Financial Corporation (New England) effective July 21, 2005. The amended credit facility consists of a revolving credit line in the maximum amount of $78.3 million and a $1.7 million term loan, each of which was amended to expire on July 21, 2009 (subject to renewal on an annual basis thereafter). Under the amended credit facility, the interest rate is 2% over a Eurodollar-based rate through April 21, 2006 and ranges from 1.75% to 2.25% over such rate thereafter. The amended credit facility also provides that the Company may pay dividends or repurchase capital stock of up to $3.0 million annually so long as excess availability is at least $18.0 million for the 30 consecutive days both prior to and following the payment date. The amended credit facility also amends the borrowing base calculation such that (i) up to $55.0 million in respect of eligible inventory may be counted and (ii) availability reserves may be revised for dilution in respect of the Company's accounts. The amended credit facility adds financial covenants for (i) minimum EBITDA (tested quarterly commencing September 30, 2005 and not required if excess availability exceeds $15.0 million), (ii) minimum excess availability ($5.0 million at all times through June 30, 2006 and $13.0 million immediately after giving effect to the merger), and (iii) capital expenditures (not to exceed $12.0 million in any calendar year and, if financed, financed under the amended credit facility). The Company was required to, and did, satisfy customary conditions to the amendment of the credit facility and to Wachovia's consent to the merger. The foregoing description of the amended credit facility does not purport to be complete and is qualified in its entirety by reference to the twelfth amendment to the loan and security agreement, a copy of which is filed as Exhibit 10.4 hereto and incorporated herein by reference.

Item 2.01.    COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On July 22, 2005, following receipt of approval of the Company's stockholders, the Company completed its merger transaction pursuant to which Modine Aftermarket merged into the Company. Modine Aftermarket was spun off from Modine immediately prior to the merger and held Modine's aftermarket business. Upon effectiveness of the merger, the Company changed its name to "Proliance International, Inc." and, effective July 26, 2005, the Company's common stock began trading on the American Stock Exchange under the ticker symbol "PLI". In connection with the merger, the Company has issued a total of 8,145,795 shares of its common stock to Modine shareholders, or 0.235681 shares for each outstanding Modine common share. Immediately after the effectiveness of the merger, prior Transpro, Inc. shareholders owned 48% of the combined company on a fully diluted basis, while Modine shareholders owned the remaining 52%.

Item 2.05.    COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES

With the completion of the merger described in Item 2.01 above, the Company, as previously disclosed, will be embarking on a 12 to 18 month integration period that is expected to result in one-time restructuring charges of $10 million to $14 million. While specific action plans are in the process of being finalized, they represent a combination of charges to rationalize facilities, improve manufacturing efficiency and lower operating costs and will impact both the prior Modine aftermarket business and historical Transpro locations. It is anticipated that costs associated with the prior Modine aftermarket business facilities will be recorded in the opening acquisition balance sheet while costs associated with historical Transpro facilities will be recorded in the income statement. As specific plans are committed to, details will be disclosed.

On July 22, 2005, the authorized senior executive officers of the Company determined to commit the Company to closing its radiator and oil cooler manufacturing plant in Emporia, Kansas and two heavy duty regional plants located in Seattle, Washington and Denver, Colorado as the first phase of its merger restructuring program. These facilities are being combined into other existing Company facilities. These actions are being taken in order to eliminate duplicate facilities and lower manufacturing costs. The closure and consolidation actions are expected to be completed by the end of 2005 and are expected to result in between $3.5 million and $4.5 million of restructuring costs. Of these costs, between $1.1 and $1.5 will be associated with moving inventory and fixed assets, between $0.7 and $0.9 will be for facility exit costs and between $1.7 and $2.1 will be one-time personnel related termination expenses. It is expected that the majority of these costs will be accrued in the opening acquisition balance sheet and all costs are expected to result in future cash expenditures. On

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July 25, 2005, the Company issued a press release attached hereto as Exhibit 99.1, disclosing the initiation of the restructuring program.

