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): December 11, 2007

Modine Manufacturing Company

(Exact name of registrant as specified in its charter)

Wisconsin
(State or other jurisdiction of
incorporation) 1-1373
(Commission File Number) 39-0482000
(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 December 13, 2007, Modine Manufacturing Company (“Modine” or the “Company”) issued a press release announcing, among other things, that it has entered into a short-term waiver letter, dated December 11, 2007, with respect to the 4.91% Senior Notes due September 29, 2015 issued by the Company pursuant to the Note Purchase Agreement dated as of September 29, 2005. The short-term waiver was executed in order to accommodate the evaluation (discussed below) of certain of Modine’s assets for impairment or realizability, and not disrupt Modine’s ordinary business activities.

Copies of the waiver letter and press release are attached to this Current Report on Form 8-K as Exhibits 10.1 and 99.1, respectively, and are incorporated herein by reference.

Item 2.05 Costs Associated with Exit or Disposal Activities.

Item 2.06 Material Impairments.

On December 13, 2007, Modine also announced that the Original Equipment — North America business continues to experience unfavorable operating results amid a slower-than-anticipated heavy-duty truck market recovery and a difficult business climate. The current outlook for this business is below the Company’s previous expectations. As a result, Modine is evaluating this segment’s goodwill and other long-lived assets for impairment and Modine’s U.S. net deferred tax assets for realizability in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets;” SFAS No. 142, “Goodwill and Other Intangible Assets,” and SFAS No. 109, “Accounting for Income Taxes.”

These evaluations could result in material non-cash charges in the Company’s fiscal 2008 third quarter. A good faith estimate of the amount or ranges of amounts of these potential non-cash charges, if any, cannot be determined at this time. The balances, as of the end of the Company’s fiscal year 2007, which are currently under review consist of Original Equipment — North America long-lived assets of $135.3 million, including goodwill of $23.8 million, and a U.S. deferred tax asset balance of $73.4 million and a U.S. deferred tax liability balance of $48.2 million. Modine intends to file an amended report on Form 8-K under Item 2.06 if it concludes that a material charge for impairment is required within four business days of reaching such a determination, including, if determinable at that time, an estimate of the amount or ranges of amounts of the charge(s).

To respond to the underlying performance issues within the Original Equipment — North America segment, Modine also announced that it is actively formulating plans for additional restructuring activities, including plant closures, product line rationalizations and other significant measures, in its North American operations and its Western European operations as well. The restructuring activities are subject to approval by the Modine board of directors. Such activities, if approved by the board of directors, would likely result in restructuring charges in the Company’s fiscal 2008 fourth quarter and thereafter. Modine intends to file an amended report on Form 8-K under Item 2.05 within four business days of committing to the additional restructuring activities.

2

A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

Statements made in this Current Report on Form 8-K regarding future matters are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on Modine’s current expectations. The Company’s actual results, performance or achievements may differ materially from those expressed or implied in these statements because of certain risks and uncertainties, including the completion of the Company’s impairment analysis; its determination regarding the realizability of deferred tax assets; the finalization of the Company’s restructuring plans; its ability to successfully implement any such restructuring plan and drive cost reductions as a result; its ability to continue to service its customers during the implementation of any restructuring plan; the avoidance of inefficiencies in the transition of products from plants to be closed to plants continuing in operation; factors impacting the Original Equipment — North America segment operating results; the ability of the Company, its customers and suppliers to achieve projected sales and production levels; unanticipated product or manufacturing difficulties; international economic changes and challenges; and other factors affecting the Company’s business prospects discussed in filings made by the Company, from time to time, with the Securities and Exchange Commission including the factors discussed in Item 1A, Risk Factors, and in the “Forward-Looking Statements” section in Item 7 of the Company’s most recent Annual Report on Form 10-K and its quarterly reports on Form 10-Q. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Waiver letter dated December 11, 2007 relating to 4.91% Senior Notes due September 29, 2015
99.1	Press Release dated December 13, 2007

3

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

By: /s/ D.R. Zakos

D.R. Zakos

Vice President, General Counsel and

Secretary

Date: December 13, 2007

4

EXHIBIT INDEX

Exhibit Number	Description
10.1	Waiver letter dated December 11, 2007 relating to 4.91% Senior Notes due September 29, 2015
99.1	Press Release dated December 13, 2007

5

EX-10.1

Exhibit 10.1

Modine Manufacturing Company

1500 DeKoven Avenue
Racine, Wisconsin 53403-2552

Tel. 262.636.1200
Fax 262.636.1424

December 11, 2007

To the Holders of the Senior Notes Referred to Below

Re: 4.91% Senior Notes due September 29, 2015 (the “Senior Notes”) issued by Modine
Manufacturing Company pursuant to the Note Purchase Agreement dated as of September 29,
2005 (the “Note Purchase Agreement”)

Ladies and Gentlemen:

     Modine Manufacturing Company (the “Company”) has advised the holders of the Senior Notes (the “Holders”) that in connection with its fiscal third quarter accounting review, the Company is evaluating its goodwill, and other long-lived assets and U.S. net deferred tax assets for impairment or realizability.

