SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party Other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12.
Modine Manufacturing Company
-----------------------------------------------
(Name of Registrant as Specified In Its Charter
Not Applicable
-----------------------------------------------
(Name of Person(s) Filing Proxy Statement if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11
1) Title of each class of securities to which transaction
applies:
Not Applicable
----------------------------------------------------
2) Aggregate number of securities to which transaction
applies:
Not Applicable
------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
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<PAGE>
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-------------------------------------------------------
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<PAGE>
notice
of meeting
and proxy
statement
annual meeting
2000
of shareholders
<PAGE>
----------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------------------------------------
Date: Wednesday, July 19, 2000
Time: 9:30 a.m.
Place: 1500 DeKoven Ave.
Racine, WI 53403
Record Date: May 30, 2000
Matters to be voted on:
1. Election of three directors; and
2. Any other matters properly brought before the
shareholders at the meeting.
By order of the Board of Directors,
W. E. PAVLICK
W. E. PAVLICK, Secretary
June 9, 2000
Contents
Page
----
General Information About Voting 2
Proposal No. 1: Election of Directors 3
PROXY STATEMENT
Your vote at the annual meeting is important to us.
Please vote your shares of Common Stock by calling a
toll-free telephone number or by completing the enclosed
proxy card and returning it to us in the enclosed
envelope. This proxy statement has information about
the annual meeting and was prepared by the Company's
management for the Board of Directors. This proxy
statement was first mailed to shareholders on June 9,
2000.
<PAGE>
PROXY STATEMENT
Annual Shareholders' Meeting of Modine Manufacturing Company--2000
----------------------------------------------------------------------
GENERAL INFORMATION ABOUT VOTING
Who can vote?
-------------
You can vote your shares of common stock if our records show
that you owned the shares on May 30, 2000. A total of 29,264,026
shares of common stock can vote at the annual meeting. You get
one vote for each share of common stock. The holders of common
stock do not have cumulative voting rights. The enclosed proxy
card shows the number of shares you can vote.
How do I vote?
--------------
Starting this year, stockholders of record can give a proxy
to be voted at the meeting by calling a toll-free telephone
number or, if you prefer, you may mail in the enclosed proxy card
as you have in the past. Stockholders who hold their shares in
"street name" will continue to vote their shares in the manner
required by their brokers.
The telephone voting procedure has been set up for your
convenience and has been designed to authenticate your identity,
to allow you to give voting instructions, and to confirm that
those instructions have been recorded properly.
The enclosed proxy card contains instructions for telephone
and mail voting. Whichever method you use, the proxies
identified on the back of the proxy card will vote your shares in
accordance with your instructions. If you submit a proxy card
without giving specific voting instructions, the proxies will
vote those shares as recommended by the Board of Directors.
What if other matters come up at the annual meeting?
----------------------------------------------------
The matters described in this proxy statement are the only
matters we know will be voted on at the annual meeting. If
other matters are properly presented at the meeting, the
proxyholders will vote your shares as they see fit.
Can I change my vote after I return my proxy card?
--------------------------------------------------
You can revoke your proxy card by:
- Submitting a new proxy card;
- Giving written notice before the meeting to the Secretary
of the Company, stating that you are revoking your proxy
card; or
- Attending the meeting and voting your shares in person.
<PAGE>
Unless you decide to vote your shares in person, you should
revoke your prior proxy card in the same way you initially
submitted it - that is, by telephone or mail.
Can I vote in person at the annual meeting?
-------------------------------------------
Although we encourage you to complete and return the proxy
card or vote by phone to ensure that your vote is counted, you
can attend the annual meeting and vote your shares in person.
What do I do if my shares are held in "street name"?
----------------------------------------------------
If your shares are held in the name of your broker, or other
nominee, that party should give you instructions for voting your
shares.
How are votes counted?
----------------------
We will hold the annual meeting if holders of a majority of
the shares of common stock entitled to vote either appear by
proxy or attend the meeting. If you appear by proxy, your shares
will be counted to determine whether we have a quorum even if you
abstain or fail to vote on any of the proposals listed on the
proxy card.
