Filed by Transpro, Inc. pursuant to Rule 425 under the Securities Exchange Act of 1933, as amended, and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Modine Aftermarket Holdings, Inc., a wholly owned subsidiary of Modine Manufacturing Company Commission File No.: 1-13894 FORWARD-LOOKING STATEMENTS This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the benefits of the transaction, including future financial and operating results, plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of Transpro's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. When used in this filing the terms "anticipate," "believe," "estimate," "expect," "may," "objective," "plan," "possible," "potential," "project," "will" and similar expressions identify forward-looking statements. Due to the foregoing conditions and other factors, there can be no assurance that the transaction will be completed, or as to its ultimate timing and terms. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (1) the possibility that the companies may be unable to obtain required corporate and regulatory approvals or to satisfy other conditions for the transaction; (2) the risk that the businesses will not be integrated successfully; (3) the risk that the cost savings and any revenue synergies from the transaction may not be fully realized or may take longer to realize than expected; (4) disruption from the transaction making it more difficult to maintain relationships with clients, employees or suppliers; (5) the transaction may involve unexpected costs; (6) increased competition and its effect on pricing, spending, third-party relationships and revenues; (7) the risk of new and changing regulation in the U.S. and internationally; (8) the possibility that Transpro's businesses may suffer as a result of the transaction; and (9) other uncertainties and risks beyond the control of Transpro. Additional factors that could cause Transpro's results to differ materially from those described in the forward-looking statements can be found in the Annual Report on Form 10-K of Transpro, in the Quarterly Reports on Forms 10-Q of Transpro, and Transpro's other filings with the SEC. Transpro assumes no obligation and expressly disclaims any duty to update information contained in this filing except as required by law. ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT In connection with the transaction, a registration statement on Form S-4 that contains a preliminary proxy statement/prospectus-information statement regarding the proposed transaction was filed by Transpro with the SEC on May 2, 2005. Stockholders are urged to read the proxy statement/prospectus-information statement and any other relevant documents filed with the SEC because they will contain important information about Modine, Transpro and the transaction. The final proxy statement/prospectus-information statement will be mailed to stockholders of Transpro and Modine. Stockholders will be able to obtain a free copy of the proxy statement/prospectus-information statement, as well as other filings containing information about Modine and Transpro, without charge, at the SEC's Internet site (http://www.sec.gov) and the companies' respective Internet sites at www.modine.com and www.transpro.com. Modine, Transpro, and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies in respect of the transaction. Information regarding Modine's directors and executive officers is available in its proxy statement filed with the SEC by Modine on June 14, 2004. Information regarding Transpro's directors and executive officers, as well as the interests of participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings and otherwise, is available in the proxy statement/prospectus-information statement that is a part of the registration statement on Form S-4 filed by Transpro with the SEC on May 2, 2005. * * * The following is a transcript of a conference call given by Transpro, Inc. on May 13, 2005: TRANSPRO INCORPORATED MODERATOR: ERIC BOYRIVEN MAY 13, 2005 9:00 AM CT Operator: Good morning. My name is (Janice) and I will be your conference facilitator. At this time I would like to welcome everyone to the Transpro, Inc. first quarter 2005 earnings conference call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks there will be a question and answer period. If you would like to ask a question during this time, simply press star then the number 1 on your telephone keypad. If you would like to withdraw your question, press star then the number 2 on your telephone keypad. Thank you, Mr. Boyriven. You may begin your conference. Eric Boyriven: Thank you operator and good morning everyone. I would like to welcome you to the Transpro conference call. We're here to discuss the company's first quarter 2005 results which were reported yesterday after the close of the market. With us from management today are Charlie Johnson, President and Chief Executive Officer, and (Richard) Wisot, Chief Financial Officer. Just a word about procedures before we begin. After management has made its formal remarks we will take your questions. Also please note that in this morning's conference call, management may reiterate forward looking statements that were made in the press release. In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, I would like to call your