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 28, 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

_____________________

(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 achiev e 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.

Modine Manufacturing Company

By: /s/ D.B. Rayburn

D.B. Rayburn
President and Chief Execitive Officer

By: /s/ D.R. Zakos

D.R. Zakos
Vice President, General Counsel and
Secretary

Date: October 29, 2004

EXHIBIT INDEX

Exhibit Number	Description
10.1 99.1 99.2	Letter of Intent dated October 28, 2004, between Transpro, Inc. and Modine Manufacturing Company Press Release, dated October 29, 2004, announcing the signing of the Letter of Intent Materials disseminated on Modine's webside, www.modine.com, in preparation for a webcast conference call conducted by Modine on October 29, 2004

EX-10.1

Exhibit 10.1

TRANSPRO, INC.
100 Gando Drive
New Haven, CT 06513

October 28, 2004

Modine Manufacturing Company
1500 DeKoven Avenue
Racine, WI 53403
Attention: Bradley C. Richardson

Ladies and Gentlemen:
This letter outlines the terms upon which Transpro, Inc. ("Transfer") proposes to acquire the business of Modine Manufacturing Company ("Thermal") relating to the design, manufacturing, marketing, packaging and distributing of thermal management products and systems to be supplied as replacement parts through the vehicular aftermarket, excluding generally any such products or systems supplied, directly or indirectly, to original equipment manufacturers for any purpose (the "Business").