If your shares are held in the name of a nominee, and you do
not tell the nominee how to vote your shares (so-called "broker
nonvotes"), the nominee can vote them as it sees fit only on
matters that are determined to be routine, and not on any other
proposal. Broker nonvotes will be counted as present to
determine if a quorum exists but will not be counted as present
and entitled to vote on any nonroutine proposal.
Who will count the vote?
------------------------
Norwest Bank Minnesota, NA, (Wells Fargo) Shareowner
Services, an independent tabulator, will count the vote under the
supervision of Inspectors of Election appointed by the Board.
Who pays for this proxy solicitation?
-------------------------------------
We do. In addition to sending you these materials, some of
our employees may contact you by telephone, mail, or in person.
None of these employees will receive any extra compensation for
doing this.
1. ELECTION OF DIRECTORS
The Board of Directors currently consists of ten members.
R. T. Savage is retiring from the Board and is not a nominee
for election in 2000.
<PAGE>
By Board of Directors' action in March, 2000, effective as
of July 19, 2000, the authorized number of directors will be
fixed at nine. The Restated By-Laws of the Company, as amended
in March, 2000, effective as of July 19, 2000, will classify the
Board of Directors into three classes: each class consisting of
three directors; with each class of directors serving three-year
terms of office. Each class of directors is staggered so that
each expires in succeeding years.
This year the terms of Frank W. Jones, Dennis J. Kuester,
and Michael T. Yonker expire at the 2000 Annual Meeting of
Shareholders. Messrs. Jones, Kuester, and Yonker have been
nominated for a new three-year term expiring at the Annual
Meeting in 2003.
While it is not anticipated that any of the nominees will be
unable to take office, if such is the case, proxies will be voted
in favor of such other person or persons as the Board of
Directors may propose to fill the three directorships. In
accordance with the Restated By-Laws, a director shall hold
office until the Annual Meeting for the year in which his or her
term expires and until his or her successor shall be elected and
qualify; subject, however, to prior death, resignation,
retirement, disqualification, or removal from office. Vacancies
may be filled by the remaining directors.
The nominees for the Board of Directors, the directors whose
terms will continue, their ages, other directorships, and their
tenure and expiration dates of their terms are set forth as
follows:
Nominees to be Elected
----------------------
FRANK W. JONES Director since 1982
Mr. Jones, 60, is an independent management consultant, Tucson,
Arizona. He is also a director of Jason Incorporated, Ingersoll
Milling Machine Co., Star Cutter Co., Gardner Publications, Inc.,
and General Tool Co. Term to expire in 2000.
DENNIS J. KUESTER Director since 1993
Mr. Kuester, 58, is President of Marshall & Ilsley Corporation
and of M&I Marshall & Ilsley Bank, and Chairman of M&I Data
Services, Inc., a Milwaukee, Wisconsin, bank holding company,
bank, and banking services company, respectively. He is also a
director of M&I Data Services, Inc., M&I Marshall & Ilsley Bank,
Marshall & Ilsley Corporation, Super Steel Products Corp., TYME
Corporation, and Krueger International. Term to expire in 2000.
MICHAEL T. YONKER Director since 1993
Mr. Yonker, 57, is retired. Prior to June 15, 1998, he was
President and Chief Executive Officer of Portec, Inc., Lake
<PAGE>
Forest, Illinois, a manufacturer of material handling
equipment. He is also a director of Woodward Governor
Company. Term to expire in 2000.
Directors Continuing in Service
-------------------------------
FRANK P. INCROPERA Director since 1999
Dr. Incropera, 60, is the McCloskey Dean of the University
of Notre Dame's College of Engineering, South Bend, Indiana,
and has served in that position since 1998. Prior to that,
he served as the Head of the School of Mechanical
Engineering at Purdue University, West Lafayette, Indiana.
Term to expire in 2002.
