Upon the expiration or termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act for the
proposed merger, the definitive OE agreement provides that the two
companies may proceed to close on Modine's purchase of Transpro's
heavy -duty OE business separately from the Aftermarket transaction. We are fulfilling our
commitment to deliver the most value-adding solution for our
Aftermarket business. Wachovia
Securities is acting as financial advisor to Transpro and Jones Day is
providing legal counsel.com

About Transpro

Transpro, Inc.

Cautionary Information Regarding Forward-Looking Statements

This communication contains statements that constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based on Modine's current
expectations and beliefs and are subject to a number of risks,
uncertainties and assumptions that could cause actual results to
differ materially from those described in the forward-looking
statements .5 million backlog as of 2004 year-end,
during the first two months of the current year, the Company entered into
additional contracts with estimated revenues of $3. Over the past twelve
months , the Company received new building engineering bid specifications at an
average rate of $3.

Graham designs and builds vacuum and heat transfer equipment for
process industries throughout the world .

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com
Robert W.
Investors and security holders are urged to read the required
disclosure documents and the other relevant materials when they become
available before making any voting or investment decision with respect
to the proposed transaction.3) million.13) per share for 2003 - based on weighted
average number of shares of 22,156,331 compared to 20,163,045 for 2003. Total assets increased 87 percent to $8. Gross profit margins for
manufactured products have improved due to increased sales volume and should
improve with more efficient production and engineering design modifications
for material cost reduction.
Operating expense increase was primarily attributed to a charge of $1. The fourth is energy products including
generators, engine driven chillers, co-generation and building automation
systems.graham-mfg.

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Modine, Transpro and their respective executive officers and
directors may be deemed to be participants in the solicitation of
proxies from security holders in favor of the proposed transaction.5 million increase in bad debt
expense and bad debt allowance as compared to the prior period.3 million. Cash and cash
equivalents increased to $1.2 million from $375,000 and working capital
increased to $1. While we have expended considerable capital and
manpower resources developing these applications over the last two years,
business opportunities from Central HVAC Systems projects and Plastic Heat
Exchange Products during the fourth quarter of 2004 and the first quarter of
2005 support our initiatives.
The $0.

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In connection with Modine's focus on its original equipment (OE)
business, Modine also will acquire Transpro's heavy-duty OE business ,
including a plant in Jackson, Mississippi, for $17 million in cash."
For the 12 months ended September 26, 2004, Modine's Aftermarket
business had revenues of approximately $215 million.
More information about Modine can be found at www.modine."
Joe Cahill, PowerCold's CFO, added, "We are carefully focusing on cash
management and firmly addressing the past due accounts receivable through a
rigorous collections policy.
The third is the design and production of unique chiller systems for the HVAC
and refrigeration industry.powercold.----Graham
Corporation's (GHM:ASE) Board of Directors today declared a quarterly
cash dividend of $0.05 per share dividend declared today will be payable April
1, 2005 to shareholders of record at the close of business on March
15, 2005. The company's website
address is www.

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(AMEX:TPR) for a previously announced transaction
to spin off Modine's Aftermarket business on a debt-free and tax-free
basis to Modine's shareholders and then merge it with Transpro.
The business, which has annual sales of approximately $50 million and
is expected to result in immediate accretion to Modine's earnings per
share with future synergy and expansion opportunities, manufactures
heat exchangers for the heavy-duty truck and industrial OE markets. The business has
approximately 1,600 employees in North America and Europe.
The proposed merger of Modine's Aftermarket business with Transpro
is expected to result in major strategic and market benefits, as well
as provide an appropriate cost base and capital structure to succeed
in a highly competitive industry.sec.
"Our plans for 2005 include concentrating on two specific proprietary
applications: Central HVAC Air Condition Systems and Plastic Heat Exchange
Products . The second is a line of evaporative condensers, heat
exchange systems and fluid coolers for the HVAC and refrigeration industry. The company does not undertake to
publicly update or revise its forward-looking statements even if experience or
future changes make it clear that any projected results (expressed or
modified) will not be realized.

wtt condensers

Business Editors

RACINE, Wis .modine.
PowerCold's loss from operations for 2004 was $(3. The Company
incurred a net loss of $(4. Graham's stock
is listed on the American Stock Exchange.

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The transaction will create a publicly traded company with annual
revenues of more than $400 million selling replacement radiators ,
radiator cores, charge air coolers, heaters, condensers and air
conditioning components for vehicular , off-highway and industrial
applications primarily in North America, Central America and Europe.