1. Transaction Structure. The proposed transaction would be comprised of (i) the consolidation into Modine Aftermarket Holdings, Inc., a wholly owned subsidiary of Thermal ("Newco"), of (A) all of the assets (other than intellectual property) of Thermal that relate to or are used in the Business and (B) all intellectual property of Thermal that is used exclusively in the Business (the "Contribution"), (ii) the distribution by Thermal of all of the issued and outstanding capital stock of Newco to Thermal's shareholders on a pro rata basis (the "Spin-Off"), and (iii) the acquisition by Transfer of all of the issued and outstanding capital stock of Newco, through a merger of Newco with and into Transfer in which the outstanding Newco stock would be converted into shares of Transfer common stock (the "Merger"). For federal income tax purposes, it is contemplated that (i) the Spin-Off would be tax-free to Thermal and to the shareholders of Thermal pursuant to Section 355 of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) the Merger would qualify as a tax-free reorganization within the meaning of Section 368 of the Code. Immediately following the Merger, Thermal's shareholders would hold 54% of the shares of Transfer and Transfer's shareholders would hold 46% of the shares of Transfer, calculated as if shares of common stock into which all outstanding Transfer preferred stock is convertible are outstanding and outstanding Transfer stock options are fully exercised, consistent with the example set forth in Annex A hereto.
2. OEM Stock Sale. Immediately prior to the Merger, Thermal would purchase from Transfer, and Transfer would sell and deliver to Thermal, all of the issued and outstanding shares of capital stock of G&O Manufacturing, Inc., a wholly owned subsidiary of Transfer ("G&O"), for a purchase price of $17 million in cash (the "OEM Stock Sale"). Thermal and Transfer would agree to take all actions necessary to make an election under Section 338(h)(10) of the Code in respect of the OEM Stock Sale. The Contribution, the Spin-Off, the OEM Stock Sale and the Merger are sometimes collectively referred to herein as the "Transaction."
3. Closing. It is anticipated that definitive agreements concerning the Transaction would be executed in November 2004 and that the closing of the Transaction (the "Closing") would occur as soon as practicable thereafter, following the satisfaction or waiver of all conditions to Closing set forth in the definitive agreements providing for the Transaction (the "Definitive Agreements").
4. Investigation and Due Diligence. Following execution of this letter by the parties, Thermal and Transfer will be entitled to continue their respective due diligence investigations of the Business and G&O and each will provide the other with monthly financial statements regarding the Business and the business of G&O, as applicable; provided, however, that each party acknowledges that it believes it has completed the basic transactional due diligence reviews necessary to permit it to enter into the Definitive Agreements and agrees that, other than with respect to environmental matters as described below, the Transaction terms outlined in this letter will not be subject to change based upon the parties' ongoing due diligence investigations. Thermal will have the right to conduct further reasonable environmental investigations, testing and/or due diligence (the "Environmental Due Diligence") at Transfer's Jackson, Mississippi facility (the "Jackson Facility") and Transfer will have the right to conduct reasonable Environmental Due Diligence at Thermal's Mill, Netherlands facility, provided, that Thermal or Transfer, as the case may be, provides the other reasonable advance notice of any such Environment Due Diligence and the scope thereof and endeavors to complete its respective Environmental Due Diligence as expeditiously as practicable and with minimal disruption to the other's normal operations. The Definitive Agreements would provide that if, as of the Closing, the midpoint of the range of estimated clean-up and related costs of one of the facilities exceeds the midpoint of the range of estimated clean-up and related costs of the other facility, the owner of the former facility prior to the Closing would bear the cost differential, on a discounted cash flow basis. Each party will be solely responsible for all costs and expenses incurred in conducting its respective Environmental Due Diligence and solely liable for any injuries or other losses suffered or incurred by t he persons conducting such Environmental Due Diligence on its behalf.
5. Definitive Agreements. The legal counsel of Transfer and Thermal will collectively draft a definitive contribution agreement providing for the Contribution and the Spin-Off, a definitive merger agreement providing for the Merger and a definitive stock purchase agreement providing for the OEM Stock Sale consistent with this letter containing representations, warranties, agreements, conditions and non-compete covenants of the type normally associated with such transactions, including without limitation, customary representations and warranties that will expire at Closing and a five-year noncompete binding upon Transfer with respect to G&O's business and a five-year noncompete binding upon Thermal with respect to the Business; provided, that the foregoing non-competes will have customary exceptions for ownership of publicly traded entities that engage in the restricted business and the acquisition and subsequent ownership and operation by Transfer or Thermal, as applicable, of any diversi fied company having attributes that do not exceed certain mutually agreed to thresholds and certain other mutually agreed to exceptions. The parties will negotiate in good faith with respect to other provisions that may be appropriate in the circumstances, including possible provisions for the registration of stock received in the Merger by Thermal's employee benefit plans.