VINCENT L. MARTIN Director since 1992
Mr. Martin, 60, is Chairman, Chief Executive Officer (through
June 30, 1999), and a director of Jason Incorporated, a
diversified manufacturing company based in Milwaukee, Wisconsin.
He is also a director of Crane Manufacturing & Service. Term
to expire in 2002.
MARSHA C. WILLIAMS Director since 1999
Ms. Williams, 49, is Chief Administrative Officer of Crate &
Barrel, a privately held retailer of home furnishings and
accessories headquartered in Northbrook, Illinois. Previously,
Ms. Williams had been Vice President and Treasurer of Amoco
Corporation and Carson Pirie Scott & Company, and Vice
President of The First National Bank of Chicago. She is also
a director of Chicago Bridge & Iron, Davis Funds and Selected
Funds. Term to expire in 2002.
DONALD R. JOHNSON Director since 1997
Mr. Johnson, 58, is President and Chief Executive Officer of
the Company. He is also a director of Grede Foundries, Inc.
and the M&I Marshall & Ilsley Bank. Term to expire in 2001.
GARY L. NEALE Director since 1977
Mr. Neale, 60, is Chairman, President, Chief Executive
Officer, and a director of NiSource, Inc., Hammond,
Indiana, a holding company for gas and electric utilities
and other energy-related subsidiaries. He is also a
director of Chicago Bridge & Iron. Term to expire in 2001.
RICHARD J. DOYLE Director since 1987
Mr. Doyle, 67, is retired. Prior to April 30, 1998, he was
Chief Executive Officer and a director of three private
<PAGE>
electrical contracting corporations. Prior to January 1,
1989, Mr. Doyle was a Vice President of Borg-Warner
Corporation, Chicago, Illinois, a diversified manufacturing
and services company, and President and Chief Executive
Officer of Borg-Warner Automotive, Inc., Troy, Michigan, a
subsidiary of Borg-Warner Corporation. Term to expire in
2001.
The Board of Directors recommends a vote FOR all of the
director-nominees, Mr. Jones, Mr. Kuester, and Mr. Yonker.
PRINCIPAL SHAREHOLDERS AND SHARE OWNERSHIP OF DIRECTORS AND
EXECUTIVE OFFICERS
Principal Shareholders
----------------------
The following table shows the number of shares of common
stock beneficially owned by each person who we know beneficially
owns more than 5% of the common stock.
Title Name and Address of Amount and Nature of Percent
of Class Beneficial Ownership Beneficial Ownership of Class
-------- ------------------------------ --------------------------- --------
Common Administrative Committee of 4,727,175** Power to vote 16.16%
Modine Contributory Employee Plans' stock
Stock Ownership & Investment not voted by
Plans, 1500 DeKoven Avenue, employees
Racine, Wisconsin 53403-2552 owning it
Members: D. B. Spiewak,
R. L. Hetrick and D. R. Zakos*
Common Gabelli Funds, Inc. and 5,244,702*** Sole or shared 17.92%
affiliates voting and/or
One Corporate Center power to
Rye, New York 10580-1434 dispose of
stock
------------------------------------------------------------------------------
* M&I Marshall and Ilsley Trust Company is trustee and
holder of record of the Modine Contributory Employee
Stock Ownership and Investment Plans, Employees'
Retirement Trusts and 401(k) Retirement Plans stock,
and is the escrow agent for participants' stock under
the 1995 through 2000 Stock Award Plans. The Marshall
& Ilsley Trust Company, as custodian, may be viewed as
having voting or dispositive authority in certain
situations pursuant to Department of Labor regulations
or interpretations or federal case law. Pursuant to SEC
Rule 13d-4, inclusion of such shares in this statement
shall not be construed as an admission that the Reporting
Person or its subsidiaries are, for purposes of Sections
13(d) or 13(g) of the Act, the beneficial owners of such
securities. D. J. Kuester is president of Marshall &
Ilsley Corporation and of M&I Marshall & Ilsley Bank.
M&I Marshall & Ilsley Corporation and its subsidiaries
specifically disclaim beneficial ownership of stock held
by these plans and trusts.
