Filed by Transpro, Inc. pursuant
                                                to Rule 425 under the Securities
                                                Exchange Act of 1933, as
                                                amended, and deemed filed under
                                                Rule 14a-12 of the Securities
                                                Exchange Act of 1934, as amended

                                                Subject Company: Modine
                                                Aftermarket Holdings, Inc., a
                                                wholly owned subsidiary of
                                                Modine Manufacturing Company
                                                Commission File No.: 1-13894

     Transpro issued the following press release on March 23, 2005:

                                 [TRANSPRO LOGO]

                                                FOR: TRANSPRO, INC.

                                                Richard A. Wisot
                                                Chief Financial Officer
                                                (203) 859-3552

                                                Financial Dynamics
                                                Investors: Christine Mohrmann,
                                                Eric Boyriven, Alexandra Tramont
                                                (212) 850-5600

                           - 4Q SALES INCREASE 22.9% -
                    - 4Q NET INCOME RISES TO $2.4 MILLION OR
            $0.31 PER SHARE, WITH $0.69 PER SHARE FOR THE FULL YEAR -

NEW HAVEN, CONNECTICUT, March 23, 2005 - Transpro, Inc. (AMEX: TPR) today
announced results for the fourth quarter and year ended December 31, 2004.

Charles E. Johnson, President and CEO, stated, "The fourth quarter saw a
continuation of Transpro's solid performance in 2004. We generated net earnings
of $2.4 million for the fourth quarter of 2004, or $0.31 per diluted share,
while sales increased 22.9% from the fourth quarter of 2003 to $64.0 million.
Although market conditions have remained challenging as evidenced by the rising
raw material and fuel costs along with intensified competitive pricing pressure
in the Automotive and Light Truck marketplace, we were able to generate
operating improvements as a result of adding sales through new customer wins and
expansions, our efforts to control operating costs, and the favorable
performance of the heavy duty truck market during the period. We also continued
our focus on working capital management, which resulted in further improvement
in operating cash flow."

Sales in Transpro's Automotive and Light Truck Group were $43.2 million in the
fourth quarter of 2004, compared to $36.7 million in the same period a year ago,
an increase of 17.6%. Sales within the Automotive and Light Truck Group reflect
increased sales of both heat exchange and temperature control products due to
new customer wins in the past year and increased market penetration. These
factors were somewhat diluted by continued competitive pricing pressure as well
as the impact of higher fuel prices and interest rates on customers' purchasing



For the 2004 fourth quarter, sales in the Company's Heavy Duty Group were $20.8
million, versus $15.4 million in the 2003 fourth quarter, an increase of 35.6%.
This significant increase in sales reflects ongoing strength within the Class 7
and 8 truck markets, resulting in increased demand from Transpro's Heavy Duty
OEM customer base, and the contributions of new business programs. Sales of the
Company's Heavy Duty Aftermarket products improved due to new product
introductions, market actions to offset rising raw material costs and the
strengthening of market segments served by this business.

Consolidated gross margin for the fourth quarter of 2004 was $14.5 million, or
22.6% of sales, versus a consolidated gross margin of $8.3 million, or 15.9% of
sales, in the same period in 2003. The improvement in consolidated gross margin
reflects the benefits of the Company's cost reduction actions, as well as higher
sales levels in the quarter. These factors were somewhat offset by a combination
of competitive pricing pressure within the Automotive and Light Truck Group and
rising commodity costs impacting all business segments.

Selling, general and administrative expenses totaled $11.1 million, or 17.3% of
net sales, in the 2004 fourth quarter, compared to $8.7 million, or 16.8% of net
sales, in the same period in 2003. This increase is attributable to the higher
level of sales, increased freight costs and increased accruals for
incentive-related expenses. Operating income for the fourth quarter of 2004 was
$3.4 million, or 5.3% of net sales, versus an operating loss of $0.7 million, in
the fourth quarter of 2003.

During the fourth quarter of 2004, the Company recorded a tax benefit of $0.9
million reflecting the reversal of a portion of its tax valuation reserve in
anticipation of recording a gain in the first quarter of 2005 as a result of the
sale of its Heavy Duty OEM business unit.

