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 17, 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 December 17, 1997 the Board of Directors of Modine
Manufacturing Company announced that Richard T. Savage, Chairman
of the Board and Chief Executive Officer, will retire an an
officer effective March 31, 1998. Mr. Savage will remain as
Chairman. The Board also announced the election of Donald R.
Johnson to the Board and his promotion, effective April 1, 1998
as President and Chief Executive Officer.
A copy of the news release is attached hereto as Exhibit 20.
Item 7. Financial Statements and Exhibits.
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(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, 1997).
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).
<PAGE>
Reference Number
per Item 601 of
Regulation S-K Page
-------------- ----
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
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
Manufacturing Company dated
December 17, 1997. 6
23 Not applicable.
24 Not applicable.
27 Not applicable.
*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: December 18, 1997.
MODINE MANUFACTURING COMPANY
By: D. R. JOHNSON
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D. R. Johnson, President
and Chief Operating Officer
By: W. E. PAVLICK
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W. E. Pavlick, Senior Vice
President, General Counsel,
and Secretary
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Immediate
Gerald J. Sweda
(414) 636-1361
Modine announces
executive changes
RACINE, Wis., Dec. 17, 1997 -- Modine Manufacturing Company's Board of
Directors today announced executive changes including the election of
Donald R. Johnson to the board and his future promotion to president and
chief executive officer.
On March 31, 1998, Richard T. Savage, chairman of the board and chief
executive officer, will retire as an officer of the company but will
remain as chairman. Effective April 1, 1998, Donald R. Johnson, president
and chief operating officer, will be promoted to president and chief
executive officer.
Johnson was promoted to his current position in October 1996 and was
elected to the Modine Board of Directors at today's meeting. He joined
Modine in 1978 as plant manager of the company's McHenry, Illinois,
facility. In 1982, he was named operations manager, Automotive Division,
advancing to general manager in 1987. Johnson was elected a company
officer in 1988 as vice president and general manager of the Automotive
Division. In 1990, he was named group vice president, highway products,
and, in 1994, was named executive vice president, operations.
Prior to Modine, Johnson was vice president of Coachman in Elkhart, Indiana.
He has also served in general management positions at several divisions of
Wehr Corporation.
A resident of Racine, Johnson was born on Dec. 17, 1941, and received his
B.S.B.A. from Pittsburg State University in Pittsburg, Kansas, in 1965. He
is a member of the board of directors of Grede Foundries.
-more-
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Savage was elected chairman of the board in October 1996. He joined Modine
in 1970 as an assistant operations manager. He advanced to division
controller of the Automotive and Industrial Division in 1972 and was named
manager of the Emporia, Kansas, plant in 1973. Appointed operations manager
in 1977, he became general manager of the Original Equipment Division in 1981,
and was later elected vice president and general manager of the Division. In
1983, he was named group vice president, original equipment, and, in 1989,
president and chief operating officer. In 1991, he became president and
chief executive officer.
Before he joined Modine, Savage worked for the Fisher Body Division of
General Motors Corporation. Also, from 1979 to 1981, he was with Blackstone
Corporation as vice president, manufacturing.
Savage was born on Oct. 5, 1938. He received his B.S. degree in accounting
from Ohio State University in 1961. He is a board member of M&I Marshall &
Ilsley Bank; Twin Disc, Incorporated; and Wisconsin Manufacturers and
Commerce.
Also at its meeting today, the Modine Board of Directors appointed Gary A.
Fahl to the position of environmental compliance officer, effective Jan. 1,
1998, following the retirement of James H. Firestone, vice president, quality
and environment on Dec. 31, 1997.
Fahl, manager of environmental engineering since November 1988, joined
Modine in 1981. Born on Feb. 11, 1955, he received a B.S. degree in
climatology and environmental science in 1977 from the University of
Wisconsin.
Firestone joined Modine in 1961 and was promoted to his current position
as a vice president in April 1990. He was born in 1937 and graduated from
the University of Missouri at Rolla in 1961 with a degree in metallurgical
engineering.
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