OMB
APPROVAL
|
||
OMB
Number: 3235-0145
Expires:
Estimated
average burden
hours
per response.........15
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Argan,
Inc.
(Name
of Issuer)
|
Common
Stock, par value $0.15
(Title
of Class of Securities)
|
04010E
10 9
(CUSIP
Number)
|
Richard
A. Krantz
Robinson
& Cole LLP
Financial
Centre
695
East Main Street
Stamford,
Connecticut 06901
(203)
462-7505
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
|
December
8, 2006
(Date
of Event Which Requires Filing of This
Statement)
|
CUSIP
No 04010E
10 9
|
Page
2 of 16
|
(1) Names
of reporting persons
IRS
Identification Nos. of above persons (entities only).
MSR
I
SBIC, L.P.
|
|
(2) Check
the appropriate box if a member of a group (see instructions)
(a)
o
(b)
o
|
|
(3) SEC
use only
|
|
(4) Source
of funds (see instructions)
WC
|
|
(5) Check
if disclosure of legal proceedings is required pursuant to Items
2(d) or
2(e)
o
|
|
(6) Citizenship
or place of organization
Delaware
|
|
Number
of shares beneficially owned by each reporting person with:
|
(7) Sole
Voting Power 879,730
|
(8) Shared
Voting Power 0
|
|
(9) Sole
Dispositive Power
879,730
|
|
(10) Shared
Dispositive Power
0
|
|
(11) Aggregate
Amount Beneficially Owned by Each Reporting Person
879,730
|
|
(12) Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
(13) Percent
of Class Represented by Amount in Row (11)
7.9%
|
|
(14) Type
of Reporting Person (See Instructions)
PN
|
CUSIP
No 04010E
10 9
|
Page 3
of 16
|
(1) Names
of reporting persons
IRS
Identification Nos. of above persons (entities only).
MSR
Fund II, L.P.
|
|
(2) Check
the appropriate box if a member of a group (see instructions)
(a)
o
(b)
o
|
|
(3) SEC
use only
|
|
(4) Source
of funds (see instructions)
WC
|
|
(5) Check
if disclosure of legal proceedings is required pursuant to Items
2(d) or
2(e)
o
|
|
(6) Citizenship
or place of organization
Delaware
|
|
Number
of shares beneficially owned by each reporting person with:
|
(7) Sole
Voting Power 440,540
|
(8) Shared
Voting Power 0
|
|
(9) Sole
Dispositive Power
440,540
|
|
(10) Shared
Dispositive Power
0
|
|
(11) Aggregate
Amount Beneficially Owned by Each Reporting Person
440,540
|
|
(12) Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
(13) Percent
of Class Represented by Amount in Row (11)
4%
|
|
(14) Type
of Reporting Person (See Instructions)
PN
|
CUSIP
No 04010E
10 9
|
Page 4
of 16
|
(1) Names
of reporting persons
IRS
Identification Nos. of above persons (entities only).
MSR Fund II GP, LLC
|
|
(2) Check
the appropriate box if a member of a group (see instructions)
(a)
o
(b)
o
|
|
(3) SEC
use only
|
|
(4) Source
of funds (see instructions)
AF
|
|
(5) Check
if disclosure of legal proceedings is required pursuant to Items
2(d) or
2(e)
o
|
|
(6) Citizenship
or place of organization
Delaware
|
|
Number
of shares beneficially owned by each reporting person with:
|
(7) Sole
Voting Power 0
|
(8) Shared
Voting Power 440,540(1)
|
|
(9) Sole
Dispositive Power
0
|
|
(10) Shared
Dispositive Power
440,540(1)
|
|
(11) Aggregate
Amount Beneficially Owned by Each Reporting Person
440,540(1)
|
|
(12) Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
(13) Percent
of Class Represented by Amount in Row (11)
4%
|
|
(14) Type
of Reporting Person (See Instructions)
OO
|
CUSIP
No 04010E
10 9
|
Page 5
of 16
|
(1) Names
of reporting persons
IRS
Identification Nos. of above persons (entities only).
