0001144204-12-015649.txt : 20120316
0001144204-12-015649.hdr.sgml : 20120316
20120316163815
ACCESSION NUMBER: 0001144204-12-015649
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120316
DATE AS OF CHANGE: 20120316
GROUP MEMBERS: FRED GANNING JR 2010 WESTWAY GRANTOR RETAINED ANNUITY TRUST
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: GANNING FRED
CENTRAL INDEX KEY: 0001517090
FILING VALUES:
FORM TYPE: SC 13D/A
MAIL ADDRESS:
STREET 1: 8 TALL PINES ROAD
CITY: MORRISTOWN
STATE: NJ
ZIP: 07960
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: 12698122
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
v306103_sc13da.txt
SC 13D/A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No: 3)*
WESTWAY GROUP, INC.
-------------------
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE
-------------------
(Title of Class of Securities)
961698B 100
-------------------
(CUSIP Number)
Fred Ganning
8 Tall Pines Road
Morristown, NJ 07960
(973) 267-6278
-------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 1, 2011
-------------------
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), (f) or (g), check the following | |
*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 liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
SCHEDULE 13D
--------------------------------------------------------------------------------
CUSIP NO. 96169B 100
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fred Ganning
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b)
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,177,126 Shares of Class A Common Stock
OWNED BY ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,177,126 Shares of Class A Common Stock
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,177,126 Shares of Class A Common Stock (1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
(1) The information provided for herein includes shares owned by Simplex
Corporation, a New York corporation, of which Fred Ganning is the sole
shareholder, and shares owned by the Fred Ganning, Jr. 2010 Westway Grantor
Retained Annuity Trust. Mr. Ganning disclaims beneficial ownership of such
securities except to the extent of his pecuniary interest therein.
* Percentage calculated on the basis of an aggregate amount of 14,286,226 shares
of common stock issued and outstanding on March 21, 2011 as disclosed in the
Company's Report on Form 10-K filed March 31, 2011.
SCHEDULE 13D
--------------------------------------------------------------------------------
CUSIP NO. 96169B 100
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fred Ganning, Jr. 2010 Westway Grantor Retained Annuity Trust
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b)
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
oo
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,140,139 Shares of Class A Common Stock
OWNED BY ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,140,139 Shares of Class A Common Stock
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,140,139 Shares of Class A Common Stock (1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
* Percentage calculated on the basis of an aggregate amount of 14,286,226 shares
of common stock issued and outstanding on March 21, 2011 as disclosed in the
Company's Report on Form 10-K filed March 31, 2011.
EXPLANATORY NOTE: This Amendment No. 3 to the Statement on Schedule 13D is being
filed by the Reporting Persons named below to report changes that occurred since
the date of the event that required the filing of the initial Statement.
Concurrently with this Amendment, the Reporting Persons are filing additional
amendments to the Statement to reflect changes that have occurred since the date
of the event that required the filing of this Amendment.
Schedule 13D
This statement constitutes Amendment No. 3 ("Amendment No. 3") to the
statement on Schedule 13D filed with the Securities and Exchange Commission (the
"SEC") on March 16, 2012, as amended by Amendment No. 1, filed with the SEC on
March 16, 2012, as amended by Amendment No. 2, filed with the SEC on March 16,
2012 (collectively, the "Schedule 13D") by Fred Ganning ("Ganning"), and the
Fred Ganning, Jr. 2010 Westway Grantor Retained Annuity Trust (the "GRAT") (each
a "Reporting Person" and collectively the "Reporting Persons") in connection
with the ownership of Class A Common Stock, par value $0.0001 per share (the
"Common Stock"), of Westway Group, Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Company"). The address of the
principal executive office of the Company is 365 Canal Street, Suite 2900, New
Orleans, Louisiana 70130.
In accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as
amended, this Amendment No. 3 amends and supplements only information that has
materially changed from the Schedule 13D. To the best knowledge of the Reporting
Persons, there has been no material change in the information set forth in
response to Items 1, 2, 3, 6 and 7 of the Schedule 13D. Accordingly, those Items
are omitted from this Amendment No. 3. Unless otherwise stated, the information
set forth in the Schedule 13D remains accurate in all material respects. Unless
otherwise defined herein, capitalized terms herein shall have the meanings set
forth in the Schedule 13D.
