-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SLCT6vpImrNsLaPrNp8XFgLUqO+UYSO//B0fPalalM+Wwj7b7LvK+RuozPwsSXkr mxFS+pjDSh4mtM79BaioWg== 0000067347-97-000009.txt : 19970610 0000067347-97-000009.hdr.sgml : 19970610 ACCESSION NUMBER: 0000067347-97-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970606 ITEM INFORMATION: Other events FILED AS OF DATE: 19970606 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: 97620019 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): June 6, 1997 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 7 pages Item 5. Other Information. ----------------- On June 6, 1997, Modine Manufacturing Company ("Modine") mailed its Annual Report to Shareholders and issued a news release, each of which contained the sales forecast for the 1997- 1998 fiscal year. These documents contain forward-looking statements. These forward-looking statements involve risks and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. A copy of the news release is attached hereto as Exhibit 20. A copy of the Important Factors and Assumptions Regarding Forward-Looking Statements is attached hereto as Exhibit 99. 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 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) (filed by reference to the exhibit contained within the Registrant's Current Report on Form 8-K dated January 13, 1995). 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) (filed by reference to the exhibit contained within the Registrant's Reference Number per Item 601 of Regulation S-K Page ---------------- ---- Current Report on Form 8-K dated January 13, 1995). 4(c) 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 exhibit contained within the Registrant's Current Report on Form 8-A dated December 18, 1996.) 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 6 Manufacturing Company dated June 6, 1997. 23 Not applicable. 24 Not applicable. 27 Not applicable. *99 Important Factors and 7 Assumptions Regarding Forwarding-Looking Statements. *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: June 6, 1997. MODINE MANUFACTURING COMPANY By: D. R. JOHNSON ----------------------------- D. R. Johnson, President and Chief Operating Officer By: W. E. PAVLICK ----------------------------- W. E. Pavlick, Senior Vice President, General Counsel, and Secretary EX-20 2 EXHIBIT 20 NEWS RELEASE Immediate Gerald J. Sweda (414) 636-1361 Modine forecasts improved margins in fiscal 1998 RACINE, Wis., June 6, 1997 -- Modine Manufacturing Company expects margins to keep improving, with further benefits to profit levels as revenues increase in succeeding years. This forward-looking statement is in the Modine annual report that was mailed to shareholders today. In the report's letter to shareholders, Chairman & CEO Richard T. Savage and President & COO Donald R. Johnson further state: "The near-term outlook for sales, based on customer projections for their businesses and on our own sales and marketing plans, sees stronger sales to some industrial and building-HVAC markets balanced by more modest growth elsewhere. Unit sales volumes will be up but the increase could be substantially offset by adverse currency fluctuations, as indicated by current exchange rates. Sales, therefore, should grow only modestly this year, excluding any acquisitions." For the fiscal year ended March 31, 1997, Modine sales were $999,046,000 and net earnings were $63,763,000, or $2.10 per share. Modine Manufacturing Company is an independent, worldwide leader in heat-transfer technology, serving vehicular, industrial, commercial, and building markets. This news release's forward-looking statements about sales and earnings involve risks and uncertainties, as detailed on page 13 of the 1997 annual report to shareholders. ### EX-99 3 EXHIBIT 99 IMPORTANT FACTORS AND ASSUMPTIONS REGARDING FORWARD-LOOKING STATEMENTS These cautionary statements are being made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995 and with the intention of obtaining the benefits of the "safe harbor" provisions of the Act. Investors are cautioned that any forward-looking statements made by Modine are not guarantees of future performance and that actual results may differ materially from those in the forward-looking statements as a result of various factors, including: customers' integration of products currently being supplied by the Company; the success of Modine or its competitors is obtaining the business of the customer base; the ability to pass on increased costs to customers; variations in currency-exchange rates in view of a large portion of the Company's business being nondomestic; labor relations at Modine, its customers, and its suppliers, which may affect the continuous supply of product; and the ability to improve acquisitions' operations. In making statements about Modine's fiscal 1997/98 operating results, management has assumed relatively stable economic conditions in the United States and worldwide, no unanticipated swings in the business cycles affecting customer industries, and a reasonable legislative and regulatory climate in those countries where Modine does business. Readers are cautioned not to place undue reliance on Modine's forward-looking statements, which speak only as of the date such statements are made. -----END PRIVACY-ENHANCED MESSAGE-----