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): June 7, 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.
Page 1 of 6 pages
<PAGE>
Item 5. Other Information.
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On June 7, 1996, Modine Manufacturing Company ("Modine")
mailed its Annual Report to Shareholders and issued a news
release, each of which contained the sales forecast for the 1996-
1997 fiscal year. The Annual Report contains forward-looking
statements. These forward-looking statements involve risks and
uncertainties. Actual results could differ materially from those
projected in the forward-looking statements.
A copy of the news release is attached hereto as Exhibit 20.
A copy of the Important Factors and Assumptions Regarding
Forward-Looking Statements is attached hereto as Exhibit 99.
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 within the
Registrant's Current Report
on Form 8-K dated January 13,
1995).
4(b) Amendment Number 2 to Rights
Agreement dated as of
January 18, 1995 between the
<PAGE>
Reference Number
per Item 601 of
Regulation S-K Page
-------------- ----
4(b) cont'd Registrant and First Chicago
Trust Company of New York
(Rights Agent) (filed
by reference to the exhibit
contained within the
Registrant's Current Report
on Form 8-K dated January 13,
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 News Release of Modine 5
Manufacturing Company
dated June 7, 1996.
23 Not applicable.
24 Not applicable.
27 Not applicable.
*99 Important Factors and
Assumptions Regarding
Forwarding-Looking
Statements.
*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.
<PAGE>
Date: June 7, 1996.
MODINE MANUFACTURING COMPANY
By: R. T. SAVAGE
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R. T. Savage, President
and Chief Executive Officer
By: W. E. PAVLICK
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W. E. Pavlick, Senior Vice
President, General Counsel,
and Secretary
<PAGE>
EXHIBIT 20
NEWS RELEASE
Immediate
Gerald J. Sweda
(414) 636-1361
MODINE FORECASTS
FISCAL-YEAR
SALES TO INCREASE
RACINE, Wis., June 7, 1996 -- In Modine Manufacturing
Company's annual report that was mailed to shareholders today,
Richard T. Savage, president and chief executive officer,
forecast a sales increase for the fiscal year ending March 31,
1997.
"Given current market conditions worldwide, particularly the
decline in the North American large-truck market, and excluding
the impact of any new acquisitions, our plan for fiscal 1997
anticipates an increase in sales of about four percent over the
year just ended," Savage said. "The plan reflects our belief
that we can grow our sales volumes in this new fiscal year's
somewhat soft markets."
For the fiscal year ended March 31, 1996, Modine sales were
$990.5 million and net earnings were $61.4 million, or $2.02 per
share.
Modine Manufacturing Company is an independent, worldwide
leader in heat-transfer technology, serving vehicular,
industrial, commercial, and building markets.
EXHIBIT 99
IMPORTANT FACTORS AND ASSUMPTIONS
REGARDING FORWARD-LOOKING STATEMENTS
These cautionary statements are being made pursuant to the
provisions of the Private Securities Litigation Reform Act of
1995 and with the intention of obtaining the benefits of the
"safe harbor" provisions of the Act. Investors are cautioned
that any forward-looking statements made by Modine are not
guarantees of future performance and that actual results may
differ materially from those in the forward-looking statements as
a result of various factors, including: customers' integration of
products currently being supplied by the Company; the success of
Modine or its competitors is obtaining the business of the
customer base; the ability to pass on increased costs to
customers; variations in currency-exchange rates in view of a
large portion of the Company's business being nondomestic; labor
relations at Modine, its customers, and its suppliers, which may
affect the continuous supply of product; and the ability to
improve acquisitions' operations.
In making statements about Modine's fiscal-1997 operating
results, management has assumed relatively stable economic
conditions in the United States and worldwide, no unanticipated
swings in the business cycles affecting customer industries, and
a reasonable legislative and regulatory climate in those
countries where Modine does business.
Readers are cautioned not to place undue reliance on Modine's
forward-looking statements, which speak only as of the date such
statements are made.
