SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 26, 2000
-------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-1373
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MODINE MANUFACTURING COMPANY
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0482000
---------------------------------------------- -------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1500 DeKoven Avenue, Racine, Wisconsin 53403-2552
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (262) 636-1200
---------------
NOT APPLICABLE
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(Former name or former address, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at August 4, 2000
-------------------------------- -----------------------------
Common Stock, $0.625 Par Value 29,275,433
<PAGE>
MODINE MANUFACTURING COMPANY
INDEX
Page No.
________
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets -
June 26 and March 31, 2000 3
Consolidated Statements of Earnings -
For the Three Months Ended
June 26, 2000 and 1999 4
Consolidated Condensed Statements of Cash
Flows - For the Three Months Ended
June 26, 2000 and 1999 5
Notes to Consolidated Condensed Financial
Statements 6-9
Item 2. Management's Discussion and Analysis
of Results of Operations and Financial
Condition 10-12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security
Holders 13
Item 6. Exhibits and Reports on Form 8-K 14-15
Signatures 16
<PAGE>
<TABLE>
MODINE MANUFACTURING COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except per-share amounts)
June 26, 2000 and March 31, 2000
(Unaudited)
<CAPTION>
June 26, 2000 March 31, 2000
------------- --------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 24,478 $ 31,070
Trade receivables, less allowance for
doubtful accounts of $4,166 and $4,436 187,390 182,724
Inventories 168,920 168,597
Deferred income taxes and other current
assets 40,290 47,164
--------- ---------
Total current assets 421,078 429,555
--------- ---------
Noncurrent assets:
Property, plant, and equipment -- net 342,541 337,987
Investment in affiliates 28,036 28,440
Goodwill and other intangible assets -- net 68,107 70,339
Deferred charges and other noncurrent assets 64,305 64,786
--------- ---------
Total noncurrent assets 502,989 501,552
--------- ---------
Total assets $ 924,067 $ 931,107
========= =========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
<S> <C> <C>
Current liabilities:
Short-term debt $ 3,206 $ 6,319
Long-term debt -- current portion 3,765 3,128
Accounts payable 83,953 84,893
Accrued compensation and employee benefits 49,336 46,479
Income taxes 14,716 7,336
Accrued expenses and other current
liabilities 30,305 27,322
--------- ---------
Total current liabilities 185,281 175,477
--------- ---------
Noncurrent liabilities:
Long-term debt 186,154 211,112
Deferred income taxes 25,119 24,536
Other noncurrent liabilities 40,176 39,740
--------- ---------
Total noncurrent liabilities 251,449 275,388
--------- ---------
Total liabilities 436,730 450,865
--------- ---------
<PAGE>
Shareholders' investment:
Preferred stock, $0.025 par value, authorized
16,000 shares, issued - none - -
Common stock, $0.625 par value, authorized
80,000 shares, issued 30,342 shares 18,964 18,964
Additional paid-in capital 13,622 13,573
Retained earnings 515,553 505,522
Accumulated other comprehensive loss (25,136) (21,629)
Treasury stock at cost: 1,077 and 1,081
shares, respectively (34,007) (34,394)
Restricted stock - unamortized value (1,659) (1,794)
--------- ---------
Total shareholders' investment 487,337 480,242
--------- ---------
Total liabilities and shareholders'
investment $ 924,067 $ 931,107
========= =========
<FN>
(See accompanying notes to consolidated financial statements.)
</TABLE>
<PAGE>
<TABLE>
MODINE MANUFACTURING COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
For the three months ended June 26, 2000 and 1999
(In thousands, except per-share amounts)
(Unaudited)
<CAPTION>
Three months ended June 26
--------------------------
2000 1999
----------- -----------
<S> <C> <C>
Net sales $286,484 $283,847
Cost of sales 203,897 201,882
-------- --------
Gross profit 82,587 81,965
Selling, general, and administrative expenses 53,288 51,744
-------- --------
Income from operations 29,299 30,221
Interest expense (2,145) (1,593)
Other income --net 2,600 2,674
-------- --------
Earnings before income taxes 29,754 31,302
Provision for income taxes 11,792 11,793
-------- --------
Net earnings $ 17,962 $ 19,509
======== ========
Net earnings per share of common stock
- Basic $0.61 $0.66
- Assuming dilution $0.61 $0.65
======== ========
Dividends per share $0.25 $0.23
======== ========
Weighted average shares - basic 29,264 29,529
Weighted average shares - assuming dilution 29,384 29,849
======== ========
<FN>
(See accompanying notes to consolidated financial statements.)
