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): July 14, 1995
MODINE MANUFACTURING COMPANY
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(Exact name of registrant as specified in its charter)
Wisconsin 1-1373 39-0482000
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1500 DeKoven Avenue, Racine, Wisconsin 53403
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code: (414) 636-1200
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
An Exhibit Index appears on Page 2 herein.
Page 1 of 5 pages
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Item 2. Acquisition or Disposition of Assets.
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On July 14, 1995, Modine Manufacturing Company ("Modine"),
through its wholly-owned subsidiary Modi, Inc., acquired the
Signet Systems Division ("Signet") of The Equion Corporation and
certain liabilities relating thereto, pursuant to an Asset
Purchase Agreement effective as of July 31, 1995.
The cash purchase from The Equion Corporation was valued at
approximately $54 million. The Company also assumed certain
liabilities as part of the acquisition.
A total of 418 Signet employees are located at its main
plant in Harrodsburg, Kentucky; at a recently acquired operation
in Goch, Germany; and at a sales and engineering office in
Detroit, Michigan. Signet is a full-service supplier of climate-
control systems and components to the automotive, truck, and off-
highway vehicle markets both in North America and Europe.
Modine announced a letter of intent for the acquisition on
April 24 and signed a definitive agreement on June 2.
The purchase price was financed with available cash, a
portion of a new $25.0 million revolving credit facility through
ABN-AMRO bank, and $5.0 million in promissory notes with the Seller.
Modine intends to continue to use the plant, machinery and
equipment, and other assets acquired for the manufacture of air
conditioning systems and components.
A copy of the Asset Purchase Agreement was not available at
the time of filing; a copy of the news release announcing the
closing of the purchase is filed as Exhibit 20 to this Report.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of business acquired.
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It is anticipated that audited financial
statements for the most recent fiscal year
and unaudited financial statements for the
interim periods specified in Rules 3-01 and
3-02 of Regulation S-X will be filed, if
required, not later than 60 days after the
date this Report on Form 8-K must be filed.
(b) Pro forma financial information.
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It is anticipated that pro forma financial
statements for the periods specified in
Rules 11-01 and 11-02 of Regulation S-X will
be filed, if required, not later than 60 days
after the date this Report on Form 8-K must
be filed.
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(c) Exhibits.
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Reference Number
per Item 601 of
Regulation S-K Page
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1 Not applicable.
*2 Asset Purchase Agreement effective
as of July 31, 1995.
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 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 5
Manufacturing Company dated
July 17, 1995.
<PAGE>
Reference Number
per Item 601 of
Regulation S-K Page
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23 Not applicable.
24 Not applicable.
27 Not applicable.
99 Not applicable.
*Not presently available.
**Filed herewith.
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: July 31, 1995.
MODINE MANUFACTURING COMPANY
By: D. R. JOHNSON
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D. R. Johnson, Executive
Vice President - Operations
By: W. E. PAVLICK
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W. E. Pavlick, Senior Vice
President, General Counsel,
and Secretary
<PAGE>
EXHIBIT 20
NEWS RELEASE
RACINE, Wis., July 17, 1995 - Modine Manufacturing Company
has completed the acquisition of Signet Systems, effective at the
close of business July 31. The cash purchase from The Equion
Corporation was valued at approximately $54 million, net of the
assumption of certain liabilities by Modine.
A total of 418 Signet employees are located at its main
plant in Harrodsburg, Ky., and at a sales and engineering office
in Detroit, Mich. Signet is a full-service supplier of climate-
control systems and components to the automotive, truck, and off-
highway vehicle markets both in North America and Europe.
Modine announced a letter of intent for the acquisition on
April 24 and signed a definitive agreement on June 2.
Modine Manufacturing Company is an independent, worldwide
leader in heat-transfer technology, serving vehicular,
industrial, commercial, and building markets.
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