8-K

UNITED STATES

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 27, 2004

Modine Manufacturing Company
Exact name of registrant as specified in its charter

Wisconsin	1-1373	39-0482000
State or other jurisdiction of incorporation	Commission File Number	I.R.S. Employer Identification Number

1500 DeKoven Avenue, Racine, Wisconsin	53403
Address of principal executive offices	Zip Code

Registrant's telephone number, including area code: (262) 636-1200

Check the appropriate below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

[ ] Written communications pursuant to Rule 425 under the Securities Act

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

TABLE OF CONTENTS

ITEM 2.03.     Creation of a Direct Financial Obligation.

ITEM 9.01.     Exhibits

SIGNATURE

Exhibit Index

EX-99     Press release dated October 27, 2004.

INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.03.     Creation of a Direct Financial Obligation.

On October 27, 2004, Modine Manufacturing Company (the "Company" or "Modine") announced entering into a new multi-currency revolving credit arrangement with Bank One, NA, as the Administrative Agent for the lenders under an Amended and Restated Credit Agreement (the "Credit Facility"). The Credit Facility replaces Modine's existing three-year, $150 million multi-currency revolving credit facility established in April 2002.

Subject to certain conditions, the lenders have committed to making available to the Company a five-year revolving multi-currency credit facility in a maximum amount of up to $200,000,000. The Credit Facility is for general corporate purposes and to refinance existing indebtedness. Borrowings under the Credit Facility are guaranteed by each of six of the Company's significant subsidiaries but are otherwise unsecured.

The following is a summary of amended and restated Credit Facility:

- The aggregate commitment of $200,000,000 includes (i) up to $25,000,000 which shall be available for the issuance of commercial and standby letters of credit by Bank One at the request of the Company; (ii) $75,000,000 shall be available in foreign currencies to be agreed upon; (iii) $10,000,000 of which, may, in the sole discretion of Bank One as swingline lender, be available as swingline loans; and (iv) the Company has the right to increase the aggregate commitment by up to a maximum additional amount of $75,000,000 subject only to the agreement of the Agent and lenders providing the increase in the aggregate commitment.

- The interest rate on borrowings under the Credit Facility ranges from .55% to 1.25% over the London Interbank Offered Rate (LIBOR) or 0.00% over an Alternate Base Rate, which is the greater of the JPMorgan Prime rate or the Federal fund rate plus 0.50%. The exact spread over LIBOR will depend on the Company's Leverage Ratio (a ratio of consolidated indebtedness to consolidated EBITDA for the four preceding fiscal quarters, as defined in the related document). The Company also pays quarterly commitment fees which may range from 0.15% to 0.25% on the unused portion of the Credit Facility.

- The Credit Facility contains customary covenants (including compliance with laws, maintenance of insurance, keeping of books, conduct of business, maintenance of properties, payment of taxes, inspection of records, and furnishing of quarterly and annual financial statements, quarterly compliance certificates and other financial information).

- The Credit Facility also contains customary restrictive covenants including certain specified restrictions on the following:

● dividends, repurchases and retirement of common stock

● other indebtedness

● consolidations and mergers

● sale of assets except that securitization of accounts receivable will be permitted up to an aggregate amount representing no more than 15% of total assets

● investments, loans and advances

● liens and encumbrances

● transactions with affiliates

The Credit Facility also contains certain financial covenants, including covenants pertaining to the following (calculated on a consolidated basis):

● Leverage Ratio: The Company shall maintain a ratio of Total Debt to Adjusted EBITDA of not more than 3.0 to 1. Adjusted EBITDA will be calculated on a rolling four-quarter basis.

● Interest Expense Coverage Ratio: The Company shall maintain a ratio of EBIT to Interest Expense of less than 3.0 to 1, based on a rolling four-quarter basis.

A copy of the Company's news release dated October 27, 2004 announcing the closing is attached hereto as Exhibit 99.

Item 9.01.   Exhibits.

Exhibit 99 Press Release

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.

Modine Manufacturing Company

By: /s/ D. B. Rayburn

     D. B. Rayburn
     President and Chief Executive Officer

Date: October 27, 2004

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99	Modine Manufacturing Company's press release dated October 27, 2004.

EX-99

Exhibit 99

For Immediate Release
Investor Contact: Dave Prichard 262-636-8434 d.a.prichard@na.modine.com
Media Contact: Lori Stafford 262-636-1001 l.stafford@na.modine.com

Modine Enters into New, Five-Year $200 Million Unsecured

Revolving Credit Facility

Racine, WI, October 27, 2004 -- Modine Manufacturing Company (NYSE: MOD) announced today that it has entered into a new, five-year $200 million unsecured, multi-currency revolving credit facility to be used for general corporate purposes.

The new credit facility, which has a customary accordion feature that allows for an additional $75 million of borrowing capability, replaces Modine's existing three-year, $150 million multi-currency revolving credit facility established in April 2002, which included a $50 million accordion feature.

"Because of the major improvement in Modine's financial position in the last few years, we were able to take advantage of favorable debt market conditions to enter into this larger and lower-cost credit facility," said Brad Richardson, Modine Vice President, Finance and Chief Financial Officer. "Our new facility, in conjunction with our strong balance sheet reflecting a total debt to capital ratio of under 20 percent, gives Modine significant, additional flexibility to execute our global growth strategy in the years ahead."

"We are committed to making focused, accretive acquisitions and other high-return capital investments, including joint ventures and technology partnerships, that leverage and expand our core thermal management business," Richardson said.

J.P. Morgan Securities Inc. acted as the Sole Lead Arranger and Bank One, NA was the Administrative Agent. SunTrust Bank acted as Syndication Agent and M&I Marshall & IIsley Bank and Wells Fargo Bank acted as Documentation Agents.

Modine, with fiscal 2004 revenues of $1.2 billion, specializes in highly engineered thermal management systems and components, bringing heating and cooling technology and solutions to diversified global markets. The Company's products are used in light, medium, and heavy-duty vehicles, HVAC equipment, industrial equipment, refrigeration systems, fuel cells and electronics. Modine employs more than 8,500 people worldwide at 35 facilities. More information about Modine can be found at www.modine.com.

This news release may contain statements, including information about future financial performance, accompanied by phrases such as "believes," "estimates," "expects," "plans," "anticipates," "will," "intends," and other similar "forward-looking" statements, as defined in the Private Securities Litigation Reform Act of 1995. Modine's actual results, performance or achievements may differ materially from those expressed or implied in these statements, because of certain risks and uncertainties, which are identified on page 31 of the Company's 2004 Annual Report to Shareholders and other recent Company filings with the Securities and Exchange Commission. Specifically, this news release contains forward-looking statements regarding growth strategy. These forward-looking statements are particularly subject to a number of risks and uncertainties, including the overall condition of the economy, the status of interest rates and other government actions and policies impacting the cost to Modin e to execute its growth strategy; international economic changes and challenges; the ability of Modine, its customers and suppliers to achieve projected sales and production levels; and unanticipated product or manufacturing difficulties. Modine does not assume any obligation to update any of these forward-looking statements