</TABLE>
<PAGE>
<TABLE>
MODINE MANUFACTURING COMPANY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
For the Three Months Ended June 26, 2000 and 1999
(Unaudited)
<CAPTION>
Three months ended June 26
--------------------------
2000 1999
----------- -----------
<S> <C> <C>
Net cash provided by operating activities $ 40,667 $ 16,431
Cash flows from investing activities:
Expenditures for property, plant, and equipment (15,759) (22,661)
Investment in affiliates 0 (600)
Proceeds from dispositions of assets 0 27
Other -- net 15 (290)
-------- --------
Net cash (used for) investing activities (15,744) (23,524)
Cash flows from financing activities:
(Decrease)/increase in short-term debt -- net (2,960) 3,587
Additions to long-term debt 771 5,685
Reductions of long-term debt (21,786) (2,710)
Issuance of common stock, including treasury stock 523 1,063
Purchase of treasury stock (747) (984)
Cash dividends paid (7,316) (6,792)
-------- --------
Net cash (used for) financing activities (31,515) (151)
-------- --------
Net (decrease) in cash and cash equivalents (6,592) (7,244)
Cash and cash equivalents at beginning of period 31,070 49,163
-------- --------
Cash and cash equivalents at end of period $ 24,478 $ 41,919
======== ========
<FN>
(See accompanying notes to consolidated financial statements.)
</TABLE>
<PAGE>
MODINE MANUFACTURING COMPANY
----------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
1. The amounts of raw material, work in process and finished
goods cannot be determined exactly except by physical
inventories. Based on partial interim physical inventories
and percentage relationships at the time of complete
physical inventories, Management believes the amounts shown
below are reasonable estimates of raw material, work in
process and finished goods.
(In thousands)
-----------------------------------------------------------------------
June 26, 2000 March 31, 2000
-----------------------------------------------------------------------
Raw materials $ 34,493 $ 35,872
Work in process 37,961 39,146
Finished goods 96,466 93,579
-------- --------
Total inventories $168,920 $168,597
======== ========
2. Property, plant, and equipment is composed of:
(In thousands)
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June 26, 2000 March 31, 2000
-----------------------------------------------------------------------
Gross, property,
plant & equipment $ 646,730 $ 634,170
Less accumulated
depreciation (304,189) (296,183)
--------- ---------
Net property,
plant & equipment $ 342,541 $ 337,987
========= =========
3. Intangible assets include:
(In thousands)
-----------------------------------------------------------------------
June 26, 2000 March 31, 2000
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Goodwill $ 89,167 $ 89,815
Patents and product technology 8,389 8,389
Other intangibles 3,194 3,204
Less accumulated
amortization (32,643) (31,069)
-------- --------
Net intangible assets $ 68,107 $ 70,339
======== ========
<PAGE>
4. Segment data:
(In thousands)
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Quarter ended June 26, 2000 1999
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Sales :
Original Equipment $ 120,550 $ 121,073
Distributed Products 96,126 97,588
European Operations 80,202 75,723
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Segment sales 296,878 294,384
Eliminations (10,394) (10,537)
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Total net sales $ 286,484 $ 283,847
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Operating income:
Original Equipment $ 23,809 $ 24,882
Distributed Products 9,234 11,263
European Operations 10,360 8,069
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Segment operating income 43,403 44,214
Corporate & administrative expenses (14,116) (14,009)
Eliminations 12 14
Other items not allocated
to segments 455 1,083
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Earnings before income taxes $ 29,754 $ 31,302
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At the end of the fourth quarter in fiscal 2000, several changes
were introduced in the basis for measuring segment profit or loss.