Tri-Lev
LLC
|
|
(2) Check
the appropriate box if a member of a group (see instructions)
(a)
o
(b)
o
|
|
(3) SEC
use only
|
|
(4) Source
of funds (see instructions)
WC
|
|
(5) Check
if disclosure of legal proceedings is required pursuant to Items
2(d) or
2(e)
o
|
|
(6) Citizenship
or place of organization
Connecticut
|
|
Number
of shares beneficially owned by each reporting person with:
|
(7) Sole
Voting Power 3,000
|
(8) Shared
Voting Power 0
|
|
(9) Sole
Dispositive Power
3,000
|
|
(10) Shared
Dispositive Power
0
|
|
(11) Aggregate
Amount Beneficially Owned by Each Reporting Person
3,000
|
|
(12) Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
(13) Percent
of Class Represented by Amount in Row (11)
0%
|
|
(14) Type
of Reporting Person (See Instructions)
OO
|
CUSIP
No 04010E
10 9
|
Page 6
of 16
|
(1) Names
of reporting persons
IRS
Identification Nos. of above persons (entities only).
MSR
Advisors, Inc.
|
|
(2) Check
the appropriate box if a member of a group (see instructions)
(a)
o
(b)
o
|
|
(3) SEC
use only
|
|
(4) Source
of funds (see instructions)
OO
|
|
(5) Check
if disclosure of legal proceedings is required pursuant to Items
2(d) or
2(e)
o
|
|
(6) Citizenship
or place of organization
Connecticut
|
|
Number
of shares beneficially owned by each reporting person with:
|
(7) Sole
Voting Power
50,000(1)
|
(8) Shared
Voting Power 1,320,270(2)
|
|
(9) Sole
Dispositive Power
50,000(1)
|
|
(10) Shared
Dispositive Power
1,320,270(2)
|
|
(11) Aggregate
Amount Beneficially Owned by Each Reporting Person
1,370,220(1)
|
|
(12) Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
(13) Percent
of Class Represented by Amount in Row (11)
12.4%
|
|
(14) Type
of Reporting Person (See Instructions)
CO
|
CUSIP
No 04010E
10 9
|
Page 7
of 16
|
(1) Names
of reporting persons
IRS
Identification Nos. of above persons (entities only).
MSR
I
SBIC Partners, LLC
|
|
(2) Check
the appropriate box if a member of a group (see instructions)
(a)
o
(b)
o
|
|
(3) SEC
use only
|
|
(4) Source
of funds (see instructions)
AF
|
|
(5) Check
if disclosure of legal proceedings is required pursuant to Items
2(d) or
2(e)
o
|
|
(6) Citizenship
or place of organization
Connecticut
|
|
Number
of shares beneficially owned by each reporting person with:
|
(7) Sole
Voting Power
0
|
(8) Shared
Voting Power 879,730(1)
|
|
(9) Sole
Dispositive Power
0
|
|
(10) Shared
Dispositive Power
879,730(1)
|
|
(11) Aggregate
Amount Beneficially Owned by Each Reporting Person
879,730(1)
|
|
(12) Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
(13) Percent
of Class Represented by Amount in Row (11)
7.9%
|
|
(14) Type
of Reporting Person (See Instructions)
OO
|
CUSIP
No 04010E
10 9
|
Page 8
of 16
|
(1) Names
of reporting persons
IRS
Identification Nos. of above persons (entities only).
Daniel
A. Levinson
|
|
(2) Check
the appropriate box if a member of a group (see instructions)
(a)
o
(b)
o
|
|
(3) SEC
use only
|
|
(4) Source
of funds (see instructions)
AF
|
|
(5) Check
if disclosure of legal proceedings is required pursuant to Items
2(d) or
2(e)
o
|
|
(6) Citizenship
or place of organization
U.S.
|
|
Number
of shares beneficially owned by each reporting person with:
|
(7) Sole
Voting Power
15,000(1)
|
(8) Shared
Voting Power 1,373,270(1)
|
|
(9) Sole
Dispositive Power
15,000(1)
|
|
(10) Shared
Dispositive Power
1,373,270(1)
|
|
(11) Aggregate
Amount Beneficially Owned by Each Reporting Person
1,388,270(1)(2)
|
|
(12) Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
(13) Percent
of Class Represented by Amount in Row (11)
12.5%
|
|
(14) Type
of Reporting Person (See Instructions)
IN
|
(1)
|
15,000
shares of Common Stock underlying options held by Mr.
Levinson.
|
(2)
|
Mr.
