UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No: 4)*
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)
August 18, 2011
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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
476,140
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 674,429 Shares of Class A Common Stock
OWNED BY ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 476,140
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10 SHARED DISPOSITIVE POWER
674,429 Shares of Class A Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,653 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)
8.2%*
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14 TYPE OF REPORTING PERSON
IN
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(1) The information provided for herein includes shares owned by the Fred
Ganning, Jr. 2010 Westway Grantor Retained Annuity Trust, and shares 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 13,994,568 shares
of Class A common stock issued and outstanding on November 4, 2011 as disclosed
in the Company's Quarterly Report on Form 10-Q filed November 14, 2011.
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 674,429 Shares of Class A Common Stock
OWNED BY ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
674,429 Shares of Class A Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
674,429 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)
4.8%*
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14 TYPE OF REPORTING PERSON
OO
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* Percentage calculated on the basis of an aggregate amount of 13,994,568 shares
of Class A common stock issued and outstanding on November 4, 2011 as disclosed
in the Company's Quarterly Report on Form 10-Q filed November 14, 2011.
EXPLANATORY NOTE: This Amendment No. 4 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. 4 ("Amendment No. 4") 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, as amended by Amendment No. 3 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. 4 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 and 7 of the Schedule 13D. Accordingly, those Items are
omitted from this Amendment No. 4. 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 April 19, 2010, for estate planning purposes, Ganning transferred by
gift 1,165,139 shares of Common Stock (the "Gifted Shares") to the Fred Ganning,
Jr. 2010 Westway Grantor Retained Annuity Trust (the "GRAT"), an irrevocable
trust whose trustee is, Janice T. Ganning, the wife of the Reporting Person.
On July 28, 2011 the Trustee of the GRAT transferred 97,399 shares of
Common Stock to Ganning pursuant to the terms of the GRAT, and on August 18,
2011 the Trustee of the GRAT transferred 374,014 shares of Common Stock to
Ganning pursuant to the terms of the GRAT (collectively, the "GRAT Shares").
The GRAT has a two (2) year term whereby at the end of each one year
period during the term, the Reporting Person will receive from the GRAT a
distribution of cash and/or shares of Common Stock or other property equal to a
percentage of the initial fair market value of the GRAT, such percentage as
delineated in the instrument governing the GRAT. At the end of the two year
term, the remaining corpus of the GRAT, if any, will be distributed either (i)
to certain family trusts (as further delineated in the instrument governing the
GRAT) created by the Reporting Person, if he is then living on the expiration of
the GRAT, or (ii) to the legal representatives of the Reporting Person's estate,
if he is not then living on the expiration of the GRAT. Prior to the expiration
of the GRAT, the Reporting Person has the right to substitute the principal of
the GRAT, including the Gifted Shares, with other property having an equal fair
market value. During the term of the GRAT, Janice T. Ganning, the trustee,
retains sole voting power and sole dispositive power with respect to any shares
of Common Stock held by the GRAT.
No consideration was paid by Ganning for the transfer of the GRAT Shares to
Ganning.
Except as set forth on the Schedule 13D, the Reporting Persons have no current
plans or proposals with respect to any of the items described in (a) through (j)
of Item 4 of Schedule 13D. The Reporting Persons have 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 March 16, 2012, the Reporting Persons owned the following
securities of the Company:
(i) Ganning may be deemed to be the beneficial owner of an aggregate
of 1,150,653 shares of Common Stock (of which 476,140 shares of Common Stock are
owned by Ganning, 674,429 shares of Common Stock are owned by the GRAT, and 84
shares are owned by Simplex Corporation, a New York corporation ("Simplex"))
representing an aggregate of 8.2% of the outstanding shares of Common Stock.
Ganning is the sole shareholder of Simplex.
(ii) The GRAT may be deemed to be the beneficial owner of 674,429
shares of Common Stock, representing an aggregate of 4.8% of the outstanding
shares of Common Stock.
(b) (i) As of March 16, 2012 Ganning may be deemed to have sole voting and
dispositive power over 476,140 shares of Common Stock, and 476,140 may be deemed
to have shared voting and dispositive power over 674,513 shares of Common Stock
owned by the GRAT and by Simplex. The GRAT may be deemed to have shared voting
and dispositive power over 674,429 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 84 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 674,429 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) As of August 18, 2011, the GRAT ceased to be a beneficial owner of
more than five percent of the Common Stock.
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
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 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 Sold: Price Per Share($):
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11/30/2011 200 4.20
12/5/2011 100 4.20
12/5/2011 171 4.20
12/15/2011 3,211 4.20
Trade Date: Shares Acquired: Price Per Share($):
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1/17/2012 84 *
* Shares received as a dividend.