Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MODINE MANUFACTURING COMPANY
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(Exact name of issuer as specified in its charter)
Wisconsin 39-0482000
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(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1500 DeKoven Avenue, Racine, Wisconsin 53403
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(Address of Principal Executive Offices) (Zip Code)
Modine Manufacturing Company Contributory Employee Stock Ownership
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Plan for Hourly-Rate Union Employees
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(Full title of the plan)
W. E. Pavlick, Secretary, 1500 DeKoven Avenue, Racine, Wisconsin 53403
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(Name and address of agent for service)
(414) 636-1200
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(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- ---------- ---------- --------- --------- ------------
Common Stock
$0.625 par value 200,000 $28.75* $5,750,000* $1,742.43
* The Proposed Maximum Offering Price Per Share and Proposed
Maximum Aggregate Offering Price, for purposes of calculating the
registration fee, are based upon $28.75 per share, the closing
price on June 17, 1997.
An Exhibits Index appears at Page 6 herein.
Page 1 of 9
<PAGE>
This registration statement pertains to additional shares of
Common Stock, $0.625 par value, of Modine Manufacturing Company (the
"Company") to be registered for issuance pursuant to the Modine
Manufacturing Company Modine Contributory Employee Stock Ownership
Plan for Hourly-Rate Union Employees (the "Plan"). In accordance with
Form S-8, General Instruction E, the contents of the Company's Form
S-8 Registration Statements filed January 28, 1976, and bearing
Registration No. 2-55398; October 5, 1983, and bearing Registration
No. 2-86985; and filed July 22, 1993, and bearing Registration No.
33-66438, respectively, are hereby incorporated by reference as if
fully set forth herein.
PART II
Item 8. Exhibits.
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4(a) Rights Agreement dated as of October 16,
1986 between the Registrant and First
Chicago Trust Company of New York (Rights
Agent) (filed by reference to the
Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31,
1992).
4(b)(i) Rights Agreement Amendment No. 1 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)(ii) Rights Agreement Amendment No. 2 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)(iii) Rights Agreement Amendment No. 3 dated
as of October 15, 1996 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-A dated
December 18, 1996.)
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
<PAGE>
Item 8. Exhibits.
- ------ --------
subsidiaries on a consolidated basis.
Therefore, no such instruments are
required to be filed as exhibits to this
Form 10-K. The Registrant agrees to
furnish copies of such instruments to the
Commission upon request.
5 Opinion regarding legality.
15 Not Applicable.
23 Consent of Independent Auditors.
24 Not Applicable.
27 Not Applicable.
28 Not Applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Racine, State
of Wisconsin, on the 18th day of June, 1997.
MODINE MANUFACTURING COMPANY
By: D. R. JOHNSON
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D. R. Johnson, President and
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
R. T. SAVAGE June 18, 1997
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R. T. Savage, Chairman, Chief Date
Executive Officer and Director
A. D. REID June 18, 1997
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A. D. Reid, Vice President, Finance Date
and Chief Financial Officer
W. E. PAVLICK June 18, 1997
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W. E. Pavlick, Senior Vice President, Date
General Counsel and Secretary
R. J. DOYLE June 18, 1997
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R. J. Doyle, Director Date
T. J. GUENDEL June 18, 1997
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T. J. Guendel, Director Date
<PAGE>
F. W. JONES June 18, 1997
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F. W. Jones, Director Date
V. L. MARTIN June 18, 1997
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V. L. Martin, Director Date
D. J. KUESTER June 18, 1997
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D. J. Kuester, Director Date
G. L. NEALE June 18, 1997
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G. L. Neale, Director Date
S. W. TISDALE June 18, 1997
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S. W. Tisdale, Director Date
M. T. YONKER June 18, 1997
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M. T. Yonker, Director Date
<PAGE>
EXHIBITS INDEX
Sequential
Description. Page No.
- ----------- ----------
4(a) Rights Agreement dated as of October 16,
1986 between the Registrant and First
Chicago Trust Company of New York (Rights
Agent) (filed by reference to the
Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 1992).
4(b)(i) Rights Agreement Amendment No. 1 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)(ii) Rights Agreement Amendment No. 2 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)(iii) Rights Agreement Amendment No. 3 dated as of
October 15, 1996 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-A dated December 18,
1996.)
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 10-K. The Registrant agrees to
furnish copies of such instruments to the
Commission upon request.
*5 Opinion regarding legality. 8
15 Not Applicable
*23 Consent of Independent Auditors. 9
24 Not Applicable.
<PAGE>
Sequential
Description. Page No.
- ----------- -----------
27 Not Applicable.
28 Not Applicable.
*Filed herewith.
EXHIBIT 5
von BRIESEN, PURTELL & ROPER, S.C.
Attorneys at Law
411 Building Office
suite 700
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-4470 Please Reply To:
Telephone 414-276-1122 X 411 Building Office
Facsimile 414-276-6281 ___ Water Street Office
Water Street Office
Suite 1000
735 North Water Street
Milwaukee, Wisconsin 53202-4184
Telephone 414-273-7000
Facsimile 414-273-7897
June 18, 1997
The Board of Directors
Modine Manufacturing Company
1500 DeKoven Avenue
Racine, WI 53403
Gentlemen:
This firm is counsel for Modine Manufacturing Company (the "Company"),
which is the registrant in a Registration Statement under the
Securities Act of 1933 on Form S-8, dated June 18, 1997, relating to
the registration of 200,000 shares of the Company's common stock,
$0.625 par value per share (the "Shares"), to be offered and sold
pursuant to the Modine Manufacturing Company Contributory Employee
Stock Ownership Plan for Hourly-Rate Union Employees.
As counsel, we are familiar with the action taken by the Company in
connection with the authorization of the Shares. We have examined
such records and other documents as we have deemed necessary for the
opinion hereinafter expressed.
Based upon the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that the Shares described
in the Registration Statement will be, when sold, legally issued by the
Company, fully paid and non-assessable, except to the extent provided in
Section 180.0622(2)(b), of the Wisconsin Statutes, which provides, in part,
that shareholders of a Wisconsin corporation are personally liable to an
amount equal to the par value of shares owned by them for all debts owing
to employees of the corporation for services performed for such corporation,
but not exceeding six months' service in any one case.
We hereby consent to the inclusion of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
Von BRIESEN, PURTELL & ROPER, S.C.
VON BRIESEN, PURTELL & ROPER, S.C.
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8
of our reports dated May 1, 1997 on our audits of the consolidated
financial statements and financial statement schedules of Modine
Manufacturing Company as of March 31, 1997 and 1996, and for each of
the three years in the period ended March 31, 1997.
COOPERS & LYBRAND LLP
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
June 18, 1997
