UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
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)
April 30, 2004
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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
(*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
373,900
8. SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
373,900
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
Carl W. Dinger III - 351,000 shares
Ashley E. Dinger Trust - 7,800
Caleigh N. Dinger Trust - 7,800
Shelby C. Dinger Trust- 7,300
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.26%
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
and as trustee for three individual trusts, (the "Filers"). 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.
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 filer are personal funds in two accounts,
borrowings from investment brokerage accounts supported by several equity
holdings. The three irrevocable trusts have no such borrowings.
ITEM 4. PURPOSE OF THE TRANSACTION
The reporting group has purchased the shares for investment purposes and
may buy or sell shares at anytime. The filers believe the Issuer's shares are
undervalued and that current management has done an exemplary job in turning
around the Company in a difficult market environment. While this effort is
producing tangible results, the filers believe the window of opportunity for
selling the Company to a larger, better financed company is opening. EBITDA
transaction multiples have increased recently and this coupled with improving
fundementals at Transpro is creating this window. The filers believe that
Transpro, in it's current financial state, is capital constrained and the
Company would have greater flexibility by being sold to a third party. The
filers have suggested this to management and would like to work with management
to achieve such a result over the next year or two.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
a.) As reported in the Issuer's 10K for the year ending March 31, 2004, the
issuer had 7,106,023 common shares outstanding. The filing group owns
373,900 common shares representing 5.26% of the Issuer's shares
outstanding. Each member of the group owns shares as follows:
Carl W. Dinger III 351,000
Ashley E. Dinger Trust* 7,800
Caleigh N. Dinger Trust* 7,800
Shelby C. Dinger Trust* 7,300
* 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.
c.) Transactions over the past sixty days are as follows, (all purchases):
For Carl W. Dinger III accounts:
Date: Shares: Average Price:
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3/08/2004 700 $4.90
3/09/2004 700 5.02
3/10/2004 700 5.02
3/25/2004 2,000 5.14
3/26/2004 1,200 5.05
4/01/2004 1,800 4.95
4/02/2004 20,700 5.08
4/05/2004 4,300 5.23
4/06/2004 600 5.49
4/08/2004 700 5.81
4/15/2004 1,800 4.95
4/16/2004 8,000 5.20
4/20/2004 1,000 5.21
4/22/2004 9,500 5.27
4/27/2004 2,000 5.25
4/29/2004 6,800 5.21
4/30/2004 3,000 5.22
5/04/2004 1,000 5.21
5/05/2004 12,000 5.25
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.
May 7, 2004
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Date
/s/ Carl W. Dinger III
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Carl W. Dinger III, Individually and as Trustee
/s/ Jeffrey E. Dinger
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Jeffrey E. Dinger, as Trustee