0001193125-13-056545.txt : 20130214 0001193125-13-056545.hdr.sgml : 20130214 20130213212307 ACCESSION NUMBER: 0001193125-13-056545 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130213 GROUP MEMBERS: FPJ PARTNERS GROUP MEMBERS: SHERMEN CAPITAL PARTNERS LLC GROUP MEMBERS: SHERMEN WSC HOLDING LLC GROUP MEMBERS: W.B. FARMS LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Jenkins Francis P Jr CENTRAL INDEX KEY: 0001399261 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O THE SHERMEN GROUP STREET 2: 1251 AVENUE OF THE AMERICAS, SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10020 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: 13605864 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 d487050dsc13da.htm SCHEDULE 13D AMENDMENT NO. 4 Schedule 13D Amendment No. 4

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

WESTWAY GROUP, INC.

(Name of Issuer)

Class A Common Stock, $0.0001 Par Value

(Title of Class of Securities)

96169B 100

(CUSIP Number)

Francis P. Jenkins, Jr.

c/o The Shermen Group

230 Park Avenue, Suite 1000

New York, New York 10169

(212) 300-0020

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

January 31, 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. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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. 96169B 100  

 

  1.   

Names of Reporting Persons

 

Francis P. Jenkins, Jr.

  2.  

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

 

(a)  x

(b)  ¨

  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)

 

¨

  6.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

0**

     8.   

Shared Voting Power

 

0**

     9.   

Sole Dispositive Power

 

0**

   10.   

Shared Dispositive Power

 

0**

11.  

Aggregate Amount Beneficially Owned by Each Reporting Persons

 

0**

12.  

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

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

0%**

14.  

Type of Reporting Persons (See Instructions)

 

IN

 

 

* See Item 3.
** See Items 2 and 5.


CUSIP No. 96169B 100  

 

  1.   

Names of Reporting Persons

 

Shermen WSC Holding LLC

  2.  

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

 

(a)  x

(b)  ¨

  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)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

0**

     8.   

Shared Voting Power

 

0**

     9.   

Sole Dispositive Power

 

0**

   10.   

Shared Dispositive Power

 

0**

11.  

Aggregate Amount Beneficially Owned by Each Reporting Persons

 

0**

12.  

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

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

0.00%**

14.  

Type of Reporting Persons (See Instructions)

 

OO (Limited Liability Company)

 

 

* See Item 3.
** See Items 2 and 5.


CUSIP No. 96169B 100  

 

  1.   

Names of Reporting Persons

 

Shermen Capital Partners LLC

  2.  

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

 

(a)  x

(b)  ¨

  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)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

0**

     8.   

Shared Voting Power

 

0**

     9.   

Sole Dispositive Power

 

0**

   10.   

Shared Dispositive Power

 

0**

11.  

Aggregate Amount Beneficially Owned by Each Reporting Persons

 

0**

12.  

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

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

0.00%**

14.  

Type of Reporting Persons (See Instructions)

 

OO (Limited Liability Company)

 

 

* See Item 3.
** See Items 2 and 5.


CUSIP No. 96169B 100  

 

  1.   

Names of Reporting Persons

 

FPJ Partners

  2.  

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

 

(a)  x

(b)  ¨

  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)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7   

Sole Voting Power

 

0**

     8.   

Shared Voting Power

 

0**

     9.   

Sole Dispositive Power

 

0**

   10.   

Shared Dispositive Power

 

0**

11.  

Aggregate Amount Beneficially Owned by Each Reporting Persons

 

0**

12.  

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

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

0%**

14.  

Type of Reporting Persons (See Instructions)

 

PN

 

* See Item 3.
** See Items 2 and 5.


CUSIP No. 96169B 100  

 

  1.   

Names of Reporting Persons

 

W.B. Farms LLC

  2.  

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

 

(a)  x

(b)  ¨

  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)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

0**

     8.   

Shared Voting Power

 

0**

     9.   

Sole Dispositive Power

 

0**

   10.   

Shared Dispositive Power

 

0**

11.  

Aggregate Amount Beneficially Owned by Each Reporting Persons

 

0**

12.  

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

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

0.0**

14.  

Type of Reporting Persons (See Instructions)

 

OO (Limited Liability Company)

 

* See Item 3.
** See Items 2 and 5.


This Amendment No. 4 (“Amendment No. 4”) amends and supplements the statement on Schedule 13D jointly filed by Francis P. Jenkins, Jr. and Shermen WSC Holding LLC on June 14, 2007, as amended by Amendment No. 1 jointly filed on June 4, 2009, by Amendment No. 2 jointly filed on February 16, 2012 and by Amendment No. 3 jointly filed on January 30, 2013 (the “Statement”). Information reported in the Statement remains in effect except to the extent that it is amended, supplemented, restated or superseded by information contained in Amendment No. 4. Capitalized terms used and not defined in Amendment No. 4 have the meanings set forth in the Statement.

