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): December 13, 2000
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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: (262) 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 3 herein.
Page 1 of 65 pages
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Item 5. Other Information.
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On December 13, 2000, Modine Manufacturing Company ("Modine")
entered into an Agreement and Plan of Merger with Thermacore International,
Inc. (the "Merger Agreement"), a privately-held Pennsylvania corporation
based in Lancaster, PA. ("Thermacore"), providing for the merger of a new,
wholly-owned subsidiary to be formed by Modine with and into Thermacore
(the "Merger"). Thermacore provides advanced thermal solutions for the
electronics industry. A copy of the press release announcing the
transaction is filed as Exhibit 99.2 hereto.
The Merger is intended to constitute a tax-free reorganization under
the Internal Revenue Code of 1986, as amended, and to be accounted for as
a pooling of interests. Under the terms of the Merger Agreement, the
aggregate consideration to be paid for all of the outstanding shares of
Thermacore common and convertible preferred stock is $93,542,000, and
the consideration to be paid per share of Thermacore common stock is
approximately $26.20 (the "Per Share Consideration"), which was derived
by dividing the aggregate consideration to be paid in the Merger by the
number of shares of Thermacore common stock outstanding as of the date
of the Merger Agreement, on a fully diluted basis, after giving effect
to the conversion of the outstanding Thermacore convertible preferred
stock and the exercise of all outstanding options to acquire Thermacore
common stock.
Under the terms of the Merger Agreement, each share of Thermacore
common stock will be converted, in the Merger, into that number of
shares, or fraction of a share, of Modine common stock equal to the
Per Share Consideration divided by the unweighted average of the
last-sale prices of Modine's common stock as reported on The Nasdaq
Stock Market for the 20 trading days ending on the fifth trading day
preceding the effective date of the Merger; provided, however, that
that average may not be more than $32.00 nor less than $22.08. Each
share of Thermacore convertible preferred stock will be converted
into that number of shares of Modine common stock that the holder
would have been entitled to receive had such share of convertible
preferred stock been converted into Thermacore common stock
immediately prior to the Merger. Outstanding options to acquire
shares of Thermacore common stock will be converted into options
to acquire Modine common stock, based on the exchange ratio used
in the Merger for the exchange of Thermacore common stock.
Consummation of the Merger is subject to various conditions,
including (i) the approval of the Merger and the Merger Agreement by
the holders of a majority of Thermacore's outstanding common stock
and of two-thirds of Thermacore's outstanding preferred stock, (ii) the
receipt of necessary approvals under the Hart Scott Rodino Act and the
expiration of any applicable waiting period, and (iii)the registration
of the shares of Modine common stock to be issued in the Merger under
the Securities Act of 1933, as amended.
Concurrently with the execution of the Merger Agreement, Modine
and Thermacore entered into voting agreements with the officers,
directors and certain beneficial owners of 5% or more of Thermacore's
common and preferred stock, pursuant to which such stockholders have
agreed to vote their shares of common stock or preferred stock in favor
of the Merger. As of the date of the voting agreement, those stockholders
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beneficially owned, in the aggregate, 62.8% of the outstanding Thermacore
common stock (or 69.2% of the Thermacore common stock, after giving effect
to the conversion of all of the outstanding Thermacore preferred stock)
and 92.0% of the outstanding Thermacore preferred stock.
The foregoing summary of the Merger Agreement is qualified in its
entirety by reference to the text of the Merger Agreement,a copy of which
is filed as an exhibit hereto and is incorporated by reference herein.
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 Agreement and Plan of Merger dated
as of December 13, 2000 between
Modine Manufacturing Company and
Thermacore International, Inc. 7
4(a) Rights Agreement dated as of
October 16, 1986 between the
Registrant and First Chicago Trust
Company of New York [formerly the
First National Bank of Chicago]
(Rights Agent) (filed by reference
to the Exhibit contained in 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 Registrant's Annual Report
on Form 10-K for the fiscal year
ended March 31, 2000).
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 Registrant's Annual Report
on Form 10-K for the fiscal year
ended March 31, 2000).
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Reference Number
per Item 601 of
Regulation S-K Page
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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)[now known as Wells Fargo
Bank Minnesota, N.A.] (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.
23 Not applicable.
24 Not applicable.
27 Not applicable.
*99.1 Important Factors and Assumptions
Regarding Forward-Looking Statements 63
*99.2 News Release of Modine Manufacturing
Manufacturing Company dated
December 13, 2000 64
*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: December 14, 2000.
MODINE MANUFACTURING COMPANY
By: D. R. JOHNSON
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D. R. Johnson, President
and Chief Executive Officer
By: W. E. PAVLICK
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W. E. Pavlick, Senior Vice
President, General Counsel,
and Secretary
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