SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
MFRI INCORPORATED
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(Name of Issuer)
COMMON STOCK
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(Title of class of securities)
552721102
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(CUSIP Number)
CARL WILLIAM DINGER III
PO BOX 150
GREEN VILLAGE, NJ 07960
(973)-819-9923
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(Name, address and telephone number of person authorized to
receive notices and communications)
OCTOBER 22, 2010
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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. 344820105
1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY):
Carl W. Dinger III ###-##-####
Jeffrey E. Dinger ###-##-####
Carousel World LP. 22-3699584
Ashley E. Dinger Trust 22-6710058
Caleigh N. Dinger Trust 22-6710059
Shelby C. Dinger Trust 22-6739944
(*individually and as trustee for three separates
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
Jeffrey E. Dinger - USA
Carousel World LP ? A New Jersey Limited Partnership
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7. SOLE VOTING POWER
8. SHARED VOTING POWER
349,400
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
349,400
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
Carl W. Dinger III - 236,600 shares common
Carousel World LP - 80,000 shares common
Ashley E. Dinger - 10,000 shares common
Caleigh N. Dinger - 12,000 shares common
Shelby C. Dinger - 10,800 shares common
12. CHECK IF THE AGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.11%
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 MFRI Inc., (the "Issuer"). The principal offices
of the issuer are at 7720 North Lehigh Avenue, Niles, IL 60714.
ITEM 2. IDENTITY AND BACKROUND
a.) This statement has been filed jointly by Carl W. Dinger III,
and Jeffrey E. Dinger an ("reporting persons") both of whom are related.
Carousel World LP is an entity owned in trust for the benefit of Carl W.
Dinger III and Jeffrey E. Dinger and the children of Carl W. Dinger III,
with the trustees being Carl W. Dinger III, Jeffrey E. Dinger.
b.) The principal address of each person or entity in the group
is as follows:
Carl W. Dinger III
PO Box 150
Green Village, NJ 07935
Jeffrey E. Dinger
4 Fox Hollow Road
Morristown, NJ 07960
Carousel World L.P.
P.O. 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.
(address same as in (b.)
Jeffrey E, Dinger ? General Partner/Officer of Carousel World LP.
(address same as in (b.)
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, Mr. Jeffrey E. Dinger are citizens of the
United States. Carousel World LP is a New Jersey 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 borrowings from
investment brokerage accounts supported by several equity
holdings.
ITEM 4. PURPOSE OF THE TRANSACTION
The reporting persons in the group have purchased the shares for
investment purposes. The group believes the Issuer's shares are
undervalued using various equity valuation metrics. Carl W. Dinger
III recently met with the management of MFRI to discuss the Company's
operations and outlook. The reporting persons of the group may buy or
sell the Issuer's shares depending on market conditions.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
As reported in the Issuer's 10Q for the quarter ending
7/31/10, the issuer had 6,839,483 common shares outstanding. The
reporting persons forming the group own an aggregate of 349,400 common
shares representing 5.11% of the Issuer's shares outstanding. Each
member of the reporting group owns shares individually as follows:
Carl W. Dinger III 236,600
Carousel World LP. 80,000
Ashley E. Dinger Trust* 10,000
Caleigh N. Dinger Trust* 12,000
Shelby C. Dinger Trust* 10,800
Total: 349,400
*Children of Carl W. Dinger III of which Carl W. Dinger III and
Jeffrey E. Dinger are trustees.
b.) Jeff Dinger and Carl W. Dinger III retains voting control over the
trust shares as trustees and as officers of Carousel World LP.
c.) Transactions over that past sixty days are as follows, (all
purchases):
1. Carl W. Dinger III:
Date: Shares: Price:
10/22/10 1,000 $7.99
10/21/10 2,452 $7.78
10/20/10 1,648 $7.50
10/13/10 800 $7.08
10/11/10 9,500 $7.01
10/8/10 10,000 $6.96
10/6/10 2,000 $6.88
3. Ashley E. Dinger Trust
Date: Shares: Price:
10/13/10 5,000 $7.15
10/12/10 5,000 $7.00
4. Caleigh N. Dinger Trust
Date: Shares: Price:
10/13/10 7,000 $7.16
10/12/10 5,000 $7.00
5. Shelby C. Dinger Trust
Date: Shares: Price:
10/22/10 800 $7.90
10/13/10 5,000 $7.15
10/11/10 5,000 $7.00
6. Carousel World LP.
Date: Shares: Price:
10/8/10 4,000 $6.96
9/29/10 3,000 $6.90
9/17/10 5,000 $6.97
9/15/10 1,000 $7.05
9/9/10 1,000 $7.00
9/8/10 500 $6.64
8/30/10 500 $6.46
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.
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.
October 22, 2010
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DATE
(Carl W. Dinger III, individually, as trustee, and as officer of
Carousel World LP.)
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SIGNATURE
(Jeffrey E. Dinger, as trustee, and as officer of
Carousel World LP.)
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SIGNATURE