January 27, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, DC 20549
Re: Modine Manufacturing Company
Your File No. 1-1373
Form 8-K dated January 23, 1995
Gentlemen:
Transmitted herewith is the above-referenced Report.
An additional complete copy of the Report is being transmitted
for filing to the National Association of Securities Dealers,
Inc. where our Company's common stock is listed.
Very truly yours,
DEAN R. ZAKOS
Associate General Counsel
and Assistant Secretary
Enclosures
DRZ:ms
CC: National Association of
Securities Dealers, Inc.
1735 K Street, N.W.
Washington, DC 20006
Attn: Market Listing Qualifications
(Form 8-K)
(Page>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported): January 18, 1995
MODINE MANUFACTURING COMPANY
- ------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
WISCONSIN 1-1373 39-0482000
- ------------------- ------------- ------------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1500 DEKOVEN AVENUE, RACINE, WISCONSIN 53403
- ------------------------------------------- -----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 636-1200
----------------
NOT APPLICABLE
- ------------------------------------------------------------------------
Former name or former address, if changed since last report.)
An Exhibit Index appears on Page 2 herein.
<PAGE>
Item 5. Other Events.
------------
On January 18, 1995, the Board of Directors of Modine Manufacturing
Company authorized the amendment of the Rights Agreement (regarding certain
Preferred Share Purchase Rights authorized as of October 15, 1986) by
extending the Final Expiration Date of the Rights from October 27, 1996 to
October 27, 2006. In addition, the Rights Agent, The First National Bank
of Chicago, is now known as First Chicago Trust Company of New York.
A copy of the news release announcing authorization of the amendment to
the Rights Agreement is filed as Exhibit 20 to this Report.
Item 7. Financial Statements and Exhibits.
---------------------------------
(c) Exhibits.
--------
Reference Number
per Item 601 of
Regulation S-K Page
---------------- ----
1 Not applicable.
2 Not applicable.
4 Rights Agreement dated as of
October 16, 1986 between the
Registrant and First Chicago
Trust Company of New York
[formerly the First National
Bank of Chicago] (Rights
Agent) (filed by reference to
the Exhibit contained in the
Registrant's Annual Report on
Form 10-K for the fiscal year
ended March 31, 1992).
*4(a) Amendment Number 1 to Rights
Agreement dated as of
January 18, 1995 between the
Registrant and First Chicago
Trust Company of New York
(Rights Agent).
*4(b) Amendment Number 2 to Rights
Agreement dated as of
January 18, 1995 between the
Registrant and First Chicago
Trust Company of New York
(Rights Agent).
Note: The amount of long-term
----
debt authorized under any
instrument defining the rights
<PAGE>
Reference Number
per Item 601 of
Regulation S-K Page
---------------- ----
of holders of long-term debt
of the Registrant, other than
as noted above, does not
exceed ten percent of the
total assets of the Registrant
and its subsidiaries on a
consolidated basis.
Therefore, no such instruments
are required to be filed as
exhibits to this Form 8-K.
The Registrant agrees to
furnish copies of such
instruments to the Commission
upon request.
16 Not applicable.
17 Not applicable.
*20 News Release of Modine
Manufacturing Company dated
January 18, 1995.
23 Not applicable.
24 Not applicable.
27 Not applicable.
99 Not applicable.
* Filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date: January 23, 1995.
MODINE MANUFACTURING COMPANY
By: R. T. SAVAGE
____________________________
R. T. Savage, President and
Chief Executive Officer
By: W. E. PAVLICK
____________________________
W. E. Pavlick, Senior Vice
President, General Counsel,
and Secretary
<PAGE>
MODINE MANUFACTURING COMPANY
AND
THE FIRST NATIONAL BANK OF CHICAGO
Rights Agent
Amendment Number 1
------------------
to
Rights Agreement
Dated as of October 15, 1986
<PAGE>
RIGHTS AGREEMENT
------------------
Amendment Number 1
------------------
This Amendment, when executed, shall constitute a valid and binding
amendment to that certain Rights Agreement dated as of October 15, 1986
by and between Modine Manufacturing Company, a Wisconsin corporation (the
"Company"), and The First National Bank of Chicago, a national banking
association (the "Rights Agent").
Recitals
A. The Rights Agreement provides that the Company and the Rights Agent
may supplement or amend the Rights Agreement from time to time.
