UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No: ______)*
WESTWAY GROUP, INC.
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE
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(Title of Class of Securities)
961698B 100
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(CUSIP Number)
Fred Ganning
8 Tall Pines Road
Morristown, NJ 07960
(973) 267-6278
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 29, 2009
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(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
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CUSIP NO. 96169B 100
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fred Ganning
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
1,165,139 Shares of Class A Common Stock
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 488,190 Shares of Class A Common Stock
OWNED BY ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,165,139 Shares of Class A Common Stock
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10 SHARED DISPOSITIVE POWER
488,190 Shares of Class A Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,653,329 Shares of Class A Common Stock (1)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4%*
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14 TYPE OF REPORTING PERSON
IN
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(1) The information provided for herein includes shares and warrants owned by
Simplex Corporation, a New York corporation, of which Fred Ganning is the sole
shareholder. 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 12,879,033 shares
of common stock issued and outstanding on June 1, 2009 as disclosed in the
Company's Report on Form 8-K filed June 2, 2009, together with 470,000 shares of
Class A Common Stock which would be issuable upon the exercise of 470,000
Warrants owned by Simplex Corporation for the purposes of calculating the
percent of class.
EXPLANATORY NOTE: On November 25, 2008, the Issuer entered into a Transaction
Agreement, as amended and restated as of May 1, 2009 with ED&F Man Holdings
Limited ("ED&F Man"), Westway Holdings Corporation and certain other parties.
Pursuant to the Transaction Agreement, the Issuer acquired the Westway bulk
liquid storage and liquid feed supplements businesses of ED&F Man in exchange
for shares of the Company's common and preferred stock and cash. This Statement
on Schedule 13D is being filed by the Reporting Person named below to report the
acquisition of securities of the Issuer that were received by the Reporting
Person in exchange for securities of ED&F Man that were owned by the Reporting
Person, as well as to report the beneficial ownership of securities of the
Issuer at such time. Concurrently with this Statement, the Reporting Person is
filing amendments to this Statement to reflect changes that have occurred since
the date of the event that required the filing of this Statement.
Schedule 13D
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement") is being filed pursuant
to Rule 13d-1 promulgated under the Securities Exchange Act of 1934, as amended
(the "Act").
This Statement relates to the 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.
Item 2. Identity and Background.
(a, b, c and f) This Statement is being filed by Mr. Fred Ganning, an
individual ("Ganning" or the "Reporting Person"). Ganning is a citizen of the
United States. Ganning is the sole shareholder, officer and director of Simplex
Corporation, a corporation organized under the laws of the State of New York
("Simplex"). The principal business of Simplex is to hold securities. The
address of the principal business office of each of Ganning and Simplex is: 8
Tall Pines Road, Morristown, NJ 07960.
(d and e) During the last five years, neither the Reporting Person and to
the knowledge of the Reporting Person, none of the directors and officers of
Simplex has been: (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to an offer from ED&F Man Holdings Limited ("EDFM"): (i) Simplex
sold 2,239,545 ordinary shares of EDFM, and (ii) Ganning sold 360,455 ordinary
shares of EDFM for an aggregate of 2,600,000 ordinary shares of EDFM, in
exchange for an aggregate of 1,165,139 shares of Common Stock of the Company.
Simplex expended an aggregate of $130,677.12 from its working capital to
acquire an aggregate of: (i) 18,190 shares of Common Stock, and (ii) 470,000
warrants, with each warrant exercisable to purchase one share of Common Stock at
an exercise price of $5.00 per share until May 24, 2011 (a "Warrant").
Item 4. Purpose of Transactions
The Reporting Person, as of the date that required this filing, intended
to hold the shares of Common Stock of the Company for investment purposes. The
Reporting Person, as of the date that required this filing, had no intention to
purchase additional shares of Common Stock. However, the Reporting Person
reserved the right purchase from time to time in open market or privately
negotiated transactions, additional shares of Common Stock, or options or
derivatives related thereto. In determining whether to purchase shares of Common
Stock, the Reporting Person had intended to consider various factors, including
the Company's financial condition, business and prospects, other developments
concerning the Company, price levels of the Common Stock, other opportunities
available to the Reporting Person, developments with respect to the Reporting
Person's business, and general economic, monetary and stock market conditions.
In addition, depending upon, among other things, the matters referred to above,
the Reporting Person may have determined to dispose of all or a portion of its
Common Stock. Other than as discussed herein, the Reporting Person had no plans
or proposals which relate to or would result in (a) the acquisition of
additional securities of the Company or the disposition of securities of the
Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or of any
of its subsidiaries; (d) any change in the present board of directors or
management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy of the Company;
(f) any other material change in the Company's business or corporate structure;
(g) changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person; (h) causing a class of the Company's securities to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (i) a class of the Company's equity securities becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or (j) any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
(a) As of May 29, 2009, Ganning may be deemed to be the beneficial owner
of 1,653,329 shares of Common Stock, representing 12.4% of the outstanding
shares of Common Stock. Such shares consist of: (x) 1,183,329 shares of Common
Stock (of which 18,190 shares of Common Stock are owned by Simplex), and (y)
470,000 shares of Common Stock issuable upon the exercise of 470,000 Warrants
owned by Simplex.
(b) As of May 29, 2009, Ganning may be deemed to have (x) sole voting and
dispositive power over 1,165,139 shares of Common Stock, and (y) shared voting
and dispositive power over 488,190 shares of Common Stock beneficially owned by
Simplex.
(c) The transactions in the shares of the Company's Common Stock by the
Reporting Person during the past 60 days prior to the date of the event that
required the filing of the Statement 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 488,190 shares owned of record by Simplex. 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.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None in addition to the transactions described in Item 3.
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 as of March 16, 2012
/s/ Fred Ganning
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Fred Ganning
SCHEDULE A
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This Schedule sets forth information with respect to transactions in the
Common Stock and Warrants which were effectuated by a Reporting Person during
the past sixty (60) days prior to the date of event which required the filing of
this statement. Unless otherwise indicated, all transactions were effectuated in
the open market through a broker.
SIMPLEX CORPORATION
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Shares of Common Stock
Trade Date: Shares Purchased: Price Per Share($):
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5/21/09 14,190 5.83
Warrants to purchase Common Stock
Trade Date: Number of Warrants Sold: Sale Price($):
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5/27/09 20,000 .19
5/22/09 30,000 .17
5/21/09 70,000 .16