Consolidated net income for the 2004 fourth quarter totaled $2.4 million, or
$0.31 per diluted share, compared to a consolidated net loss of $1.6 million, or
$0.22 per diluted share, in the fourth quarter of 2003. The Company's 2003
fourth quarter results included $0.2 million in restructuring and special

For the full year 2004, the Company reported net sales of $268.1 million, an
increase of 17.2% over full year 2003 net sales of $228.7 million. In the
Automotive and Light Truck Group, net sales for 2004 were $185.3 million, a
10.4% increase over net sales of $167.9 million in 2003. In the Heavy Duty
Group, net sales for 2004 increased 36.3% to $82.8 million from $60.8 million in

Gross margin for 2004 was $52.6 million, or 19.6% of net sales, an increase of
39.6% over gross margin of $37.7 million, or 16.5% of net sales, in 2003.
Selling, general and administrative expenses totaled $43.0 million in 2004, or
16.0% of net sales, compared to $38.1 million, or 16.7% of net sales, in 2003.
The Company reported operating income of $9.6 million for the full year 2004
compared to an operating loss of $2.0 million in the prior year.



Transpro reported consolidated net income for the full year 2004 of $5.2
million, or $0.69 per diluted share, versus a consolidated net loss of $4.5
million, or $0.65 per diluted share, in 2003. Results for 2004 include the $0.9
million tax benefit recorded in the fourth quarter due to the reduction in the
tax valuation reserve. Included in the Company's results for the full year 2003
were restructuring and special charges of $1.5 million, as well as a tax benefit
of $1.2 million, reflecting additional refundable income taxes recorded during
the second and third quarters as a result of filing the 2002 federal income tax

The Company generated operating cash flows of $12.1 million in 2004, an
improvement over operating cash flow of $8.7 million in 2003.

Inventory levels at the end of 2004 were $76.4 million compared to $76.0 million
at the end of the third quarter of 2004 and $71.4 million at the end of 2003.
This reflects an improvement in overall inventory turns from 3.0 to 3.2
consistent with our ongoing commitment to improve asset utilization.

In late October 2004, Transpro announced that it had signed a letter of intent
with Modine Manufacturing Company to merge Modine's aftermarket business, debt
free, into Transpro, and to sell Transpro's Heavy Duty OEM business unit to
Modine for $17 million in cash.

The Company announced the signing of a definitive agreement relating to this
transaction on February 1, 2005 and on February 4, 2005, the Antitrust Division
of the Department of Justice and the Federal Trade Commission granted early
termination of the waiting period applicable to the merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. Subject to customary
conditions, including the approval of Transpro's shareholders, the Company
intends to close the merger transaction during the second quarter of 2005. After
the merger, Transpro shareholders will hold 48% of the company's shares and
Modine shareholders will hold 52%. Transpro expects to be the acquirer for
purchase accounting purposes, and Charles E. Johnson, Transpro's current CEO,
will become the CEO of the new company.

In connection with this arrangement, on March 1, 2005, Transpro completed the
sale of the stock of its Heavy Duty OEM business unit to Modine. As a result of
this transaction, the Company expects to report a one-time pretax gain of
approximately $6 million in the first quarter of 2005.

Mr. Johnson stated, "While 2004 was certainly a successful year for Transpro, we
remain focused on the challenges that continue to have an effect on our
marketplace. These include further increases in raw material and fuel costs,
industry-wide competitive pricing pressure and a rising interest rate
environment. Because of our many business improvements and cost reduction
initiatives, the Company is now in a better position to deal with these issues
than at any time in its recent history, but there is much work left to be done.
2005 will also be a transitional year for the Company as a result of the
previously announced sale of our Heavy Duty OEM business unit and the merger
with Modine Manufacturing's aftermarket business. While reported results in 2005
will benefit from the gain on the



sale of the Heavy Duty OEM business unit, subsequent to March 1, 2005, we will
no longer include the operating results of this profitable business unit in our
financial results. Reported results in 2005 are also expected to benefit from
the `negative goodwill' accounting impact generated by the merger transaction.
This treatment should allow us to write-down to zero the net book value of the
acquired fixed assets and to record an expected one-time favorable income
adjustment in the range of $20 million or more at time of the merger."

