UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2*)
Proliance International, Inc.
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(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
74340R104
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(CUSIP Number)
December 31, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ X / Rule 13d-1(c)
/ / Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Athena Capital Management, Inc. 23-2520198
Minerva Group, LP
David P. Cohen
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2. Check the Appropriate Box if a Member of a Group
(a)
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(b)
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3. SEC Use Only
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4. Citizenship or Place of Organization
Athena Capital Management, Inc. - Delaware
Minerva Group, LP - Delaware
David P. Cohen - U.S. Citizen
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Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power Minerva - 267,000
David P. Cohen - 5,000
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6. Shared Voting Power Athena - 315,900
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7. Sole Dispositive Power Minerva - 267,000
David P. Cohen - 5,000
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8. Shared Dispositive Power Athena - 315,900
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
Athena Capital Management, Inc. - 315,900
Minerva Group, LP - 267,000
David P. Cohen - 587,900 (includes shares beneficially owned
by Athena, Minerva, and individually)
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10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
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11. Percent of Class Represented by Amount in Row (9)
3.9%
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12. Type of Reporting Person
Athena Capital Management, Inc. - IA
Minerva Group, LP - PN
David P. Cohen - IN
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Item 1.
(a) Name of Issuer
Proliance International, Inc.
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(b) Address of Issuer's Principal Executive Offices
100 Gando Drive, New Haven, CT 06513
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Item 2.
(a) Name of Persons Filing
Athena Capital Management, Inc.
Minerva Group, LP
David P. Cohen
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(b) Address of Principal Business Office or, if none,
Residence
50 Monument Road, Suite 201
Bala Cynwyd, PA 19004
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(c) Citizenship
David P. Cohen is a U.S. Citizen.
The reporting entities are organized under Delaware law.
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(d) Title of Class of Securities
Common Stock, $0.01 Par Value Per Share
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(e) CUSIP Number
74340R104
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Item 3. This statement is not filed pursuant to Rule 13d-1(b), 13d-2(b) or
13d-2(c).
Item 4. Ownership
(a) Amount beneficially owned:
Athena Capital Management, Inc. - 315,900
Minerva Group, LP - 267,000
David P. Cohen - 587,900 (includes shares beneficially owned
by Athena, Minerva, and individually)
(b) Percent of Class: 3.9%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Minerva Group, LP - 267,000
David P. Cohen - 5,000
(ii) shared power to vote or to direct the vote:
Athena Capital Management, Inc. - 315,900
(iii)sole power to dispose or to direct the disposition of:
Minerva Group, LP - 267,000
David P. Cohen - 5,000
(iv) shared power to dispose or to direct the disposition of:
Athena Capital Management, Inc. - 315,900
Item 5. Ownership of Five Percent or Less of a Class
This statement is being filed to report the fact that as of the date
hereof, the reporting persons have ceased to be the beneficial owener
of more than five percent of the class of securities.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
ATHENA CAPITAL MANAGEMENT, INC.
February 1, 2006
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Date
David P. Cohen, President
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Name/Title
By: /s/ Beth N. Lowson
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Beth N. Lowson
The Nelson Law Firm, LLC
75 South Broadway, 4th Floor
White Plains, NY 10601
Attorney In Fact
MINERVA GROUP, LP
February 1, 2006
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Date
Minerva GP, Inc., General Partner
David P. Cohen, President
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Name/Title
By: /s/ Beth N. Lowson
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Beth N. Lowson
The Nelson Law Firm, LLC
75 South Broadway, 4th Floor
White Plains, NY 10601
Attorney In Fact
February 1, 2006
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Date
David P. Cohen
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By: /s/ Beth N. Lowson
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Beth N. Lowson
The Nelson Law Firm, LLC
75 South Broadway, 4th Floor
White Plains, NY 10601
Attorney In Fact
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint Stephen J. Nelson and
Beth N. Lowson, each of The Nelson Law Firm, LLC, 75 South Broadway,
4th Floor, White Plains, NY 10601, signing singly, with full power of
substitution, as the true and lawful attorney of the undersigned, and
authorizes and designates each of them to sign on behalf of the undersigned,
and to file filings and any amendments thereto made by or on behalf of the
undersigned in respect of the beneficial ownership of equity securities held by
the undersigned, directly, indirectly or beneficially, pursuant to Sections
13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and therules and regulations thereunder. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Sections 13(d), 13(g) or 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until withdrawn
by the undersigned in a signed writing delivered to the foregoing attorneys-
in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 21st day of January, 2004.
/s/ David P. Cohen
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David P. Cohen