Two changes that affected amounts previously reported in the June
1999 quarter were the relocation of certain goodwill amortization
previously recorded at Corporate to the Distributed Products
segment and the allocation of Corporate headquarters functions to
include only a general building, technical center, and aircraft use
allocation. These changes were introduced last year in preparation
for the use of value-based management criteria for assessing
performance across the various business units within the segments.
Additionally, in the first quarter of fiscal 2001, a change was made
by management to relocate the aftermarket business unit of the
European Operations segment to the Distributed Products segment.
The sales and operating income data presented for the June 1999
quarter has been restated to reflect the effects of these changes.
(In thousands)
-----------------------------------------------------------------
June 26, March 31,
Period ending 2000 2000
--------------------------------------------------------------------
Assets:
Original Equipment $ 261,998 $ 265,495
Distributed Products 260,560 263,733
European Operations 184,053 189,803
Corporate & Administrative 265,825 264,562
Eliminations (48,369) (52,486)
--------------------------------------------------------------------
Total assets $ 924,067 $ 931,107
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<PAGE>
In the first quarter of fiscal 2001, management relocated
the aftermarket business unit of the European Operations
segment to the Distributed Products segment. The asset data
presented for March 31, 2000 has been restated to reflect
the effect of this change.
5. Recent developments concerning legal proceedings reported in
the Modine Manufacturing Company ("Modine or the Company")
Form 10-K report for the year ended March 31, 2000, are
updated in Part II, Other Information, Item 1, Legal
Proceedings. While the outcome of these proceedings is
uncertain, in the opinion of Modine's management, any
liabilities that may result from such proceedings are not
reasonably likely to have a material effect on Modine's
liquidity, financial condition, or results of operations.
6. The computational components of basic and diluted earnings
per share are as follows:
(In thousands, except per-share amounts)
-----------------------------------------------------------------------
Three months ended June 26
2000 1999
-----------------------------------------------------------------------
Net earnings per share of common stock:
--------------------------------------
- basic $0.61 $0.66
- assuming dilution $0.61 $0.65
Numerator:
---------
Income available to common shareholders $17,962 $19,509
Denominator:
-----------
Weighted average shares outstanding - basic 29,264 29,529
Effect of dilutive securities - options* 120 320
Weighted average shares outstanding -
assuming dilution 29,384 29,849
-----------------------------------------------------------------------
* There were outstanding options to purchase common stock at prices
that exceeded the average market price for the income statement period
as follows:
Average market price per share $23.57 $30.45
Number of shares 1,752 690
7. Comprehensive earnings, which represents net earnings
adjusted by the change in foreign-currency translation and
minimum pension liability recorded in shareholders' equity for
the 3 months ended June 26, 2000 and 1999, were $14,455 and
$18,954, respectively.
<PAGE>
8. In June 2000, Modine purchased for cash the remaining 50-percent
share of Daikin-Modine, Inc. from its joint venture partner
Daikin Industries, Ltd. This investment did not have a material
effect on the consolidated results of operations and, accordingly,
pro-forma information is not presented. The operation is
currently being integrated into Modine's Commercial HVAC&R
Division and its operating results will be reported on a
consolidated basis in the Distributed Products segment from the
date of acquisition.
9. On July 14, 2000, Modine reached an agreement with Showa
Aluminum Corporation to cross-license each other's patents on
PF(r) and SC air-conditioning condensers. As a result of the
agreement and another agreement with Mitsubishi Heavy Industries,
Modine will receive an initial payments of more than $16 million,
contingent royalties of approximately $27 million in about a
year, and additional contingent royalties that could meet or
exceed that amount over the next eight years. The agreements
settle the companies' respective lawsuits on the subject
technology. Beyond the initial payments, the future lump-sum
payments and running royalties are contingent on confirmation of
the validity of Modine's PF patents in Japan, Europe, and the
United States and on Showa's and Mitsubishi's future sales of the
subject condensers. The reported results of operations for the
first quarter of fiscal 2001 include only the initial $1.9 from
the Mitsubishi agreement reached prior to the end of the quarter.