Modine's products are used in light, medium, and heavy-duty vehicles,
HVAC (heating, ventilation , air conditioning) equipment, industrial
equipment, refrigeration systems, fuel cells and electronics .1 million for the prior year period.7) million or $(0.

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"We think this overall transaction is the optimum approach for
dealing with the challenges our Aftermarket business has been facing
in recent years and is a winning formula for all stakeholders," said
David Rayburn, Modine President and Chief Executive Officer.6
million in 2003. Simola
added, "We have also developed `plastic kits' for four OEM fluid cooler
companies.001 par value;
200,000,000 shares authorized,
23,485,817, 21,576,750, and
18,442,066, shares issued and
outstanding, respectively 23,486 21,577 18,442
Additional paid-in capital 20,621,207 17,798,978 14,345,316
Accumulated deficit (20,614,502) (16,277 ,470) (13,620,922)
Accumulated other comprehensive
income - 19,317 38,800
Total Stockholders' Equity 30,191 1,562,402 781,636

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $8,575,550 $4,592,716 $1,684,550

It is a worldwide leader in
vacuum technology .

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Incorporated is acting as financial advisor
to Modine and Quarles + Brady LLP is providing legal counsel.modine. Risks, uncertainties and assumptions include (1) the
possibility that Modine and Transpro may be unable to obtain required
corporate and regulatory approvals or to satisfy other conditions for
the proposed transaction; (2) problems that may arise in integrating
the businesses of the two companies and that the integration may not
be successful; (3) the proposed transaction may involve unexpected
costs; (4) the combined company may be unable to achieve the
anticipated cost-cutting synergies or those benefits may take longer
to realize than expected; (5) the businesses of one or both companies
may suffer as a result of uncertainties surrounding the proposed
transaction including disruption of relationships with customers,
employees or suppliers; (6) increased competition and its effect on
pricing; and (7) other risks beyond the control of either party.
Subsequent to the Company's $2. In addition,
over $37 million in design build bid proposals have been submitted to date to
national account customers and hospitality franchisees.6 million in 2004 from $4. Long -term liabilities increased to $2,764,136 from
the convertible debt placed with Laurus on July 29 , 2004.7 million in
Nauticon proposals, which it believes will generate new business and expand
its client base in the current year.05)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING ,
BASIC AND DILUTED 22,156,331 20,163,045 17,117,692

POWERCOLD CORPORATION
CONSOLIDATED BALANCE SHEETS

December 31,
2004 2003 2002

ASSETS

CURRENT ASSETS
Cash and cash equivalents $1,206,417 $374,678 $88,613
Restricted cash 100,000 - -
Contracts and retentions
receivable, net of allowance 5,411,110 2,388 ,495 296,179
Costs and estimated earnings in
excess of billings
on contracts in progress - 245,535 -
Inventory 120,926 11,156 180,433
Prepaid expenses 141 ,790 100,118 3,875
Total Current Assets 6,980,243 3,119,982 569,100

OTHER ASSETS
Property and equipment, net 335,675 135,858 130,598
Patent rights and related
technology, net 1,248 ,805 1,306,731 926,716
Securities available for sale - 19,317 38,800
Deposits 10,828 10,828 5,661
Total Other Assets 1,595,307 1,472,734 1,101,775

NET ASSETS FROM DISCONTINUED
OPERATIONS - - 13,675

TOTAL ASSETS $8,575,550 $4,592,716 $1,684,550

LIABILITIES AND STOCKHOLDERS'
EQUITY

CURRENT LIABILITIES
Accounts and retentions payable $3,577,077 $896,447 $269,359
Accrued expenses 189,387 356,583 65,891
Billings in excess of costs and
estimated earnings
on contracts in progress 380,873 947,807 -
Commissions and royalty payable 252,948 8,180 55,066
Convertible note payable,
related party 172,236 417,236 196,760
Convertible note payable,
current portion 1,166,666 - -
Notes payable, current portion 42,036 334,014 34,014
Current portion of capital
lease payable - 630 3,321
Total Current Liabilities 5,781,223 2,960,897 624,411

LONG-TERM LIABILITIES
Convertible note payable, net
of current portion 2,755,590 - -
Note payable, net of current
portion 8,546 - -
Capital lease payable, net of
current portion - - 600
Total Long-term Liabilities 2 ,764,136 -

COMMITMENTS AND CONTINGENCIES - 69,417 277 ,903

STOCKHOLDERS' EQUITY
Convertible preferred stock,
Series A, $0.com

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The combined Aftermarket businesses, with expected revenues of
more than $400 million, will have a strong balance sheet with a debt
to capitalization ratio of about 20%.transpro . Such documents
regarding the proposed transaction are not currently available. The Company added that
its backlog for installation contracts at December 31, 2004 was $2.1 million of the bad debt charge and any proceeds will be
recognized in future periods. "We also intend to capitalize on the development progress
made over the last two years in plastic product applications. We
expect this line to have a positive impact on revenue and margins as customers
move to plastic coils from copper coils. The Company derives its revenues from four principal
product line applications.
Other markets served include metal refining, pulp and paper,
shipbuilding, water heating, refrigeration , desalination, food
processing, drugs, heating, ventilating and air conditioning.

