UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Proliance Inc.
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(Name of Issuer)
COMMON STOCK
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(Title of class of securities)
74340R104
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(CUSIP Number)
CARL WILLIAM DINGER III
PO BOX 150
GREEN VILLAGE, NJ 07935
(973-408-9377)
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(Name, address and telephone number of person authorized to
receive notices and communications)
April 13, 2007
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(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: / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of Schedule, including all exhibits. See 240.13d-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. 74340R104
1. NAMES OF THE REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY):
Carl W. Dinger III* 143-46-8816
Ashley E. Dinger Trust 22-6710058
Caleigh N. Dinger Trust 22-6710059
Shelby C. Dinger Trust 22-6739944
Carousel World LP 22-3699584
Ashley E. Dinger 151-84-5357
Jeff E. Dinger* 143-46-8785
(*individually and as trustee for three separate irrevocable trusts for
the benefit of Carl W. Dinger III's children)
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) / X /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, OO of each reporting person of the group
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
/ /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Carl W. Dinger III - USA
Jeff E. Dinger - USA
Ashley E. Dinger - USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
1,157,550
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,157,550
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
Carl W. Dinger III - 602,800 shares
Ashley E. Dinger Trust - 112,000
Caleigh N. Dinger Trust - 117,000
Shelby C. Dinger Trust- 133,000
Carousel World LP 115,500
Jeff E. Dinger 62,950
Ashley E. Dinger 14,300
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.47%
14. TYPE OF REPORTING PERSON
IN
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
The following constitutes the Schedule 13D filed by the undersigned
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $.01 par value per share ("the
shares"), of Proliance, Inc., (the "Issuer"). The principal offices of the
Issuer are at 100 Gando Drive, New Haven, CT. 06513
ITEM 2. IDENTITY AND BACKGROUND
a.) This statement is being filed jointly by Carl W. Dinger III, individually
and as trustee for three individual trusts, (the "Filers") and as general
partner of Carousel World LP. The beneficiaries of the irrevocable trusts
are the children of Carl W. Dinger III, Ashley E. Dinger, Caleigh N.
Dinger and Shelby C. Dinger. Jeff E. Dinger is a co-trustee of the three
trusts and a general partner of Carousel World LP.
b.) The principal address of each person or entity in the group is as follows:
Carl W. Dinger III (individually and as trustee)
PO Box 150
Green Village, NJ 07935
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:
Carl W. Dinger III - Consultant/Officer of Carousel World
LP Jeff E. Dinger - Consultant/Officer of Carousel World LP
d.) No reporting person in the group has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
e.) None of the reporting persons in this group has, during the last five
years, been a party to a 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 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. Carl W. Dinger III, Jeffrey E. Dinger and Ashley E. Dinger are
citizens of the United States.
ITEM 3. SOURCE OF FUNDS
The source of funds of each of the filers are personal funds in two accounts,
borrowings from investment brokerage accounts supported by several equity
holdings. The three irrevocable trusts and Carousel World LP have no such
borrowings.
ITEM 4. PURPOSE OF THE TRANSACTION
The Filing Group has purchased the shares for investment purposes. The Group
believes the synergies related to the merger of Transpro's and Modine's
aftermarket business will ultimately result in significant contributions to the
bottom line but is disappointed in the length of time for the turnaround. The
group believes commodity costs and market conditions have been the culprits in
the delay and feels management is taking appropriate steps to deal with these
issues. The Filing Group may buy or sell securities in the Issuer at any time.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
a.) As reported in the Issuer's 10K for the year ending December 31, 2006, the
issuer had 15,305,701 common shares outstanding. The filing group owns 1,157,550
common shares representing 7.56% of the Issuer's shares outstanding. Each member
of the group owns shares as follows:
Carl W. Dinger III - 602,800 shares
Ashley E. Dinger Trust - 112,000
Caleigh N. Dinger Trust - 117,000
Shelby C. Dinger Trust- 133,000
Carousel World LP 115,500
Jeff E. Dinger 62,950
Ashley E. Dinger 14,300
*Children of Carl W. Dinger III with Carl W. Dinger III and Jeff Dinger act as
trustees.
b.) Carl W. Dinger III retains voting control over his holdings. Carl W. Dinger
III and Jeff Dinger vote the shares for the trusts as trustees and the shares of
Carousel World LP as general partners.
c.) Transactions over the past sixty days are as follows:
For Carl W. Dinger III accounts (all purchases):
Date: Shares: Average Price:
3/8/2007 6800 $4.14
3/9/2007 1000 $4.26
3/12/2007 900 $4.17
3/13/2007 2300 $4.06
3/14/2007 4000 $4.02
3/23/2007 500 $4.10
3/30/2007 2000 $3.85
4/10/2007 1050 $3.70
4/13/2007 19400 $3.68
For Jeff W. Dinger (tax sale):
Date: Shares: Average Price:
12/31/2006 5000 $4.51
d.) No person other than the Reporting Persons is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such shares of common stock.
e.) Not applicable
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Other than described herein, there are no contracts, arrangements or
understandings among the Reporting Persons, or between the Reporting Persons and
any other Person, with respect to the securities of the Issuer.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
There are no materials to be filed as exhibits.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
April 13, 2007
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Date
(Carl W. Dinger III)
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Carl W. Dinger III, individually, as trustee and as general partner.
(Jeffrey E. Dinger)
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Jeffrey E. Dinger, as trustee and as general partner.
(Ashley E. Dinger)
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Individually