-----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, L1VBLez882aoGqDmNbLxPQzYbCQ0C0z/IU6NdPsmzfJFKlMspMlNGm9lsrvAob8a fkbDYBIs9KYqUTk5BKTQpA== 0000009015-10-000008.txt : 20100212 0000009015-10-000008.hdr.sgml : 20100212 20100212143344 ACCESSION NUMBER: 0000009015-10-000008 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100212 DATE AS OF CHANGE: 20100212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MFRI INC CENTRAL INDEX KEY: 0000914122 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 363922969 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43197 FILM NUMBER: 10597890 BUSINESS ADDRESS: STREET 1: 7720 LEHIGH AVE CITY: NILES STATE: IL ZIP: 60714 BUSINESS PHONE: 8479661000 MAIL ADDRESS: STREET 1: 7720 LEHIGH AVE CITY: NILES STATE: IL ZIP: 60714 FORMER COMPANY: FORMER CONFORMED NAME: MIDWESCO FILTER RESOURCES INC DATE OF NAME CHANGE: 19970402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BABSON CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000009015 IRS NUMBER: 041054788 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 470 ATLANTIC AVENUE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-761-6662 MAIL ADDRESS: STREET 1: 470 ATLANTIC AVENUE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: BABSON DAVID L & CO INC DATE OF NAME CHANGE: 19920929 SC 13G/A 1 mfriamended2009dec.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Under the Securities Exchange Act of 1934) (Amendment No.4)* MFRI, INC. - ------------------------------------------------------ (Name of Issuer) Common - --------------------------------- (Title of Class of Securities) 552721102 - ----------------------- (Cusip Number) December 31, 2009 _______________________________ (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this schedule is filed: [X] Rule 13d-1 (b)Babson Capital Management LLC [X] Rule 13d-1 (c)Cobbs Wharf Master Fund, L.P. [ ] Rule 13d-1 (d) *The remainder of this cover page shall be filled out for a reporting person's initial filing of 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.) [Continued on the following page(s)] Page 1 of 8 Pages CUSIP No 552721102 Page 2 of 8 Pages - ---------------------------------------------------------------- 1. Name of reporting person S.S. or I.R.S. identification no. of above person Babson Capital Management LLC 51-0504477 - ---------------------------------------------------------------- 2. Check the appropriate box if a member of a group (a)( ) (b)( X ) - ---------------------------------------------------------------- 3. SEC use only - ---------------------------------------------------------------- 4. Citizenship or place of organization Delaware - ---------------------------------------------------------------- 5. Sole Voting Power 415,940 Number of ----------------------------- shares 6. Shared Voting Power beneficially owned by 0 each ----------------------------- Reporting 7. Sole Dispositive Power person with 415,940 ----------------------------- 8. Shared Dispositive Power 0 --------------------------------------------------------------- 9. Aggregate amount beneficially owned by each reporting person 415,940 --------------------------------------------------------------- 10. Check if the aggregate amount in row (9) excludes certain shares* ---------------------------------------------------------------- 11. Percent of class represented by amount in row 9 6.10% ---------------------------------------------------------------- 12. Type of Reporting person IA CUSIP No 552721102 Page 3 of 8 Pages - ---------------------------------------------------------------- 1. Name of reporting person S.S. or I.R.S. identification no. of above person Cobbs Wharf Master Fund, L.P. - ---------------------------------------------------------------- 2. Check the appropriate box if a member of a group (a)( ) (b)( X ) - ---------------------------------------------------------------- 3. SEC use only - ---------------------------------------------------------------- 4. Citizenship or place of organization Delaware - ---------------------------------------------------------------- 5. Sole Voting Power 0 Number of ----------------------------- shares 6. Shared Voting Power beneficially owned by 0 each ----------------------------- Reporting 7. Sole Dispositive Power person with 0 ----------------------------- 8. Shared Dispositive Power 0 --------------------------------------------------------------- 9. Aggregate amount beneficially owned by each reporting person 0 --------------------------------------------------------------- 10. Check if the aggregate amount in row (9) excludes certain shares* ---------------------------------------------------------------- 11. Percent of class represented by amount in row 9 