UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Modine Manufacturing Company |
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(Exact name of registrant as specified in its charter) |
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Wisconsin |
1-1373 |
39-0482000 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
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1500 DeKoven Avenue, Racine, Wisconsin |
53403 |
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Address of principal executive offices |
Zip Code |
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Registrant's telephone number, including area code: |
(262) 636-1200 |
_____________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On October 28, 2004, Modine Manufacturing Company, a Wisconsin corporation ("Modine"), entered into a Letter of Intent with Transpro, Inc., a Delaware corporation ("Transpro"), for the merger of Modine's aftermarket business into Transpro and the acquisition by Modine of Transpro's heavy duty OE business.
The foregoing description of the Letter of Intent does not purport to be complete and is qualified in its entirety by reference to the Letter of Intent, which is attached as Exhibit 2.1 hereto, and is incorporated herein by reference. Reference is hereby made to the press release regarding the Letter of Intent, which is attached as Exhibit 99.1 hereto, and is incorporated by reference and to the materials disseminated on Modine's website, www.modine.com, in preparation for a webcast conference call conducted by Modine on October 29, 2004, which materials are attached as Exhibit 99.2 hereto, and are incorporated by reference.
This communication contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on Modine's current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. Risks, uncertainties and assumptions include (1) the possibility that Modine and Transpro may not be able to reach definitive agreements for the proposed transaction; (2) the possibility that the companies may be unable to obtain required corporate and regulatory approvals for the proposed transaction; (3) problems that may arise in integrating the businesses of the two companies; (4) the proposed transaction may involve unexpected costs; (5) the combined company may be unable to achieve cost-cutting synergies; and (6) the businesses of one or both companies may suffer as a result of uncertainties surrounding the proposed transaction. Modine assumes no obligation and expressly disclaims any duty to update the information contained herein except as required by law.
In connection with the proposed transaction, Modine and Transpro will file relevant materials with the SEC, including one or more registration statement(s) that contain required disclosure documents. Investors and security holders are urged to read these documents (if and when they become available) and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about Modine, Transpro and the proposed transaction. Investors and security holders may obtain these documents (and any other documents filed by Modine and/or Transpro with the SEC) free of charge at the SEC's web site at www.sec.gov. In addition, the documents filed with the SEC by Transpro may be obtained free of charge by directing such request to: mdebernardo@transpro.com or from Transpro's web site at www.transro.com and the documents filed with the SEC by Modine may be obtained free of charge from Modine at www.modine.com. Such documents regarding the proposed transaction are not currently available. Investors and security holders are urged to read the required disclosure documents and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.
Modine, Transpro and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from security holders in favor of the proposed transaction. Information about the executive officers and directors of Modine and their ownership of Modine common stock is set forth in the proxy statement for Modine's 2004 Annual Meeting of Shareholders, which was filed with the SEC on June 14, 2004. Information about the executive officers and directors of Transpro and their ownership of Transpro common stock is set forth in the proxy statement for Transpro's 2004 Annual Meeting of Shareholders, which was filed with the SEC on March 29, 2004. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Modine, Transpro and their respective executive officers and directors in the proposed transaction by reading the required disclosure documents regarding the proposed transaction when they become available.
Item 7.01 Regulation FD Disclosure
On October 29, 2004, Modine conducted an investor presentation relating to the transaction contemplated by the letter of intent described below. The investor presentation materials are attached as Exhibit 99.2 hereto.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1 Letter of Intent, dated October 28, 2004, between Transpro, Inc. and Modine Manufacturing Company
99.1 Press release, dated October 29, 2004, announcing the signing of the Letter of Intent
99.2 Materials disseminated on Modine's webside, www.modine.com, in preparation for a webcast conference call conducted by Modine on October 29, 2004
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.
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Modine Manufacturing Company |
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By: /s/ D.B. Rayburn |
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D.B. Rayburn |
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By: /s/ D.R. Zakos |
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D.R. Zakos |
Date: October 29, 2004
EXHIBIT INDEX
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Exhibit Number |
Description |
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10.1 |
Letter of Intent dated October 28, 2004, between Transpro, Inc. and |