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-A Amendment No. 1 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.
No fee is required since this Form 8-A amends the previous filing.
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-A)
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MODINE MANUFACTURING COMPANY
- ------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0482000
- ------------------------------------------------------------------------
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
1500 DEKOVEN AVENUE, RACINE, WISCONSIN 53403
- ------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None N/A
---- ------
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
<PAGE>
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
- ---------------------------------------------------------------------------
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
This Amendment No. 1 amends the Form 8-A filed by Modine Manufacturing
Company (the "Company") dated November 18, 1986.
On January 18, 1995, the Board of Directors of the 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.
All other terms, provisions, covenants or restrictions of the Rights
Agreement, to the extent not inconsistent with the Board of Directors'
January 18, 1995 amendment action, remain unchanged and in full force and
effect. The Rights Agent, The First National Bank of Chicago, is now known
as the First Chicago Trust Company of New York.
Item 2. Exhibits.
--------
1. Amendment No. 1 to Rights Agreement dated as of January 18, 1995
between the Registrant and First Chicago Trust Company of New
York (Rights Agent).
2. Amendment No. 2 to Rights Agreement dated as of January 18, 1995
between the Registrant and First Chicago Trust Company of New
York.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
Amendment No. 1 to its registration statement to be signed on its
behalf by the undersigned, thereto 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
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>