Mr. Johnson concluded, "In summary, we believe the merger, which is expected to
close in the second quarter of 2005 subject to shareholder approval and other
customary closing conditions, will result in the enhanced size, economies of
scale, breadth of product offerings and financial strength necessary to compete
globally as well as further improve operating performance after the transition
period. As we have announced, we anticipate a 12-18 month period of
restructuring, with charges estimated between $10 to $14 million, which will
address a variety of actions designed to further reduce our costs and improve
customer service. We expect to begin announcing various activities very soon
related to this and other actions that will continue our cost and business
improvement activities. The annualized synergy benefits, after the completion of
this restructuring, are expected to be $20 million or more. While we anticipate
that part of the gains we achieve will be offset by further global market
competition and softening markets, our ultimate operating performance, after the
restructuring period, is expected to show improved results. Driven by our
Strategic Corporate Values, we look forward to taking full advantage of the
opportunity before us and moving Transpro 'into the passing lane'."

TRANSPRO, INC. is a leading manufacturer and distributor of aftermarket heat
transfer and temperature control products for automotive and heavy-duty

Transpro, Inc.'s Strategic Corporate Values are:
o Being An Exemplary Corporate Citizen
o Employing Exceptional People
o Dedication To World-Class Quality Standards
o Market Leadership Through Superior Customer Service
o Commitment to Exceptional Financial Performance


Statements included in this news release, which are not historical in nature,
are forward-looking statements made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Statements relating to the
future financial performance of the Company are subject to business conditions
and growth in the general economy and automotive and truck business, the impact
of competitive products and pricing, changes in customer product mix, failure to
obtain new customers or retain old customers or changes in the financial
stability of customers, changes in the cost of raw materials, components or
finished products and changes in interest rates. Such statements are based upon
the current beliefs and expectations of Transpro's management and are subject to
significant risks and uncertainties. Actual results may differ from those set
forth in the forward-looking statements. When used in this press release the
terms "anticipate," "believe," "estimate," "expect," "may," "objective," "plan,"
"possible," "potential," "project," "will" and similar expressions identify
forward-looking statements. 



In addition, there can be no assurance that the transaction with Modine will be
completed, or as to its ultimate timing and terms. The following factors
relating to the transaction, among others, could cause actual results to differ
from those set forth in the forward-looking statements: (1) the possibility that
the companies may be unable to obtain required corporate and regulatory
approvals or to satisfy other conditions for the transaction; (2) the risk that
the businesses will not be integrated successfully; (3) the risk that the cost
savings and any revenue synergies from the transaction may not be fully realized
or may take longer to realize than expected; (4) disruption from the transaction
making it more difficult to maintain relationships with clients, employees or
suppliers; (5) the transaction may involve unexpected costs; (6) increased
competition and its effect on pricing, spending, third-party relationships and
revenues; (7) the risk of new and changing regulation in the U.S. and
internationally; (8) the possibility that Transpro's businesses may suffer as a
result of the transaction; and (9) other uncertainties and risks beyond the
control of Transpro. Additional factors that could cause Transpro's results to
differ materially from those described in the forward-looking statements can be
found in the Annual Report on Form 10-K of Transpro, in the Quarterly Reports on
Forms 10-Q of Transpro, and Transpro's other filings with the SEC. The
forward-looking statements contained in this press release are made as of the
date hereof, and we do not undertake any obligation to update any
forward-looking statements, whether as a result of future events, new
information or otherwise.


In connection with the transaction with Modine, Modine and Transpro will file
relevant materials with the SEC, including one or more registration statement(s)
that contain a prospectus and a proxy/information statement. Stockholders are
urged to read the prospectus and proxy/information statement regarding the
transaction when it becomes available, because it will contain important
information about Modine, Transpro and the transaction. Stockholders will be
able to obtain a free copy of the prospectus and proxy/information statement, as
well as other filings containing information about Modine and Transpro, without
charge, at the SEC's Internet site ( and the companies'
respective Internet sites at and

Modine, Transpro and their respective directors and executive officers may be
deemed to be participants in the solicitations of proxies in respect of the
transaction. Information regarding Modine's directors and executive officers is
available in its proxy statement filed with the SEC by Modine on June 14, 2004,
and information regarding Transpro's directors and executive officers is
available in its proxy statement filed with the SEC on March 29, 2004. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the prospectus and proxy/information statement
and other relevant materials to be filed with the SEC.

                                 TRANSPRO, INC.

