8-K 1 r8-ktherm.txt 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 ----------------- MODINE MANUFACTURING COMPANY -------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Wisconsin 1-1373 39-0482000 --------------------- ---------------- --------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 1500 DeKoven Avenue, Racine, Wisconsin 53403 ------------------------------------------ ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (262) 636-1200 -------------- NOT APPLICABLE -------------------------------------------------------------------- (Former name or former address, if changed since last report.) An Exhibit Index appears on Page 3 herein. Page 1 of 65 pages Item 5. Other Information. ----------------- 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 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. --------------------------------- (c) Exhibits. -------- Reference Number per Item 601 of Regulation S-K Page ---------------- ---- 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). Reference Number per Item 601 of Regulation S-K Page ---------------- ---- 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 ---- 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. 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 ---------------------------- D. R. Johnson, President and Chief Executive Officer By: W. E. PAVLICK ---------------------------- W. E. Pavlick, Senior Vice President, General Counsel, and Secretary