sc13da106772whi_01042008.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 1)1

Whitney Information Network, Inc.
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

966621104
(CUSIP Number)

STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 4, 2008
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 966621104
 
 
 
 
1
NAME OF REPORTING PERSON
 
KINGSTOWN CAPITAL PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
478,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
478,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
478,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.1%
14
TYPE OF REPORTING PERSON
 
OO

2
CUSIP NO. 966621104
 
 
 
1
NAME OF REPORTING PERSON
 
HUDSON STREET CAPITAL MANAGEMENT LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
94,250
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
94,250
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
94,250
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.8%
14
TYPE OF REPORTING PERSON
 
OO

3
CUSIP NO. 966621104
 
 
 
1
NAME OF REPORTING PERSON
 
MICHAEL BLITZER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO, PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
492,800
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
492,800
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
492,800
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.2%
14
TYPE OF REPORTING PERSON
 
IN

4
CUSIP NO. 966621104
 
 
 
1
NAME OF REPORTING PERSON
 
GUY SHANON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO, PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
96,700
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
96,700
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
96,700
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.8%
14
TYPE OF REPORTING PERSON
 
IN

5
CUSIP NO. 966621104
 
 
The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned.  This Amendment No. 1 amends the Schedule 13D as specifically set forth.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended to add the following:
 
The aggregate purchase price of the 478,000 Shares owned by Kingstown is approximately $1,161,882, including brokerage commissions.  The Shares owned by Kingstown were acquired with working capital.
 
The aggregate purchase price of the 94,250 Shares owned by Hudson is approximately $363,327, including brokerage commissions.  The Shares owned by Hudson were acquired with working capital.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5(a) is hereby amended to add the following:
 
(a)           As of the close of business on February 5, 2008, Kingstown beneficially owned 478,000 Shares, constituting approximately 4.1% of the Shares outstanding.
 
As of the close of business on February 5, 2008, Hudson beneficially owned 94,250 Shares, constituting approximately 0.8% of the Shares outstanding.
 
As of the close of business on February 5, 2008, Mr. Blitzer beneficially owned 492,800 Shares, constituting approximately 4.2% of the Shares outstanding.  By virtue of his relationship with Kingstown discussed in further detail in Item 2, Mr. Blitzer may be deemed to beneficially own the Shares owned by Kingstown.
 
As of the close of business on February 5, 2008, Mr. Shanon beneficially owned 96,700 Shares, constituting approximately 0.8% of the Shares outstanding. By virtue of his relationship with Hudson discussed in further detail in Item 2, Mr. Shanon may be deemed to beneficially own the Shares owned by Hudson.
 
Item 5(c) is hereby amended to add the following:
 
(c)           Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of the initial Schedule 13D.  Schedule A reflects transactions in which Hudson sold an aggregate of 325,000 Shares to Kingstown as part of a contemplated agreement pursuant to which Mr. Shanon will become a member of Kingstown.
 
 
6
CUSIP NO. 966621104
 
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  February 6, 2008
KINGSTOWN CAPITAL PARTNERS LLC
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Managing Partner


 
HUDSON STREET CAPITAL MANAGEMENT LLC
   
 
By:
/s/ Guy Shanon
   
Guy Shanon
Managing Partner


 
/s/ Michael Blitzer
 
MICHAEL BLITZER

 
 
/s/ Guy Shanon
 
GUY SHANON
 
 
 
7
CUSIP NO. 966621104



SCHEDULE A
 
Transactions in the Securities of the Issuer Since the Filing of the Initial Schedule 13D
 
Class of
Security
Securities
Purchased / (Sold)
Price Per
Share ($)
Date of
Purchase / Sale


 
KINGSTOWN CAPITAL PARTNERS LLC
 
Common Stock
275,000
  
$1.95
02/04/08
         
Common Stock
50,000
  
$2.08
02/05/08


HUDSON STREET CAPITAL MANAGEMENT LLC

Common Stock
(275,000
 ) 
$1.95
02/04/08
         
Common Stock
(50,000
 ) 
$2.08
02/05/08


MICHAEL BLITZER
None
 

GUY SHANON
None
 
 
 
 
8