                                                     THREE MONTHS            TWELVE MONTHS
                                                  ENDED DECEMBER 31,       ENDED DECEMBER 31,
                                               ----------------------    ----------------------
                                                 2004         2003         2004         2003
                                               ---------    ---------    ---------    ---------
Net sales                                      $  64,015    $  52,073    $ 268,143    $ 228,704
Cost of sales                                     49,522       43,809      215,552      191,037
                                               ---------    ---------    ---------    ---------
Gross margin                                      14,493        8,264       52,591       37,667
Selling, general and administrative expenses      11,095        8,724       42,993       38,137
Restructuring and other special charges             --            230         --          1,490
                                               ---------    ---------    ---------    ---------
Operating income (loss)                            3,398         (690)       9,598       (1,960)
Interest expense                                   1,701          885        4,812        3,739
                                               ---------    ---------    ---------    ---------
Income (loss) before taxes                         1,697       (1,575)       4,786       (5,699)
Income tax (benefit)                                (663)         (20)        (392)      (1,163)
                                               ---------    ---------    ---------    ---------
Net income (loss)                              $   2,360    $  (1,555)   $   5,178    $  (4,536)
                                               =========    =========    =========    =========

Shares outstanding:
    Basic                                          7,106         7,106       7,106        7,106
    Diluted                                        7,508         7,106       7,493        7,106

Net income (loss) per share:
    Basic                                      $    0.33    $    (0.22)  $    0.72    $   (0.65)
    Diluted                                    $    0.31    $    (0.22)  $    0.69    $   (0.65)

                                  Table 1 of 3

                                 TRANSPRO, INC.
                                 (IN THOUSANDS)

                                                       DECEMBER 31, 2004     DECEMBER 31, 2003
                                                       -----------------     -----------------
  Accounts receivable, net                                       $40,492               $46,056
  Inventories, net                                                76,368                71,427
  Other current assets                                             6,350                 6,133
  Net property, plant and equipment                               22,698                24,154
  Other assets                                                     7,993                 9,408
                                                       -----------------     -----------------
  Total assets                                                  $153,901              $157,178
                                                       =================     =================

  Accounts payable                                               $33,174               $32,816
  Accrued liabilities                                             20,115                18,134
  Total debt                                                      44,024                50,944
  Other long-term liabilities                                      9,753                11,664
  Stockholders' equity                                            46,835                43,620
                                                       -----------------     -----------------
  Total liabilities and stockholders' equity                    $153,901              $157,178
                                                       =================     =================

                                  Table 2 of 3

                                 TRANSPRO, INC.
                            SUPPLEMENTARY INFORMATION
                                 (IN THOUSANDS)

                                                   THREE MONTHS                      TWELVE MONTHS
                                                 ENDED DECEMBER 31,                ENDED DECEMBER 31,
                                             -------------------------       -------------------------
                                               2004            2003            2004            2003
                                             ---------       ---------       ---------       ---------
Net sales:
Automotive and light truck                   $  43,178       $  36,708       $ 185,331       $ 167,932
Heavy duty                                      20,837          15,365          82,812          60,772
                                             ---------       ---------       ---------       ---------
   Total                                     $  64,015       $  52,073       $ 268,143       $ 228,704
                                             =========       =========       =========       =========

Operating income (loss):
Automotive and light truck                   $   2,986       $      (9)      $  11,428       $   4,219
Restructuring and other special charges           --              (176)           --              (864)
                                             ---------       ---------       ---------       ---------
   Automotive and light truck total              2,986            (185)         11,428           3,355
                                             ---------       ---------       ---------       ---------
Heavy duty                                       2,439             612           4,935            (121)
Restructuring and other special charges           --               (54)           --              (626)
                                             ---------       ---------       ---------       ---------
   Heavy duty total                              2,439             558           4,935            (747)
                                             ---------       ---------       ---------       ---------
Corporate expenses                              (2,027)         (1,063)         (6,765)         (4,568)
                                             ---------       ---------       ---------       ---------
   Total                                     $   3,398       $    (690)      $   9,598       $  (1,960)
                                             =========       =========       =========       =========

CAPITAL EXPENDITURES, NET                    $     990       $   1,821       $   4,695       $   5,055
-------------------------                    =========       =========       =========       =========

                                  Table 3 of 3