UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): OCTOBER 29, 2004
TRANSPRO, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-13894 34-1807383
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(State or Other (Commission File No.) (I.R.S. Employer
Jurisdiction Identification No.)
of Incorporation)
100 GANDO DRIVE, NEW HAVEN, CONNECTICUT 06513
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(203) 401-6450
N/A
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(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):
[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 7.01. REGULATION FD DISCLOSURE.
On October 29, 2004, Transpro conducted an investor presentation
relating to the transaction contemplated by the letter of intent described
below. The investor presentation materials are attached as Exhibit 99.1 hereto.
ITEM 8.01. OTHER EVENTS.
On October 29, 2004, Transpro announced that it had entered into a
letter of intent with Modine Manufacturing Company providing for the merger of
Transpro and Modine's aftermarket business and the simultaneous sale of
Transpro's heavy duty OEM business to Modine. There can be no assurance that the
transaction will be completed, or as to its ultimate timing and terms. A copy of
the press release announcing the execution of the letter of intent is attached
as Exhibit 99.2 hereto and a copy of the letter of intent is attached as Exhibit
99.3.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
EXHIBIT NO. DESCRIPTION
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99.1 Investor presentation, dated October 29, 2004.
99.2 Press release, dated October 29, 2004.
99.3 Letter of Intent dated October 28, 2004
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: October 29, 2004
TRANSPRO, INC.
By: /s/ RICHARD A. WISOT
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Richard A. Wisot
Vice President, Treasurer, Secretary
and Chief Financial Officer
