UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 20, 2009
SHERMEN WSC ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware | | 000-52642 | | 20-4755936 |
(State or Other Jurisdiction of
Incorporation or Organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| | | | |
c/o The Shermen Group, 230 Park Avenue, Suite 1000
New York, NY | | 10169 |
(Address of Principal Executive Offices) | | (Zip Code) |
(212) 300-0020
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name of Former Address if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure
Shermen WSC Acquisition Corp. (“Shermen” or the “Company”) announced the filing on January 20, 2009 of a preliminary proxy statement with the Securities and Exchange Commission (“SEC”) with respect to a special meeting of stockholders to be held to consider and vote upon the previously announced merger with ED&F Man Holdings Limited’s (together with its subsidiaries, “ED&F Man”) bulk liquid storage and liquid animal feed supplement businesses (“Westway Group”, “Westway” or the “Businesses”). A copy of the Press Release issued by the Company announcing the filing of the preliminary proxy statement is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
The Company is also filing a copy of the Transaction Agreement by and among the Company, Terminal Merger Sub LLC, Feed Merger Sub LLC, ED&F Man, Westway Holdings Corporation, Westway Terminal Company Inc. and Westway Feed Products, Inc., together with exhibits thereto, which is attached as Exhibit 2.1 to this Current Report on Form 8-K.
Item 8.01. Other Events
The information set forth under 7.01 is hereby incorporated by reference into this Item 8.01
Item 9.01. Financial Statements and Exhibits
(d) | | Exhibits: | | |
| | | | |
| | Exhibit 2.1† | | Transaction Agreement, dated as of November 25, 2008, by and among Shermen WSC Acquisition Corp., Terminal Merger Sub LLC, Feed Merger Sub LLC, ED&F Man Holdings Limited, Westway Holdings Corporation, Westway Terminal Company Inc. and Westway Feed Products, Inc. |
| | | | |
| | Exhibit 99.1 | | Press Release of Shermen WSC Acquisition Corp., dated January 20, 2009. |
† | | Portions of such exhibit have been omitted pursuant to a separate confidential treatment request and such information has been filed separately with the Securities and Exchange Commission |
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Where to Find Additional Information
The Company has filed with the SEC a preliminary proxy statement in connection with the proposed transaction and intends to mail a definitive proxy statement and other relevant documents to Company stockholders. Stockholders of the Company and other, interested persons are advised to read the Company’s preliminary proxy statement, and amendments thereto, and definitive proxy statement, when available, in connection with the Company’s solicitation of proxies for the special meeting to be held to approve the transaction because these proxy statements will contain important information about ED&F, the Company and the proposed transaction. The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting on the merger. Stockholders will also be able to obtain a copy of the preliminary and definitive proxy statements, without charge, once available, at the SEC’s Internet site at http://www.sec.gov or by directing a request to: Shermen WSC Acquisition Corp., c/o The Shermen Group, 230 Park Avenue, Suite 1000 New York, NY 10169, telephone (212) 300-0020. The proxy statements or applicable parts of such statements may also be notified to the public in accordance with the rules of the Over-the-Counter Bulletin Board.
The Company and its directors and officers may be deemed participants in the solicitation of proxies from the Company’s stockholders. A list of the names of those directors and officers and descriptions of their interests in the Company is contained in the Company’s prospectus dated May 24, 2007, which is filed with the SEC, and will also be contained in the Company’s proxy statement when it becomes available. The Company’s stockholders may obtain additional information about the interests of its directors and officers in the transactions by reading the Company’ proxy statement when it becomes available.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 20, 2009 | SHERMEN WSC ACQUISITION CORP. |
| |
| | |
| By: | /s/ Francis P. Jenkins, Jr. |
| | Name: Francis P. Jenkins, Jr. |
| | Title: Chairman and Chief Executive Officer |
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EXHIBIT INDEX
Exhibit
Number | | Description |
| | |
2.1† | | Transaction Agreement, dated as of November 25, 2008, by and among Shermen WSC Acquisition Corp., Terminal Merger Sub LLC, Feed Merger Sub LLC, ED&F Man Holdings Limited, Westway Holdings Corporation, Westway Terminal Company Inc. and Westway Feed Products, Inc. |
| | |
99.1 | | Press Release of Shermen WSC Acquisition Corp., dated January 20, 2009. |
† | | Portions of such exhibit have been omitted pursuant to a separate confidential treatment request and such information has been filed separately with the Securities and Exchange Commission. |
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