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): September 15, 1999
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 5 pages
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Item 5. Other Information.
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On September 15, 1999, Modine Manufacturing Company's Board
of Directors elected Frank P. Incropera to serve as a new
director of the corporation, expanding the number of board
members from nine to ten.
A copy of the Company's news release announcing Mr.
Incropera's election is attached hereto as Exhibit 20.
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(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).
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).
<PAGE>
Reference Number
per Item 601 of
Regulation S-K Page
---------------- ----
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
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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 September 22, 1999. 5
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: September 22, 1999.
MODINE MANUFACTURING COMPANY
By: D. R. JOHNSON
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D. R. Johnson, President
and Chief Executive Officer
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EXHIBIT 20
NEWS RELEASE
Immediate
Gerald J. Sweda
(414) 636-1361
Modine board elects new director
RACINE, Wis., Sept. 22, 1999 - The Modine Manufacturing
Company (Nasdaq: MODI) Board of Directors has elected Frank P.
Incropera to serve as a new director of the corporation with a
term to expire in 2002. This expands the number of board members
to ten.
Incropera was named the McCloskey dean of the University of
Notre Dame's College of Engineering in 1998 after serving as the
Head of the School of Mechanical Engineering at Purdue
University.
He received his B.S. degree from the Massachusetts Institute
of Technology and his M.S. and Ph.D. degrees from Stanford
University, all in mechanical engineering. The recipient of
numerous academic and professional awards, he is the author or
coauthor of nine books and more than 200 archival journal
articles.
Modine is a world leader at solving heating and cooling
problems in vehicles, buildings, and off-highway and industrial
equipment. Modine has annualized sales of more than $1 billion
and has 9,000 employees worldwide.
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