ARGAN INC — Major Shareholding Notification 2005

Sep 23, 2005

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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. 2)*

| Argan,
Inc. (Name
of Issuer) |
| --- |
| Common
Stock, par value $0.15 (Title
of Class of Securities) |
| 746375104 (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) |
| August
17, 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 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(b) 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 746375104 Page
2 of 13 | |
| --- | --- |
| (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 546,937 |
| | (8) Shared
Voting Power 53,000 (1) |
| | (9) Sole
Dispositive
Power 546,937 |
| | (10) Shared
Dispositive Power 53,000 (1) |
| (11) Aggregate
Amount Beneficially Owned by Each Reporting Person 599,937 (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) 21% | |
| (14) Type
of Reporting Person (See Instructions) PN | |

(1) Includes 50,000 shares of Common Stock underlying warrants

| CUSIP
No 746375104 Page
3 of 13 | |
| --- | --- |
| (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 596,937 (1) |
| | (9) Sole
Dispositive Power 3,000 |
| | (10) Shared
Dispositive Power 596,937 (1) |
| (11) Aggregate
Amount Beneficially Owned by Each Reporting Person 599,937 (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) 21% | |
| (14) Type
of Reporting Person (See Instructions) OO | |

(1) Includes 50,000 shares of Common Stock underlying warrants

| CUSIP
No 746375104 Page
4 of
13 | |
| --- | --- |
| (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 |
| | (8) Shared
Voting
Power 549,937 (1) |
| | (9) Sole
Dispositive
Power 50,000 |
| | (10) Shared
Dispositive
Power 549,937 (1) |
| (11) Aggregate
Amount Beneficially Owned by Each Reporting Person 599,937 (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) 21% | |
| (14) Type
of Reporting Person (See Instructions) CO | |

(1) Includes 50,000 shares of Common Stock underlying warrants.

| CUSIP
No 746375104 Page
5 of
13 | |
| --- | --- |
| (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 599,937 (1) |
| | (9) Sole
Dispositive Power 0 |
| | (10) Shared
Dispositive Power 599,937 (1) |
| (11) Aggregate
Amount Beneficially Owned by Each Reporting Person 599,937 (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) 21% | |
| (14) Type
of Reporting Person (See Instructions) OO | |

(1) Includes 50,000 shares of Common Stock underlying warrants.

| CUSIP
No 746375104 Page
6 of
13 | |
| --- | --- |
| (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 0 |
| | (8) Shared
Voting
Power 599,937 (1) |
| | (9) Sole
Dispositive Power 0 |
| | (10) Shared
Dispositive Power 599,937 ( 1) |
| (11) Aggregate
Amount Beneficially Owned by Each Reporting Person 599,937 (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) 21% | |
| (14) Type
of Reporting Person (See Instructions) IN | |

(1) Includes 50,000 shares of Common Stock underlying warrants.

CUSIP No 746375104 Page 7 of 13

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 Subscription Agreement by and between Issuer and MSR I SBIC, L.P. (the “Subscription Agreement”).

The address of Issuer’s principal office is One Church Street, Suite 302, 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 Delaware Subchapter “S” corporation (“MSRA”), MSR I SBIC Partners, LLC, a Delaware limited liability company (“MSRI Partners”), Tri-Lev LLC, a Connecticut limited liability company (“Tri-Lev”), and Daniel A. Levinson, an individual and citizen of the United States (“Levinson” and, collectively with MSRI, MSRA, MSRI Partners, and Tri-Lev, 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, and Tri-Lev 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 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.

Levinson’s principal business is acting as the president of MSRA.

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.

CUSIP No 746375104 Page 8 of 13

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 January 28, 2005, Issuer and MSRI entered into the Subscription Agreement, pursuant to which Issuer agreed to sell and MSRI agreed to purchase shares of Common Stock at a price of $7.75 per share (the “Share Price”). The acquisition of shares by MSRI was funded out of working capital. In accordance with the Subscription Agreement, the Issuer recently issued 95,321 additional shares of Common Stock to MSRI at no additional cost due to the satisfaction of certain conditions specified in the Subscription Agreement.

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.

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 other than pursuant to the Subscription Agreement, 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;

CUSIP No 746375104 Page 9 of 13

( 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 of 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 traded 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 Act of 1933, 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 599,937 shares of Common Stock, representing in the aggregate approximately 21% of the outstanding shares of Common Stock, based on the number of shares of Common Stock reported to be outstanding as of June 2005, in the Issuer’s Quarterly Report on Form 10-QSB for the period ended April 30, 2005, as filed with the Securities and Exchange Commission (the “SEC”) on June 10, 2005, together with (i) the number of shares of Common Stock which are the subject of this Schedule 13D. Each Reporting Person expressly disclaims beneficial ownership of any Securities beneficially owned by any other Reporting Person.

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.

CUSIP No 746375104 Page 10 of 13

| Reporting Persons | Common
Stock | Underlying Warrants (1) | Common Stock | Underlying Warrants (1) | | |
| --- | --- | --- | --- | --- | --- | --- |
| MSRI | 546,937 | 0 | 3,000 | 50,000 | 599,937 | 21 % |
| Tri-Lev | 3,000 | 0 | 546,937 | 50,000 | 599,937 | 21 % |
| MSRA | 0 | 50,000 | 549,937 | 0 | 599,937 | 21 % |
| MSRI
Partners | 0 | 0 | 549,937 | 50,000 | 599,937 | 21 % |
| Daniel
A. Levinson | 0 | 0 | 549,937 | 50,000 | 599,937 | 21 % |

(1) warrants are exercisable until December 31, 2012.

( 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 May 9, 2003.*

2. Power of Attorney, dated May 9, 2003.**

3. Incorporated by reference to Exhibit 1 to the Reporting Person’s Schedule 13D filed with the Securities and Exchange Commission on May 9, 2003.

** Incorporated by reference to Exhibit 2 to the Reporting Person’s Schedule 13D filed with the Securities and Exchange Commission on May 9, 2003.

CUSIP No 746375104 Page 11 of 13

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.

| /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:
Managing Member |

| | Daniel
A. Levinson |
| --- | --- |
| By: | /s/ Daniel
Levinson |
| | Name:
Daniel Levinson |

CUSIP No 746375104 Page 12 of 13

APPENDIX A

MSR ADVISORS, INC.; Investment Advisor to MSRI and Manager of Tri-Lev

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: 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 |
| Marshall
Kiev | Member | Secretary
of MSRA |
| David
Schneider | Member | Principal
of MSRA |
| Mark
Bates | Member | Principal
of MSRA |

MSR I SBIC, L.P.

Unless otherwise noted below, each of the listed persons is a resident of the United States and has its business address at 8 Wright Street, Westport, Connecticut 06880. 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 746375104 Page 13 of 13

TRI-LEV LLC

Unless otherwise noted below, each of the listed persons is a resident of the United States and has a business address at 8 Wright Street, Westport, Connecticut 06880. Unless otherwise noted, each of the listed persons’ principal occupation is also his position with MSRI Partners.

| NAME/PLACE
OF CITIZENSHIP | POSITION
WITH MSRI ADVISORS, INC. | PRINCIPAL
OCCUPATION | PRINCIPAL
BUSINESS/RESIDENTIAL ADDRESS |
| --- | --- | --- | --- |
| Daniel
A. Levinson | Managing
Member | President
of MSRA | |
| MSR
Advisors | 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 |