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): December 18, 1996
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.
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Item 5. Other Information.
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On December 18, 1996, 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 adjusting the purchase price
of one one-hundredth of a share of Series A Participating
Preferred Stock, par value $0.0125 per share, from a price of
$21.25 to a price of $95.00.
A copy of the news release announcing authorization of the
amendment to the Rights Agreement is filed as Exhibit 20(a) to
this Report. A copy of the letter to shareholders providing a
summary of the action is filed as Exhibit 20(b) to this Report.
Item 7. Financial Statements and Exhibits.
---------------------------------
(c) Exhibits.
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Reference Number
per Item 601 of
Regulation S-K Page
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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) (filed
by reference to the exhibit
contained in the Registrant's
Form 8-K Report dated January 23,
1995).
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) (filed
<PAGE>
Reference Number
per Item 601 of
Regulation S-K Page
---------------- ----
by reference to the exhibit
contained in the Registrant's
Form 8-K Report dated January 23,
1995).
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(a) News Release of Modine 5
Manufacturing Company dated
December 18, 1996.
*20(b) Letter to shareholders dated
December 18, 1996 6
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: December 18, 1996.
MODINE MANUFACTURING COMPANY
By: R. T. SAVAGE
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R. T. Savage, Chairman
and Chief Executive Officer
By: W. E. PAVLICK
--------------------------------
W. E. Pavlick, Senior Vice
President, General Counsel,
and Secretary
<PAGE>
EXHIBIT 20(a)
Modine Board Adjusts Price Of
Preferred Share Purchase Rights
RACINE, Wis., Dec. 18, 1996 -- The Modine Manufacturing
Company Board of Directors today adjusted the purchase price of
one one-hundredth of a share of Series A Participating Preferred
Stock, par value $0.0125 per share, from a price of $21.25 to a
price of $95.00.
Each share of the company's common stock carries one right
that entitles the holder to purchase a unit of one one-hundredth
of this preferred stock, commonly termed a "poison pill" defense
for hostile takeovers.
The distribution of the rights was made on Oct. 27, 1986,
and, earlier this year, the expiration date of the rights was
extended until Oct. 27, 2006.
In commenting on the board's action, R. T. Savage, chairman
and chief executive officer of Modine, said, "In view of the
extension of the expiration date of the rights, the board thought
it appropriate to adjust the purchase price. The board did so
after receiving independent financial advice and after assessing
other factors including the current market price in light of the
purchase price established in 1986. This action was not taken in
response to any specific effort to acquire control of the company
and the board is not aware of any such effort."
Modine Manufacturing Company is an independent, worldwide
leader in heat-transfer technology, serving vehicular,
industrial, commercial, and building markets.
<PAGE>
EXHIBIT 20(b)
December 18, 1996
To Our Shareholders:
Your Board of Directors today adjusted the purchase price of one
one-hundredth of a share of Series A participating preferred
stock, par value $0.0125 per share from a price of $21.25 to a
price of $95.00.
On October 27, 1986, your Board of Directors declared a dividend
distribution of preferred share purchase rights to the holders of
Modine common stock. Since that time, each share of the Company's
common stock carries one right that entitles the holder to purchase
a unit of one one-hundredth Series A participating stock, commonly
called a "poison pill" defense for hostile takeovers. The expiration
date of the rights was extended until October 27, 2006.
Your Board believes that, in view of the extension of the expiration
date of the rights, it was appropriate to adjust the purchase price.
Your Board did so after receiving independent financial advice and
after assessing other factors including the current market price in
light of the purchase price established in 1986. This action was not
taken in response to any specific effort to acquire control of the
company and the Board is not aware of any such effort.
The extension of the expiration date of the rights and the adjustment
of the purchase price of the rights does not in any way weaken the
financial strength of Modine or interfere with its business plans.
The extension of the expiration date of the rights and the adjustment
of the purchase price have no dilutive effect, will not affect reported
earnings per share, are not taxable to Modine or to you, and will not
change the way in which you can currently trade your shares of Modine
common stock.
While, as noted above, neither the distribution of the rights nor the
adjustment of the price will be taxable to you or Modine, shareholders
subsequently may have a taxable event if, for example, the rights become
exercisable for common stock of another company.
Your Board continues to believe that the extension of the expiration
date of the share purchase rights plan and the adjustment of the
purchase price of the rights continue to represent a sound and reasonable
means of addressing the complex issues of corporate policy created in the
event of an unsolicited attempt to acquire control of the Company.
You don't need to do anything now other than to save this information for
the future. We would notify you what to do if this plan were ever to go
into effect. Thanks, and have a happy holiday.
Sincerely,
R. T. SAVAGE
R. T. Savage
Chairman and Chief
Executive Officer
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