6. Conditions. The parties' obligations to consummate the Transaction pursuant to the Definitive Agreements would be subject to a number of customary conditions, including but not necessarily limited to the following, as appropriate:
1. all necessary corporate actions shall have been taken;
2. the satisfaction of all governmental conditions or obligations, including without limitation pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the obtaining of any other agreed to third-party consents or approvals necessary for the consummation of the transactions contemplated herein, including without limitation the consent of Thermal's and Transfer's lenders;
3. all assets (other than intellectual property), including the Jackson Facility, owned by Transfer and used primarily by G&O, and all intellectual property owned by Transfer and used exclusively in the business of G&O, shall have been transferred to G&O prior to the effective time of the OEM Stock Sale;
4. the receipt of a ruling from the United States Internal Revenue Service or, if acceptable to both parties, an opinion of Ernst & Young LLP regarding the Transaction and in form and substance reasonably satisfactory to Thermal and, in respect of the Merger, to Transfer, including a ruling that the Contribution, the Spin-Off and the Merger are tax-free as transactions described in Sections 355 and 368 of the Code;
5. Transfer's shares shall be listed on the Nasdaq Stock Market or a mutually acceptable stock exchange to be determined as of the effective time of the Closing;
6. each party's accountants shall have provided two customary comfort letters, one dated as of the date the Form S-4 relating to the Transaction ("Form S-4") filed with the Securities and Exchange Commission (the "SEC") is declared effective and one dated as of the date of the Closing (the "Closing Date");
7. the Form S-4 shall have been declared effective prior to the mailing of the disclosure document constituting a part thereof by each of Thermal and Transfer to their respective shareholders;
8. Newco shall have $6.3 million in cash as of consummation of the Spin-Off and net working capital (assuming a $2.0 million increase in cash) consistent with past practice in light of its results of operations from December 31, 2003 to the Closing Date;
9. Thermal shall have implemented, at its option, a customer sponsored program to factor NAPA's accounts receivable to Thermal, estimated to be $2.5 million;
10. no material adverse change shall have occurred with respect to the Business or G&O, as applicable, in any case arising from or relating to a breach by the applicable party of any of its covenants or representations or warranties in the Definitive Agreements that results from an act of or omission by such breaching party;
11. Transfer shall have delivered to Thermal audited financial statements of G&O for the 2003 calendar year and through June 30, 2004 (the "G&O Financial Statements");
12. Thermal shall have delivered to Transfer financial statements, including a balance sheet, prepared by Thermal for the Business for the period ending as close as practicable to the Closing Date; and
13. at a mutually agreed to time prior to the Closing, Thermal and Transfer shall have delivered to each other supporting information that confirms certain financial summaries previously provided to each other.
7. Certain Governance Matters. The surviving company in the Merger would be governed by a ten-member Board of Directors, which would include six members of Transfer's existing Board and four members selected by Thermal. One of Transfer's current outside directors will serve as chairman of the surviving company's Board, and Charles E. Johnson will serve as the surviving company's chief executive officer.
8. Transition Services, Supply and Licensing Arrangements. In order to facilitate Thermal's transition of the business of G&O from Transfer to Thermal and Thermal's transition of the Business to Newco, Transfer and Thermal will enter into a Transition Services Agreement and Newco and Thermal will enter into a Transition Services Agreement (collectively, the "TSAs"). The TSAs will contain customary terms and conditions. Under each TSA, Transfer or Thermal, as the case may be, will provide (a "Provider") certain transition services after the Closing for an initial period to be agreed upon (the "Initial Transition Period"), and Thermal or Transfer, as applicable, will pay the Provider its fully allocated costs of providing such services. However, if the Provider provides transition services after the Initial Transition Period, the beneficiary of the services may terminate the applicable TSA sooner upon 30 days' notice as to categories of services, and Thermal or Transfer, as applicable, will p ay the Provider its fully allocated costs of providing such services plus an additional amount to be agreed upon.
1. Thermal and Transfer will enter into a Supply Agreement relating to the G&O business and Thermal and Newco will enter into a Supply Agreement relating to the Business, pursuant to which Transfer will sell to Thermal and Thermal will sell to Newco, as applicable, certain products, to be agreed upon.
