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<SEC-DOCUMENT>0000895813-01-000106.txt : 20010319
<SEC-HEADER>0000895813-01-000106.hdr.sgml : 20010319
ACCESSION NUMBER:		0000895813-01-000106
CONFORMED SUBMISSION TYPE:	S-4/A
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20010316

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MODINE MANUFACTURING CO
		CENTRAL INDEX KEY:			0000067347
		STANDARD INDUSTRIAL CLASSIFICATION:	MOTOR VEHICLE PARTS & ACCESSORIES [3714]
		IRS NUMBER:				390482000
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		S-4/A
		SEC ACT:		
		SEC FILE NUMBER:	333-56648
		FILM NUMBER:		1570780

	BUSINESS ADDRESS:	
		STREET 1:		1500 DEKOVEN AVE
		CITY:			RACINE
		STATE:			WI
		ZIP:			53403
		BUSINESS PHONE:		2626361200
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-4/A
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>



   As filed with the Securities and Exchange Commission on March 16, 2001
                                              Registration No. 333-56648
   ======================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                           ----------------------
                        PRE-EFFECTIVE AMENDMENT NO. 1
                                     To
                                  FORM S-4
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                          ------------------------
                        MODINE MANUFACTURING COMPANY
           (Exact name of registrant as specified in its charter)
                          ------------------------

         WISCONSIN                  3714                39-0482000
      (State or Other        (Primary Standard       (I.R.S. Employer
      Jurisdiction of    Industrial Classification  Identification No.)
      Incorporation or          Code Number)
       Organization)

                        MODINE MANUFACTURING COMPANY
                             1500 DEKOVEN AVENUE
                           RACINE, WISCONSIN 53403
                                262-636-1200

             (Address, including zip code, and telephone number,
      including area code, of registrant's principal executive offices)

                           ------------------------
                                DEAN R. ZAKOS
              ASSOCIATE GENERAL COUNSEL AND ASSISTANT SECRETARY
                             1500 DEKOVEN AVENUE
                           RACINE, WISCONSIN 53403
                                262-636-1464

          (Name, address, including zip code, and telephone number,
                 including area code, of agent for service)

                          ------------------------

                                 COPIES TO:

        SHIRLEY M. LUKITSCH              JAMES D. ROSENER
        SCHIFF HARDIN & WAITE            PEPPER HAMILTON LLP
        1101 CONNECTICUT AVENUE          1235 WESTLAKES DRIVE
        SUITE 600                        SUITE 400
        WASHINGTON, D.C.  20036          BERWYN, PENNSYLVANIA 19312
        202-778-6400                     610-640-7800

                          ------------------------







        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE
   SECURITIES TO THE PUBLIC:  As soon as practicable after this
   registration statement becomes effective and all other conditions to
   the merger described in the prospectus have been satisfied or waived.

        If the securities being registered on this form are being offered
   in connection with the formation of a holding company and there is
   compliance with General Instruction G, check the following box. [ ]

        If this form is filed to register additional securities for an
   offering pursuant to Rule 462(b) under the Securities Act, check the
   following box and list the Securities Act registration statement
   number of the earlier effective registration statement for the same
   offering. [ ]

        If this form is a post-effective amendment filed pursuant to Rule
   462(d) under the Securities Act, check the following box and list the
   Securities Act registration statement number of the earlier effective
   registration statement for the same offering. [ ]

                          ------------------------

        THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
   DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
   THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
   STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
   EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF
   1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
   SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
   DETERMINE.
   ======================================================================







                              [THERMACORE LOGO]

                                780 Eden Road
                        Lancaster, Pennsylvania 17601

                  NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                        To Be Held on April 24, 2001

               MERGER PROPOSAL --- YOUR VOTE IS VERY IMPORTANT

   To the Shareholders of Thermacore International, Inc:

        NOTICE IS HEREBY GIVEN that Thermacore International, Inc. will
   hold a special meeting of shareholders at the Holiday Inn Lancaster-
   Visitors Center, 521 Greenfield Road, Lancaster, Pennsylvania, on
   Tuesday, April 24, 2001 at 10:00 A.M., local time for the following
   purposes:

        1.   To consider and vote upon a proposal to approve and adopt
             the Agreement and Plan of Merger, dated December 13, 2000,
             as amended by Amendment No. 1 to the Agreement and Plan of
             Merger, dated March 15, 2001, by and among Thermacore,
             Modine Manufacturing Company and Modine Merger Co., under
             which Modine will acquire Thermacore through the merger of
             Modine Merger Co., a wholly owned subsidiary of Modine, into
             Thermacore, and holders of Thermacore common stock and
             preferred stock will receive shares of Modine common stock,
             based upon the exchange ratio described in the accompanying
             proxy statement/prospectus.

        2.   To act upon other matters relating to the conduct of the
             special meeting and any adjournments or postponements of the
             meeting.

        A copy of the merger agreement, as amended, is attached as Annex
   A to this proxy statement/prospectus.

        Upon completion of the merger, each share of Thermacore common
   stock and preferred stock will be converted into a number of shares of
   Modine common stock, based upon an exchange ratio that will depend, in
   part, upon the unweighted average last-sale price of Modine common
   stock, as reported on the Nasdaq National Market, during a 20-trading-
   day measurement period ending five trading days before the closing of
   the merger. As a result, you will not know the exact number of shares
   you will receive in the merger until five days before the closing of
   the merger.  The attached proxy statement/prospectus contains a more
   complete description of the consideration to be paid to Thermacore
   shareholders in the merger.

        Only shareholders who hold their shares of Thermacore common
   stock and preferred stock at the close of business on March 13, 2001
   will be entitled to vote at the special meeting.  Approval and
   adoption of the merger agreement requires the affirmative vote of at
   least (1) a majority of the votes cast by the holders of Thermacore







   common stock and preferred stock, voting as a single class, and (2)
   two-thirds of the outstanding shares of Thermacore preferred stock,
   voting as a separate class.

         Your board believes that the merger represents an exciting
   strategic opportunity which will allow you to continue your investment
   in Thermacore's future as a part of a larger and more diversified
   company.  YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER
   AGREEMENT AND RECOMMENDS THAT YOU VOTE "FOR" ITS APPROVAL AND
   ADOPTION.

        All shareholders are cordially invited to attend the special
   meeting.  Whether or not you plan to attend the special meeting,
   please complete and sign the enclosed proxy card and return it
   promptly in the enclosed postage-prepaid envelope.  You may revoke
   your proxy at any time before it is voted by delivering written notice
   to Thermacore, as more fully explained in the accompanying proxy
   statement/prospectus.

                            By the Order of the Board of Directors,


                            James E. Rothenberger
                            Secretary

   March __, 2001







        [THERMACORE LOGO]                                 [MODINE LOGO]

                             PROXY STATEMENT OF
                       THERMACORE INTERNATIONAL, INC.
           IN CONNECTION WITH THE SPECIAL MEETING OF SHAREHOLDERS
                        TO BE HELD ON APRIL 24, 2001

                                PROSPECTUS OF
                        MODINE MANUFACTURING COMPANY
                  IN CONNECTION WITH THE OFFERING OF UP TO
                   4,236,490 SHARES OF MODINE COMMON STOCK

        Thermacore's board of directors is furnishing this proxy
   statement/prospectus to you to solicit your proxy to vote at a special
   meeting of Thermacore shareholders to be held on April 24, 2001 or at
   any adjournment or postponement of that meeting.  At the special
   meeting, you are being asked to vote upon a proposal to approve and
   adopt the merger agreement, as amended, by and among Thermacore,
   Modine Manufacturing Company and Modine Merger Co., under which Modine
   will acquire Thermacore through the merger of Modine Merger Co., a
   wholly owned subsidiary of Modine, into Thermacore.  This proxy
   statement/prospectus is accompanied by a proxy card that can be used
   in voting your shares.  YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY
   APPROVED THE MERGER AGREEMENT AND RECOMMENDS THAT YOU VOTE "FOR" ITS
   APPROVAL AND ADOPTION.

        This document is also Modine's prospectus relating to its
   offering of shares of Modine common stock to Thermacore shareholders
   in the proposed merger.  This document contains, or tells you where
   you can find, information that is important to your decision whether
   to approve and adopt the merger agreement and become a shareholder of
   Modine.  Please read it carefully.  IN PARTICULAR, YOU SHOULD READ THE
   "RISK FACTORS" SECTION BEGINNING ON PAGE 8 FOR A DESCRIPTION OF SOME
   OF THE RISKS THAT YOU SHOULD CONSIDER IN EVALUATING THE MERGER.

        Under the merger agreement, Modine has agreed to pay $93,542,000,
   or approximately $26.24 per share of Thermacore common stock, in the
   form of shares of Modine common stock for all of Thermacore's capital
   stock on a fully diluted basis, if the unweighted average last-sale
   price of Modine's common stock during the agreed-upon "measurement
   period" is between $22.08 and $32.00 per share.  The measurement
   period is the 20-trading-day period ending on the fifth trading day
   before the closing date of the merger.  If the unweighted average
   last-sale price of Modine common stock during the measurement period
   is between $22.08 and $32.00 per share, you will receive between
   0.82001 of a share and 1.18842 shares of Modine common stock for each
   share of Thermacore common stock that you hold.  The exact number of
   shares (or portion of a share) of Modine common stock that you will
   receive will be determined by dividing 26.24028 by the unweighted
   average last-sale price of Modine common stock, as reported on the
   Nasdaq National Market, during the measurement period.  If the
   unweighted average last-sale price of Modine common stock during the
   measurement period is less than $22.08, you will receive 1.18842
   shares of Modine common stock for each share of Thermacore common







   stock.  If the unweighted average last-sale price of Modine common
   stock during the measurement period is more than $32.00, you will
   receive 0.82001 of a share of Modine common stock for each share of
   Thermacore common stock.

        Holders of Thermacore Series A Convertible Preferred Stock will
   receive, in exchange for each share of Thermacore preferred stock that
   they hold, ten times the portion of a share or number of shares of
   Modine common stock issued in the merger in exchange for each share of
   Thermacore common stock.

        You will not know the exact number of Modine shares that you will
   receive in the merger until the close of the fifth trading day before
   the closing of the merger.  The parties expect the merger to be
   effective on the third calendar day following the special meeting of
   Thermacore's shareholders.  If the merger closes on that date, the 20-
   trading-day measurement period will run from March 23, 2001 to April
   20, 2001.

        Modine common stock is traded on the Nasdaq National Market under
   the symbol "MODI."  On March 14, 2001, the last-sale price of the
   Modine common stock, as reported on the Nasdaq National Market, was
   $24.00.

   NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
   COMMISSION HAS APPROVED OR DISAPPROVED THE SHARES OF MODINE COMMON TO
   BE ISSUED UNDER THIS PROSPECTUS OR HAS DETERMINED IF THIS PROXY STATEMENT/
   PROSPECTUS IS ACCURATE OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY
   IS A CRIMINAL OFFENSE.

    THE DATE OF THIS PROXY STATEMENT/PROSPECTUS IS MARCH __, 2001, AND
        IT IS FIRST BEING MAILED TO SHAREHOLDERS ON MARCH __, 2001.







                              TABLE OF CONTENTS
                                                                     PAGE
                                                                     ----

   SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
        THE COMPANIES  . . . . . . . . . . . . . . . . . . . . . . .    1
        THE COMPANIES' REASONS FOR THE MERGER  . . . . . . . . . . .    1
        APPROVAL BY MODINE'S BOARD OF DIRECTORS  . . . . . . . . . .    1
        APPROVAL BY THERMACORE'S BOARD OF DIRECTORS  . . . . . . . .    2
        THE THERMACORE SPECIAL MEETING . . . . . . . . . . . . . . .    2
        HOW TO VOTE YOUR SHARES  . . . . . . . . . . . . . . . . . .    2
        WHAT YOU WILL RECEIVE IN THE MERGER  . . . . . . . . . . . .    3
        DISSENTERS' RIGHTS . . . . . . . . . . . . . . . . . . . . .    3
        MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER . . .    3
        REGULATORY APPROVALS . . . . . . . . . . . . . . . . . . . .    4
        INTERESTS OF CERTAIN PERSONS IN THE MERGER . . . . . . . . .    5
        SUMMARY FINANCIAL DATA OF MODINE   . . . . . . . . . . . . .    6
        RECENT DEVELOPMENTS RELATING TO THERMACORE . . . . . . . . .    7
        MARKET PRICE INFORMATION . . . . . . . . . . . . . . . . . .    7

   RISK FACTORS  . . . . . . . . . . . . . . . . . . . . . . . . . .    8

   THE MERGER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
        BACKGROUND OF THE MERGER . . . . . . . . . . . . . . . . . .   15
        APPROVAL  BY  THE  MODINE BOARD;  MODINE'S  REASONS  FOR THE
             MERGER  . . . . . . . . . . . . . . . . . . . . . . . .   21
        RECOMMENDATION OF THE THERMACORE BOARD; THERMACORE'S REASONS
             FOR THE MERGER  . . . . . . . . . . . . . . . . . . . .   22
        ACCOUNTING TREATMENT . . . . . . . . . . . . . . . . . . . .   25
        MATERIAL FEDERAL INCOME TAX CONSEQUENCES . . . . . . . . . .   25
        REGULATORY MATTERS . . . . . . . . . . . . . . . . . . . . .   27
        DISSENTERS' RIGHTS . . . . . . . . . . . . . . . . . . . . .   28
        FEDERAL   SECURITIES  LAWS   CONSEQUENCES;  STOCK   TRANSFER
             RESTRICTION AGREEMENTS  . . . . . . . . . . . . . . . .   29

   MATERIAL PROVISIONS OF THE MERGER AGREEMENT . . . . . . . . . . .   31
        GENERAL  . . . . . . . . . . . . . . . . . . . . . . . . . .   31
        EFFECT OF MERGER; SURVIVING CORPORATION  . . . . . . . . . .   31
        AMENDMENTS TO THERMACORE'S ARTICLES OF INCORPORATION AND BY-
             LAWS; DIRECTORS . . . . . . . . . . . . . . . . . . . .   31
        CLOSING; EFFECTIVE TIME  . . . . . . . . . . . . . . . . . .   32
        CONSIDERATION TO BE RECEIVED IN THE MERGER . . . . . . . . .   32
        CONVERSION OF SHARES; SURRENDER  OF CERTIFICATES; FRACTIONAL
             SHARES  . . . . . . . . . . . . . . . . . . . . . . . .   35
        TREATMENT OF THERMACORE STOCK OPTIONS  . . . . . . . . . . .   36
        REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . .   36
        COVENANTS  . . . . . . . . . . . . . . . . . . . . . . . . .   39
        ADDITIONAL AGREEMENTS  . . . . . . . . . . . . . . . . . . .   41
        CONDITIONS TO THE CONSUMMATION OF THE MERGER . . . . . . . .   42
        TERMINATION, AMENDMENT AND WAIVER  . . . . . . . . . . . . .   45

                                      i







        RELATED AGREEMENTS . . . . . . . . . . . . . . . . . . . . .   46

   THE SPECIAL MEETING OF THERMACORE SHAREHOLDERS  . . . . . . . . .   47
        DATE, TIME AND PLACE OF THE SPECIAL MEETING  . . . . . . . .   47
        PURPOSE OF THE SPECIAL MEETING . . . . . . . . . . . . . . .   47
        SHAREHOLDER RECORD DATE FOR THE SPECIAL MEETING  . . . . . .   47
        VOTE OF THERMACORE  SHAREHOLDERS REQUIRED  FOR APPROVAL  AND
             ADOPTION OF THE MERGER  . . . . . . . . . . . . . . . .   47
        VOTING OF PROXIES  . . . . . . . . . . . . . . . . . . . . .   48
        REVOCABILITY OF THE PROXIES  . . . . . . . . . . . . . . . .   49
        SOLICITATION OF PROXIES  . . . . . . . . . . . . . . . . . .   49

   INFORMATION ABOUT THE COMPANIES . . . . . . . . . . . . . . . . .   50
        MODINE MANUFACTURING COMPANY . . . . . . . . . . . . . . . .   50
        THERMACORE INTERNATIONAL, INC. . . . . . . . . . . . . . . .   53

   THERMACORE STOCK OWNERSHIP  . . . . . . . . . . . . . . . . . . .   57

   MARKET PRICE AND DIVIDEND INFORMATION . . . . . . . . . . . . . .   61

   INTERESTS OF THERMACORE DIRECTORS AND OFFICERS IN THE MERGER  . .   63

   DESCRIPTION OF MODINE COMMON STOCK  . . . . . . . . . . . . . . .   65
        AUTHORIZED CAPITAL STOCK . . . . . . . . . . . . . . . . . .   65
        VOTING RIGHTS; VOTE REQUIRED FOR CERTAIN ACTIONS . . . . . .   65
        DIVIDEND AND LIQUIDATION RIGHTS  . . . . . . . . . . . . . .   66
        PREEMPTIVE AND OTHER RIGHTS  . . . . . . . . . . . . . . . .   66
        LIABILITY TO FUTURE CALLS OR ASSESSMENTS . . . . . . . . . .   66
        POSSIBLE  ADVERSE EFFECT  OF FUTURE  ISSUANCES  OF PREFERRED
             STOCK . . . . . . . . . . . . . . . . . . . . . . . . .   66
        SHAREHOLDER RIGHTS PLAN  . . . . . . . . . . . . . . . . . .   67
        CERTAIN PROVISIONS THAT MAY DELAY OR PREVENT A CHANGE-IN-CONTROL
             OF MODINE . . . . . . . . . . . . . . . . . . . . . . .   68

   COMPARISON OF SHAREHOLDER RIGHTS  . . . . . . . . . . . . . . . .   72

   WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . .   83

   EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   85

   LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . .   85

   FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE . . . . . . . . .   86

   LIST OF ANNEXES
     Annex A Agreement and Plan of Merger, as amended by Amendment No. 1
     Annex B Pennsylvania Business Corporation Law: Dissenters' Rights





                                     ii







                     WHO CAN HELP ANSWER YOUR QUESTIONS

    If you have more questions about the merger or would like additional
       copies of this proxy statement/prospectus, you should contact:


                       THERMACORE INTERNATIONAL, INC.
                                780 Eden Road
                        Lancaster, Pennsylvania 17601
                            Attention: Secretary
                        Phone Number: 1-717-569-6551

        THIS DOCUMENT INCORPORATES IMPORTANT BUSINESS AND FINANCIAL
   INFORMATION ABOUT MODINE THAT IS NOT INCLUDED IN OR DELIVERED WITH
   THIS DOCUMENT.  MODINE WILL PROVIDE YOU WITH COPIES OF THIS
   INFORMATION RELATING TO MODINE, WITHOUT CHARGE, UPON WRITTEN OR ORAL
   REQUEST TO:

                       MODINE MANUFACTURING COMPANY
                       1500 DEKOVEN AVENUE
                       RACINE, WISCONSIN 53403
                       ATTENTION: CORPORATE SECRETARY
                       TELEPHONE NUMBER: 1-262-636-1200

        IN ORDER TO RECEIVE TIMELY DELIVERY OF THE DOCUMENTS IN ADVANCE
   OF THE THERMACORE SPECIAL SHAREHOLDERS' MEETING, YOU SHOULD MAKE YOUR
   REQUEST NO LATER THAN APRIL 13, 2001.


























                                     iii







                                   SUMMARY

        THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS DOCUMENT
   AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU.
   TO UNDERSTAND THE MERGER FULLY AND FOR A MORE COMPLETE DESCRIPTION OF
   THE LEGAL TERMS OF THE MERGER, YOU SHOULD READ CAREFULLY THIS ENTIRE
   DOCUMENT AND THE OTHER DOCUMENTS REFERRED TO HEREIN.  SEE "WHERE YOU
   CAN FIND MORE INFORMATION" (PAGE 58).  WE HAVE INCLUDED PAGE
   REFERENCES IN PARENTHESIS TO DIRECT YOU TO A MORE COMPLETE DESCRIPTION
   OF SOME OF THE TOPICS PRESENTED IN THIS SUMMARY.

   THE COMPANIES (PAGE 36)

   MODINE MANUFACTURING COMPANY
   1500 DeKoven Avenue
   Racine, Wisconsin 53403
   1-262-636-1200

        Modine is a worldwide leader in heat-transfer and heat storage
   technology.  Modine develops, manufactures, and markets heat
   exchangers and systems for use in various original equipment
   manufacturer applications and for sale to the automotive aftermarket,
   as replacement parts, and to a wide array of building markets.  Its
   core markets include: power train cooling of internal combustion
   engines, vehicular and building heating, ventilation, and air-
   conditioning systems, and various industrial and refrigeration
   markets.  As of December 31, 2000, Modine had operations in 18
   countries and approximately 8,300 employees worldwide. Modine had
   sales of $1.1 billion in its fiscal year ended March 31, 2000 and
   sales of $808.6 million in the nine-month period ended December 26,
   2000.

   THERMACORE INTERNATIONAL, INC.
   780 Eden Road
   Lancaster, Pennsylvania 17601
   1-717-569-6551

        Thermacore is a global provider of thermal management solutions
   for electronic products.  Thermacore designs, develops, manufactures
   and distributes thermal-management products and systems for
   microprocessors and industrial and commercial electronic products in
   the computer, telecommunications, networking, and power-semiconductor
   markets.  As of December 31, 2000, Thermacore had 358 employees
   worldwide.  Thermacore had sales of $42.1 million in its fiscal year
   ended June 30, 2000 and sales of $27.3 million in the six-month period
   ended December 31, 2000.

   THE COMPANIES' REASONS FOR THE MERGER (PAGE 16-17)

   MODINE

        Modine and Thermacore share a specialization in thermal
   management, with each company offering thermal solutions in different
   industries.  Modine believes that the merger will enable Modine to







   provide its customers with a broader spectrum of thermal management
   solutions and to take advantage of expanding opportunities for thermal
   management solutions in new and higher-growth markets.

   THERMACORE

        Thermacore believes that Modine's existing high volume
   manufacturing capabilities will enable it to produce a higher volume
   of thermal products to meet the demands of its customers.  In
   addition, by becoming part of a larger company, Thermacore will be
   able to achieve long-term economies of scale in manufacturing, sales,
   and research and development.  The merger will allow Thermacore's
   shareholders to continue their investment in Thermacore's future as a
   part of a larger, more diversified company.  The merger will also
   provide greater liquidity to Thermacore's shareholders since Modine,
   unlike Thermacore, is a publicly traded company listed on the Nasdaq
   National Market.

        You should note that Modine and Thermacore may not achieve some
   or all of these objectives because of the risks and uncertainties
   discussed in the section "Forward-Looking Statements May Prove
   Inaccurate" on page 60.

   APPROVAL BY MODINE'S BOARD OF DIRECTORS
   (PAGE 16)

        Modine's board of directors has determined that the merger is in
   the best interests of Modine and its shareholders.  It has authorized
   the merger agreement by the unanimous vote of its directors at a
   meeting at which all but one of its directors was present and has
   authorized the issuance of Modine common stock in the merger in
   exchange for shares of Thermacore common and preferred stock.  No vote
   by Modine's shareholders is required in order for Modine to consummate
   the merger or to issue the shares.

   APPROVAL BY THERMACORE'S BOARD OF DIRECTORS (PAGE 17)

        Thermacore's board of directors believes that the merger is fair
   to, and in the best interests, of Thermacore and its shareholders. The
   board unanimously recommends that you vote FOR the proposal to approve
   and adopt the merger agreement.

   THE THERMACORE SPECIAL MEETING (PAGE 34)

        Thermacore will hold its special meeting on April 24, 2001 at
   10:00 A.M., local time, at the Holiday Inn Lancaster-Visitors Center,
   521 Greenfield Road, Lancaster, Pennsylvania.  At the special meeting,
   you will be asked to approve and adopt the merger agreement, as
   amended, under which a wholly owned subsidiary of Modine will merge
   into Thermacore, with Thermacore surviving as a wholly owned
   subsidiary of Modine.


                                      2







   RECORD DATE; VOTES PER SHARE (PAGE 34)

        You can vote at the special meeting if you owned shares of
   Thermacore common stock or preferred stock as of the close of business
   on March 13, 2001.  On March 13, 2001, 2,604,925 shares of Thermacore
   common stock and 62,500 shares of Thermacore preferred stock were
   outstanding.

        Holders of Thermacore common stock and preferred stock will vote
   as one class to approve and adopt the merger agreement.  For each
   share of Thermacore common stock, if any, that you owned on March 13,
   2001, you will have one vote on the proposal to approve and adopt the
   merger agreement.  For each share of Thermacore preferred stock, if
   any, that you owned on that date, you will have ten votes, which
   represents the number of shares of common stock into which one share
   of preferred stock is convertible.

        The holders of Thermacore preferred stock will also vote on the
   proposal to approve and adopt the merger agreement as a separate
   class.  For purposes of that class vote, you will have one vote for
   each share of preferred stock, if any, that you held on March 13,
   2001.

   VOTES REQUIRED (PAGE 34)

        Approval and adoption of the merger agreement requires the
   affirmative vote of at least (1) a majority of the votes cast by the
   holders of Thermacore common stock and preferred stock, voting as a
   single class, and (2) two-thirds of the outstanding shares of
   Thermacore preferred stock, voting as a separate class.  As of March
   13, 2001, directors and officers of Thermacore and their affiliates
   held 1,502,965 shares of Thermacore common stock (or 57.7% of the
   outstanding common shares), 57,500 shares of Thermacore preferred
   stock (or 92% of the outstanding preferred shares), and 2,077,965
   shares of common stock on an as converted basis (or 64.3% of the
   combined voting power of the Thermacore common and preferred stock).

   VOTING AGREEMENTS (PAGE 32)

        At the same time that the merger agreement was signed, Modine and
   Thermacore entered into voting agreements with Thermacore's officers
   and directors and certain beneficial owners of 5% or more of
   Thermacore's common and preferred stock.  These officers, directors
   and shareholders agreed to vote the shares of Thermacore common or
   preferred stock that they are entitled to vote in favor of the merger.
   As of the date of the voting agreement, those shareholders
   beneficially owned, in the aggregate, 62.8% of the outstanding
   Thermacore common stock, 92.0% of the outstanding Thermacore preferred
   stock, and 69.2% of the combined voting power of the Thermacore common
   and preferred stock.  AS A RESULT, UNLESS THOSE SHAREHOLDERS WHO ARE
   PARTIES TO THE VOTING AGREEMENTS BREACH THEIR OBLIGATIONS UNDER THOSE
   AGREEMENTS, APPROVAL AND ADOPTION OF THE MERGER AGREEMENT IS ASSURED.

                                      3







   HOW TO VOTE YOUR SHARES (PAGE 34-35)

        You may vote your shares of Thermacore stock by completing,
   signing and dating the enclosed proxy card and mailing it to
   Thermacore in the enclosed return envelope.  You may also vote by
   attending the special meeting and voting in person.

        You may change your vote at any time by:

   *  sending a written notice to the Thermacore corporate secretary
      before the special meeting;

   *  signing another proxy card with a later date and sending it to the
      Thermacore corporate secretary before the special meeting; or

   *  attending the special meeting and voting in person.

      PLEASE DO NOT SEND IN YOUR STOCK CERTIFICATES AT THIS TIME. After
   the merger is completed, you will receive written instructions on how
   to surrender your Thermacore stock certificates.

   WHAT YOU WILL RECEIVE IN THE MERGER (PAGE 24)

        Modine has agreed to pay $93,542,000, in the form of shares of
   Modine common stock, for all of Thermacore's capital stock, taking
   into account shares of Thermacore common stock that are subject to
   outstanding options, subject to a maximum and minimum number of shares
   of Modine common stock.

        THERMACORE COMMON STOCK.  Under the formula provided in the
   merger agreement, each share of Thermacore common stock has been
   valued at approximately $26.24 per share.  The exact number of shares,
   or portion of a share, of Modine common stock that you will receive
   for each share of Thermacore common stock that you hold will be
   determined shortly before the effective time of the merger:

   *  by dividing 26.24028 by

   *  the unweighted average last-sale price of Modine common stock, as
      reported on the Nasdaq National Market, during the 20 trading days
      ending on the fifth trading day before the closing of the merger.

   However, you will receive at least 0.82001 of a share and no more than
   1.18842 shares of Modine common stock in exchange for each share of
   Thermacore common stock that you own, irrespective of the unweighted
   average last-sale price of Modine's common stock during the
   measurement period.

        THERMACORE PREFERRED STOCK.  If you hold shares of Thermacore
   preferred stock, you will receive, for each share of Thermacore
   preferred stock that you hold, the number of shares of Modine common
   stock that you would have received if you had converted your

                                      4







   Thermacore preferred stock into Thermacore common stock immediately
   before the merger.  Each share of Thermacore preferred stock is
   convertible into ten shares of Thermacore common stock.  You will
   therefore receive, for each share of Thermacore preferred stock that
   you own, ten times the portion of a share or number of shares of
   Modine common stock issued in exchange for each share of Thermacore
   common stock.

        PRICING PERIOD.  If the required shareholder approvals are
   obtained at the special meeting, the parties expect to complete the
   merger no later than the third calendar day following the special
   meeting.  If the merger is completed on that date, the 20-trading-day
   measurement period will begin on March 23, 2001 and end on April 20,
   2001.  There is, however, no assurance that the merger will be
   completed on that date.

        FRACTIONAL SHARES.  Modine will not issue any fractional shares
   in the merger.  Instead, you will receive cash for any fractional
   share of Modine common stock owed to you in an amount based on the
   unweighted average last-sale price for Modine common stock during the
   measurement period.

   DISSENTERS' RIGHTS (PAGE 21)

        Thermacore is organized under Pennsylvania law.  Under applicable
   Pennsylvania law, any Thermacore shareholder is entitled to dissent
   from the merger and obtain payment in cash of the judicially
   determined "fair value" of his or her shares of Thermacore stock.  If
   you wish to dissent from the merger:

   *  you must submit a written demand to Thermacore before the vote
      upon the merger agreement at the special meeting, and

   *  you may not vote in favor of the merger agreement.

   In submitting your written demand, you must follow the procedures set
   forth in Subchapter D of Chapter 15 of the Pennsylvania Business
   Corporation Law of 1988, a copy of which is attached as Annex B to
   this proxy statement/prospectus.

      All written demands should be delivered to:

      Thermacore International, Inc.
      780 Eden Road
      Lancaster, Pennsylvania 17601
      Attention: Secretary.

   MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER (PAGE 19)

        The merger is intended to qualify as a tax-free reorganization
   for U.S. federal income tax purposes.  Thermacore and Modine expect
   that neither Thermacore nor its shareholders will recognize gain or

                                      5







   loss for United States federal income tax purposes upon their exchange
   of Thermacore common or preferred stock for Modine common stock in the
   merger, except upon the receipt of cash instead of any fractional
   share of Modine common stock or upon the exercise of dissenters'
   rights.

   THE TAX CONSEQUENCES OF THE MERGER TO YOU WILL DEPEND ON THE FACTS OF
   YOUR OWN SITUATION.  YOU ARE URGED TO CONSULT YOUR TAX ADVISOR FOR A
   FULL UNDERSTANDING OF THE TAX CONSEQUENCES OF THE MERGER TO YOU.

   REGULATORY APPROVALS (PAGE 20)

        The merger is subject to notice and review under the Hart-Scott-
   Rodino Antitrust Improvements Act.  Both companies filed all required
   notices with the Federal Trade Commission and the Antitrust Division
   of the Department of Justice.  Early termination of the statutory
   waiting period under the Hart-Scott-Rodino Act was granted on February
   13, 2001.

   MATERIAL PROVISIONS OF THE MERGER AGREEMENT (PAGE 23)

        THE MERGER AGREEMENT, AS AMENDED, IS ATTACHED AS ANNEX A TO THIS
   PROXY STATEMENT/PROSPECTUS.  THE MERGER AGREEMENT IS THE LEGAL
   DOCUMENT THAT GOVERNS THE MERGER, AND YOU ARE ENCOURAGED TO READ IT.

   CONDITIONS TO THE MERGER (PAGE 30)

        Modine and Thermacore will complete the merger only if certain
   conditions are satisfied or, to the extent permitted by law, waived,
   including the following:

      *   the merger agreement has been approved by Thermacore's
          shareholders;

      *   the waiting period under the Hart-Scott-Rodino Antitrust
          Improvements Act has expired or been terminated;

      *   no law or court order has prohibited the merger;

      *   Modine's independent accountants have issued a letter stating
          that they concur with the conclusions of Modine's and
          Thermacore's management that no conditions exist that would
          preclude accounting for the merger as a pooling of interests;

      *   holders of no more than 2% of Thermacore's outstanding common
          stock, including common stock issuable upon conversion of
          Thermacore preferred stock, have exercised dissenters' rights;

      *   counsel to Modine and Thermacore have each delivered their
          opinions that the merger will qualify as a tax-free
          reorganization; and


                                      6







      *   no material adverse change has occurred with respect to
          Thermacore and its subsidiaries since the date of the merger
          agreement.

   NO SOLICITATION (PAGE 29)

        None of Thermacore, its subsidiaries or any of their directors,
   officers, employees or agents are permitted to solicit, initiate or
   encourage any proposal to acquire Thermacore, so long as the merger
   agreement is in effect.

   CONTINUITY OF THERMACORE DEPARTMENTS (PAGE 29)

        Modine has agreed to maintain the Sales and Marketing,
   Engineering and Technology departments of the electronic cooling
   business unit of Thermacore located in Lancaster, Pennsylvania for at
   least two years after the effective time of the merger.

   TERMINATION OF THE MERGER AGREEMENT (PAGE 32)

        Modine and Thermacore can jointly agree to terminate the merger
   agreement at any time without completing the merger.  Either company
   can terminate the merger agreement if:

      (1)    the merger is not completed by June 12, 2001; or

      (2)    a governmental authority or other legal action permanently
             prohibits the merger.

        Modine can terminate the merger agreement if Thermacore breaches
   any representation, warranty or obligation contained in the merger
   agreement, that breach has a "material adverse effect" upon
   Thermacore, and Thermacore has not cured, or cannot cure, the breach
   within 20 days of the receipt of notice from Modine.

        Thermacore can terminate the merger agreement if Modine breaches
   any representation, warranty or obligation contained in the merger
   agreement, that breach has a "material adverse effect" upon Modine,
   and Modine has not cured, or cannot cure, the breach within 20 days of
   the receipt of notice from Thermacore.

        A "material adverse effect" is any change, event or circumstance
   that is, or would reasonably be expected to be, materially adverse to
   the financial condition, business, operations or assets of the
   relevant company and its subsidiaries, taken as a whole, or that might
   materially impair the ability of that company to perform its
   obligations under the merger agreement.

   ACCOUNTING TREATMENT (PAGE 19)

        Modine and Thermacore expect the merger to be accounted for as a
   pooling of interests, which means that the companies will be treated

                                      7







   as if they had always been combined for accounting and financial
   reporting purposes.

   LISTING OF MODINE COMMON STOCK (PAGE 29)

        It is a condition to the merger that the Nasdaq National Market
   approve for listing the shares of Modine common stock to be issued to
   Thermacore shareholders in the merger.  Modine expects that Nasdaq
   will approve the listing.  Modine common stock trades on the Nasdaq
   National Market under the symbol "MODI."

   INTERESTS OF CERTAIN PERSONS IN THE MERGER (PAGE 44)

        Some of Thermacore's directors and officers have interests in the
   merger that are different from, or in addition to, the interests of
   the Thermacore shareholders generally.  In particular, six officers,
   one of whom is a director, of Thermacore, who do not currently have
   employment agreements with Thermacore will enter into employment
   agreements as a condition to the merger. Eight officers of Thermacore,
   two of whom are directors, are parties to change-in-control agreements
   under which those officers will be entitled to receive severance
   benefits, under most circumstances, if their employment with
   Thermacore is terminated within 24 months of the date on which
   Thermacore's shareholders approve the merger agreement.  In addition,
   Modine has agreed to provide or to continue indemnification
   arrangements for existing directors, officers, employees or agents of
   Thermacore.  The members of the Thermacore board of directors knew
   about these additional interests and considered them when they
   approved the merger agreement.
























                                      8







                      SUMMARY FINANCIAL DATA OF MODINE

      The following table provides summary consolidated financial data
   for Modine as of and for each of the periods indicated.  Modine
   derived the consolidated financial data for each of the years in the
   five-year period ended March 31, 2000 from its audited consolidated
   financial statements, and it derived the consolidated financial data
   for the nine-month periods ended December 26, 2000 and 1999 from its
   unaudited consolidated financial statements.  The unaudited financial
   information includes all normal and recurring adjustments that are, in
   the opinion of Modine's management, necessary for a fair presentation
   of results for the interim period.  Results for the first nine months
   of fiscal 2001 are not necessarily indicative of the results to be
   expected for the full year.  Modine incorporates by reference into
   this proxy statement/prospectus (1) its audited consolidated financial
   statements included in its Annual Report on Form 10-K for the fiscal
   year ended March 31, 2000 and (2) its unaudited consolidated financial
   statements included in its Quarterly Report on Form 10-Q for the
   quarterly period ended December 26, 2000.  See "Where You Can Find
   More Information."  You should read the following information in
   conjunction with those financial statements, including the notes to
   Modine's audited consolidated financial statements and unaudited
   quarterly financial statements.

<TABLE>
<CAPTION>

                           Nine Months Ended or As of                 Fiscal Year Ended or as of March 31,
                           --------------------------      -----------------------------------------------------------
                             December       December
                             26, 2000       26, 1999       2000         1999 (1)        1998         1997         1996
                             --------       --------       ----         --------        ----         ----         ----
                                 (unaudited)                         (in thousands, except per share data)
       <S>                    <C>          <C>           <C>           <C>           <C>            <C>          <C>
       Sales                  $808,605     $854,058      $1,139,269    $1,111,447    $1,040,418     $999,046     $990,493

       Net earnings             43,089       50,800          65,403        73,943        72,471       63,763       61,399

       Total assets            875,310      937,423         931,107       915,739       759,024      694,955      671,836

       Long-term debt          137,547      156,649         211,112       143,838        89,587       85,197       87,809

       Book value per
       share                     16.67        16.22           16.41         15.35         14.24        12.93        11.74

       Dividends per
       share                      0.75         0.69            0.92          0.84          0.76         0.68         0.60

       Net earnings
       per share
         - Basic                  1.47         1.72            2.22          2.50          2.44         2.14         2.07
         - Assuming
           dilution               1.46         1.71            2.20          2.46          2.39         2.10         2.03

     -----------------------

          (1)    Includes the assets and liabilities of Core Holdings, Inc. and the results of its operations from October
          6, 1998, the date on which it was acquired by Modine.

</TABLE>
                                                                9






                 RECENT DEVELOPMENTS RELATING TO THERMACORE

      Thermacore had unaudited total revenues of $27,329,000 for the
   six-month period ended December 31, 2000, an increase of 58.4% over
   the unaudited total revenues of $17,247,000 recorded for the same
   period in 1999.  Unaudited net income from continuing operations for
   the six-month period ended December 31, 2000 was $2,295,000, an
   increase of 230% over unaudited net income from continuing operations
   for the same period in 1999.  The increase in total revenue was the
   result of increased sales in the communications and server markets
   during a period when demand was increasing in such markets.  The
   increase in net income was due to product sales reaching economies of
   scale.


                          MARKET PRICE INFORMATION

      The following table presents the high, low and last sales prices
   per share of Modine common stock, as reported on the Nasdaq National
   Market, on December 13, 2000 and March 14, 2001.  December 13, 2000
   was the last full trading day before the public announcement of the
   proposed merger.  March 14, 2001 was the last trading day for which
   market price information was available, as a practical matter, before
   the date of this proxy statement/prospectus.  There is no public
   trading market for Thermacore common stock or preferred stock.  You
   should read the information presented below in conjunction with
   "Market Price and Dividend Information" on page 43.

                                         MODINE COMMON STOCK
                                         -------------------

                                     High          Low        Last
                                     ----          ---        ----

    December 13, 2000 . . . . .     $24.00       $20.375    $20.375
    March 14, 2001  . . . . . .     $25.69       $24.00      $24.00


      The market prices of shares of Modine common stock fluctuate.  As
   a result, you are urged to obtain current market quotations.







                                     10







                                RISK FACTORS

      BY VOTING FOR THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT,
   AS AMENDED, YOU WILL BE CHOOSING TO INVEST IN MODINE'S COMMON STOCK.
   IN ADDITION TO THE OTHER INFORMATION INCLUDED OR INCORPORATED BY
   REFERENCE IN THIS PROXY STATEMENT/PROSPECTUS, INCLUDING RISKS RELATED
   TO MODINE DISCUSSED IN DOCUMENTS PREVIOUSLY FILED WITH THE SECURITIES
   AND EXCHANGE COMMISSION, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING
   FACTORS IN DECIDING WHETHER TO VOTE IN FAVOR OF THE MERGER AGREEMENT
   AT THE SPECIAL MEETING.

   YOU WILL RECEIVE SHARES OF MODINE COMMON STOCK BASED ON AN EXCHANGE
   RATIO THAT IS DETERMINED BY THE MARKET VALUE OF MODINE COMMON STOCK.

      Under the formula specified in the merger agreement, as amended,
   Modine has agreed to pay, in the form of Modine common stock,
   approximately $26.24 for each share of Thermacore common stock and ten
   times that amount, or approximately $262.4028, for each share of
   Thermacore preferred stock, if the unweighted average last-sale price
   of Modine's common stock during the measurement period is between
   $22.08 and $32.00 per share.  If the unweighted average last-sale
   price of Modine common stock during the measurement period is between
   $22.08 and $32.00 per share, the number of shares that you will
   receive for each share of Thermacore common stock or preferred stock
   that you hold will be determined by dividing (1) $26.24028 for each
   share of Thermacore common stock and (2) $262.4028 for each share of
   Thermacore preferred stock by the unweighted average last-sale price
   for Modine common stock over a 20-trading-day measurement period
   ending on the fifth full trading day before the effective date of the
   merger. The exchange ratio is, however, limited so that you will
   receive:

      (1)    NO MORE THAN 1.18842 SHARES of Modine common stock for each
             of your shares of Thermacore common stock and NO MORE THAN
             11.8842 SHARES of Modine common stock for each of your
             shares of Thermacore preferred stock, even if the
             unweighted average last-sale price of Modine common stock
             during the measurement period or the market price of the
             Modine common stock at the effective time of the merger is
             less than $22.08; and

      (2)    NO LESS THAN 0.82001 OF A SHARE of Modine common stock for
             each of your shares of Thermacore common stock and NO FEWER
             THAN 8.2001 SHARES of Modine common stock for each of your
             shares of Thermacore preferred stock, even if the
             unweighted average last-sale price of Modine common stock
             during the measurement period or the market price of the
             Modine common stock at the effective time of the merger is
             more than $32.

      If the unweighted average last-sale price for Modine common stock
   during the measurement period exceeds $32 per share, the portion of a

                                     11







   share of Modine common stock that you will receive in the merger will
   have a value greater than $32, as determined under the formula set
   forth in the merger agreement, and as a consequence you will receive a
   value of greater than $26.24 for each of your shares of Thermacore
   common stock.  If the unweighted average of the Modine common stock
   during the measurement period is less than $22.08, the number of
   shares of Modine common stock that you receive in the merger will have
   a value of less than $22.08, as determined under the formula set forth
   in the merger agreement, and as a consequence you will receive a value
   of less than $26.24 for each of your Thermacore common stock.
   Thermacore does not have the right to terminate the merger agreement
   if the unweighted average last-sale price of Modine common stock
   during the measurement period is less than $22.08.

      The market price per share of Modine common stock at the effective
   time of the merger may be more or less than the unweighted average
   last-sale price used in determining the number of shares of Modine
   common stock that you will receive in the merger.  We cannot predict
   the market prices for the Modine common stock and we encourage you to
   obtain current market quotations for Modine common stock.  Modine
   common stock is listed on the Nasdaq National Market under the symbol
   "MODI."

   AT THE TIME THAT YOU VOTE ON THE MERGER, YOU WILL NOT KNOW THE EXACT
   NUMBER OF SHARES OF MODINE COMMON STOCK THAT YOU WILL RECEIVE IN
   EXCHANGE FOR YOUR SHARES OF THERMACORE COMMON OR PREFERRED STOCK SINCE
   YOU WILL NOT KNOW, FOR CERTAIN, THE EFFECTIVE TIME OF THE MERGER.

      If the merger is effective, you will receive between 0.82001 of a
   share and 1.18842 shares of Modine common stock for each of your
   shares of Thermacore common stock, and between 8.2001 and 11.8842
   shares of Modine common stock for each of your shares of Thermacore
   preferred stock.  The actual number of shares you receive will be
   determined based on the unweighted average last-sale price of Modine's
   common stock during the 20 trading days ending on the fifth trading
   day before the effective date of the merger.  Under the terms of the
   merger agreement, the merger is required to become effective on the
   third calendar day after the special meeting, provided that all other
   conditions to the merger have been met.

      The parties currently anticipate that the merger will take place
   on April 27, 2001 and have no reason to believe that the merger will
   not become effective as of that date.  Since, however, a number of
   conditions must be met before either side is obligated to proceed with
   the merger, there is no assurance that the merger will, in fact,
   become effective on April 27, 2001.  See "Material Provisions of the
   Merger Agreement-Conditions to the Consummation of the Merger."  At
   the time of the special meeting, you will not know for certain when
   the merger will become effective.  If the effective date of the merger
   is delayed by more than three days, one or more trading days included
   in the 20-day measurement period will occur after the date of the
   special meeting.

                                     12







   THE FAILURE OF THE MERGER TO RECEIVE THE ANTICIPATED "POOLING OF
   INTERESTS" ACCOUNTING TREATMENT COULD HAVE A NEGATIVE EFFECT ON
   MODINE'S EARNINGS.

      The merger is expected to be accounted for under the pooling of
   interests method of accounting.  Under this method of accounting, the
   recorded assets and liabilities of each of the companies (together
   with their subsidiaries) will be carried forward to Modine at their
   historical recorded amounts, after addressing any conformity issues;
   net income of Modine after the merger will include the net income of
   both Modine and Thermacore and their subsidiaries for the entire
   fiscal year in which the merger occurs; and the historical reported
   net income of both Modine and Thermacore, together with their
   subsidiaries, for prior periods will be combined and restated as net
   income of Modine after addressing any conformity issues.  It is a
   condition to each of the companies' obligations to effect the merger
   that each receives a letter from Modine's independent accountant to
   the effect that the auditors concur with the conclusions of Modine's
   management that no conditions exist that would preclude accounting for
   the merger as a pooling of interests.

      The ability of the companies to use pooling of interests
   accounting could be impaired if, for example, a significant number of
   Thermacore shareholders exercise dissenters' rights in the merger.
   It is a condition to Modine's obligation to consummate the merger that
   the holders of not more than 2% of the outstanding shares of
   Thermacore common stock, on a fully diluted basis, shall have
   exercised and perfected dissenters' rights under Pennsylvania law.

      If pooling of interests accounting treatment is not available, the
   boards of directors of Modine and Thermacore could, if they so chose,
   waive that condition.  Under such circumstances, the purchase method
   of accounting would apply.  Under purchase method accounting, the book
   value of Thermacore's assets and liabilities would be adjusted to
   their fair values and the excess of the purchase price over the fair
   value of Thermacore's assets would be capitalized as purchased
   goodwill and expensed over the useful life of the acquired goodwill as
   required under current accounting standards.

   YOU MAY FIND IT DIFFICULT TO SELL LARGE BLOCKS OF MODINE COMMON STOCK
   IN A RELATIVELY SHORT PERIOD OF TIME.

      Modine's common stock trades on the Nasdaq National Market under
   the symbol "MODI."  Although 29,395,511 shares of Modine common stock
   were outstanding on February 6, 2001, as reported in Modine's most
   recent Quarterly Report on Form 10-Q for the quarterly period ended
   December 26, 2000, the average daily trading volume in Modine's common
   stock during the 90-trading-day period ending on March 13, 2001 was
   50,177 shares.  Any shareholder who desires to sell a large block of
   shares of Modine common stock may therefore not be able to dispose of
   those shares on a given day and may be required to sell those shares
   over a period of time.

                                     13







   MODINE WILL INCUR MERGER-RELATED EXPENSES WHICH WILL REDUCE EARNINGS
   IN THE QUARTER IN WHICH THE MERGER IS CONSUMMATED.

      Modine anticipates that a one-time charge for direct incremental
   merger-related transactional costs will be recorded in the quarter in
   which the merger is consummated.  These costs consist principally of
   charges related to investment banking fees, professional services,
   registration and other regulatory costs estimated as of the date of
   this proxy statement/prospectus to be approximately $2,105,000.  This
   amount is a preliminary estimate and is therefore subject to change.
   Additional unanticipated expenses may be incurred in the integration
   of the two companies.

   FAILURE TO COMPLETE THE MERGER COULD ADVERSELY AFFECT THERMACORE'S
   ABILITY TO ENTER INTO ALTERNATIVE TRANSACTIONS.

      Under Pennsylvania law, Thermacore shareholders who do not vote in
   favor of the merger are entitled to exercise dissenters' rights.  If
   the merger occurs and a shareholder properly exercises these rights,
   the dissenting shareholder is entitled to receive cash for his or her
   shares of Thermacore stock, instead of the shares of Modine common
   stock the shareholder would have received in the merger if the
   shareholder had not dissented.  It is a condition to the merger that
   the holders of no more than 2% of Thermacore's common stock, on a
   fully diluted basis, shall have exercised, and not withdrawn or failed
   to perfect, dissenters' rights under Pennsylvania law.  If this
   condition is not met, the merger may not be consummated.

      While the merger agreement is in effect, Thermacore may not
   solicit, initiate, encourage or negotiate with another party to enter
   into any other business combination such as a merger or sale of
   assets.  As a result, if the merger is terminated Thermacore will have
   foregone, during the period the merger agreement was in effect, any
   opportunity for a transaction with another potential partner.  If
   Thermacore then determines to seek another merger or business
   combination, it might not be able to find a partner at an attractive
   price.

   THE PRINCIPAL MARKETS FOR MODINE'S PRODUCTS ARE CYCLICAL AND DEPENDENT
   UPON GENERAL ECONOMIC CONDITIONS WHICH, IF ADVERSE, WILL HAVE A
   NEGATIVE EFFECT ON MODINE'S FINANCIAL PERFORMANCE.

      Modine's principal customers include original equipment
   manufacturers, generally referred to as OEMs, in the automotive,
   truck, bus and farm equipment industries.  Sales in those markets are
   cyclical and dependent upon general economic conditions.  Sales by
   OEMs in these industries will decline in periods of recession or
   slower economic growth.  Any significant reduction in the production
   and sales of Modine's customers will have an adverse effect on the
   level of Modine's sales to those customers and will have an adverse
   effect on Modine's operating results and financial condition.


                                     14







   THE PRINCIPAL MARKETS IN WHICH MODINE COMPETES ARE HIGHLY COMPETITIVE
   AND SUBJECT TO INCREASED COMPETITION FROM OVERSEAS COMPETITORS.