10. The accompanying consolidated financial statements, which
have not been audited by independent certified public
accountants, were prepared in conformity with generally accepted
accounting principles and such principles were applied on a basis
consistent with the preparation of the consolidated financial
statements in Modine's March 31, 2000 Annual Report filed with
the Securities and Exchange Commission. The financial
information furnished includes all normal recurring accrual
adjustments that are, in the opinion of Management, necessary
for a fair statement of results for the interim period. Results
for the first three months of fiscal 2001 are not necessarily
indicative of the results to be expected for the full year.
11. Certain notes and other information have been condensed or
omitted from these interim financial statements which consolidate
both domestic and foreign wholly-owned subsidiaries. Therefore,
such statements should be read in conjunction with the
consolidated financial statements and related notes contained in
Modine's 2000 Annual Report to shareholders which statements and
notes were incorporated by reference in Modine's Form 10-K Report
for the year ended March 31, 2000.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
The following discussion and analysis provides information that
Management believes is relevant to an assessment and understanding
of Modine's consolidated results of operations and financial
condition. This discussion should be read in conjunction with
the consolidated financial statements and notes thereto.
RESULTS OF OPERATIONS
---------------------
Comparison of the First Quarter of 2000-01 with the First Quarter
-----------------------------------------------------------------
of 1999-00
----------
First quarter net sales of $286.5 million were a 1% improvement
over the $283.8 million reported in the first quarter of last
year. Sales would have been approximately $14 million higher if
the U.S. dollar had not strengthened to well above last year's
level, relative to the Euro.
Revenues from the European operations segment grew by almost 6%
from the same quarter last year. Revenues recorded in the
Original Equipment segment were slightly lower than one year ago.
A weakening of the U.S. truck market from its all time high last
year offset improvement in the U.S. agricultural - and
construction-equipment markets. In the Distributed Products
segment, revenues declined by a little over 1%. Improvement
recorded in the building HVAC&R market offset lower sales
recorded in the North American aftermarket.
Gross margin, as a percentage of sales, was 28.8%. This was a
slight decline over the 28.9% earned in the first quarter of the
previous year. Improvements in the European operations segment
and the construction and agricultural market of the Original
Equipment segment were more than offset by lower margins earned
in the Distributed Products segment (aftermarket and HVAC&R) and
Original Equipment segment (truck and automotive markets).
Selling, general and administrative expenses of $53.3 million
increased 3.0% over last year's first quarter while increasing to
18.6% from 18.2% as a percentage of sales. A significant factor
contributing to the increase were on-going litigation costs to
protect Modine patents, in the current year's quarter.
Average outstanding debt levels decreased $5.4 million, or
approximately 2.5%, from the same quarter a year ago while
interest expense increased 34.7%, or $0.6 million. Interest expense
grew at a faster rate, in part, due to higher interest rates and
lower capitalized interest associated with capital projects. Net
non-operating income declined by $0.1 million from the same quarter
of the previous year. The current year's quarter, similar to last
year, included a patent settlement, this time with Mitsubishi Heavy
Industries for $1.9 million as a partial settlement for past
infringement of Modine's PF technology.
<PAGE>
The provision for income taxes in the current quarter was $11.8
million (a 39.6% effective rate) compared to last years' first
quarter expense of $11.8 million (or 37.7% effective rate). The rate
increase was mainly due to the differential in foreign tax rates.
Net earnings for the quarter of $18.0 million were 7.9% lower than
the same quarter a year ago at $0.61 basic, and $0.61 diluted earnings
per share compared to last year's first quarter net earnings of $19.5
million, or $0.66 basic and $0.65 diluted earnings per share. Return
on shareholders' investment was 14.9 percent.