B. The Rights Agent has consolidated all of its shareholder services,
including the services contemplated by the Rights Agreement, in one business
unit known as "First Chicago Trust Company of New York."
C. The Company and the Rights Agent desire to amend the Rights
Agreement in accordance with the terms of this Amendment.
Agreement
1. In consideration of the Recitals and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the Company and the Rights Agent agree, pursuant to the provisions set forth
in the Rights Agreement, to amend the Rights Agreement as follows:
2. The Rights Agreement is amended by substituting, where applicable,
"First Chicago Trust Company of New York" in place of "The First National
Bank of Chicago" as the Rights Agent.
3. This Amendment shall be effective as of January 18, 1995.
4. The Company and the Rights Agent agree that all other terms,
provisions, covenants, or restrictions of the Rights Agreement, to the
extent not inconsistent with this Amendment, shall remain unchanged and in
full force and effect.
<PAGE>
5. Capitalized terms which are not defined in this Amendment have the
meanings given such terms in the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, as of the effective date hereof.
(SEAL)
MODINE MANUFACTURING COMPANY
Attest:
By W. E. PAVLICK By R. T. SAVAGE
---------------------- _________________________
Title: Secretary Title: President and
Chief Executive
Officer
(SEAL)
FIRST CHICAGO TRUST COMPANY OF
NEW YORK
Attest:
By s/M. Phalen By s/L. Woods
____________________ ______________________
Title:Vice President Title:Vice President
<PAGE>
MODINE MANUFACTURING COMPANY
AND
FIRST CHICAGO TRUST COMPANY OF NEW YORK
Rights Agent
Amendment Number 2
------------------
to
Rights Agreement
Dated as of October 15, 1986
<PAGE>
RIGHTS AGREEMENT
----------------
Amendment Number 2
------------------
This Amendment, when executed, shall constitute a valid and
binding amendment to that certain Rights Agreement dated as of
October 15, 1986 by and between Modine Manufacturing Company, a
Wisconsin corporation (the "Company"), and First Chicago Trust
Company of New York (the "Rights Agent").
Recitals
A. The Rights Agreement provides that the Company and the
Rights Agent may supplement or amend the Rights Agreement for the
purpose of, among other things, extending the Final Expiration
Date of the Rights.
B The Company and the Rights Agent desire to amend the
Rights Agreement in accordance with the terms of this Amendment.
Agreement
1. In consideration of the Recitals and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company and the Rights Agent agree,
pursuant to the provision set forth in Section 26 of the Rights
Agreement, to amend the Rights Agreement as follows:
2. Section 7(a)(i)of the Rights Agreement is amended by
substituting the following:
(i) the close of business on October 27, 2006
(the "Final Expiration Date"), . . . ,
3. This Amendment shall be effective as of January 18,
1995.
4. The Company and the Rights Agent agree that all other
terms, provisions, covenants, or restrictions of the Rights
Agreement, to the extent not inconsistent with this Amendment,
shall remain unchanged and in full force and effect.
5. Capitalized terms which are not defined in this
Amendment have the meanings given such terms in the Rights
Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate
seals to be hereunto affixed and attested, as of the effective
date hereof.
(SEAL)
MODINE MANUFACTURING COMPANY
Attest:
By W. E. PAVLICK By R. T. SAVAGE
____________________ _________________________
Title: Secretary Title: President and
Chief Executive
Officer
(SEAL)
FIRST CHICAGO TRUST COMPANY OF
NEW YORK
Attest:
By s/M. Phalen By s/L. Woods
____________________ ______________________
Title:Vice President Title:Vice President
<PAGE>
NEWS RELEASE
MODINE BOARD
AMENDS RIGHTS AGREEMENT,
DECLARES DIVIDEND
RACINE, Wis., Jan 18, 1995 -- At its regular meeting today,
the Modine Manufacturing Company Board of Directors amended an
earlier shareholder rights agreement and declared a quarterly
dividend.
The board amended a shareholder rights agreement that was
initiated in 1986 by extending the final expiration date of the
rights from Oct. 27, 1996, to Oct. 27, 2006. The type of
agreement is commonly termed a "poison pill" defense for hostile
takeovers.
The directors also declared a regular quarterly dividend of
13 cents per share, payable March 9 to shareholders of record
Feb. 27, 1995. Modine has paid quarterly cash dividends
continually since 1959.
<PAGE>
