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 19, 2002
MODINE MANUFACTURING COMPANY
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(Exact name of registrant as specified in its charter)
Wisconsin 1-1373 39-0482000
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1500 DeKoven Avenue, Racine, Wisconsin 53403
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code: (262) 636-1200
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
An Exhibit Index appears on Page 2 herein.
Page 1 of 6 pages
Item 5. Other Information.
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On July 17, 2002, Modine's Board of Directors authorized the
redemption of the rights issued pursuant to the Company's 1986
Shareholder Rights Plan, which was renewed in 1996.
A copy of the relevant news release is attached hereto as
Exhibit 20.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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Reference Number
per Item 601 of
Regulation S-K Page
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1 Not applicable.
2 Not applicable.
4(a) 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,
2002).
4(b)(i) Rights Agreement Amendment No. 1 dated
as of January 18, 1995 between the
Registrant and First Chicago Trust
Company of New York (Rights Agent)
(filed by reference to the Registrant's
Annual Report on Form 10-K for the
fiscal year ended March 31, 2000).
4(b)(ii) Rights Agreement Amendment No. 2 dated
as of January 18, 1995 between the
Registrant and First Chicago Trust
Company of New York (Rights Agent)
(filed by reference to the Registrant's
Annual Report on Form 10-K for the
fiscal year ended March 31, 2000).
4(b)(iii) 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 Registrant's
Annual Report on Form 10-K for the
fiscal year ended March 31, 2001).
Reference Number
per Item 601 of
Regulation S-K Page
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4(b)(iv) Rights Agreement Amendment No. 4 dated
as of November 10, 1997 between the
Registrant and Norwest Bank Minnesota,
N.A., [now known as Wells Fargo Bank
Minnesota, N.A.] (Rights Agent) (filed
by reference to the Registrant's Annual
Report on Form 10-K for the fiscal year
ended March 31, 2002).
4(c) Bank One Credit Agreement dated
April 17, 2002 (filed by reference to
the Registrant's Annual Report on Form
10-K for the fiscal year ended March 31,
2002).
Note: The amount of long-term debt
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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. 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 Manufacturing 6
Manufacturing Company dated
July 19, 2002.
23 Not applicable.
24 Not applicable.
27 Not applicable.
*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 22, 2002
MODINE MANUFACTURING COMPANY
By: D. R. JOHNSON
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D. R. Johnson, Chairman
and Chief Executive Officer
By: D. R. ZAKOS
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D. R. Zakos, Vice President,
General Counsel, and
Secretary