13D Filing: Carl W Dinger III and Mfri Inc (NASDAQ:MFRI)

 

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.