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Ownership Summary Table
|Name||Sole Voting Power||Shared Voting Power||Sole Dispositive Power||Shared Dispositive Power||Aggregate Amount Owned Power||Percent of Class|
|Carl W. Dinger III XXX-XX-XXXX Carousel World||8.||446,327||10.||446,327||5.92%|
Page 1 of 8 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D AMENDMENT
Under the Securities Exchange Act of 1934
PERMA-PIPE INTERNATIONAL HOLDINGS INC.
(Name of Issuer)
(Title of class of securities)
STRATEGIC VALUE PARTNERS
CARL W. DINGER III
PO BOX 897
BERTHOUD, CO 80513
(Name, address and telephone number of persons authorized to
receive notices and communications)
MARCH 31, 2017
(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.
Page 2 of 8 – SEC Filing
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. 714167103
1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Carl W. Dinger III*
|Carousel World L.P.||XX-XXXXXXX|
|Ashley E. Dinger||XXX-XX-XXXX|
|Caleigh N. Dinger||XXX-XX-XXXX|
|Shelby C. Dinger||XXX-XX-XXXX|
|Kenneth E. Stroup, Jr.||XXX-XX-XXXX|
(*individually and as general partner for Carousel World LP)
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)
Page 3 of 8 – SEC Filing
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Carl W. Dinger III – USA
|Ashley E. Dinger – USA|
|Caleigh N. Dinger – USA|
|Shelby C. Dinger – USA|
|Kenneth E. Stroup, Jr. – USA|
|Carousel World LP – A Colorado Limited Partnership|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7. SOLE VOTING POWER
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
Carl W. Dinger III –
156,400 shares common
|Carousel World LP –||80,200 shares common|
|Ashley E. Dinger –||66,400 shares common|
|Caleigh N. Dinger –||41,500 shares common|
|Shelby C. Dinger –||39,000 shares common|
|Kenneth E. Stroup, Jr. –||62,827 shares common|
12. CHECK IF THE AGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Page 4 of 8 – SEC Filing
14. TYPE OF REPORTING PERSON
IN, CO (all related)
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, $0.01 par value per share (“the shares”), of Perma-Pipe International Holdings /Inc., (the “Issuer”), (formerly MFRI, Incorporated). The principal offices of the issuer are at 6410 W. Howard Street, Niles, IL 60714.
|ITEM 2.||IDENTITY AND BACKROUND|
a.) This statement has been filed jointly by Carl W. Dinger III, Carl W. Dinger III’s children, (Ashley, Caleigh and Shelby), Kenneth E. Stroup Jr., and by Carousel World L.P., a limited partnership in Colorado.
b.) The principal address of each person or entity in the group is as follows:
Carl W. Dinger III, (and children)
|PO Box 897|
|Berthoud, CO 80513|
|Carousel World L.P.|
|P.O. Box 897|
|Berthoud, CO 80513|
|Kenneth E. Stroup, Jr.|
|48 Alexandria Rd.|
|Morristown, NJ 07960|
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 – General Partner of Carousel World LP, (address same as in (b.)
Ashley E. Dinger – Self-Employed
Page 5 of 8 – SEC Filing
Caleigh N. Dinger – College Student
Shelby C. Dinger – College Student
Kenneth E. Stroup, Jr. – Private Investor
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 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, his children, and Kenneth E. Stroup, Jr. are all US citizens and Carousel World LP is a Colorado limited partnership.
|ITEM 3.||SOURCE AND AMOUNT OF FUNDS|
The source of funds of each of the reporting persons in the group are the personal funds of each individual and in some cases, borrowings from investment brokerage accounts supported by several equity holdings.
|ITEM 4.||PURPOSE OF THE TRANSACTION|
The group owns a 5.92% stake in the issuer. As disclosed in prior 13D and 13D/A filings the Group has been disappointed in the performance of Perma-Pipe’s (PPIH) stock. The Group has previously met with the Board, submitted a shareholder proposal to encourage the Board to repurchase stock, considered running a slate in opposition to the Board and otherwise has encouraged the Board to maximize shareholder value through other means.
Over the past several days the Board and the Group reached an agreement, (see Exhibit 1 attached), for PPIH’s proxy to contain a proposal calling for a vote by shareholder’s to consider a stock repurchase program by the Company. The Group understands management intends to oppose this proposal while the Group intends to solicit support from shareholders.
Page 6 of 8 – SEC Filing
|ITEM 5.||INTEREST IN THE SECURITIES OF THE ISSUER|
As reported in the Issuer’s 10Q for the quarter ending 10/31/16, the issuer had 7,568,946 common shares outstanding. The reporting persons forming the group own an aggregate of 446,327 common shares representing 5.92% of the Issuer’s shares outstanding. Each member of the reporting group owns shares individually as follows:
Carl W. Dinger III
|Carousel World L.P.||80,200|
|Ashley E. Dinger||66,400|
|Caleigh N. Dinger||41,500|
|Shelby C. Dinger||39,000|
|Kenneth E. Stroup, Jr.||62,827|
c.) Transactions over the past sixty days are as follows, (all purchases):
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 the Common Stock.
Page 7 of 8 – SEC Filing
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, (other than the formation of this group on October 17, 2016 seeking the actions described herein), 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|
Please see Exhibit 1, Agreement with Perma-Pipe International Holdings, Inc. on shareholder proposal to repurchase shares.
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.
MARCH 31, 2017
(Carl W. Dinger III, individually, and as general partner of Carousel World LP).
<Carl W. Dinger III>
(Ashley E. Dinger, individually)
<Ashley E. Dinger>
(Caleigh N. Dinger, individually)
<Caleigh N. Dinger>
Page 8 of 8 – SEC Filing
(Shelby C. Dinger, individually)
<Shelby C. Dinger>
(Kenneth E. Stroup Jr., individually)
<Kenneth E. Stroup, Jr.>