Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - MODINE MANUFACTURING CO | ex10_1.htm |
| EX-99.1 - EXHIBIT 99.1 - MODINE MANUFACTURING CO | ex99_1.htm |
| EX-10.3 - EXHIBIT 10.3 - MODINE MANUFACTURING CO | ex10_3.htm |
| EX-10.2 - EXHIBIT 10.2 - MODINE MANUFACTURING CO | ex10_2.htm |
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
21, 2009
Modine
Manufacturing Company
Exact
name of registrant as specified in its charter
|
Wisconsin
|
1-1373
|
39-0482000
|
|
State
or other jurisdiction of incorporation
|
Commission
File Number
|
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
|
Check the
appropriate below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following
provisions.
o Written
communications pursuant to Rule 425 under the Securities Act
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
TABLE OF
CONTENTS
|
Item
1.01
|
Entry
into a Material Definitive
Agreement
|
|
Item
8.01
|
Other
Events
|
|
Item
9.01
|
Financial
Statements and Exhibits
|
Signature
INFORMATION TO BE INCLUDED
IN THE REPORT
|
Item
1.01
|
Entry
into a Material Definitive
Agreement
|
On
December 21, 2009, Modine Manufacturing Company (the "Company" or "Modine")
entered into the following agreements:
|
|
·
|
Fourth
Amendment to Credit Agreement dated as of December 21, 2009 (the “Fourth
Amendment”) amending the Amended and Restated Credit Agreement (the
“Credit Agreement”) with JPMorgan Chase Bank, N.A. (successor by merger to
Bank One, NA (main office Chicago)), a national banking association
(“JPMorgan”), as Swing Line Lender, as LC Issuer and a lender and as Agent
and Bank of America, N.A., M&I Marshall & Ilsley Bank, Wells Fargo
Bank, N.A., Dresdner Bank AG (Commerzbank AG), U.S. Bank, National
Association and Comerica Bank (the
“Lenders”);
|
|
|
·
|
Fifth
Amendment to Note Purchase Agreement (2006) dated as of December 21, 2009
(the “Fifth 2006 Senior Note Amendment”) amending the Note Purchase
Agreement dated as of December 7, 2006 (the “2006 Note Purchase
Agreement”), as amended, pursuant to which the Company issued $50,000,000
of 5.68% Senior Notes, Series A due December 7, 2017 and $25,000,000 5.68%
Senior Notes, Series B due December 7, 2017 (the “2006 Notes”);
and
|
|
|
·
|
Fifth
Amendment to Note Purchase Agreement (2005) dated as of December 21, 2009
(the “Fifth 2005 Senior Note Amendment”) amending the Note Purchase
Agreement dated as of September 29, 2005 (the “2005 Note Purchase
Agreement”), as amended, pursuant to which the Company issued $75,000,000
of 4.91% Senior Notes due September 29, 2015 (the “2005
Notes”).
|
The
Fourth Amendment, the Fifth 2006 Senior Note Amendment and the Fifth 2005 Senior
Note Amendment are referred to herein collectively as the
“Amendments.” The Company entered into the Amendments to amend
certain provisions of the Credit Agreement, the 2006 Note Purchase Agreement and
the 2005 Note Purchase Agreement.
Pursuant
to the terms of the Amendments:
|
|
·
|
The
Company may sell the stock of Modine Climate Systems GmbH to Modine
Holding GmbH in exchange for a promissory note issued by Modine Holding
GmbH to the Company in an amount not less than €20
million;
|
|
|
·
|
All
intercompany transactions among the members of the Modine Holding
Consolidated Group are permitted as is the creation, dissolution or
liquidation of Subsidiaries of Modine Holding GmbH, without
restriction. The definition of Modine Holding Consolidated
Group was revised to include Modine Holding GmbH and all its existing and
permitted direct and indirect
Subsidiaries;
|
|
|
·
|
The
Company may form a new subsidiary in Korea and invest up to $2.5 million
to continue operations (anticipated to be off-highway powertrain cooling
and engine-related products) in Korea after the sale of Modine Korea LLC);
and
|
|
|
·
|
The
limit on funds allowed to be held in deposit accounts at non-Lender group
banks was increased to $1.0 million domestically and $7.5 million
internationally.
|
1
The
foregoing description of the Amendments is qualified in its entirety by the
Fourth Amendment to Credit Agreement, the Fifth Amendment to Note Purchase
Agreement (2006), and the Fifth Amendment to Note Purchase Agreement (2005),
which are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2 and
10.3, respectively.
|
Item
8.01
|
Other
Events
|
On
December 23, 2009, the Company completed the previously announced sale of 100%
of the shares of Modine Korea LLC, the Company’s Korean-based vehicular HVAC
business, to KB Synthetics Company Limited.
On
December 23, 2009, the Company issued a press release announcing the closing of
the transaction. A copy of the press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
|
Item
9.01
|
Financial
Statements and Exhibits
|
|
|
(d)
|
Exhibits
|
|
Exhibit
No.
|
Description
|
|
10.1
|
Fourth
Amendment to Amended and Restated Credit
Agreement
|
|
10.2
|
Fifth
Amendment to Note Purchase Agreement
(2006)
|
|
10.3
|
Fifth
Amendment to Note Purchase Agreement
(2005)
|
|
99.1
|
Press
Release dated December 23, 2009
|
2
SIGNATURE
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/ Margaret C.
Kelsey
|
|
|
Margaret
C. Kelsey
Vice
President, Corporate Development and
General
Counsel and Secretary
|
Date:
December 23, 2009
3
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
Fourth
Amendment dated as of December 21, 2009 to Amended and Restated Credit
Agreement
|
|
Fifth
Amendment to Note Purchase Agreement (2006) dated as of December 21,
2009
|
|
Fifth
Amendment to Note Purchase Agreement (2005) dated as of December 21,
2009
|
|
Press
Release dated December 23, 2009
|
4