UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
TRANSPRO INC.
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(Name of Issuer)
COMMON STOCK
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(Title of class of securities)
893885103
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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)
July 22, 2005
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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. 893885103
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
(*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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
385,500
8. SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
385,500
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
Carl W. Dinger III - 360,100 shares
Ashley E. Dinger Trust - 7,800
Caleigh N. Dinger Trust - 7,800
Shelby C. Dinger Trust- 7,300
Carousel World LP 2,500
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.42%
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 Transpro, Inc., (the "Issuer"). The principal offices of the Issuer
are at Gando Drive, New Haven, CT.
ITEM 2. IDENTITY AND BACKGROUND
a.) This statement is being filed jointly by Carl W. Dinger III, individually
as trustee for three individual trusts, (the "Filers") and as a 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
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 and Jeffrey 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
Filer filed an original 13D on Transpro in 2004. This 13D Amendment is related
to Transpro's merger with Modine's Aftermarket division. As a result of the
merger, roughly 8 million shares of Transpro will be issued to Modine
shareholders under the new company's name Proliance. This share issuance reduces
filer's position to under 5% ending filer's current need to report under the
William's Act. Filer believes the merger of Transpro and Modine's Aftermarket
Business is a model for growth in profitability for the combined entity
"Proliance" and believes management has set forth the platform by which
shareholder value will be significantly enhanced.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
a.) As reported in the Issuer's 10K for the year ending December 31, 2004, the
issuer had 7,106,023 common shares outstanding. The filing group owns 385,500
common shares representing 5.42% of the Issuer's shares outstanding. Each member
of the group owns shares as follows:
Carl W. Dinger III 360,100 shares
Ashley E. Dinger Trust* 7,800
Caleigh N. Dinger Trust* 7,800
Shelby C. Dinger Trust* 7,300
Carousel World LP 2,500
*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, (all purchases):
For Carl W. Dinger III accounts:
Date: Shares: Average Price:
6/06/2005 900 $6.32
6/17/2005 600 $6.84
6/29/2005 500 $6.34
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.
July 22, 2005
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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.