-9741 MAIL ADDRESS: STREET 1: 365 CANAL STREET, SUITE 2900 CITY: NEW ORLEANS STATE: LA ZIP: 70130 FORMER COMPANY: FORMER CONFORMED NAME: Shermen WSC Acquisition Corp DATE OF NAME CHANGE: 20060504 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNOTT PARTNERS LP CENTRAL INDEX KEY: 0001077285 IRS NUMBER: 000000000 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 485 UNDERHILL BOULEVARD CITY: SYOSSET STATE: NY ZIP: 11791 BUSINESS PHONE: 516-364-0303 MAIL ADDRESS: STREET 1: 485 UNDERHILL BOULEVARD, SUITE 205 CITY: SYOSSET STATE: NY ZIP: 11791 SC 13D/A 1 c06142sc13dza.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

Westway Group, Inc. (formerly Shermen WSC Acquisition Corp.)

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

96169B100

(CUSIP Number)

David M. Knott
485 Underhill Boulevard, Suite 205
Syosset, New York 11791

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

September 9, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. þ

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		96169B100

NAMES OF REPORTING PERSONS

David M. Knott

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

2,808,439

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

71,872

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,880,311

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,880,311

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

20.6%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		96169B100

NAMES OF REPORTING PERSONS

Dorset Management Corporation

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

SOLE VOTING POWER

NUMBER OF

2,808,439

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

71,872

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,880,311

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,880,311

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

20.6%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		96169B100

NAMES OF REPORTING PERSONS

Knott Partners, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

New Jersey

SOLE VOTING POWER

NUMBER OF

1,291,643

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

1,291,643

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,291,643

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.3%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		96169B100

NAMES OF REPORTING PERSONS

Knott Partners Offshore Master Fund, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

NUMBER OF

886,928

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

886,928

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

886,928

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.4%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

The Schedule 13D filed by Mr. David M. Knott, Dorset Management Corporation (“DMC”), Knott Partners, L.P. (“Knott Partners”), and Knott Partners Offshore Master Fund, L.P. (“Knott Offshore”) on October 2, 2009 (the “Schedule 13D”), relating to shares of the Class A Common Stock of Westway Group, Inc. (formerly Sherman WSC Acquisition Corp.) (the “Issuer”) is hereby amended as set forth below by this Amendment No. 1 to the Schedule 13D (“Amendment No. 1”).

Mr. Knott is the managing member of Knott Partners Management, LLC (“Knott Management”), that is the sole General Partner of Shoshone Partners, L.P. (“Shoshone”), Mulsanne Partners, L.P. (“Mulsanne”), and Knott Offshore, and managing general partner of Knott Partners (collectively, Knott Partners, Shoshone, Mulsanne and Knott Offshore are hereinafter referred to as the “Partnerships”).

Mr. Knott is also the sole shareholder, Director and President of DMC, which provides investment management services to the Partnerships and a limited number of other foreign and domestic individuals and entities (collectively, the “Managed Accounts”). Collectively, DMC, Mr. Knott, Knott Partners and Knott Offshore are hereinafter referred to as the “Reporting Persons.”

Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.


Item 4.		Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

On September 9, 2010, Knott Partners sent a letter (the “Letter”) to the Board of Directors of the Issuer (the “Board”) expressing its belief that the Board has breached its fiduciary duty to stockholders by extending the expiration dates of certain warrants to two members of the Board (the “Extension”) without also offering the Extension to any other warrant holders. The Letter poses certain questions to the Board regarding the Extension, including the disclosure of the Extension to the Issuer’s stockholders, the vote of former Board member Mr. Peter Harding regarding the Extension, Mr. Harding’s sudden unexpected departure from the Board, and the overall corporate governance practices of the Issuer.

In addition to raising concerns regarding the Board’s breach of its fiduciary duty, the Letter also makes several suggestions to the Board. These suggestions include the removal of Mr. Francis Jenkins as Chairman of the Board, the addition of several new and independent directors to the Board who will act in the best interest of all stockholders, and the adoption of a policy that would require any directors who have a special interest in a matter before the Board to recuse themselves and abstain from lobbying other members of the Board to vote for their position.

The Reporting Persons may discuss the Letter and the suggestions contained therein with the Board or its members, management of the Issuer, shareholders and/or other third parties.

Except as set forth herein, the Reporting Persons currently do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.


Item 5.		Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) Pursuant to Rule 13d-3, Mr. Knott and DMC may be deemed to own beneficially 2,880,311 shares of Class A Common Stock of the Issuer (the “Class A Common Stock”), which represents approximately 20.6% of all outstanding shares of Class A Common Stock. Knott Partners directly beneficially owns 1,291,643 shares of Class A Common Stock, which represents approximately 9.3% of the outstanding shares of Class A Common Stock. Knott Offshore directly beneficially owns 886,928 shares of Class A Common Stock, which represents approximately 6.4% of the outstanding shares of Class A Common Stock. None of the other individual Partnerships or Managed Accounts owns a number of shares of Class A Common Stock equal to or greater than 5% of such total Class A Common Stock outstanding.

(b) Mr. Knott individually has the sole power to vote 2,808,439 shares of Class A Common Stock and dispose of 2,880,311 shares of Class A Common Stock held in the Partnerships’ accounts and the Managed Accounts. As President of DMC, Mr. Knott shares with certain of DMC’s clients the power to vote that portion of 71,872 shares of Class A Common Stock held in their respective accounts.

None of the Partnerships or Managed Accounts (except through Mr. Knott) either holds or shares with any person the power to vote or to dispose of the Company’s Class A Common Stock.

(c) The Reporting Persons have not acquired or disposed of any shares of the Company’s Class A Common Stock during the past 60 days.

(d) The Partnerships and Managed Accounts have the right to receive dividends and proceeds from the sale of the shares of Class A Common Stock that may be deemed to be beneficially owned by the Reporting Persons. No individual person or entity has such right with regard to greater than five percent of the Class A Common Stock.

(e) Not applicable.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13D.


Item 7.		Materials to be Filed as Exhibits


Exhibit		Description

99.2		Joint Filing Agreement dated September 20, 2010 by and among the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: September 20, 2010



	/s/ David M. Knott
	David M. Knott


Dated: September 20, 2010	Dorset Management Corporation
	By:	/s/ David M. Knott
	Name:	David M. Knott
	Title:	President

Dated: September 20, 2010	Knott Partners, L.P.
	By:	Knott Partners Management, LLC, its managing general partner

	By:	/s/ David M. Knott
	Name:	David M. Knott
	Title:	Managing Member

Dated: September 20, 2010	Knott Partners Offshore Master Fund, L.P.
	By:	Knott Partners Management, LLC, its sole general partner

	By:	/s/ David M. Knott
	Name:	David M. Knott
	Title:	Managing Member

EX-99.2 2 c06142exv99w2.htm EXHIBIT 99.2 Exhibit 99.2

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Class A common stock of Westway Group, Inc. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.

Dated: September 20, 2010



	/s/ David M. Knott
	David M. Knott


Dated: September 20, 2010	Dorset Management Corporation
	By:	/s/ David M. Knott
	Name:	David M. Knott
	Title:	President

Dated: September 20, 2010	Knott Partners, L.P.
	By:	Knott Partners Management, LLC, its managing general partner

	By:	/s/ David M. Knott
	Name:	David M. Knott
	Title:	Managing Member

Dated: September 20, 2010	Knott Partners Offshore Master Fund, L.P.
	By:	Knott Partners Management, LLC, its sole general partner

	By:	/s/ David M. Knott
	Name:	David M. Knott
	Title:	Managing Member