SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported): June 10, 1999
MODINE MANUFACTURING COMPANY
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(Exact name of registrant as specified in its charter)
Wisconsin 1-1373 39-0482000
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1500 DeKoven Avenue, Racine, Wisconsin 53403
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code: (414) 636-1200
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
An Exhibit Index appears on Page 2 herein.
Page 1 of 7 pages
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Item 5. Other Information.
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On June 10, 1999, Modine Manufacturing Company ("Modine")
mailed its Annual Report to Shareholders and issued a news
release, each of which contained the sales forecast for the 1999-
2000 fiscal year. These documents contain forward-looking
statements. These forward-looking statements involve risks and
uncertainties. Actual results could differ materially from those
projected in the forward-looking statements.
A copy of the news release is attached hereto as Exhibit 20.
A copy of the Important Factors and Assumptions Regarding
Forward-Looking Statements is attached hereto as Exhibit 99.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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Reference Number
per Item 601 of
Regulation S-K Page
---------------- ----
1 Not applicable.
2 Not applicable.
4(a) Rights Agreement dated as of
October 16, 1986 between the
Registrant and First Chicago
Trust Company of New York (Rights
Agent) (filed by reference to the
Registrant's Annual Report on Form
10-K for the fiscal year ended
March 31, 1997).
4(a)(i) Rights Agreement Amendment No. 1
dated as of January 18, 1995
between the Registrant and First
Chicago Trust Company of New York
(Rights Agent) (filed by reference
to the exhibit contained within
the Registrant's Current Report on
Form 8-K dated January 13, 1995).
4(a)(ii) Rights Agreement Amendment No. 2
dated as of January 18, 1995
between the Registrant and First
Chicago Trust Company of New York
(Rights Agent) (filed by reference
to the exhibit contained within the
Registrant's Current Report on Form
8-K dated January 13, 1995).
<PAGE>
Reference Number
per Item 601 of
Regulation S-K Page
---------------- ----
4(a)(iii) Rights Agreement Amendment No. 3
dated as of October 15, 1996
between the Registrant and First
Chicago Trust Company of New York
(Rights Agent) (filed by reference
to the exhibit contained within
the Registrant's Quarterly Report
on Form 10-Q dated December 26,
1996).
4(a)(iv) Rights Agreement Amendment No. 4
dated as of November 10, 1997
between the Registrant and Norwest
Bank Minnesota, N.A., (Rights Agent)
(filed by reference to the exhibit
contained within the Registrant's
Quarterly Report on Form 10-Q dated
December 26, 1997.
Note: The amount of long-term debt
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authorized under any instrument
defining the rights of holders of
long-term debt of the Registrant,
other than as noted above, does not
exceed ten percent of the total
assets of the Registrant and its
subsidiaries on a consolidated basis.
Therefore, no such instruments are
required to be filed as exhibits to
this Form. The Registrant agrees
to furnish copies of such instruments
to the Commission upon request.
16 Not applicable.
17 Not applicable.
*20 News Release of Modine Manufacturing
Company dated June 10, 1999. 6
23 Not applicable.
24 Not applicable.
27 Not applicable.
*99 Important Factors and Assumptions
Regarding Forwarding-Looking
Statements. 7
*Filed herewith.
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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 hereunto duly authorized.
Date: June 10, 1999.
MODINE MANUFACTURING COMPANY
By: D. R. JOHNSON
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D. R. Johnson, President
and Chief Executive Officer
By: W. E. PAVLICK
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W. E. Pavlick, Senior Vice
President, General Counsel,
and Secretary
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EXHIBIT 20
NEWS RELEASE
Modine Manufacturing Company
1500 DeKoven Avenue
Racine, Wisconsin 53403-2552
Release Date Immediate
Contact Gerald J. Sweda
Telephone (414) 636-1361
Modine anticipates sales growth in new fiscal year
RACINE, Wis., June 10, 1999 - Modine Manufacturing Company
(Nasdaq: MODI) expects sales in the fiscal year ending March 31,
2000, to grow at approximately the same seven-percent rate as
during the last year, according to the company's annual report
that was mailed to shareholders today.
"As we position ourselves for significant future growth,"
said Chairman Richard T. Savage and President and CEO Donald R.
Johnson, "we anticipate another year of modest sales growth in
fiscal 2000, similar to the year just ended. It's our intent to
grow, however, and to do so profitably. Based on our past
experience, we expect that continued acquisitions will help us
reach our goal of being a $2-billion company by 2003. We
anticipate that approximately half of the growth will be from
internal resources and the balance achieved through
acquisitions."
This news release's forward-looking statements about sales
involve risks and uncertainties, as detailed on page 17 of the
1999 annual report to shareholders.
Modine's results for the fiscal year ended March 31, 1999,
set records with sales at $1.1 billion and net earnings of $73.9
million, or $2.46 per diluted share. Modine is a world leader at
solving heating and cooling problems in vehicles, buildings, and
off-highway and industrial equipment.
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EXHIBIT 99
IMPORTANT FACTORS AND ASSUMPTIONS
REGARDING FORWARD-LOOKING STATEMENTS
These cautionary statements are being made pursuant to the
provisions of the Private Securities Litigation Reform Act of
1995 and with the intention of obtaining the benefits of the
"safe harbor" provisions of the Act. Investors are cautioned
that any forward-looking statements made by Modine are not
guarantees of future performance and that actual results may
differ materially from those in the forward-looking
statements as a result of various factors, including:
customers' integration of products currently being supplied
by the Company; the success of Modine or its competitors in
obtaining the business of the customer base; the ability to
pass on increased costs to customers; variations in currency-
exchange rates in view of a large portion of the Company's
business being non-domestic; the impact of year 2000
compliance by the Company or those entities with which the
Company does business; labor relations at Modine, its
customers, and its suppliers, which may affect the continuous
supply of product; and the ability to improve acquisitions'
operations.
In making statements about Modine's fiscal 1999/2000
operating results, management has assumed relatively stable
economic conditions in the United States and worldwide, no
unanticipated swings in the business cycles affecting
customer industries, and a reasonable legislative and
regulatory climate in those countries where Modine does
business.
Readers are cautioned not to place undue reliance on Modine's
forward-looking statements, which speak only as of the date of
this Form 8-K Report's writing.
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