      The automotive, truck, bus and farm equipment industries and
   automotive aftermarket are highly competitive.  Modine's competes with
   several manufacturers of heat transfer products, some of which are
   divisions of larger companies with greater resources and some of which
   are independent companies.  Those markets have changed significantly
   in recent years as Modine's traditional OEM customers in the United
   States, faced with dramatically increased international competition,
   have expanded their worldwide sourcing of parts to better compete with
   lower-cost imports.  These market changes have caused Modine to
   experience competition from suppliers in other parts of the world
   which enjoy economic advantages such as lower labor and health care
   costs.

      Modine competes in these markets on the basis of price, product
   quality, customer service, distribution capabilities, geographic
   presence and reputation.  Moreover, in recent years, Modine's
   customers have asked Modine, as they have asked all of their primary
   suppliers, to participate directly and more substantially in research
   and development, design, and validation projects that should result in
   stronger relationships and more partnership opportunities.
   Notwithstanding those trends, however, competitive pressures could
   cause Modine to lose market share or could result in significant price
   erosion, either of which could have a material adverse effect upon the
   financial position, results of operations and cash flows of Modine.

   THE PRINCIPAL MARKETS IN WHICH MODINE COMPETES ARE RELATIVELY MATURE,
   AND FUTURE INCREASES IN THE COMBINED COMPANIES' REVENUES WILL CONTINUE
   TO BE DEPENDENT, IN THE SHORT-TERM, UPON MODINE'S ABILITY TO INCREASE
   MARKET SHARE IN THE MARKETS IN WHICH IT COMPETES.

      Growth in the automotive, truck, bus and farm equipment markets
   and the automotive aftermarkets is relatively modest even when general
   economic conditions are good.  As a result, Modine's ability to
   increase sales to those markets is largely dependent upon its ability
   to displace sales by its competitors.  Although the computer,
   telecommunications, networking and power-semiconductor markets into
   which Thermacore sells are higher growth markets, Thermacore's sales
   will initially constitute only a relatively modest percentage of the
   sales of the combined companies.

   BOTH MODINE AND THERMACORE ARE DEPENDENT ON A LIMITED NUMBER OF MAJOR
   CUSTOMERS, THE LOSS OF WHICH COULD NEGATIVELY AFFECT THE FINANCIAL
   PERFORMANCE OF THE COMBINED COMPANIES.

      Ten customers accounted for approximately 45.9% of Modine's sales
   in its fiscal year ended March 31, 2000.  Those customers, listed
   alphabetically, were BMW, Caterpillar, DaimlerChrysler, Fiat, Ford,
   John Deere, International Truck (formerly Navistar International),
   NAPA, Paccar and Volkswagen. Sales to a single customer, Hewlett

                                     15







   Packard, represented approximately 38% of Thermacore's total revenues
   in its fiscal year ended June 30, 2000.  The loss of one or more of
   these customers could have a material adverse effect on the financial
   performance of the combined companies until such time, if any, as
   sales to those customers have been replaced by sales to another
   customer.

   MODINE'S OBLIGATIONS TO COMPLY WITH UNKNOWN FUTURE ENVIRONMENTAL
   OBLIGATIONS COULD HAVE A MATERIAL ADVERSE EFFECT ON MODINE.

      Modine's business and products are, and those of the combined
   companies will be, subject to a constantly changing body of
   environmental laws and regulations that require that certain
   environmental standards be met and imposes liability for failure to
   comply with those standards. While Modine seeks to assure compliance
   with environmental laws and regulations, there can be no assurance
   that Modine's operations or activities, or historical operations by
   others at Modine's locations, will not result in cleanup obligations,
   civil or criminal enforcement actions or private actions that could
   have a material adverse effect on Modine.

   MODINE HAS ADOPTED A SHAREHOLDER RIGHTS AGREEMENT AND CERTAIN
   PROVISIONS IN ITS ARTICLES OF INCORPORATION THAT WILL MAKE IT MORE
   DIFFICULT FOR A PROSPECTIVE ACQUIROR TO ACQUIRE MODINE WITHOUT THE
   PRIOR APPROVAL OF MODINE'S BOARD OF DIRECTORS.

   Like a large number of publicly traded companies, Modine has adopted a
   shareholder rights agreement.  See "Description of Modine Common
   Stock--Shareholder Rights Plan."  The rights, if issued under the
   agreement, would result in a substantial dilution of the share
   ownership in Modine of any person or entity which sought to acquire
   more than 20% of Modine's outstanding common stock without prior
   negotiation with, and the approval of, Modine's board of directors.
   Modine's articles of incorporation also (1) provide for a staggered
   board of directors, thus making it more difficult for a dissident
   shareholder or third-party to obtain control of Modine's board, and
   (2) include a provision imposing, among other things, the requirement
   that certain mergers and acquisitions be approved by a super-majority
   vote of Modine's shareholders.  The rights agreement and these
   provisions in Modine's articles, together with certain provisions of
   the Wisconsin Business Corporation Law, will make it more difficult
   for a person or entity to obtain control of Modine without the support
   of Modine's board, even if individual shareholders believe that a
   change in control of Modine would be in their best interests or in the
   best interests of Modine or if a prospective acquiror were willing to
   pay a premium for Modine's shares that individual shareholders found
   attractive.



                                     16





   FORWARD-LOOKING STATEMENTS MADE IN THIS DOCUMENT ARE SUBJECT TO RISKS
   AND UNCERTAINTIES, WHICH MAY CAUSE RESULTS TO DIFFER MATERIALLY FROM
   THOSE EXPRESSED IN THESE STATEMENTS.

      This document contains, or incorporates by reference documents
   that contain, forward-looking statements that are subject to risks and
   uncertainties.  Forward-looking statements include information
   concerning future financial results of Modine and Thermacore.  Also,
   when words such as "intend," "anticipate," "believe," "expect" or
   similar expressions are used, these words indicate forward-looking
   statements.  These statements are not guarantees of future performance
   and involve known and unknown risks, uncertainties and other factors
   which may cause the actual results, performance or achievements to
   differ materially from the future results, performance or achievements
   expressed or implied in the forward-looking statements.  In addition
   to the assumptions and other factors referred to specifically in
   connection with those statements, factors that could cause actual
   results to differ materially from those contemplated in the forward-
   looking statements include those factors described in this section, or
   similar cautionary sections in the documents incorporated by reference
   in this proxy statement/prospectus.




































                                     17







                                 THE MERGER

   BACKGROUND OF THE MERGER

      BACKGROUND OF MODINE'S INTEREST IN ACQUIRING THERMACORE.  In early
   2000, Modine's strategic planning and business development group began
   researching the electronics cooling market as a potential new market
   for Modine.  Modine had offered a line of electronic cooling products
   in the 1950's and had created an electronics cooling consortium and
   sold electronics cooling products to the medical industry in the
   1990's.  Its presence in the electronic cooling market was, however,
   limited.  The strategic planning group believed that the electronics
   cooling market was a high growth market which Modine was particularly
   well-equipped to enter in light of its long-standing expertise and
   experience in providing thermal management solutions in other markets.

      During the first half of 2000, Modine's strategic planning group
   conducted informational meetings with several major electronics
   companies and other potential customers, consulted with academic and
   industry experts in the field of electronic cooling, attended
   conferences, gathered published materials and conducted other research
   relating to the electronic cooling market and its participants.
   During the course of conducting its research, the strategic planning
   group concluded, and senior management concurred, that it would be
   more effective for Modine to enter the electronic cooling business
   through the acquisition of an existing participant in that market
   rather than attempting to develop the business internally.  In July of
   2000, the strategic planning group began to develop a more formal
   business plan and compiled, as part of that plan, a short list of
   potential acquisition targets, including Thermacore. The strategic
   planning group had concluded, based on discussions with a number of
   large manufacturers of electronics products and other market research,
   that Thermacore had an excellent reputation in the market, due
   primarily to its technical expertise and ability to manage
   successfully customer relationships.

      EVENTS LEADING TO THE THERMACORE BOARD DECISION TO SELL THE
   COMPANY.  In 1999, Thermacore's board of directors determined that
   Thermacore would need high volume production capabilities in order to
   meet forecasted increases in customer demand.  Thermacore's board
   reached that conclusion based on both input from customers and an
   internal study of the industry and of forecasted demand conducted by
   Thermacore in late 1999.  Thermacore's board also determined that
   substantial additional capital funding and a substantial increase in
   skilled labor would be required in order to achieve high volume
   production capabilities sufficient to meet forecasted increases in
   customer demand.

      On several occasions in late 1999 and early 2000, the Thermacore
   board discussed the strategic options available to Thermacore for
   addressing this need.  Those options included (1) purchasing or
   building a new manufacturing facility and hiring the necessary skilled

                                     18







   labor, (2) establishing a joint venture with a high volume
   manufacturing business, or (3) seeking a buyer for Thermacore that had
   high volume manufacturing capabilities and would provide shareholder
   liquidity.  In May 2000, Thermacore had extensive discussions with a
   strategic partner about a possible business combination that
   Thermacore believed would result in a significant increase in the
   manufacturing capabilities for Thermacore's thermal management
   products.  Thermacore engaged the investment banking firm of SG Cowen
   Securities Corporation to advise Thermacore in connection with the
   negotiations.  Those negotiations terminated without agreement.

      On May 17, 2000, the Thermacore board held a meeting to explore
   the strategic alternatives available to Thermacore to enhance
   shareholder value.  Representatives of SG Cowen and Pepper Hamilton
   LLP, Thermacore's legal counsel, participated in the meeting.  At that
   meeting, the Thermacore board discussed with SG Cowen the company's
   prospects going forward either (1) as a stand-alone entity, taking
   into account estimated costs, including capital expenditures and
   working capital, related to the construction and operation of a high
   volume manufacturing facility or (2) in combination with a strategic
   partner that had those manufacturing and operations capabilities.  The
   discussion included consideration of a discounted cash-flow analysis
   of Thermacore as a stand-alone entity, a pro forma impact study of the
   market value of Thermacore's capital stock if it were acquired by
   various public strategic partners, and an incremental
   accretion/dilution analysis of the Thermacore's capital stock if the
   company were sold for cash.  After discussion and evaluation of
   different transaction scenarios, including an organized bid process
   and valuation matters, the Thermacore board of directors authorized SG
   Cowen to conduct a bid process on behalf of Thermacore in which it
   would solicit offers for the acquisition of Thermacore from a wide
   range of possible acquirers with the goal of maximizing Thermacore's
   capability and value for all shareholders.

      During June and July 2000, SG Cowen prepared descriptive materials
   concerning, among other things, Thermacore's operations, properties,
   products, financial history and management.  In conjunction with SG
   Cowen, Thermacore's management also developed a list of potential
   buyers.  SG Cowen began contacting potential buyers in August 2000.

      INITIAL CONTACT BETWEEN MODINE AND THERMACORE.  On August 3, 2000,
   Thomas Neyens, Modine's Director of Business Planning and Development
   and the head of its strategic planning group, contacted Donald Ernst,
   Thermacore's Vice President of Development, to propose an introductory
   meeting between representatives of Modine and Thermacore.  Modine
   informed Thermacore that Modine was interested in entering the
   electronics cooling business and wanted to discuss shared
   opportunities for the two companies.  Modine did not know, at the
   time, that Thermacore's board had decided to sell the company.  A
   meeting was arranged for September 1, 2000.



                                     19







      On the following day, a representative of SG Cowen called Mr.
   Neyens to inform him that SG Cowen had been engaged to conduct a
   formal bid process for the acquisition and sale of Thermacore.  SG
   Cowen inquired whether Modine would be interested in participating in
   that process.  Mr. Neyens informed SG Cowen that Modine was interested
   in participating.  On August 11, 2000, Modine signed a confidentiality
   agreement in connection with the bidding process, and on August 15,
   2000, it received from SG Cowen a copy of a confidential offering
   memorandum relating to the sale of Thermacore's business.

      On September 1, 2000, representatives of Modine and Thermacore met
   at Thermacore's Lancaster, Pennsylvania headquarters, as originally
   arranged on the August 3, 2000 telephone call, to learn more about
   each other's businesses.  The parties discussed business and technical
   issues.  The parties did not specifically discuss an acquisition,
   although the parties understood that Modine would be participating in
   the bidding process.

      THE BIDDING PROCESS AND MODINE'S PARTICIPATION IN THAT PROCESS.
   During August 2000, SG Cowen contacted approximately 23 possible
   buyers, including major strategic competitors in the thermal
   management industry, strategic partners and financial buyers.  During
   August and September 2000, SG Cowen met with, in person or by
   telephone, all 23 prospective buyers, of which 11, including Modine,
   signed confidentiality agreements and requested and received a
   confidential offering memorandum, procedures for the bidding process,
   and a draft merger agreement.

      On September 12, 2000, Modine provided SG Cowen with a preliminary
   indication that it would be interested in purchasing 100% of
   Thermacore's capital stock for a total enterprise value of
   approximately $120 million, including the assumption of Thermacore's
   debt.  By September 14, 2000, the deadline for responding to the
   offering materials, SG Cowen received a total of four indications of
   interest from potential buyers.  On September 15, 2000 at a meeting of
   the Thermacore strategic committee of the board of directors, the
   committee reviewed and discussed with SG Cowen and Pepper Hamilton the
   process by which bids were solicited and the indications of interest
   that were received from potential buyers.  In addition, SG Cowen
   assessed each potential buyer and discussed valuation issues. After
   conferring with SG Cowen and Pepper Hamilton further, the Thermacore
   strategic committee authorized SG Cowen to invite the parties that had
   submitted the indications of interest, including Modine, to attend
   management presentations and to conduct due diligence reviews at
   Thermacore's corporate offices.  On October 3, 2000, SG Cowen extended
   formal invitations to Modine and other potential buyers to submit by
   November 9, 2000 final binding offers to acquire Thermacore.  The
   offer was to be submitted by marking for revision the draft merger
   agreement that SG Cowen had furnished to each of the bidders,
   containing each bidder's best and final offer.



                                     20







      On October 5, 2000, representatives of Modine attended a
   management presentation regarding Thermacore's operations at
   Thermacore's Lancaster, Pennsylvania headquarters and toured the
   Thermacore factory located there.  During that same period,
   representatives of Modine reviewed documents and other information
   regarding Thermacore that had been assembled and made available at
   Thermacore's offices.  These materials related to Thermacore's
   corporate governance, employees and material contracts, management
   reports and financial and operating data. On October 11, 2000,
   representatives of Modine toured Thermacore's manufacturing facilities
   in Mexico.  During the month of October, representatives of the three
   other prospective buyers also attended Thermacore management
   presentations, toured Thermacore's facilities, and conducted due
   diligence at Thermacore's offices.

      At a regular meeting of Modine's board of directors held on
   October 18, 2000 at which all but one director were present, the
   Modine board authorized Modine's officers to negotiate, execute and
   deliver a merger agreement, subject to certain parameters specified by
   the board.  On October 25, 2000, SG Cowen informed Modine that the
   deadline for submitting final bids had been extended to November 21,
   2000. Modine continued its due diligence, including a tour of
   Thermacore's facility in the United Kingdom on November 6, 2000.

      On November 21, 2000, Modine submitted an offer to acquire all of
   the outstanding capital stock of Thermacore.  On November 22, 2000,
   the Thermacore board held a special meeting at which it reviewed the
   results of the bidding process with Thermacore's executive management,
   SG Cowen and Pepper Hamilton.  Representatives of SG Cowen and Pepper
   Hamilton reviewed the valuation and structure of the Modine offer as
   well as the principal terms of the proposed merger agreement and
   voting agreement and compared the Modine offer to the options
   available to Thermacore.  After determining that the Modine proposal
   offered the greatest realizable value to the Thermacore shareholders,
   the Thermacore board of directors directed the company's executive
   management, with the assistance of SG Cowen and Pepper Hamilton, to
   begin negotiations with Modine.

      NEGOTIATIONS BETWEEN THERMACORE AND MODINE.  On November 29, 2000,
   Thermacore delivered its initial comments on the draft merger
   agreement to Modine.  On November 30, 2000, several members of
   Modine's management team met with several members of Thermacore's
   management team, along with representatives from SG Cowen and Pepper
   Hamilton, to negotiate various terms of the merger agreement.  These
   negotiations included all aspects of the transaction, including the
   representations and warranties made by the parties, the conditions to
   completion of the proposed merger, the total purchase price, maximum
   and minimum Modine share prices to be used in determining the number
   of shares to be issued, preservation of the location of Thermacore
   operations upon the completion of the proposed merger, and treatment
   of Thermacore employee stock options.


                                     21







      On December 1, 2000, L. Ronald Hoover, Thermacore's chief
   executive officer, Richard J. Defieux and John P. Horgan, two of
   Thermacore's directors, and a representative from SG Cowen met with
   Modine's senior executive team at Modine's corporate headquarters in
   Racine, Wisconsin.  At the meeting, Modine made a presentation
   regarding its corporate structure, management, and operations, and the
   parties discussed the proposed merger.

      Between December 1 and December 6, numerous teleconferences were
   held among representatives of Modine, Thermacore, Pepper Hamilton and
   Schiff Hardin & Waite, counsel to Modine, to negotiate the terms and
   conditions of the merger agreement.  The discussions were focused on a
   proposed transaction that would value Thermacore at $93.5 million and
   would be structured as a one-step stock merger, as a result of which
   Modine would also assume $16.5 million in Thermacore debt.  Modine's
   common stock would be valued using a 20-day average within a range of
   between +/- 7.5% to 20% of $27-28 per share for purposes of
   determining the number of shares of Modine common stock to be issued
   in exchange for Thermacore common and preferred stock.  On December 6,
   2000, Modine, at the request of SG Cowen, submitted a revised offer.
   Negotiations continued following Modine's submission of its revised
   offer, including discussions of Thermacore's request for board
   representation and the executive level to which Thermacore management
   would report at Modine following the merger and further negotiations
   of the Modine common stock price collar.  The parties agreed that for
   a two-year period following the merger Thermacore representatives
   would hold three of the seven seats on Thermacore's board of
   directors.  The parties also negotiated the terms and conditions of
   the employment agreements to be entered into between Thermacore and
   six of its executive officers.  During that same period, Thermacore's
   board of directors held two special meetings to discuss and direct the
   negotiations with Modine.  Those meetings took place on December 7 and
   12, 2000.

        APPROVAL OF THE MERGER AGREEMENT BY THERMACORE'S BOARD.  On
   December 13, 2000, the Thermacore board of directors held a special
   meeting to review revised drafts of the merger agreement, which
   included a revised price collar of $22.08 to $32.00 per share, and the
   voting agreements and discuss the principal terms of the proposed
   merger.  After further deliberation, the Thermacore board of directors
   unanimously:

      *   determined that the merger and the merger agreement are
          advisable and in the best interests of Thermacore and its
          shareholders;

      *   approved the merger, the merger agreement, the voting
          agreements and the transactions contemplated thereby, together
          with such changes as were discussed at the meeting;

      *   resolved to call a special meeting of Thermacore's shareholders
          to approve and adopt the merger agreement;

                                     22







      *   resolved to recommend that the Thermacore shareholders vote in
          favor of approval and adoption of the merger agreement; and

        *  authorized Dr. Hoover to execute, on behalf of Thermacore, the
           merger agreement and such other documents that Dr. Hoover
           deems necessary or advisable in his discretion, together with
           any changes, deletions, additions and alterations Dr. Hoover
           approved consistent with the resolutions of the Thermacore
           board of directors.

        As a condition to entering into the merger agreement, Modine
   required certain affiliates of Thermacore to enter into voting
   agreements with Thermacore and Modine under which they agreed to vote
   their Thermacore shares in favor of the adoption and approval of the
   merger and the merger agreement.  During the afternoon of December 13,
   2000, those affiliates of Thermacore executed the voting agreements.
   Modine and Thermacore then entered into the merger agreement and the
   voting agreements.

        ADDITIONAL BOARD APPROVALS BY MODINE.  At a meeting held on
   January 17, 2001, the Modine board authorized the issuance of the
   Modine common stock to be issued in the merger and upon the exercise
   of the Modine options to be substituted for the Thermacore options,
   authorized the preparation and filing of the registration statement of
   which this proxy statement/prospectus is a part and the filing of an
   application to list the shares of Modine common stock on the Nasdaq
   National Market, and took certain other additional actions required in
   connection with the merger and the merger agreement.

        AMENDMENT NO. 1 TO THE MERGER AGREEMENT.  Subsequent to the
   signing of the merger agreement, Thermacore and two holders of
   Thermacore options mutually agreed to rescind grants of options to
   purchase a total of 5,000 shares of Thermacore common stock.  On March
   15, 2001, Thermacore and Modine amended the merger agreement to revise
   the formula used in determining the per share consideration in order
   to reflect, as a result of the rescission, the reduction in the number of
   shares issuable upon the exercise of outstanding Thermacore options.
   In addition, Modine Merger Co., which was incorporated as a
   Pennsylvania corporation on March 1, 2001, became a party to the
   merger agreement by its execution of the amendment to the merger
   agreement, which was approved and adopted by its board of directors on
   March 14, 2001 and by Modine as its sole shareholder on March 15,
   2001.

   APPROVAL BY THE MODINE BOARD; MODINE'S REASONS FOR THE MERGER

        Modine's board of directors has determined that the merger and
   the merger agreement, including the issuance of shares of Modine
   common stock to Thermacore shareholders in exchange for their shares
   of Thermacore common and preferred stock, are in the best interests of
   Modine and its shareholders.  At a meeting of the Modine board of
   directors held on October 18, 2000 where all but one of the directors

                                     23







   were in attendance, the directors unanimously approved the acquisition
   of Thermacore by Modine and the negotiation and delivery of a merger
   agreement.  Modine's board authorized the issuance of the shares of
   common stock to be issued in the merger and other related actions at a
   meeting held on January 17, 2001.

        Modine's board of directors authorized the merger and the merger
   agreement because it believes that the acquisition of Thermacore by
   Modine is consistent with Modine's strategic plans for growth and
   market diversification.  Modine's board believes that Thermacore's
   electronics cooling technology represents a natural extension of
   Modine's heat transfer technology and that the acquisition of
   Thermacore will permit Modine to expand into a new and higher growth
   market.  Modine's board of directors also believes that Modine will be
   able to build upon Thermacore's existing strengths, its technology and
   customer relationships, by providing Thermacore with greater access to
   capital, sourcing synergies and manufacturing expertise.

        In reaching its decision to approve the merger agreement and the
   issuance of shares of Modine common stock to Thermacore shareholders
   in connection with the merger, the Modine board took into account a
   number of factors, including the following:

        *    Modine's desire to participate in the electronics cooling
             market;

        *    the strategic fit between Thermacore's electronics cooling
             technology and Modine's heat transfer technology;

        *    the historical financial performance of Thermacore and the
             projections of Thermacore's management for future sales and
             profit growth;

        *    the risks that Thermacore's projected sales and profit
             growth would not be achieved;

        *    Thermacore's strengths as a technology leader and its broad
             customer relationships in the electronics industry;

        *    opportunities for improving Thermacore's manufacturing
             operations;

        *    the effect of the merger on Modine's short-term and long-
             term financial performance, including its belief that the
             issuance of the shares of Modine common stock in the merger
             would result in a slight dilution of Modine's earnings per
             share in fiscal year 2001 and be accretive to earnings in
             fiscal year 2002; and

        *    its belief that participation by Modine in the electronics
             cooling market would have a positive effect on the earnings
             multiple at which Modine common stock trades.

                                     24







        The foregoing discussion of the information considered by the
   Modine Board includes all material factors considered by the Modine
   Board.  In light of the variety of factors considered in its
   evaluation of the merger and the complexity of these matters, the
   Modine Board did not find it practicable to and did not attempt to
   quantify, rank or otherwise assign relative weights to these factors.
   The Modine Board conducted an overall analysis of the factors
   described above, including discussions with Modine's management and
   legal and accounting advisors.  In considering these factors,
   individual members of the Modine Board may have given different weight
   to different factors.  The Modine Board considered all these factors
   as a whole and considered them overall to be favorable and to support
   its approval of the merger and the merger agreement.

   RECOMMENDATION OF THE THERMACORE BOARD; THERMACORE'S REASONS FOR THE
   MERGER

        The Thermacore board of directors has unanimously approved the
   merger agreement and recommends that Thermacore shareholders vote
   "FOR" the approval and adoption of the merger agreement.  In reaching
   its decision to approve the merger agreement, the Thermacore board of
   directors consulted with: (1) its legal counsel regarding the legal
   terms of the transaction and the obligations of the Thermacore board
   of directors in its consideration of the proposed transaction, (2) its
   financial advisors regarding the financial aspects of the proposed
   transaction, and (3) the management of Thermacore concerning the
   strategic advantages of an alliance with Modine, Thermacore's
   prospects in the absence of such alliance and Thermacore's
   alternatives for enhancement of shareholder value.  At the same time,
   the Thermacore board of directors also reviewed the history of Modine
   and the prospects of Modine if the merger were completed.  The factors
   that were examined as part of this analysis include, but were not
   limited to, the following:

        *    the efficacy of Thermacore's strategic plan under current
             and forecasted customer demands and actions that would
             increase financial performance and long-term shareholder
             value;

        *    Thermacore's need to develop a high volume manufacturing
             capability to meet its customers' and the markets' demands
             and the difficulties of doing so as a stand-alone entity;

        *    the Thermacore board of directors' review of the business,
             operations, earnings and financial condition of Modine on
             both a historical and a prospective basis, the enhanced
             opportunities for operating efficiencies and sales growth
             that could result from the merger, the enhanced
             opportunities for growth that the merger would make possible
             as a result of Thermacore's becoming part of a larger
             organization with greater resources and the respective


                                     25







             contributions that the parties would bring to a combined
             corporation;

        *    the belief that the opportunity to own stock of a larger,
             publicly traded company listed on the Nasdaq National Market
             would provide greater security to shareholders and a better
             return on their investment and would eliminate some of the
             risks of owning an illiquid investment in a privately held
             company and offer the potential for increased long-term
             value and liquidity to Thermacore shareholders;

        *    the current and anticipated market price of Modine common
             stock and the relative value of the merger consideration
             being offered to Thermacore shareholders;

        *    the fact that Modine's acquisition proposal was selected as
             the result of an extensive organized bid process involving
             discussions with a number of potential buyers, that Modine's
             offer represented the highest complete formal bid made in
             this process and that it was the result of arms' length
             negotiations in which the Thermacore board of directors and
             management were assisted by financial and legal advisors;

        *    the terms of the merger agreement and the transactions
             contemplated by the merger agreement, including the exchange
             ratio, the assumption of Thermacore's outstanding options,
             the agreement to maintain certain departments of Thermacore
             in Lancaster, Pennsylvania for two years from the effective
             time of the merger, the termination provisions, the voting
             agreement from majority shareholders, the continuation of
             director and officer insurance and the indemnification of
             officers and directors;

        *    alternatives to the proposed transaction, including
             remaining independent as well as consideration of other
             potential strategic merger partners;

        *    the expectation that the merger will be treated as a tax-
             free reorganization to Thermacore and its shareholders,
             except for tax resulting from any cash received by the
             holders of Thermacore stock for fractional shares or in
             connection with the exercise of dissenters' rights;

        *    the expectation that the merger is to be accounted for using
             the pooling-of-interests method of accounting;

        *    the interests of management, particularly the assumption of
             the current management's employment and change-in-control
             agreements and the new employment agreements to be entered
             into by certain members of Thermacore's management,
             including one director;


                                     26







        *    the enhanced ability to attract and retain key managers and
             engineers in light of competition and market conditions as a
             result of a combination with Modine; and

        *    the interests of employees in being part of, and
             opportunities for career advancement as a result of,
             Modine's growth in new markets.

   The Thermacore board of directors also considered several potentially
   negative factors relating to the merger, including:

        *    the risks that the potential benefits sought from the merger
             would not be fully achieved;

        *    the risk that the merger would not be completed and the
             effect of the public announcement of the merger on
             Thermacore's sales and operating results, particularly the
             effect of the announcement on key customer and supplier
             relationships;

        *    the difficulty of and risks associated with integration of
             different organizational structures;

        *    the risks of Thermacore suffering employee attrition or of
             failing to attract key personnel due to the uncertainties
             associated with a pending merger; and

        *    the conditions to the merger.

        The Thermacore board of directors concluded that these factors
   were outweighed by the potential benefits to be gained by the merger
   agreement and the completion of the proposed merger.  The above
   discussion of material factors is not exhaustive, but does set forth
   the principal factors considered by the Thermacore board of directors.
   The Thermacore board of directors collectively reached the conclusion
   to approve the merger agreement and the merger in light of the factors
   described above and other factors that each member of the Thermacore
   board of directors felt were appropriate.  The Thermacore board of
   directors did not assign relative or specific weights to any of the
   factors described above, and individual directors may have weighed the
   factors differently.

        FOR THE REASONS SET FORTH ABOVE, THE THERMACORE BOARD OF
   DIRECTORS HAS APPROVED THE MERGER AND THE MERGER AGREEMENT AS FAIR TO
   AND IN THE BEST INTERESTS OF THERMACORE AND ITS SHAREHOLDERS AND
   RECOMMENDS THAT THERMACORE SHAREHOLDERS APPROVE AND ADOPT THE MERGER
   AGREEMENT.

   ACCOUNTING TREATMENT

        The merger is expected to qualify as a pooling of interests for
   accounting and financial reporting purposes under generally accepted

                                     27







   accounting principles.  Under this method of accounting, (1) the
   recorded assets and liabilities of Modine and Thermacore will be
   carried forward to Modine at their historical recorded amounts,
   subject to any adjustments required to conform the accounting policies
   of the two companies; (2) net income of the combined corporation will
   include income of Modine and Thermacore for the entire fiscal year in
   which the merger occurs; and (3) the historical reported net income of
   Modine and Thermacore for prior periods will be combined and restated
   as net income of Modine after addressing any conformity issues. It is
   a condition to the obligations of Modine and Thermacore to consummate
   the merger that Modine and Thermacore shall have received a letter
   from Modine's independent public accountants stating that they concur
   with the conclusions of Modine's and Thermacore's management that no
   conditions exist that would preclude accounting for the merger as a
   pooling of interests.

   MATERIAL FEDERAL INCOME TAX CONSEQUENCES

        The following discussion is a summary of the material U.S.
   federal income tax consequences of the merger to a shareholder of
   Thermacore who holds shares of Thermacore common stock or preferred
   stock as a capital asset at the time of the merger.  The discussion is
   based on laws, regulations, rulings and decisions in effect on the
   date of this proxy statement/prospectus, all of which are subject to
   change, possibly with retroactive effect, and to differing
   interpretations. This discussion does not address all aspects of
   federal taxation that may be relevant to particular Thermacore
   shareholders in light of their personal circumstances or to Thermacore
   shareholders subject to special treatment under the Internal Revenue
   Code of 1986, including, among others, tax-exempt organizations,
   Thermacore shareholders who received their Thermacore common stock
   through the exercise of employee stock options or otherwise as
   compensation, and Thermacore shareholders who are not U.S. persons.
   In addition, the discussion does not address any state, local or
   foreign tax consequences of the merger.

        YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE
   PARTICULAR TAX CONSEQUENCES OF THE MERGER TO YOU.

        TAX OPINIONS.  In the opinion of Schiff Hardin & Waite, counsel
   to Modine, and Pepper Hamilton LLP, counsel to Thermacore, subject to
   the considerations described below under " Certain Considerations with
   Respect to Opinions," the merger will constitute a "reorganization"
   within the meaning of Section 368(a) of the Internal Revenue Code, and
   Modine, Modine's merger subsidiary and Thermacore will each be a party
   to the "reorganization" within the meaning of Section 368(b) of the
   Internal Revenue Code.  Completion of the merger is conditioned upon
   counsel to both Modine and Thermacore delivering tax opinions
   immediately before the effective time of the merger to the same effect
   and subject to substantially the same considerations set forth in this
   section.


                                     28







        TAX CONSEQUENCES OF THE MERGER.  In accordance with the
   conclusion of Schiff Hardin & Waite's and Pepper Hamilton LLP's tax
   opinions that the merger will constitute a reorganization within the
   meaning of Section 368(a) of the Internal Revenue Code, and subject to
   the considerations described below under "-- Certain Considerations
   with Respect to Opinions," (1) in the opinion of Schiff Hardin & Waite
   and Pepper Hamilton LLP, no gain or loss will be recognized by Modine,
   Modine's merger subsidiary or Thermacore as a result of the merger and
   (2) in the opinion of Pepper Hamilton LLP:

        *    no gain or loss will be recognized by a holder of Thermacore
             common stock or preferred stock upon the exchange of his or
             her shares solely for shares of Modine common stock in the
             merger, except with respect to cash, if any, received by a
             holder of Thermacore common or preferred stock in lieu of a
             fractional share of Modine common stock or in connection
             with the exercise of dissenters' rights;

        *    the aggregate tax basis of the shares of Modine common stock
             received solely in exchange for shares of Thermacore common
             stock or preferred stock in the merger, including a
             fractional share of Modine common stock for which cash is
             received, will be the same as the aggregate tax basis of the
             shares of Thermacore common stock and preferred stock
             surrendered for Modine common stock in the merger;

        *    the holding period for shares of Modine common stock
             received in exchange for shares of Thermacore common stock
             and preferred stock in the merger, including a fractional
             share of Modine common stock, will include the holding
             period of the shares of Thermacore common stock and
             preferred stock surrendered for Modine common stock in the
             merger; and

        *    cash received by a holder of Thermacore common stock or
             preferred stock in lieu of a fractional share of Modine
             common stock or upon the exercise of dissenters' rights will
             be treated as received in exchange for shares of Thermacore
             common stock or preferred stock and capital gain or loss
             will be recognized in an amount equal to the difference
             between the amount of cash received and the tax basis of the
             exchanged Thermacore shares.

        CERTAIN CONSIDERATIONS WITH RESPECT TO OPINIONS.  Schiff Hardin &
   Waite's and Pepper Hamilton LLP's tax opinions are subject to certain
   assumptions, limitations and qualifications.  The opinions are based
   on current laws that may change, possibly with retroactive effect.  In
   issuing their opinions, Schiff Hardin & Waite and Pepper Hamilton LLP
   relied on certain representations made by Thermacore and Modine and
   their respective managements.  Please refer to the full text of Schiff
   Hardin & Waite's and Pepper Hamilton LLP's tax opinions, which set
   forth the assumptions made and matters considered in connection with

                                     29







   those opinions.  Copies of the opinions are filed as exhibits to
   Modine's registration statement on Form S-4 filed with the Securities
   and Exchange Commission, of which this proxy statement/prospectus
   forms a part.  Opinions of counsel are not binding on the Internal
   Revenue Service or the courts and do not preclude the Internal Revenue
   Service from adopting or a court from sustaining a contrary position.
   In addition, if any of these representations or assumptions are
   inconsistent with the actual facts, the U.S. federal income tax
   consequences of the merger could be adversely affected.

   REGULATORY MATTERS

        Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
   and the rules promulgated under that act by the Federal Trade
   Commission, certain transactions may not be consummated unless certain
   information has been furnished to the Federal Trade Commission and the
   Antitrust Division of the Department of Justice and all applicable
   waiting periods have been terminated or have expired.  The merger is
   subject to these requirements.  On January 29, 2001, Modine and
   Thermacore each filed a Notification and Report Form for review under
   the Hart-Scott-Rodino Act with the Federal Trade Commission and the
   Antitrust Division of the Department of Justice.  Early termination of
   the Hart-Scott-Rodino Act waiting period was granted on February 13,
   2001.

        Neither Modine nor Thermacore is aware of any other material
   governmental or regulatory approval required for completion of the
   merger, other than compliance with applicable Pennsylvania corporate
   law.

   DISSENTERS' RIGHTS

        Under Subchapter D of Chapter 15 of the Pennsylvania Business
   Corporation Law of 1988, holders of shares of  Thermacore common stock
   and preferred stock have the right to dissent from the merger and
   obtain a cash payment of the "fair value" of their shares in cash in
   the event that the merger is consummated.  The term "fair value" means
   the value of a share of Thermacore common stock or preferred stock
   immediately before consummation of the merger taking into account all
   relevant factors, but excluding any appreciation or depreciation in
   anticipation of the merger.  Neither Modine nor Thermacore can assure
   you as to the methodology a court would use to determine fair value or
   how a court would select which elements of value are to be included in
   this determination. The value so determined could be more or less than
   the consideration to be paid for each share of Thermacore common stock
   or Thermacore preferred stock in the merger. A copy of the applicable
   statute is included as Annex B to this proxy statement/prospectus.
   The following summary of the provisions is qualified in its entirety
   by reference to Annex B.

        If you wish to exercise dissenters' rights, you must do all of
   the following:

                                     30







        (1)  submit, before the vote upon the merger at the special
             meeting, a written notice to Thermacore of your intention to
             demand payment of the fair value of your shares if the
             merger is consummated;

        (2)  make no change in the beneficial ownership of the shares
             between the date of your notice and the date that the merger
             is consummated; and

        (3)  not vote your shares of Thermacore common stock or preferred
             stock in favor of the approval and adoption of the merger
             agreement.

        Voting against, abstaining from voting, or failing to vote on
   approval and adoption of the merger agreement will not constitute
   written notice of an intent to demand payment for shares of Thermacore
   common stock or preferred stock within the meaning of Subchapter D.
   You must send a separate, written notice or demand which includes your
   name, address and telephone number to:

             Thermacore International, Inc.
             780 Eden Road
             Lancaster, Pennsylvania 17601
             Attention: Secretary

        In the event that, after filing a written notice to demand
   payment of fair value, you vote for approval and adoption of the
   merger agreement, or you deliver a proxy in connection with the
   special meeting that does not specify a vote against, or an abstention
   from voting on, approval and adoption of the merger agreement, you
   will have waived your dissenters' rights and will have nullified any
   written notice of an intent to demand payment that you previously
   submitted.  However, failure to submit a proxy specifying a vote
   against or abstention from voting on the merger after filing a written
   notice to demand payment of fair value will not waive your dissenters'
   rights.

        You may assert dissenters' rights as to less than all of the
   shares registered in your name only if you dissent with respect to all
   shares owned by any one beneficial owner and you disclose the name and
   address of each person on whose behalf you are dissenting. The rights
   of a partial dissenter are determined as if the shares as to which the
   record holder dissents and the record holder's remaining shares were
   registered in the names of different shareholders. A beneficial owner
   may assert dissenters' rights as to shares held on the beneficial
   owner's behalf only if the beneficial owner submits to Thermacore the
   record holder's written consents to the dissent no later than the time
   the beneficial owner asserts his or her dissenters' rights. A
   beneficial owner may not dissent with respect to less than all shares
   of the same class or series owned by the beneficial owner, whether or
   not the shares owned by the beneficial owner are registered in the
   beneficial owner's name.

                                     31







        If the merger agreement is approved and adopted, Thermacore will
   deliver a further notice to all holders who have satisfied the
   foregoing requirements. This notice will instruct the holder on the
   procedure for obtaining payment and will include a copy of Subchapter
   D. Failure to strictly follow the procedures set forth in Subchapter D
   regarding perfection of dissenters' rights may result in a loss of the
   right to payment.

        The foregoing is only a summary of the rights of a dissenting
   shareholder of Thermacore. If you intend to dissent from the merger,
   you should carefully review the applicable provisions of Subchapter D
   and should also consult with your attorney.  Your failure to follow
   precisely the procedures summarized above may result in loss of your
   dissenters' rights.  No additional notice of the events giving rise to
   dissenters' rights or any steps associated with asserting those rights
   will be furnished to you, except as indicated above or otherwise
   required by law.

   FEDERAL SECURITIES LAWS CONSEQUENCES; STOCK TRANSFER RESTRICTION
   AGREEMENTS

        All shares of Modine common stock received by Thermacore
   shareholders in the merger will be freely transferable, except that
   persons who are deemed to be "affiliates" of Thermacore under the
   Securities Act of 1933 at the time of the special meeting may resell
   the shares of Modine common stock they receive in the merger only in
   transactions permitted by Rule 145 under the Securities Act of 1933 or
   as otherwise permitted under that Act.  Persons who may be affiliates
   of Thermacore for those purposes generally include individuals or
   entities that control, are controlled by, or are under common control
   with, Thermacore, and would not include shareholders who are not
   officers, directors or principal shareholders of Thermacore.

        The merger agreement required Thermacore, within ten business
   days of the date of the merger agreement, (1) to obtain and deliver to
   Modine an executed letter agreement from each of the directors and
   executive officers of Thermacore, and (2) to use its best efforts to
   obtain and deliver to Modine similar executed letter agreements from
   each beneficial owner of five percent or more of the outstanding
   shares of Thermacore capital stock.  Those letter agreements provide
   that the affiliate will not sell, transfer or otherwise dispose of any
   shares of Modine common stock the affiliate receives in the merger or
   that are otherwise owned or acquired by that affiliate:

        (1)  for a period beginning 30 days before the merger and
             continuing until results covering at least 30 days of post-
             merger combined operations of Modine and Thermacore have
             been publicly filed or announced by Modine; or

        (2)  in violation of the Securities Act of 1933.



                                     32







        This proxy statement/prospectus and the registration statement of
   which it is a part do not cover any resales of the shares of Modine
   common stock you receive in the merger, and no person is authorized to
   make any use of this proxy statement/prospectus in connection with any
   resale.
















































                                     33







                 MATERIAL PROVISIONS OF THE MERGER AGREEMENT

   GENERAL

        The following is a description of the material provisions of the
   merger agreement.  The full text of the merger agreement, as amended,
   is attached as Annex A to this document.  You are encouraged to read
   the merger agreement in its entirety.

   EFFECT OF MERGER; SURVIVING CORPORATION

        Subject to the terms and conditions of the merger agreement,
   Modine Merger Co., a wholly owned subsidiary of Modine, will merge
   into Thermacore, and Thermacore will survive the merger as a wholly
   owned subsidiary of Modine.  Thermacore's separate corporate existence
   will continue unaffected and unimpaired by the merger.

   AMENDMENTS TO THERMACORE'S ARTICLES OF INCORPORATION AND BY-LAWS;
   DIRECTORS

        AMENDMENTS TO THERMACORE'S ARTICLES AND BYLAWS.  The merger
   agreement, as amended, provides that the articles of incorporation and
   bylaws of Modine Merger Co., as in effect on the effective date of the
   merger, will be the articles of incorporation and bylaws of the
   surviving corporation.  The name of the surviving corporation will,
   however, continue to be Thermacore International, Inc. and its
   registered office will be Thermacore's principal business address.
   The articles of incorporation of Modine Merger Co. differ from
   Thermacore's existing articles of incorporation in that the authorized
   capital stock of Modine Merger Co. consists only of 1,000 shares of
   common stock, no par value.  The authorized capital stock of
   Thermacore consists of 5,000,000 shares of common stock, par value
   $0.01 per share, and 62,500 shares of preferred stock, par value $0.01
   per share.  The articles of Modine Merger Co. also provide that the
   personal liability of directors of the corporation is limited to the
   fullest extent permitted by the provisions of Pennsylvania corporate
   law, as those provisions may be amended from time to time.
   Thermacore's articles describe certain actions for which the personal
   liability of directors will not be limited.

        Adoption and approval of the merger agreement by the Thermacore
   shareholders will constitute approval of the amended and restated
   articles of incorporation of Thermacore, including the amendments
   described above.  You should keep in mind that, if the merger is
   effective, Thermacore shareholders will cease to be shareholders of
   Thermacore and will become shareholders of Modine.  Your rights as a
   shareholder of Modine are governed by Modine's, not Thermacore's,
   articles of incorporation.

        DIRECTORS.  The merger agreement, as amended, also provides that
   the directors of Modine Merger Co., immediately before the effective
   time of the merger, will be the directors of Thermacore as the

                                     34







   surviving corporation.  Modine and Thermacore have agreed that, at the
   effective time of the merger and for at least two years from that
   date, four members of Thermacore's board of directors will be
   appointed by Modine and three will be appointed by John Ryan, as a
   representative of the former Thermacore shareholders.  Thermacore and
   Modine have also agreed that Donald R. Johnson, Modine's president and
   chief executive officer, David B. Rayburn, Modine's executive vice
   president, operations, and L. Ronald Hoover, who will continue to
   serve as president of Thermacore following the merger, will serve as
   three of the four initial directors to be appointed by Modine.  The
   other members of the initial board of directors of Thermacore
   following the merger have not yet been determined.

   CLOSING; EFFECTIVE TIME

        Unless otherwise agreed by the parties, the effective time of the
   merger will take place no later than the third calendar day after the
   approval and adoption of the merger agreement by Thermacore's
   shareholders, provided that all other conditions to the merger are
   satisfied or waived.

        On the closing date, Modine Merger Co. and Thermacore will file
   articles of merger and all other required filings or recordings with
   the Department of State of the Commonwealth of Pennsylvania in
   accordance with the relevant provisions of Pennsylvania law.  The
   merger will become effective when these articles of merger are filed
   with the Department of State of the Commonwealth of Pennsylvania, or
   at a later date or time as Modine Merger Co. and Thermacore agree and
   specify in the articles of merger.

   CONSIDERATION TO BE RECEIVED IN THE MERGER

        CONVERSION OF THERMACORE COMMON STOCK AND PREFERRED STOCK.  At
   the effective time of and by virtue of the merger, and without any
   action on the part of any shareholder of either Thermacore or Modine's
   merger subsidiary:


        *    Each issued and outstanding share of Thermacore common stock
             will be converted into the right to receive between 0.82001
             of a share and 1.18842 shares of Modine common stock, the
             actual number of shares to be determined according to the
             following conversion formula:

             (1)  $93,542,000, which is the aggregate consideration to be
                  paid by Modine for all capital stock of Thermacore in
                  the merger, shall be divided by 3,564,825, which is the
                  total number of outstanding shares of Thermacore common
                  stock calculated on a fully-diluted basis.  This
                  quotient is the "Per Share Consideration," and equals
                  approximately $26.24.


                                     35







             (2)  The Per Share Consideration shall then be divided by
                  the unweighted average last-sale price for Modine
                  common stock, as reported on the Nasdaq National
                  Market, for the 20 trading days ending on the fifth
                  trading day before the effective date of the merger, so
                  long as this unweighted average last-sale price is not
                  more than $32.00 and not less than $22.08.  This
                  quotient is the "Exchange Ratio."

             (3)  If the unweighted average last-sale price for Modine
                  common stock is less than $22.08 or more than $32, the
                  Exchange Ratio is fixed.  If the unweighted average
                  last-sale price for Modine common stock during the
                  measurement period is less than $22.08, you will
                  receive 1.18842 shares of Modine common stock for each
                  share of Thermacore common stock that you own, which
                  will have a value, based on the unweighted average
                  last-sale price of Modine's common stock during the
                  measurement period, of less than $26.24.  If the
                  unweighted average last-sale price of Modine common
                  stock during the measurement period is more than
                  $32.00, you will receive 0.82001 of a share of Modine
                  common stock for each share of Thermacore common stock
                  that you own which will have a value, based on the
                  unweighted average last-sale price of Modine's common
                  stock during the measurement period, of more than
                  $26.24.

             To illustrate, the table below sets forth a sample range of
             unweighted average last-sale prices for Modine common stock,
             the number of shares of Modine common stock each share of
             Thermacore common stock will be exchanged for at each
             average price, and the corresponding value of those shares
             of Modine common stock, determined on the basis of the
             unweighted average last-sale price for Modine common stock
             during the measurement period:

<TABLE>
<CAPTION>

               Unweighted Average Last-     No. of Shares of Modine Common   Value of Modine Common Stock per
             Sale Price of Modine Common    Stock to be Received per Share   Share of Thermacore Common Stock
                       Stock                 of Thermacore Common Stock      (using the unweighted average)
                        <S>                           <C>                                <C>
                        $18                           1.18842                            $21.39
                        $20                           1.18842                            $23.77
                        $22.08                        1.18842                            $26.24
                        $24                           1.09335                            $26.24
                        $26                           1.00924                            $26.24
                        $28                           0.93715                            $26.24
                        $30                           0.87468                            $26.24
                        $32                           0.82001                            $26.24
                        $34                           0.82001                            $27.88
                        $36                           0.82001                            $29.52
</TABLE>
             The market price of Modine common stock at the effective
             time of the merger may be more or less than the unweighted
             average last-sale price of Modine common stock during the
             measurement period.

        *    Each issued and outstanding share of Thermacore preferred
             stock will be converted into the right to receive that
             number of shares of Modine common stock that the holder
             would have been entitled to receive if the holder had
             converted the share of Thermacore preferred stock into
             Thermacore common stock immediately before the merger. Each
             share of Thermacore preferred stock is convertible, by its
             terms, into ten shares of Thermacore common stock.  As a
             result, each share of Thermacore preferred stock will be
             converted into ten times the number of shares of Modine
             common stock into which a share of Thermacore common stock
             is converted, determined according to the formula described
             above.

        Any share of Thermacore common stock held by Thermacore as
   treasury stock will be automatically canceled, and no securities of
   Modine or other consideration will be delivered in exchange for those
   shares.

        At the effective time of the merger, all shares of Thermacore
   common stock or preferred stock will cease to be outstanding and will
   automatically be canceled and retired.  Each holder of shares of
   Thermacore common stock or preferred stock will cease to have any
   rights with respect to those shares, except the right to receive
   shares of Modine common stock and cash, if any, in lieu of fractional
   shares of Modine common stock or, in the case of Thermacore
   shareholders who have properly exercised dissenters' rights, the fair
   value of the Thermacore shares.

        At the effective time of the merger, each share of common stock
   of Modine's merger subsidiary issued and outstanding immediately prior
   to the merger will be converted into one share of common stock of
   Thermacore, as the surviving corporation.

        DISSENTERS' SHARES. Shares of Thermacore common stock or
   preferred stock in respect of which dissenters' rights have been
   exercised shall be treated in accordance with Section 1930 and
   Subchapter D of Chapter 15 of the Pennsylvania Business Corporation
   Law of 1988.  If a person who otherwise would be deemed to be a
   dissenting shareholder fails to properly perfect or effectively
   withdraws or loses the right to dissent with respect to any shares of


                                     37







   Thermacore common stock or preferred stock, those shares will be
   treated as though they had been converted at the time of the merger
   into the right to receive shares of Modine common stock and cash, if
   any, in lieu of fractional shares of Modine common stock.  See also
   "The Merger -- Dissenters' Rights."

   CONVERSION OF SHARES; SURRENDER OF CERTIFICATES; FRACTIONAL SHARES

        Promptly after the effective time of the merger, Modine's
   exchange agent, Wells Fargo Bank Minnesota, N.A. Shareowner Services,
   will send a transmittal letter to each Thermacore shareholder.  The
   transmittal letter will contain instructions for the surrender of
   Thermacore stock certificates in exchange for certificates
   representing shares of Modine common stock.  SHAREHOLDERS SHOULD NOT
   RETURN STOCK CERTIFICATES WITH THE ENCLOSED PROXY.  The exchange agent
   will mail to each Thermacore shareholder who properly completes and
   returns a letter of transmittal and surrenders his or her Thermacore
   stock certificate or certificates (1) a stock certificate representing
   that shareholder's shares of Modine common stock issuable for his or
   her shares of Thermacore common stock or preferred stock in the
   merger, and (2) a check for cash in lieu of any fractional shares of
   Modine common stock issuable to that shareholder.

