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 SALARIED 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 SALARIED 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 Salaried 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 Salaried
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 SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFTIS
December 31, 1999
ASSETS
------
Cash $ 6,470
Investments (see Note 3) 9,343,524
Participant loans 79,054
----------
Total investments 9,429,048
----------
Receivables:
Employer contributions 120,052
Participant contributions 178,157
Accrued investment income 24,631
Accrued dividends 541
----------
Total receivables 323,381
----------
Net assets available for benefits $9,752,429
==========
The accompanying notes are an integral part of the
financial statements.
<PAGE>
MODINE 401(K) RETIREMENT PLAN
FOR SALARIED 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) $ 464,821
Interest 2,390
Dividends 24,927
----------
Total investment income 492,138
----------
Contributions:
Participant 5,448,372
Employer 3,650,216
Rollover contributions 298,701
----------
Total contributions 9,397,289
----------
Transfers 762
----------
Total additions 9,890,189
----------
Deductions:
Distributions to participants 136,660
Administrative costs 1,100
----------
Total deductions 137,760
----------
Net increase in net assets available
for benefits 9,752,429
Net assets available for benefits:
Beginning of year --
----------
End of year $9,752,429
==========
The accompanying notes are an integral part of the financial
statements.
<PAGE>
MODINE 401(K) RETIREMENT PLAN
FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
-------------------
The following description of the Modine 401(k) Retirement Plan for
Salaried 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
salaried 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 number by the
outstanding value 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 145,958 $3,800,577
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,
19,626 units 556,152
Vanguard Index Trust 500 Portfolio Fund,
19,455 units 2,632,876
Managers Special Equity Fund,
8,733 units 798,383
American Century 20th Century International
Growth Investment Fund, 54,434 units 814,875
Investment in Modine Company Stock
Master Trust Fund, 145,958 units 3,800,577*
* 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 $464,821 as follows:
Mutual Funds $926,168
Master Trust Investment Loss (461,347)
--------
$464,821
========
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 52.09%
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 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 $3,197,501
Year Ended
December 31, 1999
-----------------
Changes in Net Assets:
Contributions $3,650,216
Net depreciation (399,319)
Benefits paid to Participants (53,396)
----------
$3,197,501
==========
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 1,261 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 116
M&I Diversified Income Fund 174
M&I Growth Balanced Fund 330
M&I Diversified Stock Fund 365
Vanguard Index Trust 500 Portfolio Fund 966
Managers Special Equity Fund 470
American Century 20th Century International
Growth Investment Fund 466
Modine Company Stock Fund 1,261
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 117,497 $ 1.00
M&I Diversified Income Fund 11,454 15.13
M&I Growth Balanced Fund 21,211 21.21
M&I Diversified Stock Fund 19,626 28.34
Vanguard Index Trust 500 Portfolio Fund 19,455 135.33
Managers Special Equity Fund 8,733 91.42
American Century 20th Century International
Growth Investment Fund 54,434 14.97
Modine Company Stock Fund 145,958 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 Uncertainities, 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 $9,752,429
Amounts allocated to withdrawing Participants (6,520)
----------
Net assets available for benefits per the
Form 5500 $9,745,909
==========
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 $136,660
Add: Amounts allocated to withdrawing
Participants at December 31, 1999 6,520
--------
Benefits paid to Participants per the Form 5500 $143,180
========
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 SALARIED EMPLOYEES
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
borrower, lessor of 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 Fund 117,497 $ 117,497 $ 117,497
(interest bearing cash)
* Marshall & Ilsley Diversified Income Fund 11,454 167,680 173,243
Trust Company Growth Balanced Fund 21,211 401,204 449,921
Diversified Stock Fund 19,626 465,360 556,152
The Vanguard Group Vanguard Index Trust 500
Portfolio Fund 19,455 2,384,434 2,632,876
The Managers Funds, Special Equity Fund 8,733 576,301 798,383
L.P.
American Century Twentieth Century
World Mutual International Growth
Funds, Inc. Fund 54,434 587,342 814,875
* Participant Loans 9.25 - 9.50% interest 79,054
rate, various maturity
dates
* Represents party in interest to the Plan.
</TABLE>
<PAGE>
<TABLE>
MODINE 401(K) RETIREMENT PLAN
FOR SALARIED 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 Transaction Net Gain
Involved case of a loan Purchase Price Price of Asset Date or (Loss)
-------------- ---------------- ---------------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Purchases of
investments:
American American Century
Century World International
Mutual Funds, Growth
Inc. Investment Fund $ 618,012 (58) $ 618,012 $ 618,012 $ --
The Managers Managers Special
Fund, LP Equity Fund 616,005 (58) 616,005 616,005 --
The Vanguard Vanguard Index
Group Trust 500
Portfolio Fund 2,535,112 (85) 2,535,112 2,535,112 --
M&I Diversified
Stock Fund 490,686 (54) 490,686 490,686 --
<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 Salaried 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 SALARIED 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>