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1
million from $4. The Company recorded a charge of $529,000 as an
allowance for bad debt due to the aging of certain receivables and has
increased collection efforts on all past due receivables. The first is proprietary applications for the HVAC
industry, including a patented four pipe integrated piping system for large
commercial buildings and turnkey HVAC systems for small commercial national
chain store applications .

brazed evaporator

Modine Signs Definitive Agreement with Transpro for Previously Announced Spin off and Merger of Modine 's Aftermarket Business with Transpro and Purchase of Tra

" Mr.

reheat brazed

"We
believe the transaction will create a company highly competitive in
the heat transfer Aftermarket with significant benefits for our
shareholders , customers and employees. He emphasized that Modine's return on capital
employed and pre-tax earnings margin are expected to increase by about
1 1/2 to 2 percentage points and 1 to 1 1/2 percentage points ,
respectively, on an annualized, pro forma basis. Such statements include, but
are not limited to, statements about the benefits of the merger and OE
transactions, including future financial and operating results, plans,
objectives, expectations and intentions and other statements that are
not historical facts. Investors and security
holders may obtain these documents (and any other documents filed by
Modine and/or Transpro with the SEC) free of charge at the SEC's web
site at www.gov .2 to 1. We attribute the high accounts receivable to the
significant revenue growth rate during 2003 and 2004. We
expect better cash flow and improved margins in 2005.

Graham Corporation Declares Quarterly Dividend

Business Editors

BATAVIA, N.

scraped bonaldi

A
letter of intent for the proposed transaction was announced on October
29, 2004. Information about the executive
officers and directors of Transpro and their ownership of Transpro
common stock is set forth in the proxy statement for Transpro's 2004
Annual Meeting of Shareholders, which was filed with the SEC on March
29, 2004.

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Modine investors will retain their shares in Modine Manufacturing
Company and also will receive approximately 0. Following estimated one-time
restructuring/implementation charges of $10 to $14 million, net of
working capital benefits, over the 12- to 18-month integration period,
the new company anticipates annual cost savings of at least $20
million, with additional savings possible, through the optimization of
production, marketing and distribution activities, the elimination of
duplicative overhead costs and improved material sourcing. The
Company employs more than 8,500 people at 35 facilities worldwide.

Revenues Increase 123 Percent to $9.66
million to bad debt reserve, an increase of $439,000 in salaries for the
hiring additional sales personnel and sales support staff for PowerCold
ComfortAir Solutions operations, an increase of $380,000 in R+D expense
primarily due to work on the plastic heat exchange product, an increase of
$329,000 in sales, marketing and advertising expense and an increase of
$142,000 in legal and account expense primarily due to lawsuits and stock
registration. We plan to further exploit these engineering
development achievements and focus our sales engineering and marketing
resources in these product lines on large commercial buildings, concentrating
on the growth segments of the hospitality industry," commented PowerCold's
CEO, Frank Simola.

Company Information:
Contact: Diane Braun at 800 -782-1225
Email: pwcl@powercold. Such forward-looking statements involve certain
risks, assumptions and uncertainties, including the inability to generate and
secure the necessary product sale, or the lack of acceptance of the company's
products by its customers.13) $(0. The principal markets for Graham's equipment are
the chemical, petrochemical, petroleum refining and electric power
generating industries, including cogeneration and geothermal plants. Graham's
ejectors, liquid ring and dry vacuum pumps, condensers, heat
exchangers and other products, sold either as components or as
complete systems, are used by its customers to produce synthetic
fibers, chemicals, petroleum products (including gasoline), electric
power, processed food (including canned, frozen and dairy products),
pharmaceutical products, paper, steel, fertilizers and numerous other
products used every day by people throughout the world.