attention to the risks related to these statements, which are more fully described in the press release and in the company's filings with the Securities and Exchange Commission. In addition, the subject matter in this conference call that relates to the transaction with Modine is also addressed in the preliminary proxy statement/prospectus information statement filed with the SEC as part of a form S4 registration statement on May 2, 2005. We urge you to read it, because it contains important information about the transaction. Information about the participants is also contained in the preliminary proxy material filed as part of the form S4. That document, and other SEC filings, can be obtained for free at the SEC's Web site and from Transpro and Modine. With these formalities out of the way, I would like to turn the call over to Charlie Johnson. Charlie, please go ahead. Charles Johnson: Thank you, Eric. Good morning everyone, and welcome to our first quarter conference call. During our fourth quarter conference call, we noted that 2005 would be a transitional year for Transpro as we began to address the opportunities presented to us by the previously announced pending merger with the Modine aftermarket business and sale of our heavy duty OEM business unit to Modine. We also indicated that we anticipated substantial challenge as we address a highly competitive marketplace in a time of softening overall market conditions, characterized by high fuel prices, high material costs, shifting customer buying patterns, higher interest rates and declining consumer confidence. With the first quarter behind us now, this is in fact playing out. We continue to implement our business strategy, completing the sale of our heavy duty OEM business to Modine during the period, and making additional progress towards the completion of the Modine transaction including the initial submission of our S4 registration statement to the SEC. Operationally, conditions in most of our markets were for the most part as expected. In a word, difficult. Our automotive and light truck group additionally saw mild weather conditions and strong pricing pressure, which impacted the business during the period. The underlying sell-through demand levels were down at many of our customers on both heat exchange and temperature control products. And this caused them to further defer their normal purchases. As a result, sales in this group declined by 4%, even with the addition of a major new customer during the period for our temperature control products. We did see strength in our heavy duty aftermarket business, with sales growth of 7.4%, as our products and customer programs continue to gain traction. The net result was a 2.3% decline in total company sales. The good news for this period is that our first quarter also saw us continue to benefit from our cost reduction program, thus allowing us to show improvement in our gross margins during the quarter despite the decline in sales volume, record commodity costs, and the aforementioned pricing pressures. While gross margins improved, our operating performance was affected by increased SG&A costs that (Rick) will address in more detail. These factors resulted in an operating loss for the quarter of $1.9 million, of which $.3 million represented one-time charges related to the opening of our new state-of-the-art warehouse facility in Southaven, Mississippi. As we've said in the past, we believe this new warehouse program will generate significant operating savings once completed. While we can never condone operating losses in any period, we believe our current activities are important to posturing the business for the future, particularly in light of the pending merger transaction. Combining all factors for the quarter, including the operating loss, the $.8 million after tax income from discontinued operations - that would be the heavy duty OEM business transaction - and the $3.9 million after tax gain from the sale of our heavy duty OEM business, net income reached $2.5 million or 35 cents per basic and diluted share for the quarter, compared to a comparable net loss for a year ago of $.6 million or nine cents per basic and diluted share. I'll be back a bit later to discuss our outlook. But first I'll hand the call over to Rich Wisot to walk you through our financial results. Rich? Rich Wisot: Thank you, Charlie, and good morning everyone. Before I begin I would like to take this opportunity to remind everyone that as previously announced the company completed the sale of its heavy duty OEM business on March 1, 2005. Consequently, the results of operations for our heavy-duty OEM business will be reported as a discontinued operation and the statements of operations and related financial statement disclosures for all prior periods will be restated to present the heavy-duty OEM business as a discontinued operation. Our discussion and comments that follow are of continuing operations unless we note otherwise. Net sales for the first quarter of 2005 were $48.3 million, compared to net sales of $49.4 million in the first quarter of last year, or a decline of 2.3%. Net sales within the automotive and light truck group decreased 4% to $40.4 million from $42.1 million a year ago. Heat exchange product sales decreased 4.2%, reflecting lower demand caused by