SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Modine Manufacturing Company
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(Exact name of registrant as specified in its charter)
Wisconsin 39-0482000
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
1500 DeKoven Avenue, Racine, Wisconsin 53403
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(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
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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. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
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This Amendment No. 2 amends the Form 8-A filed by Modine
Manufacturing Company (the "Company") dated November 18, 1986.
On December 18, 1996, 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 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.
All other terms, provisions, covenants or restrictions of the
Rights Agreement, to the extent not inconsistent with the Board
of Directors' December 18, 1996 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.
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1. Amendment No. 3 to Rights Agreement dated as
of December 18, 1996 between the Registrant and
First Chicago Trust Company of New York (Rights
Agent).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
Amendment No. 2 to its registration statement to be signed on its
behalf by the undersigned, thereto 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
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W. E. Pavlick, Senior
Vice President, General Counsel
and Secretary
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MODINE MANUFACTURING COMPANY
AND
FIRST CHICAGO TRUST COMPANY OF NEW YORK
Rights Agent
Amendment Number 3
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to
Rights Agreement
Dated as of October 15, 1986
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RIGHTS AGREEMENT
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Amendment Number 3
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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 as they
may deem necessary or desirable and which shall not adversely
affect the interests of the holders of Rights Certificates.
B The Company and the Rights Agent desire to amend the
Rights Agreement in accordance with the terms of this Amendment.
C. The Company and the Rights Agent and the Board of
Directors of the Company, having received appropriate advice and
counsel, believe that the adjustment of the Purchase Price of the
Preferred Shares is necessary and desirable and in the best
interests of the holders of Rights Certificates.
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(b) of the Rights Agreement is amended by
substituting the following:
(b) The Purchase Price for each one one-
hundredth of a Preferred Share pursuant to the
exercise of a Right shall be $95.00, subject to
further adjustment from time to time as provided
in Sections 11 and 13 hereof and shall be payable
in lawful money of the United States of America in
accordance with paragraph (c) below.
3. This Amendment shall be effective as of December 18,
1996.
4. Consistent with the purpose and intent of Section 12 of
the Rights Agreement, the Company shall promptly prepare, file
and mail a Certificate of Adjusted Purchase Price, and prepare
and mail a brief summary thereof to each holder of a Right
Certificate in accordance with the terms of the Rights Agreement.
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5. 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.
6. 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 D. R. JOHNSON
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Title: Secretary Title: President and Chief
Operating Officer
(SEAL)
FIRST CHICAGO TRUST COMPANY OF NEW YORK
Attest:
By s/Diane S. Calcagno By s/Laurence A Woods
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Title: Assistant Vice Title: Vice President
President
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