8-K 1 r8k1018.txt 8-K 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): October 17, 2001 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 2 herein. Page 1 of 9 pages Item 5. Other Events and Regulation FD Disclosures. ------------------------------------------ On October 17, 2001, Modine Manufacturing Company issued the press releases which are attached as Exhibit 20(a) and 20(b) for immediate release to national newspapers and news wire services. Item 7. Financial Statements and Exhibits. --------------------------------- (c) Exhibits. Reference Number per Item 601 of Regulation S-K Page ---------------- ---- 1 Not applicable. 2 Not applicable. 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 Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2001). 4(b)(iv) Rights Agreement Amendment No. 4 dated as of November 10, 1997 between the Registrant and Norwest Bank Minnesota, N.A., [now known as Wells Fargo 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 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(a) News Release of Modine Manufacturing Manufacturing Company dated October 17, 2001. 6 Reference Number per Item 601 of Regulation S-K Page ---------------- ---- *20(b) News Release of Modine Manufacturing Manufacturing Company dated October 17, 2001. 9 23 Not applicable. 24 Not applicable. 27 Not applicable. *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: October 17, 2001 MODINE MANUFACTURING COMPANY By: D. R. JOHNSON ------------------------------- D. R. Johnson, President and Chief Executive Officer By: D. R. ZAKOS ------------------------------- D. R. Zakos, Vice President, General Counsel, and Secretary