 

Item 2. Identity and Background

The second paragraph of Item 2 of the Statement is hereby amended and restated in its entirety as follows:

“The Reporting Persons have entered into a joint filing agreement dated as of February 13, 2013, a copy of which is being filed with Amendment No. 4 as Exhibit 1 and pursuant to which the Reporting Persons have agreed to file Amendment No. 4 jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.”

 

Item 4. Purpose of Transaction

Item 4 of the Statement is hereby amended and supplemented by amending and restating the final two paragraphs as follows:

“On January 31, 2013, pursuant to the terms and conditions of the Offer, Purchaser accepted for payment all of the Reporting Persons’ securities that were validly tendered in the Offer.

Except as indicated in this Amendment No. 4, the Reporting Persons do not have any current plans or proposals which relate to or would result in: (i) any extraordinary transaction, such as a merger, reorganization or liquidation of the Issuer or any of its subsidiaries, (ii) any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (iii) any material change in the present capitalization or dividend policy of the Issuer, (iv) any change in the current board of directors or management of the Issuer, (v) any other material change in the Issuer’s corporate structure or business, (vi) any class of equity security of the Issuer being delisted from a national stock exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (vii) any class of equity securities of the Issuer becoming eligible for termination of registration under Section 12(g)(4) of the Act, (viii) any acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer or (ix) changes in the Issuer’s bylaws or instruments corresponding thereto, or other actions that may impede the acquisition of control of the Issuer by any person.”

 

Item 5. Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

All percentages of the Issuer’s Class A Common Stock reported in Amendment No. 4 as beneficially owned by each Reporting Person (i) are based upon 14,546,048 shares of the Issuer’s Class A Common Stock outstanding as of January 31, 2013 and (ii) assume the exercise of all of the Issuer’s warrants to purchase, and the corresponding issuance of, 3,476,189 shares of the Issuer’s Class A Common Stock.

(a-b) As a result of the transactions above, the Reporting Persons no longer beneficially own any shares of Class A Common Stock of the Issuer or any warrants to purchase shares of Class A Common Stock of the Issuer.

(c) Except as set forth in Item 4 above, the Reporting Persons have not effected any transactions in the securities of the Issuer reported herein during the past 60 days.

(d) To the knowledge of the Reporting Person, other than Parent and Purchaser, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein.

(e) The Reporting Persons ceased to be beneficial owners of 5% or more of the Issuer’s Class A Common Stock on January 31, 2013.


EXHIBIT INDEX

 

Exhibit

  

Description

1.    Joint Filing Agreement, dated as of February 13, 2013


SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2013

 

/s/ Francis P. Jenkins, Jr.
Francis P. Jenkins, Jr.

 

SHERMEN WSC HOLDING LLC
By:   Shermen Capital Partners, LLC, its Managing Member
By:   /s/ Francis P. Jenkins, Jr.
  Name: Francis P. Jenkins, Jr.
  Title: Managing Member

 

SHERMEN CAPITAL PARTNERS LLC
By:   /s/ Francis P. Jenkins, Jr.
  Name: Francis P. Jenkins, Jr.
  Title: Managing Member

 

FPJ PARTNERS
By:   /s/ Francis P. Jenkins, Jr.
  Name: Francis P. Jenkins, Jr.
  Title: Managing General Partner

 

W.B. FARMS LLC
By:   /s/ Francis P. Jenkins, Jr.
  Name: Francis P. Jenkins, Jr.
  Title: Managing Member
EX-99.1 2 d487050dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 1

JOINT FILING AGREEMENT

The undersigned agree as follows:

 

(1) Each of them is individually eligible to use the Schedule 13D to which this exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

 

(2) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated: February 13, 2013

 

/s/ Francis P. Jenkins, Jr.
Francis P. Jenkins, Jr.

 

SHERMEN WSC HOLDING LLC
By:   Shermen Capital Partners, LLC, its Managing Member
By:   /s/ Francis P. Jenkins, Jr.
  Name: Francis P. Jenkins, Jr.
  Title: Managing Member

 

SHERMEN CAPITAL PARTNERS LLC
By:   /s/ Francis P. Jenkins, Jr.
  Name: Francis P. Jenkins, Jr.
  Title: Managing Member

 

FPJ PARTNERS
By:   /s/ Francis P. Jenkins, Jr.
  Name: Francis P. Jenkins, Jr.
  Title: Managing General Partner

 

W.B. FARMS LLC
By:   /s/ Francis P. Jenkins, Jr.
  Name: Francis P. Jenkins, Jr.
  Title: Managing Member