sc13dza

0000950123-09-014357.txt : 20090616 0000950123-09-014357.hdr.sgml : 20090616 20090616162201 ACCESSION NUMBER: 0000950123-09-014357 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090616 DATE AS OF CHANGE: 20090616 GROUP MEMBERS: MEZZANINE MANAGEMENT FUND IV A LP GROUP MEMBERS: MEZZANINE MANAGEMENT FUND IV COINVEST A LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARGYLE SECURITY, INC. CENTRAL INDEX KEY: 0001332585 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] IRS NUMBER: 203101079 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81380 FILM NUMBER: 09894262 BUSINESS ADDRESS: STREET 1: 12903 DELIVERY DRIVE CITY: SAN ANTONIO STATE: TX ZIP: 78247 BUSINESS PHONE: 210-495-5245 MAIL ADDRESS: STREET 1: 12903 DELIVERY DRIVE CITY: SAN ANTONIO STATE: TX ZIP: 78247 FORMER COMPANY: FORMER CONFORMED NAME: Argyle Security Acquisition CORP DATE OF NAME CHANGE: 20050708 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEZZANINE MANAGEMENT LTD CENTRAL INDEX KEY: 0001434284 IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CENTURY HOUSE, 16 PAR LA VILLE ROAD CITY: HAMILTON STATE: D0 ZIP: HM 08 BUSINESS PHONE: 203.323.9118 MAIL ADDRESS: STREET 1: C/O MEZZANINE MANAGEMENT, LLC STREET 2: 333 LUDLOW STREET, 2ND FL, NORTH TOWER CITY: STAMFORD STATE: CT ZIP: 06902 SC 13D/A 1 h67183a6sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§240.13d-2(a)
(Amendment No. 6 )*

Argyle Security, Inc.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

040311102

(CUSIP Number)

Mezzanine Management Limited
Century House
16 Par la Ville Road
Hamilton, Bermuda
Attention: Arthur Morris
(441) 296-8099

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

June 15, 2009

(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), 13d-1(f) or 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 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 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.		040311102	13D	Page		2		of		6	Pages

NAMES OF REPORTING PERSONS

Mezzanine Management Fund IV A, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

5,300,100

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

10.

SHARED DISPOSITIVE POWER

5,300,100

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,300,100 shares of common stock

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

49.1%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		893522 20 1	13D	Page		3		of		6	Pages

NAMES OF REPORTING PERSONS

Mezzanine Management Fund IV Coinvest A, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

69,700

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

10.

SHARED DISPOSITIVE POWER

69,700

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

69,700 shares of common stock

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.1%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		893522 20 1	13D	Page		4		of		6	Pages

NAMES OF REPORTING PERSONS

Mezzanine Management Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

5,369,800

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

10.

SHARED DISPOSITIVE POWER

5,369,800

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,369,800 shares of common stock

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

49.4%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

TABLE OF CONTENTS


	Item 4. Purpose of the Transaction.
	Item 7. Material to be Filed as Exhibits.
SIGNATURE
EX-99.A


CUSIP No.		893522 20 1	13D	Page		5		of		6	Pages

Amendment No. 6 to Schedule 13D

This Amendment No. 6 to Schedule 13D (this “Sixth Amendment”) amends and supplements the Schedule 13D originally filed on May 5, 2008, as amended by Amendment No. 1 filed on January 15, 2009, Amendment No. 2 filed on May 20, 2009, Amendment No. 3 filed on June 2, 2009, Amendment No. 4 filed on June 5, 2009 and Amendment No. 5 filed on June 11, 2009 (together, the “Schedule 13D”), and relates to the common stock, par value $0.0001 (the “Common Stock”), of Argyle Security, Inc., a Delaware corporation (the “Issuer”). This Fifth Amendment is being filed by and on behalf of Mezzanine Management Fund IV A, L.P., a limited partnership organized under the laws of the United Kingdom (“Fund IV”), Mezzanine Management Fund IV Coinvest A, L.P., a limited partnership organized under the laws of the United Kingdom (“Fund IV Coinvest”), and Mezzanine Management Limited, a limited partnership organized under the laws of Bermuda (“Mezzanine”). Fund IV, Fund IV Coinvest, and Mezzanine are collectively referred to herein as the “Reporting Persons.”

Item 4. Purpose of the Transaction.

Paragraphs (a), (b), (d), (e), (f), (h), (i) and (j) of Item 4 of the Schedule 13D are hereby amended and supplemented, with effect from the date of this Sixth Amendment, as follows:

On June 15, 2009, MML Capital Partners LLC, a Delaware limited liability company and an advisor to the Reporting Persons (“MML”), executed a letter of intent on behalf of the Reporting Persons to acquire all of the outstanding shares of Common Stock and units of the Issuer for $2.00 per share or unit, as applicable, through a merger transaction (the “Offer”), subject to the terms and conditions set forth in such letter (the “Offer Letter”). The Offer Letter includes an exclusivity period for MML expiring on the earlier of the execution of a definitive agreement or 45 days after June 15 in which to complete its confirmatory due diligence and execute definitive documentation with the Issuer. In addition, during this Period, MML will be subject to a standstill provision whereby they will be prohibited from trading in the Issuer’s securities or otherwise engaging in any activity that would enable them to control the Issuer. A copy of the Offer Letter is attached hereto as Exhibit B.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented, with effect from the date of this Sixth Amendment, as follows:

Exhibit A — Joint Filing Agreement for the Sixth Amendment.

Exhibit F — Letter of Intent between MML and the Issuer dated June 15, 2009 (incorporated by reference to Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed on June 15, 2009).


CUSIP No.		893522 20 1	13D	Page		6		of		6	Pages

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: June 16, 2009


MEZZANINE MANAGEMENT FUND IV A, L.P.
By:	/s/ Christopher C. Morris
	Name:	Christopher C. Morris
	Title:	Authorized Signatory

MEZZANINE MANAGEMENT FUND IV COINVEST A, L.P.
By:	/s/ Christopher C. Morris
	Name:	Christopher C. Morris
	Title:	Authorized Signatory

MEZZANINE MANAGEMENT LIMITED
By:	/s/ Christopher C. Morris
	Name:	Christopher C. Morris
	Title:	Authorized Signatory

EX-99.A 2 h67183a6exv99wa.htm EX-99.A exv99wa

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned agree that this Sixth Amendment dated June 16, 2009, relating to Argyle Security, Inc., shall be filed on behalf of the undersigned.


MEZZANINE MANAGEMENT FUND IV A, L.P.
By:	/s/ Christopher C. Morris
	Name:	Christopher C. Morris
	Title:	Authorized Signatory

MEZZANINE MANAGEMENT FUND IV COINVEST A, L.P.
By:	/s/ Christopher C. Morris
	Name:	Christopher C. Morris
	Title:	Authorized Signatory

MEZZANINE MANAGEMENT LIMITED
By:	/s/ Christopher C. Morris
	Name:	Christopher C. Morris
	Title:	Authorized Signatory

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents