SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d)
of the Securities Exchange Act of 1934
For the year ended December 31, 1999
-----------------
Commission file number 1-1373
------
A. Full title of the plan and the address of the plan if
different from that of the issuer named below:
MODINE 401(K) RETIREMENT PLAN
FOR HOURLY UNION EMPLOYEES
B. Name of issuer of the securities held pursuant to the
Plan and the address of its principal executive
office:
MODINE MANUFACTURING COMPANY
1500 DeKoven Avenue, Racine, Wisconsin 53403-2552
An Exhibit index appears at page 17 herein.
Page 1 of 19
<PAGE>
MODINE 401(K) RETIREMENT PLAN
FOR HOURLY UNION EMPLOYEES
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTAL SCHEDULES, AND
EXHIBITS
------------------
Pages
-----
Report of Independent Accountants 3
FINANCIAL STATEMENTS:
Statement of net assets available for benefits
as of December 31, 1999 4
Statement of changes in net assets available for
benefits for the year ended December 31, 1999 5
Notes to financial statements 6-13
SUPPLEMENTAL SCHEDULES:
Schedule H, Line 4i - Schedule of assets held for
investment purposes as of December 31, 1999 15
Schedule H, Line 4j - Schedule of reportable
transactions for the year ended December 31, 1999 16
Exhibits to Annual Report on Form 11-K 17
Signatures 18
NOTE: Supplemental schedules required by the Employee Retirement
----
Income Security Act of 1974 that have not been included
herein are not applicable.
<PAGE>
PRICEWATERHOUSECOOPERS
-----------------------------------------------------------------------------
PricewaterhouseCoopers LLP
200 East Randolph Drive
Chicago, IL 60601
Telephone (312) 540 1500
Report of Independent Accountants
To the Participants and Administrator of
Modine 401(k) Retirement Plan
for Hourly Union Employees
In our opinion, the accompanying statement of net assets available for
benefits and the related statement of changes in net assets available
for benefits present fairly, in all material respects, the net assets
available for benefits of Modine 401(k) Retirement Plan for Hourly
Union Employees (the "Plan") at December 31, 1999, and the changes in
net assets available for benefits for the year then ended in conformity
with accounting principles generally accepted in the United States. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements
based on our audit. We conducted our audit of these statements in
accordance with auditing standards generally accepted in the United
States, which requires that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for the opinion expressed above.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets
Held for Investment Purposes as of December 31, 1999 and Reportable
Transactions for the year ended December 31, 1999 are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Plan's management.
The supplemental schedules have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
s/PricewaterhouseCoopers LLP
June 9, 2000
<PAGE>
MODINE 401(K) RETIREMENT PLAN
FOR HOURLY UNION EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFTIS
December 31, 1999
ASSETS
------
Cash $ 2,291
Investments (see Note 3) 3,207,219
Participant loans 12,755
----------
Total investments 3,222,265
----------
Receivables:
Employer contributions 47,373
Participant contributions 69,892
Accrued investment income 6,280
Accrued dividends 186
----------
Total receivables 123,731
----------
Net assets available for benefits $3,345,996
==========
The accompanying notes are an integral part of the
financial statements.
<PAGE>
MODINE 401(K) RETIREMENT PLAN
FOR HOURLY UNION EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 1999
Additions:
Investment income:
Net appreciation in fair value of investments
(see Note 3) $ 62,906
Interest 232
Dividends 7,017
----------
Total investment income 70,155
----------
Contributions:
Participant 2,017,812
Employer 1,367,480
Rollover contributions 13,127
----------
Total contributions 3,398,419
----------
Total additions 3,468,574
----------
Deductions:
Distributions to participants 116,227
Administrative costs 550
Transfers 5,801
----------
Total deductions 122,578
----------
Net increase in net assets available
for benefits 3,345,996
Net assets available for benefits:
Beginning of year --
----------
End of year $3,345,996
==========
The accompanying notes are an integral part of the financial
statements.
<PAGE>
MODINE 401(K) RETIREMENT PLAN
FOR HOURLY UNION EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
-------------------
The following description of the Modine 401(k) Retirement Plan
for Hourly Union Employees, "the Plan", provides only general
information on the Plan. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
A. General
-------
The Plan is a 401(k) profit sharing plan covering all eligible
hourly union employees of Modine Manufacturing Company, "the
Company", who have one hour of service. Eligible employees who
elect to participate are referred to as "Participants". The Plan
was established on January 1, 1999 and is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).
B. Contributions
-------------
Plan Participants enter into a salary reduction agreement
wherein the employee elects a reduction in compensation,
which the Company contributes to the Plan. Participants
direct investment of their contributions into various
investment options offered by the Plan. The Plan currently
offers eight investment alternatives. Participants may
contribute up to 15% of their compensation including
overtime, but before bonuses, commissions or taxable fringe
benefits. Participants may transfer into the Plan certain
assets previously held under another tax-qualified plan.
The Company currently makes matching contributions equal
to 75% of employee contributions up to 10% of total
compensation. The Company has the discretion to make an
additional contribution and match all or any portion of the
Participant's contribution. The matching Company contribution
is invested directly in the Modine Company Stock Fund.
Participant and Company contributions are subject to
certain statutory limitations.
C. Participant Accounts
--------------------
Each Participant account is credited with the Participant's
contributions and allocations of the Company's matching
contribution, the Company's discretionary contribution, and
Plan earnings. Allocations of contributions and investment
earnings are based on the Participant contributions or account
balances, as provided by the Plan. The net appreciation
(depreciation) in fair value of investments is also
allocated (charged) to the individual Participant accounts
based on each Participant's share of fund investments.
<PAGE>
NOTES TO FINANCIAL STATEMENTS, continued
1. Description of Plan, continued
-------------------
D. Vesting
-------
Each Participant is 100% vested in their Plan account. A
Participant's vested account may not be forfeited or
refunded, except to meet anti-discrimination requirements.
E. Investment Options
------------------
The investment funds listed below have been established for the
investment of Plan assets. Participants are allowed to invest
their contributions in 1% increments in eight different funds.
With the exception of the Modine Company Stock Fund and the
Marshall Money Market Fund, each of the funds is a mutual fund.
A mutual fund consists of a variety of investments selected by a
professional manager to meet specific objectives of return and risk.
Investment Fund Primary Investments
-------------------------------------------------------------------------
Marshall Money Market Short-term, higher-quality securities,
Fund including U.S. Government Securities,
commercial paper, certificates of deposit
and bankers' acceptances.
M&I Diversified Income Primarily investment-grade domestic bond funds
Fund with a maximum of 30% of its assets invested
in equity securities to achieve a total
investment return through production of income
and secondarily from capital appreciation.
M&I Growth Balanced 50 - 70% of its assets are invested in equity
Fund securities to achieve a total investment
return from income and capital appreciation.
M&I Diversified Stock 90 - 100% of its assets are invested in equity
Fund securities to achieve a total investment
return primarily from capital appreciation and
secondarily from income.
Vanguard Index Trust Substantially the same percentages of common
500 Portfolio Fund stocks as the Standard & Poor's 500 Composite
Stock Price Index.
Managers Special Securities of companies with small to medium
Equity Fund market capitalizations that have potential for
superior growth of earnings.
American Century 20th Primarily invests in common stock of foreign
Century International companies that meet certain fundamental and
Growth Investment Fund technical standards and have potential for
capital appreciation.
Modine Company Stock Fund Modine Common Stock
------------------------------------------------------------------------
<PAGE>
NOTES TO FINANCIAL STATEMENTS, continued
1. Description of Plan, continued
-------------------
All Participant contributions may be transferred or reinvested
without restriction into any of the Plan's available investment
funds. The Company's matching and discretionary contributions
are invested in the Modine Company Stock Fund and must remain
in that fund until age 59 1/2.
F. Participant Loans
-----------------
Participants may borrow from their fund accounts a minimum
of $1,000 up to a maximum of $50,000 or 50 percent of
their account balances, whichever is less. The maximum
loan repayment term is five years, except for loans to
purchase a primary residence. Loans bear interest at the
Marshall & Ilsely Bank prime rate plus 1%. All principal
and interest payments are credited to Participant account
balances according to current investment directions in
effect for new contributions at the time of each loan
repayment.
G. Distributions
-------------
If a Participant retires, dies, terminates employment, or
incurs a permanent disability, distributions of their
account will be made in a lump sum. The timing and form
of distributions are subject to certain minimum balance
and age restrictions as provided by the Plan.
H. Withdrawals
-----------
The Plan provides for both hardship and non-hardship
withdrawals. Contributions may only be withdrawn without
penalty on or after age 59 1/2 or in the event of retirement,
death, disability, termination or financial hardship.