overall market softness and continuing competitive pricing pressure. Temperature control product sales were 2.2% lower than the prior period. Despite the impact of new customers added over the past year, temperature control unit demand was unfavorably impacted by changed customer buying patterns, customers' desire to lower inventory levels, a shrinking marketplace due to improved OEM quality, and customer buying hesitation due to two years of soft sales. As a result operating income in the automotive and light truck segments was $700,000, or 1.8% of sales, versus operating income of $1.8 million or 4.3% of sales in the first quarter of 2004. This year's operating income for the automotive and light truck group also included $300,000 of restructuring and other special charges as a result of the relocation of inventory from Memphis, Tennessee to Southaven, Mississippi associated with the opening of our new distribution facility at that site as we previously announced. In the heavy duty group, net sales were $7.9 million, compared to $7.4 million a year ago, an increase of 7.4%. This increase in sales reflects the continued strength in the market served by this segment, and our ability to pass along to customers a portion of commodity cost increases as well as increased market penetration of new product programs. Despite the growth in sales, we controlled our operating expenses in this segment, narrowing the heavy duty group operating loss to $300,000 versus an operating loss of $800,000 in the first quarter of 2004. Consolidated gross margin in the first quarter of 2005 was $9 million, or 18.6% of sales, versus a consolidated gross margin of $8.8 million or 17.8% of sales in the first quarter of 2004. The improvement in consolidated gross margin reflects the benefits of cost reduction initiatives implemented by us over the past several years, as well as additional actions to offset cost increases in our heavy duty group. These factors, somewhat offset by competitive pricing pressure within the automotive and light truck group as well as further increases in commodity costs which impacted all business segments. Selling, general and administrative expenses were $10.6 million or 21.9% of sales, compared with $9.4 million or 19.1% of sales in the first quarter of last year. The increase in SG&A expense is related to the costs of implementing Sarbanes-Oxley compliance measures as well as higher health care related costs which we don't see as ongoing, increased freight costs due to higher fuel prices, and costs associated with planning our pending merger. With respect to the merger related costs, we are making investments now so that we can accelerate the implementation of post-merger synergy programs. The company reported an operating loss from continuing operations for the first quarter of 2005 of $1.9 million versus an operating loss of $600,000 in the first quarter of last year. As I mentioned before, the results in the first quarter of this year include $300,000 in restructuring charges due to the inventory relocation from Memphis to Southaven, Mississippi associated with the opening of this new distribution facility. As previously announced, in conjunction with the relocation the company expects to incur approximately $400,000-$500,000 in total one-time restructuring charges in the first half of 2005 in relation to this move. However, once the relocation has been completed, the company anticipates annual savings substantially in excess of these one-time charges. Interest expense in the first quarter of 2005 was $1.5 million, versus $800,000 in the first quarter of 2004, due to the impact of higher discounting charges from our expanded participation in customer-sponsored vendor payment programs and higher average interest rates which more than offset the impact of lower average debt levels. The company recorded a loss from continuing operations of $2.4 million, or 32 cents per basic and diluted share in the first quarter of 2005, compared to a loss from continuing operations of $1.4 million, or 19 cents per basic and diluted share in the first quarter of 2004. Including income from discontinued operation, which in this case is the heavy duty OEM business unit sold to Modine in march, of $800,000 or 12 cents per basic and diluted share, and an after tax gain on the sale of the heavy duty OEM business of $3.9 million or 55 cents per basic and diluted share, net income for the first quarter of 2005 was $2.5 million, or 35 cents per basic and diluted share. In the first quarter of 2004, the company reported a net loss of $600,000 or nine cents per basic and diluted share, which include income from discontinued operations of $700,000 or ten cents per basic and diluted share. Cash flow used in operating activities was $7 million in the first quarter of 2005. This was comprised of $7.9 million utilized by continuing operations, and $900,000 generated by discontinued operations prior to the sale of the heavy duty OEM assets. During the first three months of 2004, operations generated $8.1 million of cash flow. The period to period difference in cash flow is primarily attributable to changes in accounts receivable and inventories, which I will discuss shortly. At the end of the first quarter of 2005, our total debt position was $37.9 million, compared to $44 million