     In connection with the foregoing, the Company hereby requests that the Holders waive compliance with the provisions of Section 10.1(b) of the Note Purchase Agreement during the period from December 11, 2007 through March 15, 2008 (the “Waiver Period”). The Company understands and agrees that such waiver will be effective only to the extent specifically described herein and will not apply to any other covenant, restriction or requirement of the Note Purchase Agreement, and such waiver will not continue beyond the Waiver Period without the written consent of the Required Holders. All parties agree that in all other respects the Note Purchase Agreement and Senior Notes are ratified and confirmed and remain in full force and effect.

     The Company further agrees that during the Waiver Period, the Company and its Subsidiaries shall not incur additional Debt in excess of the current maximum availability under its existing credit facilities and that any incurred Debt of the Company shall be and remain pari passu in right of payment with its obligations under the Note Purchase Agreement and the Senior Notes (subject in all events to the other limitations in the Note Purchase Agreement). Failure to comply with the foregoing shall immediately terminate the effectiveness of this waiver.

     The Company represents and warrants that after giving effect to this waiver, there are no Defaults or Events of Default under the Note Purchase Agreement.

     This waiver will be effective upon written consent of the Required Holders as provided in Section 17 of the Note Purchase Agreement.

     The Company agrees that it will, pursuant to Section 15.1 of the Note Purchase Agreement, promptly pay all expenses related to this waiver, including the reasonable fees and disbursements of Chapman and Cutler LLP, as special counsel for the Holders.

     Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Note Purchase Agreement.

Sincerely, MODINE MANUFACTURING COMPANY
By:	/s/ Margaret C. Kelsey
	Margaret C. Kelsey, Vice President - Finance,
	Corporate Treasury & Business Development

[Consents of holders on next page]

Acknowledged and agreed as of December 11, 2007

AMERICAN FAMILY INSURANCE COMPANY		STANDARD INSURANCE COMPANY
By:	Name:	By:	Name:
	Title:		Title:
MODERN WOODMEN OF AMERICA		STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY
By:	/s/ Douglas A. Pannier Name: Douglas A. Pannier	By:	/s/ Julie Pierce Name: Julie Pierce
	Title: Supervisor — Private Placements		Title: Senior Investment Officer
		By:	/s/ Jeffrey T. Attwood Name: Jeffrey T. Attwood
			Title: Investment Officer
THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD.		STATE FARM LIFE INSURANCE COMPANY
By:	Prudential Investment Management (Japan), Inc., as Investment Manager	By:	/s/ Julie Pierce Name: Julie Pierce
			Title: Senior Investment Officer
By:	Prudential Investment Management, Inc. as Sub-Adviser	By:	/s/ Jeffrey T. Attwood Name: Jeffrey T. Attwood
By:	/s/ William S. Engelking Name: William S. Engelking		Title: Investment Officer
	Title:
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY		STATE OF WISCONSIN INVESTMENT BOARD
By:	Prudential Investment Management, Inc. as investment manager	By:	/s/ Christopher P. Prestigiacomo Name: Christopher P. Prestigiacomo
By:	/s/ William S. Engelking		Title: Portfolio Manager
	Name: William S. Engelking
	Title:

MTL INSURANCE COMPANY		WOODMEN OF THE WORLD LIFE INSURANCE SOCIETY
By:	Prudential Private Placement Investors, L.P. (as Investment Advisor)	By:	/s/ Robert T. Maher Name: Robert T. Maher
			Title: Vice President
By:	Prudential Private Placement Investors, Inc. (as its General Partner)
		By:	/s/ James J. Stolze Name: James J. Stolze
By:	/s/ William S. Engelking		Title: Assistant Vice President
	Name: William S. Engelking
	Title:
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:	/s/ William S. Engelking Name: William S. Engelking
	Title:

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Susan Fisher 262-636-8434
s.h.fisher@na.modine.com