Financial hardship includes certain medical expenses,
purchase of a primary residence, tuition and related
education fees, or to prevent eviction from, or foreclosure
on the mortgage on, the primary residence.
I. Administrative Expenses
-----------------------
Significant expenses of administering the Plan are borne
by the Company.
J. Trustee
-------
As of December 31, 1999, the assets of the Plan were held
under an Agreement of Trust by Marshall & Ilsely Trust
Company, Milwaukee, Wisconsin.
<PAGE>
NOTES TO FINANCIAL STATEMENTS, continued
1. Description of Plan, continued
-------------------
K. Anti-Discrimination Requirements
--------------------------------
The plan is required to meet the anti-discrimination
requirements for highly compensated employees as set forth
in Section 401(k) and Section 401(m) of the Internal
Revenue Code. For years in which the Plan does not meet
these requirements, a refund of Participant contributions
made by highly compensated employees and the related
Company matching contributions must be made within two and
one-half months after the close of the Plan year.
2. Summary of Significant Accounting Policies
------------------------------------------
A. Basis of Accounting
-------------------
The financial statements of the Plan are prepared under
the accrual method of accounting, in accordance with
generally accepted accounting principles.
B. Investment Valuation
--------------------
Investment in the Modine Company Stock Master Trust Fund
(Master Trust), consisting primarily of Modine Common
Stock, with a small amount in money market investments, is
valued at this Plan's proportionate share of the aggregate
net asset value of the Master Trust's assets. The net
asset value is calculated by dividing the fund's total
market value by the outstanding number of Participant
units. The units are updated daily based on Participant
activity. The number of shares and market price of Modine
Company Stock Fund held by the Plan as of December 31,
1999, is as follows:
Units Market Price
----- ------------
Modine Company Stock Fund 58,542 $1,524,352
Investments held in the other seven funds are stated at
the market value of units held by the Plan as of the last
trading day of the period.
Loans to Participants are valued at the balance of amounts
due, plus accrued interest thereon, which approximates
fair value.
<PAGE>
NOTES TO FINANCIAL STATEMENTS, continued
2. Summary of Significant Accounting Policies, continued
------------------------------------------
C. Adoption of Accounting Pronouncements
-------------------------------------
During 1999, the Plan adopted Statement of Position (SOP) 99-3,
"Accounting for and Reporting of Certain Defined Contribution
Benefit Plan Investments and Other Disclosure Matters." This
SOP simplifies disclosures for certain investments.
D. Security Transactions and Related Investment Income
---------------------------------------------------
Security transactions are accounted for as of the trade date
and dividend income is recorded as of the dividend record date.
Interest income is recorded on the accrual basis. The cost of
securities sold is determined on a moving average cost basis.
E. Net Appreciation (Depreciation) in Fair Value of Investments
------------------------------------------------------------
The Plan presents in the statement of changes in net assets
available for benefits the net appreciation (depreciation)
in the fair value of its investments which consists of the
realized gains or losses and the unrealized appreciation
(depreciation) on those investments.
F. Contributions
-------------
Both Participant and Company contributions are recorded and
transferred to the trustee within two weeks of the date the
Participant contributions are withheld from the Participant's
compensation.
G. Withdrawals and Distributions
-----------------------------
Withdrawals and distributions from the Plan are recorded at the
fair value of the distributed investments, plus cash paid in
lieu of fractional shares where applicable. Withdrawals and
distributions are recorded when paid.
H. Use of Estimates
----------------
Financial statements prepared in conformity with generally accepted
accounting principles require management to make estimates and
assumptions that significantly affect amounts and disclosures
reported therein. Actual results could differ from those estimates.