0% ---------------------------------------------------------------- 12. Type of Reporting person PN CUSIP No 552721102 Page 4 of 8 Pages - ---------------------------------------------------------------- SCHEDULE 13G ITEM 1(A): NAME OF ISSUER: MFRI, INC. 1(B): ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 7720 Lehigh Avenue Niles, IL 60714 TEM 2(A): NAME OF PERSON FILING: (i) Babson Capital Management LLC (Babson) as investment adviser. (ii) Cobbs Wharf Master Fund, L.P. (Cobbs Wharf) ITEM 2(B): ADDRESS OF PRINCIPAL BUSINESS OFFICE: Babson Capital Management LLC 470 Atlantic Avenue Boston, MA 02210-2208 Cobbs Wharf Master Fund, L.P. 470 Atlantic Avenue Boston, MA 02210-2208 ITEM 2(C): CITIZENSHIP: See Cover Page ITEM 2(D): TITLE OF CLASS OF SECURITIES: See Cover Page ITEM 2(E): CUSIP NUMBER: See Cover Page ITEM 3: TYPE OF REPORTING PERSON: If this statement is filed pursuant to Sections 240.13d-1 (b) or 240.13d-2 (b) or (c), check whether the filing person is a: (e) [x] An investment adviser in accordance with Section 240.13d-1 (b) (1) (ii) (E) ITEM 4: OWNERSHIP: (a)AMOUNT BENEFICIALLY OWNED: Babson Capital Management LLC (Babson Capital) in its capacity as investment adviser, may be deemed the beneficial owner of 415,940 shares of common stock of the Issuer which are owned by investment advisory client(s). This constitutes 6.10% of the shares outstanding based on 6,831,930 shares of common stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the period ending October 31, 2009. Cobbs Wharf Master Fund, L.P. no longer beneficially owns shares. Cobbs Wharf Master Fund, L.P., a Cayman Islands limited partnership to which Babson Capital served as investment adviser, was liquidated and has ceased operations and the shares of MFRI, Inc. previously reported in the Schedule 13G amendment(3), were sold as part of the Fund's liquidation. CUSIP No 552721102 Page 5 of 8 Pages - ---------------------------------------------------------------- ITEM 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not Applicable 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: Not Applicable ITEM 9: NOTICE OF DISSOLUTION OF GROUP: Not Applicable ITEM 10: CERTIFICATION: BABSON CAPITAL MANAGMENT LLC CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 such 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 12, 2010 Babson Capital Management LLC Signature: // Melissa Lagrant // Name/Title: Melissa Lagrant Managing Director CUSIP No 552721102 Page 6 of 8 Pages - ---------------------------------------------------------------- COBBS WHARF MASTER FUND, L.P. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 such 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 12, 2010 Babson Capital Management LLC Signature: // Melissa Lagrant // Name/Title: Melissa Lagrant Managing Director CUSIP No 552721102 Page 7 of 8 Pages - ---------------------------------------------------------------- JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the amended Schedule 13G filed on or about this date and any future amendments thereto with respect to the beneficial ownership by the undersigned of common shares of MFRI, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1). 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. Date: February 12, 2010 Babson Capital Management LLC _____________________________ By: // Melissa Lagrant // Name: Melissa Lagrant Title: Managing Director Date: February 12, 2010 Cobbs Wharf Master Fund, L.P. _____________________________ By: Cobbs Wharf Management, LLC Its General Partner By: // Melissa Lagrant // Name: Melissa Lagrant Title: Managing Director CUSIP No 552721102 Page 8 of 8 Pages - ---------------------------------------------------------------- February 12, 2010 Securities and Exchange Commission Operations Center Attn: Stop 0-7 6432 General Green Way Alexandria, VA 22312-2413 Re: Schedule 13G On Behalf Of MFRI, INC. For The Year Ending December 31, 2009 Dear Sir or Madam: Babson Capital Management LLC and Cobbs Wharf Master Fund, L.P. are filing today an amended Schedule 13G through the EDGAR system to reflect a change in reporting persons. Please note that the shares as to which this Schedule is filed were owned by various investment advisory clients of Babson Capital which may have been deemed a beneficial owner of the shares only by virtue of the direct or indirect investment discretion it possessed pursuant to the provisions of investment advisory agreements with such clients. A copy of the Schedule 13G is being sent to the issuer as required by Rule 13d-7. Comments or questions concerning the above may be directed to the undersigned at (617) 761-3731. Sincerely, // Melissa Lagrant // Melissa Lagrant Managing Director -----END PRIVACY-ENHANCED MESSAGE-----