Registration No. _________
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 Salaried Employee
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Stock Ownership and Investment Plan
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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 500,000 $35.0625* $17,531,250* $5,171.72
* The Proposed Maximum Offering Price Per Share and Proposed
Maximum Aggregate Offering Price, for purposes of
calculating the registration fee, are based upon $35.0625
per share, the closing price on May 12, 1998.
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 Contributory Salaried Employee Stock
Ownership and Investment Plan (the "Plan"). In accordance with
Form S-8, General Instruction E, the contents of the Company's
Form S-8 Registration Statements filed October 5, 1983, and
bearing Registration No. 2-86984; and filed July 22, 1993, and
bearing Registration No. 33-66436, 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, 1997).
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.)
4(b)(iv) Rights Agreement Amendment No. 4
dated as of November 10, 1997 between
the Registrant and Norwest Bank
Minnesota, N.A., (Rights Agent)
(filed by reference to the exhibit
<PAGE>
Item 8. Exhibits.
- ------ --------
contained within the Registrant's
Quartlery Report on Form 10-Q dated
December 26, 1997)
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.
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 14th day of May, 1998.
MODINE MANUFACTURING COMPANY
By: D. R. JOHNSON
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D. R. Johnson, President and
Chief Executive 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.
D . R. JOHNSON May 14, 1998
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D. R. Johnson, President and Chief Date
Executive Officer and Director
A. D. REID May 14, 1998
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A. D. Reid, Vice President, Finance Date
and Chief Financial Officer
W. E. PAVLICK May 14, 1998
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W. E. Pavlick, Senior Vice President, Date
General Counsel and Secretary
R. T. SAVAGE May 14, 1998
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R. T. Savage, Chairman Date
and Director
R. J. DOYLE May 14, 1998
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R. J. Doyle, Director Date
T. J. GUENDEL May 14, 1998
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T. J. Guendel, Director Date
<PAGE>
F. W. JONES May 14, 1998
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F. W. Jones, Director Date
D. J. KUESTER May 14, 1998
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D. J. Kuester, Director Date
V. L. MARTIN May 14, 1998
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V. L. Martin, Director Date
S. W. TISDALE May 14, 1998
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S. W. Tisdale, Director Date
M. T. YONKER May 14, 1998
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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,
1997).
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.)
4(b)(iv) Rights Agreement Amendment No. 4
dated as of November 10, 1997
between the Registrant and Norwest
Bank Minnesota, N.A., (Rights Agent)
(filed by reference to the exhibit
contained within the Registrant's
Quartlery Report on Form 10-Q dated
December 26, 1997)
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
<PAGE>
Sequential
Description. Page No.
- ----------- ----------
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. 10
24 Not Applicable.
27 Not Applicable.
28 Not Applicable.
*Filed herewith.
<PAGE>
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
May 14, 1998
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 May 14, 1998, relating to the registration
of 500,000 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 Salaried Employee Stock Ownership
and Investment Plan.
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 incorporation by reference 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 and
subsidiaries as of March 31, 1997 and 1996, and for each of the
three years in the period ended March 31, 1997, which reports are
incorporated by reference or included in the 1997 annual report
on Form 10-K.
COOPERS & LYBRAND LLP
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
May 14, 1998
