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): DECEMBER 15, 2004 TRANSPRO, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-13894 34-1807383 - --------------------- --------------------------- ------------------------ (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 ----------------------------------------- (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): [ ] 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 8.01. OTHER EVENTS. On December 15, 2004, Transpro and Modine Manufacturing Company signed a modification to the letter of intent dated October 28, 2004, relating to the proposed merger of Transpro and Modine's aftermarket business and the simultaneous sale of Transpro's heavy duty OEM business to Modine. Under the letter as modified, the parties anticipate executing definitive agreements concerning the transaction as soon as practicable following the execution of the modification. The modification letter also extends the exclusivity period from December 15, 2004 to January 17, 2005. A copy of modification to the letter of intent is attached as Exhibit 99.1 hereto ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits: EXHIBIT NO. DESCRIPTION ----------- --------------------------------------------------------- 99.1 December 15, 2004 Modification to the 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. TRANSPRO, INC. Date: December 15, 2004 By: /s/ RICHARD A. WISOT -------------------------------- Richard A. Wisot Vice President, Treasurer, Secretary and Chief Financial Officer