at the end of 2004 and $44.1 million at the end of the first quarter of 2004. Now I'll provide some other balance sheet highlights. Accounts receivable for the first quarter of 2005 were $38.1 million, compared with $34.4 million at December 31, 2004 and $44.8 million at the end of the 2004 first quarter. The increase in first quarter 2005 accounts receivable of $3.7 million from the December 31 2004 levels is attributable to the seasonal nature of the automotive and light truck temperature control sales. We continue to accelerate the collection of customer receivables utilizing a cost effective customer sponsored vendor payment program administered by financial institutions in an effort to offset the continuing trend towards longer customer dating terms by several blue chip customers. As of March 31, 2005 accounts payable with $33.6 million compared to 26.6 million at December 31, 2004 and 34.7 million at March 31, 2004. Inventories at March 31, 2005 were $77.9 million versus $71.2 million at December 31, 2004 and $70 million at March 31, 2004. The increase in inventories in the first quarter is primarily related to typical seasonal patterns but were compounded by a softer than anticipated marketplace demand. We believe inventory levels are higher than necessary and we will remain focused throughout the remainder of 2005 on managing inventory levels to better align them with current marketing conditions as well as the impact of the pending merger with the aftermarket business of Modine Manufacturing. Net capital expenditures were $2.5 million in the first quarter of 2005 compared with $700,000 in the first quarter of last year. The capital spending increase is primarily related to the opening of our new distribution center located in Southaven, Mississippi as well as a new oven to support the relocation of aluminum heater production from Buffalo to Nuevo Laredo Mexico. We expect the capital expenditures for the year will be between $7 and $8 million exclusive of any spending requirements associated with the pending merger. This level is higher than usual reflecting the addition of the new warehouse and the move of our aluminum heater operations to Mexico. Depreciation and amortization was $1.1 million in the first quarter of 2005 compared to $1.2 million for the same period in 2004. I will now turn the call back to Charlie. Charles Johnson: Thank you Rich. As I mentioned in our earnings press release, the real story described in Transpro future is the merger transaction pending with Modine aftermarket business. Having completed the first step with the sale of the OEM business. As the initial S4 has been filed with the SEC, we encourage all shareholders to review this public information. We currently anticipate that the final S4 will be mailed to shareholders in late May or early June and that with shareholder approval, the transaction would likely close late in the second quarter or early in the third quarter. Having said this however, in the meantime we continue to initiate measures to improve our customer effectiveness and lower our overall costs. During the quarter we announced the opening of the state-of-the-art distribution facility in Southaven, Mississippi aimed at increasing our distribution efficiency and better serving our customer's needs. This facility is scalable upwards based on future needs. And the transition to its full use will be complete by the end of May. Additionally we announced the close of our aluminum heater plant in Buffalo and began to implement a plan for the consolidation of this production into our operations in Nuevo Laredo, Mexico, a move designed to further and significantly reduce our overall production costs. This closure was not an easy decision for us as our associates in Buffalo have made great efforts in working towards competitiveness. However, the reality of the global supply conditions we all must face in today's world set the bar for achievement very high resulting in the necessity of this action. On the customer side, we further expanded our temperature control business in the quarter by adding a new large customer which has the potential to ultimately be our largest customer in this product segment. As we have described, customer demand levels in the first quarter were less than desirable resulting in more inventory than we would like. Moving into the seasonally stronger second quarter however, it's possible that with favorable weather conditions we will see improved demand beyond normal seasonality as these customers increase their orders to refill their lower than normal inventories on some products. Nonetheless, we will be monitoring this carefully and plan to adjust inventory levels consistent with demand and with the needs of the business as we approach the close of the pending merger. In this context, we are committed to providing fully seamless transition for all of our customers and we'll monitor our order fill activity with great care. We have worked hard to achieve a great customer service reputation with order fill rates equal to the best in the aftermarket industry. And we intend to further improve that performance as we move forward. Within our heavy-duty aftermarket group, we are continuing to see strong demand all across the market. We will continue to build our presence in this market