-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ElUS4IOjrboKvPZfu7ZxssgMrLav5vh18MSFnn4nfCQe3EuHqM+nK+i4+0phqHhT P6AOFZdjWOQYlv9KT9UICw== 0001144204-07-000391.txt : 20070104 0001144204-07-000391.hdr.sgml : 20070104 20070104155129 ACCESSION NUMBER: 0001144204-07-000391 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070104 DATE AS OF CHANGE: 20070104 GROUP MEMBERS: DANIEL A. LEVINSON GROUP MEMBERS: MSR ADVISORS, INC. GROUP MEMBERS: MSR FUND II GP, LLC GROUP MEMBERS: MSR FUND II, L.P. GROUP MEMBERS: MSR I SBIC PARTNERS, LLC GROUP MEMBERS: TRI-LEV LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARGAN INC CENTRAL INDEX KEY: 0000100591 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 131947195 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30642 FILM NUMBER: 07509243 BUSINESS ADDRESS: STREET 1: ONE CHURCH STREET SUITE 401 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 301 315-0027 MAIL ADDRESS: STREET 1: ONE CHURCH STREET SUITE 401 CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: PUROFLOW INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ULTRA DYNAMICS CORP DATE OF NAME CHANGE: 19830522 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MSR I SBIC LP CENTRAL INDEX KEY: 0001318729 IRS NUMBER: 061585790 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8 WRIGHT STREET CITY: WESPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 203-227-5320 MAIL ADDRESS: STREET 1: 8 WRIGHT STREET CITY: WESPORT STATE: CT ZIP: 06880 SC 13D/A 1 v061863_sc13da.htm Unassociated Document

     
   
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*


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)

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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*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).
 

 
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 

 
   
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

 
(1) MSR Fund II GP, LLC may be deemed to indirectly beneficially own 440,540 shares of Common Stock  held directly by MSR Fund II, L.P.



   
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

 (1) 50,000 shares of Common Stock underlying warrants held by MSR Advisors, Inc.
(2) MSR Advisors, Inc. may be deemed to indirectly beneficially own (i) 879,730 shares of Common Stock  held directly by MSR I SBIC, L.P. and (ii) 440,540 shares of Common Stock held directly by MSR Fund  II, L.P.
 


   
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

(1) MSR I SBIC Partners, LLC may be deemed to indirectly beneficially own 879,730 shares of Common  Stock held directly by MSR I SBIC, L.P.



   
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
 

ITEM 1. SECURITY AND ISSUER
 
This Statement on Schedule 13D (this “Schedule13 D”) relates to the common stock, par value $0.15 per share (the “Common Stock”), of Argan, Inc., a Delaware corporation (the “Issuer”) acquired from Issuer in a private offering (the “Private Offering”) pursuant to that certain Stock Purchase Agreement by and between Issuer, MSR I SBIC, L.P., MSR Fund II, L.P. and certain other parties dated December 8, 2006 (the “Stock Purchase Agreement”).
 
The address of Issuer’s principal office is One Church Street, Suite 401, Rockville, MD 20850.
 
ITEM 2. IDENTITY AND BACKGROUND
 
This Schedule 13D is being filed on behalf of MSR I SBIC, L.P., a Delaware limited partnership (“MSRI”), MSR Advisors, Inc., a Connecticut corporation (“MSRA”), MSR I SBIC Partners, LLC, a Connecticut limited liability company (“MSRI Partners”), Tri-Lev LLC, a Connecticut limited liability company (“Tri-Lev”), MSR Fund II, L.P., a Delaware limited partnership (“Fund II”), MSR Fund II GP, LLC, a Delaware limited liability company (“Fund II GP”), and Daniel A. Levinson, an individual and citizen of the United States (“Levinson” and, collectively with MSRI, MSRA, MSRI Partners, Tri-Lev, Fund II, and Fund II GP, the “Reporting Persons”).
 
Appendix A attached hereto and incorporated herein by reference sets forth with respect to each general partner, executive officer and director of MSRI, MSRA, MSRI Partners, Tri-Lev, Fund II and Fund II GP the following information: (a) name; (b) residence or business address; (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (d) citizenship of such person.
 
MSRI’s principal business is to invest in small to mid-sized companies with less than $18,000,000 in net worth. The principal business address of MSRI is 8 Wright Street, Westport, Connecticut 06880.
 
Tri-Lev’s principal business is investing in a variety of investments. The principal business address of Tri-Lev is 8 Wright Street, Westport, Connecticut 06880.
 
MSRA’s principal business is to act as an investment counselor and portfolio manager of certain funds. The principal business address of MSRA is 8 Wright Street, Westport, Connecticut 06880.
 
MSRI Partners’ principal business is acting as the general partner of MSRI. The principal business address of MSRI Partners is 8 Wright Street, Westport, Connecticut 06880.
 
Fund II’s principal business is to invest in small to mid-size companies. The principal business address of Fund II is 8 Wright Street, Westport, Connecticut 06880.
 



   
CUSIP No 04010E 10 9        
 Page 10 of 16
 


 
Fund II GP’s principal business is acting as the general partner of Fund II. The principal business address of Fund II GP is 8 Wright Street, Westport, Connecticut 06880.
 
Levinson’s principal business is acting as the president of MSRA. Levinson’s principal business address is 8 Wright Street, Westport, Connecticut 06880.
 
None of the Reporting Persons or the individuals listed in Appendix A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years.
 
None of the Reporting Persons or the individuals listed in Appendix A has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws during the last five years.
 
