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 6, 1997
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 7 pages
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Item 5. Other Information.
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On June 6, 1997, Modine Manufacturing Company ("Modine")
mailed its Annual Report to Shareholders and issued a news
release, each of which contained the sales forecast for the 1997-
1998 fiscal year. These documents contain 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
---------------- ----
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 Registrant and
First Chicago Trust Company of
New York (Rights Agent) (filed
by reference to the exhibit
contained within the Registrant's
<PAGE>
Reference Number
per Item 601 of
Regulation S-K Page
---------------- ----
Current Report on Form 8-K dated
January 13, 1995).
4(c) 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 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 6
Manufacturing Company dated
June 6, 1997.
23 Not applicable.
24 Not applicable.
27 Not applicable.
*99 Important Factors and 7
Assumptions Regarding
Forwarding-Looking Statements.
*Filed herewith.
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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: June 6, 1997.
MODINE MANUFACTURING COMPANY
By: D. R. JOHNSON
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D. R. Johnson, President
and Chief Operating Officer
By: W. E. PAVLICK
-----------------------------
W. E. Pavlick, Senior Vice
President, General Counsel,
and Secretary
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EXHIBIT 20
NEWS RELEASE
Immediate
Gerald J. Sweda
(414) 636-1361
Modine forecasts
improved margins
in fiscal 1998
RACINE, Wis., June 6, 1997 -- Modine Manufacturing Company
expects margins to keep improving, with further benefits to
profit levels as revenues increase in succeeding years.
This forward-looking statement is in the Modine annual
report that was mailed to shareholders today. In the report's
letter to shareholders, Chairman & CEO Richard T. Savage and
President & COO Donald R. Johnson further state: "The near-term
outlook for sales, based on customer projections for their
businesses and on our own sales and marketing plans, sees
stronger sales to some industrial and building-HVAC markets
balanced by more modest growth elsewhere. Unit sales volumes
will be up but the increase could be substantially offset by
adverse currency fluctuations, as indicated by current exchange
rates. Sales, therefore, should grow only modestly this year,
excluding any acquisitions."
For the fiscal year ended March 31, 1997, Modine sales were
$999,046,000 and net earnings were $63,763,000, or $2.10 per
share.
Modine Manufacturing Company is an independent, worldwide
leader in heat-transfer technology, serving vehicular,
industrial, commercial, and building markets.
This news release's forward-looking statements about sales
and earnings involve risks and uncertainties, as detailed on page
13 of the 1997 annual report to shareholders.
###
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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 1997/98 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.
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