Modine’s Original Equipment — North America Segment
Experiencing Continued Weakness

Evaluating Deferred Tax Valuation Adjustment
and Potential Asset Impairment for This Business;
Intends to Undertake Global Restructuring Measures
to Address Business Performance

RACINE, WI, December 13, 2007 - Modine Manufacturing Company (NYSE: MOD) announced today that its Original Equipment — North America business continues to experience unfavorable operating results amid a slower-than-anticipated heavy-duty truck market recovery and a difficult business climate. The current outlook for this business is below the company’s previous expectations. As a result, Modine is evaluating this segment’s goodwill and other long-lived assets for impairment and Modine’s U.S. net deferred tax assets for realizability in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets;” SFAS No. 142, “Goodwill and Other Intangible Assets,” and SFAS No. 109, “Accounting for Income Taxes.” Modine continues to see solid growth and underlying strength in its international businesses where the company’s new business model implementation is having a positive impact.

To respond to the underlying performance issues within the Original Equipment — North America segment, Modine is actively formulating plans for additional restructuring activities, including plant closures, product line rationalizations and other significant measures, in its North American operations and its Western European operations as well. The company expects to provide detail regarding these measures, including overall restructuring costs and associated manufacturing cost reductions, which are subject to approval by the Modine Board of Directors, concurrent with the company’s release of its third quarter results in late January 2008. The company intends for these activities to position Modine solidly to deliver more leveraged sales and earnings growth aligned with its long-term objectives, including the 18 to 20 percent gross margin and 11 to 12 percent return on average capital employed (ROACE) targets previously set by the company. Such activities, if approved by the Board, would likely result in restructuring charges in the company’s fiscal 2008 fourth quarter and thereafter.

With respect to the potential deferred tax valuation allowance and asset impairment, the company intends to provide additional information upon completion of its evaluation of these assets. A good faith estimate of the amount or ranges of amounts of these potential non-cash charges, if any, cannot be determined at this time. The balances, as of the end of the company’s fiscal year 2007, which are currently under review consist of Original Equipment — North America long-lived assets of $135.3 million, including

goodwill of $23.8 million, and a U.S. deferred tax asset balance of $73.4 million and a U.S. deferred tax liability balance of $48.2 million. These evaluations could result in material non-cash charges in the company’s fiscal 2008 third quarter.

Modine is in discussions with its lenders regarding potential covenant waivers or amendments to its debt agreements to the extent that such agreements may be impacted by the outcome of its asset evaluation and the proposed additional restructuring activities. In the meantime, the company has secured a short-term waiver in order to accommodate the ongoing evaluation and not disrupt Modine’s ordinary business activities.

Any impact resulting from these matters is not reflected in the company’s most recent financial outlook and earnings guidance outlined in its October 18, 2007, earnings release. The company is not updating this guidance at this time. The company intends to provide an update to its financial outlook, as well as additional detail with respect to these matters, in conjunction with the release of its fiscal 2008 third quarter results in late January 2008.

About Modine
Modine, with fiscal 2007 revenues from continuing operations of $1.7 billion, specializes in thermal management systems and components, bringing highly engineered heating and cooling technology and solutions to diversified global markets. Modine products are used in light, medium and heavy-duty vehicles, heating, ventilation and air conditioning equipment, industrial equipment, refrigeration systems, fuel cells, and electronics. The company employs approximately 7,800 people at 33 facilities worldwide. For more information about Modine, visit www.modine.com.

Forward-Looking Statements
Statements made in this press release regarding future matters are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on Modine’s current expectations. The company’s actual results, performance or achievements may differ materially from those expressed or implied in these statements because of certain risks and uncertainties, including the completion of the company’s impairment analysis; its determination regarding the realizability of deferred tax assets; the finalization of the company’s restructuring plans; its ability to successfully implement any such restructuring plan and drive cost reductions as a result; its ability to continue to service its customers during the implementation of any restructuring plan; the avoidance of inefficiencies in the transition of products from plants to be closed to plants continuing in operation; factors impacting the Original Equipment — North America segment operating results; the ability of the company, its customers and suppliers to achieve projected sales and production levels; unanticipated product or manufacturing difficulties; international economic changes and challenges; and other factors affecting the company’s business prospects discussed in filings made by the company, from time to time, with the Securities and Exchange Commission including the factors discussed in Item 1A, Risk Factors, and in the “Forward-Looking Statements” section in Item 7 of the company’s most recent Annual Report on Form 10-K and its quarterly reports on Form 10-Q. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.

# # #