        After the effective time of the merger, each certificate that
   previously represented shares of Thermacore common stock or preferred
   stock will represent only the right to receive Modine common stock
   into which those Thermacore shares were converted in the merger and
   the right to receive cash in lieu of fractional shares of Modine
   common stock as described below.

        Until they surrender their Thermacore stock certificates to the
   exchange agent, holders of record of certificates previously
   representing Thermacore common stock or preferred stock will not be
   paid cash in lieu of fractional shares of Modine common stock, nor
   will they receive dividends or distributions with a record date after
   the effective time merger on the Modine common stock into which their
   Thermacore shares have been converted.  When these certificates are
   surrendered, any cash in lieu of fractional shares of Modine common
   stock or unpaid dividends or distributions with a record date after
   the effective time of the merger will be paid to the holder of record
   without interest.

        No fractional shares of Modine common stock will be issued in the
   merger.  Instead, the exchange agent will pay to each Thermacore
   shareholder an amount in cash equal to the product obtained by
   multiplying (1) the fractional share interest to which that holder
   would otherwise have been entitled by (2) the unweighted average last-
   sale price for Modine common stock, as reported on the Nasdaq National
   Market for the 20 trading days ending on the fifth trading day
   preceding the effective date of the merger, so long as this unweighted
   average price is not more than $32.00 and not less than $22.08.


                                     38







        If after the effective time of the merger a Thermacore
   shareholder claims that his or her certificate is lost, stolen or
   destroyed, the shareholder shall present an affidavit of that fact to
   the exchange agent and may be required to post a bond as indemnity
   against any claim that may be made against Modine or the exchange
   agent with respect to the lost, stolen or destroyed certificate.  Upon
   receipt of the affidavit and any required bond, the exchange agent
   will issue a certificate for the applicable number of shares of Modine
   common stock and cash in lieu of any fractional shares in exchange for
   the lost, stolen or destroyed certificate.

   TREATMENT OF THERMACORE STOCK OPTIONS

        All options granted under a Thermacore stock option plan that are
   not exercised and remain outstanding at the effective time of the
   merger will be assumed by Modine and, following the effective time of
   the merger, will be exercisable upon the same terms and conditions as
   those options were exercisable prior to the merger, except that the
   exercise price and the number of shares that can be purchased upon the
   exercise of the options will be revised to reflect the conversion of
   the options on the same basis as shares of Thermacore common stock are
   converted into shares of Modine common stock in the merger.  As soon
   as practicable after the effective time of the merger, Modine will
   notify the holders of these options of their respective rights and the
   obligations of Modine under these option plans.

        Within two business days of the effective time of the merger,
   Modine will prepare and file with the Securities and Exchange
   Commission a registration statement which will register the shares of
   Modine common stock issuable upon the exercise of the options issued
   to the former Thermacore option holders.  Modine will keep this
   registration statement effective until all of these options are
   exercised, terminated or canceled.

   REPRESENTATIONS AND WARRANTIES

        Thermacore and Modine each made a number of representations and
   warranties in the merger agreement about their authority to enter into
   the merger agreement and to complete the transactions contemplated by
   the merger agreement, and about aspects of their business, financial
   condition, structure and other facts pertinent to the merger.

        Some of the representations and warranties made by Thermacore
   relate to the following topics:

        *    corporate organization, standing and similar corporate
             matters regarding Thermacore and its subsidiaries;

        *    the corporate power and authority to execute, deliver and
             perform the merger agreement and to consummate the
             transactions contemplated by the merger agreement;


                                     39







        *    the absence of any required governmental consents, approvals
             or authorizations other than those specified in the merger
             agreement;

        *    capitalization of Thermacore;

        *    Thermacore's financial statements;

        *    the accuracy of information supplied by Thermacore in
             connection with this proxy statement/prospectus and Modine's
             registration statement on Form S-4 of which this proxy
             statement/prospectus forms a part;

        *    the absence of certain material changes or events with
             respect to Thermacore since June 30, 2000;

        *    the absence of undisclosed material liabilities;

        *    litigation involving Thermacore;

        *    tax matters;

        *    matters relating to the Employee Retirement Income Security
             Act of 1974 and labor matters;

        *    compliance with applicable laws;

        *    intellectual property matters;

        *    compliance with environmental laws;

        *    the absence of undisclosed investment banker, broker, finder
             or other similar fees or commissions;

        *    the validity of leases of real property and the accuracy of
             information concerning real property used in Thermacore's
             business;

        *    the existence, validity and status of certain material
             contracts and agreements;

        *    matters related to accounts receivable and inventories;

        *    the nature of the relationships between Thermacore and its
             customers and suppliers;

        *    the absence of guaranties or extensions of credit;

        *    accounting for the merger as a pooling of interests;

        *    the nature of the relationships between Thermacore and its
             sales representatives;

                                     40







        *    licenses, permits and registrations; and

        *    the nature of certain intellectual property rights granted
             by Thermacore to third parties in connection with joint
             venture agreements.

        Some of the representations and warranties made by Modine related
   to the following topics:

        *    corporate organization, standing and similar corporate
             matters regarding Modine and Modine Merger Co., its wholly
             owned subsidiary;

        *    the corporate power and authority to execute, deliver and
             perform the merger agreement and to consummate the
             transactions contemplated by the merger agreement;

        *    the absence of any required governmental consents, approvals
             or authorizations other than those specified in the merger
             agreement;

        *    documents filed by Modine with the Securities and Exchange
             Commission, and the accuracy of information contained in
             those documents;

        *    Modine's financial statements;

        *    the accuracy of information supplied by Modine in connection
             with this proxy statement/prospectus and Modine's
             registration statement on Form S-4 of which this proxy
             statement/prospectus forms a part;

        *    the absence of certain material changes or events;

        *    the absence of undisclosed material liabilities;

        *    the absence of undisclosed investment banker, broker, finder
             or other similar fees or commissions;

        *    licenses, permits and registrations; and

        *    accounting for the merger as a pooling of interests.


   COVENANTS

        CONDUCT OF BUSINESS.  Pursuant to the merger agreement, Modine
   and Thermacore have each agreed that, except as permitted by the
   merger agreement or as consented to by the other party, during the
   period from the date of the merger agreement to the effective time of
   the merger, each party will, and will cause its subsidiaries to:

                                     41







        *    carry on their respective businesses in the ordinary course
             consistent with past practice and in compliance in all
             material respects with all applicable laws and regulations;
             and

        *    use their commercially reasonable efforts to preserve intact
             their respective business organizations and relationships
             with third parties, including customers, suppliers and (in
             the case of Thermacore) sales representatives and to keep
             available the services of their present officers and
             employees.

        In addition, the merger agreement provides that Thermacore will
   not, and will not permit its subsidiaries to, take any action outside
   of the parameters specified in the merger agreement relating to the
   following matters:

        *    adopting or proposing any change to its articles of
             incorporation or bylaws,

        *    merging or consolidating with, or acquiring a material
             amount of assets of, any third party;

        *    declaring, setting aside or paying any dividends or making
             any other distributions with respect to Thermacore capital
             stock;

        *    creating or assuming any lien on a material asset;

        *    issuing or selling any securities of Thermacore or its
             subsidiaries;

        *    adjusting, splitting, reclassifying, repurchasing or
             redeeming any Thermacore capital stock and entering into any
             sale or voting agreement regarding Thermacore capital stock;


        *    incurring any indebtedness or making any material loans to
             or investments in any third party;

        *    granting any severance or termination pay to, or entering
             into any employment, termination or severance arrangement
             with, any director, officer, consultant or employee of
             Thermacore or any of its subsidiaries, or changing any
             benefits or increasing any compensation payable under their
             existing severance, termination or employment agreements;

        *    proposing or recommending any plan of liquidation,
             dissolution, share exchange or division;

        *    changing any method of accounting or any accounting
             principle or practice used by Thermacore or any of its

                                     42







             subsidiaries, except as may be required by reason of a
             change in U.S. generally accepted accounting principles;

        *    changing any tax election, tax accounting period, method of
             tax accounting or tax return;

        *    selling, leasing or encumbering property or assets; or

        *    taking any action that would cause the representations and
             warranties regarding absence of certain changes or events in
             the merger agreement to no longer be true.

        Modine has also agreed that, between the date of the merger
   agreement and the effective time of the merger, it will not adopt or
   propose any change to its certificate of incorporation or by-laws that
   would materially and adversely affect the rights of Thermacore
   shareholders as anticipated Modine shareholders.

        PRESERVATION OF INTELLECTUAL PROPERTY RIGHTS.  Thermacore has
   agreed that it will, and will cause its subsidiaries to, preserve
   their ownership rights to the intellectual property owned by
   Thermacore free and clear of any liens and use commercially reasonable
   efforts to assert, contest and prosecute any infringement of any
   issued foreign or domestic patent, trademark, service mark or
   copyright, or any misappropriation or disclosure of any trade secret,
   confidential information or know-how included in the intellectual
   property owned by Thermacore or any of its subsidiaries.

        NO SOLICITATION. The merger agreement provides that none of
   Thermacore or its subsidiaries will, nor will they permit any of their
   directors, officers, employees, financial advisors and other agents or
   representatives to, directly or indirectly:

        (1)  solicit, initiate, or encourage any acquisition proposal
             with respect to Thermacore; or

        (2)  engage in any discussions with, or disclose or provide
             access to any non-public information to, any third party
             regarding any acquisition proposal.

        LISTING OF THE MODINE COMMON STOCK TO BE ISSUED IN THE MERGER.
   Modine has agreed to take all action necessary to ensure that the
   shares of Modine common stock issuable in the merger or upon the
   exercise of any assumed Thermacore options have been approved for
   listing on the Nasdaq National Market on or before the effective time
   of the merger, subject to official notice of issuance;

        CONDUCT OF THE BUSINESS OF THERMACORE FOLLOWING THE EFFECTIVE
   TIME OF THE MERGER.  Modine has agree that, for a period of two years
   following the effective time of the merger:



                                     43







        (1)  it will maintain the Sales and Marketing, Engineering, and
             Technology departments of the electronic cooling business
             unit of Thermacore located in Lancaster, Pennsylvania;

        (2)  the management of Thermacore will report directly to the
             most senior executive of Modine responsible for Modine's
             operations or to another senior executive with comparable
             responsibilities as may be designated by the chief executive
             officer of Modine; and

        (3)  the board of directors of Thermacore will consist of seven
             members, four of whom will be appointed by Modine and will
             initially include Donald R. Johnson, David B. Rayburn, and
             L. Ronald Hoover and three of whom will be appointed by John
             Ryan, as Thermacore's representative.

   ADDITIONAL AGREEMENTS

        INDEMNIFICATION.  Modine will cause Thermacore, following the
   merger, to indemnify, defend and hold harmless any person who is now,
   or has been at any time prior to the merger, a director, officer,
   employee or agent of Thermacore or any of its subsidiaries against all
   losses, claims, damages, liabilities costs and expenses based on or
   arising out of:

        (1)  the fact that the person is or was a director, officer,
             employee or agent of Thermacore or any of its subsidiaries
             at any time prior to the merger or is or was serving at the
             request of Thermacore or any of its subsidiaries as a
             director, officer, employee or agent of another corporation,
             partnership, joint venture, trust or other enterprise at any
             time before the merger; or

        (2)  the merger agreement or any of the transactions contemplated
             by the merger agreement,

   in each case, to the full extent that such person was indemnified
   under Thermacore's articles of incorporation and bylaws as of the date
   of the merger agreement.  Modine has also agreed to cause Thermacore,
   following the merger, to honor the indemnification agreements between
   Thermacore or any of its subsidiaries, as the case may be, and any of
   their current or former officers or directors existing as of the date
   of the merger agreement and previously disclosed to Modine.  The
   indemnification obligations described in this paragraph will remain in
   effect, with respect to occurrences before or on the merger date, for
   a period of three years after the effective time of the merger.

        Modine will also provide directors and officers of Thermacore
   with officers' and directors' liability insurance coverage for matters
   occurring before or on the merger date for a minimum period of three
   years after the date of the merger.  Modine has agreed to provide
   coverage substantially similar to Thermacore's existing officers' and

                                     44







   directors' liability insurance, including an overall coverage amount
   not less than the amount available under Thermacore's existing
   insurance policy.

        FEES AND EXPENSES.  Whether or not the merger is completed, all
   fees and expenses incurred in connection with the merger, the merger
   agreement and the transactions contemplated by the merger agreement
   will be paid by the party incurring those fees or expenses, except
   that Modine and Thermacore will each pay one-half of the costs of
   filing the registration statement on Form S-4 and printing and mailing
   this proxy statement/prospectus (not including any legal or accounting
   fees).

        TAX TREATMENT.  None of Thermacore, Modine or their respective
   subsidiaries shall take any action or omit to take any action which
   would cause the merger not to qualify as a tax-free reorganization
   under Section 368(a) of the Internal Revenue Code.

        POOLING OF INTERESTS.  Thermacore and Modine have each agreed
   that, during the period between the date of the merger agreement and
   the expiration of the applicable restricted period for pooling of
   interests accounting purposes, each will use its best efforts, and
   will cause its affiliates, not to take any action or omit to take any
   action that would jeopardize the treatment of the transactions
   contemplated by the merger agreement as a pooling of interests.

   CONDITIONS TO THE CONSUMMATION OF THE MERGER

        Modine's and Thermacore's obligations to effect the merger are
   subject to the satisfaction or waiver, to the extent that a waiver is
   permitted by law, of various conditions on or before the date on which
   the merger is to be effected, which include, in addition to other
   customary closing conditions, the following:

        (1)  Thermacore's shareholders shall have approved and adopted
             the merger agreement and the transactions contemplated by
             the merger agreement;

        (2)  the waiting period applicable to the merger under the Hart-
             Scott-Rodino Act shall have expired or been terminated;

        (3)  no provision of any applicable law or regulation and no
             judgment, injunction, order or decree of a court of
             competent jurisdiction shall prohibit the consummation of
             the merger;

        (4)  no action shall have been instituted by any governmental
             entity which seeks to prevent consummation of the merger or
             seeks material damages in connection with the transactions
             contemplated by the merger agreement, which action remains
             outstanding;


                                     45







        (5)  Modine's registration statement on Form S-4, of which this
             proxy statement/prospectus forms a part, shall be effective
             under the Securities Act of 1933 and shall not be the
             subject of any order, or any proceeding seeking an order,
             suspending its effectiveness;

        (6)  the shares of Modine's common stock issuable in the merger
             or upon the exercise of any assumed Thermacore options shall
             have been approved for listing on the Nasdaq National
             Market, subject to official notice of issuance; and

        (7)  Modine and Thermacore shall have received a letter from
             Modine's independent public accountants, dated as of the
             effective time of the merger, stating that they concur with
             the conclusions of Modine's and Thermacore's management that
             no conditions exist that would preclude accounting for the
             merger as a pooling of interests;

        In addition, each of Modine's and Thermacore's obligations to
   effect the merger are subject to the satisfaction or waiver of the
   following additional conditions:

        (1)  the other party to the merger agreement shall have performed
             in all material respects all obligations required to be
             performed by it under the merger agreement on or before the
             date of the merger;

        (2)  the representations and warranties made by the other party
             in the merger agreement that are qualified as to materiality
             shall be true and correct at and as of the date of the
             merger, as if they were made on that date, and the
             representations and warranties made by the other party in
             the merger agreement that are not qualified as to
             materiality shall be true and correct in all material
             respects at and as of the date of the merger, as if they
             were made on that date; and

        (3)  Modine shall have received from its legal counsel, Schiff
             Hardin & Waite, and Thermacore shall have received from its
             legal counsel, Pepper Hamilton LLP, on the date of the
             merger, opinions dated that date, to the effect that the
             merger will constitute a "reorganization" within the meaning
             of Section 368(a) of the Internal Revenue Code and that
             Modine, Modine's merger subsidiary and Thermacore will each
             be a party to the reorganization within the meaning of
             Section 368(b) of the Internal Revenue Code (see "The Merger
             -- Material Federal Income Tax Consequences").

        Modine's obligations to effect the merger are subject to the
   following additional conditions:



                                     46







        (1)  all consents and approvals of third parties to the
             transactions contemplated by the merger agreement shall have
             been obtained, and all required notices shall have been
             delivered;

        (2)  holders of not more than 2% of the Thermacore common stock,
             on a fully-diluted basis, shall have exercised, and not
             withdrawn or failed to perfect, dissenters' rights under
             Pennsylvania law;

        (3)  at any time after the date of the merger agreement no
             material adverse change shall have occurred relating to
             Thermacore and its subsidiaries, taken as a whole;

        (4)  Thermacore shall have entered into employment agreements
             with each of Donald M. Ernst, Jerome E. Toth, David R.
             Longsderff, Larry J. Bostwick, George A. Meyer, IV and John
             P. Molony, and these employment agreements shall be in full
             force and effect on the date of the merger; and

        (5)  The License Agreement, dated January 17, 1998, between
             Thermacore and Yeh-Chiang Technology Corporation, as amended
             by the Addendum dated April 29, 1999, and the Trademark
             License, dated January 17, 1998, between Thermacore and Yeh-
             Chiang Technology Corporation, shall have been terminated in
             accordance with the terms of the Agreement, dated September
             29, 2000, between the company and Yeh-Chiang Technology
             Corporation.

        For purposes of the merger agreement, "material adverse effect"
   means, with respect to any party or person, any change, effect, event,
   occurrence or state of facts that is, or would reasonably be expected
   to be, materially adverse to the financial condition, business,
   operations, assets or results of operations of that party or person
   and its subsidiaries taken as a whole, or that would or would
   reasonably be expected to materially impair the ability of that party
   or person to perform its obligations under the merger agreement.


   TERMINATION, AMENDMENT AND WAIVER

        The merger agreement may be terminated and the merger may be
   abandoned at any time prior to the effective time of the merger:

        *    by mutual written consent of Thermacore and Modine;

        *    by either Thermacore or Modine, if there shall be any law or
             regulation that makes consummation of the merger illegal or
             otherwise prohibited or if any judgment, injunction, order
             or decree enjoining Modine or Thermacore from consummating
             the merger is entered and that judgment, injunction, order
             or decree shall have become final and non-appealable;

                                     47







        *    by Modine, upon a breach of any representation, warranty,
             covenant or agreement of Thermacore, or if any
             representation or warranty of Thermacore shall become
             untrue, the effect of which is a material adverse effect on
             Thermacore and provided that the breach cannot or has not
             been cured within 20 days after Modine has given Thermacore
             notice of the breach;

        *    by Thermacore, upon a breach of any representation,
             warranty, covenant or agreement of Modine, or if any
             representation or warranty of Modine shall become untrue,
             the effect of which is a material adverse effect on Modine
             and provided that the breach cannot or has not been cured
             within 20 days after Thermacore has given Modine notice of
             the breach; or

        *    by either Modine or Thermacore, if the merger shall not have
             been consummated on or before June 12, 2001; provided that
             this right to terminate the merger agreement shall not be
             available to any party whose breach of any obligation under
             the merger agreement has been the cause of, or resulted in,
             the failure of the merger to occur on or before that date.

        In the event of termination of the merger agreement by either
   Thermacore or Modine, the merger agreement will become void and of no
   effect, with no liability on the part of any party to the merger
   agreement, other than obligations regarding confidentiality of
   information, amendment, notice, expenses, successors and governing
   law.  Nothing in the termination provisions of the merger agreement,
   however, shall relieve any party to the merger agreement of liability
   for a breach of any representation or warranty or other provision of
   the merger agreement prior to termination.

        AMENDMENT AND WAIVER. The merger agreement may be amended, in
   writing, by Modine and Thermacore at any time before or after the
   approval and adoption of the merger agreement by the Thermacore
   shareholders and any provision may be waived, if a written waiver is
   signed by the party against whom the waiver is to be effective;
   provided that, after the approval and adoption of the merger agreement
   by Thermacore's shareholders, no amendment or waiver may, without the
   further approval of Thermacore's shareholders, alter or change:

        (1)  the amount or kind of consideration to be received in
             exchange for Thermacore common stock or preferred stock, or

        (2)  any of the terms and conditions of the merger agreement if
             the alteration or change would adversely affect the holders
             of shares of Thermacore common stock or preferred stock.





                                     48







   RELATED AGREEMENTS

        At the same time that the merger agreement was signed, Modine and
   Thermacore entered into voting agreements with each of Thermacore's
   officers and directors, all of whom are shareholders, and with certain
   beneficial owners of 5% or more of Thermacore's common and preferred
   stock.  Under each voting agreement, each shareholder agreed to appear
   of record on the record date for the special meeting for the purpose
   of obtaining a quorum and to vote his or her respective shares of
   Thermacore common or preferred stock in favor of the merger agreement.
   The voting agreements provide that if the shareholders who are parties
   to those agreements acquire ownership of, or voting power with respect
   to, any additional shares of Thermacore common stock or preferred
   stock, those shares will also be subject to the voting agreements.  As
   of the date of the voting agreements, those shareholders beneficially
   owned, in the aggregate, 62.8% of the outstanding Thermacore common
   stock, 92.0% of the outstanding Thermacore preferred stock, and 69.2%
   of the combined voting power of the Thermacore common and preferred
   stock.  As a result, unless those shareholders who are parties to the
   voting agreements breach their obligations under those agreements,
   approval and adoption of the merger agreement is assured.
































                                     49







               THE SPECIAL MEETING OF THERMACORE SHAREHOLDERS

   DATE, TIME AND PLACE OF THE SPECIAL MEETING

        The special meeting of the shareholders of Thermacore is
   scheduled to be held as follows:

                       Tuesday, April 24, 2001, 10:00 a.m., E.S.T.
                       Holiday Inn Lancaster - Visitors Center
                       521 Greenfield Road
                       Lancaster, PA 17601

   PURPOSE OF THE SPECIAL MEETING

        The special meeting is being held so that the Thermacore
   shareholders may consider and vote upon a proposal to approve and
   adopt the merger agreement, as amended, and transact any other
   business that properly comes before the special meeting or any
   adjournment thereof.  Approval and adoption of the merger agreement
   will also constitute approval of the merger and the other transactions
   contemplated by the merger agreement, as amended.  If the shareholders
   of Thermacore approve and adopt the merger agreement, Modine Merger
   Co., a wholly owned subsidiary of Modine, will merge into Thermacore,
   and Thermacore will survive the merger as a wholly owned subsidiary of
   Modine.

   SHAREHOLDER RECORD DATE FOR THE SPECIAL MEETING

        Thermacore's board of directors has fixed the close of business
   on March 13, 2001, as the record date to determine Thermacore
   shareholders entitled to receive notice of and entitled to vote at the
   special meeting.  At the close of business on the record date,
   2,604,925 shares of Thermacore common stock and 62,500 shares of
   Thermacore preferred stock were outstanding and entitled to vote at
   the special meeting.  As of that same date there were 156 holders of
   record of Thermacore common stock and two holders of record of
   Thermacore preferred stock.

   VOTE OF THERMACORE SHAREHOLDERS REQUIRED FOR APPROVAL AND ADOPTION OF
   THE MERGER

        A majority of the outstanding shares of Thermacore common stock
   and preferred stock entitled to vote at the special meeting must be
   represented, either in person or by proxy, to constitute a quorum at
   the special meeting.  The affirmative vote of at least (1) a majority
   of the votes cast by the holders of Thermacore common stock and
   preferred stock, voting as a single class, and (2) two-thirds of the
   outstanding shares of Thermacore preferred stock, voting as a separate
   class, is required to approve and adopt the merger agreement.  You are
   entitled to one vote for each share of Thermacore common stock and ten
   votes for each share of Thermacore preferred stock held by you on the
   record date for each proposal to be presented to you at the special

                                     50







   meeting.  An abstention will not be counted as a vote cast for
   purposes of determining whether the merger agreement has been approved
   by the holders of the Thermacore common and preferred stock, voting as
   a single class.  An abstention or failure to vote will have the same
   effect as a vote against the merger agreement for purposes of
   determining whether the merger agreement has been approved by the
   holders of the Thermacore preferred stock.

        The Thermacore officers, directors and shareholders who are
   parties to voting agreements with Modine and Thermacore have agreed to
   vote their shares of Thermacore common stock and/or preferred stock in
   favor of the approval and adoption of the merger agreement.  As of the
   record date, these shareholders held 1,502,965 shares of common stock
   (or 57.7% of the outstanding common stock), 57,500 shares of preferred
   stock (or 92% of the outstanding preferred stock) and 2,077,965 shares
   of common stock on an as-converted basis (or 64.3% of the combined
   voting power of the outstanding Thermacore common stock and preferred
   stock).  AS A RESULT, APPROVAL AND ADOPTION OF THE MERGER AGREEMENT,
   AS AMENDED, IS ASSURED, UNLESS THE PARTIES TO THE VOTING AGREEMENTS
   BREACH THEIR OBLIGATIONS UNDER THE VOTING AGREEMENTS.

   VOTING OF PROXIES

        All shares of Thermacore common stock and preferred stock
   represented by properly executed proxies received before or at the
   special meeting will, unless the proxies are revoked, be voted in
   accordance with the instructions indicated on them.  PROPERLY EXECUTED
   PROXIES THAT DO NOT CONTAIN VOTING INSTRUCTIONS WILL BE VOTED "FOR"
   APPROVAL AND ADOPTION OF THE MERGER AGREEMENT, AS AMENDED.  You are
   urged to mark the box on the proxy to indicate how to vote your
   shares.

        If you return a properly executed proxy and you have abstained
   from voting on the proposal, your Thermacore common stock or preferred
   stock represented by the proxy will be considered present at the
   meeting for purposes of determining a quorum, but will not be
   considered to have been voted in favor of approval and adoption of the
   merger agreement.

        Because approval and adoption of the merger agreement requires
   the affirmative vote of at least two-thirds of the outstanding shares
   of Thermacore preferred stock voting as a separate class, any failure
   by a preferred shareholder to return the proxy or otherwise vote at
   the special meeting will have the same effect as a vote "AGAINST"
   approval and adoption of the merger agreement.

        Thermacore does not expect that any matter other than the
   approval and adoption of the merger agreement will be brought before
   the special meeting.  If, however, other matters are properly




                                     51







   presented, the person named in the proxies will vote in accordance
   with their judgement with respect to those matters, unless authority
   to do so is withheld in the proxy.

   REVOCABILITY OF THE PROXIES

        You may revoke your proxy at any time before it is voted by:

        *    notifying in writing the Secretary of Thermacore at 780 Eden
             Road, Lancaster, Pennsylvania 17601;
        *    granting a later-dated proxy; or
        *    appearing in person and voting at the special meeting.

        Attendance at the special meeting will not in and of itself
   constitute revocation of a proxy.

   DISSENTING SHAREHOLDERS' RIGHTS

        The rights of dissenting shareholders of Thermacore are governed
   by the Pennsylvania Business Corporation Law.  For discussion of
   dissenters' rights see "The Merger Dissenters' Rights".  A copy of the
   applicable statute is set forth in Annex B hereto.

   SOLICITATION OF PROXIES

        Thermacore and Modine will each pay one-half of all expenses
   incurred in connection with the filing of the registration statement
   on Form S-4 and the printing and mailing of this proxy
   statement/prospectus to Thermacore's shareholders, not including legal
   or accounting fees.  In addition to solicitation by mail, Thermacore's
   officers and employees may solicit proxies by telephone, fax, telegram
   or in person.

        You should not send stock certificates with your proxy.  A
   transmittal form with instructions for the surrender of stock
   certificates of Thermacore common stock and preferred stock will be
   mailed to you as soon as practicable after the completion of the
   merger.















                                     52







                       INFORMATION ABOUT THE COMPANIES

   MODINE MANUFACTURING COMPANY

        Modine was incorporated under the laws of the State of Wisconsin
   in 1916.  Modine is an independent, worldwide leader in heat-transfer
   and heat storage technology , serving vehicular, industrial,
   commercial, and building HVAC (heating, ventilation, air-conditioning)
   markets.  Modine develops, manufactures, and markets heat exchangers
   and systems for use in various OEM (original equipment manufacturer)
   applications and for sale to the automotive aftermarket (as
   replacement parts) and to a wide array of building markets.  Its
   primary markets consist of:

        *    Automobile, truck and bus manufacturers;
        *    Farm implement manufacturers
        *    Heating and cooling equipment manufacturers;
        *    Construction contractors;
        *    Wholesalers of plumbing and heating equipment;
        *    Radiator repair shops; and
        *    Wholesalers of auto repair parts.

        Modine distributes its products through company salespersons,
   independent manufacturers' representatives, independent warehouse
   distributors, mass merchandisers and national accounts.

        Modine's operations are organized on the basis of market
   categories or geographical responsibility, as follows:

        *    Original Equipment, which provides heat-transfer products,
             generally from business units in North America, to
             original-equipment manufacturers of on-highway and
             off-highway vehicles, as well as to industrial- and
             commercial-equipment manufacturers, located primarily in
             North America;

        *    Distributed Products, which provides heat-transfer products
             primarily for the North American and European vehicular
             replacement market and the building HVAC market, from
             business units in North America and Europe; and

        *    European Operations, which provides heat-transfer products,
             primarily to European original-equipment manufacturers of
             on-highway and off-highway vehicles and industrial equipment
             manufacturers.

   Modine has assigned specific business units to a segment based
   principally on these defined markets and their geographical location.
   The company's three reportable segments offer a broad line of products
   that can be categorized as follows:



                                                               53







                     Percentage of Total Company Revenue by Product
                     ----------------------------------------------

                                                Fiscal Years ended March 31
                                                  2000       1999     1998
                                                  ----       ----     ---
      Radiators and Radiator Cores                 31%        32%       33%
      Vehicular Air Conditioning                   12%        12%       14%
      Oil Coolers                                  16%        16%       17%
      Charge Air Coolers                            9%         8%        9%
      Building HVAC                                 7%         7%        7%
      Modules/Packages                             22%        22%       17%
      Miscellaneous                                 3%         3%        3%

   Modine maintains administrative organizations in two regions -
   North America and Europe - to facilitate financial and statutory
   reporting and tax compliance on a worldwide basis and to support the
   three business units.

        The company's operations are located in the following countries:

<TABLE>
<CAPTION>

       North America         Europe                          South America        Central America       Asia/Pacific
       -------------         ------                          -------------        ---------------       ------------
       <S>                   <C>          <C>                <C>                  <C>                   <C>
       Canada                Austria      Hungary            Brazil               El Salvador           Japan
       Mexico                Belgium      Italy
       United States         Denmark      Netherlands
                             England      Poland
                             France       Spain
                             Germany      Switzerland

</TABLE>

              Modine's non-U.S. subsidiaries and affiliates manufacture and
   sell a number of vehicular and industrial products similar to those
   produced in the U.S.  In addition, Modine exports to foreign countries
   and receives royalties from foreign licensees.  Export sales as a
   percentage of total sales were 11.1%, 11.5% and 12.6% for fiscal years
   ended in 2000, 1999 and 1998, respectively.  Estimated after-tax
   earnings on export sales as a percentage of total net earnings were
   11.1%, 11.5% and 12.6% for fiscal years ended in 2000, 1999 and 1998,
   respectively.  Royalties from foreign licensees as a percentage of
   total earnings were 4.8%, 5.5% and 2.5% for the last three fiscal
   years, respectively.

        Modine has approximately 8,300 employees worldwide.  Its
   principal corporate offices are located at 1500 DeKoven Avenue,
   Racine, Wisconsin, 53403, and its telephone number is 1-262-636-1200.




                                     54







        For additional information about Modine, see "Where You Can Find
   More Information" on page 58 of this proxy statement/prospectus and
   the sources of information referred to in that section.


















































                                     55







   THERMACORE INTERNATIONAL, INC.

   OVERVIEW

        Thermacore designs, develops, manufactures and distributes on a
   worldwide basis thermal management systems and technologies in the
   electronics industry.  Thermacore's products, which include heat
   spreaders, heat sinks, heat pipes and heat exchangers that Thermacore
   configures to meet customer-specific needs, conduct, convect and
   radiate away unwanted heat, which can degrade system performance and
   reliability, from microprocessors and industrial and commercial
   electronic products.

        Thermacore's thermal management products are used in a wide
   variety of computer and networking and industrial and commercial
   applications, including computer systems (desktops, laptops, disk
   drives, printers and peripheral cards), network devices (servers,
   routers, set top boxes and local area networks), communications
   equipment (wireless base stations, main switching equipment for ADSL
   and fiber optic applications), power electronics (industrial controls,
   electric propulsion and power supplies) and consumer electronics.
   Thermacore has a highly diversified base of more than 215 customers
   worldwide, including original equipment manufacturers, or OEMs, and
   electronic manufacturing services, or EMS, providers.

        Thermacore was incorporated in Pennsylvania in 1970, as
   Thermacore, Inc.  Thermacore focused its early activities on research
   and development in the heat pipe, thermal materials and energy
   conservation engineering areas, with funding from both the government
   and private sector. Since 1983, Thermacore has received more than $25
   million in contracts under the Small Business Innovative Research
   Program, a program established by the U.S. government to fund early-
   stage research and development projects at small technology companies,
   and was awarded approximately $2 million in these contracts in the
   fiscal year ended June 30, 2000.

        Much of Thermacore's early research and development was in
   support of the U.S. Space and Defense programs. Thermacore entered
   into the industrial and commercial thermal management market in 1985
   with the introduction of heat pipes used in copy machine rollers and
   bar code readers as well as heat exchangers for removing heat from
   electronics cabinets in dirty air environments.   After completing an
   applications guide for Intel's PentiumTM chip in 1994, Thermacore
   recognized that the wide use of that chip would increase demand for
   thermal products associated with high-powered, compact computing
   systems.  To meet this demand and capitalize on the expected growth of
   laptops, Thermacore concentrated on improving its manufacturing
   processes associated with heat pipes in order to reduce its cost per
   unit.  These manufacturing processes are now used to manufacture heat
   pipes used to dissipate heat from laptops, as well as from personal
   computers, workstations, servers and other electronic equipment.


                                     56







        In early 1998, Thermacore established Thermacore Europe with its
   acquisition of Isoterix Limited, a United Kingdom based thermal
   management solutions provider.  In addition, Thermacore established
   Thermacore Korea and Thermacore Taiwan, each a joint venture with a
   local third party.  In 1999, Thermacore expanded its production
   capabilities with a service agreement with a third party for a
   manufacturing facility in Mexico.

   PRODUCTS

        Thermacore designs, develops, manufacturers and distributes both
   standard and customized thermal management products.  Thermacore
   currently offers heat sinks, heat pipes, heat spreaders and heat
   exchangers that are configured to meet customer specific needs.
   Thermacore also offers customized configurations and combinations of
   products providing thermal management solutions.

   RESEARCH AND DEVELOPMENT

        Thermacore's research and development department performs both
   internal and external contract research and development. Thermacore
   currently has approximately 179 development programs, of which
   approximately one-third are advanced development programs with OEMs
   and the U.S. Government and the balance represent new product
   opportunities funded jointly by Thermacore and several of its
   customers.  A development staff of 65 engineers and technicians work
   on projects ranging from developing standard Thermacore products to
   developing custom products for OEMs, as well as transitioning these
   products from the development stage to the production stage.

        Thermacore also enters into contracts with OEMs to design a
   customized thermal solution suitable for a given product design at an
   early phase of the new product development.  The customer will
   typically fund or partially fund Thermacore's costs for this
   engineering and development.  The underlying research and development
   is often transferable to other customers and other Thermacore
   products.

   SALES, MARKETING AND DISTRIBUTION

        Thermacore sells its thermal management products primarily
   through a global network of direct sales personnel and independent
   sales organizations.  Thermacore has 22 internal sales people with
   extensive thermal industry experience. The professional sales force of
   over 170 representatives work for 18 technical sales representative
   organizations.  Thermacore's internal sales and marketing team manages
   the independent force according to industry and product line. The
   independent sales representatives carry other products, but none that
   compete with Thermacore product lines.




                                     57







   CUSTOMERS AND MARKETS

        Thermacore sells its thermal products and services to a highly-
   diversified base of customers across a wide range of industries and
   applications.  Thermacore currently sells its thermal management
   products and services to over 215 customers, representing industry-
   leading manufacturers in the market for servers,
   communications/networking, power electronics and PC/consumer
   electronics, as well as funded development initiatives with
   departments and agencies of the U.S. Government and other entities.  A
   minor portion of thermal product sales are to indirect competitors
   within the thermal management market who incorporate Thermacore's heat
   pipes into their thermal solutions.  Additionally, Thermacore has
   relationships with several EMS providers, companies that provide
   manufacturing and/or assembly capabilities for OEMs.

        Thermacore's top ten customers for the fiscal year ended June 30,
   2000 accounted for approximately 69% of its total revenues.  Sales to
   a single customer, Hewlett-Packard, represented approximately 38% of
   Thermacore's total revenues.

   COMPETITION

        Thermacore competes globally with a number of major providers of
   thermal management products located in the United States, Asia and
   Europe.  Thermacore's concentration in integrated solutions utilizing
   heat pipes has historically placed it in regular and direct
   competition with Furukawa Electric Co., Ltd. and Fujikura Ltd.
   Furukawa and Fujikura are Japan-based electronics conglomerates that
   manufacture heat pipe solutions as part of their broader electronics
   components products portfolio.

        Thermacore competes with the following companies:

        Heat Pipes          Heat Sinks          Fans & Spreaders
        ----------          ----------          ----------------
        Atherm              Chip Coolers        Comair Rotron
        Fujikura            Foxconn (Hon Hai)   Indek
        Furukawa            RTheta              JMC DaTech
        Noren Products      Thermalloy (Aavid)  Sanyo Denki
                            Wakefield (Alpha)   Thermalloy (Aavid)

        In addition, there are a large number of smaller heat sink
   companies , as well as hundreds of machine shops, that fabricate heat
   sinks, usually under subcontract with OEM customers.  In general,
   Thermacore's competitors focus on a select core of thermal products
   and do not offer extensive engineering, design and prototype
   development capabilities.  Competitors typically focus on a particular
   technology, such as stampings and extrusions, or on a particular
   market, such as communications, computers or the power semiconductor
   market.


                                     58







   SUPPLIERS

        Thermacore sources basic materials and parts from international
   suppliers.  These components are standard products and Thermacore is
   not dependent on any one supplier.  Thermacore purchases copper,
   copper tubing and machined parts from a limited number of outside
   sources.

   EMPLOYEES

        As of December 31, 2000, Thermacore had 358 employees, of which
   216 were employed in production and manufacturing (of which 98 were
   contract employees in Guymas, Mexico), 82 were employed in
   engineering, 38 were employed in general and administrative positions
   and 22 were employed in sales.  None of Thermacore's employees are
   represented by unions.

   PROPERTIES

        Thermacore operates in the following locations, all of which are
   leased:

<TABLE>
<CAPTION>

                          Location                          Square Feet                     Primary Functions
                          --------                          -----------                     -----------------
       <S>                                                     <C>             <C>
       Lancaster, PA . . . . . . . . . . . . . . . .           70,000          Corporate Offices, Sales, Research and
                                                                               Development, Engineering and Manufacturing

       Ashington Northumberland, United Kingdom  . .           25,000          Sales, Engineering and Manufacturing
       Guymas, Sonora, Mexico  . . . . . . . . . . .           70,000          Manufacturing

       Taoyuen Hsien, Taiwan . . . . . . . . . . . .           15,000          Sales, Engineering and Manufacturing
       Shihung City Kyunggi-Do, Korea  . . . . . . .           10,000          Sales, Engineering and Manufacturing

</TABLE>
              Thermacore manages the facility in Mexico through a relationship
   with a third party which provides the building and certain services.
   Thermacore owns only the capital equipment and inventory associated
   with the facility.  Nearly 50% of Thermacore's North American
   production is either fully manufactured or partially manufactured at
   this facility.

   PATENTS, TRADEMARKS AND PROPRIETARY INFORMATION

        Thermacore seeks patents, trademarks and other intellectual
   property rights to protect and preserve its proprietary technology and
   its right to capitalize on the results of its research and development
   activities.  Thermacore also relies upon trade secrets, know-how,
   continuing technological innovations and licensing opportunities to
   provide it with competitive advantages in its market and to accelerate
   new product introductions.

        Thermacore has been awarded 54 patents over the past 30 years.
   Thermacore holds 33 active patents and 8 pending patent applications.


                                     59







   Thermacore[TM] is a registered trademark of Thermacore and Thermacore
   has applied for trademarks for the following: Thermachamber[TM],
   Thermapad[TM], Thermaplate[TM], Thermasink[TM], Thermaspreader[TM],
   Therma-Base[TM], Therma-Cube[TM], Therma-Tower[TM], Therma-Fin[TM],
   Therma-Frost[TM], Therma-Loop[TM], Therma-Can[TM], Therma-Charge[TM],
   Therma-Chip[TM] and Therma-Bus[TM].  In addition, HXi[TM] and HX[TM]
   are trademarks of Thermacore.

        It is Thermacore's policy to require its professional and
   technical employees and consultants to execute confidentiality
   agreement at the time that they enter into employment or consulting
   relationships with Thermacore.  These agreements provide that all
   confidential information developed by, or known to, the individual
   during the course of the individual's relationship with Thermacore, is
   to be kept confidential and not disclosed to third parties except in
   specific circumstances.  In the case of employees, the agreement
   provides that all inventions conceived by the individual during his
   tenure at Thermacore will be the exclusive property of Thermacore.

   LEGAL PROCEEDINGS

        Thermacore is from time to time a party to litigation arising in
   the ordinary course of business.  Thermacore is not currently a party
   to any material litigation.





























                                     60







                         THERMACORE STOCK OWNERSHIP

        The following tables set forth certain information regarding the
   beneficial ownership of Thermacore common stock and preferred stock as
   of February 1, 2001, based upon a review of Thermacore's stock
   transfer records.  The first table contains information with respect
   to each person, entity or group known by Thermacore to own
   beneficially more than five percent of either of Thermacore's common
   stock or preferred stock.  The second table contains beneficial
   ownership information with respect to (1) each director of Thermacore,
   (2) each of the five most highly compensated executive officers of
   Thermacore in the fiscal year 2000, and (3) all directors and
   executive officers as a group.

        The percentages shown in the tables are based upon (1) 62,500
   shares of Thermacore preferred stock outstanding, which are
   convertible into Thermacore common stock on a ten-for-one basis and
   (2) 2,888,475 shares of Thermacore common stock outstanding, assuming
   the conversion of all outstanding shares of preferred stock into
   common stock.  Pursuant to Rule 13d-3 under the Securities Exchange
   Act of 1934, shares of common stock which a person has the right to
   acquire pursuant to the exercise of stock options and warrants held by
   that holder that are exercisable within 60 days are deemed outstanding
   for the purpose of computing the percentage ownership of that person,
   but are not deemed outstanding for computing the percentage ownership
   of any other person.  Except as otherwise indicated in the footnotes
   to the table, each individual or entity identified has sole investment
   and voting power for all shares shown as beneficially owned by them.
   Unless otherwise indicated, the address of each individual or entity
   identified is c/o Thermacore International, Inc., 780 Eden Road,
   Lancaster, Pennsylvania 17601.

<TABLE>
<CAPTION>

   OWNERSHIP OF 5% OR MORE OF THERMACORE SECURITIES
                                                         Preferred Stock                     Common Stock
                                                          Beneficially                       Beneficially
       Name and Address of Beneficial Owner                   Owned          Percentage          Owned          Percentage
                                                          -------------      ----------       ----------        ----------
       <S>                                                   <C>               <C>            <C>                 <C>
       Richard J. Defieux(1)
       Edison Venture Fund III, L.P. . . . . . . . .         57,500            92.00%          690,000            23.89%
       Charles and Angela Waite  . . . . . . . . . .          5,000            8.00%            50,000             1.73%
       Jane N. and G. Yale Eastman . . . . . . . . .            -                -             543,580(2)         18.82%
       John P. Horgan(3) . . . . . . . . . . . . . .                             -             371,150            12.85%
       L. Ronald Hoover  . . . . . . . . . . . . . .            -                -             209,920(4)          7.00%
       Milton F. Pravda(5) . . . . . . . . . . . . .            -                -             172,300             5.97%
       Edward Scicchitano(6) . . . . . . . . . . . .            -                -             158,330             5.48%

     _____________________
     (1)      Richard J. Defieux is an executive of Edison Management Corp., the general partner of Edison Venture Fund
              III, L.P., and shares voting and dispositive power with respect to the shares held by Edison Venture Fund


                                                               61







              III, L.P.  Mr. Defieux does not own any securities of Thermacore in his individual capacity.  The address for
              Edison Venture Fund III, L.P. is c/o Edison Management Corp., 277 Lenox Drive, Lawrenceville, New Jersey
              08648.

     (2)      Consists of 65,000 shares owned of record by Jane N. Eastman, 137,580 shares owned of record by her husband
              G. Yale Eastman, 50,000 shares held in a trust for the benefit of Mr. Eastman, 71,000 shares held in a trust
              for the benefit of Ms. Eastman and 220,000 shares held in a trust for which Mr. Eastman and Ms. Eastman each
              acts as co-trustee.

     (3)      The address for Mr. Horgan is 44 Locust Avenue, Suite 104, New Canaan, Connecticut 06840.

     (4)      Includes 112,500 shares of common stock issuable upon the exercise of stock options which are currently
              exercisable and which are exercisable within sixty days of February 1, 2001.

     (5)      The address for Mr. Pravda is 7708 Greenview Terrace, Towson, Maryland  21204.

     (6)      The address for Mr. Scicchitano is 117 West Seminary Avenue, Lutherville, Maryland 21093.


     SECURITY OWNERSHIP OF THERMACORE MANAGEMENT
                                                      Preferred Stock                    Common Stock
                                                       Beneficially                      Beneficially
       Name and Address of Beneficial Owner                Owned         Percentage          Owned         Percentage
       ------------------------------------           --------------     ----------      ------------      ----------
       NON-EMPLOYEE DIRECTORS
       Richard J. Defieux(1) . . . . . . . . . . .        57,500           92.00%         690,000            23.89%
       Jane N. Eastman   . . . . . . . . . . . . .           -                -           543,580(2)         18.82%
       John P. Horgan  . . . . . . . . . . . . . .           -                -           371,150            12.85%
       John M. Ryan  . . . . . . . . . . . . . . .           -                -            47,500(3)          1.63%
       Marcel P. Joseph  . . . . . . . . . . . . .           -                -            17,000(4)            *

       EMPLOYEE DIRECTORS
       L. Ronald Hoover  . . . . . . . . . . . . .           -                -           209,920(5)          7.00%
       Donald M. Ernst . . . . . . . . . . . . . .           -                -           144,250(6)          4.89%
       OTHER EXECUTIVE OFFICERS(7)
       Larry J. Bostwick . . . . . . . . . . . . .           -                -             8,850(8)             *
       David R. Longsderff . . . . . . . . . . . .           -                -             7,500(8)             *
       John P. Molony  . . . . . . . . . . . . . .           -                -            11,850(9)            *

       All directors and executive officers as a
       group (14 persons, including those listed
       above)  . . . . . . . . . . . . . . . . . .        57,500           92.00%       2,163,890(10)       67.22%
     _____________________
     * Represents less than one percent.

     (1)      See Footnote (1) to the previous table.

     (2)      See Footnote (2) to the previous table.


                                                               62







     (3)      Includes 22,000 shares of common stock issuable upon the exercise of stock options which are currently
              exercisable and which are exercisable within sixty days of February 1, 2001.

     (4)      Includes 7,000 shares of common stock issuable upon the exercise of stock options which are currently
              exercisable and which are exercisable within sixty days after February 1, 2001.

     (5)      Includes 112,500 shares of common stock issuable upon the exercise of stock options which are currently
              exercisable and which are exercisable within sixty days after February 1, 2001.

     (6)      Includes 63,750 shares of common stock issuable upon the exercise of stock options which are currently
              exercisable and which are exercisable within sixty days after February 1, 2001.

     (7)      Messrs. Hoover and Ernst are also executive officers of Thermacore.

     (8)      Represents the total number of shares of common stock issuable upon the exercise of stock options which are
              currently exercisable and which are exercisable within sixty days after February 1, 2001.


     (9)      Includes 9,350 shares of common stock issuable upon exercise of stock options which are currently exercisable
              and which are exercisable within 60 days after February 1, 2001.

     (10)     Includes 330,450 shares of common stock issuable upon exercise of stock options which are currently
              exercisable and which are exercisable within 60 days after February 1, 2001.

</TABLE>




























                                                               63






                   MARKET PRICE AND DIVIDEND INFORMATION

   MODINE MARKET PRICES AND DIVIDENDS DECLARED

        Modine common stock is listed on the Nasdaq National Market under
   the symbol MODI.  There is no public trading market for Thermacore
   common stock or preferred stock.

        The table below sets forth, for the periods indicated, the high
   and low sale prices of Modine common stock as reported on the Nasdaq
   National Market, based on published financial sources, and the
   dividends declared on Modine common stock.

<TABLE>
<CAPTION>

                                                                          Modine Common Stock
                                                                          -------------------

                                                                    High            Low          Dividend
                                                                    ----            ---          --------
       <S>                                                          <C>           <C>              <C>
       Fiscal Year Ended March 31, 1999:
               First Fiscal Quarter  . . . . . . . . . . . .       $37.500        $32.313          $0.21
               Second Fiscal Quarter   . . . . . . . . . . .        36.500         27.750           0.21
               Third Fiscal Quarter  . . . . . . . . . . . .        38.625         26.625           0.21
               Fourth Fiscal Quarter   . . . . . . . . . . .        38.000         25.250           0.21
       Fiscal Year Ended March 31, 2000:
               First Fiscal Quarter  . . . . . . . . . . . .        34.000         26.500           0.23
               Second Fiscal Quarter   . . . . . . . . . . .        34.130         24.250           0.23
               Third Fiscal Quarter  . . . . . . . . . . . .        29.630         23.000           0.23
               Fourth Fiscal Quarter   . . . . . . . . . . .        26.690         21.000           0.23

       Fiscal Year Ending March 31, 2001:
               First Fiscal Quarter  . . . . . . . . . . . .        28.313         19.938           0.25
               Second Fiscal Quarter   . . . . . . . . . . .        29.938         25.000           0.25
               Third Fiscal Quarter  . . . . . . . . . . . .        29.125         19.000           0.25
               Fourth Fiscal Quarter (through March 14,
               2001) . . . . . . . . . . . . . . . . . . . .        28.125         20.750           0.25

</TABLE>

              On December 13, 2000, the last full trading day prior to the
   public announcement of the proposed merger, the last-sale price of
   Modine common stock reported on the Nasdaq National Market was $20.375
   per share.  On March 14, 2001, the most recent practicable date before
   the printing of this proxy statement/prospectus, the last-sale price
   of Modine common stock reported on the Nasdaq National Market was
   $24.00 per share.  Shareholders should obtain current market
   quotations before making any decision with respect to the merger.