Item 5.02.    DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

(b)    On July 22, 2005, Sharon M. Oster resigned from the Board of Directors of the Company. She had served as a member of the Audit Committee of the Board of Directors.

(d)    On July 22, 2005, pursuant to and in accordance with the merger of Modine Aftermarket into the Company, the Company's Board of Directors became classified and Vincent L. Martin, Bradley C. Richardson, James R. Rulseh and Michael T. Yonker became directors of the Company. Messrs. Martin, Richardson, Rulseh and Yonker were designated by Modine in connection with the merger. Messrs. Martin and Yonker are currently directors of Modine, and Messrs. Richardson and Rulseh are currently executive officers of Modine.

Effective as of the merger, the members of the Company's Board of Directors are classified as follows:

Director				Class				Term Expires
Bradley C. Richardson					I				2006
Paul R. Lederer					I				2006
William J. Abraham, Jr.					I				2006
James R. Rulseh					II				2007
Michael T. Yonker					II				2007
F. Alan Smith					II				2007
Charles E. Johnson					III				2008
Vincent L. Martin					III				2008
Philip Wm. Colburn					III				2008
Barry R. Banducci					III				2008

The Board of Directors has not yet determined on which Board committees Messrs. Martin, Richardson, Rulseh and Yonker will serve, although it expects to do so at its next scheduled meeting.

Item 5.03.    AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

As described in the proxy statement/prospectus-information statement relating to the merger, as a result of the merger, effective July 22, 2005, the certificate of incorporation and bylaws of the Company were amended and restated to change the Company's name from Transpro, Inc. to Proliance International, Inc., to increase the Company's number of authorized shares of common stock to 47.5 million and to make certain other changes. The amendments also implemented a classified board of directors, with one class of directors being elected at the Company's annual shareholders meeting in 2006, 2007 and 2008, including related provisions (i) providing that vacancies on the board may only be filled by remaining board members and directors may only be elected at annual meetings or removed for cause and (ii) requiring the vote of holders of 80% of the Company's voting stock to remove a director or amend the classified board and the related provisions. The classified board and related provisions will automatically cease to apply at the 2009 annual shareholders meeting, and all of the Company's directors will be elected for one-year terms beginning with that meeting. The foregoing description of the amended and restated certificate of incorporation and bylaws of the Company does not purport to be complete and is qualified in its entirety by reference to such documents, copies of which are filed as Exhibits 3.1 and 3.2 hereto and incorporated herein by reference.

Item 8.01.    OTHER EVENTS

On July 25, 2005, the Company issued a press release announcing the initiation of a restructuring program to include the closure of its Emporia, Kansas facility and two heavy duty regional plants in Denver, Colorado and Seattle, Washington. A copy of this press release is furnished as Exhibit 99.1 hereto.

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Item 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

(a)    Financial Statements of Businesses Acquired.

The financial statements and additional information required pursuant to Item 9.01(a) of Form 8-K will be filed within 71 calendar days after the date on which this report on Form 8-K must be filed.

(b)    Pro Forma Financial Information.

The pro forma financial information required pursuant to Item 9.01(b) of Form 8-K will be filed within 71 calendar days after the date on which this report on Form 8-K must be filed.

(c)    Exhibits – The following exhibits are filed, or in the case of Exhibit 99.1, furnished, as part of this report:

3.1	Amended and Restated Certificate of Incorporation of Proliance International, Inc.

3.2	Amended and Restated Bylaws of Proliance International, Inc.

10.1	License Agreement between the Company (as successor to Modine Aftermarket Holdings, Inc.) and Modine Manufacturing Company

10.2	Form of Director and Officer Indemnification Agreement

10.3	Proliance International, Inc. Equity Incentive Plan

10.4	Twelfth Amendment to Loan and Security Agreement

99.1	Press Release dated July 25, 2005

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PROLIANCE INTERNATIONAL, INC.

Date: July 28, 2005  By:/s/ Richard A. Wisot

Richard A. Wisot Vice President, Treasurer, Secretary, and Chief Financial Officer

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