-----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, R3VR0hIBW8OwS66d6mvqEvh2JZ79wDyf/KywRwGrLhoUJF8RV4Rz4tPQxLQvlo+y ErxVGphIkCeng4JlYFCATg== 0000067347-95-000016.txt : 19950801 0000067347-95-000016.hdr.sgml : 19950801 ACCESSION NUMBER: 0000067347-95-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950714 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19950731 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12726 FILM NUMBER: 95557475 BUSINESS ADDRESS: STREET 1: 1500 DEKOVEN AVE CITY: RACINE STATE: WI ZIP: 53403 BUSINESS PHONE: 4146361200 8-K 1 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): July 14, 1995 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: (414) 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 5 pages Item 2. Acquisition or Disposition of Assets. ------------------------------------ On July 14, 1995, Modine Manufacturing Company ("Modine"), through its wholly-owned subsidiary Modi, Inc., acquired the Signet Systems Division ("Signet") of The Equion Corporation and certain liabilities relating thereto, pursuant to an Asset Purchase Agreement effective as of July 31, 1995. The cash purchase from The Equion Corporation was valued at approximately $54 million. The Company also assumed certain liabilities as part of the acquisition. A total of 418 Signet employees are located at its main plant in Harrodsburg, Kentucky; at a recently acquired operation in Goch, Germany; and at a sales and engineering office in Detroit, Michigan. Signet is a full-service supplier of climate- control systems and components to the automotive, truck, and off- highway vehicle markets both in North America and Europe. Modine announced a letter of intent for the acquisition on April 24 and signed a definitive agreement on June 2. The purchase price was financed with available cash, a portion of a new $25.0 million revolving credit facility through ABN-AMRO bank, and $5.0 million in promissory notes with the Seller. Modine intends to continue to use the plant, machinery and equipment, and other assets acquired for the manufacture of air conditioning systems and components. A copy of the Asset Purchase Agreement was not available at the time of filing; a copy of the news release announcing the closing of the purchase is filed as Exhibit 20 to this Report. Item 7. Financial Statements and Exhibits. --------------------------------- (a) Financial statements of business acquired. ----------------------------------------- It is anticipated that audited financial statements for the most recent fiscal year and unaudited financial statements for the interim periods specified in Rules 3-01 and 3-02 of Regulation S-X will be filed, if required, not later than 60 days after the date this Report on Form 8-K must be filed. (b) Pro forma financial information. ------------------------------- It is anticipated that pro forma financial statements for the periods specified in Rules 11-01 and 11-02 of Regulation S-X will be filed, if required, not later than 60 days after the date this Report on Form 8-K must be filed. (c) Exhibits. -------- Reference Number per Item 601 of Regulation S-K Page ---------------- ---- 1 Not applicable. *2 Asset Purchase Agreement effective as of July 31, 1995. 4 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, 1992). 4(a) Amendment Number 1 to Rights Agreement dated as of January 18, 1995 between the Registrant and First Chicago Trust Company of New York (Rights Agent). 4(b) Amendment Number 2 to Rights Agreement dated as of January 18, 1995 between the Registrant and First Chicago Trust Company of New York (Rights Agent). 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 8-K. The Registrant agrees to furnish copies of such instruments to the Commission upon request. 16 Not applicable. 17 Not applicable. **20 News Release of Modine 5 Manufacturing Company dated July 17, 1995. Reference Number per Item 601 of Regulation S-K Page ---------------- ---- 23 Not applicable. 24 Not applicable. 27 Not applicable. 99 Not applicable. *Not presently available. **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: July 31, 1995. MODINE MANUFACTURING COMPANY By: D. R. JOHNSON -------------------------------- D. R. Johnson, Executive Vice President - Operations By: W. E. PAVLICK -------------------------------- W. E. Pavlick, Senior Vice President, General Counsel, and Secretary EX-20 2 EXHIBIT 20 NEWS RELEASE RACINE, Wis., July 17, 1995 - Modine Manufacturing Company has completed the acquisition of Signet Systems, effective at the close of business July 31. The cash purchase from The Equion Corporation was valued at approximately $54 million, net of the assumption of certain liabilities by Modine. A total of 418 Signet employees are located at its main plant in Harrodsburg, Ky., and at a sales and engineering office in Detroit, Mich. Signet is a full-service supplier of climate- control systems and components to the automotive, truck, and off- highway vehicle markets both in North America and Europe. Modine announced a letter of intent for the acquisition on April 24 and signed a definitive agreement on June 2. Modine Manufacturing Company is an independent, worldwide leader in heat-transfer technology, serving vehicular, industrial, commercial, and building markets. -0- -----END PRIVACY-ENHANCED MESSAGE-----