SCHEDULE
A14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
|
Filed
by the Registrant /ü/
Filed
by a Party Other than the Registrant / /
Check
the appropriate box: |
|
|
[ ]
Preliminary Proxy Statement
[ ]
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
|
|
[ ]
Definitive Proxy Statement |
|
|
[ ]
Definitive Additional Materials |
|
|
[ü]
Soliciting Material Pursuant to Section 240.14a-2. |
|
Modine
Manufacturing Company
(Name of
Registrant as Specified In Its Charter)
______________________________________________________________________________
(Name of
Person(s) Filing Proxy Statement if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[ü] No fee
required.
[ ]
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11
(1) Title
of each class of securities to which transaction applies:
______________________________________________________________________________
(2)
Aggregate number of securities to which transaction applies:
______________________________________________________________________________
(3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
______________________________________________________________________________
(4)
Proposed maximum aggregate value of transaction:
______________________________________________________________________________
(5) Total
fee paid:
______________________________________________________________________________
[ ]
Fee paid previously with preliminary materials.
[ ]
Check box if any part of the fee is offset as proved by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
______________________________________________________________________________
(2) Form,
Schedule or Registration Statement No.:
______________________________________________________________________________
(3)
Filing Party:
______________________________________________________________________________
(4) Date
Filed:
May 19,
2005
Filed by
Modine Manufacturing Company
Pursuant
to Rule 14a-12 under the
Securities
Exchange Act of 1934
Subject
Company: Modine Manufacturing Company
Commission
File No. 1-1373
On May
18, 2005 Transpro, Inc. ("Transpro") sent the following communication to its
associates. On May 19, 2005 it was also provided to Modine who sent it to
certain of its employees:
[Transpro
Logo]
May 18,
2005
TO: All
Transpro Associates
FROM: Charley
Johnson
SUBJECT: Merger
Update
We took a
significant step toward completing our merger with Modine Aftermarket by filing
the initial S-4 document with the Securities and Exchange Commission (SEC) on
May 2, 2005. The S-4 filing is required because Transpro's shareholders need to
vote on the merger and Transpro is issuing stock to Modine's shareholders in the
transaction. The SEC’s timeframe for review of the document and completion of
this process cannot be determined with certainty, but we presently expect to
close the merger late in the second quarter or early in the third quarter of
calendar 2005, subject to customary conditions.
There has
been a great deal of planning for Day 1 activities (the day Modine and Transpro
merge) and beyond. These activities include Information Technology conversions,
product and facility reviews, Associate and customer communications-- to mention
just a few. This planning process is important to our Associates and customers
as the closing is expected to occur in the middle of our summer season, so we
need to make this transition as seamless as possible for everyone.
It is
clear from the planning process that our new company will offer many advantages
for our customers. We will have more product lines to offer, from a wider
variety of cores for industrial applications, to complete radiators for our
Heavy Duty Aftermarket customers. The way we fulfill customer orders is now
being enhanced by a state of the art distribution facility in Southaven, MS
managed by UPS. This cost efficient operation will provide better order fill
rates for our customers and better replenishment for our branches.
Transpro
is close to legally finalizing the new corporate name and tag line. This process
has been very complex since it involved not only approval in the USA but in
Europe and Mexico as well. The name will be released by incorporating it into
the final S-4.
Modine
and Transpro management teams are continuing to finalize the organization,
especially at the field sales and operations level. The final organization will
be announced close to the time that the merger occurs.
It is
important to note that the strengths of our new combined company, coupled with
the fact this has been another soft selling season so far, may be forcing our
competitors to use unprofessional tactics to attack us on a local level. This is
to be expected and we will redouble our efforts, as we always have, to insure
our customers understand our position by our actions as well as our continued
friendship. Remember that we often say, “We will be successful together”, and
that includes our customers!
Finally,
continue doing business as you always have. We are approaching our peak selling
months. Continue to promote, create customer contacts, and be wise in your
actions. Remember that you are the representative of our company and it is
always appropriate to act in our mutual best interests. There is not value for
you or the company by engaging in “conjecture” or attempting to be “all knowing”
regarding the progress of the merger. Differentiate yourself with the best
customer and delivery service our customers can possibly get. Make that extra
effort to solve the customer’s problem allowing them to make more money. When a
customer makes money dealing with our company they will return again and again.
Let’s be strong contributors now, and we will insure an even stronger future for
our new combined company.
Charley
Johnson