0000930413-12-000857.txt : 20120214 0000930413-12-000857.hdr.sgml : 20120214 20120214151703 ACCESSION NUMBER: 0000930413-12-000857 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82912 FILM NUMBER: 12608528 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TEACHERS ADVISORS INC CENTRAL INDEX KEY: 0000939222 IRS NUMBER: 133760073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 730 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-3206 BUSINESS PHONE: 2129166042 MAIL ADDRESS: STREET 1: 730 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-3206 SC 13G/A 1 c68536_13ga.htm

 

 

 

CUSIP No. 96169B100

13G

Page 2 of 8

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13G

 

(Rule 13d-102)

 

Information to be Included in Statements Filed Pursuant to §240.13d-1(b), (c) and (d)

and Amendments Thereto Filed Pursuant to §240.13d-2

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 2)*

 

Westway Group Inc.

 

 

(Name of Issuer)

 

Common Stock

 

 

(Title of Class of Securities)

 

96169B100

 

(CUSIP Number)

 

December 31, 2011

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

(x) Rule 13d-1(b)

( ) Rule 13d-1(c)

( ) Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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 the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following page(s))


 

 

 

CUSIP No. 96169B100

13G

Page 3 of 8

 

 

 

 

 

 

1.

NAME OF REPORTING PERSONS

 

 

 

 

 

 

 

TIAA-CREF Investment Management, LLC

 

 

 

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ( )

 

 

 

 

 

(b) ( )

 

 

 

 

 

 

 

 

 

 

 

 

3.

SEC USE ONLY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

 

 

Delaware

 

 

 

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:

 

 

 

 

 

 

 

5.

SOLE VOTING POWER

430,000

 

 

 

 

 

 

 

6.

SHARED VOTING POWER

0

 

 

 

 

 

 

 

 

7.

SOLE DISPOSITIVE POWER

430,000

 

 

 

 

 

 

 

8.

SHARED DISPOSITIVE POWER

0

 

 

 

 

 

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

430,000

 

 

 

 

 

 

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ( )

 

 

 

 

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

 

 

 

 

 

 

 

3.07%

 

 

 

 

 

 

 

12.

TYPE OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

 

 

 

IA

 


 

 

 

CUSIP No. 96169B100

13G

Page 4 of 8

 

 

 

 

 

 

1.

NAME OF REPORTING PERSONS

 

 

 

 

 

 

 

Teachers Advisors, Inc.

 

 

 

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ( )

 

 

 

 

 

(b) ( )

 

 

 

 

 

 

 

 

 

 

 

 

3.

SEC USE ONLY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

 

 

Delaware

 

 

 

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:

 

 

 

 

 

 

 

5.

SOLE VOTING POWER

311,591

 

 

 

 

 

 

 

6.

SHARED VOTING POWER

0

 

 

 

 

 

 

 

 

7.

SOLE DISPOSITIVE POWER

311,591

 

 

 

 

 

 

 

8.

SHARED DISPOSITIVE POWER

0

 

 

 

 

 

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

311,591

 

 

 

 

 

 

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ( )

 

 

 

 

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

 

 

 

 

 

 

 

2.23%

 

 

 

 

 

 

 

12.

TYPE OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

 

 

 

   IA

 


 

 

 

CUSIP No. 96169B100

13G

Page 5 of 8

 

 

 

Item 1(a).

NAME OF ISSUER:

 

 

 

 

 

Westway Group Inc.

 

 

 

Item 1(b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

 

 

 

 

365 Canal Street,

 

 

Suite 2900
New Orleans, LA 70130

 

 

 

Items 2(a)-2(c).

 

NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND CITIZENSHIP OF PERSONS FILING:

 

 

 

 

 

TIAA-CREF Investment Management, LLC (“Investment Management”)

 

 

730 Third Avenue

 

 

New York, NY 10017-3206

 

 

Citizenship: Delaware

 

 

 

 

 

Teachers Advisors, Inc. (“Advisors”)

 

 

730 Third Avenue

 

 

New York, NY 10017-3206

 

 

Citizenship: Delaware

 

 

Item 2(d).

TITLE OF CLASS OF SECURITIES:

 

 

 

 

Common Stock

 

 

 

Item 2(e).