2. The parties will enter into mutually acceptable long-term, royalty-free, non-exclusive licenses permitting (i) Newco to use patents and other intellectual property of Thermal that are not currently used exclusively in the Business, as identified therein, including improvements, and (ii) Thermal to use patents and other intellectual property of Transfer that are not currently used exclusively in G&O's business, as identified therein, including improvements.
9. No-Shop, Break-Up Fee and Expenses. Prior to December 15, 2004 or such later date to which the parties agree in writing to extend this letter agreement (the "Termination Date"), neither party will initiate discussions or negotiations with any other party relating to a merger, purchase or sale of assets or stock or other transaction that would be intended or reasonably expected to preclude the completion of the Transaction, including the sale of Transfer's G&O business to another party or the sale of the Business to a third party or any such merger, purchase or sale of assets or stock or other transaction involving Thermal or Transfer that would prohibit, materially delay or otherwise materially and adversely affect the likelihood of completing the Transaction (any such merger, purchase or sale of assets or stock or other transaction, a "Competing Transaction"); provided, however, that the foregoing will not limit or restrict Transfer's possible sale of its A/C business as prev iously described to Thermal. For the avoidance of doubt, this paragraph will not, however, preclude either party from taking such action as its board of directors determines is necessary to comply with its fiduciary duties in response to any unsolicited proposal for a Competing Transaction.
1. If the Definitive Agreements are not executed prior to the Termination Date, each of Transfer and Thermal will bear its own expenses incurred in connection with this letter, except that filing fees under the antitrust laws will be borne equally by Thermal and Transfer. Notwithstanding the foregoing, in the event that prior to the Termination Date a party receives an unsolicited proposal or offer for a Competing Transaction which it does not unconditionally reject within 10 business days after receipt, then such party will pay to the other party a break-up fee equal to $2.5 million.
2. If the Definitive Agreements are executed, they would contain an expense-sharing arrangement pursuant to which Newco would bear an amount of Thermal's reasonable out-of-pocket third party Transaction expenses (excluding expenses associated with Thermal's audit of the Business, which will be borne solely by Thermal) equivalent to the amount of out-of-pocket third party expenses incurred by Transfer in connection with the Transaction (disregarding for this purpose all expenses associated with Transfer's audit of the G&O business), payable to Thermal at the Closing, and provisions for customary break-up fees and customary remedies for intentional breaches of the applicable Definitive Agreements. If the Definitive Agreements are executed but the Transaction is not consummated, Thermal and Transfer will each bear its own out-of-pocket expenses, except that filing fees under the antitrust laws and expenses incurred in connection with the filing, printing and mailing of the Form S-4 and associated proxy/in formation statement will be shared equally.
3. Neither party will have any liability or obligation hereunder or otherwise relating in any way to the Transaction in the event that the parties do not enter into Definitive Agreements, except as provided in paragraph 9(b) and except that nothing herein will affect a party's rights or obligations under the confidentiality and standstill agreement previously entered into by the parties.
10. Publicity. Following execution of this letter, each of Transfer and Thermal will make a separate public announcement relating to the execution of this letter and the Transaction, such announcements to be coordinated by the parties and the content thereof to be approved in advance by each of the parties. The parties will endeavor in good faith to consult with each other after the date hereof concerning any subsequent press releases or similar public announcements as well as communications, and the content thereof, to employees, customers, suppliers and any other person or entity.
11. General Provisions. The parties acknowledge that this letter omits many terms, some of which are material. This letter is intended to be, and will be construed only as, a letter of intent and not a binding agreement, as the respective rights and obligations of the parties remain to be defined in the Definitive Agreements (if and when executed by the parties thereto), into which this letter of intent and all prior discussions will merge; provided, however, the obligations of the parties under paragraphs 9, 10 and 11 herein and the last sentence of paragraph 4 herein will be binding upon the parties upon the execution of this letter by the parties. Notwithstanding anything to the contrary in this letter, the termination of this letter will not diminish or otherwise affect the liability of a party for any intentional breach of paragraph 9 occurring on or prior to such termination. This letter will be governed by and construed in accordance with the laws of the State of Delaware, oth er than the provisions governing conflict of laws thereof. This letter may be executed in counterparts which, taken together, will constitute a single original document.