Levinson may be deemed to indirectly beneficially own (i) 879,730
shares
of Common Stock held directly by MSR I SBIC, L.P., (ii) 3,000 shares
of
Common Stock held directly by Tri-Lev LLC, (iii) 440,540 shares of
Common
Stock held directly by MSR Fund II, L.P., and (iv) 50,000 shares
of Common
Stock underlying warrants held directly by MSR Advisors,
Inc.
|
CUSIP
No 04010E
10 9
|
Page 9
of 16
|
CUSIP
No 04010E
10 9
|
Page 10
of 16
|
CUSIP
No 04010E
10 9
|
Page 11
of 16
|
(a)
|
The
acquisition by any person of additional securities of the Issuer,
or the
disposition of securities of the
Issuer;
|
(b)
|
An
extraordinary corporate transaction, such as a merger, reorganization
or
liquidation involving the Issuer or any of its
subsidiaries;
|
(c)
|
A
sale or transfer of a material amount of assets of the Issuer or
any of
its subsidiaries;
|
(d)
|
Any
change in the present Board of Directors or management of the Issuer,
including any plans or proposals to change the number of 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
Issuer;
|
(f)
|
Any
other material change in the Issuer’s business or corporate structure;
|
(g)
|
Changes
in the Issuer’s charter, by-laws, or instruments corresponding thereto or
other actions that may impede the acquisition of control of the Issuer
by
any person;
|
(h)
|
Causing
a class of the securities of the Issuer to be delisted from a national
securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
|
(i)
|
A
class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934, as amended; or
|
(j)
|
Any
action similar to any of those listed
above.
|
CUSIP
No 04010E
10 9
|
Page 12
of 16
|
Reporting
Persons
|
Number
of Shares
With
Sole Voting
and
Dispositive
Power
|
Number
of Shares With
Shared
Voting
and
Dispositive Power
|
Aggregate
Number
of
Shares
Beneficially
Owned
|
|
Percentage
of
Class
Beneficially
Owned
|
|||||||||||||||
|
Common
Stock
|
Underlying
Warrants
|
Common
Stock
|
Underlying
Warrants
|
|
|
MSRI
|
879,730
|
0
|
0
|
0
|
879,730
|
7.9
|
%
|
||||||||||||
Tri-Lev
|
3,000
|
0
|
0
|
0
|
3,000
|
0
|
%
|
||||||||||||
MSRA
|
0
|
50,000(2
|
)
|
1,320,270(3
|
)
|
0
|
1,370,270
|
12.4
|
%
|
||||||||||
MSRI
Partners
|
0
|
0
|
879,730(1
|
)
|
0
|
879,730
|
7.9
|
%
|
|||||||||||
Fund
II
|
440,450
|
0
|
0
|
0
|
440,450
|
4
|
%
|
||||||||||||
Fund
II GP
|
0
|
0
|
440,450(4
|
)
|
0
|
440,450
|
4
|
%
|
|||||||||||
Daniel
A. Levinson
|
0
|
15,000(5
|
)
|
1,323,270(6
|
)
|
50,000(7
|
)
|
1,388,270
|
12.5
|
%
|
(1) |
MSRI
Partners may be deemed to indirectly beneficially own 879,730 shares
of
common stock held directly by MSRI.
|
(2) |
Common
stock underlying warrants held by MSRA. Warrants are exercisable
until
December 31, 2012.
|
(3) |
MSRA
may be deemed to indirectly beneficially own 786,937 shares of common
stock held directly by MSRI and 440,540 shares of common stock held
directly by Fund II.
|
(4) |
Fund
II GP may be deemed to indirectly beneficially own 440,450 shares
of
common stock held directly by Fund
II.
|
(5) |
Common
stock underlying options held by Mr.
Levinson.
|
CUSIP
No 04010E
10 9
|
Page 13
of 16
|
(6) |
Mr.
Levinson may be deemed to indirectly beneficially own (i) 879,730
shares
of common stock held directly by MSRI, (ii) 3,000 shares of common
stock
held directly by Tri-Lev, (iii) and 440,540 shares of common stock
held
directly by Fund II.
|
(7) |
Common
stock underlying options held by Mr.
