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 Employee Stock Ownership
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Plan for Hourly-Rate Union Employees
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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 150,000 $33.125* $4,968,750* $1,381.31
* The Proposed Maximum Offering Price Per Share and Proposed
Maximum Aggregate Offering Price, for purposes of calculating the
registration fee, are based upon $33.125 per share, the closing
price on May 18, 1999.
An Exhibits Index appears at Page 6 herein.
Page 1 of 10
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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 Modine Contributory Employee Stock Ownership
Plan for Hourly-Rate Union Employees (the "Plan"). In accordance with
Form S-8, General Instruction E, the contents of the Company's Form S-
8 Registration Statements filed January 28, 1976, and bearing
Registration No. 2-55398; October 5, 1983, and bearing Registration
No. 2-86985; July 22, 1993, and bearing Registration No. 33-66438; and
June 23, 1997, and bearing Registration No. 333-29789, 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 Quarterly Report on
Form 10-Q dated December 26, 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)
<PAGE>
(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.
*5(a) Opinion regarding legality of
original issuance securities
provided by von Briesen, Purtell &
Roper, S.C.
15 Not Applicable.
*23(a) Consent of Independent Accountants,
provided by PricewaterhouseCoopers LLP
*23(b) Consent of Counsel (included in
Exhibit 5(a)).
24 Not Applicable.
27 Not Applicable.
*99 Important Factors and Assumptions
Regarding Forwarding-Looking
Statements.
* Filed herewith
<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 19th day of May, 1999.
MODINE MANUFACTURING COMPANY
By: D. R. JOHNSON
--------------------------------
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.
R. T. SAVAGE May 19, 1999
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R. T. Savage, Chairman and Director Date
D. R. JOHNSON May 19, 1999
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D. R. Johnson, President, Chief Date
Executive Officer and Director
A. D. REID May 19, 1999
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A. D. Reid, Vice President, Finance Date
and Chief Financial Officer
W. E. PAVLICK May 19, 1999
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W. E. Pavlick, Senior Vice President, Date
General Counsel and Secretary
R. J. DOYLE May 19, 1999
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R. J. Doyle, Director Date
<PAGE>
F. W. JONES May 19, 1999
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F. W. Jones, Director Date
D. J. KUESTER May 19, 1999
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D. J. Kuester, Director Date
V. L. MARTIN May 19, 1999
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V. L. Martin, Director Date
S. W. TISDALE May 19, 1999
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S. W. Tisdale, Director Date
May 19, 1999
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M. T. Yonker, Director Date
M. C. WILLIAMS May 19, 1999
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M. C. Williams, Director Date
<PAGE>
EXHIBIT 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 Quarterly Report on
Form 10-Q dated December 26, 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
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
<PAGE>
Sequential
Description Page No.
- ----------- ----------
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.
*5(a) Opinion regarding legality of original
issuance securities provided by von
Briesen, Purtell & Roper, S.C. 8
15 Not Applicable.
*23(a) Consent of Independent Accountant,
provided by PricewaterhouseCoopers LLP 9
*23(b) Consent of Counsel, incorporated by
reference to Exhibit 5(a). 8
24 Not Applicable.
27 Not Applicable.
*99 Important Factors and Assumptions
Regarding Forwarding-Looking Statements. 10
* 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
von Briesen, Purtell & Roper, s.c.
Telephone 414-276-1122 411 Building Office
Facsimile 414-276-6281
Water Street Office
Suite 1000
735 North Water Street
Milwaukee, Wisconsin 53202-4184
Telephone 414-273-7000
Facsimile 414-273-7897
May 19, 1999
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 19, 1999, relating to
the registration of 150,000 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 Employee
Stock Ownership Plan for Hourly-Rate Union Employees.
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(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of Modine Manufacturing Company of
our report dated April 29, 1998 relating to the financial statements
which appears in the Annual Report to Shareholders, which is
incorporated in the 1998 Annual report on Form 10-K. We also consent
to the incorporation by reference of our report dated April 29, 1998
relating to the financial statement schedules, which appears in the
Form 10-K.
PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Chicago, IL
May 19, 1999
<PAGE>
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 non-domestic; 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-2000
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 such statements are made.
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