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 5, 1998
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 8 pages
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Item 5. Other Information.
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On June 5, 1998, Modine Manufacturing Company ("Modine")
mailed its Annual Report to Shareholders and issued a news
release, each of which contained the sales forecast for the 1998-
1999 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.
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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(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(a)(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(a)(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).
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Reference Number
per Item 601 of
Regulation S-K Page
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4(a)(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
Quarterly Report on Form 10-Q dated
December 26, 1996).
4(a)(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
Quarterly 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. 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 June 5, 1998. 7
23 Not applicable.
24 Not applicable.
27 Not applicable.
*99 Important Factors and
Assumptions Regarding
Forwarding-Looking Statements. 8
*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 5, 1998.
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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EXHIBIT 20
NEWS RELEASE
Immediate
Gerald J. Sweda
(414) 636-1361
Modine annual sales increase
should approach ten percent
RACINE, Wis., June 5, 1998 -- Modine Manufacturing Company's
annual sales increase should approach ten percent, excluding
acquisitions, for the fiscal year ending March 31, 1999,
according to the company's annual report that was mailed to
shareholders today.
In the report's letter to shareholders, Chairman
Richard T. Savage and President and CEO Donald R. Johnson further
state: "Our short-term sales outlook is strong, based on
customer projections for their businesses and on our own sales
and marketing plans. Our European operations are expected to
record the greatest growth, largely due to a major new program in
the automotive sector.
"Looking forward, Modine will continue to expand its market
for heating and cooling solutions through technology leadership
and product innovation. Our long-term strategy is to continue
doubling sales approximately every six years as long as the
economies in our major geographical markets remain healthy."
Modine's results for the fiscal year ended March 31, 1998,
set records with sales at $1,040,418,000 and net earnings of
$72,471,000, or $2.39 per diluted share.
Modine is an independent, worldwide leader in heat-transfer
and heat-storage technology, serving vehicular, industrial,
commercial, and building markets.
This news release's forward-looking statements about sales
involve risks and uncertainties, as detailed on page 17 of the
1998 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 in 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; the
impact of Year 2000 compliance by the Company or those entities
with which the Company does business; 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 1998/99 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 of
this Form 8-K Report's writing.
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