[Remainder of Page Intentionally Left Blank]

Please sign this letter in the space provided below, whereupon this letter will be, to the extent provided herein, a valid and binding agreement of the parties hereto.

Very truly yours,

TRANSPRO, INC.


By: /s/Charles B. Johnson
Name: Charles B. Johnson
Title: President and CEO

Agreed:

MODINE MANUFACTURING COMPANY

By: /s/Bradley C. Richardson
Name: Bradley C. Richardson
Title: VP, Finance and Chief Financial Officer
Date: October 28, 2004

Annex A

EXAMPLE

Assumptions:

Closing price of a share of Transfer Common Stock $6.00

Transfer option shares: 191,817.00

Shares issuable upon conversion of Transfer preferred stock: 213,017.00

Outstanding shares of Transfer common stock: 7,106,023.00

TOTAL 7,510,857.00

Calculation:

7,510,857 divided by .46 = 16,327,950 total shares for purposes of the calculation

Thermal's shareholders would receive 8,817,093 shares (i.e., 16,327,950 x .54)

Transfer's shareholders would retain 7,106,023 shares and all options and preferred stock would remain outstanding

EX-99.1

Exhibit 99.1

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 Signs Letter of Intent with Transpro to Spin Off
and Merge Modine's Aftermarket Business with Transpro and Purchase Transpro's Heavy-Duty OE Business

Transaction to Form Global Leader in Heat Transfer Aftermarket
While Significantly Improving Modine's Operating Profit Margin
and Return on Capital Employed

Racine, WI, October 29, 2004 -- Modine Manufacturing Company (NYSE: MOD) announced today that it has signed a Letter of Intent with Transpro, Inc. (AMEX: TPR) to spin off Modine's Aftermarket business on a debt-free basis and merge it with Transpro. The transaction would create a new, publicly traded company with annual revenues of more than $400 million selling replacement radiators, radiator cores, charge air coolers, heaters, condensers and air conditioning components for automotive, truck and industrial applications primarily for North America and Europe.

The new company will be a global market leader focused on the aftermarket, offering product line breadth and depth, a strong distribution network, enhanced customer service offerings, broad technological and financial resources for future growth, and an improved credit profile.

Concurrent with the Aftermarket business spin-off and merger, Modine will acquire Transpro's heavy-duty original equipment (OE) business, including a plant in Jackson, Mississippi, for $17 million in cash. The business, which has annual sales of approximately $45 million, manufactures heat exchangers for the heavy-duty truck and industrial OE markets. The business would be a strong strategic fit with Modine's remaining businesses (including Modine Korea) which have total annualized sales of approximately $1.4 billion and offer synergies and expansion opportunities over time. The transaction would be immediately accretive to the Company's earnings per share.

Modine Investors to Retain Modine Stock, Receive Shares in New Company

Modine investors will retain their shares in Modine Manufacturing Company and, as a result of this transaction, would also receive approximately 0.25 shares in the new company for every 1 share of Modine stock held at the closing. Upon the closing of the merger, Modine shareholders would own 54% of the new company while existing Transpro shareholders would hold the remaining 46%. Based on Transpro's closing stock price of $5.65 per share on Thursday, October 28, the transaction would have a value of approximately $1.44 per Modine share. Each step of the transaction is expected to be tax-free to each company's shareholders.

Merger to Benefit Customers, Shareholders and Employees

"For more than 30 years, our Aftermarket business was a steady, strong and major contributor to Modine's success as a company," said David Rayburn, Modine President and Chief Executive Officer. "But, in recent years, with fundamental and sweeping industry changes along with heightened global competition, our Aftermarket business has faced significant performance challenges and undergone multiple restructurings. We believe this proposed merger is the right, long-term strategic move for our Aftermarket business and its employees."

"The merger of the Aftermarket businesses of these two well-known and highly respected companies would create a leader in the Aftermarket industry, strongly positioned to effectively serve customers throughout North America and Europe," Rayburn said. "The new company should be positioned with the appropriate cost base and capital structure to succeed in a highly competitive industry."

"This transaction will allow the new company to form a very strong relationship between brands in the Aftermarket that are currently offered separately by Modine and Transpro," Rayburn added. "The combination provides significant benefits for shareholders, customers and employees, and fulfills our commitment to pursue the most effective strategic and value-adding solution for our Aftermarket business."

For the 12 months ended September 26, 2004, Modine's Aftermarket business had estimated revenues of approximately $215 million. The business has approximately 1,600 employees in North America and Europe.

The proposed merger of Modine's Aftermarket business with Transpro is expected to result in major strategic benefits, including the combination of strong brands and complementary products, as well as improving the breadth of available product and service capabilities. Modine currently sells Aftermarket products under the brand names Modine (R) and Air Pro (R) Quality Parts, while Transpro sells Aftermarket products under the brand names Ready-Rad (R) and Ready-Aire (R).