   MODINE AND THERMACORE DIVIDENDS

        Modine has paid quarterly cash dividends on Modine common stock
   continuously since 1959.  The payment of future dividends on Modine
   common stock is in the discretion of the Modine board.


                                     64







        Certain of Modine's financing agreements require it to maintain
   specific financial ratios and place certain limitations on the use of
   retained earnings for the payment of cash dividends and the
   acquisition of treasury stock.  Under the most restrictive,
   $192,158,000 was available for these purposes at March 31, 2000.
   However, dividend payments may not exceed $50,000,000 in any fiscal
   year.

        Thermacore has never paid a cash dividend.  Under the merger
   agreement, Thermacore has agreed not to pay any dividends on
   Thermacore capital stock before the consummation of the merger.










































                                     65







        INTERESTS OF THERMACORE DIRECTORS AND OFFICERS IN THE MERGER

        In considering the recommendation of the board of directors of
   Thermacore to vote for the proposal to approve and adopt the merger
   agreement, shareholders of Thermacore should be aware that certain
   members of the Thermacore board of directors and the Thermacore
   management team have agreements or arrangements that provide them with
   interests in the merger that differ from those of Thermacore
   shareholders.  The Thermacore board of directors was aware of these
   agreements and arrangements during its deliberations on the merits of
   the merger and in determining to recommend to the shareholders of
   Thermacore that they vote for the proposal to approve and adopt the
   merger agreement.

        EMPLOYMENT AGREEMENTS.  Except for Dr. Hoover, Thermacore's chief
   executive officer, Thermacore does not currently have any employment
   agreements with any of its executive officers.  However, before the
   effective time of the merger, certain executive officers of
   Thermacore, including Donald M. Ernst, who is also a director, Jerome
   E. Toth,  David R. Longsderff, Larry J. Bostwick, George A. Meyer, IV,
   and John P. Molony, will enter into employment agreements with
   Thermacore.  Under each employment agreement, the employee will agree
   to certain restrictive covenants including non-competition,
   confidentiality, non-solicitation of customers and employees, and
   assignment of inventions for a period equal to the term of the
   agreement plus the greater of the (1) number of days remaining until
   the third anniversary of the date of the signing of the employment
   agreement or (2) twelve months following the date of termination.  As
   consideration for such restrictive covenants, Thermacore will pay to
   each executive (x) 50% of the executive's then current base salary on
   May 1, 2001 and (y) 50% of the executive's then current base salary on
   February 2002, provided that the employee remains employed by
   Thermacore on that date. The executive will also be entitled to
   severance payments during the non-compete period, including full
   salary and a bonus equal in amount to the largest bonus received by
   the executive in any of the five years preceding his or her
   termination.  The amount of any severance payments will be reduced,
   however, by the amount of payments made to the executive during the
   same period under the change in control agreements described below.

        CERTAIN OFFICERS' CHANGE-IN-CONTROL AGREEMENTS; EMPLOYMENT
   AGREEMENT OF DR. HOOVER. Thermacore has entered into change-in-control
   agreements with Dr. Hoover, who is also a director, and Mr. Ernst, who
   is also a director, Mr. Bostwick, Mr. Longsderff, Mr. Meyer, Mr.
   Molony, Mr. Rothenberger and Mr. Toth which are substantially similar
   in terms and conditions.  Under each agreement, if there is a change
   in control of Thermacore and the employee's employment with Thermacore
   is terminated, within 24 months of the change in control, for any
   reason other than death, disability or at the employee's election
   without "good reason," as defined in the agreement, the employee is
   entitled to receive: (1) his base salary through his date of
   termination; (2) a lump sum cash payment as severance pay equal to the

                                     66







   sum of (A) 24 multiplied by the higher of (i) his monthly compensation
   in effect on his date of termination or (ii) his monthly compensation
   in effect immediately before the change in control, and (B) 24
   multiplied by one-twelfth of the largest aggregate annual cash bonus
   paid or awarded to the employee in the last five fiscal years of
   Thermacore immediately preceding the date of his termination; and (3)
   all shares of stock of Thermacore purchased by the executive, if any,
   and all options to purchase shares of Thermacore stock granted to him
   under any benefit plan or arrangement, shall immediately vest and/or
   their exercisability shall be accelerated, and those shares shall no
   longer be subject to repurchase by Thermacore.

        Dr. Hoover also has an employment agreement with Thermacore.
   Following the merger, all of Thermacore's obligations under the
   change-in-control agreements and Dr. Hoover's employment agreement
   will remain in effect.

        INDEMNIFICATION AND INSURANCE.  The merger agreement provides
   that Modine will, following the merger, indemnify each current and
   former director and officer of Thermacore or any of its subsidiaries
   to the extent provided in Thermacore's current articles of
   incorporation and by-laws.  Under the terms of the merger agreement,
   Modine will also provide directors and officers of Thermacore with
   officers' and directors' liability insurance coverage for matters
   occurring on or before the merger date for a minimum period of three
   years after the date of the merger.  Modine has agreed to provide
   coverage substantially similar to Thermacore's existing officers' and
   directors' liability insurance, including an overall coverage amount
   not less than the amount available under Thermacore's existing
   insurance policy.























                                     67







                     DESCRIPTION OF MODINE COMMON STOCK

   AUTHORIZED CAPITAL STOCK

        Under its amended and restated articles of incorporation, Modine
   has the authority to issue up to 96,000,000 shares of capital stock,
   consisting of 80,000,000 shares of common stock, par value $0.625 per
   share, and 16,000,000 shares of preferred stock, par value $0.025.  As
   of February 6, 2001, 29,395,511 shares of common stock and no shares
   of preferred stock were issued and outstanding.

   VOTING RIGHTS; VOTE REQUIRED FOR CERTAIN ACTIONS

        Each outstanding share of Modine common stock is entitled to one
   vote upon each matter submitted to a vote at a meeting of
   shareholders, except to the extent that that right may be limited or
   denied by the Wisconsin Business Corporation Act, as described below.
   A majority of the voting stock of Modine represented at any meeting of
   the shareholders will constitute a quorum.  Except as otherwise
   provided in Modine's articles or by-laws or by the Wisconsin Business
   Corporation Law, a majority of a quorum has the right to decide any
   questions that come before the meeting.

         Shareholders do not have cumulative voting rights.  As a result,
   the holders of a majority of the votes present at a meeting at which
   at least a majority of the voting stock is represented in person or by
   proxy have the power to elect all of the directors to be elected at
   that meeting.  Modine's by-laws provide for a nine-person board of
   directors, consisting of three classes, with each class consisting of
   three directors.  Shareholders have the right to remove directors, but
   only for cause and by the affirmative vote of a majority of the
   outstanding shares entitled to vote for the election of the director.

        Modine's articles require the affirmative vote of at least two-
   thirds of the outstanding shares of all classes entitled to vote in
   the election of directors to approve a merger, consolidation, or
   certain other extraordinary transactions between Modine and an
   "interested person."  An interested person is a person or entity which
   beneficially owns 5% or more of the outstanding shares entitled to
   vote in the election of directors.  In addition, Modine's articles
   require the affirmative vote of at least two-thirds of the outstanding
   shares, not including the shares held by the interested shareholder,
   to approve a merger, consolidation, or certain other extraordinary
   transactions between Modine and an "interested person" if the
   consideration paid to Modine's common shareholders in the transaction
   does not meet certain tests for "fair price," unless the transaction
   has been approved by a majority of Modine's board.

        Shareholders have the right to amend or repeal Modine's by-laws
   at any regular or special meeting of the shareholders, if notice of
   the proposed action was specified in the notice of the meeting.  That


                                     68







   action requires the affirmative vote of not less than two-thirds of
   the shares entitled to vote.

   DIVIDEND AND LIQUIDATION RIGHTS

        Holders of Modine's common stock are entitled to receive ratably
   such dividends, if any, as may be declared from time to time by
   Modine's board of directors out of funds legally available for the
   payment of dividends, subject to the rights of the holders of
   preferred stock, if any, then outstanding.  In the event of the
   dissolution, liquidation or winding up of Modine, holders of Modine
   common stock will be entitled to receive, pro rata, any assets and
   funds of Modine remaining after satisfaction of Modine's creditors and
   the payment of all amounts that the holders of preferred stock, if
   any, then outstanding may be entitled to receive.

   PREEMPTIVE AND OTHER RIGHTS

        Holders of Modine common stock do not have preemptive,
   subscription, redemption or conversion rights.

   LIABILITY TO FUTURE CALLS OR ASSESSMENTS

        The shares of Modine common stock issued in the merger will be
   fully-paid and non-assessable by Modine, except for certain statutory
   personal liability that may be imposed upon shareholders under Section
   180.0622(2)(b) of the Wisconsin Business Corporation Law.  That
   statutory provision imposes personal liability on shareholders of
   Wisconsin corporations for debts owed to employees for services
   performed, but not exceeding six months service in any one case.
   While the statutory provision limits this liability to the par value
   of the shares held, a Wisconsin trial court interpreted a
   substantially identical predecessor statute to mean that shareholders
   of a Wisconsin corporation were liable for an amount equal to the
   consideration for which their shares were issued, rather than the par
   value of the shares.  This decision was affirmed by a split decision
   of the Wisconsin Supreme Court without a written opinion, although the
   decision was subsequently overturned on other grounds.

   POSSIBLE ADVERSE EFFECT OF FUTURE ISSUANCES OF PREFERRED STOCK

        Modine's board of directors is authorized to issue, from time to
   time, up to 16,000,000 shares of preferred stock in one or more series
   and to fix the designations, preferences and rights of each series,
   without any further action or approval of Modine's shareholders.
   Those rights may include dividend, liquidation, conversion and
   redemption rights, including sinking fund provisions for the
   redemption or purchase of shares of preferred stock.  Modine has no
   current plans to issue preferred stock.  The rights, preferences and
   privileges of the holders of Modine common stock will, however, be
   subject to and may be adversely affected by the rights of the holders


                                     69







   of any series of preferred stock that Modine's board of directors may
   determine to issue in the future.

   SHAREHOLDER RIGHTS PLAN

        On October 15, 1986, Modine's board of directors adopted a
   shareholder rights plan which provides for the issuance of one
   preferred purchase right for each outstanding share of Modine common
   stock. The rights entitle each holder of Modine common stock to
   purchase one one-hundredth of a share of Modine Series A Participating
   Preferred Stock at an exercise price of $95.00, subject to adjustment.
   The rights are not presently exercisable and are not transferable
   apart from the Modine common stock.  They will become exercisable,
   separate certificates evidencing the rights will be distributed, and
   the rights will begin trading separately from the Modine common stock
   ten business days after the announcement that a person or group has
   acquired 20% or more of Modine's common stock or ten business days
   after a person or group commences, or announces its intention to
   commence, an offer that would result in that person or group owning
   30% or more of Modine's common stock.

        In the event that Modine is acquired in a merger or other
   business combination following the distribution of the rights, each
   right will entitle its holder to purchase, at the then current
   exercise price of the right, that number of shares of common stock of
   the surviving company which, at the time of the transaction, will have
   a market value equal to two times the then current exercise price of
   the right.  Alternatively, if a holder of 20% or more of the Modine
   common stock effects a merger or other business combination with
   Modine in which Modine survives and Modine common stock remains
   outstanding, or engages in a statutory share exchange with Modine that
   does not result in Modine's becoming a subsidiary of the holder, or
   engages in certain types of self-dealing transactions with Modine,
   each right not owned by the 20% shareholder will become exercisable
   for that number of shares of Modine common stock which, at that time,
   have a market value of two times the then current exercise price of
   the right.

        The Modine board has the right to redeem the rights for a price
   of $0.0125 per right at any time before the 30th day following a
   public announcement that a person or group has acquired beneficial
   ownership of at least 20% of the Modine common stock.  The rights will
   expire on October 27, 2006, unless redeemed before that date.

        The rights have certain anti-takeover effects.  They will cause a
   substantial dilution to a person or group that attempts to acquire
   Modine on terms not approved by Modine's board of directors.  The
   rights will not, however, interfere with any merger or other business
   combination approved by Modine's board of directors within 30 days
   after a person or group becomes the beneficial owner of 20% or more of
   the Modine common stock because, until the end of that 30-day period,
   Modine may redeem the rights for $0.0125 per right.

                                     70








   CERTAIN PROVISIONS THAT MAY DELAY OR PREVENT A CHANGE-IN-CONTROL OF
   MODINE

        BUSINESS COMBINATION STATUTE.  Sections 180.1140 to 180.1144 of
   the Wisconsin Business Corporation Law regulate a broad range of
   business combinations between a resident domestic corporation and an
   interested shareholder. A business combination is defined to include
   any of the following transactions:

        *    a merger or share exchange;

        *    a sale, lease, exchange, mortgage, pledge, transfer or other
             disposition of assets equal to 5% or more of the aggregate
             market value of the stock or assets of the company or 10% of
             its earning power or income;

        *    the issuance or transfer of stock or rights to purchase
             stock with a market value equal to 5% or more of the
             outstanding stock;

        *    the adoption of a plan of liquidation or dissolution; and

        *    any reclassification of securities or recapitalization of
             the resident domestic corporation if the effect is to
             increase the proportionate share of its securities owned by
             the interested shareholder.

        A "resident domestic corporation" is defined to mean a Wisconsin
   corporation that has a class of voting stock that is registered or
   traded on a national securities exchange or that is registered under
   Section 12(g) of the Exchange Act and that, as of the relevant date,
   satisfies any of the following: (1) its principal offices are located
   in Wisconsin, (2) it has significant business operations located in
   Wisconsin, (3) more than 10% of the holders of record of its shares
   are residents of Wisconsin, or (4) more than 10% of its shares are
   held of record by residents of Wisconsin.  Modine is a resident
   domestic corporation for purposes of these statutory provisions.

        An "interested shareholder" is defined to mean a person who
   beneficially owns, directly or indirectly, 10% of the voting power of
   the outstanding voting stock of a corporation or who is an affiliate
   or associate of the corporation and beneficially owned 10% of the
   voting power of the then outstanding voting stock within the last
   three years.

        Under this law, Modine cannot engage in a business combination
   with an interested shareholder for a period of three years following
   the date such person becomes an interested shareholder, unless the
   board of directors approved the business combination or the
   acquisition of the stock that resulted in the person becoming an
   interested shareholder before the acquisition.  Modine may engage in a

                                     71







   business combination with an interested shareholder after the
   expiration of the three-year period with respect to that shareholder
   only if one or more of the following conditions is satisfied: (1) the
   board of directors approved the acquisition of the stock before the
   date on which the shareholder acquired the shares, (2) the business
   combination is approved by a majority of the outstanding voting stock
   not beneficially owned by the interested shareholder, or (3) the
   consideration to be received by shareholders meets certain fair price
   requirements of the statute with respect to form and amount.

        FAIR PRICE STATUTE.  The Wisconsin Business Corporation Law also
   provides, in Sections 180.1130 to 180.1133, that certain mergers,
   share exchanges or sales, leases, exchanges or other dispositions of
   assets in a transaction involving a significant shareholder and a
   resident domestic corporation such as Modine require a supermajority
   vote of shareholders in addition to any approval otherwise required,
   unless shareholders receive a fair price for their shares that
   satisfies a statutory formula. A "significant shareholder" for this
   purpose is defined as a person or group who beneficially owns,
   directly or indirectly, 10% or more of the voting stock of the
   corporation, or is an affiliate of the corporation and beneficially
   owned, directly or indirectly, 10% or more of the voting stock of the
   corporation within the last two years. Any business combination to
   which the statute applies must be approved by 80% of the voting power
   of the corporation's stock and at least two-thirds of the voting power
   of the corporation's stock not beneficially held by the significant
   shareholder who is party to the relevant transaction or any of its
   affiliates or associates, in each case voting together as a single
   group, unless (a) the aggregate value of the per share consideration
   is equal to the highest of:

        *    the highest per share price paid for any common shares of
             the corporation by the significant shareholder in the
             transaction in which it became a significant shareholder or
             within two years before the date of the business
             combination,

        *    the market value per share of the corporation's shares on
             the date of commencement of any tender offer by the
             significant shareholder, the date on which the person became
             a significant shareholder or the date of the first public
             announcement of the proposed business combination, whichever
             is highest, or

        *    the highest preferential amount per share in a liquidation
             or dissolution to which holders of the shares would be
             entitled,

   and (b) the significant shareholder offers either cash or the same
   form of consideration used by the significant shareholder to acquire
   the largest number of shares it acquired.


                                     72







        CONTROL SHARE VOTING RESTRICTIONS.  Under Section 180.1150 of the
   Wisconsin Business Corporation Law, unless otherwise provided in the
   articles of incorporation, the voting power of shares of a resident
   domestic corporation held by any person, or group of persons acting
   together, in excess of 20% of the voting power in the election of
   directors is limited (in voting on any matter) to 10% of the full
   voting power of those shares. This restriction does not apply to
   shares acquired directly from the resident domestic corporation, in
   certain specified transactions, or in a transaction in which the
   corporation's shareholders have approved restoration of the full
   voting power of the otherwise restricted shares. Because of the 10%
   threshold contained in Wisconsin's business combination statute
   discussed above, this control share threshold of 20% may not be
   reached unless the board of directors first approves a transaction
   that permits a shareholder to exceed the 10% ownership level.

        DEFENSIVE ACTION RESTRICTIONS. Section 180.1134 of the Wisconsin
   Business Corporation Law provides that, in addition to the vote
   otherwise required by law or the articles of incorporation of a
   resident domestic corporation, the approval of the holders of a
   majority of the shares entitled to vote on the proposal is required
   before the corporation can take certain action while a takeover offer
   is being made or after a takeover offer has been publicly announced
   and before it is concluded. This statute requires shareholder approval
   for the corporation to do either of the following: (1) acquire more
   than 5% of its outstanding voting shares at a price above the market
   price from any individual or organization that owns more than 3% of
   the outstanding voting shares and has held such shares for less than
   two years, unless a similar offer is made to acquire all voting shares
   and all securities which may be converted into voting shares, or (2)
   sell or option assets of the corporation which amount to 10% or more
   of the market value of the corporation, unless the corporation has at
   least three independent directors (directors who are not officers or
   employees) and a majority of the independent directors vote not to
   have this provision apply to the corporation.

        SUPERMAJORITY VOTING REQUIREMENT IN MODINE'S ARTICLES.  Article
   VII of Modine's articles of incorporation also require the affirmative
   vote of at least two-thirds of Modine's outstanding stock entitled to
   vote in the election of directors in order to approve mergers,
   consolidations and other extraordinary transactions between Modine and
   the beneficial owner of 10% or more of any class of Modine stock.
   Under certain circumstances, the additional approval of two-thirds of
   those outstanding shares not held by the interested shareholder is
   also required.  See "Comparison of Shareholder Rights--Approvals of
   Mergers and Other Fundamental Transactions."

        The provisions of Wisconsin law described above and the Modine
   shareholder rights agreement, the ability to issue additional shares
   of the common stock and preferred stock without further shareholder
   approval and the ability of the board of directors to fix the
   designations of further classes of preferred stock (including the

                                     73







   ability to issue preferred stock with substantial voting rights) could
   have the effect, among others, of discouraging take-over proposals for
   or impeding a business combination involving Modine.


















































                                     74







                      COMPARISON OF SHAREHOLDER RIGHTS

        Upon the completion of the merger, the shareholders of Thermacore
   will become shareholders of Modine, and the Modine certificate of
   incorporation and the Modine by-laws will govern the rights of the
   former Thermacore shareholders.  Modine is a corporation incorporated
   under the laws of Wisconsin and is subject to the Wisconsin Business
   Corporation Law.

        The following table provides a summary of the material
   differences between the current rights of Thermacore shareholders and
   the rights of Modine shareholders.  This summary is not intended to be
   complete or to identify al differences that may be material to a
   shareholder, and is qualified by reference to Modine's Restated
   Articles of Incorporation and Restated By-Laws, which are filed as
   exhibits to Modine's Annual Reports on Form 10-K for the fiscal years
   ended March 31, 1999 and March 31, 2000, respectively, and to the
   Thermacore amended and restated articles of incorporation and the
   Thermacore amended and restated bylaws, which will be sent to
   Thermacore shareholders or Modine shareholders upon request.  To
   obtain these documents, see "Where you can Find More Information."
































                                                               75




<TABLE>
<CAPTION>

                                              RIGHTS OF THERMACORE SHAREHOLDERS               RIGHTS OF MODINE SHAREHOLDERS
              <S>                        <C>                                           <C>
              VOTING,                    Common Stock:                                 Common Stock:
              GENERALLY                  * 5,000,000 shares authorized                 * 80,000,000 shares authorized
                                         * 2,604,925 shares issued and outstanding     * 29,395,511 shares issued and outstanding
                                         as of the record date                         as of February 6, 2001

                                         Series A Convertible Preferred Stock:         Preferred Stock:
                                         * 62,500 shares authorized                    * 16,000,000 shares authorized
                                         * 62,500 shares issued and outstanding        * No shares issued or outstanding

              VOTE PER SHARE             Except as described below, under              Under Modine's articles of incorporation,
                                         Thermacore's articles of incorporation,       each share of capital stock is entitled to
                                         all shares of preferred stock and common      one vote on all shareholder actions.
                                         stock are voted together as a single
                                         class.  Each share of common stock is
                                         entitled to one vote per share, and each
                                         share of preferred stock is entitled to
                                         that number of votes per share of common
                                         stock into which that share of preferred
                                         stock would be then convertible (currently
                                         ten).

              VOTE REQUIRED FOR          Except as described below where (1) a         Except as described below where (1) a
              SHAREHOLDER ACTION         higher vote of shareholders is required,      higher vote of shareholders is required or
                                         (2) a class vote of the holders of the        (2) otherwise required by Wisconsin law,
                                         preferred stock is required or (3)            the affirmative vote of a majority of all
                                         otherwise required by Pennsylvania law,       shares entitled to vote is required for
                                         the affirmative vote of a majority of the     shareholder action.
                                         votes cast by all shareholders entitled to
                                         vote on the matter is required for            Under Wisconsin law, the board of directors
                                         shareholder action.                           may authorize the issuance of additional
                                                                                       shares of common stock, up to the maximum
                                         Thermacore's articles of incorporation        number of shares authorized under the
                                         provide certain anti-dilution protections     articles of incorporation, without further
                                         for the benefit of the preferred stock in     action by its shareholders.  Under
                                         the event of any issuance, sale or other      Wisconsin law, the board of directors has
                                         disposition of common stock, including        the right to determine the price to be paid
                                         unissued treasury shares.                     for such shares.














                                                               76





</TABLE>
<TABLE>
<CAPTION>



                                              RIGHTS OF THERMACORE SHAREHOLDERS               RIGHTS OF MODINE SHAREHOLDERS

              <S>                        <C>                                           <C>
              CALLING OF SPECIAL         The Thermacore bylaws provide that a          Wisconsin law provides that
              MEETING OF SHAREHOLDERS    special meeting of shareholders may be        *       the board of directors of Modine
                                         called by                                             may call a special meeting of the
                                         *        the chairman,                                shareholders, and
                                         *        the board of directors, or           *       a special meeting MUST be called
                                         *        by shareholders entitled to cast             upon the request of the holders of
                                                  at least 20 percent of the votes             at least ten percent of the entire
                                                  that all shareholders are entitled           capital stock of Modine that is
                                                  to cast at the meeting.                      issued, outstanding and entitled to
                                                                                               vote.

                                                                                       The Modine bylaws also provide that special
                                                                                       meetings may be called by:
                                                                                       *       the chairman or
                                                                                       *       the president.
              SHAREHOLDER ACTION BY      As permitted under Pennsylvania law, the      Wisconsin law permits actions which would
              WRITTEN CONSENT            Thermacore bylaws provide that a written      otherwise be required or permitted to be
                                         consent of shareholders in lieu of a          taken at a shareholders' meeting to be
                                         meeting must be signed by the holders of      taken without a meeting, and without action
                                         outstanding stock having not less than the    by the board of directors, by the written
                                         minimum number of votes that would be         consent of not less than ALL shareholders
                                         necessary to authorize or take such action    entitled to vote on the action.
                                         at a meeting at which all shares entitled
                                         to vote thereon were present and voted.


              NUMBER OF DIRECTORS AND    Thermacore's articles of incorporation        The Modine bylaws provide that the board of
              SIZE OF BOARD              provide that the board of directors shall     directors shall have nine members.
                                         have seven members; any increase in the
                                         board requires the affirmative vote of at
                                         least two-thirds of the outstanding shares
                                         of preferred stock voting as a separate
                                         class.


              TERM OF OFFICE             Thermacore does not have a classified         The Modine board of directors is divided
                                         board of directors. Each director serves a    into three classes, with each class serving
                                         one-year term.                                a staggered three-year term.













                                                               77







                                              RIGHTS OF THERMACORE SHAREHOLDERS               RIGHTS OF MODINE SHAREHOLDERS

              ELECTION OF DIRECTORS      The Thermacore articles of incorporation      The Modine certificate of incorporation
                                         provide that (1) the holders of the           provides that directors are elected by a
                                         preferred stock, voting as a separate         majority of the holders of Modine shares
                                         class, are entitled to elect one director,    which are entitled to vote.
                                         (2) the holders of the common stock,
                                         voting as a separate class, are entitled
                                         to elect four directors and (3) the
                                         remaining two directors are elected by a
                                         plurality vote cast by the holders of
                                         preferred stock, voting as a separate
                                         class, and a plurality vote cast by the
                                         holders of the common stock, voting as a
                                         class.  The Thermacore articles of
                                         incorporation expressly prohibit
                                         cumulative voting in the election of
                                         directors.

              REMOVAL OF DIRECTORS       Under Pennsylvania law, unless otherwise      Under Modine's bylaws, a director of Modine
                                         provided in a bylaw adopted by the            may be removed upon a showing of good cause
                                         shareholders, any or all directors may be     and authorized by an affirmative vote,
                                         removed from office by the shareholders       taken at a special shareholders' meeting
                                         with or without cause by the affirmative      called for this purpose, of the majority of
                                         vote of a majority of the votes cast by       the outstanding shares entitled to vote on
                                         those shareholders or class of                the election of a director.
                                         shareholders entitled to elect such
                                         directors.

                                         The Thermacore articles of incorporation
                                         provide that (1) a director elected by the
                                         holders of the preferred stock shall be
                                         removed only by vote or consent of the
                                         holders of the preferred stock, (2) a
                                         director elected by the holders of the
                                         common stock shall be removed only by vote
                                         or consent of the holders of the common
                                         stock and (3) a director elected jointly
                                         by the holders of the preferred stock and
                                         the common stock shall be removed only by
                                         vote or consent of the holders of the
                                         preferred stock and common stock.











                                                               78







                                              RIGHTS OF THERMACORE SHAREHOLDERS               RIGHTS OF MODINE SHAREHOLDERS

              FILLING OF VACANCIES ON    The Thermacore articles of incorporation      The Modine bylaws provide that vacancies on
              THE BOARD OF DIRECTORS     provide that (1) any vacancy of a director    Modine's board of directors, including
                                         elected by the holders of the preferred       vacancies due to removal of a director for
                                         stock shall be filled by vote or consent      cause, may be filled by a majority vote of
                                         of the holders of the preferred stock, (2)    the remaining directors in office.
                                         any vacancy of a director elected by the
                                         holders of the common stock shall be
                                         filled only by vote or consent of the
                                         holders of the common stock and (3) any
                                         vacancy of a director elected jointly by
                                         the holders of preferred stock and common
                                         stock shall be filled only by vote or
                                         consent of the holders of the preferred
                                         stock and common stock.

              APPROVALS OF MERGERS AND   Under Pennsylvania law, subject to certain    Under Wisconsin law, with certain
              OTHER FUNDAMENTAL          limited exceptions, the affirmative vote      exceptions, the affirmative vote of the
              TRANSACTIONS               of a majority of the votes cast by all        holders of a majority of the outstanding
                                         shareholders entitled to vote thereon,        stock entitled to vote on the matter is
                                         and, if the transaction will effect any       required to approve a proposed plan of
                                         changes in the articles of the                merger, consolidation or exchange between
                                         corporation, the same class or series vote    Modine and another corporation, the sale of
                                         that would have been required to amend the    all or substantially all of Modine's assets
                                         articles, if any, is required for any         other than in the ordinary course of
                                         merger or consolidation of a Pennsylvania     business, or its voluntary liquidation.
                                         corporation with another corporation.         Notice of the meeting in which the vote is
                                                                                       to be taken must be sent to all
                                         Under Thermacore's articles of                shareholders, regardless of whether they
                                         incorporation, the affirmative vote of at     are entitled to vote on the matter.
                                         least two-thirds of the then outstanding
                                         shares of preferred stock, consenting or      Under the Modine articles of incorporation,
                                         voting as a class, shall be required for:     the affirmative vote of at least two-thirds
                                                                                       of the outstanding shares of all classes of
                                         (1)      the creation or authorization of     stock entitled to vote shall be required
                                         any additional class or series of shares      for:
                                         of stock unless the same ranks junior to
                                         the preferred stock, or the increase in       (1)     the merger or consolidation of
                                         the amount of any additional class or         Modine with or into any Interested Person
                                         series of shares of stock unless the same     or any Affiliate or Associate of an
                                         ranks junior to the preferred stock;          Interested Person, as those terms are
                                                                                       defined in the articles of incorporation;










                                                               79







                                              RIGHTS OF THERMACORE SHAREHOLDERS               RIGHTS OF MODINE SHAREHOLDERS

              APPROVALS OF MERGERS AND   (2)      the liquidation, dissolution or      (2)       the sale, lease or other
              OTHER FUNDAMENTAL          winding up or the consolidation or merger     disposition of all or substantially all of
              TRANSACTIONS (cont'd)      of Thermacore into or with any other          the property and assets of Modine to or
                                         entity or entities or the sale, lease or      with any Interested Person or any Affiliate
                                         abandon, transfer or otherwise dispose of     or Associate of any Interested Person;
                                         all or substantially all of Thermacore's
                                         assets;                                       (3)       the acquisition by Modine of all
                                                                                       or substantially all of the assets of any
                                         (3)      the amendment, alteration or         Interested Person or any Affiliate or
                                         repeal of Thermacore's articles of            Associate of any Interested Person; or
                                         incorporation or bylaws;
                                                                                       (4)     the reclassification, purchase by
                                         (4)      the purchase or setting aside of     Modine or issuance by Modine of shares of
                                         any sums for the purchase of, or payment      Modine stock possessing voting rights or
                                         of any dividend or making of any              any securities convertible thereto or
                                         distribution on, any shares of stock other    exchangeable therefor which has the effect
                                         than the preferred stock; and                 of increasing the proportion of the
                                                                                       outstanding shares of any class of
                                         (5)      the redemption or other              securities of Modine directly or indirectly
                                         acquisition of any shares of preferred        owned by any Interested Person.
                                         stock except as provided in Thermacore's
                                         articles of incorporation.                    However, if the consideration to be paid to
                                                                                       Modine's shareholders in any of the
                                                                                       transactions described above does not meet
                                                                                       certain tests for fair price, two-thirds of
                                                                                       the Non-Interested Outstanding Shares, as
                                                                                       defined in the articles, must also be voted
                                                                                       in favor of the transaction, unless the
                                                                                       Board of Directors has approved the
                                                                                       transaction.
              AMENDMENT TO BYLAWS        So long as shares of its preferred stock      The Modine bylaws may be amended, repealed
                                         are outstanding, the Thermacore bylaws may    or altered by the affirmative vote of not
                                         not be amended, altered or repealed           less than two-thirds of the shareholders of
                                         without the written consent or vote of at     Modine entitled to vote thereon, or by the
                                         least two-thirds of the then outstanding      affirmative vote of not less than two-
                                         shares of preferred stock.                    thirds of the full board of directors.




              AMENDMENT TO ARTICLES OF   The Thermacore articles of incorporation      Under Wisconsin law, the articles of
              INCORPORATION              provide that no provision of its articles     incorporation of Modine may be amended by
                                         may be amended, modified or waived without    shareholders by the affirmative vote of a
                                         the written consent or vote of the holders    majority of the votes cast by each group of
                                         of at least two-thirds of the outstanding     shareholders entitled to vote on the matter
                                         shares of preferred stock.                    as a group.





                                                               80







                                              RIGHTS OF THERMACORE SHAREHOLDERS               RIGHTS OF MODINE SHAREHOLDERS

              RIGHTS OF INSPECTION       Under Pennsylvania law every shareholder,     Under Wisconsin law, in order to inspect
                                         upon proper written demand stating the        and copy the corporate records of Modine,
                                         purpose, may inspect the corporate books      including the shareholder list, a
                                         and records as long as the inspection is      shareholder must be a shareholder of record
                                         for a proper purpose and during normal        and either have been a shareholder of
                                         business hours.  A "proper purpose" is any    record of Modine for at least six months
                                         purpose reasonably related to the interest    prior to making a demand or hold at least
                                         of the inspecting person as a shareholder.    5% of the outstanding shares of Modine.  As
                                                                                       a result, a person will be unable to
                                                                                       purchase a nominal number of shares for the
                                                                                       sole purpose of obtaining access to
                                                                                       Modine's corporate records.  Under
                                                                                       Wisconsin law, a shareholder's demand must
                                                                                       also be made for a proper purpose.  In
                                                                                       addition, all shareholders may inspect the
                                                                                       shareholder list for a meeting beginning
                                                                                       two business days after the notice of a
                                                                                       meeting of shareholders is given and ending
                                                                                       at the conclusion of the meeting.

              DIVIDENDS                  The Thermacore articles of incorporation      No Modine preferred stock is currently
                                         provide that the holders of preferred         outstanding.
                                         stock shall be entitled to receive, from
                                         funds legally available therefor,
                                         cumulative dividends which accrue at the
                                         rate per annum of $4.00 per share, to be
                                         paid only upon liquidation, dissolution or
                                         winding up of the corporation.  Rights to
                                         receive these accruing dividends shall
                                         terminate absolutely upon the consummation
                                         of the merger.


              DISSENTERS RIGHTS OF       Pennsylvania law provides, with certain       Under Wisconsin law, except with respect to
              APPRAISAL                  exceptions, that shareholders of a            business combinations within the meaning of
                                         corporation have a right to dissent from a    Wisconsin's Fair Price Statute (described
                                         proposed transaction and to obtain payment    under "Description of Modine Common Stock--
                                         of the judicially determined "fair value"     certain Provisions that May Delay or
                                         of their shares in a merger,                  Prevent a Change-in-Control of Modine")
                                         consolidation, division, share exchange or    dissenters rights are not generally
                                         conversion, in certain asset transfers, in    available to holders of shares registered
                                         transactions where the board grants           on a national securities exchange or quoted
                                         dissenters rights, and in certain other       on the Nasdaq's automatic quotations system
                                         plans or amendments to the articles of        on the record date for a meeting of
                                         incorporation in which disparate treatment    shareholders at which action is to be taken
                                         is given to the holders of shares of the      on a proposed transaction which would
                                         same class or series unless each group has    otherwise be subject to dissenters rights.
                                         approved by a special class vote.



                                                               81







                                              RIGHTS OF THERMACORE SHAREHOLDERS               RIGHTS OF MODINE SHAREHOLDERS

              LIMITATION OF PERSONAL     Under Pennsylvania law, a corporation may     Wisconsin law imposes a statutory limit on
              LIABILITY OF DIRECTORS     include in its bylaws a provision which       the liability of directors of Wisconsin
                                         eliminates the liability of its directors     corporations, without requiring the
                                         for monetary damages for any action taken     inclusion of a provision in a corporation's
                                         or the failure to take any action, unless     articles of incorporation.  Under Wisconsin
                                         (1) the directors have breached or failed     law, a director of a corporation is not
                                         to perform their duties and (2) the breach    liable to the corporation, its shareholders
                                         or failure to perform constitutes self-       or persons asserting rights on behalf of
                                         dealing, willful misconduct or                the corporation or its shareholders, unless
                                         recklessness.  However, a Pennsylvania        (1) the liability is based on a breach of
                                         corporation may not eliminate the             the director's duty (whether the duty of
                                         liability of directors where the              care or duty of loyalty) to the corporation
                                         responsibility or liability of a director     and its shareholders and (2) such breach
                                         arises under any criminal statute or is       constitutes (A) the director's willful
                                         for the payment of federal, state or local    failure to deal fairly with the corporation
                                         taxes.  Both the Thermacore articles of       or its shareholders in connection with a
                                         incorporation and bylaws include such a       matter in which the director had a material
                                         provision and exception.                      conflict of interest, (B) a violation of
                                                                                       criminal law, unless the director had
                                                                                       reasonable cause to believe that his or her
                                                                                       conduct was lawful or no reasonable cause
                                                                                       to believe his or her conduct was unlawful,
                                                                                       (C) a transaction from which the director
                                                                                       derived an improper personal profit, or (D)
                                                                                       willful misconduct.

              STATUTORY SHAREHOLDER      Pennsylvania law has no similar statute.      Wisconsin law provides that shareholders of
              LIABILITY FOR EMPLOYEE                                                   a corporation are personally liable, up to
              WAGES                                                                    an amount equal to the par value of the
                                                                                       shares that they own, for all debts owed by
                                                                                       the corporation to employees for services
                                                                                       performed, but not exceeding six months'
                                                                                       service in any one case.  Although the
                                                                                       applicable statute specifies that such
                                                                                       liability is limited to the par value of
                                                                                       the shares ($0.625, in the case of Modine),
                                                                                       at least one Wisconsin trial court has
                                                                                       interpreted this to mean the consideration
                                                                                       paid to a corporation for shares.  This
                                                                                       decision was affirmed by a split decision
                                                                                       of the Wisconsin Supreme Court, with one
                                                                                       justice abstaining.  As a result, the
                                                                                       affirming decision is without precedential
                                                                                       effect.







                                                               82







                                              RIGHTS OF THERMACORE SHAREHOLDERS               RIGHTS OF MODINE SHAREHOLDERS

              INDEMNIFICATION OF         Under Pennsylvania law, a corporation may     Unless the corporation's articles of
              DIRECTORS AND OFFICERS     indemnify a director, officer or              incorporation provide otherwise, Wisconsin
                                         representative of the corporation against     law provides for MANDATORY indemnification
                                         expenses, including attorneys' fees,          of a director or officer against certain
                                         judgments, fines and settlement amounts       liabilities and expenses.  In particular,
                                         actually and reasonably incurred in a         Wisconsin law mandates indemnification: (1)
                                         civil or criminal action, suit or             to the extent such officers or directors
                                         proceeding by reason of being or having       are successful in the defense of a
                                         been a representative of or serving at the    proceeding (whether brought derivatively or
                                         request of the corporation.  In order to      by a third party) and (2) in proceedings in
                                         be eligible for indemnification, a            which the director or officer is not
                                         director, officer or representative of the    successful in the defense, unless it is
                                         corporation must have acted in good faith     determined that the director or officer
                                         and in a manner he or she reasonably          breached or failed to perform his or her
                                         believed to be in, or not opposed to, the     duties to the corporation and such breach
                                         best interests of the corporation, and in     or failure constituted (A) a willful
                                         the case of a criminal proceeding, he or      failure to deal fairly with the corporation
                                         she must have had no reasonable cause to      or its shareholders in connection with a
                                         believe his or her conduct was unlawful.      matter in which the director or officer had
                                                                                       a material conflict of interest, (B) a
                                         Pennsylvania law expressly permits            violation of criminal law, unless the
                                         indemnification in connection with any        director or officer had reasonable cause to
                                         action, including a derivative action,        believe his or her conduct was lawful or
                                         unless a court determines that the acts or    had no reasonable cause to believe his or
                                         omissions giving rise to the claim            her conduct was unlawful, (C) a transaction
                                         constituted willful misconduct or             from which the director or officer derived
                                         recklessness.                                 an improper personal profit, or (D) willful
                                                                                       misconduct.
                                         Pennsylvania law also provides for
                                         MANDATORY indemnification of a                Under its bylaws, Modine shall indemnify a
                                         representative of a corporation if that       director, officer or employee of the
                                         person has been successful on the merits      company against reasonable expenses,
                                         or otherwise in defense of any third-party    including attorneys' fees, judgments, fines
                                         or derivative action.                         and settlement amounts, actually and
                                                                                       necessarily incurred in connection with a
                                         The Thermacore articles of incorporation      civil, criminal, administrative or
                                         authorize the corporation to provide          investigative action, suit or proceeding
                                         indemnification in compliance with            (other than a derivative action) by reason
                                         Pennsylvania law, which are contained in      of having been a director, officer or
                                         its bylaws.  Further, the bylaws provide      employee of the company, provided that he
                                         that these obligations to indemnify a         or she acted in good faith and in a manner
                                         director or officer shall be considered a     he or she reasonably believed to be in or
                                         contract between Thermacore and that          not opposed to the best interests of the
                                         director or officer.                          company.







                                                               83







                                              RIGHTS OF THERMACORE SHAREHOLDERS               RIGHTS OF MODINE SHAREHOLDERS

              ANTI-TAKEOVER PROVISIONS   Under Pennsylvania corporate law,             Under Wisconsin law, the directors and
                                         directors may, in considering the best        officers of Modine may, in considering its
                                         interests of the corporation, consider any    best long-term and short-term interests,
                                         of the following to the extent they deem      consider the effects of any action
                                         appropriate:                                  (including an action relating to a change
                                                                                       in control of the corporation) upon its
                                         *        the effects of any action upon any   employees, suppliers, and customers or the
                                                  or all groups affected by the        communities in which it has offices or any
                                                  action, including shareholders,      other pertinent factors.  These provisions
                                                  employees, suppliers, customers      may be deemed to have an antitakeover
                                                  and creditors of the corporation,    effect since they expressly authorize
                                                  and upon communities in which        directors to take into account the
                                                  offices or other establishments of   interests of constituencies other than
                                                  the corporation are located;         Modine's shareholders in determining what
                                                                                       is and is not in the best interests of the
                                         *        the short-term and long-term         corporation.  Such a provision may be
                                                  interests of the corporation,        relied upon by directors in responding to
                                                  including benefits that may accrue   an unsolicited bid for a change in control
                                                  to the corporation from its long-    of the corporation.
                                                  term plans and the possibility
                                                  that these interests may be best     Wisconsin law also has special provisions
                                                  served by the continued              relating to changes in control of public
                                                  independence of the corporation;     companies, such as Modine, which are
                                                                                       incorporated in the state.  These laws
                                         *        the resources, intent and conduct    regulate a broad range of business
                                                  (past, stated and potential) of      combinations and similar transactions
                                                  any person seeking to acquire        involving a resident domestic corporation.
                                                  control of the corporation; and      Situations covered by these statutes
                                                                                       include:
                                         *        all other pertinent factors.
                                                                                       1)      business combinations with
                                         In considering the best interests of the              significant shareholders;
                                         corporation or the effects of any action,     2)      reduction of voting power for those
                                         the directors are not required to regard              who acquire more than 20% of a
                                         any corporate interest or the interests of            corporation's outstanding shares;
                                         any particular group affected by the          3)      supermajority voting requirements
                                         action as a dominant or controlling                   in the case of certain business
                                         interest or factor.                                   combinations which do meet "fair
                                                                                               price" standards; and
                                         In addition, the standard of care that        4)      restrictions on certain defensive
                                         applies to any action taken by a director             actions in the face of a takeover
                                         in connection with the acquisition or sale            offer.
                                         of a corporation is no higher than the
                                         standard that applies to any other action
                                         of a director.






                                                               84







                                              RIGHTS OF THERMACORE SHAREHOLDERS               RIGHTS OF MODINE SHAREHOLDERS

              ANTI-TAKEOVER PROVISIONS                                                 While these provisions are generally
              (cont'd)                                                                 designed to protect shareholders of covered
                                                                                       corporations in the event of a proposal to
                                                                                       acquire a company, they may have the effect
                                                                                       of inhibiting offers which otherwise could
                                                                                       be in the best interests of shareholders.
                                                                                       For further, more detailed information
                                                                                       about these provisions, see "Description of
                                                                                       Modine Common Stock--Certain Provisions
                                                                                       that May Delay or Prevent a Change-in-
                                                                                       Control of Modine" beginning on page 45 of
                                                                                       the proxy statement/prospectus.

</TABLE>







                     WHERE YOU CAN FIND MORE INFORMATION

        Modine files annual, quarterly and current reports, proxy
   statements and other information with the Securities and Exchange
   Commission.  You may read and copy any reports, statements or other
   information Modine files at the Securities and Exchange Commission's
   public reference rooms at Room 1024, 450 Fifth Street, N.W.,
   Washington, D.C. 20549, as well as at the Commission's regional
   offices at 500 West Madison Street, Suite 1400, Chicago, Illinois
   60661 and 7 World Trade Center, Suite 1300, New York, New York 10048.
   Copies of these materials may also be obtained from the Securities and
   Exchange Commission at prescribed rates by writing to the Public
   Reference Section of the Securities and Exchange Commission, 450 Fifth
   Street, N.W., Washington, D.C. 20549.  Please call the Securities and
   Exchange Commission at 1-800-SEC-0330 for further information on the
   public reference rooms.  Modine's filings are also available to the
   public from commercial document retrieval services and at the web site
   maintained by the Securities and Exchange Commission at "http:
   //www.sec.gov."

        Modine has filed with the Securities and Exchange Commission a
   registration statement on Form S-4 with respect to the Modine common
   stock to be issued to holders of Thermacore common stock and preferred
   stock pursuant to the merger agreement.  This proxy
   statement/prospectus constitutes the prospectus of Modine that is
   filed as part of the registration statement. Other parts of the
   registration statement are omitted from this proxy
   statement/prospectus in accordance with the rules and regulations of
   the Securities and Exchange Commission.  Copies of the registration
   statement, including exhibits, may be inspected, without charge, at
   the offices of the Securities and Exchange Commission listed in the
   preceding paragraph, and copies may be obtained from the Securities
   and Exchange Commission at prescribed rates.  A copy of the
   registration statement may also be found on the Securities and



                                     85







   Exchange Commission's web site at the site address indicated in the
   preceding paragraph.

        The Securities and Exchange Commission allows Modine to
   "incorporate by reference" information into this proxy
   statement/prospectus.  This means that Modine may disclose important
   information to you by referring you to another document filed
   separately with the Securities and Exchange Commission.  The
   information incorporated by reference is considered to be a part of
   this proxy statement/prospectus, unless it has been modified or
   superseded by information included in this proxy statement/prospectus
   or in a later-dated filing made by Modine with the Securities and
   Exchange Commission. The following documents previously filed with the
   Securities and Exchange Commission by Modine (Commission File Number
   1-1373) are incorporated by reference into this proxy
   statement/prospectus:

        1.   Modine's Annual Report on Form 10-K for the fiscal year
             ended March 31, 2000;

        2.   Modine's Quarterly Reports on Form 10-Q for the quarterly
             periods ended June 26, 2000, September 26, 2000, and
             December 26, 2000;

        3.   Modine's Current Reports on Form 8-K filed with the
             Securities and Exchange Commission

             (a)  on December 15, 2000, relating to the execution and
                  delivery of the merger agreement,

             (b)  on December 1, 2000, relating to Modine's revision of
                  its sales and earnings outlook for its third quarter
                  and the remainder of its fiscal year ending March 31,
                  2001;

             (c)  on October 27, 2000, relating to the appointment of
                  Ernest T. Thomas as chief financial officer of Modine;

             (d)  on July 20, 2000, relating to a settlement agreement
                  between Modine and Showa Aluminum Corporation; and

             (e)  on June 9, 2000, relating to Modine's sales forecast
                  for its 2000-01 fiscal year;

        4.   Modine's Proxy Statement relating to the Annual Meeting of
             Shareholders of Modine held on July 19, 2000;

        5.   the description of the Modine common stock contained in its
             Form 10, filed with the Securities and Exchange Commission
             on May 1, 1935; and



                                     86







        6.   the description of the Modine preferred stock purchase
             rights contained in its Form 8-A, filed with the Securities
             and Exchange Commission on November 18, 1986, as amended by
             its Form 8-A12G/A (Amendment No. 1), filed with the
             Securities and Exchange Commission on January 27, 1995, Form
             8-A12G/A (Amendment No. 2), filed with the Securities and
             Exchange Commission on December 20, 1996 and Form 8-A12G/A
             (Amendment No. 3), filed with the Securities and Exchange
             Commission on January 29, 1998.

        Modine is also incorporating by reference additional documents
   that it files with the Securities and Exchange Commission between the
   date of this proxy statement/prospectus and the date of the Thermacore
   special meeting.

        If you are a Thermacore shareholder, you can obtain any of the
   documents incorporated by reference through Modine or the Securities
   and Exchange Commission.  Documents incorporated by reference are
   available from Modine without charge, excluding all exhibits unless
   Modine has specifically incorporated by reference an exhibit in this
   proxy statement/prospectus.  You may obtain documents incorporated by
   reference in this proxy statement/prospectus by requesting them in
   writing or by telephone from Modine at the following address:

             Modine Manufacturing Company
             1500 DeKoven Avenue
             Racine, Wisconsin 53403-2552
             Telephone: 1-262-636-1200
             Attn: Corporate Secretary

        If you would like to request documents from Modine, please do so
   by April 13, 2001, to receive them before the special meeting.  These
   filings are also available through Modine's website at
   "http://www.Modine.com."

        YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED
   BY REFERENCE IN THIS PROXY STATEMENT/PROSPECTUS IN DECIDING HOW TO
   VOTE AT THE THERMACORE SPECIAL MEETING.  NEITHER MODINE NOR THERMACORE
   HAS AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS
   DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS.
   THIS PROXY STATEMENT/PROSPECTUS IS DATED MARCH___, 2001.  YOU SHOULD
   NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY
   STATEMENT/PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN SUCH DATE,
   AND NEITHER THE MAILING OF THIS PROXY STATEMENT/PROSPECTUS TO YOU NOR
   THE ISSUANCE OF MODINE COMMON STOCK IN THE MERGER SHALL CREATE ANY
   IMPLICATION TO THE CONTRARY.

        Modine has supplied all information contained or incorporated by
   reference in this proxy statement/prospectus relating to Modine, and
   Thermacore has supplied all information contained in this proxy
   statement/prospectus relating to Thermacore.


                                     87







                                   EXPERTS

        The financial statements incorporated in this proxy
   statement/prospectus and by reference to Modine's Annual Report on
   Form 10-K for the year ended March 31, 2000 have been so incorporated
   in reliance on the report of PricewaterhouseCoopers LLP, independent
   accountants, given on the authority of said firm as experts in
   auditing and accounting.

                                LEGAL MATTERS

        Certain legal matters relating to the validity of the Modine
   common stock issuable in connection with the merger and certain
   federal income tax matters relating to the merger will be passed upon
   for Modine by Schiff Hardin & Waite, Chicago, Illinois.  Certain legal
   matters relating to federal income tax matters relating to the merger
   will be passed upon for Thermacore by Pepper Hamilton LLP, Berwyn,
   Pennsylvania.

               FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE

        Some of the statements included or, in the case of Modine,
   incorporated by reference, in this document constitute forward-looking
   statements, as that term is defined in the Securities Reform Act of
   1995.  These statements are subject to risks and uncertainties.
   Forward-looking statements include information concerning possible or
   assumed future results of operations of Modine, Thermacore or the
   combined company.  These statements may relate to, but are not limited
   to, information or assumptions about sales, income, earnings per
   share, return on equity, capital expenditures, dividends, capital
   structure, free cash flow, debt to capitalization ratios, interest
   rates, internal growth rates, pending legal proceedings and claims
   (including environmental matters), future economic performance and
   management's plans, goals and objectives for future operations and
   growth. These forward-looking statements generally are accompanied by
   words such as "intend," "anticipate," "believe," "estimate,"
   "project," "expect," "should" or similar expressions.  You should
   understand that forward-looking statements are not guarantees since
   there are inherent difficulties in predicting future results.  Actual
   results could differ materially from those expressed or implied in the
   forward-looking statements.  Factors that could cause actual results
   to differ include, but are not necessarily limited to, those discussed
   in the documents incorporated by reference in this proxy
   statement/prospectus.  Those include:

        *    the integration by Modine's customers of products currently
             supplied by Modine;

        *    the success of Modine or its competitors in obtaining the
             business of the available customer base;



                                     88







        *    the ability of Modine to pass on increased costs to its
             customers;

        *    variations in currency-exchange rates that may affect
             Modine's non-domestic business;

        *    labor relations at Modine;

        *    Modine's customers and suppliers, which may affect the
             continuous supply of Modine's products; and

        *    the ability to improve the operations of the divisions or
             businesses it has acquired.








































                                     89






                                                                  ANNEX A



                        AGREEMENT AND PLAN OF MERGER

                                    among

                       THERMACORE INTERNATIONAL, INC.,

                        MODINE MANUFACTURING COMPANY,

                                     and

                              MODINE MERGER CO.




                                 dated as of

                             December 13, 2000,

             as Amended by Amendment No. 1, dated March 15, 2001







                                  COMPOSITE
                                  CONFORMED




















                                     A-i










                              TABLE OF CONTENTS
                              -----------------
                                                                     PAGE
                                                                     ----


   ARTICLE 1 THE MERGER  . . . . . . . . . . . . . . . . . . . . .    A-1
        Section 1.1. Merger  . . . . . . . . . . . . . . . . . . .    A-1
        Section 1.2. Surrender and Payment . . . . . . . . . . . .    A-2
        Section 1.3. The Merger Date.  . . . . . . . . . . . . . .    A-5
        Section 1.4. Stock Options of the Company. . . . . . . . .    A-5
        Section 1.5. Fractional Shares . . . . . . . . . . . . . .    A-7
        Section 1.6. Dissenting Shares . . . . . . . . . . . . . .    A-7
        Section 1.7. Aggregate Consideration; Exchange A-Ratio;
                  Valuation of Buyer Common Stock  . . . . . . . .    A-7

   ARTICLE 2 THE SURVIVING CORPORATION . . . . . . . . . . . . . .    A-8
        Section 2.1. Articles of Incorporation; Bylaws . . . . . .    A-8
        Section 2.2. Directors and Officers  . . . . . . . . . . .    A-8

   ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . .    A-9
        Section 3.1. Corporate Existence and Power . . . . . . . .    A-9
        Section 3.2. Corporate Authorization . . . . . . . . . . .    A-9
        Section 3.4. Non-Contravention . . . . . . . . . . . . . .   A-10
        Section 3.5. Capitalization  . . . . . . . . . . . . . . .   A-11
        Section 3.6. Subsidiaries  . . . . . . . . . . . . . . . .   A-12
        Section 3.7. Financial Statements  . . . . . . . . . . . .   A-12
        Section 3.8. Disclosure Documents  . . . . . . . . . . . .   A-13
        Section 3.9. Absence of Certain Changes  . . . . . . . . .   A-14
        Section 3.10. No Undisclosed Material Liabilities  . . . .   A-14
        Section 3.11. Litigation . . . . . . . . . . . . . . . . .   A-15
        Section 3.12. Taxes  . . . . . . . . . . . . . . . . . . .   A-15
        Section 3.13. ERISA and Labor Matters  . . . . . . . . . .   A-16
        Section 3.14. Compliance with Laws . . . . . . . . . . . .   A-18
        Section 3.15. Intellectual Property Rights . . . . . . . .   A-19
        Section 3.16. Environmental Matters  . . . . . . . . . . .   A-21
        Section 3.17. Finders Fees . . . . . . . . . . . . . . . .   A-22
        Section 3.18. Title to and Condition of Properties . . . .   A-22
        Section 3.19. Contracts  . . . . . . . . . . . . . . . . .   A-23
        Section 3.20. Accounts Receivable  . . . . . . . . . . . .   A-24
        Section 3.21. Relationships with Customers and Suppliers .   A-24
        Section 3.22. Product Warranties and Liabilities . . . . .   A-25
        Section 3.23. Affiliate Transactions . . . . . . . . . . .   A-25
        Section 3.24. Insurance  . . . . . . . . . . . . . . . . .   A-25
        Section 3.25. Pooling of Interests Treatment . . . . . . .   A-26
        Section 3.26. Inventories  . . . . . . . . . . . . . . . .   A-26
        Section 3.27. No Guaranties; Extensions of Credit  . . . .   A-27
        Section 3.28. Relationships with Sales Representatives . .   A-27


                                    A-ii







        Section 3.29. Permits  . . . . . . . . . . . . . . . . . .   A-27
        Section 3.30. Relationships with Joint Venture Partners  .   A-28

   ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER . . . . . . .   A-28
        Section 4.1. Corporate Existence and Power . . . . . . . .   A-28
        Section 4.2. Corporate Authorization . . . . . . . . . . .   A-28
        Section 4.3. Governmental Authorization  . . . . . . . . .   A-29
        Section 4.4. Non-Contravention . . . . . . . . . . . . . .   A-29
        Section 4.5. SEC Filings . . . . . . . . . . . . . . . . .   A-29
        Section 4.6. Financial Statements  . . . . . . . . . . . .   A-30
        Section 4.7. Disclosure Documents  . . . . . . . . . . . .   A-30
        Section 4.8. Absence of Certain Changes  . . . . . . . . . .   31
        Section 4.9. No Undisclosed Material Liabilities . . . . .   A-31
        Section 4.10. Finders Fees . . . . . . . . . . . . . . . .   A-32
        Section 4.11. Permits  . . . . . . . . . . . . . . . . . .   A-32
        Section 4.12. Pooling of Interests Treatment . . . . . . .   A-32

   ARTICLE 5 COVENANTS OF THE COMPANY  . . . . . . . . . . . . . .   A-33
        Section 5.1. Conduct of the Company  . . . . . . . . . . .   A-33
        Section 5.2. Shareholder Meeting; Proxy Materials  . . . .   A-37
        Section 5.3. Other Offers  . . . . . . . . . . . . . . . .   A-37
        Section 5.4. Intellectual Property Matters . . . . . . . .   A-38
        Section 5.5. Affiliate Letters . . . . . . . . . . . . . .   A-38
        Section 5.6. Access to Information . . . . . . . . . . . .   A-38

   ARTICLE 6 COVENANTS OF BUYER  . . . . . . . . . . . . . . . . .   A-39
        Section 6.1. Conduct of Buyer  . . . . . . . . . . . . . .   A-39
        Section 6.2. Departments . . . . . . . . . . . . . . . . .   A-39
        Section 6.3. Registration Statement  . . . . . . . . . . .   A-39
        Section 6.4. Listing on Nasdaq . . . . . . . . . . . . . .   A-40
        Section 6.5. Organizational Structure  . . . . . . . . . .   A-40
        Section 6.6. Board of Directors  . . . . . . . . . . . . .   A-40

   ARTICLE 7 COVENANTS OF BUYER AND THE COMPANY  . . . . . . . . .   A-40
        Section 7.1. Commercially Reasonable Efforts . . . . . . .   A-40
        Section 7.2. Cooperation . . . . . . . . . . . . . . . . .   A-41
        Section 7.3. Public Announcements  . . . . . . . . . . . .   A-41
        Section 7.4. Further Assurances  . . . . . . . . . . . . .   A-41
        Section 7.5. Notices of Certain Events . . . . . . . . . .   A-41
        Section 7.6. Director and Officer Liability  . . . . . . .   A-42
        Section 7.7. Governmental Authorization  . . . . . . . . .   A-43
        Section 7.8. Certain Corporate Matters . . . . . . . . . .   A-44
        Section 7.9. Employment  . . . . . . . . . . . . . . . . .   A-44
        Section 7.10. Tax-Free Reorganization  . . . . . . . . . .   A-44
        Section 7.11. Pooling  . . . . . . . . . . . . . . . . . .   A-44

   ARTICLE 8 CONDITIONS TO THE MERGER  . . . . . . . . . . . . . .   A-44
        Section 8.1. Conditions to the Obligations of Each Party .   A-44
        Section 8.2. Conditions to the Obligations of Buyer  . . .   A-45
        Section 8.3. Conditions to the Obligations of the Company    A-46



                                    A-iii







   ARTICLE 9 TERMINATION . . . . . . . . . . . . . . . . . . . . .   A-47
        Section 9.1. Termination . . . . . . . . . . . . . . . . .   A-47
        Section 9.2. Effect of Termination . . . . . . . . . . . .   A-48

   ARTICLE 10   MISCELLANEOUS  . . . . . . . . . . . . . . . . . .   A-48
        Section 10.1. Notices  . . . . . . . . . . . . . . . . . .   A-48
        Section 10.2. Entire Agreement; Non-Survival of
                   Representations and Warranties; No Third Party
                   Beneficiaries . . . . . . . . . . . . . . . . .   A-49
        Section 10.3. Amendments; No Waivers . . . . . . . . . . .   A-49
        Section 10.4. Expenses . . . . . . . . . . . . . . . . . .   A-50
        Section 10.5. Dollar Amounts . . . . . . . . . . . . . . .   A-50
        Section 10.6. Successors and Assigns . . . . . . . . . . .   A-50
        Section 10.7. Governing Law  . . . . . . . . . . . . . . .   A-50
        Section 10.8. Counterparts; Effectiveness  . . . . . . . .   A-50






































                                    A-iv







                                 DEFINITIONS

   1933 Act                                                     A-2
   1934 Act                                                     A-10
   Adjusted Option                                              A-5
   Affiliate                                                    A-2
   Articles of Merger                                           A-5
   Benefit Arrangements                                         A-17
   Buyer                                                        A-1
   Buyer 10-K                                                   A-29
   Buyer 10-Qs                                                  A-30
   Buyer Balance Sheet                                          A-29
   Buyer Balance Sheet Date                                     A-30
   Buyer Common Stock                                           A-1
   Buyer Disclosure Documents                                   A-31
   Buyer Disclosure Schedule                                    A-28
   Buyer Option Plan                                            A-6
   Buyer Party                                                  A-28
   Buyer SEC Disclosure Documents                               A-31
   Buyer SEC Documents                                          A-30
   Claim                                                        A-42
   Code                                                         A-6
   Company                                                      A-1, A-22
   Company Balance Sheet                                        A-12
   Company Disclosure Documents                                 A-13
   Company Disclosure Schedule                                  A-9
   Company Securities                                           A-11
   Company Shareholder Meeting                                  A-37
   Company Stock                                                A-1
   Company Stock Options                                        A-5
   Company Stock Plans                                          A-5
   Company Subsidiary Securities                                A-12
   Contract                                                     A-23
   D&O Insurance                                                A-43
   defined benefit plan                                         A-16
   employee benefit plan                                        A-16
   employee pension benefit plan                                A-16
   Employee Plans                                               A-16
   Environmental Laws                                           A-22
   Environmental Permits                                        A-22
   ERISA                                                        A-16
   ERISA Affiliate                                              A-16
   Exchange Agent                                               A-2
   Form S-4                                                     A-30
   Governmental Authority                                       A-10
   Hazardous Substance                                          A-22
   HSR Act                                                      A-10
   Indemnified Party                                            A-42
   Intellectual Property                                        A-19
   Lien                                                         A-11
   Material Adverse Effect                                      A-9


                                     A-v







   Merger                                                       A-1
   Merger Date                                                  A-5
   Merger Sub                                                   A-1
   Merger Sub Common Stock                                      A-2
   multiemployer plan                                           A-16
   Pennsylvania Law                                             A-2
   Pension Plans                                                A-16
   Person                                                       A-2
   Pre-Merger Matters                                           A-42
   Product Liability                                            A-25
   Required Shareholder Vote                                    A-10
   Sales Representative Agreement                               A-27
   Series A Preferred Stock                                     A-10
   Subsequent Buyer SEC Documents                               A-30
   Subsidiary                                                   A-2
   Subsidiary of the Company                                    A-22
   Surviving Corporation                                        A-1
   Surviving Corporation Common Stock                           A-2
   Tax Return                                                   A-16
   Taxes                                                        A-16
   Taxing Authorities                                           A-16
   U.S. GAAP                                                    A-13































                                    A-vi









                        AGREEMENT AND PLAN OF MERGER

        THIS AGREEMENT AND PLAN OF MERGER, dated as of December 13, 2000,
   as amended by Amendment No. 1 to the Agreement and Plan of Merger
   dated March 15, 2001 (this "Agreement"), is entered into by and among
   Thermacore International, Inc., a Pennsylvania corporation (the
   "Company"), Modine Manufacturing Company, a Wisconsin corporation
   ("Buyer"), and Modine Merger Co., a Pennsylvania corporation and
   wholly owned subsidiary of Buyer ("Merger Sub"). The parties intend
   that the Merger (as defined herein) shall qualify as a reorganization
   within the meaning of Section 368(a) of the Code (as defined herein)
   and that this Agreement shall constitute a plan of reorganization for
   purposes of Section 368(a) of the Code and be treated for financial
   reporting purposes as a pooling of interests.

        The parties hereto agree as follows:

                                  ARTICLE 1

                                 THE MERGER

        Section 1.1. Merger. (a) Upon the terms and subject to the
   conditions set forth herein, on the Merger Date, the Buyer shall cause
   Merger Sub to merge into the Company (the "Merger") and the separate
   existence of Merger Sub shall cease. The Company shall be the
   surviving corporation in the Merger (hereinafter sometimes referred to
   as the "Surviving Corporation") and its separate corporate existence,
   with all its purposes, objects, rights, privileges, powers and
   franchises, shall continue unaffected and unimpaired by the Merger.

        (b) Pursuant to the Merger:

         (i) Each share of common stock, $.01 par value, of the Company
   (the "Company Common Stock") held by the Company or any Subsidiary of
   the Company as treasury stock or by Buyer, in each case immediately
   prior to the Merger Date, shall be canceled and no payment shall be
   made with respect thereto;

         (ii) Each share of Company Common Stock outstanding immediately
   prior to the Merger Date shall, except as otherwise provided in
   Section 1.1(b)(i), be converted into the right to receive a number of
   shares of common stock of the Buyer, $0.625 par value ("Buyer Common
   Stock"), equal to the Exchange Ratio, as defined in Section 1.7(b);

         (iii) Each share of the Series A Convertible Preferred Stock,
   $.01 par value, of the Company (the "Company Preferred Stock" and,
   together with the Company Common Stock, the "Company Stock")
   outstanding immediately prior to the Merger Date shall be converted
   into the right to receive that number of shares of Buyer Common Stock


                                     A-1







   which the holder of a share of Company Preferred Stock would have been
   entitled to receive under Section 1.1(b)(ii) if the share of Company
   Preferred Stock had been converted into Company Common Stock
   immediately prior to the Merger; and

         (iv) At the Merger Date, each share of common stock of Merger
   Sub ("Merger Sub Stock") outstanding immediately prior to the Merger
   Date shall be converted into an equal number of shares of common
   stock, par value $.01 per share, of the Surviving Corporation
   ("Surviving Corporation Common Stock").

        From and after the Merger Date, all shares of Company Stock
   converted in accordance with Section 1.1(b)(ii) and (iii) shall no
   longer be outstanding and shall automatically be canceled and retired
   and shall cease to exist, and each holder of such shares shall cease
   to have any rights with respect thereto, except the right to receive
   the number of shares of Buyer Common Stock set forth in Section
   1.1(b)(ii) or (iii), as applicable (collectively, the "Merger
   Consideration"), the right to exercise dissenters' rights in
   accordance with, and subject to the provisions of, the Pennsylvania
   Business Corporation Law (the "Pennsylvania Law") and the other rights
   specified in this Agreement. From and after the Merger Date, all
   certificates representing Merger Sub Common Stock shall be deemed for
   all purposes to represent the number of shares of Surviving
   Corporation Common Stock into which they were converted in accordance
   with Section 1.1(b)(iv). For purposes of this Agreement, "Subsidiary",
   when used with respect to any Person, means any other Person, whether
   incorporated or unincorporated, of which securities or other ownership
   interests having ordinary power to elect a majority of the board of
   directors or other persons performing similar functions are directly
   or indirectly owned or controlled by such Person or by any one or more
   of its Subsidiaries. For purposes of this Agreement, "Person" means an
   individual, a corporation, a limited liability company, a partnership
   (general or limited), an association, a trust or any other entity or
   organization, including, without limitation, a government or political
   subdivision or any agency or instrumentality thereof. For purposes of
   this Agreement, an "Affiliate", when used with respect to any Person,
   means any other Person who is, or is deemed to be, an affiliate of
   such Person within the meaning of the Securities Act of 1933, as
   amended, and the rules and regulations promulgated by the Securities
   and Exchange Commission (the "SEC") thereunder (the "1933 Act").

        Section 1.2. Surrender and Payment. (a) Prior to the Merger Date,
   Buyer shall appoint an agent reasonably satisfactory to the Company
   (the "Exchange Agent") for the purpose of exchanging certificates
   representing shares of Company Stock for the Merger Consideration.
   Buyer will make available to the Exchange Agent, as needed,
   certificates representing the Buyer Common Stock constituting the
   Merger Consideration to be paid in exchange for shares of Company
   Stock, in accordance with the terms of Section 1.1(b). Promptly after
   the Merger Date, Buyer shall send, or shall cause the Exchange Agent


                                     A-2







   to send, to each holder of shares of Company Stock whose shares were
   converted into a right to receive the Merger Consideration in
   accordance with Section 1.1(b)(ii) or (iii) at the Merger Date a
   letter of transmittal for use in such exchange (which shall specify
   that delivery of the Merger Consideration shall be effected, and risk
   of loss and title to certificates representing shares of Company Stock
   shall pass, only upon proper delivery of the certificates representing
   shares of Company Stock to the Exchange Agent).

        (b) Each holder of shares of Company Stock that have been
   converted into a right to receive the Merger Consideration, upon
   surrender to the Exchange Agent of a certificate or certificates
   representing such shares of Company Stock, together with a properly
   completed letter of transmittal covering such shares of Company Stock,
   will be entitled to receive (i) the Merger Consideration payable in
   respect of such shares of Company Stock, (ii) cash in lieu of any
   fractional shares of Buyer Common Stock pursuant to Section 1.5, and
   (iii) certain dividends or other distributions in accordance with
   Section 1.2(f). Until so surrendered, each such certificate shall,
   after the Merger Date, represent for all purposes only the right to
   receive (i) the Merger Consideration, (ii) cash in lieu of any
   fractional shares pursuant to Section 1.5 and (iii) certain dividends
   or other distributions in accordance with Section 1.2(f). The Merger
   Consideration paid pursuant to this Article 1 upon surrender of
   certificates representing shares of Company Stock shall be deemed to
   have been paid in full satisfaction of all rights pertaining to such
   shares of Company Stock represented thereby.

        (c) If any portion of the Merger Consideration is to be paid to a
   Person other than the registered holder of the shares of Company Stock
   represented by the certificate or certificates surrendered in exchange
   therefor, it shall be a condition to such payment that the certificate
   or certificates so surrendered shall be properly endorsed or otherwise
   be in proper form for transfer and that the Person requesting such
   payment shall pay to the Exchange Agent any transfer or other taxes
   required as a result of such payment to a Person other than the
   registered holder of such shares of Company Stock or establish to the
   satisfaction of the Exchange Agent that such tax has been paid or is
   not payable.

        (d) After the Merger Date, there shall be no further registration
   of transfers of shares of Company Stock. If, after the Merger Date,
   certificates representing shares of Company Stock are presented to the
   Surviving Corporation, they shall be canceled and exchanged for the
   Merger Consideration provided for, and in accordance with the
   procedures set forth, in this Article 1.

        (e) Any portion of the Merger Consideration made available to the
   Exchange Agent pursuant to Section 1.2(a) that remains unclaimed by
   the holders of shares of Company Stock twelve (12) months after the
   Merger Date shall be returned to Buyer, upon demand, and any such


                                     A-3







   holder who has not exchanged his shares of Company Stock for the
   Merger Consideration in accordance with this Section 1.2 prior to that
   time shall thereafter look only to Buyer for his claim for (i) the
   Merger Consideration, (ii) any cash in lieu of any fractional shares
   pursuant to Section 1.5 and (iii) certain dividends or other
   distributions in accordance with Section 1.2(f). Notwithstanding the
   foregoing, Buyer shall not be liable to any holder of shares of
   Company Stock for any amount paid to a public official pursuant to
   applicable escheat or abandoned property laws. Any amounts remaining
   unclaimed by holders of shares of Company Stock two years after the
   Merger Date (or such earlier date immediately prior to such time as
   such amounts would otherwise escheat to or become property of any
   governmental entity) shall, to the extent permitted by applicable law,
   become the property of Buyer free and clear of any claim or interest
   of any Person previously entitled thereto.

        (f) No dividends or other distributions with respect to the Buyer
   Common Stock constituting all or a portion of the Merger Consideration
   shall be paid to the holder of any unsurrendered certificate
   representing Company Stock until such certificates are surrendered as
   provided in this Section 1.2. Subject to the effect of applicable
   laws, following such surrender, there shall be paid, without interest,
   to the record holder of the certificates representing the Buyer Common
   Stock (i) at the time of such surrender, the amount of dividends or
   other distributions with a record date after the Merger Date payable
   prior to or on the date of such surrender with respect to such whole
   shares of Buyer Common Stock, and not paid, and the amount of cash
   payable in lieu of any fractional shares pursuant to Section 1.5, less
   the amount of any withholding taxes which may be required thereon
   under any provision of federal, state, local or foreign tax law, and
   (ii) at the appropriate payment date, the amount of dividends or other
   distributions with a record date after the Merger Date but prior to
   the date of surrender and a payment date subsequent to the date of
   surrender payable with respect to such whole shares of Buyer Common
   Stock, less the amount of any withholding taxes which may be required
   thereon under any provision of federal, state, local or foreign tax
   law. Buyer shall make available to the Exchange Agent cash for these
   purposes.

        (g) If any certificate representing Company Stock that was
   converted into a right to receive the Merger Consideration in
   accordance with Section 1.1(b)(ii) or (iii) shall have been lost,
   stolen or destroyed, upon the making of an affidavit of that fact by
   the Person claiming such certificate to be lost, stolen or destroyed
   and, if required by Buyer, the posting by such Person of a bond in
   such reasonable amount as Buyer may direct as indemnity against any
   claim that may be made against it with respect to such certificate,
   the Exchange Agent shall issue in exchange for such lost, stolen or
   destroyed certificate (i) the applicable Merger Consideration, (ii)
   cash in lieu of any fractional shares pursuant to Section 1.5 and
   (iii) any unpaid dividends and distributions on shares of Buyer Common


                                     A-4







   Stock deliverable in respect thereof in accordance with Section
   1.2(f).

        Section 1.3.  The Merger Date.  The Merger Date. As soon as
   practicable after the satisfaction or, to the extent permitted
   hereunder or under applicable law, waiver of all conditions to the
   Merger, but in no event later than three (3) calendar days after the
   later of the dates on which the conditions set forth in Section 8.1(a)
   and 8.1(b) of this Agreement are satisfied, or on such other date as
   shall have been mutually agreed upon by the parties, (a) the Company
   shall file, and the Buyer shall cause Merger Sub to file, a copy of
   this Agreement or, to the extent permitted by the Pennsylvania Law,
   Articles of Merger (the "Articles of Merger") with the Pennsylvania
   Secretary of State and make all other filings or recordings required
   by the Pennsylvania Law in connection with the Merger and (b) the
   Merger shall become effective at such time as the Articles of Merger
   are duly filed with the Secretary of State, or at such later date or
   time as Buyer and the Company shall agree and shall be specified in
   the Articles of Merger (such time and date are referred to as the
   "Merger Date").

        Section 1.4.  Stock Options of the Company.  (a) As soon as
   practicable following the date of this Agreement, the Board of
   Directors of the Company (or, if appropriate, any committee of the
   Board of Directors administering the Company Stock Plans, as defined
   below) shall adopt such resolutions or take such other actions as may
   be required to effect the following.

             (i) adjust, in accordance with their terms, the terms of all
        outstanding options to purchase shares of Company Common Stock
        (the "Company Stock Options") granted under the plans or
        arrangements providing for the grant of options to purchase
        shares of Company Common Stock to current or former officers,
        directors, employees or consultants of the Company listed in
        Section 1.4 of the Company Disclosure Schedules (as defined in
        the preamble to Article 3) (the "Company Stock Plans"), whether
        vested or unvested, as necessary to provide that, at the Merger
        Date, each Company Stock Option outstanding immediately prior to
        the Merger Date shall be amended and converted into an option to
        acquire, on the same terms and conditions as were applicable
        under the Company Stock Option, the number of shares of Buyer
        Common Stock (rounded down to the nearest whole share) determined
        by multiplying the number of shares of Company Stock subject to
        such Company Stock Option by the Exchange Ratio, at a price per
        share of Buyer Common Stock equal to (A) the aggregate exercise
        price for the shares of Company Common Stock otherwise
        purchasable pursuant to such Company Stock Option divided by (B)
        the aggregate number of shares of Buyer Common Stock deemed
        purchasable pursuant to such Company Stock Option (each, as so
        adjusted, an "Adjusted Option"); provided that such exercise
        price shall be rounded up to the nearest whole cent; and


                                     A-5







             (ii) make such other changes, if any, to the Company Stock
        Plans and Company Stock Options as Buyer and the Company may
        agree are appropriate solely to give effect to the Merger and
        consistent with the parties' intent that the Merger be treated
        for financial reporting purposes as a pooling of interests.

        (b) Notwithstanding Section 1.4(a), the adjustments provided in
   Section 1.4(a) with respect to any Company Stock Options that are
   "incentive stock options" as defined in Section 422 of the Internal
   Revenue Code of 1986, as amended (the "Code"), shall be and are
   intended to be effected in a manner which is consistent, to the extent
   permitted by applicable law, with Section 424(a) of the Code.

        (c) Prior to the Merger Date, Buyer shall adopt an option plan
   (the "Buyer Option Plan") which shall provide for the issuance of the
   Adjusted Options at the Merger Date and by virtue of the Merger, and
   without the need of any further corporate action, Buyer shall assume
   all obligations of the Company under the Company Stock Plans,
   including with respect to the Company Stock Options outstanding at the
   Merger Date.

        (d) Within two (2) business days after the Merger Date, Buyer
   shall prepare and file with the SEC a registration statement on Form
   S-8 (and on Form S-3, if required) registering a number of shares of
   Buyer Common Stock equal to the number of shares subject to the
   Adjusted Options. Such registration statement shall be kept effective
   (and the current status of the initial offering prospectus or
   prospectuses required thereby shall be maintained) at least for so
   long as any Adjusted Options may remain outstanding.

        (e) As soon as practicable after the Merger Date, Buyer shall
   deliver to the holders of Company Stock Options appropriate notices
   setting forth such holders' rights pursuant to the respective Company
   Stock Plans and the agreements evidencing the grants of such Company
   Stock Options and that such Company Stock Options and agreements shall
   be assumed by Buyer and shall continue in effect on the same terms and
   conditions (subject to the adjustments required by this Section 1.4
   after giving effect to the Merger).

        (f) A holder of an Adjusted Option may exercise such Adjusted
   Option in accordance with its terms.

        (g) Except to the extent required under the respective terms of
   the Company Stock Options or other applicable agreements, all
   restrictions or limitations on transfer and vesting with respect to
   Company Stock Options awarded under the Company Stock Plans or any
   other plan, program or arrangement of the Company, to the extent that
   such restrictions or limitations shall not have already lapsed, shall
   remain in full force and effect with respect to such options after
   giving effect to the Merger and the assumption by Buyer as set forth
   above.


                                     A-6







        Section 1.5. Fractional Shares. No fractional shares of Buyer
   Common Stock shall be issued in the Merger, but in lieu thereof each
   holder of Company Stock otherwise entitled to a fractional share of
   Buyer Common Stock will be entitled to receive a cash payment in lieu
   of such fractional shares of Buyer Common Stock equal to such fraction
   times the Buyer Average Price (as defined in Section 1.7(b) of this
   Agreement). As soon as practicable after the determination of the
   amount of cash, if any, to be paid to holders of Company Stock in lieu
   of any functional shares of Buyer Common Stock, the Exchange Agent
   shall make available such amounts to such holders of shares of Company
   Stock without interest.

        Section 1.6. Dissenting Shares. Notwithstanding Section 1.1,
   shares of Company Stock outstanding immediately prior to the Merger
   Date and held by a holder who has not voted in favor of the Merger and
   who has exercised dissenters' rights in respect of such shares of
   Company Stock in accordance with the Pennsylvania Law shall not be
   converted into a right to receive the applicable Merger Consideration
   unless such holder fails to perfect or withdraws or otherwise loses
   his dissenters rights. Shares of Company Stock in respect of which
   dissenters' rights have been exercised shall be treated in accordance
   with Section 1575 of the Pennsylvania Law. If after the Merger Date
   such holder fails to perfect or withdraws or otherwise loses his right
   to demand the payment of fair value for shares of Company Stock under
   Pennsylvania Law, such shares of Company Stock shall be treated as if
   they had been converted as of the Merger Date into a right to receive
   the applicable Merger Consideration. The Company shall give Buyer
   prompt notice of any demands received by the Company for the exercise
   of dissenters rights with respect to shares of Company Stock, and
   Buyer shall have the right to participate in all negotiations and
   proceedings with respect to such demands. The Company shall not,
   except with the prior written consent of Buyer, make any payment with
   respect to, or settle or offer to settle, any such demands. In the
   event any amounts shall become due and payable in respect of any such
   demands, such amounts shall be paid by the Surviving Corporation.

        Section 1.7. Aggregate Consideration; Exchange Ratio; Valuation
   of Buyer Common Stock. (a) For purposes of this Agreement, the
   aggregate consideration to be paid in exchange for the Company Stock
   in the Merger shall be ninety-three million five hundred forty-two
   thousand dollars ($93,542,000) (the "Aggregate Consideration"). The
   "Per Share Consideration" shall equal the Aggregate Consideration
   divided by 3,564,825, which, as of March 15, 2001, equals the sum of
   the number of outstanding shares of Company Common Stock, the number
   of shares of Company Common Stock into which the outstanding Company
   Preferred Stock is convertible, and the number of shares of Company
   Common Stock issuable upon the exercise of all outstanding Company
   Stock Options, whether vested or unvested as of the date of this
   Agreement.




                                     A-7







        (b) The Exchange Ratio shall equal the Per Share Consideration
   divided by the Buyer Average Price (as defined below), with the
   quotient being rounded to the nearest one one hundred thousandth of a
   point. The "Buyer Average Price" means the unweighted average of the
   last-sale prices for the Buyer Common Stock, as reported on The Nasdaq
   Stock Market, for the twenty (20) trading days ending on the fifth
   trading day (the "Valuation Date") preceding the Merger Date, but not
   more than $32.00 nor less than $22.08.

        (c) If at any time during the period between the date of this
   Agreement and the Merger Date, any change in the outstanding shares of
   Buyer Common Stock shall occur by reason of any reclassification,
   recapitalization, stock split or combination, exchange or readjustment
   of shares or any stock dividend thereon with a record date during such
   period or any similar transaction or event (each a "Share Change"),
   the minimum and maximum Buyer Average Price set forth in Section
   1.7(b) shall be changed by multiplying each such number by the
   Adjustment Ratio (as defined herein). The "Adjustment Ratio" shall be
   the number obtained by dividing the number of shares of Buyer Common
   Stock issued and outstanding immediately prior to the Share Change by
   the number of shares of Buyer Common Stock issued and outstanding
   immediately after the Share Change.


                                  ARTICLE 2

                          THE SURVIVING CORPORATION

        Section 2.1. Articles of Incorporation; Bylaws. The articles of
   incorporation and bylaws of the Merger Sub in effect at the Merger
   Date shall be the articles of incorporation and bylaws, respectively,
   of the Surviving Corporation until amended in accordance with
   applicable law, except for Article I thereof which shall include the
   name of the Surviving Corporation designated by Buyer. The Surviving
   Corporation shall succeed to all of the rights, privileges, powers and
   franchises, of a public as well as of a private nature, of the Company
   and Merger Sub, all of the properties and assets and all of the debts
   of the Company and Merger Sub, and all choses in action and other
   interests due or belonging to the Company and Merger Sub and shall be
   subject to, and responsible for, all of the debts, liabilities and
   duties of the Company and Merger Sub with the effect set forth in the
   Pennsylvania Law.

        Section 2.2. Directors and Officers. From and after the Merger
   Date, until successors are duly elected or appointed and qualified in
   accordance with applicable law, (a) the directors of Merger Sub
   immediately prior to the Merger Date shall be the directors of the
   Surviving Corporation, and (b) the officers of Merger Sub immediately
   prior to the Merger Date shall be the officers of the Surviving
   Corporation. On or prior to the Merger Date, the Company shall deliver
   to Buyer evidence satisfactory to Buyer of the resignations (to be


                                     A-8







   effective as of the Merger Date) of those directors of the Company
   and/or its Subsidiaries, and, without affecting their employment
   status or any rights they may have under any severance agreement,
   employment agreement or similar arrangement disclosed in the Company
   Disclosure Schedules, those officers of the Company and/or its
   Subsidiaries whose resignations as a director or officer have been
   requested by the Buyer.

                                  ARTICLE 3

                REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        Except as set forth in the disclosure schedule of the Company
   attached hereto (the "Company Disclosure Schedules") or as otherwise
   provided herein, the Company represents and warrants to Buyer that:

        Section 3.1. Corporate Existence and Power. The Company is a
   corporation duly incorporated, validly existing and in good standing
   under the laws of the Commonwealth of Pennsylvania, and has all
   corporate powers required to carry on its business as now conducted
   and is duly qualified to do business as a foreign corporation and is
   in good standing in each jurisdiction where the character of the
   property owned or leased by it or the nature of its activities makes
   such qualification necessary, except for those jurisdictions where the
   failure to be so qualified or in good standing is not, individually or
   in the aggregate, reasonably likely to have a Material Adverse Effect
   on the Company. For purposes of this Agreement, a "Material Adverse
   Effect" means, with respect to any Person, any change, effect, event,
   occurrence or state of facts that is, or would reasonably be expected
   to be, materially adverse to the financial condition, business,
   operations, assets or results of operations of such Person and its
   Subsidiaries taken as a whole, or that would or would reasonably be
   expected to, materially impair the ability of such Person to perform
   its obligations under this Agreement. Section 3.1 of the Company
   Disclosure Schedules includes a list of all jurisdictions in which the
   Company or any Subsidiary of the Company is duly qualified to conduct
   business, and complete and correct copies of the Company's articles of
   incorporation and by-laws, each as amended to date, are included in
   the set of due diligence documents delivered by the Company to the
   Buyer concurrently with this Agreement (the "Company Disclosure
   Documents").

        Section 3.2. Corporate Authorization. (a) The execution, delivery
   and performance by the Company of this Agreement and the consummation
   by the Company of the transactions contemplated by this Agreement are
   within the Company's corporate powers and, except for the required
   approval of the shareholders of the Company in connection with the
   consummation of the Merger, have been duly authorized by all necessary
   corporate action. The affirmative vote of a majority of the votes cast
   by all shareholders of the Company entitled to vote on the Merger and
   the affirmative vote of two-thirds of the holders of the Company


                                     A-9







   Preferred Stock, voting as a class, (collectively, the "Required
   Shareholder Vote") are the only votes of any class or series of the
   Company's capital stock necessary to approve and adopt this Agreement
   and the transactions contemplated by this Agreement. This Agreement
   has been duly executed and delivered by the Company and constitutes a
   valid and binding agreement of the Company enforceable against the
   Company in accordance with its terms.

        (b) The Board of Directors of the Company, at a meeting duly
   called and held, has (i) determined that this Agreement and the
   transactions contemplated by this Agreement (including the Merger) are
   fair to and in the best interests of the shareholders of the Company,
   (ii) approved this Agreement and the transactions contemplated by this
   Agreement (including the Merger), and (iii) resolved to recommend
   adoption of this Agreement and the transactions contemplated hereby by
   the shareholders of the Company, subject to the terms hereof.

        Section 3.3. Governmental Authorization. The execution, delivery
   and performance by the Company of this Agreement and the consummation
   by the Company of the transactions contemplated by this Agreement
   require no action by or in respect of, or filing with, any federal,
   state, local or foreign governmental body, agency, official or
   authority ("Governmental Authority") other than (a) the filing of the
   Articles of Merger in accordance with the Pennsylvania Law; (b)
   compliance with any applicable requirements of the Hart-Scott-Rodino
   Antitrust Improvements Act of 1976, as amended (the "HSR Act"); (c)
   compliance with any applicable requirements of the Securities and
   Exchange Act of 1934, as amended, and the rules and regulations
   promulgated thereunder (the "1934 Act"); (d) compliance with any
   applicable requirements of the 1933 Act; (e) compliance with any
   applicable foreign or state securities or Blue Sky laws; and (f)
   immaterial actions or filings relating to ordinary operational
   matters.

        Section 3.4. Non-Contravention. The execution, delivery and
   performance by the Company of this Agreement and the consummation by
   the Company of the transactions contemplated by this Agreement do not
   and will not, (a) assuming receipt of the Required Shareholder Vote,
   contravene or conflict with the articles of incorporation or bylaws of
   the Company or any Subsidiary of the Company, (b) assuming compliance
   with the matters referred to in Section 3.3, contravene or conflict
   with or constitute a violation of any provision of any law,
   regulation, judgment, injunction, order or decree binding upon or
   applicable to the Company or any Subsidiary of the Company, (c) except
   as set forth in Section 3.4 of the Company Disclosure Schedules,
   constitute a default (or an event which with notice, the lapse of time
   or both would become a default) under, or give rise to a right of
   termination, cancellation or acceleration of any right or obligation
   of the Company or any Subsidiary of the Company or to a loss of any
   benefit to which the Company or any Subsidiary of the Company is
   entitled under any provision of any material agreement, contract or


                                    A-10







   other instrument binding upon the Company or any Subsidiary of the
   Company or any license, franchise, permit or other similar
   authorization held by the Company or any Subsidiary of the Company,
   (d) except as set forth in Section 3.4 of the Company Disclosure
   Schedules, require any action or consent or approval of any Person
   other than a Governmental Authority or (e) result in the creation or
   imposition of any Lien on any asset of the Company or any Subsidiary
   of the Company. For purposes of this Agreement, "Lien" means, with
   respect to any asset, any mortgage, claim, lien, pledge, charge,
   security interest or encumbrance of any kind in respect of such asset.

        Section 3.5. Capitalization. The authorized capital stock of the
   Company consists of (i) 5,000,000 shares of Company Common Stock and
   (ii) 62,500 shares of Company Preferred Stock, all of which are
   designated as Series A Convertible Preferred Stock. As of the date of
   this Agreement, there were (i) 2,254,425 shares of Company Common
   Stock outstanding and (ii) 62,500 shares of Company Preferred Stock
   outstanding, each share of which is convertible, by its terms, into
   ten shares of Company Common Stock. As of the date of this Agreement,
   there were Company Stock Options to purchase an aggregate of 690,400
   shares of Company Common Stock outstanding, (421,975 of which Company
   Stock Options were exercisable) granted under the Company Stock Plans.
   All outstanding shares of capital stock of the Company have been, and
   all shares of Company Common Stock which may be issued upon the
   exercise of the Company Stock Options or the conversion of the Company
   Preferred Stock will be, when issued, duly authorized and validly
   issued, fully paid and nonassessable and not subject to preemptive
   rights. Except (i) as set forth in this Section 3.5 and (ii) for
   changes arising from the acceleration of vesting of Company Stock
   Options upon consummation of the Merger as set forth in Section 3.4 of
   the Company Disclosure Schedules, there are outstanding (a) no shares
   of capital stock or other voting securities of the Company, (b) no
   securities of the Company convertible into or exchangeable for shares
   of capital stock or voting securities of the Company and (c) no
   options, warrants, calls, subscriptions or other rights to acquire
   from the Company, and no obligation of the Company to issue, any
   capital stock, voting securities or securities convertible into or
   exchangeable for capital stock or voting securities of the Company
   (the items in clauses (a), (b) and (c) being referred to collectively
   as the "Company Securities"). Except as set forth in Section 3.5 of
   the Company Disclosure Schedules, there are no outstanding obligations
   of the Company or any Subsidiary of the Company to repurchase, redeem
   or otherwise acquire any Company Securities. Section 3.5 of the
   Company Disclosure Schedules sets forth (i) every agreement pursuant
   to which the Company has granted to any Person registration rights
   related to shares of Company Stock and (ii) every agreement to which
   the Company is a party or of which the Company has Knowledge relating
   to the voting of any shares of Company Stock (copies of which
   agreements are included in the Company Disclosure Documents).




                                    A-11







        Section 3.6. Subsidiaries. (a) Each Subsidiary of the Company is
   duly incorporated, validly existing and in good standing under the
   laws of its jurisdiction of incorporation, has all corporate powers to
   carry on its business as now conducted and is duly qualified to do
   business as a foreign corporation and is in good standing in each
   jurisdiction where the character of the property owned or leased by it
   or the nature of its activities makes such qualification necessary,
   except for those jurisdictions where failure to be so qualified or
   licensed is not, individually or in the aggregate, reasonably likely
   to have a Material Adverse Effect on the Company.

        (b) The Company does not own, directly or indirectly, any equity
   or other ownership interest in any corporation, partnership, joint
   venture or other entity or enterprise, except for the Subsidiaries of
   the Company set forth in Section 3.6 of the Company Disclosure
   Schedules. Except as set forth in Section 3.6 of the Company
   Disclosure Schedules, the Company is not subject to any obligation or
   requirement to provide funds to or make any investment (in the form of
   a loan, capital contribution or otherwise) in any such entity. The
   Company owns beneficially and of record, either directly or through a
   wholly-owned subsidiary, ownership interests having by their terms
   ordinary voting power to elect a majority of directors (or others
   performing similar functions with respect to such Subsidiary) of each
   of the Company's Subsidiaries, free and clear of any Liens. Each of
   the outstanding shares of capital stock of each of the Company's
   Subsidiaries is duly authorized, validly issued, fully paid and
   nonassessable. True and correct information for each Subsidiary of the
   Company is set forth in Section 3.6 of the Company Disclosure
   Schedules, as applicable: (i) its name and jurisdiction of
   incorporation or organization; (ii) its authorized capital stock or
   share capital; and (iii) the number of issued and outstanding shares
   of capital stock or share capital and the record owner(s) thereof.
   There are no outstanding subscriptions, options, warrants, puts,
   calls, agreements, understandings, claims or other commitments or
   rights of any type relating to the issuance, sale or transfer of any
   securities of any Subsidiary of the Company (collectively, the
   "Company Subsidiary Securities"), nor are there outstanding any
   securities which are convertible into or exchangeable for any Company
   Subsidiary Securities; and no Subsidiary of the Company has any
   obligation of any kind to issue any additional Company Subsidiary
   Securities or to pay for any Company Subsidiary Securities.

        Section 3.7. Financial Statements. The Company has delivered to
   Buyer copies of the following financial statements (the "Financial
   Statements"):

             (i) consolidated balance sheets of the Company and its
   Subsidiaries at June 30, 2000 (the "Company Balance Sheet") and at
   June 30, 1999 and 1998, as audited by Arthur Anderson LLP, independent
   accountants to the Company and its Subsidiaries;



                                    A-12







             (ii) consolidated statements of income, cash flows and
   shareholders' equity of the Company and its Subsidiaries for the years
   ended June 30, 2000,1999 and 1998, as audited by Arthur Anderson LLP,
   independent accountants to the Company and its Subsidiaries; and
   (iii) an unaudited consolidated balance sheet of the Company and its
   Subsidiaries at September 30, 2000 and unaudited consolidated
   statements of income of the Company and its Subsidiaries for the
   quarter ended September 30, 2000.

         Except as set forth in the Financial Statements or in Section
   3.7 of the Company Disclosure Schedules, neither the Company nor any
   of its Subsidiaries has any liabilities or obligations of any nature
   (whether accrued, absolute, contingent or otherwise) required by
   generally accepted accounting principles applied in the United States
   ("U. S. GAAP") to be set forth on the balance sheets provided
   hereunder that are not set forth therein. Such Financial Statements
   (i) were prepared in accordance with the books and records of the
   Company; (ii) were prepared in accordance with U.S. GAAP consistently
   followed as of and for the periods presented; and (iii) fairly present
   the consolidated financial position of the Company and its
   Subsidiaries as of the indicated dates and the consolidated results of
   operations and cash flows of the Company and its Subsidiaries for the
   indicated periods, in conformity with U.S. GAAP (subject, in the case
   of unaudited statements, to normal, recurring audit adjustments).

        Section 3.8. Disclosure Documents. Each document delivered by the
   Company to shareholders of the Company in connection with the
   transactions contemplated by this Agreement (the "Company Disclosure
   Documents") and any information supplied or to be supplied by the
   Company for inclusion in the proxy statement-prospectus prepared in
   connection with the adoption of this Agreement by the holders of
   Company Stock and included in the Buyer's Form S-4 (the "Proxy
   Statement-Prospectus") and any amendments or supplements thereto, at
   the time that the Form S-4 or any amendment or supplement thereto
   becomes effective under the 1933 Act, at the time the Proxy Statement-
   Prospectus or any amendment or supplement thereto is first mailed to
   shareholders of the Company, and at the time such shareholders vote on
   the adoption of this Agreement, will not contain any untrue statement
   of a material fact or omit to state any material fact necessary in
   order to make the statements made therein, in the light of the
   circumstances under which they were made, not misleading. At the time
   of any distribution of any Company Disclosure Document, such Company
   Disclosure Document will not contain any untrue statement of a
   material fact or omit to state a material fact necessary in order to
   make the statements made therein, in the light of the circumstances
   under which they were made, not misleading. The representations and
   warranties contained in this Section 3.8 will not apply to statements
   included in or omissions from the Company Disclosure Documents based
   upon information furnished to the Company by the Buyer specifically
   for use therein.



                                    A-13







        Section 3.9. Absence of Certain Changes. Except as set forth in
   Section 3.9 of the Company Disclosure Schedules, (I) since June 30,
   2000, the Company has conducted its business only in the ordinary
   course consistent with past practice and there has not been (i) any
   change by the Company in accounting principles or methods except
   insofar as may have been required by U.S. GAAP, (ii) any declaration,
   setting aside or payment of any dividend or other distribution
   (whether in cash, stock or property) with respect to Company Stock,
   (iii) any split, combination or recapitalization of any Company Stock
   or any issuance of any other securities in respect of, in lieu of, or
   in substitution for shares of Company Stock, except for issuances of
   Company Common Stock upon the exercise of Company Stock Options in
   accordance with their terms, and (iii) there has not been (A) any
   granting by the Company to any officer or director of the Company of
   any increase in compensation, except in the ordinary course of
   business consistent with prior practice, (B) any granting by the
   Company to any such officer of any increase in severance or
   termination payment, (C) any entry by the Company into any employment,
   severance or termination agreement with any such officer or (D) any
   purchase, redemption, or other acquisition of shares of the Company's
   capital stock or any interest therein; and (II) since June 30, 2000,
   there has not been any event, occurrence or development of a state of
   circumstances or facts which has had, or is reasonably likely to have,
   individually or in the aggregate, a Material Adverse Effect on the
   Company, other than any of the foregoing (i) relating to the economy
   or securities markets in general, (ii) relating to the Company's
   industry in general, or (iii) arising from the announcement or
   thereafter the pendency of this Agreement or the transactions
   contemplated by this Agreement.

        Section 3.10. No Undisclosed Material Liabilities. There are no
   material liabilities, commitments or obligations (whether pursuant to
   contracts or otherwise) of the Company or any Subsidiary of the
   Company of any kind whatsoever, whether accrued, contingent, absolute,
   determined, determinable or otherwise, and there is no existing
   condition, situation or set of circumstances which is reasonably
   likely to result in such a material liability, commitment or
   obligation, including, without limitation, any fines, disciplinary
   actions or other adverse actions that may be taken or reported
   concerning the conduct of the Company or any of its Subsidiaries,
   other than:

        (a) liabilities, commitments or obligations disclosed or provided
   for in the Company Balance Sheet (including the notes thereto);

        (b) liabilities, commitments or obligations incurred in the
   ordinary course of business consistent with past practice since June
   30, 2000; and

        (c) liabilities, commitments or obligations under this Agreement.



                                    A-14







   Any liabilities, obligations, or commitments incurred in connection
   with judicial, administrative, or arbitration proceedings or claims
   against the Company or any of its Subsidiaries shall not be deemed to
   have been incurred in the ordinary course of business.

        Section 3.11. Litigation; Investigations. Except as set forth in
   Section 3.11 of the Company Disclosure Schedules, there is no suit,
   action or legal, administrative, arbitration or other proceeding or
   governmental investigation ("Action") pending or, to the Company's
   Knowledge, threatened, to which the Company is, or would be, a party
   or by which the Company is or would be affected, or which would impair
   the ability of the Company to consummate the transactions contemplated
   by this Agreement or perform its obligations under this Agreement. For
   the purposes of this Agreement, the term "Company's Knowledge" or
   similar words means the conscious awareness of any executive officer
   of the Company after due inquiry.

        Section 3.12. Taxes. (a) Except as set forth in the Company
   Balance Sheet (including the notes thereto) or as set forth in Section
   3.12 of the Company Disclosure Schedules, (i) all material Tax Returns
   for the Company or any Subsidiary of the Company required to be filed
   with any Taxing Authority by, or with respect to, the Company and its
   Subsidiaries have been filed in accordance with all applicable laws
   and are true, correct and complete in all material respects; (ii) the
   Company and its Subsidiaries have timely paid all Taxes shown as due
   and payable on the Tax Returns for the Company or any Subsidiary of
   the Company that have been so filed; (iii) the Company and its
   Subsidiaries have made adequate provision for all Taxes payable by the
   Company and its Subsidiaries for which no Tax Return for the Company
   or any Subsidiary of the Company has yet been filed; (iv) there is no
   action, suit, proceeding, audit or claim now proposed or pending
   against or with respect to the Company or any of its Subsidiaries in
   respect of any Tax; (v) neither the Company nor any of its
   Subsidiaries has been a United States real property holding
   corporation within the meaning of Section 897(c)(2) of the Code during
   the applicable period specified in Section 897(c)(1)(A)(ii) of the
   Code; (vi) neither the Company nor any of its Subsidiaries has been at
   any time a member of an affiliated, consolidated, combined or unitary
   group other than one of which the Company was the common parent; (vii)
   all Tax Returns filed with respect to tax years of the Company and its
   Subsidiaries through the tax year ended June 30, 2000 have been
   examined and closed or are returns with respect to which the
   applicable period for assessment under applicable law, after giving
   effect to extensions or waivers, has expired; (viii) neither the
   Company nor any Subsidiary has been granted any extension or waiver of
   the statute of limitations period applicable to any Tax Return, which
   period (after giving effect to such extension or waiver) has not yet
   expired; and (ix) neither the Company nor any Subsidiary of the
   Company is a party to a tax sharing agreement, including, without
   limitation, any agreement with respect to the shifting of losses or
   income among parties or has been a party to a tax sharing agreement


                                    A-15







   that imposes obligations of the Company or any Subsidiary of the
   Company as of the date of this Agreement.