Outlook for the Remainder of the Year
-------------------------------------
For the fiscal year, management anticipates steady sales with net
income rising about five percent with a strong assist from
increased patent settlements and running royalties. Negative
factors that Modine anticipates facing in the current fiscal year
include currency exchange impact, which looks likely to continue
its depressing effect on earnings, a weakening of the U.S. truck
market from its all-time high last year, and some delay in
anticipated new automotive business. On the plus side, European
sales and earnings, despite the negative currency impact, are
improving and management sees some strength in the off-highway
markets. Last year, in the third quarter, Modine realized a
significant one-time gain in tax credits, relative to earlier
losses, of $4 million, or 13 cents per diluted share, which will
be a negative to this year's earnings comparison. These forward-
looking statements regarding sales, earnings, and operations are
subject to certain risks and uncertainties that could cause actual
results to differ materially from those projected. See "Important
Factors and Assumptions Regarding Forward-Looking Statements"
attached hereto as Exhibit 99 and incorporated herein by reference.
FINANCIAL CONDITION
-------------------
Comparison between June 26, 2000 and March 31, 2000
---------------------------------------------------
Current assets
--------------
Cash and cash equivalents of $24.5 million decreased $6.6 million
from the March 31, 2000 balance. Cash provided by operating
activities during the quarter was more than offset by capital
expenditures, debt reductions and the quarterly dividend payment.
Trade receivables of $187.4 million were up $4.7 million (3%)
over year-end primarily due to increased sales volumes (up $1.3
million over the previous quarter), and a reduction of five
collection days when compared to the fourth quarter of fiscal 2000.
Inventory levels remained virtually the same when compared to
year-end, although overall levels have decreased by approximately
$19.0 million from the same quarter a year ago. On-going
management programs to reduce inventory levels and exchange rate
<PAGE>
impact of the U.S. dollar relative to the Euro were the main
factors contributing to the reduction from a year ago.
The current ratio declined slightly from 2.4 to 1 to 2.3 to 1.
Net working capital declined $18.3 million to $235.8 million.
Higher trade receivables, and lower accounts payable and short-
term debt were more than offset by lower cash and cash
equivalents, lower other current assets, higher income taxes
payable and higher accrued expenses.
Noncurrent assets
-----------------
Net property, plant and equipment of $342.5 million grew $4.6
million over year-end. Capital expenditures during the quarter
exceeded depreciation, retirements, and foreign currency
translation. Expenditures for the European Technical Center,
European plant expansions and conversions, the Racine Technical
Center, new Chrysler Jeep programs, a new International Truck and
Engine program, process improvements, tooling for new products and
various new equipment were among the items contributing to the
increase shown. Outstanding commitments for capital expenditures
were $40.1 million at June 26, 2000. Approximately one-half of the
commitments relate to Modine's European operations. The outstanding
commitments will be financed through a combination of funds generated
from continuing operations and third party borrowing as required.
Investments in unconsolidated affiliates of $28.0 million remained
essentially unchanged from year-end.
Intangible assets decreased by $2.2 million. Amortization and
foreign currency translation were the main items contributing to
the change.
Current Liabilities
-------------------
Accounts payable and other current liabilities of $163.6 million
were $4.9 million higher than March 2000. Normal timing
differences in the level of operating activity were responsible
for the increase. Accrued income taxes increased $7.4 million
from timing differences in making estimated payments.
Debt
----
Outstanding debt decreased $27.5 million to $193.1 from the March
2000 balance of $220.6 million. Domestic long-term debt
decreased $16.9 million. Foreign long-term debt decreased $7.5
million. Total short-term borrowing decreased $3.1 million to
$3.2 million. The foreign portion of the reduction in short-term
debt totaled $2.1 million.
Domestically, Modine's unused lines of credit were $20.7 million.
Consolidated available lines of credit increased $37.5 million to
$71.1 million during the quarter. Foreign unused lines of credit
were $50.4 million. Total debt as a percentage of shareholders'
equity decreased from 45.9% to 39.6%.