The combined Aftermarket businesses would have revenues in excess of $400 million. The debt to capitalization ratio is expected to be approximately 20%. Following one-time restructuring/implementation charges of $10 million to $14 million over the 12- to 18-month integration period, the new company anticipates it will achieve annual, pre-tax cost savings of at least $20 million, with additional savings possible, through the optimization of production, marketing and distribution activities, the elimination of duplicative overhead costs and improved material sourcing.

Merger Would Sharpen Modine Focus and Improve Financial Performance

"From a strategic standpoint, this transaction would enable Modine to focus strictly on its core, technology-driven customer base on a global basis, and significantly improve its profit margins and return on capital employed," said Brad Richardson, Modine Vice President, Finance and Chief Financial Officer. "On an annualized, pro forma basis, Modine's return on capital employed would increase by about 1 1/2 to 2 percentage points while our pre-tax earnings margin would improve by approximately 1 to 1 1/2 percentage points."

The proposed transaction will be structured as a reverse Morris Trust eligible transaction in which Modine will place all of the assets used in its Aftermarket business -- including a manufacturing plant in Emporia, KS, 102 branches in the U.S., stand-alone businesses in Mexico and Europe, and a distribution warehouse in Kansas City -- into one wholly owned subsidiary. Under terms of the anticipated merger agreement, Modine will spin off that company to its shareholders on the record date, and that company will be simultaneously merged with and into Transpro, forming a new company.

"We believe this proposed transaction would deliver increased value to our shareholders," Richardson said. "Upon the closing of the merger, our shareholders would own stock in both Modine, a global pure-play OE company, and a leading, global pure-play Aftermarket company. We believe shareholders are well-positioned to benefit from their continued ownership in both companies."

New Company Corporate Governance and Transaction Timeline

Charles E. Johnson, Transpro President and Chief Executive Officer, would serve as President and Chief Executive Officer of the new company. The board of directors would consist of ten members and will include Johnson and five members of Transpro's current board and four board members from Modine (two current Modine board members and two Modine corporate officers).

Modine and Transpro intend to sign definitive agreements regarding these transactions during the fourth quarter of calendar 2004. The proposed transaction is subject to certain corporate and regulatory approvals and satisfaction of other customary closing conditions. Closing is anticipated during the first calendar quarter of 2005.

Robert W. Baird & Co. Incorporated is acting as financial advisor to Modine and Quarles & Brady LLP is providing legal counsel. Wachovia Securities is acting as financial advisor to Transpro and Jones Day is providing legal counsel.

Investment Community Conference Call and Webcast

Modine's executive management team will conduct a conference call today (Friday, October 29) at 1:00 p.m. Eastern Time (12:00 noon Central Time) to discuss additional details regarding the proposed transaction. A slide presentation will be available on the Modine Web site at www.modine.com. In addition, Modine will provide a live Webcast through the investor relations section of its Web site. A replay of the Webcast will also be available.

About Modine Manufacturing Company

Founded in 1916, Modine Manufacturing Company specializes in thermal management systems and components, bringing heating and cooling technology and solutions to diversified global markets. Modine's products are used in light, medium, and heavy-duty vehicles, HVAC (heating, ventilation, air conditioning) equipment, industrial equipment, refrigeration systems, fuel cells and electronics. The Company employs more than 8,500 people at 35 facilities worldwide. More information about Modine can be found at www.modine.com.

About Transpro

Transpro, Inc. is a manufacturer and distributor of Aftermarket and OEM heat transfer and temperature control products for automotive, truck and industrial applications.

Cautionary Information Regarding Forward-Looking Statements

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.

Additional Information About the Proposed Transaction and Where to Find It

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 rega rding 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.

EX-99.2

Slide 1
Slide 2
Slide 3
Slide 4
Slide 5
Slide 6
Slide 7
Slide 8
Slide 9
Slide 10
Slide 11
Slide 12
Slide 13
Slide 14
Slide 15
Slide 16
Slide 17