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----Modine Manufacturing
Company (NYSE:MOD) said today it has signed a definitive agreement
with Transpro, Inc. Baird + Co.com.1 Million
Company Projects Continued Growth in 2005

LAVERNIA, Texas, PowerCold Corporation
(OTC Bulletin Board: PWCL) announced today record financial results for 2004.7) million, an increase
of 63 percent over the prior year loss of $(2.3) million or $(0. The Company plans
to market directly to corporate national chain stores and restaurants with its
proprietary HVAC system and reduce its focus on custom bid spec project
marketing that historically has lower profit margins.05 per share on the outstanding common stock of
the Company.

Their existence is justified by the companies involved having a main focus on heat creation but a sufficiently important ancilliary interest in its exchange/transfer/disposal.

evaporator finned

Information about the executive officers and directors of Modine and
their ownership of Modine common stock is set forth in the proxy
statement for Modine's 2004 Annual Meeting of Shareholders, which was
filed with the SEC on June 14, 2004. Current liabilities increased 95% to $5,781,223 for 2004
from $2 ,960,897 for 2003. We intend to focus more
on the higher margin hospitality industry and plastic products in 2005 and
less on 'bid spec jobs' that have historically generated lower gross margins . PowerCold's proprietary energy
efficient products provide a clean comfort air environment and significantly
reduce power costs by up to 50% for air conditioning, refrigeration and on-
site building power .

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The merger, which is not subject to Modine shareholder approval,
is subject to regulatory clearance , Transpro stockholder approval and
satisfaction of other customary closing conditions.
An October 29, 2004 press release announcing the signing of a
letter of intent, as well as an investor slide presentation detailing
the proposed transactions, may be found on Modine's Web site at
www.
Investors and security holders are urged to read these documents (if
and when they become available) and any other relevant documents filed
with the SEC, as well as any amendments or supplements to those
documents , because they will contain important information about
Modine, Transpro and the proposed transaction .com and the documents filed with the SEC by Modine may be
obtained free of charge from Modine at www.
Total revenue for the year ended December 31, 2004 increased 123% to $9.0
million per month in 2005 based on new building activity projections from
national accounts.
The Current Ratio at year end 2004 was 1.com
Website: http://www. In each case actual results may differ materially
from such forward-looking statements.20) $(0.

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This subcategory indexes sites put together by companies and individuals concerned with the manufacture, distribution, and servicing of heat exchanging equipment.

Note: To a limited degree, some additional heat exchanger sites are included in the Furnaces_Ovens_Kilns category.

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This proposed ownership split, which reflects the valuation of
each company's respective Aftermarket business agreed to in final
negotiations, is a slight adjustment to the original ownership
composition described in the October 29th letter of intent
announcement , which called for Modine shareholders to own 54% and
existing Transpro shareholders the remaining 46%. is a manufacturer and distributor of Aftermarket
and OEM heat transfer and temperature control products for automotive,
truck and industrial applications.
Additional factors that could cause Modine'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 Modine, and in the
Quarterly Reports on Form 10 -Q of Modine and Modine's other filings
with the SEC.

Additional Information About the Proposed Transaction and Where to
Find It

In connection with the proposed transaction, Modine and Transpro
will file relevant materials with the SEC, including one or more
registration statement(s) that contain required disclosure documents.5 million
and projects continued revenue growth for 2005.0 million per month and expects this to increase to $4."

About PowerCold
PowerCold(R ) Corporation designs, develops and markets unique HVAC
products and systems for commercial use.25 )
BASIC AND DILUTED, DISCONTINUED
OPERATIONS $- $ nil $(0.

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According to Brad Richardson, Modine Vice President, Finance, and
Chief Financial Officer, Modine will, as a result of the transactions,
be predominantly focused on OE with an emphasis on a technology-driven
customer platform. Recovery
actions as claims against payment bonds, litigation and arbitration have been
initiated for $1.
Gross profit margins decreased in 2004 due to the volume of custom "bid
spec projects" installed at retail stores and restaurants . We shipped our
first Nauticon(R) plastic coil fluid cooler units to multiple installations
throughout Florida during the fourth quarter. Initial system installations
have been very successful and we have instituted a major marketing program for
plastic products, which began in the first quarter of 2005.Y.

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About Modine Manufacturing Company

Founded in 1916, Modine Manufacturing Company specializes in
thermal management systems and components, bringing heating and
cooling technology and solutions to diversified global markets. In addition, the documents filed with the SEC by
Transpro may be obtained free of charge from Transpro's web site at
www.2 million from $159,000 at year end 2003.1 million in
2003. Stockholders' equity
decreased to $30,191 for 2004 from $1,562,402 for 2003. Almost half of the Nauticon proposals
utilize plastic heat exchangers. General and administrative expense decreased by almost $729,000
as resources were focused on sales and marketing activities and travel
expenses were reduced by $142,000 by deploying personnel on a regional rather
than a national basis.
To augment our working capital, we intend to license out our heat exchange
technology in markets outside North America, with five- and ten-year licensing
agreements that include annual license fees and sales-based royalties.001 par value;
5,000,000 shares authorized,
no shares issued and outstanding - - -
Common stock, $0.

reheat wcr

Investors and security holders may obtain more detailed
information regarding the direct and indirect interests of Modine,
Transpro and their respective executive officers and directors in the
proposed transaction by reading the required disclosure documents
regarding the proposed transaction when they become available.