<PAGE>
Shareholders' Investment
------------------------
Total shareholders' investment increased by $7.1 million to a total
of $487.3 million. The net increase resulted primarily from net
earnings of $18.0 million for the first three months. Offsetting
items included an unfavorable foreign currency translation impact
of $3.5 million during the quarter and dividends paid to shareholders
of $7.3 million.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
In the normal course of business, Modine and its subsidiaries are
named as defendants in various lawsuits and enforcement proceedings
by private parties, the Occupational Safety and Health Administration,
the Environmental Protection Agency, other governmental agencies, and
others in which claims, such as personal injury, property damage, or
antitrust and trade regulation issues, are asserted against Modine.
While the outcome of these proceedings is uncertain, in the opinion
of Modine's Management and counsel, any liabilities that may result
from such proceedings are not reasonably likely to have a material
effect on Modine's liquidity, financial condition or results of
operations. Many of the pending damage claims are covered by insurance
and, in addition, Modine from time to time establishes reserves for
uninsured liabilities.
The Mitsubishi and Showa Litigation
-----------------------------------
Over the last 10 years Modine and Showa Aluminum Corporation (and
Mitsubishi Motors in some cases) have instituted various lawsuits
and legal proceedings against each other pertaining to Modine's
PF(r) Parallel Flow Technology and Showa's SC condenser. On July 14,
2000, Modine and Showa reached a Settlement Agreement and License
with respect to the same. The Agreement calls for cross licensing
of the foregoing technologies between the parties with Modine
receiving an initial payment exceeding $14.0 million. Subsequent
payments of twice such amount are payable to Modine upon confirmation
of the validity of Modine's PF patents in Japan, the United States,
and the European Union. Running royalties are applicable to future
sales by Showa for the use of Modine's PF technology through the
expiration of the corresponding patents in 2006-2008. All legal
proceedings between the parties are being dismissed.
Other previously reported legal proceedings have been settled or
the issues resolved so as to not merit further reporting.
Under the rules of the Securities and Exchange Commission,
certain environmental proceedings are not deemed to be ordinary
or routine proceedings incidental to the Company's business and
are required to be reported in the Company's annual and/or
quarterly reports. The Company is not currently a party to any
such proceedings.
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
The following are the results of voting by stockholders present
or represented at the Annual Meeting of Stockholders on July 19,
2000:
1. Election of Directors. The following were elected to
---------------------
serve as directors of the Company until 2003 or until their
successors are elected:
Votes For Votes Withheld
--------- --------------
Frank W. Jones 25,455,168 387,363
Dennis J. Kuester 25,201,597 640,934
Michael T. Yonker 25,474,073 368,458
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
--------
The following exhibits are included for information only unless
specifically incorporated by reference in this report:
Reference Number
per Item 601 of
Regulation S-K Page
---------------- ----
3 Restated By-Laws (as amended) (filed by
reference to the Registrant's Annual
Report on Form 10-K for the fiscal year
ended March 31, 2000).
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(b)(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 Registrant's Annual
Report on Form 10-K for the fiscal year
ended March 31, 2000).
4(b)(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 Registrant's Annual
Report on Form 10-K for the fiscal year
ended March 31, 2000).
<PAGE>
Reference Number
per Item 601 of
Regulation S-K Page
---------------- ----
4(b)(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(b)(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 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.
27* Financial Data Schedule (electronic
transmission only).
99* Important Factors and Assumptions Regarding
Forwarding-Looking Statements. 17
*Filed herewith.
(b) Reports on Form 8-K:
-------------------
The Company filed one Form 8-K to report that certain forward
looking statements regarding forecasts of sales and earnings
growth are subject to certain risks and uncertainties as
explained therein dated June 9, 2000. Subsequent to the end of
the quarter, the Company filed a second Form 8-K on July 20, 2000
relating to the News Release of July 19, 2000 announcing the
agreements signed by Showa Aluminum Corporation and Mitsubishi
Heavy Industries, Ltd.
<PAGE>
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.
MODINE MANUFACTURING COMPANY
-------------------------------------
(Registrant)
By: A. D. REID
--------------------------------------
A. D. Reid, Vice President,
Finance and Chief Financial Officer
(Principal Financial Officer)
Date: August 7, 2000 By: W. E. PAVLICK
--------------------------------------
W. E. Pavlick, Senior Vice President,
General Counsel and Secretary
<PAGE>
