SC 13D 1 a08-5152_2sc13d.htm SC 13D

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Golden Grain Energy, LLC

(Name of Issuer)

 

Class A Membership Units

(Title of Class of Securities)

 

n/a

(CUSIP Number)

 

Leonard, Street and Deinard Professional Association

Attn: Thomas A. Jensen, Esq.
150 South Fifth Street, Suite 2300
Minneapolis, MN 55402
612-335-1500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

February 28, 2005

(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. 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).

 

 

 



 

CUSIP No.   n/a

 

 

1.

Names of Reporting Persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

ROLAND “RON” J. FAGEN(1)

 

 

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, PF(2)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
2,000,000

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
2,000,000

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000

 

 

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)
8.5%

 

 

14.

Type of Reporting Person (See Instructions)
IN


(1) Mr. Fagen beneficially owns 1,000,000 Class A Membership Units indirectly through his voting control over Fagen, Inc. 

(2) 1,000,000 Class A Membership Units were purchased with the working capital of Fagen, Inc., over which Mr. Fagen has voting control.  The other 1,000,000 Class A Membership Units were purchased using Mr. Fagen’s personal funds.

 

 

 

2



 

ITEM 1.                                                     SECURITY AND ISSUER.

 

This Schedule 13D (this “Schedule 13D”) relates to the Class A membership units (the “Class A Membership Units”) of Golden Grain Energy, LLC (the “Issuer”), with a principal executive office located at 1822 43rd St. SW, Mason City, Iowa 50401.

 

ITEM 2.                                                     IDENTITY AND BACKGROUND.

 

(a)                                This Schedule 13D is being filed by Roland “Ron” J. Fagen (“Mr. Fagen”).

 

(b),(c)              The business address of Mr. Fagen is 501 West Highway 212, Granite Falls, Minnesota 56241.  Mr. Fagen’s present principal occupation is President and CEO of Fagen, Inc., a Minnesota corporation.  Fagen, Inc. is a design-build contractor specializing in heavy industrial engineering and construction.  The address of Fagen, Inc. is 501 West Highway 212, Granite Falls, Minnesota 56241.

 

(d),(e)              During the last five years, Mr. Fagen has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, Mr. Fagen has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was nor is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)                                  Mr. Fagen is a citizen of the United States.

 

ITEM 3.                                                     SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

Fagen, Inc.’s working capital funds were used to purchase the 1,000,000 Class A Membership Units held by Fagen, Inc., a Minnesota corporation, for which Mr. Fagen has beneficial ownership through his voting control over Fagen, Inc.  The aggregate purchase price of these Class A Membership Units was $1,000,000.00.  The 1,000,000 shares held in the name of Mr. Fagen were purchased by Mr. Fagen from Fagen Engineering, LLC, over which Mr. Fagen has voting control, using Mr. Fagen’s personal funds.  The aggregate purchase price of these Class A Membership Units was $1,000,000.00.

 

No part of the purchase price for the Class A Membership Units deemed to be beneficially owned by Mr. Fagen was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading, or voting the securities.

 

 

 

3



 

ITEM 4.                                                     PURPOSE OF TRANSACTION.

 

The Class A Membership Units deemed to be beneficially owned by Mr. Fagen are held for investment purposes.  As described below in Item 6, pursuant to the Issuer’s Second Amended and Restated Operating Agreement, as a result of beneficially owning 2,000,000 Class A Membership Units, Mr. Fagen has the right to appoint two directors to the Issuer’s board of directors.

 

As of the date of this Schedule 13D, Mr. Fagen has no plans or proposals which relate to or would result in any of the following actions, except as disclosed herein and except that, from time to time or at any time, Mr. Fagen may purchase additional Class A Membership Units, or sell at any time all or a portion of the Class A Membership Units now owned or hereafter acquired by Mr. Fagen to one or more purchasers:

 

(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 of any of its subsidiaries;

 

(d)                               a change in the members, or the number or term of the members of the Issuer’s board of directors or management;

 

(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)                               amendment to the Issuer’s articles of organization or operating agreement or other actions which may impede the acquisition of control of the Issuer by any person;

 

(h)                               the Class A Membership Units becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as amended; or

 

(i)                                   any action similar to any of those enumerated above.

 

 

 

4



 

ITEM 5.                                                     INTEREST IN SECURITIES OF THE ISSUER.

 

(a)                                  As of the date hereof, Mr. Fagen owns 1,000,000 Class A Membership Units and beneficially owns, through his voting control over Fagen, Inc., an additional 1,000,000 Class A Membership Units, for an aggregate of 2,000,000 Class A Membership Units.  These 2,000,000 Class A Membership Units represent 8.5% of the outstanding Class A Membership Units, of the Issuer.  This calculation is based on 23,540,000 outstanding Class A Membership Units, as reported in the Issuer’s Schedule 14A filed with the Commission on January 18, 2008.

 

(b)                               Through his voting control over Fagen, Inc., Mr. Fagen has the sole power to vote, direct the vote, dispose or direct the disposition of 1,000,000 Class A Membership Units.  Mr. Fagen has the sole power to vote, direct the vote, dispose or direct the disposition of an additional 1,000,000 Class A Membership Units held in his name.

 

(c)                                  None.

 

(d)                                 None.

 

(e)                                  Not applicable.

 

ITEM 6.                                                     CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

Pursuant to the terms of the Golden Grain Energy, LLC Second Amended and Restated Operating Agreement, dated November 15, 2005, any Class A unit holder owning 1,000,000 or more of the Issuer’s Class A Membership Units has the right to appoint one director to the Issuer’s board of directors.  The appointed director serves at the pleasure of the Class A unit holder appointing him or her so long as the Class A unit holder continues to own 1,000,000 or more of the Class A Membership Units.  The majority of the board of directors must be elected by the Issuer’s members regardless of how many directors are appointed by Class A unit holders owning 1,000,000 or more of the Class A Membership Units.  As a result of this provision, Mr. Fagen has the right to appoint 2 members to the board of directors.

 

ITEM 7.                                                     MATERIAL TO BE FILED AS EXHIBITS.

 

7.1                               Golden Grain Energy, LLC Second Amended and Restated Operating Agreement.  (Incorporated by reference as Exhibit 3.2 to the Form 10-KSB filed with the Commission on January 30, 2006 (File No. 000-51177))

 

 

 

5



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  February 13, 2008

 

 

/s/ Roland J. Fagen

 

Roland “Ron” J. Fagen

 

 

 

 

 

 

 

6