UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No: 2)*
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)
September 24, 2010
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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
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,261,889 Shares of Class A Common Stock
OWNED BY ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
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10 SHARED DISPOSITIVE POWER
1,261,889 Shares of Class A Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,261,889 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)
9%*
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14 TYPE OF REPORTING PERSON
IN
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(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 13,957,933 shares
of common stock issued and outstanding on August 9, 2010 as disclosed in the
Company's Report on Form 10-Q filed August 9, 2010.
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, Jr. 2010 Westway Grantor Retained Annuity Trust
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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
NEW JERSEY
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,165,139 Shares of Class A Common Stock
OWNED BY ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
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10 SHARED DISPOSITIVE POWER
1,165,139 Shares of Class A Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,165,139 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)
8.3%*
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14 TYPE OF REPORTING PERSON
OO
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* Percentage calculated on the basis of an aggregate amount of 13,957,933 shares
of common stock issued and outstanding on August 9, 2010 as disclosed in the
Company's Report on Form 10-Q filed August 9, 2010.
EXPLANATORY NOTE: This Amendment No. 2 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. 2 ("Amendment No. 2") 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 (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. 2 amends and supplements only information that has
materially changed from the Schedule 13D, as may have been amended. 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 and 7 of the Schedule 13D.
Accordingly, those Items are omitted from this Amendment No. 2. 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 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and supplemented by adding
the following:
The matters set forth in Item 4 below are incorporated in this Item 3 by
reference as if fully set forth herein.
Item 4. Purpose of Transactions
Item 4 of the Schedule 13D is hereby amended and supplemented by adding
the following:
On September 24, 2010, Simplex Corporation, a New York corporation
("Simplex") tendered 459,800 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"), in a tender offer issued by the Company that expired on
September 21, 2010 for $.13 per Warrant. Ganning is the sole stockholder of
Simplex. The tendering of such Warrants represented a more than 1% change in
ownership in the Company.
Except as set forth on this Schedule 13D, as of the date that required this
filing, the Reporting Persons have 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 Persons reserve the right to adopt such plans or proposals in the
future.
Item 5. Interest in Securities of the Issuer.
(a) As of September 24, 2010, the Reporting Persons owned the following
securities of the Company:
(i) Ganning may be deemed to be the beneficial owner of 1,261,889
shares of Common Stock (of which 96,750 shares of Common Stock are owned by
Simplex, and 1,165,139 shares of Common Stock are owned by the GRAT),
representing 9% of the outstanding shares of Common Stock.
(ii) The GRAT may be deemed to be the beneficial owner of 1,165,139
shares of Common Stock representing 8.3% of the outstanding Common Stock.
(b) (i) As of September 24, 2010, Ganning may be deemed to have shared
voting and dispositive power over 1,261,889 shares of Common Stock owned by the
GRAT and by Simplex.
(ii) As of September 24, 2010, the GRAT may be deemed to have shared
voting and dispositive power over 1,165,139 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 prior to the date of the event that
required the filing of this Amendment are set forth on 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 96,750 shares 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 1,165,139 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.
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 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
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Fred Ganning
Fred Ganning, Jr. 2010 Westway Grantor
Retained Annuity Trust
By: /s/ Janice Ganning
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Janice Ganning
Trustee
SCHEDULE A
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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. 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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8/27/10 5,000 $3.01
8/27/10 10,000 $3.05
8/18/10 8,200 $3.40
8/17/10 1,800 $3.40