3. Investments
-----------
The following presents investments that represent 5 percent or
more of the Plan's net assets:
<PAGE>
NOTES TO FINANCIAL STATEMENTS, continued
3. Investments, continued
-----------
December 31, 1999
-----------------
M&I Diversified Stock Fund,
6,692 units $ 189,624
Vanguard Index Trust 500 Portfolio Fund,
6,229 units 842,958
Managers Special Equity Fund,
2,227 units 203,598
American Century 20th Century International
Growth Investment Fund, 12,894 units 193,018
Investment in Modine Company Stock
Master Trust Fund, 58,542 units 1,524,352*
* Participant and non-participant directed
During 1999, the Plan's investments (including gains and losses
on investments bought and sold, as well as held during the
year) appreciated in value by $62,906 as follows:
Mutual Funds $262,778
Master Trust Investment Loss (199,872)
--------
$ 62,906
========
4. Master Trust Information
------------------------
The Plan's allocated share of the Master Trust's net assets at
December 31, 1999:
Plan's Share of Master
Trust's Net Assets
----------------------
Modine Company Stock Master Trust Fund 20.89%
The following assets are held in the Modine Company Stock
Master Trust Fund at December 31, 1999:
Modine Common Stock $7,028,545
Receivables, net 1,269
Cash and cash equivalents 265,894
----------
Total $7,295,708
==========
<PAGE>
NOTES TO FINANCIAL STATEMENTS, continued
4. Master Trust Information, continued
------------------------
Investment income (loss) for the Modine Company Stock Master
Trust Fund for the year ended December 31, 1999 is as follows:
Net depreciation in fair value
of Modine Common Stock ($1,043,757)
Interest 6,755
Dividends 128,074
-----------
Total ($908,928)
===========
5. Nonparticipant -Directed Investments
------------------------------------
The Modine Company Stock Master Trust Fund includes certain
nonparticipant-directed amounts. Information about the net
assets and the significant components of the changes in net
assets relating to the nonparticipant-directed investments is
as follows:
December 31, 1999
-----------------
Net Assets:
Common Stock $1,171,998
Year Ended
December 31, 1999
-----------------
Changes in Net Assets:
Contributions $1,367,480
Net depreciation (148,695)
Benefits paid to Participants (46,787)
-----------
$1,171,998
==========
6. Plan Termination
----------------
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA.
7. Number of Participants
----------------------
There were 1,079 Participants in the Plan as of December 31,
1999. The number of Participants investing in each of the
<PAGE>
NOTES TO FINANCIAL STATEMENTS, continued
7. Number of Participants, continued
----------------------
Plan's funds as of that date is as follows. Participants may
be included in more than one fund, as applicable.
Marshall Money Market Fund 121
M&I Diversified Income Fund 114
M&I Growth Balanced Fund 233
M&I Diversified Stock Fund 293
Vanguard Index Trust 500 Portfolio Fund 730
Managers Special Equity Fund 281
American Century 20th Century International
Growth Investment Fund 256
Modine Company Stock Fund 1,079
8. Units and Unit Values
---------------------
The following funds are accounted for on a unitized, daily-
valued fund basis. The number of units, which are calculated
daily by the trustee, and unit values of net assets as of
December 31, 1999 were:
Units Unit Value
----- ----------
Marshall Money Market Fund 40,138 $ 1.00
M&I Diversified Income Fund 4,815 15.13
M&I Growth Balanced Fund 6,633 21.21
M&I Diversified Stock Fund 6,692 28.34
Vanguard Index Trust 500 Portfolio Fund 6,229 135.33
Managers Special Equity Fund 2,227 91.42
American Century 20th Century International
Growth Investment Fund 12,894 14.97
Modine Company Stock Fund 58,542 26.04
9. Tax Status
----------
The Plan is intended to be a qualified profit sharing plan
under Section 401(a) and 401(k) of the Internal Revenue Code
(IRC), and as such is not subject to Federal income taxes. A
request has been initiated with the IRS for a tax determination
letter for the Plan. The Plan administrator and the Plan's tax
counsel believe that the Plan is designed and is currently
being operated in compliance with the applicable requirements
of the IRC.
10.Risks and Uncertainties
-----------------------
The Plan provides for various investment options in any
combinations of stocks, bonds, fixed income securities, mutual
funds, and other investment securities. Investment securities
are exposed to various risks, such as interest rate, market,
and credit. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to
<PAGE>
NOTES TO FINANCIAL STATEMENTS, continued
10.Risks and Uncertainties, continued
-----------------------
changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term
would materially affect Participants' account balances and the
amounts reported in the statement of net assets available for
benefits and the statement of changes in net assets available
for benefits.
11.Related Party Transactions
--------------------------
At December 31, 1999, the Plan held shares of mutual funds
managed by Marshall & Ilsley Trust Company, and held units in
the Modine Company Stock Master Trust Fund. Marshall & Ilsley
acts as the Plan Trustee, and Modine Manufacturing Company acts
as the Plan Administrator. These transactions are allowable
party-in-interest transactions under ERISA and the regulations
promulgated thereunder.