through new product introductions and marketing programs as we address the seasonally stronger selling periods of the year. With regard to the full year 2005 performance, we expect current and unfavorable market dynamics and merger planning activities will continue to effect our near term operating results. However, as stated in previous reports, we expect that assuming merger completion and reasonable market conditions the gain on the sale of our heavy-duty OEM business in combination with the expected favorable impact of negative goodwill accounting related to the Modine aftermarket merger will allow us to report net income in 2005. Beyond 2005 we look forward to reaping the benefits of the merger and beginning to achieve the requisite improved operating performance. At this point our studies have further supported our projection of synergies in the merger in excess of $20 million annually after the restructuring period along with our estimates for $10 to $14 million in restructing costs over an 18 month period. With that I'd like to turn the call open for questions. Operator? Operator: At this time, I would like to remind everyone if you would like to ask a question, press star then the number 1 on your telephone keypad. We'll pause for just a moment to compile the Q&A roster. Your first question comes from David Cohen at Athena Capital Management. David Cohen: Good morning guys. Charles Johnson: Good morning David. David Cohen: So I have two sort of line item questions and then one slightly larger question about the operating outlook. Charles Johnson: Sure. David Cohen: The first line item question is if I were to annualized the interest expense line and compare that to the period ending debt outstanding, it would come to an extremely high effective interest rate. And Rich, I'm wondering if you can sort of walk us through an on forward-looking basis, what we should expect the interest expense line to look like. Rich Wisot: Okay. It's - we are in a period of certainly from the prior year, higher rate environment. And the - our program with several of our customers in terms of accelerating our receivable collections because of the extended terms that they have insisted upon to the industry raises the interest level quite a bit and becomes a greater portion of the interest expense line. Now in a interest rate environment, an increasing environment, what we are doing is paying effectively a discount today. And if we were to carry it to the maturity or the term of that receivable, it's likely that the rates would be much higher. So it is cost efficient to do it. Looking out, it's probably the rule of thumb is going to be close to probably twice the prior year's interest cost. David Cohen: Even though we got proceeds from the sale of the division? Rich Wisot: That's correct. Because of - it's offsetting the lower average debt levels by the higher interest rates that we're seeing. David Cohen: Okay. And then in terms of the G&A line, obviously there were some things in there that are non-recurring and some things in there that are unfortunately not so non-recurring. Could you sort of try and normalize it a little bit for us on a going forward basis? For instance, how much was Sarbanes-Oxley in the quarter and what's the curve on that going to look like in terms of when those expenses will pop out and start to decline? Rich Wisot: Well with respect to Sarbanes-Oxley, that is a program that the company has begun to become compliant. And that will continue throughout the year and is likely to - certainly will continue into the following year with respect to the pending merger locations. We did have as we mentioned, higher healthcare costs that we don't feel will be ongoing. So we feel that it's probably 1/3 of the increase is Sarbanes-Oxley related. A third would be healthcare and 1/3 would be other. And we see the operating expenses were only slightly over the fourth quarter. And that was primarily Sarbanes-Oxley as well as healthcare. David Cohen: Okay and the other - the third - the other, a fair amount of that is might - there might be some in the next few quarters. But on a long term basis it's non-recurring? Rich Wisot: Yes. The other includes freight because of the higher gas prices that we've seen. So certainly as a percentage of sales, the freight cost is slightly higher right now. David Cohen: And then putting it all together and given that obviously seasonality worked against you in this quarter and that there seems to have been some customer inventory takedown, would you venture to say that on an operating basis this is likely to be the worst quarter of the year? Rich Wisot: I think the - I think as Charlie certainly outlines, we see a continuation right now. But also we see our customers with very low levels of inventory and we see their customers putting right now, very soft demand on that. So the marketplace that they serve is quite soft right now. Charles Johnson: Let me also address that David, I think that historically the first quarter and the fourth quarter are our two softest periods of the year. So it's fair to say and the - and both those quarters are always very difficult to forecast based on customer demand levels and sell through. So in general that's how this business runs. We had a very strong fourth quarter. How much did that