UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Graham Corporation

(Name of Issuer)

Common Stock (Par Value $.10)

(Title of Class of Securities)

384556106

(CUSIP Number)

December 31, 2013

(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)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

 

*	The remainder if 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 purposes 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. 384556106		13G

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Lafitte Capital Management LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ¨ (b)  ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   577,432
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   577,432
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   577,432
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   5.7%
12		TYPE OF REPORTING PERSON*   IA, PN

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

 

2

---

CUSIP No. 384556106		13G

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Lafitte Capital, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ¨ (b)  ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   577,432
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   577,432
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   577,432
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   5.7%
12		TYPE OF REPORTING PERSON*   HC, OO

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

 

3

---

CUSIP No. 384556106		13G

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Bryant Regan
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ¨ (b)  ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   577,432
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   577,432
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   577,432
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   5.7%
12		TYPE OF REPORTING PERSON*   HC, IN

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

 

4

---

SCHEDULE 13G

This Schedule 13G (this “Schedule 13G”) is being filed by Lafitte Capital Management LP, a Texas limited partnership (“Lafitte”), as the investment manager of certain private funds and other accounts (collectively, the “Lafitte Accounts”), Lafitte Capital, LLC, a Texas limited liability company (“Lafitte Capital”), as the general partner of Lafitte, and Bryant Regan, as the sole member of Lafitte Capital (collectively with Lafitte and Lafitte Capital, the “Reporting Persons”).

 

Item 1(a)

Name of Issuer.

Graham Corporation

 

Item 1(b)

Address of Issuer’s Principal Executive Offices.

20 Florence Avenue

Batavia, New York 14020

 

Item 2(a)

Name of Person Filing.

(1) Lafitte Capital Management LP

(2) Lafitte Capital, LLC

(3) Bryant Regan

 

Item 2(b)

Address of Principal Business Office.

For all filers:

701 Brazos, Suite 310

Austin, Texas 78701

 

Item 2(c)

Citizenship.

(1) Lafitte Capital Management LP is a Texas limited partnership

(2) Lafitte Capital, LLC is a Texas limited liability company

(3) Bryant Regan is a United States citizen

Lafitte is the investment manager for the Laffite Accounts and has been granted investment discretion over portfolio investments, including the Common Stock (as defined below), held by the Lafitte Accounts. Lafitte Capital is the general partner of Lafitte, and its sole member is Bryant Regan.

 

Item 2(d)

Title of Class of Securities.

Common Stock (Par Value $.10) (the “Common Stock”)

 

5

---

Item 2(e)

CUSIP Number.

384556106

 

Item 3

Reporting Person.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)		¨		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)		¨		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)		¨		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)		¨		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)		x		An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
(f)		¨		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)		x		A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)		¨		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)		¨		A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)		¨		Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4

Ownership.

 

(a)

The Reporting Persons are the beneficial owners of 577,432 shares of Common Stock held by the Lafitte Accounts. Lafitte may be deemed to beneficially own the shares of Common Stock held by the Lafitte Accounts as a result of being the investment manager of the Lafitte Accounts. Lafitte Capital may be deemed to beneficially own the shares of Common Stock held by the Lafitte Accounts as a result of being the general partner of Lafitte. Bryant Regan may be deemed to beneficially own the shares of Common Stock held by the Lafitte Accounts as a result of being the sole member of Lafitte Capital.

 

(b)

The Reporting Persons beneficially own 577,432 shares of Common Stock, which represents 5.7% of the shares of Common Stock outstanding. This percentage is determined by dividing the number of shares of Common Stock beneficially held by each of the Reporting Persons by 10,058,568, the number of shares of Common Stock issued and outstanding as of October 25, 2013, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 29, 2013.

 

(c)

The Reporting Persons have the shared power to direct the vote and disposition of 577,432 shares of Common Stock held by the Lafitte Accounts.

 

6

---

Item 5

Ownership of Five Percent or Less of a Class.

Inapplicable.

 

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

 

Item 8

Identification and Classification of Members of the Group.

Inapplicable.

 

Item 9

Notice of Dissolution of Group.

Inapplicable.

 

Item 10

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 that purpose or effect.

 

Exhibits

Exhibit 99.1

Joint Filing Agreement between Lafitte, Lafitte Capital and Bryant Regan dated as of January 17, 2014.

 

7

---

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: January 17, 2014