Levinson.
|
(c)
|
Other
than as reported in this Schedule 13D, none of the Reporting Persons
has
effected any transactions involving the Common Stock or the warrants
in
the 60 days prior to filing this Schedule 13D.
|
(d)
|
No
other persons have the right to receive or the power to direct the
receipt
of dividends from, or the proceeds from the sale of, the
Securities.
|
(e)
|
Not
applicable.
|
1.
|
Joint
Filing Agreement, dated December 28,
2006.
|
CUSIP
No 04010E
10 9
|
Page 14
of 16
|
MSR
I SBIC, L.P.
|
|||
By:
|
/s/
Daniel Levinson
|
||
Name: |
Daniel
Levinson
|
||
Title: |
President,
MSR Advisors, Inc.
|
||
Tri-Lev
LLC
|
|||
By:
|
/s/
Daniel Levinson
|
||
Name: |
Daniel
Levinson
|
||
Title: |
Managing
Member
|
||
MSR
Advisors, Inc.
|
|||
By:
|
/s/
Daniel Levinson
|
||
Name: |
Daniel
Levinson
|
||
Title: |
President
|
||
MSR
I SBIC Partners, LLC
|
|||
By:
|
/s/
Daniel Levinson
|
||
Name: |
Daniel
Levinson
|
||
Title: |
President,
MSR Advisors, Inc.
|
||
MSR
Fund II, L.P.
|
|||
By:
|
/s/
Daniel Levinson
|
||
Name: |
Daniel
Levinson
|
||
Title: |
President,
MSR Advisors, Inc.
|
||
MSR
Fund II GP, LLC
|
|||
By:
|
/s/
Daniel Levinson
|
||
Name: |
Daniel
Levinson
|
||
Title: |
President,
MSR Advisors, Inc.
|
||
By:
|
/s/
Daniel Levinson
|
||
Name: |
Daniel
Levinson
|
CUSIP
No 04010E
10 9
|
Page 15
of 16
|
NAME/PLACE
OF CITIZENSHIP
|
POSITION
WITH MSR ADVISORS, INC.
|
Daniel
A. Levinson
|
Sole
Shareholder/President
|
Michael
Tamulis
|
Chief
Financial Officer
|
Marshall
Kiev
|
Secretary
|
NAME/PLACE
OF CITIZENSHIP
|
POSITION
WITH MSRI PARTNERS
|
PRINCIPAL
OCCUPATION
|
Daniel
A. Levinson
|
Managing
Member
|
President
of MSRA
|
MSR
Advisors, Inc.
|
Manager
|
Investment
Counselor and Portfolio Manager
|
Marshall
Kiev
|
Member
|
Secretary
of MSRA
|
David
Schneider
|
Member
|
Principal
of MSRA
|
Mark
Bates
|
Member
|
Principal
of MSRA
|
NAME/PLACE
OF CITIZENSHIP
|
POSITION
WITH MSRI
|
MSR
I SBIC Partners, LLC
|
General
Partner
|
CUSIP
No 04010E
10 9
|
Page 16
of 16
|
NAME/PLACE
OF CITIZENSHIP
|
POSITION
WITH TRI-LEV LLC
|
PRINCIPAL
OCCUPATION
|
PRINCIPAL
BUSINESS/RESIDENTIAL ADDRESS
|
Daniel
A. Levinson
|
Managing
Member
|
President
of MSRA
|
|
MSRA
|
Manager
|
Investment
Counselor and
Portfolio
Manager
|
|
Jonathan
Levinson
|
Member
|
Private
Investor
|
75
Dorchester Road,
Scarsdale,
New York 10583
|
Deborah
Weber
|
Member
|
Homemaker
|
220
Mulbury Road,
Orange,
Connecticut 06477
|
NAME/PLACE
OF CITIZENSHIP
|
POSITION
WITH FUND II
|
MSR
Fund II GP, LLC
|
General
Partner
|
NAME/PLACE
OF CITIZENSHIP
|
POSITION
WITH FUND II
|
PRINCIPAL
OCCUPATION
|
Daniel
A. Levinson
|
Managing
Member
|
President
of MSRA
|
Marshall
Kiev
|
Member
|
Secretary
of MSRA
|
David
Schneider
|
Member
|
Principal
of MSRA
|
Mark
Bates
|
Member
|
Principal
of MSRA
|