SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A12G/A
(Amendment No. 3)
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. 3 amends the amended Form 8-A filed by
Modine Manufacturing Company (the "Company") dated
December 18, 1996.
The par value of a share of Series A Participating Preferred
Stock was incorrectly stated in the amended Form 8-A dated
December 18, 1996. The correct par value of a share of Series A
Participating Preferred Stock is $0.025 per share.
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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.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
Amendment No. 3 to its registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Date: January 28, 1998.
Modine Manufacturing Company
By: D. R. JOHNSON
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D. R. Johnson
President and Chief
Operating Officer
By: W. E. PALVICK
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W. E. Pavlick, Senior
Vice President, General Counsel
and Secretary
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