12.Reconciliation of Financial Statement to Form 5500
--------------------------------------------------
The following is a reconciliation of net assets available for
benefits per the financial statements to the Form 5500:
December 31, 1999
-----------------
Net assets available for benefits per the
financial statements $3,345,996
Amounts allocated to withdrawing Participants (2,230)
----------
Net assets available for benefits per the
Form 5500 $3,343,766
==========
The following is a reconciliation of benefits paid to Participants
per the financial statements to the Form 5500:
Year Ended
December 31, 1999
-----------------
Benefits paid to Participants per the
financial statements $116,227
Add: Amounts allocated to withdrawing
Participants at December 31, 1999 2,230
--------
Benefits paid to Participants per the
Form 5500 $118,457
========
Amounts allocated to withdrawing Participants are recorded on
the Form 5500 for benefit claims that have been processed and
approved for payment prior to December 31 but not
yet paid as of that date.
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
<TABLE>
MODINE 401(K) RETIREMENT PLAN
FOR HOURLY UNION EMPLOYEES
<CAPTION>
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes
at December 31, 1999
--------------------
(a) (b) (c) (d) (e)
-------------------------------------
Description of
investment including
Identity of issue, maturity date, rate of
borrower, lessor interest, collateral Shares or Current
or similar party par or maturity value Units Cost Value
---- ------------------ ----------------------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
* Marshall Funds, Inc. Marshall Money Market 40,138 $ 40,138 $ 40,138
Fund (interest bearing
cash)
* Marshall & Ilsley Diversified Income Fund 4,815 70,547 72,829
Trust Company Growth Balanced Fund 6,633 125,624 140,702
Diversified Stock Fund 6,692 158,290 189,624
The Vanguard Group Vanguard Index Trust 500
Group Portfolio Fund 6,229 764,188 842,958
The Managers Funds, Special Equity Fund 2,227 146,760 203,598
L.P.
American Century Twentieth Century
World Mutual International Growth
Funds, Inc. Fund 12,894 137,560 193,018
* Participant Loans 9.0 - 9.25% interest
rate; various maturity
rates 12,755
* Represents party in interest to the Plan.
</TABLE>
<PAGE>
<TABLE>
MODINE 401(K) RETIREMENT PLAN
FOR HOURLY UNION EMPLOYEES
<CAPTION>
Schedule H, Line 4j - Schedule of Reportable Transactions
for the year ended December 31, 1999
(a) (b) (c) (d) (g) (h) (i)
Description of Current
Asset (include Value of
Identity interest rate Asset on
of Party and maturity in Selling Cost of Transaction Net Gain
Involved case of a loan) Purchase Price Price Asset Date or (Loss)
---------- --------------- -------------- ---------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Purchases of
investments:
The Vanguard Vanguard Index
Group Trust 500
Portfolio Fund $810,006 (52) $810,006 $810,006 $ --
<FN>
(A) Columns E and F, Lease rental and Expense incurred with
transactions respectively, are omitted, as they are not
applicable.
(B) The figures in parentheses indicate the number of
transactions in total series. A single transaction is
reported as part of a series of transactions, whenever
possible.
</TABLE>
<PAGE>
EXHIBITS TO ANNUAL REPORT ON FORM 11-K
The exhibits listed below are filed as part of this Annual Report
on Form 11-K. Each exhibit is listed according to the number
assigned to it in the Exhibit Table of Item 601 of Regulation S-K.
Exhibit Page
Number Description No.
------- ------------------------------------------------------------ ----
4 Modine 401(k) Retirement Plan for Hourly Union Employees
(Incorporated by reference to Exhibits 99(a) and (b) to
the companies filing of Form S-8 dated October 26, 1998.)
23 Consent of Independent Accountants, filed herewith. 19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the members of the Committee which administers the Plan
have duly caused this annual report to be signed by the
undersigned hereunto duly authorized.
MODINE 401(K) RETIREMENT PLAN
FOR HOURLY UNION EMPLOYEES
June 23, 2000 DAVE B. SPIEWAK
------------- -------------------------------------
Committee Member - Dave B. Spiewak
ROGER L. HETRICK
-------------------------------------
Committee Member - Roger L. Hetrick
DEAN R. ZAKOS
-------------------------------------
Committee Member - Dean R. Zakos
<PAGE>
