UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Argan, Inc.
(Name of Issuer)
Common Stock, Par Value $0.15 Per Share
(Title of Class of Securities)
04010E109
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] 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).
CUSIP No. 04010E109
1. Names of Reporting Person
Allen & Company LLC
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 80,000
Owned by
Each Reporting 7. Sole Dispositive Power: 0
Person With
8. Shared Dispositive Power: 80,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
80,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
0.6%
12. Type of Reporting Person
BD
CUSIP No. 04010E109
1. Names of Reporting Person
Allen SBH Investments, LLC
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 386,667
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 386,667
9. Aggregate Amount Beneficially Owned by Each Reporting Person
386,667
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
2.9%
12. Type of Reporting Person
OO
CUSIP No. 04010E109
1. Names of Reporting Person
Allen & Company Incorporated
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
New York, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 64,516
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 64,516
9. Aggregate Amount Beneficially Owned by Each Reporting Person
64,516
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
0.5%
12. Type of Reporting Person
CO
CUSIP No. 04010E109
1. Names of Reporting Person
Quinn, James W.
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 94,570 (includes 15,000 shares underlying
Number of options)
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 94,570 (includes 15,000 shares
Each Reporting underlying options)
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
94,570 (includes 15,000 shares underlying options)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
0.7%
12. Type of Reporting Person
IN
Item 1. (a) Issuer: Argan, Inc. ("Issuer")
Item 1. (b) Address of Issuer's Principal Executive Offices:
Argan, Inc.
One Church Street, Suite 401
Rockville, MD 20850
Item 2. (a) Name of Person Filing:
(i) Allen & Company LLC
(ii) Allen SBH Investments LLC
(iii) Allen & Company Incorporated
(iv) James W. Quinn
(b) Address or Principal Business Office or, If None, Residence:
(i) 711 Fifth Avenue, New York, NY 10022
(ii) 711 Fifth Avenue, New York, NY 10022
(iii) 711 Fifth Avenue, New York, NY 10022
(iv) 711 Fifth Avenue, New York, NY 10022
(c) Citizenship:
(i) Delaware
(ii) Delaware
(iii) New York
(iv) United States
(d) Title of Class of Securities
Common Stock, Par Value $0.15 Per Share
(e) CUSIP Number: 04010E109
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o);
(b) |_| Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8);
(e) |_| An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with ss.240.13d- 1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(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 (15 U.S.C. 80a-3);
(j) |_| A non-U.S. institution in accordance with
ss.240.13d-1(b)(1)(ii)(J);
(k) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(K).
Item 4. Ownership
(a) Amount beneficially owned:
625,753*
(b) Percent of class:
4.7%
(c) Number of shares as to which such person has:
(i) Sole power to direct the vote: 94,570 (includes
15,000 shares underlying options)
(ii) Shared power to direct the vote: 531,183*
(iii) Sole power to dispose or direct the disposition of:
94,570 (includes 15,000 shares underlying options)
(iv) Shared power to dispose or direct the disposition of:
531,183*
* The number of shares reported hereby excludes approximately
239,139 shares that, to the Reporting Persons' knowledge, are held by
certain officers and employees of Allen & Company LLC, and their
related parties. The Reporting Persons disclaim beneficial ownership
of all shares held by such officers, employees and related parties.
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 |X|
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
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
Herbert A. Allen III, as President of Allen & Company LLC,. may be
deemed to be a member of a group with such entity and to beneficially
own the shares held directly by each of such entity. Mr. Allen and
such entity disclaim that Mr. Allen and such entity constitute a group
for purposes of Rule 13d-5 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Further, Mr. Allen disclaims beneficial
ownership of the shares of the Issuer's common stock held by such entity
except to the extent of his pecuniary interest therein. Mr. Herbert A.
Allen, as President of Allen & Company Incorporated and Allen SBH
Investments LLC. may be deemed to be a member of a group with such
entities and to beneficially own the shares held directly by each of
such entities. Mr. Allen and such entities disclaim that Mr. Allen and
such entities constitute a group for purposes of Rule 13d-5 of the
Exchange Act. Further, Mr. Allen disclaims beneficial ownership of the
shares of the Issuer's common stock held by such entities except to the
extent of his pecuniary interest therein. The Reporting Persons have
entered into a Joint Filing Agreement, a copy of which is filed with
this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons
have agreed to file this Schedule 13G jointly in accordance with the
provisions of Rule 13d-1(k) under the Exchange Act.
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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 11, 2009
Allen & Company LLC
By: /s/ Kim M. Wieland
--------------------------
Name: Kim M. Wieland
Title: Chief Financial Officer
Allen SBH Investments LLC
By: /s/ Kim M. Wieland
--------------------------
Name: Kim M. Wieland
Title: Chief Financial Officer
Allen & Company Incorporated
By: /s/ Kim M. Wieland
--------------------------
Name: Kim M. Wieland
Title: Chief Financial Officer
By: /s/ James W. Quinn
--------------------------
Name: James W. Quinn
CUSIP NO: 04010E109 Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of
them of a statement on Schedule 13G (including amendments thereto) with
respect to 625,753 shares of Common Stock of Argan, Inc. and further
agree that this Joint Filing Agreement shall be included as an exhibit to
such joint filings.
The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness
or accuracy of the information concerning any other party making the filing,
unless such party knows or has reason to believe that such information is
inaccurate.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing
Agreement as of the 11th day of February 2009.
Allen & Company LLC
By: /s/ Kim M. Wieland
--------------------------
Name: Kim M. Wieland
Title: Chief Financial Officer
Allen SBH Investments LLC
By: /s/ Kim M. Wieland
--------------------------
Name: Kim M. Wieland
Title: Chief Financial Officer
Allen & Company Incorporated
By: /s/ Kim M. Wieland
--------------------------
Name: Kim M. Wieland
Title: Chief Financial Officer
By: /s/ James W. Quinn
--------------------------
Name: James W. Quinn