-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LW0Ig0mawbotveFwAs19B6MK8v94smVmkRypa07JhhkWr8UgPLrT3BgRbqNXD2K6 SDapVGTPjTREgWos1IlYpA== 0001104659-07-081225.txt : 20071108 0001104659-07-081225.hdr.sgml : 20071108 20071108163048 ACCESSION NUMBER: 0001104659-07-081225 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071108 DATE AS OF CHANGE: 20071108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROLIANCE INTERNATIONAL, INC. CENTRAL INDEX KEY: 0000948844 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 341807383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44453 FILM NUMBER: 071226249 BUSINESS ADDRESS: STREET 1: 100 GANDO DRIVE CITY: NEW HAVEN STATE: CT ZIP: 06513 BUSINESS PHONE: 2034016450 MAIL ADDRESS: STREET 1: 100 GANDO DRIVE CITY: NEW HAVEN STATE: CT ZIP: 06513 FORMER COMPANY: FORMER CONFORMED NAME: TRANSPRO INC DATE OF NAME CHANGE: 19950802 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brown Roger CENTRAL INDEX KEY: 0001310789 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 615-221-1122 MAIL ADDRESS: STREET 1: 5111 MARYLAND WAY STREET 2: STE 2001 CITY: BRENTWOOD STATE: TN ZIP: 37027 SC 13D 1 a07-28314_1sc13d.htm SC 13D

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Proliance International, Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

74340R104

(CUSIP Number)

 

Troy M. Calkins, Esq.
Drinker Biddle & Reath LLP
191 North Wacker Drive, Suite 3700
Chicago, Illinois 60606
(312) 569-1150

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

October 29, 2007

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the 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 Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Roger Brown

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
UNITED STATES CITIZEN

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
780,000

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
780,000

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
780,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
5.0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

 

2



 

Item 1.

Security and Issuer

This Statement on Schedule 13D (this “Schedule 13D” or this “Statement”) is filed by Roger Brown (“Mr. Brown”).  The class of equity securities to which this Schedule 13D relates is the Common Stock, $0.01 par value per share (the “Common Stock” or “Shares”), of Proliance International, Inc., a Delaware corporation (the “Company”).  The address of the Company’s principal executive offices is 100 Gando Drive, New Haven, CT 06513.

Mr. Brown is the beneficial owner of 780,000 Shares of the Company.

 

 

Item 2.

Identity and Background

Mr. Brown is an investor with a business address of 5111 Maryland Way, Suite 201, Brentwood, TN 37027. During the past five years, he has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  During the past five years, he has not 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.  He is a citizen of the United States of America.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

The reporting person acquired the Shares of the Company which he owns in open market purchases made from time to time at various purchase prices.  The source of the funds was his personal funds.

 

 

Item 4.

Purpose of Transaction

The reporting person has acquired the securities of the Company for investment purposes.  The reporting person may make further purchases of shares of Common Stock or dispose of any or all of the shares of Common Stock which he holds, although he has no current intention to do so.  The reporting person does, however, intend to engage in discussions with the Company’s management and Board of Directors regarding the Company’s operations.  These discussions may include the reporting person recommending that the Company take one or more of the following actions:

(i)      accelerating the implementation of, or revising, the Company’s existing turnaround plan;

(ii)     adding one or more new members to the Company’s Board of Directors, potentially including one or more candidates identified by the reporting person, who can assist the Company in its turnaround plan; and

(iii)    exploring one more acquisitions or business combinations, with the purpose of better positioning the Company in the market or otherwise providing value to the Company’s stockholders.

 

 

3



 

The reporting person may, at any time from time to time, review or reconsider his positions and formulate plans or proposals with respect thereto.

 

 

Item 5.

Interest in Securities of the Issuer

(a)           As of the date of this Statement, the reporting person beneficially owns 780,000 Shares, which represents 5.0% of the Company’s Common Stock.  The percentage used in this Statement is calculated based on 15,585,570 outstanding Shares, as reported in the Company’s Form 10-Q, as filed with the Securities and Exchange Commission on August 14, 2007.

(b)           The information contained in table form in Rows 7 though 11 on page 2 hereof, which relates to beneficial ownership, voting and disposition of Shares is hereby incorporated by reference.  Mr. Brown has the sole power to vote and dispose of 780,000 Shares held by him.

(c)           During the sixty (60) days prior to the date of the event requiring the filing of this Statement, the reporting person engaged in the transactions set forth in the below table, each of which was an open market purchase.  Each trade was settled on the date and for the price set forth in the below table.  Trades were generally placed three (3) trading days before their respective settlement date.

 

Quantity
(Shares)

 

Settlement 
Date

 

Unit
Cost

 

28,780

 

11/1/2007

 

$

2.816

 

86

 

10/31/2007

 

2.75

 

5,300

 

10/25/2007

 

2.804

 

200

 

10/19/2007

 

2.672

 

19

 

10/18/2007

 

2.802

 

4,481

 

9/28/2007

 

2.141

 

2,886

 

9/27/2007

 

2.136

 

3,100

 

9/25/2007

 

2.119

 

6,500

 

9/24/2007

 

2.126

 

3,467

 

9/21/2007

 

2.122

 

3,700

 

9/20/2007

 

2.131

 

8,499

 

9/19/2007

 

2.085

 

6,300

 

9/18/2007

 

2.109

 

6,900

 

9/17/2007

 

2.101

 

4,300

 

9/14/2007

 

2.107

 

4,800

 

9/13/2007

 

2.057

 

100

 

9/12/2007

 

2.368

 

9,200

 

9/12/2007

 

2.042

 

1,600

 

9/11/2007

 

2.127

 

22,400

 

9/11/2007

 

2.068

 

2,900

 

9/10/2007

 

2.119

 

7,500

 

9/10/2007

 

2.063

 

2,500

 

9/7/2007

 

2.132

 

2,318

 

9/6/2007

 

2.126

 

1,800

 

9/5/2007

 

2.11

 

2,600

 

9/5/2007

 

2.136

 

7,200

 

9/4/2007

 

2.093

 

300

 

9/4/2007

 

2.24

 

500

 

8/31/2007

 

2.141

 

 

 

4



 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

To the reporting person’s knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

 

Item 7.

Material to Be Filed as Exhibits

Inapplicable.

 

 

5



 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

November 8, 2007

 

Date

 


/s/ Roger Brown

 

Signature

 


Roger Brown

 

Name/Title

 

 

6


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