-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, a12T2MVUJcmkY7VLgSXZr9uRVCQytqh+UZBMeNNZEUwkSmrSmnkbzbyEnTtN4toS O1qxM06lrnLV9L5nyayeDA== 0000067347-95-000004.txt : 19950608 0000067347-95-000004.hdr.sgml : 19950608 ACCESSION NUMBER: 0000067347-95-000004 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950127 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MODINE MANUFACTURING CO CENTRAL INDEX KEY: 0000067347 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 390482000 STATE OF INCORPORATION: WI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-12726 FILM NUMBER: 95503395 BUSINESS ADDRESS: STREET 1: 1500 DEKOVEN AVE CITY: RACINE STATE: WI ZIP: 53403 BUSINESS PHONE: 4146361200 8-A12G/A 1 January 27, 1995 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street Washington, DC 20549 Re: Modine Manufacturing Company Your File No. 1-1373 Form 8-A Amendment No. 1 dated January 23, 1995 Gentlemen: Transmitted herewith is the above-referenced Report. An additional complete copy of the Report is being transmitted for filing to the National Association of Securities Dealers, Inc. where our Company's common stock is listed. No fee is required since this Form 8-A amends the previous filing. Very truly yours, DEAN R. ZAKOS Associate General Counsel and Assistant Secretary Enclosures DRZ:ms CC: National Association of Securities Dealers, Inc. 1735 K Street, N.W. Washington, DC 20006 Attn: Market Listing Qualifications (Form 8-A) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________ FORM 8-A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MODINE MANUFACTURING COMPANY - ------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) WISCONSIN 39-0482000 - ------------------------------------------------------------------------ (State of incorporation or (I.R.S. Employer organization) Identification No.) 1500 DEKOVEN AVENUE, RACINE, WISCONSIN 53403 - ------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered None N/A ---- ------ If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: Preferred Share Purchase Rights - --------------------------------------------------------------------------- (Title of class) Item 1. Description of Registrant's Securities to be Registered. ------------------------------------------------------- This Amendment No. 1 amends the Form 8-A filed by Modine Manufacturing Company (the "Company") dated November 18, 1986. On January 18, 1995, the Board of Directors of the Company authorized the amendment of the Rights Agreement (regarding certain Preferred Share Purchase Rights authorized as of October 15, 1986) by extending the Final Expiration Date of the Rights from October 27, 1996 to October 27, 2006. All other terms, provisions, covenants or restrictions of the Rights Agreement, to the extent not inconsistent with the Board of Directors' January 18, 1995 amendment action, remain unchanged and in full force and effect. The Rights Agent, The First National Bank of Chicago, is now known as the First Chicago Trust Company of New York. Item 2. Exhibits. -------- 1. Amendment No. 1 to Rights Agreement dated as of January 18, 1995 between the Registrant and First Chicago Trust Company of New York (Rights Agent). 2. Amendment No. 2 to Rights Agreement dated as of January 18, 1995 between the Registrant and First Chicago Trust Company of New York. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: January 23, 1995. Modine Manufacturing Company By: R. T. SAVAGE _______________________________ R. T. Savage President and Chief Executive Officer By: W. E. PAVLICK _______________________________ W. E. Pavlick Vice President, General Counsel and Secretary MODINE MANUFACTURING COMPANY AND THE FIRST NATIONAL BANK OF CHICAGO Rights Agent Amendment Number 1 ------------------ to Rights Agreement Dated as of October 15, 1986 RIGHTS AGREEMENT ------------------ Amendment Number 1 ------------------ This Amendment, when executed, shall constitute a valid and binding amendment to that certain Rights Agreement dated as of October 15, 1986 by and between Modine Manufacturing Company, a Wisconsin corporation (the "Company"), and The First National Bank of Chicago, a national banking association (the "Rights Agent"). Recitals A. The Rights Agreement provides that the Company and the Rights Agent may supplement or amend the Rights Agreement from time to time. B. The Rights Agent has consolidated all of its shareholder services, including the services contemplated by the Rights Agreement, in one business unit known as "First Chicago Trust Company of New York." C. The Company and the Rights Agent desire to amend the Rights Agreement in accordance with the terms of this Amendment. Agreement 1. In consideration of the Recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Rights Agent agree, pursuant to the provisions set forth in the Rights Agreement, to amend the Rights Agreement as follows: 2. The Rights Agreement is amended by substituting, where applicable, "First Chicago Trust Company of New York" in place of "The First National Bank of Chicago" as the Rights Agent. 3. This Amendment shall be effective as of January 18, 1995. 4. The Company and the Rights Agent agree that all other terms, provisions, covenants, or restrictions of the Rights Agreement, to the extent not inconsistent with this Amendment, shall remain unchanged and in full force and effect. 5. Capitalized terms which are not defined in this Amendment have the meanings given such terms in the Rights Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and their respective corporate seals to be hereunto affixed and attested, as of the effective date hereof. (SEAL) MODINE MANUFACTURING COMPANY Attest: By W. E. PAVLICK By R. T. SAVAGE ---------------------- _________________________ Title: Secretary Title: President and Chief Executive Officer (SEAL) FIRST CHICAGO TRUST COMPANY OF NEW YORK Attest: By s/M. Phalen By s/L. Woods ____________________ ______________________ Title:Vice President Title:Vice President MODINE MANUFACTURING COMPANY AND FIRST CHICAGO TRUST COMPANY OF NEW YORK Rights Agent Amendment Number 2 ------------------ to Rights Agreement Dated as of October 15, 1986 RIGHTS AGREEMENT ---------------- Amendment Number 2 ------------------ This Amendment, when executed, shall constitute a valid and binding amendment to that certain Rights Agreement dated as of October 15, 1986 by and between Modine Manufacturing Company, a Wisconsin corporation (the "Company"), and First Chicago Trust Company of New York (the "Rights Agent"). Recitals A. The Rights Agreement provides that the Company and the Rights Agent may supplement or amend the Rights Agreement for the purpose of, among other things, extending the Final Expiration Date of the Rights. B The Company and the Rights Agent desire to amend the Rights Agreement in accordance with the terms of this Amendment. Agreement 1. In consideration of the Recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Rights Agent agree, pursuant to the provision set forth in Section 26 of the Rights Agreement, to amend the Rights Agreement as follows: 2. Section 7(a)(i)of the Rights Agreement is amended by substituting the following: (i) the close of business on October 27, 2006 (the "Final Expiration Date"), . . . , 3. This Amendment shall be effective as of January 18, 1995. 4. The Company and the Rights Agent agree that all other terms, provisions, covenants, or restrictions of the Rights Agreement, to the extent not inconsistent with this Amendment, shall remain unchanged and in full force and effect. 5. Capitalized terms which are not defined in this Amendment have the meanings given such terms in the Rights Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and their respective corporate seals to be hereunto affixed and attested, as of the effective date hereof. (SEAL) MODINE MANUFACTURING COMPANY Attest: By W. E. PAVLICK By R. T. SAVAGE ____________________ _________________________ Title: Secretary Title: President and Chief Executive Officer (SEAL) FIRST CHICAGO TRUST COMPANY OF NEW YORK Attest: By s/M. Phalen By s/L. Woods ____________________ ______________________ Title:Vice President Title:Vice President -----END PRIVACY-ENHANCED MESSAGE-----