        (b) For purposes of this Agreement, "Taxes" means all United
   States federal, state, local and foreign taxes, levies and other
   assessments, including, without limitation, all income, sales, use,
   goods and services, value added, capital, capital gains, net worth,
   transfer, profits, withholding, payroll, PAYE, employer health,
   unemployment insurance payments, excise, real property and personal
   property taxes, and any other taxes, assessments or similar charges in
   the nature of a tax, including, without limitation, interest,
   additions to tax, fines and penalties, imposed by a governmental or
   public body, agency, official or authority (the "Taxing Authorities").
   "Tax Return" means any return, report, information return or other
   document (including any related or supporting information) required to
   be filed with any Taxing Authority in connection with the
   determination, assessment, collection, administration or imposition of
   any Taxes.

        Section 3.13. ERISA and Labor Matters. (a) Section 3.13(a) of the
   Company Disclosure Schedules contains a list identifying each
   "employee benefit plan", as defined in Section 3(3) of the Employee
   Retirement Income Security Act of 1974 ("ERISA"), which is maintained,
   administered or contributed to by the Company or any Subsidiary or
   ERISA Affiliate of the Company and covers any employee or former
   employee of the Company or any Subsidiary of the Company or in
   connection with which the Company or any Subsidiary of the Company has
   any liability. Such plans are referred to collectively herein as the
   "Employee Plans". For purposes of this Section, "ERISA Affiliate" of
   the Company means any other Person which, together with the Company,
   would be treated as a single employer under Section 414 of the Code.
   The only Employee Plans which individually or collectively would
   constitute an "employee pension benefit plan" as defined in Section
   3(2) of ERISA (the "Pension Plans") is the Thermacore International,
   Inc. 401(k) Profit Sharing Plan identified in the list referred to
   above.

        (b) Neither the Company nor any ERISA Affiliate has ever
   maintained or been obligated to contribute to or had any liability in
   connection with any "multiemployer plan", as defined in Section 3(37)
   of ERISA, or any "defined benefit plan", as defined in Section 3(35)
   of ERISA.  Nothing done or omitted to be done and no transaction or
   holding of any asset under or in connection with any Employee Plan has
   made or will make the Company or any Subsidiary of the Company subject
   to any liability under Title I of ERISA or Section 4975 of the Code.

        (c) Each Employee Plan that is intended to be qualified under
   Section 401(a) of the Code has received a favorable determination from
   the IRS that it is so qualified in form, and nothing has occurred
   since the issuance of such determination letter to adversely affect
   such determination. Each Employee Plan has been maintained in


                                    A-16







   compliance with its terms and with the requirements prescribed by any
   and all statutes, orders, rules and regulations, including but not
   limited to ERISA, the Code, the 1933 Act and the 1934 Act, which are
   applicable to the Employee Plan.

        (d) Section 3.13(d) of the Company Disclosure Schedules contains
   a list of each employment, severance or other similar contract, and
   each arrangement, policy or plan (whether written or oral) providing
   for deferred compensation, profit-sharing, bonuses, stock options,
   stock purchase, stock awards, stock appreciation or other forms of
   incentive compensation or post-termination insurance, compensation or
   benefits that is not an Employee Plan, that is entered into,
   maintained or contributed to, as the case may be, by the Company or
   any Subsidiary of the Company and that covers any employee or former
   employee of the Company or any of its Subsidiaries. The contracts,
   plans, policies and arrangements described above are referred to
   collectively herein as the "Benefit Arrangements." Each Benefit
   Arrangement has been maintained in compliance with its terms and with
   the requirements prescribed by any and all statutes, orders, rules and
   regulations, including ERISA, the Code, the 1933 Act and the 1934 Act,
   that are applicable to such Benefit Arrangement.

        (e) No Employee Plan or Benefit Arrangement provides post-
   termination health, medical or life insurance benefits, and no agent
   or representative of the Company or of any Subsidiary of the Company
   has made any statements that would require the Company or any of its
   Subsidiaries to provide such benefits, except to the extent required
   by ERISA Section 606 et seq.

        (f) There has been no amendment to, written interpretation or
   announcement (whether or not written) by the Company or any Subsidiary
   of the Company relating to, or change in employee participation or
   coverage under, any Employee Plan or Benefit Arrangement which would
   increase the expense of maintaining such Employee Plan or Benefit
   Arrangement above the level of the expense incurred in respect thereof
   for the fiscal year ended on June 30, 2000 (the "Company Balance Sheet
   Date").

        (g) Except as otherwise set forth in Section 3.13(g) of the
   Company Disclosure Schedules, the execution of, and performance of the
   transactions contemplated in, this Agreement will not (either alone or
   upon the occurrence of any additional or subsequent events) under any
   Employee Plan or Benefit Arrangement result in any payment (whether of
   severance pay or otherwise), acceleration, forgiveness of
   indebtedness, vesting, distribution, increase in benefits or
   obligation to fund benefits or result in the triggering or imposition
   of any restrictions or limitations on the right of Buyer, the Company
   or any Subsidiary of the Company to amend or terminate any Employee
   Plan or Benefit Arrangements. Except as set forth in Section 3.13(g)
   of the Company Disclosure Schedules, there is no contract, agreement,
   plan or arrangement covering any employee or former employee of the


                                    A-17







   Company or any Subsidiary that, individually or collectively, could
   give rise to the payment of any amount that in connection with the
   performance of the transactions contemplated by this Agreement would
   not be deductible pursuant to the terms of Section 280G of the Code.

        (h) Other than routine claims for benefits, there is no claim
   pending against any Employee Plan or Benefit Arrangement nor, to the
   Company's Knowledge, is any such claim threatened. There are no audits
   of an Employee Plan or Benefit Arrangement pending with any
   governmental or regulatory agency and all material reports and returns
   required to be filed with any governmental authority or distributed to
   any participant in connection with any Employee Plan or Benefit
   Arrangement have been so duly filed or distributed.

        (i) The Company and each of its ERISA Affiliates have made (or
   shall have made by the Merger Date) full and timely payment of all
   amounts required to be contributed or paid under the terms of each
   Employee Plan and Benefit Arrangement for periods ending before the
   Merger Date, or if such amounts are not yet required to be made, such
   amounts are reflected as an accrued liability on the Company's Balance
   Sheet.

        (j) The Company Disclosure Documents include, with respect to
   each Employee Plan and Benefit Arrangement, as applicable, a copy of
   each plan document, including any amendments thereto, a summary plan
   description and subsequent summaries of material modifications, if
   any, any related funding medium documents (including trust agreements,
   insurance contracts or similar documents, together with any amendments
   thereto), any material contracts (including third party administrator
   agreements, record keeping agreements or similar agreements, together
   with any amendments thereto), the most recent Internal Revenue Service
   determination letter for the plan, the most recent Annual Report on
   Form 5500 (including any Schedule Bs or any certified financial
   statements filed with any such Annual Report) and the most recent
   actuarial report for an Employee Plan subject to Title IV of ERISA.

        (k) Neither the Company nor any of its Subsidiaries is a party to
   any collective bargaining agreement. There are no labor unions
   voluntarily recognized or certified to represent any bargaining unit
   of employees at the Company or any of its Subsidiaries. No work
   stoppage, labor strike or slowdown against the Company or any of its
   Subsidiaries is pending or threatened. Neither the Company nor any of
   its Subsidiaries is involved in or threatened with any labor dispute
   or grievance. There is no organizing effort or representation question
   at issue with respect to any employee of the Company or any of its
   Subsidiaries.

        Section 3.14. Compliance with Laws. The Company has not violated
   or failed to comply with any applicable statute, law, ordinance,
   regulation, rule, judgment, decree or order of any Governmental
   Authority, including, without limitation, any applicable U.S. federal


                                    A-18







   or state securities laws, except where such violation or non-
   compliance will not, individually or in the aggregate, have a Material
   Adverse Effect on the Company.  The Company has not received any
   written communication from a Governmental Authority that alleges that
   it is not in compliance with any applicable law. Except for
   expenditures to maintain routine business licenses and Taxes not yet
   due and payable, the Company is not required to make, and the Company
   has no reasonable expectation that it will be required to make, any
   expenditures to achieve or maintain compliance with applicable law.

        Section 3.15. Intellectual Property Rights. (a) Set forth in
   Section 3.15 of the Company Disclosure Schedules is a true and
   complete list, as of the date of this Agreement (the "Scheduled
   Intellectual Property"), of (i) all of the Company's and each of its
   Subsidiary's foreign and domestic patents, patent applications,
   invention disclosures, trademarks, service marks, trade names (and any
   registrations or applications for registration for any of the
   foregoing), (ii) all design right and copyright applications and
   registrations, including all patents, trademarks, copyrights and
   applications under which the Company or any Subsidiary has obtained
   rights from others, and (iii) all material agreements to which the
   Company or any Subsidiary of the Company is a party which may concern
   any Intellectual Property (of which true and complete copies of all
   such agreements are included in the Company Disclosure Documents).
   "Intellectual Property" shall mean all intellectual property or other
   proprietary rights of every kind used by the Company or any of its
   Subsidiaries in the conduct of their business as such business is
   currently or proposed to be conducted, including, without limitation,
   all domestic or foreign patents, patent applications, inventions
   (whether or not patentable) processes, products, technologies,
   discoveries, copyrightable and copyrighted works, apparatus, trade
   secrets, trademarks and trademark applications and registrations,
   service marks and service mark applications and registrations, trade
   names, domain names, trade dress, copyright regulations, design
   rights, customer list, marketing and customer information, mask works
   rights, know-how, licenses, technical information (whether
   confidential or otherwise), software, and all documentation thereof.
   The Company or its Subsidiaries, as applicable, has such ownership of
   or such rights by license, lease or other agreement to the
   Intellectual Property as are necessary for the operation of the
   business of the Company or any Subsidiary in substantially the same
   manner as such business is currently or proposed to be conducted.

        (b) Other than the Scheduled Intellectual Property, no name,
   patent invention, trade secret, proprietary right, computer software,
   trademark, trade name, service mark, logo, copyright, franchise,
   license, sublicense, or other such right is necessary for the
   operation of the business of the Company or any Subsidiary in
   substantially the same manner as such business is currently or
   proposed to be conducted. Except as set forth in Section 3.15 of the
   Company Disclosure Schedules, (i) the Company or its Subsidiaries, as


                                    A-19







   applicable, owns, free and clear of any Liens, the Scheduled
   Intellectual Property and has the exclusive right to bring actions for
   the infringement thereof; (ii) the Company or one of its Subsidiaries,
   as applicable, owns or has a binding, enforceable right to use the
   Intellectual Property, is the owner of record of any application,
   registration or grant for each item of Intellectual Property, and has
   properly executed and recorded all documents necessary to perfect its
   title to such Intellectual Property; (iii) no Person or entity has
   asserted to the Company or any Subsidiary of the Company (and the
   Company and its Subsidiaries do not otherwise have Knowledge) that the
   Intellectual Property or the research, development, business,
   products, services or commercial activities of the Company or any
   Subsidiary of the Company infringes upon, misappropriates or is
   inconsistent with the proprietary rights of any other Person or
   entity, including assertions of infringement of any domestic or
   foreign patent, trademark, service mark, trade name, copyright or
   design right or misappropriation or improper use or disclosure of any
   trade secret or know-how, (iv) to the Knowledge of the Company and its
   Subsidiaries, neither the conduct of any other Person's or entity's
   business, nor the nature of any of the products it manufactures or
   sells or services it provides, infringes upon or is inconsistent with
   any Intellectual Property; (v) all working requirements and all
   maintenance fees, annuities, and other payments which are due from or
   controlled by the Company or any Subsidiary of the Company on or
   before the date of this Agreement for any of the Intellectual
   Property, including, without limitation, all material foreign or
   domestic patents, patent applications, trademark registrations,
   service mark registrations, copyright registrations and any
   applications for any of the preceding, have been met or paid; (vi) to
   the Knowledge of the Company and its Subsidiaries no part of the
   Intellectual Property has been obtained through inequitable conduct or
   fraud in the United States Patent and Trademark Office or any foreign
   Governmental Authority; (vii) neither the Company nor any Subsidiary
   of the Company have Knowledge of any conduct or use by the Company or
   any Subsidiary of the Company that would void or invalidate or
   constitute misuse of, any of the Intellectual Property; (viii) the
   execution, delivery and performance of this Agreement by the Company,
   and the consummation of the transactions contemplated by this
   Agreement will not impair the right of Buyer or the Surviving
   Corporation, after the Merger Date, to use, sell, license or dispose
   of, or to bring any action for the infringement of, any Intellectual
   Property; (ix) there are no material royalties, honoraria, fees or
   other payments payable to any Person by reason of the ownership, use,
   license, sublicense, sale or disposition of the Intellectual Property;
   and (x) the Company and its Subsidiaries, to their Knowledge, have no
   liability for, and, except in the ordinary course of business, have
   given no indemnification for, patent, trademark or copyright
   infringement with respect to any products manufactured, used,
   distributed, or sold by any of them or with respect to services
   rendered by them in connection with their business.



                                    A-20







        (c) The Company and its Subsidiaries have required all
   professional and technical employees, and other employees or
   contractors having access to valuable non-public information, trade
   secrets and know-how of the Company or its Subsidiaries (collectively,
   "Technology"), to execute agreements under which such employees and
   contractors are required to convey to the Company or its Subsidiaries,
   as applicable, ownership of all inventions and developments conceived
   or created by them in the course of their employment and to maintain
   the confidentiality of all such Technology. To the Knowledge of the
   Company and its Subsidiaries, the Company and its Subsidiaries (i)
   have at all times maintained and diligently enforced commercially
   reasonably procedures to protect all confidential information and
   trade secrets relating to the Technology and (ii) are not under any
   contractual or other obligation to disclose any Technology to any
   third party or to permit any third party to use such Technology.
   Except as set forth in Section 3.15 of the Company Disclosure
   Schedules, to the Knowledge of Company and its Subsidiaries, no third
   party is entitled to use the Technology for any purpose.

        Section 3.16. Environmental Matters. (a) (i) Except as set forth
   in Section 3.16 of the Company Disclosure Schedules, no notice,
   notification, demand, request for information, citation, summons or
   order has been received by the Company, no complaint has been filed
   against and received by the Company, no penalty has been assessed, and
   no action or review is pending before any Governmental Authority or,
   to the Knowledge of the Company or any Subsidiary of the Company,
   threatened by any Governmental Authority or other Person with respect
   to any matters relating to the Company or any Subsidiary of the
   Company and arising out of any Environmental Law or Environmental
   Permit; and

             (ii) the Company and each Subsidiary of the Company are in
        compliance with all Environmental Laws and with all Environmental
        Permits, except where any noncompliance or failure to obtain or
        comply with Environmental Permits will not, individually or in
        the aggregate, have a Material Adverse Effect on the Company; and

             (iii) neither the Company nor any Subsidiary of the Company
        has Knowledge of any liabilities of, or relating to, the Company
        or any Subsidiary of the Company of any kind whatsoever, whether
        accrued, contingent, absolute, determined, determinable or
        otherwise, arising under or relating to any Environmental Law or
        Environmental Permit.

        (b) Except as disclosed in Section 3.16 of the Company Disclosure
   Schedules, there are no actions, activities, circumstances, events or
   incidents, including without limitation, the release or presence of a
   Hazardous Substance on any property, that are disclosed in any
   environmental assessment, investigation, study, audit, test, review or
   other analysis conducted at the request of the Company or any
   Subsidiary of the Company or of which the Company has Knowledge


                                    A-21







   relating to the current or prior business of the Company or any
   Subsidiary of the Company or any property or facility now or
   previously owned, leased or operated by the Company or any Subsidiary
   of the Company or any property used by the Company or any Subsidiary
   of the Company for the disposal of a Hazardous Substance which might
   reasonably be expected to give rise to liability under any
   Environmental Laws and which have not been disclosed to Buyer in
   writing as of the date hereof.

        (c) For purposes of this Section 3.16, the following terms shall
   have the meanings set forth below:

             (i) "Environmental Laws" means any federal, state, local and
        foreign law (including, without limitation, common law), treaty,
        judicial decision, regulation, rule, judgment, order, decree,
        injunction, agreement or contract with any Governmental Authority
        relating to protection of human health and safety or the
        environment or to the regulation or remediation of pollutants,
        contaminants, wastes or chemicals or toxic, radioactive,
        ignitable, corrosive, reactive or otherwise hazardous substances,
        wastes or materials as such Environmental Laws exist on the
        Merger Date;

             (ii) "Environmental Permits" means all permits, licenses,
        franchises, certificates, approvals and other similar
        authorizations of Governmental Authorities relating to or
        required by Environmental Laws for the operation of the business
        of the Company or any Subsidiary of the Company as currently
        conducted;

             (iii) "Hazardous Substance" means any material, substance,
        chemical, raw material, product, byproduct or waste whose release
        to the environment, including remediation of such releases, is
        regulated under any Environmental Law or Environmental Permit;
        and

             (iv) "Company" and "Subsidiary of the Company" shall include
        any entity which is, in whole or in part, a predecessor of the
        Company or any Subsidiary of the Company.

        Section 3.17. Finders Fees.  Except for SG Cowen Securities
   Corporation, a copy of whose engagement agreement is included in the
   Company Disclosure Documents, there is no investment banker, broker,
   finder or other intermediary which has been retained by or is
   authorized to act on behalf of the Company or any of its Subsidiaries
   who might be entitled to any fee or commission in connection with the
   transactions contemplated by this Agreement.

        Section 3.18. Title to and Condition of Properties. (a) Except as
   set forth in Section 3.18 of the Company Disclosure Schedules, the
   Company and each Subsidiary owns or holds under valid leases all real


                                    A-22







   property, plants, machinery and equipment necessary for the conduct of
   the business of the Company and such Subsidiary as currently conducted
   and such buildings, plants, machinery and equipment are structurally
   sound and in good operating condition and repair. Except as set forth
   in Section 3.18 of the Company Disclosure Schedules, there are no
   Liens on any assets, rights or real or personal properties of the
   Company or any Subsidiary.

        (b) Section 3.18(a) of the Company Disclosure Schedules sets
   forth a true and complete list of all real property used by the
   Company or any of its Subsidiaries in the conduct of its business,
   indicates whether such real property is owned or leased by the
   Company, and, if leased, sets forth the material terms of the lease
   under which such real property is leased (true and complete copies of
   which leases have been included in the Company Disclosure Documents).
   The Company has good and marketable title to all real property listed
   as owned by the Company in Section 3.18(a) of the Company Disclosure
   Schedules and has a valid right to use or a valid leasehold interest
   in all real property listed as leased. All material certificates,
   licenses and permits required for the lawful use and occupancy of any
   real property by the Company or any of its Subsidiaries have been
   obtained and are in full force and effect.

        (c) Section 3.18(b) contains a list of all capitalized fixed
   assets used in the conduct of the business of the Company or any of
   its Subsidiaries having an original cost in excess of $250,000.

        Section 3.19. Contracts. Section 3.19 of the Company Disclosure
   Schedules lists all written or oral contracts, agreements, guarantees,
   leases and executory commitments (each a "Contract") to which the
   Company or any Subsidiary is a party as of the date of this Agreement
   and which fall within any of the following categories (of which true
   and complete copies have been included in the Company Disclosure
   Documents): (a) contracts not entered into in the ordinary course of
   the Company's or any of its Subsidiaries' business that involve
   aggregate expenditures or receipts in excess of $100,000; (b) joint
   venture, partnership and like agreements; (c) Contracts which are
   service contracts (excluding contracts for delivery services entered
   into in the ordinary course of business) or equipment leases involving
   payments by the Company or any Subsidiary of more than $100,000 per
   year, (d) Contracts containing covenants purporting to limit the
   freedom of the Company or any Subsidiary of the Company to compete in
   any line of business in any geographic area or to hire any individual
   or group of individuals, (e) Contracts which contain minimum purchase
   conditions or requirements or other terms that restrict or limit the
   purchasing relationships of the Company or any Subsidiary of the
   Company, (f) Contracts relating to any outstanding commitment for
   capital expenditures of the Company or any Subsidiary of the Company
   in excess of $100,000, (g) indentures, mortgages, promissory notes,
   loan agreements, guarantees, in each case involving amounts in excess
   of $250,000, letters of credit or other agreements or instruments of


                                    A-23







   the Company or any Subsidiary of the Company or commitments for the
   borrowing or the lending of amounts, in each case in excess of
   $250,000, by the Company or any Subsidiary of the Company or providing
   for the creation of any charge, security interest, encumbrance or lien
   upon any of the assets of the Company or any Subsidiary of the
   Company, (h) Contracts relating to the lease or sublease of, or sale
   or purchase of, real or personal property involving any annual expense
   or price in excess of $100,000 and not cancelable by the Company or
   any Subsidiary (without premium or penalty) within one month and (i)
   Contracts involving annual revenues to or expenditures by the Company
   or any Subsidiary of the Company in excess of 2% of the consolidated
   annual revenues of the Company and its Subsidiaries. All such
   Contracts are valid and binding obligations of the Company and its
   Subsidiaries, as applicable, and, to the Knowledge of the Company,
   valid and binding obligations of each other party thereto. None of the
   Company, any Subsidiary of the Company nor, to the Knowledge of the
   Company, any other party thereto is in violation of or in default in
   respect of, nor has there occurred any event or condition which with
   the passage of time or giving of notice (or both) would constitute a
   default under, any such Contract.

        Section 3.20. Accounts Receivable. All accounts receivable and
   accrued interest receivable of the Company and its Subsidiaries have
   arisen out of bona fide transactions in the ordinary course of
   business and the accounts receivable reserves reflected on the most
   recent balance sheet included in the Company Financial Statements are,
   as of the date of such balance sheet, established in accordance with
   U.S. GAAP. To the Knowledge of the Company, all accounts receivable
   and accrued interest receivable of the Company and its Subsidiaries
   will be collectible in the aggregate within a commercially reasonable
   time, in an amount not less than the amounts carried on the most
   recent balance sheet included in the Financial Statements, net of any
   reserves included therein. No obligor under any of the Accounts
   Receivable has any right of set-off against any of the Accounts
   Receivable under any contract with the Company or any of its
   Subsidiaries.

        Section 3.21. Relationships with Customers and Suppliers. As of
   the date of this Agreement, to the Company's Knowledge, the
   relationship of the Company and its Subsidiaries with its respective
   customers and suppliers are satisfactory. Section 3.21 of the Company
   Disclosure Schedules contains a list of the names and addresses of the
   ten largest customers and the ten largest suppliers (measured by the
   dollar volume of purchases or sales in each case) of the Company and
   its Subsidiaries during each of the years ended June 30, 2000 and June
   30, 1999 and the period from July 1, 2000 through September 30, 2000.
   There exists no actual or, to the Knowledge of the Company, threatened
   termination, cancellation, or material adverse change in, the business
   relationship of the Company or any of its Subsidiaries with any
   customer or group of customers listed in Section 3.21 of the Company
   Disclosure Schedules or whose purchases individually or in the


                                    A-24







   aggregate are material to the operations of the Company and its
   Subsidiaries, or with any supplier or group of suppliers listed in
   Section 3.21 of the Company Disclosure Schedules or whose sales
   individually or in the aggregate are material to the operations of the
   Company and its Subsidiaries.

        Section 3.22. Product Warranties and Liabilities. (a) Section
   3.22 of the Company Disclosure Schedules contains a list of each
   Contract containing an express warranty given by the Company or any of
   its Subsidiaries prior to the date of this Agreement covering any
   class or group of products sold or distributed by the Company or any
   of its Subsidiaries and in effect as of the date of this Agreement (of
   which true and complete copies of any written warranties and/or
   Contracts have been included in the Company Disclosure Documents).
   The reserve for liabilities with respect to warranty claims contained
   in the Company Balance Sheet fairly reflects in all material respects
   the amount required in accordance with U.S. GAAP to be shown thereon
   as of the Company Balance Sheet Date, and the reserve for such
   liabilities to be contained in the books and records of the Company
   and its Subsidiaries on the Merger Date will fairly reflect in all
   material respects the amount required in accordance with U.S. GAAP to
   be shown thereon as of the Merger Date.

        (b) Neither the Company nor any Subsidiary of the Company has
   incurred, nor does the Company know or have any reason to believe that
   there is any basis for alleging, any material liability, damage, loss,
   cost or expense as a result of any defect or other deficiency (whether
   of design, materials, workmanship, labeling instructions or otherwise)
   ("Product Liability") with respect to any product sold or services
   rendered by or on behalf of the Company or any Subsidiary of the
   Company whether such Product Liability is incurred by reason of any
   express or implied warranty (including, without limitation, any
   warranty of merchantability or fitness), any doctrine of common law
   (tort, contract or other), any statutory provision or otherwise and
   irrespective of whether such Product Liability is covered by
   insurance.

        Section 3.23. Affiliate Transactions. Except as set forth in
   Section 3.23 of the Company Disclosure Schedules, there are no
   contracts or other transactions between the Company or any Subsidiary
   of the Company, on the one hand, and any (i) officer or director of
   the Company or any Subsidiary of the Company, (ii) record or
   beneficial owner of five percent (5%) or more of the voting securities
   of the Company or (iii) affiliate (as such term is defined in
   Regulation 12b-2 promulgated under the Exchange Act) of any such
   officer, director or beneficial owner, on the other hand.

        Section 3.24. Insurance The Company and its Subsidiaries are
   presently insured, and during this and each of the past five calendar
   years have been insured against such risks as companies engaged in a
   similar business would, in accordance with good business practice,


                                    A-25







   customarily be insured. Section 3.24 of the Company Disclosure
   Schedules contains a list and brief description (including type of
   coverage, limits, deductibles, carriers and effective and termination
   dates) of all policies of insurance maintained by the Company or any
   of its Subsidiaries since January 1, 1998 (of which true and complete
   copies of those policies have been included in the Company Disclosure
   Documents). The Company or one or more of its Subsidiaries are named
   insureds or are otherwise covered under each such policy, and each
   such policy is in full force and effect and will not in any way be
   affected by or terminate or lapse by reason of the transactions
   contemplated by this Agreement.

        Section 3.25. Pooling of Interests Treatment. The Company has
   disclosed to its independent public accountants all actions taken by
   it or by any of its Subsidiaries that would impact the accounting of
   the business combination to be effected by the Merger as a pooling of
   interests. To the Knowledge of the Company and its Subsidiaries,
   neither the Company nor its Subsidiaries has taken or agreed to take
   any action, or knows of any reason arising out of the conduct of the
   Company or any of its Subsidiaries, that would prevent the Buyer from
   accounting for the business combination to be effected by the Merger
   as a pooling-of-interests. Without limitation of the foregoing, since
   June 30, 1998 (i) the Company has been autonomous and not a subsidiary
   or division of another company or part of an acquisition which was
   later rescinded, (ii) there has not been any sale or spin-off of a
   significant amount of assets of the Company or any affiliate of the
   Company other than in the ordinary course of business, (iii) the
   Company has not acquired any of its capital stock, and (iv) any and
   all changes in the voting capital structure and the relative ownership
   of the Company Securities are set forth in Section 3.25 of the Company
   Disclosure Schedules and none of such changes, if any, have been made
   in contemplation of a business combination. The Company does not own
   and has not owned any of the outstanding shares of Buyer Common Stock.
   The Company has not issued any of its capital stock pursuant to
   awards, grants or bonuses (other than pursuant to options that were
   granted to key employees during the past two years in the ordinary
   course of Company's business pursuant to a pre-existing option plan
   and prior to any contemplated business combination). The Company has
   not incurred and repaid any indebtedness owed to any shareholder of
   the Company (other than debt incurred in the ordinary course and on
   terms and conditions consistent with the past practices of Company).
   The Company does not lease any real estate from any shareholder of the
   Company or affiliates of the Company.

        Section 3.26. Inventories. The inventories of the Company and its
   Subsidiaries (including raw materials, supplies, work-in-progress,
   finished goods and other materials) net of applicable reserves, taken
   as a whole, are in merchantable condition in all material respects and
   are reflected in all material respects in the books and records of the
   Company and its Subsidiaries at the lower of average cost or market
   value.


                                    A-26







        Section 3.27. No Guaranties; Extensions of Credit. No obligations
   of the Company or any of its Subsidiaries are guaranteed by or subject
   to a similar contingent obligation of any other Person, nor has the
   Company or any Subsidiary of the Company guaranteed or become subject
   to a similar contingent obligation in respect of the obligations or
   liabilities of, or extended credit to, any Person other than the
   Company or a Subsidiary of the Company.

        Section 3.28. Relationships with Sales Representatives. The
   Company Disclosure Documents contain a true and complete copy of the
   standard forms of agreement entered into by the Company in the United
   States and Europe with its sales representatives (the "Sales
   Representative Agreement"), and Section 3.28 of the Company Disclosure
   Schedules contains a list of those persons or entities that are
   currently parties to such agreements with the Company (the "Company
   Sales Representatives"). The Sales Representative Agreements entered
   into between the Company and the Company Sales Representatives do not
   differ, in any material respect, from the forms of Sales
   Representative Agreement included in the Company Disclosure Documents.
   No Company Sales Representative has provided the Company with notice
   of such Company Sales Representative's intent to terminate a Sales
   Representative Agreement with the Company and, to the Knowledge of the
   Company, there has been no threatened termination by or, since the
   Balance Sheet Date, any adverse change in the business relationship
   between the Company and any Company Sales Representative. Neither the
   Company nor any Company Sales Representative is in default under any
   Sales Representative Agreement. Except as set forth in Section 3.28 to
   the Company Disclosure Schedules, no Company Sales Representative will
   have the right to terminate such Company Sales Representative's Sales
   Representative Agreement with the Company as a result of the
   consummation of the transactions contemplated by this Agreement.

        Section 3.29. Permits. The Company and each of its Subsidiaries
   possesses all material governmental franchises, permits, licenses,
   certificates, variances, approvals and other material authorizations
   necessary to own or lease and operate their properties and to conduct
   their businesses as now conducted (collectively, the "Permits"),
   including but not limited to environmental Permits. All Permits are
   set forth in Section 3.29 of the Company Disclosure Schedules, except
   for such Permits which would be readily obtainable by any qualified
   applicant without undue burden in the event of any lapse, termination,
   cancellation or forfeiture. All Permits are in full force and effect,
   and no consent, approval or act of, or the making of any filing with,
   any Governmental Authority or other party will be required to be
   obtained or made by the Company or any Subsidiary in respect of any
   Permit as a result of the consummation of the Merger and the other
   transactions contemplated by this Agreement. Neither the Company nor
   any of its Subsidiaries is in default in any material respect under
   the terms of any such Permit or has received notice of any material
   default thereunder.



                                    A-27







        Section 3.30. Relationships with Joint Venture Partners. Except
   as set forth in Section 3.30 of the Company Disclosure Schedules, no
   party to any joint venture agreement with the Company, including
   without limitation the Joint Venture Agreement, dated January 17,
   1998, between the Company and John Yang and the Joint Venture
   Agreement, dated July 23, 1998, between the Company and Young Lee, has
   obtained, or has alleged that he has obtained, any rights under such
   agreement to any of the Intellectual Property.  Except as set forth in
   Section 3.30, no party to any joint venture is using, or has permitted
   any other person to use, any of the Intellectual Property in a manner
   which infringes upon the Intellectual Property or may otherwise impair
   the Company's rights to such Intellectual Property.

                                  ARTICLE 4

                   REPRESENTATIONS AND WARRANTIES OF BUYER

        Except as set forth in the disclosure schedule of Buyer attached
   hereto (the "Buyer Disclosure Schedules"), Buyer represents and
   warrants to the Company that:

        Section 4.1. Corporate Existence and Power. (a) Buyer is a
   corporation duly incorporated, validly existing and in good standing
   under the laws of its jurisdiction of incorporation, and has all
   corporate powers required to carry on its business as it is now being
   conducted and is duly qualified to do business as a foreign
   corporation and is in good standing in each jurisdiction where the
   character of the property owned or leased by it or the nature of its
   activities makes such qualification necessary, except for those
   jurisdictions where the failure to be so qualified or in good standing
   is not, individually or in the aggregate, reasonably likely to have a
   Material Adverse Effect on Buyer. Buyer has heretofore delivered to
   the Company true and complete copies of Buyer's certificate of
   incorporation and by-laws as currently in effect.

        (b) Merger Sub will be a corporation duly incorporated, validly
   existing and in good standing under the laws of the Commonwealth of
   Pennsylvania, and have all corporate powers required to carry on its
   business as it is conducted prior to the Merger. From its date of
   incorporation to the Merger Date, Merger Sub will not engage in any
   activities other than in connection with the transactions contemplated
   by this Agreement.

        Section 4.2. Corporate Authorization. The execution, delivery and
   performance by Buyer of this Agreement and the consummation by each of
   Buyer and Merger Sub (each, a "Buyer Party") of the transactions
   contemplated by this Agreement are, or in the case of Merger Sub, will
   be within the corporate powers of such Buyer Party and have been, or
   in the case of Merger Sub, will be, prior to the Merger duly
   authorized by all necessary corporate action. This Agreement has been
   duly executed and delivered by Buyer and constitutes a valid and


                                    A-28







   binding agreement of Buyer enforceable against Buyer in accordance
   with its terms.

        Section 4.3. Governmental Authorization. The execution, delivery
   and performance by Buyer of this Agreement and the consummation by
   each Buyer Party of the transactions contemplated by this Agreement
   require no action by or in respect of, or filing with, any
   Governmental Authority other than (a) the filing of the Articles of
   Merger in accordance with the Pennsylvania Law; (b) compliance with
   any applicable requirements of the HSR Act; (c) compliance with any
   applicable requirements of the 1934 Act; (d) compliance with any
   applicable requirements of the 1933 Act; (e) compliance with any
   applicable foreign or state securities or Blue Sky laws; (f) filings
   and notices not required to be made or given until on or after the
   Merger Date; and (g) immaterial actions or filings relating to
   ordinary operational matters.

        Section 4.4. Non-Contravention. The execution, delivery and
   performance by each Buyer Party of this Agreement and the consummation
   by such Buyer Party of the transactions contemplated by this Agreement
   do not, in the case of Buyer, and will not, in the case of both Buyer
   and Merger Sub (a) contravene or conflict with the Articles of
   Incorporation or bylaws of such Buyer Party, (b) assuming compliance
   with the matters referred to in Section 4.3, contravene or conflict
   with or constitute a violation of any provision of any law,
   regulation, judgment, injunction, order or decree binding upon or
   applicable to Buyer or any Subsidiary of Buyer, (c) constitute a
   default (or an event which with notice, the lapse of time or both
   would become a default) under or give rise to a right of termination,
   cancellation or acceleration of any right or obligation of Buyer or
   any Subsidiary of Buyer or to a loss of any benefit to which Buyer or
   any Subsidiary of Buyer is entitled under any provision of any
   agreement, contract or other instrument binding upon Buyer or any
   Subsidiary of Buyer or any license, franchise, permit or other similar
   authorization held by Buyer or any Subsidiary of Buyer, (d) except for
   the approval of the Board of Directors of Merger Sub and of the Buyer
   as sole shareholder of Merger Sub, both of which approvals will have
   been obtained prior to the Merger and which the Buyer shall cause to
   occur, require any action or consent or approval of any Person other
   than a Governmental Authority, or (e) result in the creation or
   imposition of any Lien on any asset of Buyer or any Subsidiary of
   Buyer, other than, in the case of the events specified in clauses (b),
   (c), (d) and (e) (other than indebtedness of Buyer or any Subsidiary
   of Buyer), any such event which, individually or in the aggregate, has
   not had, and is not reasonably likely to have, a Material Adverse
   Effect on Buyer.

        Section 4.5. SEC Filings. The Buyer has delivered to Company (i)
   the Buyer's Annual Report on Form 10-K for the fiscal year ended March
   31, 2000 (the "Buyer 10-K"); (ii) its Quarterly Reports on Form 10-Q
   for its fiscal quarters ended June 26, 2000 and September 26, 2000 and


                                    A-29







   filed with the SEC (the "Buyer 10-Qs"); (iii) its proxy or information
   statements relating to meetings of, or actions taken without a meeting
   by, the stockholders of the Company held since March 31, 2000 and (iv)
   all of its other reports, statements, schedules and registration
   statements filed with the SEC since April 1, 1998 and through the date
   of this Agreement. The Buyer has timely filed all required reports,
   schedules, forms, statements and other documents with the SEC since
   April 1, 1998 (collectively, the "Buyer SEC Documents"). As of their
   respective dates, or if amended, as of the date of the last such
   amendment, the Buyer SEC Documents complied, and all documents
   required to be filed by the Buyer with the SEC after the date hereof
   and prior to the Merger Date (the "Subsequent Buyer SEC Documents")
   will comply, in all material respects with the requirements of the
   1933 Act or the 1934 Act, as the case may be, and the applicable rules
   and regulations promulgated thereunder, and none of the Buyer SEC
   Documents contained, and the Subsequent Buyer SEC Documents when filed
   will not contain, any untrue statement of a material fact or omit to
   state any material fact necessary in order to make the statements made
   therein, in the light of the circumstances under which they were made,
   not misleading.

        Section 4.6. Financial Statements. The audited consolidated
   financial statements and unaudited consolidated interim financial
   statements of the Buyer included in the Buyer SEC Documents at the
   time such Buyer SEC Documents were filed with the SEC complied as to
   form in all material respects with applicable accounting requirements
   and with the published rules and regulations of the SEC with respect
   thereto, were prepared in accordance with U.S. GAAP applied on a
   consistent basis during the periods involved (except as may be
   indicated in the notes thereto or, in the case of the unaudited
   statements, as permitted by Form 10-Q of the SEC), and fairly present
   (subject in the case of unaudited statements to normal, recurring
   audit adjustments) the consolidated financial position of the Buyer as
   at the dates thereof and the consolidated results of its operations
   and cash flows for the periods then ended. For purposes of this
   Agreement, "Buyer Balance Sheet" means the consolidated balance sheet
   of the Buyer as of March 31, 2000 set forth in the Buyer 10-K and
   "Buyer Balance Sheet Date" means March 31, 2000.

        Section 4.7. Disclosure Documents. Each document required to be
   filed by Buyer with the SEC in connection with the transactions
   contemplated by this Agreement (the "Buyer SEC Disclosure Documents"),
   including, without limitation, the registration statement of Buyer to
   be filed with the SEC on Form S-4 (or other appropriate form) in
   connection with the issuance of Buyer Common Stock pursuant to this
   Agreement (the "Form S-4") and any amendments or supplements thereto,
   will, when filed, comply as to form in all material respects with the
   applicable requirements of the 1933 Act. Buyer is eligible to use Form
   S-4 for the registration of the Buyer Common Stock to be issued
   pursuant to the Merger. Each document required to be filed by Buyer
   under the United States securities laws in connection with the


                                    A-30







   transactions contemplated by this Agreement (together with the Buyer
   SEC Disclosure Documents, the "Buyer Disclosure Documents"), will,
   when filed, comply as to form in all material respects with the
   applicable requirements of the United States securities laws, as
   applicable.

        The Form S-4, at the time that it becomes effective, and the
   Proxy Statement-Prospectus which forms a part of the Form S-4 or any
   amendment or supplement thereto, at the time it is first mailed to
   shareholders of the Company, and at the time such shareholders vote on
   the Merger, will not contain any untrue statement of a material fact
   or omit to state any material fact necessary in order to make the
   statements made therein, in light of the circumstances under which
   they were made, not misleading. At the time of the filing of any Buyer
   Disclosure Document and at the time of any distribution thereof, such
   Buyer Disclosure Document will not contain any untrue statement of a
   material fact or omit to state a material fact necessary in order to
   make the statements made therein, in the light of the circumstances
   under which they were made, not misleading. The representations and
   warranties contained in this Section 4.7 will not apply to statements
   included in or omissions from the Buyer Disclosure Documents,
   including but not limited to the Proxy Statement-Prospectus, based
   upon information furnished to Buyer by the Company specifically for
   use therein.

        Section 4.8. Absence of Certain Changes. Since the Buyer Balance
   Sheet Date and except as set forth in the Buyer SEC Documents, Buyer
   and its Subsidiaries have conducted their business in the ordinary
   course consistent with past practice and there has not been any event,
   occurrence or development of a state of circumstances or facts which
   has had or is reasonably likely to have, individually or in the
   aggregate, a Material Adverse Effect on Buyer other than any of the
   foregoing (i) relating to the economy or securities markets in
   general, (ii) relating to Buyer's industry in general or (iii) arising
   from the announcement or thereafter the pendency of this Agreement or
   the transactions contemplated by this Agreement.

        Section 4.9. No Undisclosed Material Liabilities. There are no
   liabilities, commitments or obligations (whether pursuant to contracts
   or otherwise) of Buyer or any Subsidiary of Buyer of any kind
   whatsoever which, individually or in the aggregate, have had or are
   reasonably likely to have a Material Adverse Effect on Buyer, whether
   accrued, contingent, absolute, determined, determinable or otherwise,
   and there is no existing condition, situation or set of circumstances
   which is reasonably likely to result in such a liability, commitment
   or obligation, including, without limitation, any fines, disciplinary
   actions or other adverse actions that may be taken or reported
   concerning the conduct of Buyer or any of its Subsidiaries, other
   than:




                                    A-31







        (a) liabilities, commitments or obligations disclosed or provided
   for in the Buyer Balance Sheet (including the notes thereto) or in the
   Buyer SEC Documents;

        (b) liabilities, commitments or obligations incurred in the
   ordinary course of business consistent with past practice since the
   Buyer Balance Sheet Date; and

        (c) liabilities, commitments or obligations under this Agreement.

        Section 4.10. Finders Fees. There is no investment banker,
   broker, finder or other intermediary which has been retained by or is
   authorized to act on behalf of the Buyer or any of its Subsidiaries
   who might be entitled to any fee or commission in connection with the
   transactions contemplated by this Agreement.

        Section 4.11. Permits. The Buyer possesses all material
   governmental franchises, permits, licenses, certificates, variances,
   approvals and other material authorizations necessary to own or lease
   and operate their properties and to conduct their businesses as now
   conducted (collectively, the "Buyer Permits"). All Buyer Permits are
   in full force and effect, and no consent, approval or act of, or the
   making of any filing with, any Governmental Authority or other party
   will be required to be obtained or made by the Buyer in respect of any
   Buyer Permit as a result of the consummation of the Merger and the
   other transactions contemplated by this Agreement. The Buyer is not in
   default in any material respect under the terms of any such Buyer
   Permit or has received notice of any material default thereunder.

        Section 4.12. Pooling of Interests Treatment. The Buyer has
   disclosed to its independent public accountants all actions taken by
   it that would impact the accounting of the business combination to be
   effected by the Merger as a pooling of interests. To the Knowledge of
   the Buyer, the Buyer has not taken nor has agreed to take any action,
   or knows of any reason arising out of the conduct of the Buyer, that
   would prevent the business combination to be effected by the Merger
   from being accounted for as a pooling-of-interests. Without limitation
   of the foregoing, since June 30, 1998 (i) the Buyer has been
   autonomous and not a subsidiary or division of another company or part
   of an acquisition which was later rescinded, (ii) there has not been
   any sale or spin-off of a significant amount of assets of the Buyer or
   any affiliate of the Buyer other than in the ordinary course of
   business, (iii) except as set forth in Section 4.12 of the Buyer
   Disclosure Schedules, the Buyer has not acquired any of its capital
   stock, and (iv) any and all changes in the voting capital structure
   and the relative ownership of the Buyer securities are set forth in
   Section 4.12 of the Buyer Disclosure Schedules and none of such
   changes, if any, have been made in contemplation of a business
   combination. The Buyer does not own and has not owned any of the
   outstanding shares of Company Stock. Except as set forth in Section
   4.12 of the Buyer Disclosure Schedules, the Buyer has not issued any


                                    A-32







   of its capital stock pursuant to awards, grants or bonuses (other than
   pursuant to stock awards or options that were granted to key employees
   during the past two years in the ordinary course of Buyer's business
   pursuant to a pre-existing stock award or option plan and prior to any
   contemplated business combination). The Buyer has not incurred and
   repaid any indebtedness owed to any shareholder of the Buyer (other
   than debt incurred in the ordinary course and on terms and conditions
   consistent with the past practices of Buyer). The Buyer does not lease
   any real estate from any shareholder of the Buyer or affiliates of the
   Buyer.

                                  ARTICLE 5

                          COVENANTS OF THE COMPANY

        The Company agrees that:

        Section 5.1. Conduct of the Company. From the date hereof until
   the Merger Date, except (i) as expressly permitted in this Agreement,
   or (ii) as otherwise consented to in writing by Buyer (which consent
   shall not be unreasonably withheld or delayed), the Company shall, and
   shall cause its Subsidiaries to, conduct their business in the
   ordinary course consistent with past practice and use their
   commercially reasonable efforts to preserve intact their business
   organizations and relationships with third parties, including but not
   limited to customers, suppliers and Company Sales Representatives, and
   to keep available the services of their present officers and
   employees. Without limiting the generality of the foregoing, except
   (i) with the written consent of the Buyer (which consent shall not be
   unreasonably withheld or delayed) or (ii) as expressly permitted in
   this Agreement, from the date hereof until the Merger Date:

        (a) Neither the Company, nor any Subsidiary of the Company, will
   adopt or propose any change in its respective articles of
   incorporation or bylaws;

        (b) The Company will not, and will not permit any Subsidiary of
   the Company to, merge or consolidate with any other Person or, other
   than as provided in the Company's capital expenditure budget (included
   as Section 5.1(b) of the Company Disclosure Schedules) in the ordinary
   course of business, acquire a material amount of assets of any other
   Person;

        (c) The Company will not, and will not permit any Subsidiary of
   the Company to, declare, set aside or pay any dividend or make any
   other distribution with respect to any shares of the capital stock of
   the Company or any Subsidiary of the Company or in respect of any
   securities convertible or exchangeable for, or any rights, options or
   warrants to acquire, any capital stock of the Company or any
   Subsidiary of the Company;



                                    A-33







        (d) The Company will not, and will not permit any Subsidiary of
   the Company to create or assume any Lien on any material asset;

        (e) The Company will not, and will not permit any Subsidiary of
   the Company to, issue, grant, deliver or sell, or authorize or propose
   the issuance, grant, delivery or sale of, any Company Securities, any
   Company Subsidiary Securities or any securities convertible into or
   exchangeable for, or any rights, warrants or options to acquire, any
   Company Securities or Company Subsidiary Securities other than
   pursuant to the exercise of a Company Stock Option or the conversion
   of Company Preferred Stock outstanding on the date of this Agreement;

        (f) The Company (i) will not adjust, split, combine or
   reclassify, or take any other similar action with respect to, any
   capital stock of the Company, and (ii) will not, and will not permit
   any Subsidiary of the Company to, directly or indirectly, repurchase,
   redeem or otherwise acquire an amount of shares of capital stock of,
   or in respect of any securities convertible or exchangeable for, or
   any rights, options or warrants to acquire, any capital stock of, or
   other ownership interests in, the Company or any Subsidiary of the
   Company, or (iii) enter into any agreement, understanding or
   arrangement with respect to the sale or voting of any capital stock of
   the Company or any Subsidiary;

        (g) The Company will not, and will not permit any Subsidiary of
   the Company to, incur or assume any indebtedness from any Person
   (other than, in the case of a Subsidiary of the Company, the Company
   or any other subsidiary of the Company) for borrowed money or
   guarantee any such indebtedness;

        (h) Except for (i) loans, advances or capital contributions to or
   investments in Subsidiaries of the Company, (ii) loans or advances to
   employees for expenses incurred in the ordinary course of business
   consistent with past practice and in amounts not exceeding $5,000 per
   employee or (iii) investments in securities in the ordinary course of
   business consistent with past practices, the Company will not, and
   will not permit any Subsidiary of the Company to, make any material
   loans, advances or capital contributions to, or investments in, any
   other Person;

        (i) The Company will not, and will not permit any of its
   Subsidiaries to, (i) grant any severance or termination pay to, or
   enter into any employment, termination or severance arrangement with,
   any director, officer, consultant or employee of the Company or any
   Subsidiary of the Company; (ii) enter into any employment, deferred
   compensation or other similar agreement (or any amendment to any such
   existing agreement) with any director, officer or employee of the
   Company or any Subsidiary; (iii) increase or decrease benefits payable
   under any existing severance or termination pay policies or employment
   agreements; (iv) increase compensation, bonus or other benefits
   payable to directors, officers, consultant or employees of the Company


                                    A-34







   or any Subsidiary of the Company, other than in the ordinary course of
   business consistent with past practice; (v) adopt any new Employee
   Plan or Benefit Arrangement; or (vi) otherwise amend or modify, any
   existing Employee Plan or Benefit Arrangement except to the extent
   required by applicable law;

        (j) The Company will not, and will not permit any of its
   Subsidiaries to, authorize, recommend, propose or announce an
   intention to adopt a plan of complete or partial liquidation or
   dissolution of the Company or any Subsidiary of the Company, or any
   plan of division or share exchange involving the Company or any of its
   Subsidiaries;

        (k) The Company will not, and will not permit any Subsidiary of
   the Company to, change any method of accounting or any accounting
   principle or practice used by the Company or any Subsidiary of the
   Company, except for any such change required by reason of a change in
   U.S. GAAP;

        (l) Neither the Company nor any Subsidiary shall, to the extent
   it may affect or relate to the Company or any Subsidiary, make or
   change any Tax election, change any annual Tax accounting period,
   adopt or change any method of Tax accounting, file any amended Tax
   Return, enter into any closing agreement, settle any Tax claim or
   assessment, surrender any right to claim a Tax refund, consent to any
   extension or waiver of the limitations period applicable to any Tax
   claim or assessment or take or omit to take any other action, if any
   such action or omission would have the effect of, in the aggregate,
   increasing the Tax liability, or in the aggregate, reducing any Tax
   asset of the Company or any Subsidiary of the Company except to the
   extent such increase or reduction is adequately provided for, under
   U.S. GAAP, on the Company Balance Sheet;

        (m) All Tax Returns not required to be filed on or before the
   date hereof (i) shall be filed when due (including extensions) in
   accordance with all applicable laws and (ii) as of the time of filing,
   shall correctly reflect in all material respects the facts regarding
   the income, business, assets, operations, activities and status of the
   Company, its Subsidiaries and any other information required to be
   shown therein;

        (n) Neither the Company nor any Subsidiary of the Company shall
   reserve any amount for or make any payment of Taxes to any Person or
   any Taxing Authority, except for such Taxes as are due or payable or
   have been properly estimated in accordance with applicable law as
   applied in a manner consistent with past practice of the Company or
   any such Subsidiary, as the case may be;






                                    A-35







        (o) Neither the Company nor any of its Subsidiaries will:

              (i) settle any Actions, whether now pending or hereafter
        made or brought, for anything other than cash damages or for cash
        in an amount in excess of $100,000;

             (ii) modify, amend or terminate, or waive, release or assign
        any material rights or claims with respect to, any Contract set
        forth in Section 3.19 of the Company Disclosure Schedules, or,
        except to the extent required by Applicable Law and advised by
        outside counsel, any confidentiality agreement to which the
        Company or any Subsidiary of the Company is a party;

             (iii) incur or commit to any capital expenditures,
        obligations or liabilities in respect thereof which exceed or
        would exceed $100,000, individually, or $250,000 in the
        aggregate, other than capital expenditures related to the
        Company's on-going improvements to its facilities which do not
        exceed amounts previously disclosed by the Company to Buyer;

              (iv) make any material changes or modifications to any
        pricing policy or investment policy;

              (v) take any action that would result in the
        representations and warranties set forth in Article III being
        false or incorrect in any material respect, other than
        inadvertent actions that do not result in the representations and
        warranties being unable to be true and correct in all material
        respects by the Merger Date;

              (vi) enter into any contract, lease, agreement or
        commitment not otherwise specified in this Section 5.1, that
        obligates the Company to expend an amount in excess of $100,000
        individually;

             (vii) enter into, amend or terminate any real property lease
        or any commitment in respect thereof;

             (viii) terminate the employment or engagement of any
        employee or consultant or agent of the Company or any Subsidiary;
        or

              (ix) pay or approve any other expense or disbursement in
        excess of $25,000 individually (except for payroll and related
        tax withholding and other expenses (including insurance and
        401(k) contributions), Tax liabilities, utilities, lease
        payments, principal and interest payments on outstanding
        indebtedness of the Company and/or any of its Subsidiaries,
        payments to suppliers, legal fees and expenses and, upon closing
        of the Merger, investment banking fees and expenses).



