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

On May 18, 2005, Transpro, Inc. sent the following communication to its

                                 [Transpro Logo]

May 18, 2005

TO:      All Transpro Associates

FROM:    Charley Johnson

SUBJECT: Merger Update

We took a significant step toward completing our merger with Modine Aftermarket
by filing the initial S-4 document with the Securities and Exchange Commission
(SEC) on May 2, 2005. The S-4 filing is required because Transpro's shareholders
need to vote on the merger and Transpro is issuing stock to Modine's
shareholders in the transaction. The SEC's timeframe for review of the document
and completion of this process cannot be determined with certainty, but we
presently expect to close the merger late in the second quarter or early in the
third quarter of calendar 2005, subject to customary conditions.

There has been a great deal of planning for Day 1 activities (the day Modine and
Transpro merge) and beyond. These activities include Information Technology
conversions, product and facility reviews, Associate and customer
communications-- to mention just a few. This planning process is important to
our Associates and customers as the closing is expected to occur in the middle
of our summer season, so we need to make this transition as seamless as possible
for everyone.

It is clear from the planning process that our new company will offer many
advantages for our customers. We will have more product lines to offer, from a
wider variety of cores for industrial applications, to complete radiators for
our Heavy Duty Aftermarket customers. The way we fulfill customer orders is now
being enhanced by a state of the art distribution facility in Southaven, MS
managed by UPS. This cost efficient operation will provide better order fill
rates for our customers and better replenishment for our branches.

Transpro is close to legally finalizing the new corporate name and tag line.
This process has been very complex since it involved not only approval in the
USA but in Europe and Mexico as well. The name will be released by incorporating
it into the final S-4.

Modine and Transpro management teams are continuing to finalize the
organization, especially at the field sales and operations level. The final
organization will be announced close to the time that the merger occurs.

It is important to note that the strengths of our new combined company, coupled
with the fact this has been another soft selling season so far, may be forcing
our competitors to use unprofessional tactics to attack us on a local level.
This is to be expected and we will redouble our efforts, as we always have, to
insure our customers understand our position by our actions as well as our
continued friendship. Remember that we often say, "We will be successful
together", and that includes our customers!

Finally, continue doing business as you always have. We are approaching our peak
selling months. Continue to promote, create customer contacts, and be wise in
your actions. Remember that you are the representative of our company and it is
always appropriate to act in our mutual best interests. There is not value for
you or the company by engaging in "conjecture" or attempting to be "all knowing"
regarding the progress of the merger. Differentiate yourself with the best
customer and delivery service our customers can possibly get. Make that extra
effort to solve the customer's problem allowing them to make more money. When a
customer makes money dealing with our company they will return again and again.
Let's be strong contributors now, and we will insure an even stronger future for
our new combined company.

                                      * * *


This filing contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, statements about the benefits of the transaction, including
future financial and operating results, plans, objectives, expectations and
intentions and other statements that are not historical facts. Such statements
are based upon the current beliefs and expectations of Transpro's management and
are subject to significant risks and uncertainties. Actual results may differ
from those set forth in the forward-looking statements. When used in this filing
the terms "anticipate," "believe," "estimate," "expect," "may," "objective,"
"plan," "possible," "potential," "project," "will" and similar expressions
identify forward-looking statements.

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

obligation and expressly disclaims any duty to update information contained in
this filing except as required by law.


In connection with the transaction, a registration statement on Form S-4 that
contains a preliminary proxy statement/prospectus-information statement
regarding the proposed transaction was filed by Transpro with the SEC on May 2,
2005. Stockholders are urged to read the proxy statement/prospectus-information
statement and any other relevant documents filed with the SEC because they will
contain important information about Modine, Transpro and the transaction. The
final proxy statement/prospectus-information statement will be mailed to
stockholders of Transpro and Modine. Stockholders will be able to obtain a free
copy of the proxy statement/prospectus-information statement, as well as other
filings containing information about Modine and Transpro, without charge, at the
SEC's Internet site ( 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 preliminary proxy statement filed with the SEC by Modine on May
13, 2005. Information regarding Transpro's directors and executive officers, as
well as the interests of participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings and
otherwise, is available in the proxy statement/prospectus-information statement
that is a part of the registration statement on Form S-4 filed by Transpro with
the SEC on May 2, 2005.