Item 4. Purpose of Transactions
Item 4 of the Schedule 13D is hereby amended and supplemented by adding
the following:
The purpose of the filing of this Amendment No. 3 to Schedule 13D is to
revise the intent of ownership of the Reporting Person as set forth in Schedule
13D. Subsection (d) of Item 4 of Schedule 13D is hereby amended to state that on
April 1, 2011 the GRAT sent a letter to the Board of Directors setting forth the
request by it to nominate Fred Ganning for election as a director at the 2011
annual meeting of the Company.
Except as set forth on this Amendment No. 3 to Schedule 13D, as of the date that
required this filing, the Reporting Persons had no plans or proposals with
respect to any of the items described in (a) through (j) of Item 4 of Schedule
13D. As of the date that required this filing, the Reporting Persons had not
formulated any plans or proposals which relate to or would result in any matter
required to be disclosed in response to paragraphs (a) through (j) of Item 4 of
Schedule 13(d). However, the Reporting Person reserves the right to adopt such
plans or proposals in the future.
Item 5. Interest in Securities of the Issuer.
(a) As of April 1, 2011, the Reporting Persons owned the following
securities of the Company:
(i) Ganning may be deemed to be the beneficial owner of 1,177,126
shares of Class A Common Stock (of which 36,987 shares of Common Stock are owned
by Simplex Corporation, a New York corporation ("Simplex"), and 1,140,139 shares
of Common Stock are owned by the GRAT), representing 8.2% of the outstanding
shares of Class A Common Stock. Ganning is the sole shareholder of Simplex.
(ii) The GRAT may be deemed to be the beneficial owner of 1,140,139
shares of Class A Common Stock, representing 8.0% of the outstanding shares of
Class A Common Stock.
(b) (i) As of April 1, 2011, Ganning may be deemed to have shared voting
and dispositive power over 1,177,126 shares of Common Stock owned by the GRAT
and by Simplex.
(ii) As of April 1, 2011, the GRAT may be deemed to have shared voting
and dispositive power over 1,140,139 shares of Common Stock.
(c) The transactions in the shares of the Company's Common Stock by the
Reporting Persons during the past 60 days are set forth in Schedule A hereto and
incorporated herein by reference.
(d) Ganning, as the sole shareholder of Simplex Corporation, has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the 36,987 shares of Common Stock owned of record by Simplex
Corporation and reported herein as beneficially owned by Ganning. Pursuant to
Rule 13d-4 under the Exchange Act, Ganning disclaims the beneficial ownership of
these shares except to the extent of his pecuniary interest therein. Because
Ganning has the right to substitute the principal of the GRAT, including shares
of Common Stock, with other property having an equal fair market value, Ganning
may be deemed to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the 1,140,139 shares owned of
record by the GRAT. Pursuant to Rule 13d-4 under the Exchange Act, Ganning
disclaims the beneficial ownership of these shares except to the extent of his
pecuniary interest therein.
(e) Not applicable.
Signature
After reasonable inquiry and to the best knowledge and belief of the
undersigned, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated as of March 16, 2012
/s/ Fred Ganning
--------------------------------------
Fred Ganning
Fred Ganning, Jr. 2010 Westway Grantor
Retained Annuity Trust
By: /s/ Janice Ganning
----------------------------------
Janice Ganning
Trustee
SCHEDULE A
----------
This Schedule sets forth information with respect to transactions in the
Common Stock which were effectuated by a Reporting Person during the past sixty
days prior to the date of the event requiring the filing of the Amendment.
Unless otherwise indicated, all transactions were effectuated in the open market
through a broker.
SIMPLEX CORPORATION
-------------------
Shares of Common Stock
Trade Date: Shares Sold: Price Per Share($):
----------- ------------ -------------------
3/8/11 426 $4.30
2/24/11 3,874 $4.30
2/22/11 700 $4.30
FRED GANNING, JR. 2010 WESTWAY GRANTOR RETAINED ANNUITY TRUST
-------------------------------------------------------------
Shares of Common Stock
Trade Date: Shares Sold: Price Per Share($):
----------- ------------ -------------------
3/11/11 5,000 $4.34
3/11/11 3,637 $4.39
3/29/11 10,000 $4.44
3/29/11 6,363 $4.39