                                    A-36







             (p) The Company will not, and will not permit any Subsidiary
        of the Company to, agree to do any of the foregoing.

   The Company and its Subsidiaries will consult regularly with the Buyer
   in respect of the operation of its business prior to the Merger Date;
   provided, however, that the provisions of this sentence will not be
   deemed to have been breached unless and until Buyer has notified the
   Company in writing of such breach and the Company and its Subsidiaries
   have failed to comply with the specific terms of such notice.

        Section 5.2. Shareholder Meeting; Proxy Materials. (a) Subject to
   Section 5.3, the Company shall cause a meeting of its shareholders
   (the "Company Shareholder Meeting") to be duly called and held as soon
   as reasonably practicable for the purpose of voting on the adoption of
   this Agreement and, to the extent submitted to the Company's
   shareholders for approval, the transactions contemplated by this
   Agreement, and the Board of Directors of the Company shall recommend
   adoption of this Agreement by the Company's shareholders.  The Company
   shall use its best efforts to obtain the necessary approval of the
   adoption of this Agreement and the transactions contemplated by this
   Agreement from the Company's shareholders at the Company Shareholder
   Meeting.

        (b) Subject to Section 5.3, in connection with the Company
   Shareholder Meeting, the Company will (i) mail to its shareholders the
   Proxy Statement-Prospectus and all other proxy materials for such
   meeting, (ii) use commercially reasonable efforts to obtain the
   necessary adoption by its shareholders of this Agreement and the
   approval of the transactions contemplated by this Agreement and (iii)
   otherwise comply with all legal requirements applicable to such
   meeting.

        Section 5.3. Other Offers. From the date hereof until the
   termination of this Agreement, the Company will not, and will cause
   its Subsidiaries and the directors, officers, employees, financial
   advisors and other agents or representatives of the Company or any of
   its Subsidiaries not to, directly or indirectly, take any action to
   solicit, initiate or encourage any Acquisition Proposal with respect
   to the Company or engage in negotiations with, or disclose any non-
   public information relating to the Company or any Subsidiary of the
   Company or afford access to the properties, books or records of the
   Company or any Subsidiary of the Company to, any Person that has
   informed the Company that it is considering making, or has made, an
   Acquisition Proposal with respect to the Company, or any Person that
   the Company after reasonable inquiry believes is a potential purchaser
   of the Company. For the purposes of this Agreement, "Acquisition
   Proposal" means any offer or proposal for, or any indication of
   interest in, a merger or other business combination or the acquisition
   in any manner of an equity interest in an amount equal to or greater
   than 20% of the class of any equity security then outstanding or a
   substantial portion of the assets of, the Company or any Subsidiary of


                                    A-37







   the Company, in each case other than the transactions contemplated by
   this Agreement. The Company shall provide prompt written notice to the
   Buyer upon the receipt of any Acquisition Proposal.

        Section 5.4. Intellectual Property Matters. The Company shall,
   and shall cause each of its Subsidiaries to, preserve their ownership
   rights to the Intellectual Property free and clear of any Liens and to
   use their commercially reasonable efforts to assert, contest and
   prosecute any infringement of any issued foreign or domestic patent,
   trademark, service mark, or copyright that forms a part of the
   Intellectual Property owned by the Company or any of its Subsidiaries
   or any misappropriation or disclosure of any trade secret,
   confidential information or know-how that forms part of the
   Intellectual Property owned by the Company or any of its Subsidiaries.

        Section 5.5. Affiliate Letters. The Company shall provide the
   Buyer with such information as may be reasonably necessary to
   determine the identity of those persons who may be deemed to be
   "affiliates" of the Company within the meaning of Rule 145 (or any
   successor rule) of the SEC under the 1933 Act or within the meaning of
   Commission Staff Accounting Bulletin No. 65 (interpreting certain
   requirements for treating a business combination as a pooling of
   interests) and a list of those persons whom the Company believes may
   be deemed to be affiliates. Within ten business days of the execution
   of this Agreement, the Company will obtain and deliver to the Buyer
   affiliate letters, substantially in THE FORM of Exhibit A to this
   Agreement, from each of the directors and executive officers of the
   Company, providing that such person will not sell, pledge, transfer or
   otherwise dispose of (i) any shares of Buyer Common Stock held by such
   affiliate, except to the extent and under the conditions permitted
   therein, during the period beginning 30 days prior to the Merger and
   ending at the time of the Buyer's publication of financial results
   covering at least 30 days of combined operations of the Buyer and the
   Company, and (ii) any shares of Buyer Common Stock to be received by
   such affiliate in the Merger, except in compliance with the applicable
   provisions of the 1933 Act. The Company will use its best efforts to
   obtain such letters within ten business days of the date of this
   Agreement from the beneficial owners of five percent or more of the
   outstanding shares of Company Common Stock and from any other Persons
   who, in the opinion of counsel for the Buyer, may be deemed to be
   affiliates within the meaning of Rule 145 or Commission Staff
   Accounting Bulletin No. 65.

        Section 5.6. Access to Information. From the date hereof until
   the Merger Date, the Company will give (or cause to be given) to the
   Buyer, its counsel, financial advisors, auditors and other authorized
   representatives full access, during regular business hours, to the
   offices, properties, employees and consultants, books and records of
   the Company, will furnish (or cause to be furnished) to the Buyer, its
   counsel, financial advisors, auditors and other authorized
   representatives such financial and operating data and other


                                    A-38







   information as such the Buyer may reasonably request and will instruct
   the employees, counsel and financial advisors of the Company and its
   Subsidiaries to cooperate with the Buyer in its investigation of the
   business of the Company and its Subsidiaries; provided that no
   investigation pursuant to this Section shall affect any representation
   or warranty given by the Company to the Buyer hereunder. Unless
   otherwise required by applicable law, each party hereto agrees that it
   shall, and it shall cause its Subsidiaries and its and their
   respective officers, directors, employees, auditors and agents to,
   hold, in confidence all non-public information so acquired and to use
   such information solely for purposes of effecting the transactions
   contemplated by this Agreement. From the date hereof until the Merger
   Date and upon prior consultation and agreement between the Company and
   the Buyer, the Company will cooperate with the efforts of the Buyer,
   its counsel, financial advisors, auditors and other authorized
   representatives to have reasonable access to the Company customers and
   suppliers. The information obtained pursuant to this Section shall be
   subject to any confidentiality agreements or other confidentiality
   obligations currently binding upon the Company or any of its
   Subsidiaries; provided that the Company shall use commercially
   reasonable efforts to obtain any waivers under such agreements or
   obligations to permit the Company to comply with its obligations
   hereunder.

                                  ARTICLE 6

                             COVENANTS OF BUYER

   Buyer agrees that:

        Section 6.1. Conduct of Buyer. From the date hereof until the
   Merger Date, Buyer shall, and shall cause its Subsidiaries to, conduct
   their business in all material respects in the ordinary course
   consistent with past practice and use their commercially reasonable
   efforts to preserve intact their business organizations and
   relationships with third parties and to keep available the services of
   their present officers and employees. Without limiting the generality
   of the foregoing, except as expressly permitted in this Agreement,
   from the date hereof until the Merger Date, Buyer will not adopt or
   propose any change in either its certificate of incorporation or
   bylaws that would materially and adversely affect the rights of
   holders of Company Stock as anticipated holders of Buyer Common Stock.

        Section 6.2. Departments. Buyer shall, and cause its Subsidiaries
   to, maintain the Sales and Marketing, Engineering and Technology
   departments of the electronic cooling business unit of the Surviving
   Corporation in Lancaster, Pennsylvania until the second anniversary of
   the Merger Date.

        Section 6.3. Registration Statement. The Buyer shall (i) promptly
   prepare and file with the SEC the Form S-4 with respect to the Buyer


                                    A-39







   Common Stock issuable in connection with the Merger and shall use its
   reasonable best efforts to cause the Form S-4 to be declared effective
   by the SEC as soon as practicable; (ii) take any action required to be
   taken under applicable Blue Sky laws in connection with such issuance
   of Buyer Common Stock or pursuant to any Adjusted Option; and (iii)
   within seventy-five (75) days of the Merger Date, promptly prepare and
   file with the SEC a report on Form 8-K , 10-K or 10-Q, which
   publicizes financial results covering at least 30 days of combined
   operations of the Buyer and the Company.

        Section 6.4. Listing on Nasdaq. The Buyer shall take all action
   necessary to ensure that the shares of Buyer Common Stock issuable in
   the Merger or upon the exercise of the Adjusted Options have been
   approved for listing on the The Nasdaq Stock Market's National Market
   on or before the Merger Date; subject to official notice of issuance.

         Section 6.5. Organizational Structure. Effective as of the
   Merger Date and for a period of not less than two (2) years
   thereafter, the management of the Company shall report directly to
   most senior executive of the Buyer responsible for the Buyer's
   operations or to such other senior executive with comparable
   responsibilities as may be designated by the chief executive officer
   of the Buyer.

        Section 6.6. Board of Directors. On the Merger Date and for a
   period of not less than two (2) years thereafter, the Buyer shall
   cause the Company's Board of Directors to consist of seven (7)
   members. During such two year period, four (4) members of the Board of
   Directors shall be appointed by the Buyer, which members shall
   initially be Donald Johnson, David Rayburn, Ronald Hoover and a person
   to be designated by Buyer, and three (3) members shall be appointed by
   the Seller's representative, who shall be John Ryan. The Company's
   Board of Directors shall meet not less than quarterly. The expenses of
   the members of the Company's Board of Directors shall be paid by the
   Company.

                                  ARTICLE 7

                     COVENANTS OF BUYER AND THE COMPANY

        Section 7.1. Commercially Reasonable Efforts. (a) Subject to the
   terms and conditions of this Agreement, each party will use its
   commercially reasonable efforts to take, or cause to be taken, all
   actions and to do, or cause to be done, all things necessary, proper
   or advisable under applicable laws and regulations to consummate the
   Merger and the other transactions contemplated by this Agreement.

        (b) Neither Buyer nor the Company shall take any action, or omit
   to take any action, that would cause its representations and
   warranties contained herein to be inaccurate such that the conditions
   in Article 8 would not be satisfied.


                                    A-40







        Section 7.2. Cooperation. Without limiting the generality of
   Section 7.1(a), Buyer and the Company shall together, or pursuant to
   an allocation of responsibility to be agreed between them, coordinate
   and cooperate (i) in connection with the preparation of the Company
   Disclosure Documents and the Buyer Disclosure Documents, (ii) in
   determining whether any action by or in respect of, or filing with,
   any Governmental Authority is required, or any actions, consents,
   approvals or waivers are required to be obtained from parties to any
   material contracts, in connection with the consummation of the Merger
   or the other transactions contemplated by this Agreement, and (iii) in
   seeking any such actions, consents, approvals or waivers or making any
   such filings, furnishing information required in connection therewith
   or with the Company Disclosure Documents and the Buyer Disclosure
   Documents, and timely seeking to obtain any such actions, consents,
   approvals or waivers. Subject to the terms and conditions of this
   Agreement, Buyer and the Company will each use its reasonable best
   efforts to have the Form S-4 declared effective by the SEC under the
   1933 Act as promptly as practicable after the Form S-4 is filed with
   the SEC.

        Section 7.3. Public Announcements. Upon execution of this
   Agreement, the Buyer and the Company will each issue a press release,
   each in form satisfactory to the other party, announcing the
   transactions contemplated by this Agreement. The Buyer and the Company
   will consult with each other before issuing any other press release or
   making any public statement with respect to this Agreement and the
   transactions contemplated by this Agreement and, except, as may be
   required by applicable law or any listing or similar agreement with
   any securities exchange on which the Buyer Common Stock is listed,
   will not issue any such press release or make any such public
   statement prior to such consultation.

        Section 7.4. Further Assurances. At and after the Merger Date,
   the directors and officers of the Surviving Corporation will be
   authorized to execute and deliver, in the name and on behalf of the
   Company or Merger Sub, any deeds, bills of sale, assignments or
   assurances and to take and do, in the name and on behalf of the
   Company or Merger Sub, any other actions and things to vest, perfect
   or confirm of record or otherwise in the Surviving Corporation any and
   all right, title and interest in, to and under any of the rights,
   properties or assets of the Company acquired or to be acquired by the
   Surviving Corporation as a result of the Merger or otherwise carry out
   the provisions of the Agreement, and the Company and its officers and
   directors shall be deemed to have granted to the Surviving Corporation
   an irrevocable power of attorney in respect of the foregoing.

        Section 7.5. Notices of Certain Events. Each of the Company and
   Buyer shall promptly notify the other party of:





                                    A-41







        (a) any notice or other communication from any Person alleging
   that the consent of such Person is or may be required in connection
   with the transactions contemplated by this Agreement;

        (b) any notice or other communication from any Governmental
   Authority in connection with the transactions contemplated by this
   Agreement;

        (c) any Actions commenced or, to its Knowledge threatened
   against, relating to or involving or otherwise affecting such party
   that, if pending on the date of this Agreement, would have been
   required to have been disclosed pursuant to Section 3.11 or that
   relate to the consummation of the transactions contemplated by this
   Agreement; and

        (d) (i) the occurrence or nonoccurrence of any event the
   occurrence or nonoccurrence of which would cause any representation or
   warranty of such party contained in this Agreement to be untrue or
   inaccurate at or prior to the Merger Date, and (ii) any material
   failure of such party to comply with or satisfy any covenant,
   condition or agreement to be complied with or satisfied by it
   hereunder; provided, however, that the delivery of any notice pursuant
   to this Section 7.5(d) shall not limit or otherwise affect the
   remedies available hereunder to either Buyer or the Company, as
   applicable.

        Section 7.6. Director and Officer Liability. (a) From and after
   the Merger Date, the Buyer shall cause the Surviving Corporation to
   indemnify, defend and hold harmless any Person who is on the date
   hereof, or has been at any time prior to the date hereof, or who
   becomes prior to the Merger Date, an officer, director, or employee or
   agent (the "Indemnified Party") of the Company or any of its
   Subsidiaries against all losses, claims, damages, liabilities, costs
   and expenses (including attorney's fees and expenses), judgments,
   fines, losses, and amounts paid in settlement in connection with any
   actual or threatened action, suit, claim, proceeding or investigation
   (each a "Claim") to the extent that any such Claim is based on, or
   arises out of, (i) the fact that such Person is or was a director,
   officer, employee or agent of the Company or any of its Subsidiaries
   at any time prior to the Merger Date or is or was serving at the
   request of the Company or any of its Subsidiaries as a director,
   officer, employee or agent of another corporation, partnership, joint
   venture, trust or other enterprise at any time prior to the Merger
   Date, or (ii) this Agreement or any of the transactions contemplated
   hereby or thereby in each case to the extent that any such Claim
   pertains to any matter or fact arising, existing, or occurring prior
   to or at the Merger Date, regardless of whether such Claim is asserted
   or claimed prior to, at or after the Merger Date (the matters
   described in clauses (i) and (ii) the "Pre-Merger Matters") to the
   fullest extent that such Person is indemnified under the Company's
   articles of incorporation and by-laws in effect as of the date hereof,


                                    A-42







   including provisions relating to advancement of expenses incurred in
   the defense of any action or suit; provided that such indemnification
   shall be subject to any limitation imposed from time to time under
   applicable laws. Buyer and the Surviving Corporation shall also honor
   the indemnification agreements between the Company or any of its
   Subsidiaries, as the case may be, and any current or former officer or
   director of the Company or any such Subsidiary, as the case may be,
   existing on the date of this Agreement and which are listed in Section
   7.6 of the Company Disclosure Schedules (complete and accurate forms
   of which have been provided to Buyer).

        (b) Buyer and the Surviving Corporation agree that all rights to
   indemnification and all limitations or exculpation of liabilities
   existing in favor of the Indemnified Party as provided in the
   Company's articles of incorporation and by-laws as in effect as of the
   date hereof shall continue in full force and effect with respect to
   Pre-Merger Matters, without any amendment thereto, for a period of
   three years from the Merger Date to the extent such rights are
   consistent with Pennsylvania Law; provided that, in the event any
   Claim or Claims with respect to any such Pre-Merger Matters are
   asserted or made within such three year period, all rights to
   indemnification in respect of any such Claim or Claims shall continue
   until disposition of any and all such Claims; provided however, that
   any determination required to be made with respect to whether an
   Indemnified Party's conduct complies with the standards set forth
   under Pennsylvania Law, the Company's articles of incorporation or by-
   laws or such agreements, as the case may be, shall be made by
   independent legal counsel selected by the Indemnified Party and
   reasonably acceptable to Buyer, retained at Buyer's expense; and
   provided further, that nothing in this Section 7.6 shall impair any
   rights or obligations of any present or former directors or officers
   of the Company.

        (c) Buyer or the Surviving Corporation shall provide directors
   and officers of the Company officers' and directors' liability
   insurance coverage as of the Merger Date ("D&O Insurance") with
   respect to Pre-Merger Matters for a period of not less than three
   years after the Merger Date which coverage will be substantially
   similar to the Company's existing D&O Insurance including, without
   limitation, an overall coverage amount not less than the overall
   coverage amount under the Company's existing D&O Insurance, policy, a
   complete and accurate copy of which is included in Section 3.25 of the
   Company Disclosure Schedules.

        Section 7.7. Governmental Authorization. Each of Buyer and the
   Company shall take all actions by or in respect of, or make all
   filings with, any Governmental Authority required for the execution,
   delivery and performance by Buyer and the Company of this Agreement
   and the consummation by Buyer and the Company of the transactions
   contemplated by this Agreement, including compliance with any
   requirements referred to in Section 3.3 or Section 4.3.


                                    A-43







        Section 7.8. Certain Corporate Matters. Buyer shall take all
   necessary corporate action for the amendment to or establishment of
   the Buyer Stock Option Plan contemplated by Section 1.4 hereof.

        Section 7.9. Employment. As of the Merger Date, Buyer shall
   assume the obligations of the Company to perform any and all
   employment and severance agreements identified in Section 7.9 of the
   Company Disclosure Schedules.

        Section 7.10. Tax-Free Reorganization. None of the Company, the
   Buyer or any Subsidiary of the Company or the Buyer shall take any
   action, or omit to take any action, which action or omission would
   cause the Merger not to qualify as a reorganization under Section
   368(a) of the Code.

        Section 7.11. Pooling. (a) From and after the date hereof and
   until the expiration of the Restricted Period, none of Company or the
   Buyer shall take, or shall permit any of their respective Subsidiaries
   to take, and the Company and the Buyer shall use their respective best
   efforts to cause their respective affiliates not to take, any action,
   or fail to take any action, that would jeopardize the treatment of the
   transactions contemplated hereby as a pooling of interests. The
   "Restricted Period" shall mean the period commencing on the date
   hereof and terminating on the date on which at least thirty days of
   combined operations are publicly announced by the Buyer in an annual
   report on Form 10-K, a quarterly report on Form 10-Q, or a current
   report on Form 8-K, or in such other manner as may be agreed upon by
   the parties.

        (b) Without limitation of the provisions of Section 7.11(a), the
   Company and the Buyer shall each use reasonable commercial efforts to
   cure any inability to treat the Merger as a pooling of interests, to
   the extent that such inability arises out of transactions involving
   shares of the Company's or the Buyer's capital stock and to the extent
   that the Company or the Buyer is able to cure such inability.

                                  ARTICLE 8

                          CONDITIONS TO THE MERGER

        Section 8.1. Conditions to the Obligations of Each Party. The
   obligations of Buyer and the Company to consummate the Merger are
   subject to the satisfaction of the following conditions:

        (a) this Agreement and the transactions contemplated by this
   Agreement shall have been adopted by the shareholders of the Company
   in accordance with Pennsylvania Law;

        (b) any applicable waiting period under the HSR Act and any
   applicable pre-merger notification or similar statutes and rules shall
   have expired;


                                    A-44







        (c) no provision of any applicable law or regulation and no
   judgment, injunction, order or decree of a court of competent
   jurisdiction shall prohibit the consummation of the Merger;

        (d) no Action shall be instituted by any Governmental Authority
   which seeks to prevent consummation of the Merger or seeking material
   damages in connection with the transactions contemplated hereby which
   continues to be outstanding.

        (e) the Form S-4 shall have been declared effective under the
   1933 Act and no stop order suspending the effectiveness of the Form S-
   4 shall be in effect and no proceedings for such purpose shall be
   pending before or threatened by the SEC;

        (f) the shares of Buyer Common Stock issuable in the Merger or
   upon the exercise of the Adjusted Options shall have been approved for
   listing on The Nasdaq Stock Market's National Market, subject to
   official notice of issuance;

        (g) all actions by or in respect of or filings with any
   Governmental Authority required to permit the consummation of the
   Merger shall have been made or obtained other than any such actions or
   filings, the failure of which to make or obtain shall not be
   reasonably likely to have a Material Adverse Effect on Buyer or the
   Company;

        (h) each party shall have received from the other party such
   other closing documents, certificates and legal opinions reasonably
   requested by such party to evidence the other party's compliance with
   the conditions to the Merger under this Agreement; and

        (i) The Buyer's independent public accountants shall have
   delivered to Buyer and the Company a letter dated the Merger Date,
   stating to Buyer's and Company's reasonable satisfaction that they
   concur with Buyer management that the business combination
   contemplated by this Agreement qualifies for treatment for financial
   purposes on a pooling of interests basis.

        Section 8.2. Conditions to the Obligations of Buyer. The
   obligations of Buyer to consummate the Merger are subject to the
   satisfaction of the following further conditions:

        (a) (i) The Company shall have performed in all material respects
   all of its obligations hereunder required to be performed by it at or
   prior to the Merger Date, (ii) the representations and warranties of
   the Company contained in this Agreement that are qualified as to
   materiality shall be true and correct at and as of the Merger Date, as
   if made at and as of the Merger Date and the representations and
   warranties of the Company that are not so qualified shall be true and
   correct in all material respects at and as of the Merger Date, as if
   made at and as of the Merger Date, and (iii) Buyer shall have received


                                    A-45







   a certificate signed by an executive officer of the Company to the
   foregoing effect;

        (b) All consents and approvals of third parties to the
   transactions contemplated by this Agreement shall have been obtained,
   and all notices with respect to the transactions contemplated by this
   Agreement and required to be delivered prior to the Merger Date shall
   have been delivered;

        (c) Holders of not more than 2% of the Company Common Stock, on a
   fully diluted basis, shall have exercised, and not withdrawn or failed
   to perfect, dissenters rights under the Pennsylvania Law;

        (d) The Buyer shall have received from Schiff Hardin & Waite,
   counsel to the Buyer, an opinion, dated the Merger Date, to the effect
   that the Merger will constitute a "reorganization" within the meaning
   of Section 368(a) of the Code, and that the Buyer and the Company will
   each be a party to such reorganization within the meaning of Section
   368(b) of the Code. The tax opinion shall be supported by one or more
   fact certificates or affidavits from the Company and its Subsidiaries,
   in such form and content as may reasonably be requested by counsel to
   the Buyer;

        (f) At any time after the date of this Agreement, there shall not
   have occurred any material adverse change to the Company and its
   Subsidiaries, taken as a whole;

        (g) The Company shall have entered into employment agreements
   with each of Donald M. Ernst, Jerry E. Toth, David R. Longsderff,
   Lawrence Bostwick, George Meyer, and John Molony, and such employment
   agreements shall be in full force and effect on the Merger Date; and

        (h) The License Agreement, dated January 17, 1998, between the
   Company and Yeh-Chaing Technology Corporation, as amended by the
   Addendum dated April 29, 1999, and the Trademark License, dated
   January 17, 1998, between the Company and Yeh-Chaing Technology
   Corporation, shall have been terminated in accordance with the terms
   of the Agreement, dated September 29, 2000, between the Company and
   Yeh-Chaing Technology Corporation.

        Section 8.3. Conditions to the Obligations of the Company. The
   obligations of the Company to consummate the Merger are subject to the
   satisfaction of the following further conditions:

        (a)(i) the Buyer shall have performed in all material respects
   all of its obligations hereunder required to be performed by it at or
   prior to the Merger Date, (ii) the representations and warranties of
   Buyer and Merger Sub contained in this Agreement shall be true and
   correct at and as of the Merger Date, as if made at and as of the
   Merger Date (except to the extent expressly made as of an earlier
   date, in which case as of such date), and (iii) the Company shall have


                                    A-46







   received a certificate signed by an executive officer of Buyer to the
   foregoing effect; and

        (b) The Buyer shall have received from Pepper Hamilton LLP,
   counsel to the Buyer, an opinion, dated the Merger Date, to the effect
   that the Merger will constitute a "reorganization" within the meaning
   of Section 368(a) of the Code, that the Buyer and the Company will
   each be a party to such reorganization within the meaning of Section
   368(b) of the Code, and that no gain or loss will be recognized by the
   holders of Company Stock upon the receipt of Buyer Common Stock in
   exchange for their shares of Company Stock, except to the extent of
   any cash received in lieu of a fractional share of Buyer Common Stock.
   The tax opinion shall be supported by one or more fact certificates or
   affidavits from the Buyer and its Subsidiaries, in such form and
   content as may reasonably be requested by Pepper Hamilton LLP.

                                  ARTICLE 9

                                 TERMINATION

        Section 9.1. Termination. This Agreement may be terminated and
   the Merger may be abandoned at any time prior to the Merger Date
   (notwithstanding any approval or adoption of this Agreement by the
   stockholders of the Company or the shareholders of Buyer):

        (a) by mutual written consent of the Company and Buyer;

        (b) by either the Company or Buyer, if there shall be any law or
   regulation that makes consummation of the Merger illegal or otherwise
   prohibited or if any judgment, injunction, order or decree enjoining
   Buyer or the Company from consummating the Merger is entered and such
   judgment, injunction, order or decree shall have become final and non-
   appealable; (provided that any judgment, injunction, order or decree
   other than a temporary restraining order shall be deemed to have
   become final and non-appealable thirty days following the entry
   thereof);

        (c) by Buyer, upon a breach of any representation, warranty,
   covenant or agreement of the Company, or if any representation or
   warranty of the Company shall become untrue, the effect of which is a
   Material Adverse Effect on the Company, provided that in either case
   such breach cannot or has not been cured within twenty (20) days after
   giving notice of such breach;

        (d) by the Company, upon a breach of any representation,
   warranty, covenant or agreement of Buyer, or if any representation or
   warranty of Buyer shall become untrue, the effect of which is a
   Material Adverse Effect on Buyer, provided that in either case such
   breach cannot or has not been cured within twenty (20) days after
   giving notice of such breach; or



                                    A-47







        (e) by either of Buyer or Company, if the transaction
   contemplated by this Agreement shall not have been consummated on or
   before one hundred eighty (180) days from the date of this Agreement;
   provided, however, that the right to terminate this Agreement under
   this Section 9.1(e) shall not be available to any party whose breach
   of any obligation under this Agreement has been the cause of, or
   resulted in, the failure of such transaction to occur on or before
   such date.

        The party desiring to terminate this Agreement pursuant to this
   Section 9.1 shall give written notice of such termination to the other
   party in accordance with Section 10.1.

        Section 9.2. Effect of Termination. If this Agreement is
   terminated pursuant to Section 9.1, this Agreement shall become void
   and of no effect with no liability on the part of any party hereto,
   except that the agreements contained in the second sentence of Section
   5.6, this Section 9.2 and Article 10 shall survive the termination
   hereof. Notwithstanding the foregoing, nothing in this Section 9.2
   shall relieve any party to this Agreement of liability for a breach of
   any representation or warranty or other provision of this Agreement
   prior to termination.

                                 ARTICLE 10

                                MISCELLANEOUS

        Section 10.1. Notices. All notices, requests and other
   communications to any party hereunder shall be in writing (including
   telecopy or similar writing) and shall be given,

        if to either Buyer Party, to:

             Modine Manufacturing Company
             1500 DeKoven Avenue
             Racine, Wisconsin  53403
             Fax:  (262) 636-1424
             Attention: President

        with a copy to:

             Modine Manufacturing Company
             1500 DeKoven Avenue
             Racine, Wisconsin  53403
             Fax:  (262) 636-1424
             Attention: General Counsel

        and
             Schiff Hardin & Waite
             1101 Connecticut Avenue
             Washington, D.C. 20036


                                    A-48







             Fax: (202) 778-6460
             Attention: Shirley M. Lukitsch, Esq.

        if to the Company, to:

             Thermacore International, Inc.
             780 Eden Road
             Lancaster, PA 17601
             Fax: (717) 569-3258
             Attention:   Chairman

        with a copy to:

             Pepper Hamilton LLP
             1235 Westlakes Drive, Suite 400
             Berwyn, PA 19312
             Fax: (610) 640-7835
             Attention:   James D. Rosener, Esq.

   or to such other address or telecopy number as such party may
   hereafter specify for the purpose by notice given to the other parties
   in accordance with this Section 10.1. Each such notice, request or
   other communication shall be effective (a) if given by telecopy, when
   such telecopy is transmitted to the telecopy number specified in this
   Section and the appropriate telecopy confirmation is received (b) if
   by overnight delivery service, with proof of delivery, the next
   business day or (c) if given by any other means, when delivered at the
   address specified in this Section.

        Section 10.2. Entire Agreement; Non-Survival of Representations
   and Warranties; No Third Party Beneficiaries. (a) This Agreement and
   the Confidentiality Agreement, dated August 11, 2000, between the
   Buyer and the Company constitute the entire agreement among the
   parties with respect to the subject matter hereof and thereof and
   supersede all prior agreements, understandings and negotiations, both
   written and oral, between the parties with respect to such subject
   matter. None of this Agreement or any other agreement contemplated
   hereby or thereby (or any provision hereof or thereof) is intended to
   confer on or give any Person other than the parties hereto or thereto
   any rights or remedies (except that Section 7.6 is intended to confer
   rights and remedies on the respective Persons specified therein).

        (b) The representations and warranties contained herein shall not
   survive the Merger Date.

        Section 10.3. Amendments; No Waivers. (a) Any provision of this
   Agreement may be amended or waived prior to the Merger Date if, and
   only if, such amendment or waiver is in writing and signed, in the
   case of an amendment, by the Company and Buyer or, in the case of a
   waiver, by the party against whom the waiver is to be effective;
   provided that after the adoption of this Agreement by the shareholders


                                    A-49







   of the Company, no such amendment or waiver shall, without the further
   approval of such shareholders, alter or change (A) the amount or kind
   of consideration to be received in exchange for any shares of capital
   stock of the Company, or (B) any of the terms or conditions of this
   Agreement if such alteration or change would adversely affect the
   holders of any shares of capital stock of the Company. Notwithstanding
   the foregoing, the conditions set forth in Section 8.1 may be amended
   or waived only to the extent, if any, permitted under applicable law.

        (b) No failure or delay by any party in exercising any right,
   power or privilege hereunder shall operate as a waiver thereof nor
   shall any single or partial exercise thereof preclude any other or
   further exercise thereof or the exercise of any other right, power or
   privilege. The rights and remedies herein provided shall be cumulative
   and not exclusive of any rights or remedies provided by law.

        Section 10.4. Expenses. (a) Except as otherwise provided in this
   Section, all costs and expenses incurred in connection with this
   Agreement shall be paid by the party incurring such cost or expense.

        (b) Each of Buyer and the Company shall bear and pay one- half of
   the costs and expenses incurred in connection with the filing,
   printing and mailing of the Form S-4 and the Company Proxy Statement
   (including SEC filing fees but excluding legal and accounting fees
   related thereto).

        (c) Buyer's right to receive any amounts contemplated by this
   Section 10.4, and its ability to enforce the provisions of Section
   10.4 shall not be subject to approval by the stockholders of the
   Company.

        Section 10.5.  Dollar Amounts. All dollar amounts in this
   Agreement refer to United States Dollars.

        Section 10.6. Successors and Assigns. The provisions of this
   Agreement shall be binding upon and inure to the benefit of the
   parties hereto and their respective successors and assigns; provided
   that no party may assign, delegate or otherwise transfer any of its
   rights or obligations under this Agreement without the consent of the
   other parties hereto; provided further that Buyer may assign its
   rights, but not its obligations, under this Agreement to a wholly-
   owned subsidiary of Buyer.

        Section 10.7. Governing Law. This Agreement shall be construed in
   accordance with and governed by the law of the Commonwealth of
   Pennsylvania (without regard to principles of conflict of laws).

        Section 10.8. Counterparts; Effectiveness. This Agreement may be
   signed in any number of counterparts, each of which shall be an
   original, with the same effect as if the signatures thereto and hereto
   were upon the same instrument. This Agreement shall become effective


                                    A-50







   when each party hereto shall have received counterparts hereof signed
   by all of the other parties hereto.

                          [SIGNATURE PAGE FOLLOWS]

















































                                    A-51








        IN WITNESS WHEREOF, the parties hereto have caused this Agreement
   to be duly executed by their respective authorized officers as of the
   day and year first above written.

                            MODINE MANUFACTURING COMPANY


                            By:   s/Donald R. Johnson
                                 ----------------------------------------
                            Name: Donald R. Johnson
                                 ---------------------------------------
                            Title: President and Chief Executive Officer
                                 --------------------------------------

                            THERMACORE INTERNATIONAL, INC.


                            By:   s/L. Ronald Hoover
                                 ---------------------------------------
                            Name: L. Ronald Hoover
                                 ---------------------------------------
                            Title: CEO - Chairman
                                  --------------------------------------

                            MODINE MERGER CO.


                            By:   /s/David B. Rayburn
                                 ----------------------------------------
                            Name: David B. Rayburn
                                 ---------------------------------------
                            Title: President
                                 --------------------------------------
















                                    A-52








                                                                  ANNEX B
                                                                  -------
               PENNSYLVANIA STATUTES AND CONSOLIDATED STATUTES
                      BUSINESS CORPORATION LAW OF 1988

           TITLE 15. CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

                      CHAPTER 19.  FUNDAMENTAL CHANGES
                    SUBCHAPTER C.  MERGER, CONSOLIDATION,
                     SHARE EXCHANGES AND SALE OF ASSETS

   SECTION 1930.  DISSENTERS RIGHTS

    (A) GENERAL RULE.-If any shareholder of a domestic business
   corporation that is to be a party to a merger or consolidation
   pursuant to a plan of merger or consolidation objects to the plan of
   merger or consolidation and complies with the provisions of Subchapter
   D of Chapter 15 (relating to dissenters rights), the shareholder shall
   be entitled to the rights and remedies of dissenting shareholders
   therein provided, if any.  See also section 1906(c) (relating to
   dissenters rights upon special treatment).

    (B) PLANS ADOPTED BY DIRECTORS ONLY.-Except as otherwise provided
   pursuant to section 1571(c) (relating to grant of optional dissenters
   rights), Subchapter D of Chapter 15 shall not apply to any of the
   shares of a corporation that is a party to a merger or consolidation
   pursuant to section 1924(b)(1)(i) (relating to adoption by board of
   directors).

    (C) CROSS REFERENCES.-See sections 1571(b) (relating to exceptions)
   and 11904 (relating to de facto transaction doctrine abolished).


             CHAPTER 15. CORPORATE POWERS, DUTIES AND SAFEGUARDS
                       SUBCHAPTER D. DISSENTERS RIGHTS

   SECTION 1571. APPLICATION AND EFFECT OF SUBCHAPTER

   (A) GENERAL RULE.--Except as otherwise provided in subsection (b), any
   shareholder of a business corporation shall have the right to dissent
   from, and to obtain payment of the fair value of his shares in the
   event of, any corporate action, or to otherwise obtain fair value for
   his shares, where this part expressly provides that a shareholder
   shall have the rights and remedies provided in this Subchapter.  See:

   Section 1906(c) (relating to dissenters rights upon special
   treatment).

   Section 1930 (relating to dissenters rights).

   Section 1931(d) (relating to dissenters rights in share exchanges).

   Section 1932(c) (relating to dissenters rights in asset transfers).







   Section 1952(d) (relating to dissenters rights in division).

   Section 1962(c) (relating to dissenters rights in conversion).

   Section 2104(b) (relating to procedure).

   Section 2324 (relating to corporation option where a restriction on
   transfer of a security is held invalid).

   Section 2325(b) (relating to minimum vote requirement).

   Section 2704(c) (relating to dissenters rights upon election).

   Section 2705(d) (relating to dissenters rights upon renewal of
   election).

   Section 2907(a) (relating to proceedings to terminate breach of
   qualifying conditions).

   Section 7104(b)(3) (relating to procedure).

    (B) EXCEPTIONS.--

      (1) Except as otherwise provided in paragraph (2), the holders of
   the shares of any class or series of shares that, at the record date
   fixed to determine the shareholders entitled to notice of and to vote
   at the meeting at which a plan specified in any of section 1930,
   1931(d), 1932(c) or 1952(d) is to be voted on, are either:

      (i) listed on a national securities exchange; or

      (ii) held of record by more than 2,000 shareholders;

    shall not have the right to obtain payment of the fair value of any
   such shares under this Subchapter.

      (2) Paragraph (1) shall not apply to and dissenters rights shall be
   available without regard to the exception provided in that paragraph
   in the case of:

      (i) Shares converted by a plan if the shares are not converted
   solely into shares of the acquiring, surviving, new or other
   corporation or solely into such shares and money in lieu of fractional
   shares.

      (ii) Shares of any preferred or special class unless the articles,
   the plan or the terms of the transaction entitle all shareholders of
   the class to vote thereon and require for the adoption of the plan or
   the effectuation of the transaction the affirmative vote of a majority
   of the votes cast by all shareholders of the class.



                                     B-2







      (iii) Shares entitled to dissenters rights under section 1906(c)
   (relating to dissenters rights upon special treatment).

      (3) The shareholders of a corporation that acquires by purchase,
   lease, exchange or other disposition all or substantially all of the
   shares, property or assets of another corporation by the issuance of
   shares, obligations or otherwise, with or without assuming the
   liabilities of the other corporation and with or without the
   intervention of another corporation or other person, shall not be
   entitled to the rights and remedies of dissenting shareholders
   provided in this Subchapter regardless of the fact, if it be the case,
   that the acquisition was accomplished by the issuance of voting shares
   of the corporation to be outstanding immediately after the acquisition
   sufficient to elect a majority or more of the directors of the
   corporation.

   (C) GRANT OF OPTIONAL DISSENTERS RIGHTS.--The bylaws or a resolution
   of the board of directors may direct that all or a part of the
   shareholders shall have dissenters rights in connection with any
   corporate action or other transaction that would otherwise not entitle
   such shareholders to dissenters rights.

   (D) NOTICE OF DISSENTERS RIGHTS.--Unless otherwise provided by
   statute, if a proposed corporate action that would give rise to
   dissenters rights under this subpart is submitted to a vote at a
   meeting of shareholders, there shall be included in or enclosed with
   the notice of meeting:

      (1) a statement of the proposed action and a statement that the
   shareholders have a right to dissent and obtain payment of the fair
   value of their shares by complying with the terms of this Subchapter;
   and

      (2) a copy of this Subchapter.

   (E) OTHER STATUTES.--The procedures of this Subchapter shall also be
   applicable to any transaction described in any statute other than this
   part that makes reference to this Subchapter for the purpose of
   granting dissenters rights.

   (F) CERTAIN PROVISIONS OF ARTICLES INEFFECTIVE.--This Subchapter may
   not be relaxed by any provision of the articles.

   (G) CROSS REFERENCES.--See sections 1105 (relating to restriction on
   equitable relief), 1904 (relating to de facto transaction doctrine
   abolished) and 2512 (relating to dissenters rights procedure).

   SECTION 1572. DEFINITIONS

    The following words and phrases when used in this Subchapter shall
   have the meanings given to them in this section unless the context
   clearly indicates otherwise:

                                     B-3







   "CORPORATION."  The issuer of the shares held or owned by the
   dissenter before the corporate action or the successor by merger,
   consolidation, division, conversion or otherwise of that issuer.  A
   plan of division may designate which of the resulting corporations is
   the successor corporation for the purposes of this Subchapter.  The
   successor corporation in a division shall have sole responsibility for
   payments to dissenters and other liabilities under this Subchapter
   except as otherwise provided in the plan of division.

   "DISSENTER."  A shareholder or beneficial owner who is entitled to and
   does assert dissenters rights under this Subchapter and who has
   performed every act required up to the time involved for the assertion
   of those rights.

   "FAIR VALUE."  The fair value of shares immediately before the
   effectuation of the corporate action to which the dissenter objects,
   taking into account all relevant factors, but excluding any
   appreciation or depreciation in anticipation of the corporate action.

   "INTEREST."  Interest from the effective date of the corporate action
   until the date of payment at such rate as is fair and equitable under
   all the circumstances, taking into account all relevant factors,
   including the average rate currently paid by the corporation on its
   principal bank loans.

   SECTION 1573. RECORD AND BENEFICIAL HOLDERS AND OWNERS

   (A) RECORD HOLDERS OF SHARES.--A record holder of shares of a business
   corporation may assert dissenters rights as to fewer than all of the
   shares registered in his name only if he dissents with respect to all
   the shares of the same class or series beneficially owned by any one
   person and discloses the name and address of the person or persons on
   whose behalf he dissents.  In that event, his rights shall be
   determined as if the shares as to which he has dissented and his other
   shares were registered in the names of different shareholders.

   (B) BENEFICIAL OWNERS OF SHARES.--A beneficial owner of shares of a
   business corporation who is not the record holder may assert
   dissenters rights with respect to shares held on his behalf and shall
   be treated as a dissenting shareholder under the terms of this
   Subchapter if he submits to the corporation not later than the time of
   the assertion of dissenters rights a written consent of the record
   holder.  A beneficial owner may not dissent with respect to some but
   less than all shares of the same class or series owned by the owner,
   whether or not the shares so owned by him are registered in his name.

   SECTION 1574. NOTICE OF INTENTION TO DISSENT

    If the proposed corporate action is submitted to a vote at a meeting
   of shareholders of a business corporation, any person who wishes to
   dissent and obtain payment of the fair value of his shares must file
   with the corporation, prior to the vote, a written notice of intention

                                     B-4







   to demand that he be paid the fair value for his shares if the
   proposed action is effectuated, must effect no change in the
   beneficial ownership of his shares from the date of such filing
   continuously through the effective date of the proposed action and
   must refrain from voting his shares in approval of such action.  A
   dissenter who fails in any respect shall not acquire any right to
   payment of the fair value of his shares under this Subchapter.
   Neither a proxy nor a vote against the proposed corporate action shall
   constitute the written notice required by this section.

   SECTION 1575. NOTICE TO DEMAND PAYMENT

   (A) GENERAL RULE.--If the proposed corporate action is approved by the
   required vote at a meeting of shareholders of a business corporation,
   the corporation shall mail a further notice to all dissenters who gave
   due notice of intention to demand payment of the fair value of their
   shares and who refrained from voting in favor of the proposed action.
   If the proposed corporate action is to be taken without a vote of
   shareholders, the corporation shall send to all shareholders who are
   entitled to dissent and demand payment of the fair value of their
   shares a notice of the adoption of the plan or other corporate action.
   In either case, the notice shall:

     (1) State where and when a demand for payment must be sent and
   certificates for certificated shares must be deposited in order to
   obtain payment.

     (2) Inform holders of uncertificated shares to what extent transfer
   of shares will be restricted from the time that demand for payment is
   received.

     (3) Supply a form for demanding payment that includes a request for
   certification of the date on which the shareholder, or the person on
   whose behalf the shareholder dissents, acquired beneficial ownership
   of the shares.

     (4) Be accompanied by a copy of this Subchapter.

   (B) TIME FOR RECEIPT OF DEMAND FOR PAYMENT.--The time set for receipt
   of the demand and deposit of certificated shares shall be not less
   than 30 days from the mailing of the notice.

   SECTION 1576. FAILURE TO COMPLY WITH NOTICE TO DEMAND PAYMENT, ETC.

   (A) EFFECT OF FAILURE OF SHAREHOLDER TO ACT.--A shareholder who fails
   to timely demand payment, or fails (in the case of certificated
   shares) to timely deposit certificates, as required by a notice
   pursuant to section 1575 (relating to notice to demand payment) shall
   not have any right under this Subchapter to receive payment of the
   fair value of his shares.



                                     B-5







   (B) RESTRICTION ON UNCERTIFICATED SHARES.--If the shares are not
   represented by certificates, the business corporation may restrict
   their transfer from the time of receipt of demand for payment until
   effectuation of the proposed corporate action or the release of
   restrictions under the terms of section 1577(a) (relating to failure
   to effectuate corporate action).

   (C) RIGHTS RETAINED BY SHAREHOLDER.--The dissenter shall retain all
   other rights of a shareholder until those rights are modified by
   effectuation of the proposed corporate action.

   SECTION 1577. RELEASE OF RESTRICTIONS OR PAYMENT FOR SHARES

   (A) FAILURE TO EFFECTUATE CORPORATE ACTION.--Within 60 days after the
   date set for demanding payment and depositing certificates, if the
   business corporation has not effectuated the proposed corporate
   action, it shall return any certificates that have been deposited and
   release uncertificated shares from any transfer restrictions imposed
   by reason of the demand for payment.

   (B) RENEWAL OF NOTICE TO DEMAND PAYMENT.--When uncertificated shares
   have been released from transfer restrictions and deposited
   certificates have been returned, the corporation may at any later time
   send a new notice conforming to the requirements of section 1575
   (relating to notice to demand payment), with like effect.

   (C) PAYMENT OF FAIR VALUE OF SHARES.--Promptly after effectuation of
   the proposed corporate action, or upon timely receipt of demand for
   payment if the corporate action has already been effectuated, the
   corporation shall either remit to dissenters who have made demand and
   (if their shares are certificated) have deposited their certificates
   the amount that the corporation estimates to be the fair value of the
   shares, or give written notice that no remittance under this section
   will be made.  The remittance or notice shall be accompanied by:

     (1) The closing balance sheet and statement of income of the issuer
   of the shares held or owned by the dissenter for a fiscal year ending
   not more than 16 months before the date of remittance or notice
   together with the latest available interim financial statements.

     (2) A statement of the corporation's estimate of the fair value of
   the shares.

     (3) A notice of the right of the dissenter to demand payment or
   supplemental payment, as the case may be, accompanied by a copy of
   this Subchapter.

   (D) FAILURE TO MAKE PAYMENT.--If the corporation does not remit the
   amount of its estimate of the fair value of the shares as provided by
   subsection (c), it shall return any certificates that have been
   deposited and release uncertificated shares from any transfer
   restrictions imposed by reason of the demand for payment.  The

                                     B-6







   corporation may make a notation on any such certificate or on the
   records of the corporation relating to any such uncertificated shares
   that such demand has been made.  If shares with respect to which
   notation has been so made shall be transferred, each new certificate
   issued therefor or the records relating to any transferred
   uncertificated shares shall bear a similar notation, together with the
   name of the original dissenting holder or owner of such shares.  A
   transferee of such shares shall not acquire by such transfer any
   rights in the corporation other than those that the original dissenter
   had after making demand for payment of their fair value.

   SECTION 1578. ESTIMATE BY DISSENTER OF FAIR VALUE OF SHARES

   (A) GENERAL RULE.--If the business corporation gives notice of its
   estimate of the fair value of the shares, without remitting such
   amount, or remits payment of its estimate of the fair value of a
   dissenter's shares as permitted by section 1577(c) (relating to
   payment of fair value of shares) and the dissenter believes that the
   amount stated or remitted is less than the fair value of his shares,
   he may send to the corporation his own estimate of the fair value of
   the shares, which shall be deemed a demand for payment of the amount
   or the deficiency.

   (B) EFFECT OF FAILURE TO FILE ESTIMATE.--Where the dissenter does not
   file his own estimate under subsection (a) within 30 days after the
   mailing by the corporation of its remittance or notice, the dissenter
   shall be entitled to no more than the amount stated in the notice or
   remitted to him by the corporation.

   SECTION 1579. VALUATION PROCEEDINGS GENERALLY

   (A) GENERAL RULE.--Within 60 days after the latest of:

   (1) effectuation of the proposed corporate action;

   (2) timely receipt of any demands for payment under section 1575
   (relating to notice to demand payment); or

   (3) timely receipt of any estimates pursuant to section 1578 (relating
   to estimate by dissenter of fair value of shares);

   if any demands for payment remain unsettled, the business corporation
   may file in court an application for relief requesting that the fair
   value of the shares be determined by the court.

   (B) MANDATORY JOINDER OF DISSENTERS.--All dissenters, wherever
   residing, whose demands have not been settled shall be made parties to
   the proceeding as in an action against their shares.  A copy of the
   application shall be served on each such dissenter.  If a dissenter is
   a nonresident, the copy may be served on him in the manner provided or
   prescribed by or pursuant to 42 Pa.C.S. Ch. 53 (relating to bases of
   jurisdiction and interstate and international procedure).