PowerCold Reports Record Revenue in 2004

The increase in the
operating loss can be attributed to the $1.0 million as of year-end from $3. PowerCold recently submitted $1 . Recently, we have successfully developed
and installed the first plastic fluid cooler that can be used for residential
units and small buildings and expanded for larger commercial buildings.com

PowerCold(R) and Nauticon(R) are registered trademarks of PowerCold
Corporation

Forward-Looking Information: The statements in this news release contain
forward-looking information within the meaning of the Private Securities
Litigation Reform Act of 1995.

okura retubing

24 shares in the new
company for every 1 share of Modine stock held as of the record date
for the spin off. Modine assumes no obligation and expressly disclaims any
duty to update the information contained herein except as required by
law. Current assets
increased 124 percent to $7. Two fluid cooler OEM companies showed their proprietary products
with PowerCold's plastic components for the first time at the ASHRAE
convention in early February 2005.

POWERCOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Years Ended December 31,
2004 2003 2002

REVENUES
Contracts including equipment $8,579,584 $3,350,409 $-
Equipment 511,159 720,067 1,505,890
Total Revenues 9,090,743 4,070,476 1,505,890

COST OF REVENUES
Direct labor and equipment-
contracts 6,571,082 1,920,854 -
Direct labor and material-
equipment 144,138 597,565 1,001,612
Warranty 265,899 - -
Manufacturing supplies 126,266 16,409 196,608
Shipping and handling 98,892 92,300 50,901
Total Cost of Revenues 7,206 ,277 2,627,127 1,249,121

GROSS PROFIT 1,884,466 1,443,349 256,769

OPERATING EXPENSES
Sales, marketing and advertising 828,092 499,370 280,376
Salaries and benefits 1,577,212 1,137,926 1,067 ,326
General and administrative 149,055 877,831 616,837
Travel 101,644 243,422 169,885
Research and development 557,495 177,680 226,738
Legal and accounting 223,384 81,039 237,916
Consulting 265,700 275,839 553 ,876
Occupancy 133,751 109,158 107,373
Bad debt allowance 1,664,928 193,356 56,232
Loss on impairment of inventory - 33,506 147,204
Depreciation and amortization 113,042 97,525 92,758
Total Operating Expenses 5,614,303 3,726,651 3,556,521

LOSS FROM OPERATIONS (3,729,837) (2,283,302) (3,299,752)

OTHER INCOME (EXPENSES)
Interest income 28,774 - 5,409
Interest and financing expense (635,969) (355,086) (198,452)
Other income (expense) - - 53,540
Total Other Income (Expenses) (607,195) (355,086) (139,503)

LOSS BEFORE INCOME TAX (4,337,032) (2,638,388) (3,439,255)

INCOME TAX EXPENSE - - -

LOSS FROM CONTINUING OPERATIONS (4,337,032) (2,638,388) (3,439,255)

LOSS FROM DISCONTINUED OPERATIONS - (18,160) (852,188)

NET LOSS (4,337,032) (2,656,548) (4,291,443)

OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized gain (loss) on
investments (19,317) (19,483) (931,200)

COMPREHENSIVE LOSS $(4,356,349) $(2,676,031) $ (5,222,643)

NET LOSS PER COMMON SHARE:
BASIC AND DILUTED, CONTINUING
OPERATIONS $(0.

In somewhat oversimplified terms, the intention of this equipment is to transfer heat from one surface, component, machine, or source to another, for the purpose of heating or cooling either one of them.

raal soldered

Upon the closing of the merger, Modine shareholders
will own 52% of the new company while existing Transpro shareholders
will own the remaining 48%. Closing on the
Aftermarket spin off and merger is anticipated during the second
calendar quarter of 2005 with the expectation for Modine to close
earlier on its purchase of Transpro's heavy-duty OE business.20) per share compared to a net
loss of $(2. During 2004, we experienced significant growth in revenue from the
Central HVAC Air Conditioning Systems and higher gross margins from Plastic
Heat Exchange Products.