effect the first quarter? We don't think it probably affected a lot. We think that the oil prices that people are seeing in the marketplace are starting to impact the numbers a little bit. We're - certainly consumer confidence going down a bit is another factor that's going to effect this marketplace going forward. At this point the thing that would negatively impact us going forward would be further price pressure from customers particularly in the automotive and light truck group. We do see continued pressure in that area. However, having said that, I think from a sales standpoint, the first quarter is certainly going to be as we see it right now, the - by far the softest quarter. David Cohen: Okay, thanks. And one last follow-on and then I'll move out of the way. Charles Johnson: David, could I just add to what Rich said... David Cohen: Sure. Charles Johnson: ...is that going to go with regard to the interest rate question you asked? Another factor that changes that number year over year is the fact that more customers came on to those cost-effective programs that we're using in the second half of the year which effectively provides more of a year over year change in the number. And that's another reason for the stale change in interest. David Cohen: Are you seeing - obviously this wouldn't be the case year over year, but 1Q over - well actually 2Q over 1Q, are you seeing any sort of moderation in terms of the price pressures on you from raw material? Charles Johnson: We are in terms of raw materials. The cost pressures we've seen in the first quarter in some cases were the highest we've seen in particular with copper. Copper actually hit some new highs in the first quarter. Some of the experts are projecting that that's going to back off a little bit. However, an awful lot of world demand right now is being driven by what's going on in China with regard to steel, with regard to other commodities. So we're - at this point, we're not planning to see it significantly lower; however, my guess is we'll start to see some easing in few of the commodities that we're buying. So with regard to the pricing pressure in the marketplace, we have - we continue to have a very competitive environment and we will continue to be aggressive ourselves in being sure that we retain our position and grow our position as we go forward. David Cohen: Thanks very much. Charles Johnson: Thank you, David. Operator: Your next question comes from Frank Magdlen of The Robins Group. Frank Magdlen: Good morning. Charles Johnson: Good morning, Frank. Man: Good morning. Frank Magdlen: When you get finished or can you help us out of maybe two or three or four quarters after cost savings and your plan really gets going? Where are you - what should we look for in the way of gross margins? Is there a goal out there yet that you're willing to go public with? Charles Johnson: We haven't provided any guidance on that yet, Frank. But I can tell you that we're pretty comfortable with our business and our opportunity to take advantage of the economies of scale we'll be seeing, particularly in the North American business. It will allow us to retain our improved margins as we go forward, that's our objective. You know, a long time ago, we said that we wanted to try and achieve this business industry-leading margins. One of our basic five values is to have exceptional returns for our shareholders. And to us, that means we're after ultimately returns in the 5% to 7% to 8% range after-tax. Now we certainly haven't achieved that today. We had a pretty darn good year last year in terms of progress. We haven't achieved those kinds of goals yet but ultimately, after we do this deal and after we start to look at other strategic deals, we're going to build a business that we can all be proud of. Frank Magdlen: And essentially, if I understood, your cost savings of about $20 million, that's over about an 18-month period? Charles Johnson: That's correct. Frank Magdlen: All right. Thank you. Operator: Once again, to ask a question, press star, then the number 1 on your telephone keypad. At this time, there are no further questions. I would like to turn the conference back over to management for closing remarks. Charles Johnson: Thank you. It is an exciting time for our company and its people. With the pending merger, we will have a new stronger company vehicle, capable of achieving superior performance compared to either company on its own, and with the financial strength to support growth in the business. This will prospectively bode well for all of the people of the new company who have worked hard to help us achieve this new place and who are, as we speak, planning for the transition ahead. We thank them for their efforts and as we often say, we will be successful together. We also wish to thank our shareholders, our financial institutions, and our Board, for without their ongoing support, we would not have achieved this important business milestone. We believe the merger - pending merger provides the new levels of opportunity for our company and its stakeholders and we are all excited to be associated with the company at this important time. Thank you for your participation in our call today. Operator: Ladies and gentlemen, this concludes today's Transpro, Inc. conference call. You may now disconnect. END