CUSIP NUMBER:

 

 

 

96169B100

 

 

 

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO §240.13d-1(b), OR §240.13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:

Investment Management

 

 

 

(a)

( )

Broker or dealer registered under Section 15 of the Exchange Act.

 

 

 

(b)

( )

Bank as defined in Section 3(a)(6) of the Exchange Act.

 

 

 

(c)

( )

Insurance Company as defined in Section 3(a)(19) of the Exchange Act.

 

 

 

(d)

( )

Investment Company registered under Section 8 of the Investment Company Act of 1940.

 

 

 

(e)

(x)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

 

 

 

(f)

( )

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

 

 

 

(g)

( )

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

 

 

 

(h)

( )

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 

 

 

(i)

( )

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.



 

 

 

CUSIP No. 96169B100

13G

Page 6 of 8

 

 

 

(j)

( )

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

 

 

Advisors

 

 

 

(a)

( )

Broker or dealer registered under Section 15 of the Exchange Act.

 

 

 

(b)

( )

Bank as defined in Section 3(a)(6) of the Exchange Act.

 

 

 

(c)

( )

Insurance Company as defined in Section 3(a)(19) of the Exchange Act.

 

 

 

(d)

( )

Investment Company registered under Section 8 of the Investment Company Act of 1940.

 

 

 

(e)

(x)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

 

 

 

(f)

( )

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

 

 

 

(g)

( )

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

 

 

 

(h)

( )

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 

 

 

(i)

( )

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.

 

 

 

(j)

( )

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

 

 

If this statement is filed pursuant to Rule 13d-1(c), check this box. (   )

 

 

 

Item 4.

OWNERSHIP

 

 

 

 

             Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1:

 

 

 

             (a) Aggregate amount beneficially owned: 

      741,591 (See Exhibit A attached)

 

 

 

             (b) Percent of class:

5.30%

 

 

 

             (c) Number of shares as to which the person has:

 

 

 

 

 

 

 

 

 

 

Investment Management

 

Advisors

 

 

 

 

 

 

 

 

 

 

 

 

 

Sole Voting Power:

 

 

430,000

 

 

311,591

 

 

 

 

 

 

 

 

 

Shared Voting Power:

 

 

0

 

 

0

 

 

 

 

 

 

 

 

 

Sole Dispositive Power:

 

 

430,000

 

 

311,591

 

 

 

 

 

 

 

 

 

Shared Dispositive Power:

 

 

0

 

 

0

 

 

 

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 

 

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following (   ).



 

 

 

CUSIP No. 96169B100

13G

Page 7 of 8

 

 

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

 

 

See Exhibit A attached

 

 

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 

 

 

Not Applicable

 

 

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

 

 

Not Applicable

 

 

Item 9.

NOTICE OF DISSOLUTION OF GROUP.

 

 

 

Not Applicable

 

 

Item 10.

CERTIFICATIONS.

 

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

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.

 

 

 

Date: February 14, 2012

 

 

 

 

 

TIAA-CREF INVESTMENT
MANAGEMENT, LLC

 

 

By:

/s/ Richard S. Biegen

 

 

 

 

 

Richard Biegen, Chief Compliance Officer

 

 

 

 

 

TEACHERS ADVISORS, INC.

 

 

 

 

 

By:

/s/ Richard S. Biegen

 

 

 

 

 

Richard Biegen, Managing Director,

 

Senior Compliance Officer


EXHIBIT A

 

 

ITEM 6.

OWNERSHIP.

TIAA-CREF Investment Management, LLC (“Investment Management”) is the investment adviser to the College Retirement Equities Fund (“CREF”), a registered investment company, and may be deemed to be a beneficial owner of 430,000 shares of Issuer’s common stock owned by CREF. Teachers Advisors, Inc. (“Advisors”) is the investment adviser to one registered investment company, TIAA-CREF Funds (“Funds”), as well as the TIAA-CREF Asset Management Commingled Funds Trust I (“TCAM Funds”), and may be deemed to be a beneficial owner of 311,591 shares of Issuer’s common stock owned by the Funds and TCAM Funds. Investment Management and Advisors are reporting their combined holdings for the purpose of administrative convenience. These shares were acquired in the ordinary course of business, and not with the purpose or effect of changing or influencing control of the Issuer. Each of Investment Management and Advisors expressly disclaims beneficial ownership of the other’s securities holdings and each disclaims that it is a member of a “group” with the other.