                                     B-7







   (C) JURISDICTION OF THE COURT.--The jurisdiction of the court shall be
   plenary and exclusive.  The court may appoint an appraiser to receive
   evidence and recommend a decision on the issue of fair value.  The
   appraiser shall have such power and authority as may be specified in
   the order of appointment or in any amendment thereof.

   (D) MEASURE OF RECOVERY.--Each dissenter who is made a party shall be
   entitled to recover the amount by which the fair value of his shares
   is found to exceed the amount, if any, previously remitted, plus
   interest.

   (E) EFFECT OF CORPORATION'S FAILURE TO FILE APPLICATION.--If the
   corporation fails to file an application as provided in subsection
   (a), any dissenter who made a demand and who has not already settled
   his claim against the corporation may do so in the name of the
   corporation at any time within 30 days after the expiration of the 60-
   day period.  If a dissenter does not file an application within the
   30-day period, each dissenter entitled to file an application shall be
   paid the corporation's estimate of the fair value of the shares and no
   more, and may bring an action to recover any amount not previously
   remitted.

   SECTION 1580. COSTS AND EXPENSES OF VALUATION PROCEEDINGS

   (A) GENERAL RULE.--The costs and expenses of any proceeding under
   section 1579 (relating to valuation proceedings generally), including
   the reasonable compensation and expenses of the appraiser appointed by
   the court, shall be determined by the court and assessed against the
   business corporation except that any part of the costs and expenses
   may be apportioned and assessed as the court deems appropriate against
   all or some of the dissenters who are parties and whose action in
   demanding supplemental payment under section 1578 (relating to
   estimate by dissenter of fair value of shares) the court finds to be
   dilatory, obdurate, arbitrary, vexatious or in bad faith.

   (B) ASSESSMENT OF COUNSEL FEES AND EXPERT FEES WHERE LACK OF GOOD
   FAITH APPEARS.--Fees and expenses of counsel and of experts for the
   respective parties may be assessed as the court deems appropriate
   against the corporation and in favor of any or all dissenters if the
   corporation failed to comply substantially with the requirements of
   this Subchapter and may be assessed against either the corporation or
   a dissenter, in favor of any other party, if the court finds that the
   party against whom the fees and expenses are assessed acted in bad
   faith or in a dilatory, obdurate, arbitrary or vexatious manner in
   respect to the rights provided by this Subchapter.

   (C) AWARD OF FEES FOR BENEFITS TO OTHER DISSENTERS.--If the court
   finds that the services of counsel for any dissenter were of
   substantial benefit to other dissenters similarly situated and should
   not be assessed against the corporation, it may award to those counsel
   reasonable fees to be paid out of the amounts awarded to the
   dissenters who were benefited.

                                     B-8







              PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

   ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Modine is incorporated under the Wisconsin Business Corporation
   Law.  Under Section 180.0851(1) of the Wisconsin law, Modine is
   required to indemnify a director or officer, to the extent such person
   is successful on the merits or otherwise in the defense of a
   proceeding, for all reasonable expenses incurred in the proceeding if
   such person was a party because he or she was a director or officer of
   Modine.  In all other cases, Modine is required by Section 180.0851(2)
   of the Wisconsin law to indemnify a director or officer against
   liability incurred in a proceeding to which such person was a party
   because he or she was an officer or director of Modine, unless it is
   determined that he or she breached or failed to perform a duty owed to
   Modine and the breach or failure to perform constitutes: (i) a willful
   failure to deal fairly with Modine or its shareholders in connection
   with a matter in which the director or officer has a material conflict
   of interest; (ii) a violation of criminal law, unless the director or
   officer had reasonable cause to believe his or her conduct was lawful
   or no reasonable cause to believe his or her conduct was unlawful;
   (iii) a transaction from which the director or officer derived an
   improper personal profit; or (iv) willful misconduct. Section
   180.0858(1) of the Wisconsin law provides that, subject to certain
   limitations, the mandatory indemnification provisions do not preclude
   any additional right to indemnification or allowance of expenses that
   a director or officer may have under Modine's articles of
   incorporation, bylaws, a written agreement or a resolution of the
   board of directors or shareholders.

        Section 180.0859 of the Wisconsin law provides that it is the
   public policy of the State of Wisconsin to require or permit
   indemnification, allowance of expenses and insurance to the extent
   required or permitted under Sections 180.0850 to 180.0858 of the
   Wisconsin law for any liability incurred in connection with a
   proceeding involving a federal or state statute, rule or regulation
   regulating the offer, sale or purchase of securities.

        Section 180.0828 of the Wisconsin law provides that, with certain
   exceptions, a director is not liable to a corporation, its
   shareholders, or any person asserting rights on behalf of the
   corporation or its shareholders, for damages, settlements, fees,
   fines, penalties or other monetary liabilities arising from a breach
   of, or failure to perform, any duty resulting solely from his or her
   status as a director, unless the person asserting liability proves
   that the breach or failure to perform constitutes any of the four
   exceptions to mandatory indemnification under Section 180.0851(2)
   referred to above.

        Under Section 180.0833 of the Wisconsin law, directors of Modine
   against whom claims are asserted with respect to the declaration of an
   improper dividend or other distribution to shareholders to which the

                                    II-1







   directors assented are entitled to contribution from other directors
   who assented to such distribution and from shareholders who knowingly
   accepted the improper distribution, as provided therein.

        Article IV of Modine's bylaws contains provisions that generally
   parallel the indemnification provisions of the Wisconsin law.
   Directors and officers of Modine are also covered by directors' and
   officers' liability insurance under which they are insured (subject to
   certain exceptions and limitations specified in the policy) against
   expenses and liabilities arising out of proceedings to which they are
   parties by reason of being or having been directors or officers.

        Pursuant to the merger agreement, Modine will cause the surviving
   corporation to indemnify, defend and hold harmless any person who is
   now, or has been at any time prior to the date of the merger
   agreement, or who becomes prior to the merger, an officer, director or
   employee or agent of Thermacore or any of its subsidiaries against all
   losses, claims, damages, liabilities costs and expenses based on or
   arising out of:

              (1) the fact that such person is or was a director,
                  officer, employee or agent of Thermacore or any of its
                  subsidiaries at any time prior to the merger or is or
                  was serving at the request of Thermacore or any of its
                  subsidiaries as a director, officer, employee or agent
                  of another corporation, partnership, joint venture,
                  trust or other enterprise at any time before the
                  merger; or

             (2)  the merger agreement or any of the transactions related
                  to the merger agreement,

   in each case, to the fullest extent that the person was indemnified
   under Thermacore's articles of association or bylaws on the date of
   the merger agreement.

        Modine and the surviving corporation will also honor the
   indemnification agreements between Thermacore or any of its
   subsidiaries, as the case may be, and any of their current or former
   officers or directors existing as of the date of the merger agreement
   and previously disclosed to Modine.  Modine will honor the above-
   described indemnification obligations that relate to occurrences
   before or on the merger date for a period of three years beginning on
   the merger date.

        Modine will also provide directors and officers of Thermacore
   with officers' and directors' liability insurance coverage as of the
   date of the merger with respect to matters occurring before or on the
   merger date for a minimum period of three years beginning on the date
   of the merger, which coverage will be substantially similar to
   Thermacore's existing officers' and directors' liability insurance,


                                    II-2







   including an overall coverage amount not less than that under
   Thermacore's existing insurance policy.

   ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

       (A)   EXHIBITS.

   Exhibit
   Number         Description
   -------        -----------

   2.1            Agreement and Plan of Merger dated as of December 13,
                  2000, between Thermacore International, Inc. and Modine
                  Manufacturing Company (incorporated by reference to
                  Exhibit 2 to Modine's Current Report on Form 8-K filed
                  December 13, 2000).

   2.2            Amendment No. 1 to the Agreement and Plan of Merger
                  dated March 15, 2001, by and among Thermacore
                  International, Inc., Modine Manufacturing Company and
                  Modine Merger Co.

   3.1            Restated Articles of Incorporation, as amended July 20,
                  1994 (incorporated by reference to Exhibit 3(a) to
                  Modine's Annual Report on Form 10-K for the fiscal year
                  ended March 31, 1999).

   3.3            Restated By-Laws of Modine, as amended March 15, 2000
                  to be effective July 19, 2000 (incorporated by
                  reference to Exhibit 3(b) to Modine's Annual Report on
                  Form 10-K for the fiscal year ended March 31, 2000).

   4.1            Specimen Modine Uniform Denomination Stock Certificate
                  (incorporated by reference to Exhibit 4(a) to Modine's
                  Annual Report on Form 10-K for the fiscal year ended
                  March 31, 1998)

   4.2            Rights Agreement dated as of October 16, 1986 between
                  Modine and First Chicago Trust Company of New York
                  (Rights Agent) (incorporated by reference to Exhibit
                  4(b) to Modine's Annual Report on Form 10-K for the
                  fiscal year ended March 31, 1997).

   4.3            Rights Agreement Amendment No. 1 dated as of January
                  18, 1995 between Modine and First Chicago Trust Company
                  of New York (Rights Agent) (incorporated by reference
                  to Exhibit 4(b)(i) to Modine's Annual Report on Form
                  10-K for the fiscal year ended March 31, 2000).





                                    II-3




   Exhibit
   Number         Description
   -------        -----------

   4.4            Rights Agreement Amendment No. 2 dated as of January
                  18, 1995 between Modine and First Chicago Trust Company
                  of New York (Rights Agent) (incorporated by reference
                  to Exhibit 4(b)(ii) to Modine's Annual Report on Form
                  10-K for the fiscal year ended March 31, 2000).

   4.5            Rights Agreement Amendment No. 3 dated as of October
                  15, 1996 between Modine and First Chicago Trust Company
                  of New York (Rights Agent) (incorporated by reference
                  to Exhibit 4(b)(iii) to Modine's Quarterly Report on
                  Form 10-Q for the quarterly period ended December 26,
                  1996).

   4.6            Rights Agreement Amendment No. 4 dated as of November
                  10, 1997 between Modine and Norwest Bank Minnesota,
                  N.A. (now known as Wells Fargo Bank Minnesota, N.A.)
                  (Rights Agent) (incorporated by reference to Exhibit
                  4(b)(iv) to Modine's Quarterly Report on Form 10-Q for
                  the quarterly period ended December 26, 1997).

   5.1            Opinion of Schiff Hardin & Waite regarding the
                  securities being registered.

   8.1            Opinion of Schiff Hardin & Waite regarding certain
                  federal income tax consequences relating to the merger.

   8.2            Opinion of Pepper Hamilton LLP regarding certain
                  federal income tax consequences relating to the merger.

   23.1           Consent of PricewaterhouseCoopers LLP.

   23.2           Consent of Schiff Hardin & Waite (included in the
                  opinion filed as Exhibit 5.1 to this registration
                  statement).

   23.3           Consent of Schiff Hardin & Waite (included in the
                  opinion filed as Exhibit 8.1 to this registration
                  statement).

   23.4           Consent of Pepper Hamilton LLP (included in the opinion
                  filed as Exhibit 8.2 to this registration statement).

   24.1           Power of Attorney (included as part of the signature
                  pages to this registration statement).

   99.1           Form of Thermacore proxy card.






                                    II-4







   ITEM 22.  UNDERTAKINGS.

   The undersigned registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this registration statement:

             (i)       To include any prospectus required by Section
                       10(a)(3) of the Securities Act of 1933;

             (ii)      To reflect in the prospectus any facts or events
                       arising after the effective date of the
                       registration statement (or the most recent post-
                       effective amendment thereof) which, individually
                       or in the aggregate, represent a fundamental
                       change in the information set forth in the
                       registration statement.  Notwithstanding the
                       foregoing, any increase or decrease in volume of
                       securities offered (if the total dollar value of
                       securities offered would not exceed that which was
                       registered) and any deviation from the low or high
                       end of the estimated maximum offering range may be
                       reflected in the form of prospectus filed with the
                       Securities and Exchange Commission pursuant to
                       Rule 424(b) under the Securities Act of 1933 if,
                       in the aggregate, the changes in volume and price
                       represent no more than a 20 percent change in the
                       maximum aggregate offering price set forth in the
                       "Calculation of Registration Fee" table in the
                       effective registration statement;

             (iii)     To include any material information with respect
                       to the plan of distribution not previously
                       disclosed in the registration statement or any
                       material change to such information in the
                       registration statement;

   PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
   the registration statement is on Form S-3, Form S-8 or Form F-3, and
   the information required to be included in a post-effective amendment
   by those paragraphs is contained in periodic reports filed with or
   furnished to the Securities and Exchange Commission by the registrant
   pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   that are incorporated by reference in the registration statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.



                                    II-5







        (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold
   at the termination of the offering.

        (4)  That, prior to any public reoffering of the securities
   registered hereunder through use of a prospectus which is a part of
   this registration statement, by any person or party who is deemed to
   be an underwriter within the meaning of Rule 145(c), the issuer
   undertakes that such reoffering prospectus will contain the
   information called for by the applicable registration form with
   respect to reofferings by persons who may be deemed underwriters, in
   addition to the information called for by the other Items of the
   applicable form.

        (5)  That every prospectus (i) that is filed pursuant to
   paragraph (1) immediately preceding, or (ii) that purports to meet the
   requirements of Section 10(a)(3) of the Securities Act of 1933 and is
   used in connection with an offering of securities subject to Rule 415,
   will be filed as a part of an amendment to the registration statement
   and will not be used until such amendment is effective, and that, for
   purposes of determining any liability under the Securities Act of
   1933, each such post-effective amendment shall be deemed to be a new
   registration statement relating to the securities offered therein, and
   the offering of such securities at that time shall be deemed to be the
   initial BONA FIDE offering thereof.

        (6)  That, for purposes of determining any liability under the
   Securities Act of 1933, each filing of the registrant's annual report
   pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
   1934 (and, where applicable, each filing of an employee benefit plan's
   annual report pursuant to Section 15(d) of the Securities Exchange Act
   of 1934) that is incorporated by reference in the registration
   statement shall be deemed to be a new registration statement relating
   to the securities offered therein, and the offering of such securities
   at that time shall be deemed to be the initial BONA FIDE offering
   thereof.

        (7)  To respond to requests for information that is incorporated
   by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13
   of Form S-4, within one business day of receipt of such request, and
   to send the incorporated documents by first class mail or other
   equally prompt means.  This includes information contained in
   documents filed subsequent to the effective date of the registration
   statement through the date of responding to the request.

        (5)  To supply by means of a post-effective amendment all
   information concerning a transaction, and the company being acquired
   involved therein, that was not the subject of and included in the
   registration statement when it became effective.

        Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and

                                    II-6







   controlling persons of the registrant pursuant to the provisions
   described under Item 20, above, or otherwise, the registrant has been
   advised that in the opinion of the Securities and Exchange Commission
   such indemnification is against public policy as expressed in the
   Securities Act of 1933 and is, therefore, unenforceable.  In the event
   that a claim for indemnification against such liabilities (other than
   the payment by the registrant of expenses incurred or paid by a
   director, officer or controlling person of the registrant in the
   successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the
   securities being registered, the registrant will, unless in the
   opinion of its counsel the matter has been settled by controlling
   precedent, submit to a court of appropriate jurisdiction the question
   whether such indemnification by it is against public policy as
   expressed in the Securities Act of 1933 and will be governed by the
   final adjudication of such issue.





































                                    II-7







                                 SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as
   amended, the registrant has duly caused this Pre-Effective Amendment
   No. 1 to the Registration Statement to be signed on its behalf by the
   undersigned, thereunto duly authorized, in the City of Racine, State
   of Wisconsin, on this 16th day of March, 2001.

                            MODINE MANUFACTURING COMPANY
                            (Registrant


                            By: /s/ D. R. Johnson
                                ----------------------------------------
                                    D. R. Johnson
                                    President and Chief Executive Officer


        Pursuant to the requirements of the Securities Act of 1933, as
   amended, this Pre-Effective Amendment No. 1 to the Registration
   Statement has been signed by the following persons in the capacities
   and on the dates indicated.

<TABLE>
<CAPTION>

     <S>                                        <C>                                       <C>
     Signature                                  Title                                     Date
     ---------                                  -----                                     ----

     /s/ D. R. Johnson                          President and Chief Executive             March 16, 2001
     ---------------------------------------    Officer (Principal Executive
     D. R. Johnson                              Officer) and Director


     *  E.T. Thomas                             Vice President, Finance and Chief         March 16, 2001
     _______________________________________    Financial Officer (Principal
     E.T. Thomas                                Financial and Accounting Officer)


     * R.J. Doyle                               Director                                  March 16, 2001
     _______________________________________
     R. J. Doyle


     * F. P. Incropera                          Director                                  March 16, 2001
     _______________________________________
     F. P. Incropera


     * F.W. Jones                               Director                                  March 16, 2001
     _______________________________________
     F. W. Jones


                                                             II-8







     * D.J. Kuester                             Director                                  March 16, 2001
     _______________________________________
     D. J. Kuester


     * V.L. Martin                              Director                                  March 16, 2001
     _______________________________________
     V. L. Martin


     * G.L. Neale                               Director                                  March 16, 2001
     _______________________________________
     G. L. Neale


     * M.C. Williams                            Director                                  March 16, 2001
     _______________________________________
     M. C. Williams


     * M.T. Yonker                              Director                                  March 16, 2001
     _______________________________________
     M. T. Yonker


     *By:/s/   D.R. Zakos
     _______________________________________
               D. R. Zakos
               Attorney-in-Fact


</TABLE>




















                                                             II-9








                                EXHIBIT INDEX

   Exhibit
   Number                        Description
   -------                       -----------

   2.1            Agreement and Plan of Merger dated as of December 13,
                  2000, between Thermacore International, Inc. and Modine
                  Manufacturing Company (incorporated by reference to
                  Exhibit 2 to Modine's Current Report on Form 8-K filed
                  December 13, 2000).

   2.2            Amendment No. 1 to the Agreement and Plan of Merger
                  dated March 15, 2001, by and among Thermacore
                  International, Inc., Modine Manufacturing Company and
                  Modine Merger Co.

   3.1            Restated Articles of Incorporation, as amended July 20,
                  1994 (incorporated by reference to Exhibit 3(a) to
                  Modine's Annual Report on Form 10-K for the fiscal year
                  ended March 31, 1999).

   3.2            Restated By-Laws of Modine, as amended March 15, 2000
                  to be effective July 19, 2000 (incorporated by
                  reference to Exhibit 3(b) to Modine's Annual Report on
                  Form 10-K for the fiscal year ended March 31, 2000).

   4.1            Specimen Modine Uniform Denomination Stock Certificate
                  (incorporated by reference to Exhibit 4(a) to Modine's
                  Annual Report on Form 10-K for the fiscal year ended
                  March 31, 1998)

   4.2            Rights Agreement dated as of October 16, 1986 between
                  Modine and First Chicago Trust Company of New York
                  (Rights Agent) (incorporated by reference to Exhibit
                  4(b) to Modine's Annual Report on Form 10-K for the
                  fiscal year ended March 31, 1997).

   4.3            Rights Agreement Amendment No. 1 dated as of January
                  18, 1995 between Modine and First Chicago Trust Company
                  of New York (Rights Agent) (incorporated by reference
                  to Exhibit 4(b)(i) to Modine's Annual Report on Form
                  10-K for the fiscal year ended March 31, 2000).

   4.4            Rights Agreement Amendment No. 2 dated as of January
                  18, 1995 between Modine and First Chicago Trust Company
                  of New York (Rights Agent) (incorporated by reference
                  to Exhibit 4(b)(ii) to Modine's Annual Report on Form
                  10-K for the fiscal year ended March 31, 2000).







   Exhibit
   Number                        Description
   -------                       -----------

   4.5            Rights Agreement Amendment No. 3 dated as of October
                  15, 1996 between Modine and First Chicago Trust Company
                  of New York (Rights Agent) (incorporated by reference
                  to Exhibit 4(b)(iii) to Modine's Quarterly Report on
                  Form 10-Q for the quarterly period ended December 26,
                  1996).

   4.6            Rights Agreement Amendment No. 4 dated as of November
                  10, 1997 between Modine and Norwest Bank Minnesota,
                  N.A. (now known as Wells Fargo Bank Minnesota, N.A.)
                  (Rights Agent) (incorporated by reference to Exhibit
                  4(b)(iv) to Modine's Quarterly Report on Form 10-Q for
                  the quarterly period ended December 26, 1997).

   5.1            Opinion of Schiff Hardin & Waite regarding the validity
                  of the securities being registered.

   8.1            Opinion of Schiff Hardin & Waite regarding certain
                  federal income tax consequences relating to the merger.

   8.2            Opinion of Pepper Hamilton LLP regarding certain
                  federal income tax consequences relating to the merger.

   23.1           Consent of PricewaterhouseCoopers LLP.

   23.2           Consent of Schiff Hardin & Waite (included in the
                  opinion filed as Exhibit 5.1 to this registration
                  statement).

   23.3           Consent of Schiff Hardin & Waite (included in the
                  opinion filed as Exhibit 8.1 to this registration
                  statement).

   23.4           Consent of Pepper Hamilton LLP (included in the opinion
                  filed as Exhibit 8.2 to this registration statement).

   24.1           Power of Attorney (included as part of the signature
                  pages to this registration statement).

   99.1           Form of Thermacore proxy card.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>


                                                              EXHIBIT 2.2
                                                              -----------


   ===================================================================


                               AMENDMENT NO. 1

                                     TO

                        AGREEMENT AND PLAN OF MERGER

                                DATED AS OF

                              DECEMBER 15, 2000



                                   BETWEEN



                       THERMACORE INTERNATIONAL, INC.



                                     AND



                        MODINE MANUFACTURING COMPANY



   ===================================================================







        THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER between
   Thermacore International, Inc, and Modine Manufacturing Company (the
   "FIRST AMENDMENT") is entered into this 15th day of March, 2001, by
   and among Modine Manufacturing Company, a Wisconsin corporation
   ("BUYER"), Modine Merger Co., a Pennsylvania corporation and a direct
   wholly-owned subsidiary of Buyer (the "MERGER SUB") and Thermacore
   International, Inc., a Pennsylvania corporation (the "COMPANY").

                                 BACKGROUND

        A.   Buyer and the Company entered into an Agreement and Plan of
   Merger dated December 13, 2000 (the "MERGER AGREEMENT") under which
   Buyer agreed, among other things, to form a new Pennsylvania
   corporation as a wholly-owned subsidiary and to cause such corporation
   to be  merged with and into the Company on the Merger Date and
   pursuant to the terms and conditions of the Merger Agreement.

        B.   Buyer has caused Merger Sub to be formed in accordance with
   the Merger Agreement.  Buyer and Company desire Merger Sub to be a
   party to the Merger Agreement in order to comply with the statutory
   requirements for consummating a merger between Merger Sub and the
   Company under Pennsylvania law.

        C.   Subsequent to the signing of the Merger Agreement, a total
   of five thousand (5,000) options to purchase Company Common Stock were
   rescinded by mutual agreement of the Company and the two holders of
   those options.  The Buyer and the Company desire to modify the Merger
   Agreement, including, but not limited to, the formula to be used in
   determining the Per Share Consideration, to reflect the number of
   shares of Company Common Stock issuable upon the exercise of all
   outstanding Company Stock Options, whether vested or unvested, after
   giving effect to such rescission.

        D.   The parties hereto desire to amend and modify the Merger
   Agreement on the terms and conditions set forth in this First
   Amendment.

        NOW, THEREFORE, in consideration of the mutual covenants
   contained herein, and for other good and valuable consideration, the
   receipt and adequacy of which is hereby acknowledged, the parties
   hereto, intending to be legally bound, hereby agree as follows:

                                  AGREEMENT

        1.   Defined terms used herein but not otherwise defined shall
   have the meaning ascribed to them in the Merger Agreement.

        2.   The Merger Agreement is hereby amended to join Merger Sub as
   a party to the Merger Agreement.  By executing this First Amendment,
   Merger Sub agrees to perform all of the duties and obligations of
   "Merger Sub," as defined in the Merger Agreement, and to be bound by
   all of the terms and conditions of the Merger Agreement.

        3.   The first sentence of Section 1.1 is hereby deleted.







        4.   Section 1.7 of the Merger Agreement is hereby amended and
   restated in its entirety to read as follows:

        SECTION 1.7.  AGGREGATE CONSIDERATION; EXCHANGE RATIO; VALUATION
   OF BUYER COMMON STOCK.  (a) For purposes of this Agreement, the
   aggregate consideration to be paid in exchange for the Company Stock
   in the Merger shall be ninety-three million five hundred forty-two
   thousand dollars  ($93,542,000) (the "AGGREGATE CONSIDERATION").  The
   "PER SHARE CONSIDERATION" shall equal the Aggregate Consideration
   divided by 3,564,825, which, as of March 15, 2001, equals the sum of
   the number of outstanding shares of Company Common Stock, the number
   of shares of Company Common Stock into which the outstanding Company
   Preferred Stock is convertible, and the number of shares of Company
   Common Stock issuable upon the exercise of all outstanding Company
   Stock Options, whether vested or unvested as of the date of this
   Agreement.

        (b)  The Exchange Ratio shall equal the Per Share Consideration
   divided by the Buyer Average Price (as defined below), with the
   quotient being rounded to the nearest one one hundred thousandth of a
   point.  The "BUYER AVERAGE PRICE" means the unweighted average of the
   last-sale prices for the Buyer Common Stock, as reported on The Nasdaq
   Stock Market, for the twenty (20) trading days ending on the fifth
   trading day (the "VALUATION DATE") preceding the Merger Date, but not
   more than $32.00 nor less than $22.08.

        (c)  If at any time during the period between the date of this
   Agreement and the Merger Date, any change in the outstanding shares of
   Buyer Common Stock shall occur by reason of any reclassification,
   recapitalization, stock split or combination, exchange or readjustment
   of shares or any stock dividend thereon with a record date during such
   period or any similar transaction or event (each a "SHARE CHANGE"),
   the minimum and maximum Buyer Average Price set forth in Section
   1.7(b) shall be changed by multiplying each such number by the
   Adjustment Ratio (as defined herein).  The "ADJUSTMENT RATIO" shall be
   the number obtained by dividing the number of shares of Buyer Common
   Stock issued and outstanding immediately prior to the Share Change by
   the number of shares of Buyer Common Stock issued and outstanding
   immediately after the Share Change.

        5.   Merger Sub represents and warrants to the Company that:

             (a)  CORPORATE EXISTENCE AND POWER.  Merger Sub is a
   corporation duly incorporated, validly existing and in good standing
   under the laws of the Commonwealth of Pennsylvania, and has all
   corporate powers required to carry on its business as it is conducted
   prior to the Merger.

             (b)  NON-CONTRAVENTION.  The execution, delivery and
   performance by Merger Sub of the Merger Agreement and of this First
   Amendment and the consummation by Merger Sub of the transactions
   contemplated by the Merger Agreement do not (a) contravene or conflict
   with the Articles of Incorporation or bylaws of Merger Sub, (b)







   assuming compliance with the matters referred to in Section 4.3 of the
   Merger Agreement, contravene or conflict with or constitute a
   violation of any provision of any law, regulation, judgment,
   injunction, order or decree binding upon or applicable to Merger Sub,
   (c) constitute a default (or an event which with notice, the lapse of
   time or both would become a default) under or give rise to a right of
   termination, cancellation or acceleration of any right or obligation
   of Merger Sub or to a loss of any benefit to which Merger Sub is
   entitled under any provision of any agreement, contract or other
   instrument binding upon Merger Sub or any license, franchise, permit
   or other similar authorization held by Merger Sub, (d) except for the
   approval of the Board of Directors of Merger Sub, require any action
   or consent or approval of any Person other than a Governmental
   Authority, or (e) result in the creation or imposition of any Lien on
   any asset of Merger Sub, other than, in the case of the events
   specified in clauses (b), (c), (d) and (e) (other than indebtedness of
   Merger Sub), any such event which, individually or in the aggregate,
   has not had, and is not reasonably likely to have, a Material Adverse
   Effect on Merger Sub.

        6.   REFERENCES.  All references to the Merger Agreement in any
   other documents shall mean the Merger Agreement as amended hereby and
   from time to time hereafter in writing.

        7.   GOVERNING LAW.  This First Amendment shall be governed in
   all respects by the laws of the Commonwealth of Pennsylvania without
   regard to the conflicts of laws principles of any jurisdiction.

        8.   NO OTHER CHANGES.  Except as set forth in this First
   Amendment, the Merger Agreement remains in full force and effect and
   is hereby ratified and confirmed.

        9.   EXECUTION IN COUNTERPARTS.  This First Amendment may be
   executed in any number of counterparts and by the parties hereto in
   separate counterparts, each of which when so executed and delivered
   shall be deemed to be an original and all of which taken together
   shall constitute one and the same instrument.


         [THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK.]







        IN WITNESS WHEREOF, the undersigned duly authorized officers have
   executed this First Amendment as of the date first written above.


                            MODINE MANUFACTURING COMPANY



                            By:  /s/ Donald R. Johnson
                                 ---------------------------------------
                            Name:    Donald R. Johnson
                            Title:   President and Chief Executive Officer


                            MODINE MERGER CO.


                            By:  /s/ David B. Rayburn
                                 ----------------------------------------
                            Name:    David B. Rayburn
                            Title:   President


                            THERMACORE INTERNATIONAL, INC.


                            By:  /s/ L. Ronald Hoover
                                 ----------------------------------------
                            Name:    L. Ronald Hoover
                            Title:   Chief Executive Officer and Chairman
   </TEXT>
   </DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>




                                                              EXHIBIT 5.1
                                                              -----------

                            Schiff Hardin & Waite
                  1101 Connecticut Avenue, N.W.  Suite 600
                           Washington, D.C.  20036



                               March 16, 2001




   Modine Manufacturing Company
   1500 DeKoven Avenue
   Racine, Wisconsin 53403

             Re:  Modine Manufacturing Company
                  Registration Statement on Form S-4, as amended
                  Registration No. 333-56648

   Ladies and Gentlemen:

        We are acting as counsel to Modine Manufacturing Company, a
   Wisconsin corporation ("Modine"), in connection with Modine's filing
   of a Registration Statement on Form S-4 relating to the offer and sale
   of up to 4,236,490 shares of common stock, $0.625 par value, of Modine
   (the "Common Stock") and associated preferred stock purchase rights
   (the "Rights") to be issued in connection with the merger (the
   "Merger") of Modine Merger Co., a Pennsylvania corporation and wholly
   owned subsidiary of Modine ("Merger Co."), with and into Thermacore
   International, Inc., a Pennsylvania corporation ("Thermacore"), as
   contemplated by an Agreement and Plan of Merger, dated as of December
   13, 2000, as amended (the "Merger Agreement") among Modine, Thermacore
   and Merger Co.  The terms of the Rights are forth in a Rights
   Agreement, dated as of October 16, 1986, as amended, between Modine
   and First Chicago Trust Company of New York (the "Rights Agreement").
   Copies of the Rights Agreement and the amendments thereto are filed as
   exhibits to the Registration Statement.

        In connection with rendering this opinion, we have examined (a)
   the Registration Statement on Form S-4, (b) the Restated Articles of
   Incorporation and Restated By-Laws of Modine, as amended to date, (c)
   the Rights Agreement, (d) the Merger Agreement, (e) resolutions
   adopted by the Board of Directors of Modine authorizing the
   transactions contemplated by the Merger Agreement and the registration
   and issuance of the Common Stock and associated Rights, and (f) such
   other proceedings, documents and records as we have deemed necessary
   to enable us to render this opinion.







        Based upon the foregoing and subject to the qualifications set
   forth herein, we are of the opinion that (1) the shares of Common
   Stock to be issued in the Merger, when issued pursuant to the
   provisions of the Merger Agreement and in the manner contemplated in
   the Registration Statement, will be validly issued, fully paid and
   nonassessable, except with respect to certain debts owing to employees
   of Modine for services performed for Modine, as provided in Section
   180.0622(2)(b) of the Wisconsin Business Corporation Law and judicial
   interpretations thereof, and (2) the Rights associated with the Common
   Stock, when issued pursuant to the terms of the Merger Agreement and
   the Rights Agreement, will be validly issued.

        We hereby consent to the reference to our firm under the caption
   "Legal Matters" in the proxy statement/prospectus filed as part of the
   Registration Statement and to the filing of this opinion as an exhibit
   to such Registration Statement.

                                      SCHIFF HARDIN & WAITE



                                      By /s/ Shirley M. Lukitsch
                                         ----------------------------
                                             Shirley M. Lukitsch

   </TEXT>
   </DOCUMENT>
<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>




                                                              EXHIBIT 8.1
                                                              -----------



                            Schiff Hardin & Waite
                              6600 Sears Tower
                             Chicago, IL  60606


                                      March 16, 2001


   Modine Manufacturing Company
   1500 DeKoven Avenue
   Racine, Wisconsin 53403

        RE:  FEDERAL INCOME TAX CONSEQUENCES OF A MERGER OF A NEWLY
             FORMED WHOLLY-OWNED SUBSIDIARY OF MODINE MANUFACTURING
             COMPANY WITH AND INTO THERMACORE INTERNATIONAL, INC.
             ------------------------------------------------------

   Gentlemen:

        You have requested our opinion related to the federal income tax
   consequences to Modine Manufacturing Company, a Wisconsin corporation
   ("Modine"), Thermacore International, Inc., a Pennsylvania corporation
   ("Thermacore") and Modine Merger Co., a Pennsylvania corporation and a
   wholly-owned subsidiary of Modine ("Acquisition") arising out of the
   Agreement and Plan of Merger, dated as of December 13, 2000, as
   amended by Amendment No. 1 thereto, dated March 15, 2001, by and among
   Modine, Thermacore and Acquisition (the "Merger Agreement").  Our
   conclusions are based upon (i) the facts and assumptions set forth
   below and (ii) the written representations made by Thermacore to us as
   of this date (the "Thermacore Letter") and the written representations
   made by Modine to us as of this date (the "Modine Letter").  This
   opinion is being issued pursuant to Section 8.2(d) of the Merger
   Agreement.  Capitalized terms used but not defined in this letter have
   the meaning given them in the Merger Agreement.

        Our opinion does not address the tax consequences of the Merger
   under state, local or foreign law.

                                    FACTS

        Pursuant to the Merger Agreement, Acquisition shall be merged
   with and  into Thermacore in accordance with the applicable provisions
   of the laws of the State of Pennsylvania (the "Merger").  Thermacore
   shall be the surviving corporation in the Merger and shall continue
   its corporate existence under the laws of the State of Pennsylvania.







   As a result of the Merger, Acquisition shall cease to exist and
   Thermacore shall remain a direct wholly-owned subsidiary of Modine.

        In the merger (i) each share of Thermacore Common Stock will be
   converted into the right to receive between 0.82001 of a share and
   1.18842 shares of Modine Common Stock; (ii) each share of Thermacore
   Preferred Stock will be converted into the right to receive ten times
   the number of shares of Modine Common Stock that will be exchanged for
   each share of Thermacore Common Stock; and (iii) each share of
   Acquisition Common Stock will be converted into one fully paid and
   nonassessable share of common stock of Modine.  Shareholders of
   Thermacore will receive cash in lieu of fractional interests in shares
   of Modine Common Stock incident to the Merger.

                                 ASSUMPTIONS

        In connection with this opinion, we have examined and are
   familiar with originals or copies, certified or otherwise identified
   to our satisfaction, of the Merger Agreement and such other documents
   as we have deemed necessary or appropriate as a basis for the opinion
   set forth herein (together, the "Transaction Documents").  In
   addition, we have assumed that (i) the Merger will be consummated in
   accordance with the provisions of the Merger Agreement; (ii) the
   statements concerning the transaction set forth in the Transaction
   Documents are true, correct and complete and will continue to be true,
   correct and complete at all times; (iii) the representations made to
   us in the Modine Letter and Thermacore Letter are true, correct and
   complete; and (iv) any representations made in the Merger Agreement,
   Thermacore Letter or the Modine Letter that are "to the best knowledge
   of" or similarly qualified are correct, in each case without such
   qualification.

        In our examination, we have assumed the legal capacity of all
   natural persons, the genuineness of all signatures, the completeness
   and authenticity of all documents submitted to us as originals, the
   conformity to original documents of all documents submitted to us as
   certified or photostatic copies and the completeness and authenticity
   of the originals of such latter documents.  In making our examination
   of document executed by parties, we have assumed that such parties had
   the power and authority to enter into and perform their obligations
   thereunder and have also assumed the due authorization, execution and
   delivery by such parties of such documents.

                                   OPINION

        Based on the facts and assumptions set forth above and our
   examination and review of the Merger Agreement, the Proxy Statement/
   Prospectus included in the Registration Statement on Form S-4 of which
   this opinion forms a part, and the accompanying exhibits (as amended,
   the "Registration Statement") and the document referred to above, we
   are of the opinion that:

        (1)  The Merger will qualify as a reorganization within the
   meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986,







   as amended (the "Code") and each of Thermacore, Modine and Acquisition
   will be "parties" to a reorganization within the meaning of
   Section 368(b) of the Code.

        (2)  No gain or loss will be recognized by Thermacore, Modine or
   Acquisition in connection with the Merger.

                              SCOPE OF OPINION

        Our opinion is based on present law and existing interpretations
   thereof by the courts and the Internal Revenue Service.  Any change in
   the facts, currently or in the future, or any change in the law or
   existing interpretations thereof, may adversely affect our opinion.
   Further, our opinion is not binding on the Internal Revenue Service
   and the tax effects discussed above are not subject to absolute
   resolution prior to the running of the statute of limitations or the
   rendering of a final determination by a court of law or by closing
   agreement with the Internal Revenue Service.  Finally, it should be
   noted that we have expressed no opinion except as specifically set
   forth herein.

                                  CONSENTS

        We hereby consent to the filing of this opinion with the
   Securities and Exchange Commission as an exhibit to the Registration
   Statement and to the reference to our firm under the heading "The
   Merger - Material Federal Income Tax Consequences" and "Legal Matters"
   in the Proxy Statement/Prospectus that constitutes part of the
   Registration Statement.


                                      SCHIFF HARDIN & WAITE



                                      By:  /s/ Lawrence H. Jacobson
                                           -----------------------------
                                               Lawrence H. Jacobson

   </TEXT>
   </DOCUMENT>
<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>




                                                              EXHIBIT 8.2
                                                              -----------


                             Pepper Hamilton LLP
                                  Suite 400
                            1235 Westlakes Drive
                           Berwyn, PA  19312-2401


                                      March 16, 2001


   Thermacore International, Inc.
   780 Eden Road
   Lancaster, PA 17601


   Ladies and Gentlemen:

             We have acted as counsel to Thermacore International Inc., a
   Pennsylvania corporation (the "Company"), in connection with the
   transactions contemplated by the Agreement and Plan of Merger dated as
   of December 13, 2000, as amended by Amendment No. 1 thereto, dated
   March 15, 2001 (the "Merger Agreement"), among the Company, Modine
   Manufacturing Company, a Wisconsin corporation, and Modine Merger Co.,
   a Pennsylvania corporation ("Buyer").  This opinion is being issued
   pursuant to Section 8.3(b) of the Merger Agreement.  Capitalized terms
   not otherwise defined herein have the meaning given to them in the
   Merger Agreement.

             Pursuant to the Merger Agreement, Merger Sub will be merged
   with and into the Company, with the Company being the surviving
   corporation (the "Merger").  In the Merger, (i) each share of Company
   Common Stock will be converted into the right to receive between
   0.82001 and 1.18842 shares of Buyer Common Stock; (ii) each share of
   Company Preferred Stock will be converted into the right to receive
   ten times the number of shares of Buyer Common Stock that will be
   exchanged for each share of Company Common Stock; and (iii) each share
   of Merger Sub Common Stock will be converted into one fully paid and
   nonassessable share of common stock of the Surviving Corporation.
   Shareholders of the Company will receive cash in lieu of fractional
   interests in shares of Buyer Common Stock incident to the Merger.

             Buyer has filed with the Securities and Exchange Commission
   a Registration Statement on Form S-4 (as amended, the "Registration
   Statement") relating to the registration under the Securities Act of










   Thermacore International, Inc.
   March 16, 2001
   Page 2

   1933, as amended (the "Securities Act"), of the shares of Buyer Common
   Stock to be issued in the Merger.  This opinion letter is being
   furnished in accordance with the requirements of Item 601(b)(8) of
   Regulation S-K under the Securities Act.

             In connection with this opinion, we have examined and are
   familiar with originals or copies, certified or otherwise identified
   to our satisfaction, of the Registration Statement, the Merger
   Agreement (together, the "Transaction Documents"), and such other
   documents as we have deemed necessary or appropriate as a basis for
   the opinion set forth herein.  In addition, we have assumed that (i)
   the Merger will be consummated in the manner contemplated by the
   Registration Statement and in accordance with the provisions of the
   Merger Agreement; (ii) the statements concerning the transaction set
   forth in the Transaction Documents are true, correct and complete and
   will continue to be true, correct and complete at all times; (iii) the
   representations made to us by Buyer, Merger Sub, and the Company in
   their letters to us dated the date hereof, upon which we are relying
   for purposes of this opinion (such letters, the "Representation
   Letters"), are true, correct and complete; and (iv) any
   representations made in the Merger Agreement or the Representation
   Letters that are "to the best knowledge of" or similarly qualified are
   correct, in each case without such qualification.  We have also
   assumed that the shares of Company Stock are held as capital assets by
   the shareholders of the Company.

             In our examination, we have assumed the legal capacity of
   all natural persons, the genuineness of all signatures, the
   completeness and authenticity of all documents submitted to us as
   originals, the conformity to original documents of all documents
   submitted to us as certified or photostatic copies and the
   completeness and authenticity of the originals of such latter
   documents.  In making our examination of documents executed by parties
   other than the Company we have assumed that such parties had the power
   and authority to enter into and perform their obligations thereunder
   and have also assumed the due authorization, execution and delivery by
   such parties of such documents.

             Based upon and subject to the foregoing, and subject to the
   qualifications and exceptions heretofore and hereinafter set forth, it
   is our opinion that:

             (1) the Merger will constitute a reorganization within the
   meaning of Section 368(a) of the Code;

             (2) Company, Buyer and Merger Sub each will be a party to
   the reorganization within the meaning of Section 368(b) of the Code;










   Thermacore International, Inc.
   March 16, 2001
   Page 3

             (3) no income, gain or loss will be recognized by the
   holders of Company Stock upon the receipt of Buyer Common Stock in
   exchange for their shares of Company Stock, except to the extent of
   any cash received in lieu of a fractional share of Buyer Common Stock;

             (4) the aggregate tax basis of the shares of Buyer Common
   Stock received solely in exchange for shares of Company Stock in the
   Merger (treating a fractional share of Buyer Common Stock as having
   been issued and then sold for cash) will be the same as the aggregate
   tax basis of the shares of Company Stock surrendered for Buyer Common
   Stock in the Merger;

             (5) the holding period for shares of Buyer Common Stock
   received in exchange for shares of Company Stock in the Merger
   (including a fractional share of Buyer Common Stock) will include the
   holding period of the shares of Company Stock surrendered for Buyer
   Common Stock in the Merger;

             (6) cash received by a holder of Company Stock in lieu of a
   fractional share of Buyer Common Stock will result in the recognition
   of capital gain or loss measured by the difference between the amount
   of cash received and the portion of the tax basis of the Company Stock
   allocable to this fractional share.  Such gain or loss will be long-
   term capital gain or loss if the Company shareholder's holding period
   in the fractional share of Buyer Common Stock is more than one year at
   the Merger Date; and

             (7) cash received by a holder of Company Stock in the
   exercise of dissenters' rights will result in the recognition of
   capital gain or loss measured by the difference between the amount of
   cash received and the basis of the Company Stock surrendered in the
   exercise of such dissenters' rights.  Such gain or loss will be long-
   term capital gain or loss if the Company shareholder's holding period
   in the Company Stock is more than one year at the Merger Date.

             The foregoing opinion is based on the assumption that
   holders of shares of Company Stock hold such shares as capital assets
   within the meaning of Section 1221 of the Code.  The opinion does not
   address the tax consequences that may be applicable to Company
   shareholders subject to special treatment under the Code, including
   without limitation financial institutions, mutual funds, tax-exempt
   organizations, insurance companies, dealers in securities or foreign
   currencies, traders in securities who elect to apply a mark-to-market
   method of accounting, shareholders who received their Company Stock
   through the exercise of employee stock options or otherwise as
   compensation, shareholders who are not United States persons, and
   shareholders who hold Company Stock as part of a hedge, straddle,










   Thermacore International, Inc.
   March 16, 2001
   Page 4

   constructive sale or conversion transaction.  We have not been asked
   to address, and we have not addressed, any other federal income tax
   considerations or any state, local, foreign, or other tax
   considerations relating to the Merger.

             If any of the information on which we have relied is
   incorrect, or if changes in the relevant facts occur after the date
   hereof, our opinion could be affected thereby.  Moreover, our opinion
   is based on the Code, applicable Treasury regulations promulgated
   thereunder, and Internal Revenue Service rulings, procedures, and
   other pronouncements published by the United States Internal Revenue
   Service.  These authorities are all subject to change, and such change
   may be made with retroactive effect.  We can give no assurance that,
   after such change, our opinion would not be different.  This opinion
   is not binding on the Internal Revenue Service, and there can be no
   assurance, and none is hereby given, that the Internal Revenue Service
   will not take a position contrary to one or more of the positions
   reflected in the foregoing opinion, or that our opinion will be upheld
   by the courts if challenged by the Internal Revenue Service.

             We hereby consent to the filing of this opinion letter with
   the SEC as an exhibit to the Registration Statement, the reference to
   this opinion letter under the heading "The Merger--Material Federal
   Income Tax Consequences" in the Proxy Statement--Prospectus which
   forms a part of the Registration Statement and the reference to our
   firm under the heading "Legal Matters" in such Proxy Statement--
   Prospectus.  In giving such consent we do not thereby admit or imply
   that we are in the category of persons whose consent is required under
   Section 7 of the Securities Act or the rules and regulations of the
   Commission thereunder.

             This opinion may be relied upon solely by the Company.

                                      Very truly yours,


                                      /s/ Gordon R. Downing
                                      -------------------------------
                                          Gordon R. Downing


                                      PEPPER HAMILTON LLP

   </TEXT>
   </DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>0006.txt
<TEXT>




                                                             EXHIBIT 23.1
                                                             ------------



                     CONSENT OF INDEPENDENT ACCOUNTANTS


   We hereby consent to the incorporation by reference in this
   Registration Statement on Form S-4 (Pre-effective Amendment No. 1) of
   Modine Manufacturing Company of our report dated April 26, 2000
   relating to the financial statements, which appears in the Modine
   Manufacturing Company's March 31, 2000 Annual Report to Shareholders,
   which is incorporated by reference in its Annual Report on Form 10-K
   for the year ended March 31, 2000.  We also consent to the
   incorporation by reference of our report dated April 26, 2000 relating
   to the financial statement schedules, which appears in such Annual
   Report on Form 10-K.  We also consent to the reference to us under the
   heading "Experts" in such Registration Statement.


                                      /s/ PricewaterhouseCoopers LLP

   PricewaterhouseCoopers LLP
   Chicago, Illinois
   March 15, 2001
   </TEXT>
   </DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>0007.txt
<TEXT>




                                                             EXHIBIT 99.1
                                                             ------------

                       THERMACORE INTERNATIONAL, INC.

                      SPECIAL MEETING OF STOCKHOLDERS
                               April 24, 2001

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

        The undersigned shareholder of THERMACORE INTERNATIONAL, INC., a
   Pennsylvania corporation, hereby acknowledges receipt of the Notice of
   Special Meeting of Shareholders dated March [__], 2001 and the Proxy
   Statement/Prospectus dated March [__], 2001, and revoking all prior
   proxies, hereby appoints John P. Molony and James E. Rothenberger each
   as proxy and attorney-in-fact, with full power of substitution, on
   behalf and in the name of the undersigned, to represent the
   undersigned at the Special Meeting of Shareholders of THERMACORE
   INTERNATIONAL, INC. to be held on Tuesday, April 24, 2001 at 10:00
   A.M., local time, at the Holiday Inn Lancaster-Visitors Center, 521
   Greenfield Road, Lancaster, Pennsylvania and at any adjournments or
   postponements therefor, and to vote and act upon the matters set forth
   herein in respect of shares of Thermacore common stock and preferred
   stock which the undersigned would be entitled to vote or act upon,
   with all powers the undersigned would possess, if personally present.
   Each of the matters set forth herein is being proposed by Thermacore.

   IN  THEIR DISCRETION,  THE PROXIES  ARE AUTHORIZED  TO VOTE  UPON SUCH
   OTHER  MATTERS  AS  MAY  PROPERLY  COME BEFORE  THE  MEETING,  OR  ANY
   ADJOURNMENT THEREOF.

               (To Be Filled In and Signed on the Other Side)

















                                      1








                       THERMACORE INTERNATIONAL, INC.



    [X]  Please mark your votes
         as in this example.

                                            FOR      AGAINST   ABSTAIN
    1. Approval and adoption of the         [  ]      [  ]       [  ]
       Agreement and Plan of Merger,
       dated as of December 13, 2000,
       as amended by Amendment No. 1
       to the Agreement and Plan of
       Merger, dated March 15, 2001,
       by and among Thermacore
       International, Inc., Modine
       Manufacturing Company and
       Modine Merger Co., as more
       fully described in the Proxy
       Statement/Prospectus.

    2. Grant the Thermacore board of        [  ]      [  ]       [  ]
       directors the discretionary
       authority to act upon other
       matters relating to the conduct
       of the special meeting and any
       adjournment or postponement
       thereto.


                      THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
   PROPOSAL NOS. 1 AND 2. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
   VOTED AS SPECIFIED ABOVE. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
   VOTED FOR PROPOSAL NOS. 1 AND 2 IF NO SPECIFICATION IS MADE AND WILL
   BE VOTED AT THE DISCRETION OF THE PROXY HOLDERS ON SUCH OTHER MATTERS
   AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.


                      Attendance of the undersigned at the meeting, or at
   any adjournment or postponement thereof, will not be deemed to revoke
   this proxy unless the undersigned shall affirmatively indicate at such
   meeting or session the intention of the undersigned to vote said
   share(s) in person. If the undersigned hold(s) any of the shares of
   Thermacore in a fiduciary, custodial or joint capacity or capacities,
   this proxy is signed by the undersigned in every such capacity, as
   well as individually.

   PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
   ENCLOSED ENVELOPE.



                                                              2







   SIGNATURE                                     DATE:
             ----------------------------------        -----------------


   SIGNATURE                                     DATE:
             ----------------------------------        -----------------
             (if jointly owned)

   Note: Please sign name(s) exactly as appearing hereon. When signing as
   attorney, executor, administrator or other fiduciary, please give your
   full title as such.  Joint owners should each sign personally.  When
   signing as a corporation or a partnership, please sign in the name of
   the entity by an authorized person.






































                                                              3
   </TEXT>
   </DOCUMENT>
</SEC-DOCUMENT>
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