0001104659-13-006771.txt : 20130201 0001104659-13-006771.hdr.sgml : 20130201 20130201140424 ACCESSION NUMBER: 0001104659-13-006771 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130201 DATE AS OF CHANGE: 20130201 GROUP MEMBERS: DORSET MANAGEMENT CORP GROUP MEMBERS: KNOTT PARTNERS OFFSHORE MASTER FUND, L.P. GROUP MEMBERS: KNOTT PARTNERS, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNOTT DAVID M CENTRAL INDEX KEY: 0000808722 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 485 UNDERHILL BLVD STREET 2: STE 205 CITY: SYOSSET STATE: NY ZIP: 11791-3419 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: 13566084 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 SC 13D/A 1 a13-4235_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

Westway Group, Inc.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

96169B100

(CUSIP Number)

 

David M. Knott

Chief Executive Officer

Dorsett Management Corporation

485 Underhill Boulevard, Suite 205

Syosset, New York 11791

(516) 364-0303

 

With a copy to:

 

Howard A. Neuman, Esq.

Satterlee Stephens Burke & Burke LLP

230 Park Avenue

New York, NY 10169

(212) 818-9200

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

 

January 30, 2013

(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 o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §13d-7 (b) 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

13D

 

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

David M. Knott

 

 

2

Check the Appropriate Box if a Member of a Group.(See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
shares of Common Stock

0

 

8

Shared Voting Power
shares of Common Stock

0

 

9

Sole Dispositive Power
shares of Common Stock

0

 

10

Shared Dispositive Power
shares of Common Stock

0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
shares of Common Stock

0

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

2


 

CUSIP No.   96169B100

13D

 

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

Dorset Management Corporation

11-2873658

 

 

2

Check the Appropriate Box if a Member of a Group.(See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
shares of Common Stock

0

 

8

Shared Voting Power
shares of Common Stock

0

 

9

Sole Dispositive Power
shares of Common Stock

0

 

10

Shared Dispositive Power
shares of Common Stock

0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
shares of Common Stock

0

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

3


 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

Knott Partners Offshore Master Fund, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group.(See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
shares of Common Stock

0

 

8

Shared Voting Power
shares of Common Stock

0

 

9

Sole Dispositive Power
shares of Common Stock

0

 

10

Shared Dispositive Power
shares of Common Stock

0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
shares of Common Stock

0

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

4


 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

Knott Partners, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group.(See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
New Jersey

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
shares of Common Stock

0

 

8

Shared Voting Power
shares of Common Stock

0

 

9

Sole Dispositive Power
shares of Common Stock

0

 

10

Shared Dispositive Power
shares of Common Stock

0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
shares of Common Stock

0

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

5


 

SCHEDULE 13D

 

Capitalized terms used herein without definition have the meanings ascribed to them in the Schedule 13D filed on September 9, 2010 (the “Schedule 13D”).

 

Item 1.                                                         Security and Issuer.

 

This statement is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to reflect the Reporting Persons’s disposition, as set forth in Item 5 below, of shares of the Company’s Class A Common Stock (the “Class A Common Stock”) as the result of the tender offer being reported on a Form 4 filed on even date herewith..

 

Item 2.                                                         Identity and Background.

 

Item 3.                                                         Source and Amount of Funds or Other Consideration.

 

Item 4.                                                         Purpose of Transaction.

 

Item 5.                                                         Interest in Securities of the Issuer.

 

This Item is being amended solely as follows:

 

(a) and (b)             Pursuant to Rule 13d-3, neither Mr. Knott nor DMC may be deemed have any further interest in any shares of the Company’s Stock.

 

(c)           No transactions in the class of securities reported on were effected during the past sixty days, except for the following disposition:  Pursuant to a redemption request by the sole shareholder (the “Redeeming Shareholder”) of the SRI Fund, on December 5, 2012, the SRI Fund made a distribution to the Redeeming Shareholder for no consideration of 12,814 shares of Class A Common Stock.

 

(e)           As of January 30, 2013, Mr. Knott , DMC and Knott Partners ceased to be the beneficial owner of more than five percent (5%) of the outstanding Class A Common Stock.

 

Item 6.                                                         Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 7.                                                         Material to be Filed as Exhibits.

 

6


 

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.

 

 

 

February 1 ,2013

 

 

 

 

 

Date

 

 

 

 

 

/s/ David M. Knott

 

 

David M. Knott

 

 

 

 

 

 

 

 

DORSET MANAGEMENT CORPORATION

 

 

 

 

 

 

 

 

 

By:

David M. Knott

 

 

 

David M. Knott, President

 

7