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
 
On December 8, 2006, Issuer issued (i) 92,793 shares of its common stock to MSR I SBIC, L.P. and (ii) 440,540 shares of its common stock to MSR Fund II, L.P. pursuant to a certain Stock Purchase Agreement dated as of December 8, 2006. MSR I SBIC, L.P. and MSR Fund II, L.P. are entities controlled by Daniel Levinson. Accordingly, Mr. Levinson may be deemed to beneficially own 879,730 shares of common stock held by MSR I SBIC, L.P. (including the 92,793 shares issued to MSR I SBIC, L.P. on December 8, 2006) as well as: (i) 3,000 shares of common stock held by Tri-Lev LLC; (ii) 440,540 shares of common stock held by MSR Fund II, L.P.; (iii) 50,000 shares of common stock underlying warrants held by MSR Advisors, Inc.; and (iv) 15,000 shares of common stock underlying stock options held by Mr. Levinson. The source of the funds for the purchase of the (i) 92,793 shares of common stock by MSR I SBIC, L.P. and the (ii) 440,540 shares of common stock by MSR Fund II, L.P. was working capital of the respective entities.

 
ITEM 4. PURPOSE OF TRANSACTION
 
The common stock has been acquired for the purpose of making an investment in the Issuer and not with the present intention of acquiring control of the Issuer’s business. Levinson participates directly in the management of the Issuer through representation on the Issuer’s Board of Directors (the “Board”) by virtue of Levinson’s appointment to fill a vacancy on the Board effective as of May 1, 2003.
 



   
CUSIP No 04010E 10 9        
 Page 11 of 16
 

 
The Reporting Persons intend to review the investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s securities in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as they may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the Issuer’s securities or otherwise, they may acquire shares of common stock or other securities of the Issuer either in the open market or in privately-negotiated transactions. Similarly, depending on market conditions and other factors, the Reporting Persons may determine to dispose of some or all of the securities currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.
 
Except as set forth above, the Reporting Persons have not formulated any plans or proposals that relate to or would result in:
 
 
(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.
 
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
 
(a) and (b) As a result of certain relationships, each of the Reporting Persons may be deemed to directly and/or indirectly beneficially own up to 1,388,270 shares of Common Stock, representing in the aggregate approximately 12.5% of the outstanding shares of Common Stock, based on the number of shares of Common Stock reported to be outstanding on December 8, 2006, in the Issuer’s Quarterly Report on Form 10-QSB for the period ended October 31, 2006, as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2006. The table below sets forth the number of shares of Common Stock directly and indirectly beneficially owned by each Reporting Person. Each Reporting Person expressly disclaims beneficial ownership of any securities beneficially owned by any other Reporting Person.
 




   
CUSIP No 04010E 10 9        
 Page 12 of 16
 
 
Due to their relationship with one another, the Reporting Persons may be deemed to constitute a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), with respect to their beneficial ownership of the shares of Common Stock and warrants. The Reporting Persons, however, expressly disclaim such status and declare that the filing of this Schedule 13D is not and should not be deemed an admission that any Reporting Person, for purposes of Section 13(d) of the Act or otherwise, is the beneficial owner of the shares of Common Stock or warrants held by any other Reporting Person.
 

 

 
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.
 
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the issuer.
 
ITEM 7. MATERIAL FILED AS EXHIBITS
 
 
1.
Joint Filing Agreement, dated December 28, 2006.



   
CUSIP No 04010E 10 9        
 Page 14 of 16
 

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 and correct.
 
Dated as of December 28, 2006
 
 
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
 
 
APPENDIX A
 
MSR ADVISORS, INC. (“MSRA”); Investment Advisor to MSRI and Fund II and Manager of Tri-Lev, MSRI Partners and Fund II GP
 
Each of the listed persons is a resident of the United States and has his business address at 8 Wright Street, Westport, Connecticut 06880. Unless otherwise noted, each of the listed persons’ position with MSRA is also his principal occupation.
 
NAME/PLACE OF CITIZENSHIP
POSITION WITH MSR ADVISORS, INC.
Daniel A. Levinson
Sole Shareholder/President
Michael Tamulis
Chief Financial Officer
Marshall Kiev
Secretary

 
MSR I SBIC Partners, LLC (“MSRI Partners”): General Partner of MSRI
 
Each of the listed individuals is a resident of the United States and has his business address at 8 Wright Street, Westport, Connecticut 06880.
 
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

 
MSR I SBIC, L.P. (“MSRI”)
 
MSR Partners principal occupation is also its position with MSR I SBIC, LP.
 
NAME/PLACE OF CITIZENSHIP
POSITION WITH MSRI
MSR I SBIC Partners, LLC
General Partner

 




   
CUSIP No 04010E 10 9        
 Page 16 of 16
 
 
TRI-LEV LLC
 
Each of the listed persons is a resident of the United States and has a business address at 8 Wright Street, Westport, Connecticut 06880.
 
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

 
MSR Fund II, L.P. (“Fund II”)
 
Each of the listed persons is a resident of the United States and has its business address at 8 Wright Street, Westport, Connecticut 06880. Fund II GP’s principal occupation is also its position with Fund II.
 
NAME/PLACE OF CITIZENSHIP
POSITION WITH FUND II
MSR Fund II GP, LLC
General Partner

MSR Fund II GP, LLC (“Fund II GP”): General Partner of Fund II
 
Each of the listed individuals is a resident of the United States and has his business address at 8 Wright Street, Westport, Connecticut 06880.
 
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

 
EX-99.1 2 v061863_ex99-1.htm Unassociated Document
 
Joint Filing Agreement
 
This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the shares of the common stock, par value $0.15 per share, of Argan, Inc., a Delaware corporation, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
 
The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this agreement shall be included as an Exhibit to such joint filing.
 
This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
[Remainder of page intentionally left blank]
 





IN WITNESS WHEREOF, each of the undersigned has caused this Joint Filing Agreement to be executed as of this 28th day of December, 2006.
 

 
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
 

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