<PAGE>
** As of March 31, 2000.
*** Based on a Schedule 13D dated October 11, 1999, by
Gabelli Funds, Inc. and affiliates.
We know of no other person or group that is a beneficial
owner of five percent (5%) or more of the Company's common stock.
Securities Owned by Management
------------------------------
The following table shows the number of shares of common
stock beneficially owned as of March 31, 2000 by:
- each director;
- each executive officer named in the Summary Compensation
Table on page 10; and
- the directors and executive officers as a group.
Title Name of Amount and Nature of Percent
of Class Beneficial Owner Beneficial Ownership of Class
-------- ---------------- -------------------- --------
Common R. J. Doyle* 52,000(a) **
Common F. P. Incropera* 15,000(a) **
Common F. W. Jones* 86,050(a) **
Common D. J. Kuester* 36,000(b) **
Common V. L. Martin* 52,200(c) **
Common G. L. Neale* 63,917(a) **
Common M. C. Williams* 20,000(a) **
Common M. T. Yonker* 37,000(a) **
Common R. T. Savage* 316,319(d) 1.08%
Common D. R. Johnson 304,742(e) 1.04%
Common E. T. Thomas 49,289(e) **
Common W. E. Pavlick 300,543(e) 1.03%
Common D. B. Rayburn 159,120(e) **
Common L. D. Howard 229,911(e) **
Common All executive
officers and
directors as a
group (23 persons) 2,336,802(f) 7.98%
* Non-employee directors have the right to acquire additional shares
of common stock (not listed in the above table) through the exercise
<PAGE>
of options automatically granted upon re-election pursuant to the
1994 Stock Option Plan for Non-Employee Directors discussed on page 9.
** Denotes less than one percent of shares outstanding.
(a) The 52,000 shares listed for Mr. Doyle include options to acquire
45,000 shares; the 15,000 shares listed for Mr. Incropera include
options to acquire 15,000 shares; the 86,050 shares listed for Mr.
Jones include options to acquire 45,000 shares; the 63,917 shares
listed for Mr. Neale include options to acquire 45,000 shares; the
20,000 shares listed for Ms. Williams include options to acquire
20,000 shares and the 37,000 shares listed for Mr. Yonker include
options to acquire 35,000 shares.
(b) The 36,000 shares listed for Mr. Kuester exclude shares held of
record by M&I Marshall & Ilsley Bank. See footnote to the Five
Percent Stock Ownership table. This number includes options to
acquire 35,000 shares.
(c) The 52,200 shares listed for Mr. Martin include options to
acquire 50,000 shares and include 200 shares held in trusts
for his children with Mr. Martin as trustee.
(d) The 316,319 shares listed for Mr. Savage include options to
acquire 144,126 shares.
(e) The 304,742 shares listed for Mr. Johnson include 2,288 shares held
by Mr. Johnson's wife, options to acquire 210,000 shares, 23,600
restricted shares awarded to Mr. Johnson and 2,879.5 units held in
the form of Modine Common Stock Fund Units (Modine 401(k) Retirement
Plan and Deferred Compensation Plan) (each Unit consisting of Modine
common stock and a cash component); the 49,289 shares listed for Mr.
Thomas include options to acquire 40,000 shares, 5,000 restricted
shares awarded to Mr. Thomas, and 3,963.4 units held in the form of
Modine Common Stock Fund Units (Modine 401(k) Retirement Plan and
Deferred Compensation Plan) (each Unit consisting of Modine common
stock and a cash component); the 300,543 shares listed for Mr.
Pavlick include 3,271 shares held by Mr. Pavlick's wife, options to
acquire 98,700 shares, 3,100 restricted shares awarded to Mr. Pavlick
and 713.6 units held in the form of Modine Common Stock Fund Units
(Modine 401(k) Retirement Plan and Deferred Compensation Plan) (each
Unit consisting of Modine common stock and a cash component); the
159,120 shares listed for Mr. Rayburn include options to acquire
131,375 shares, 14,200 restricted shares awarded to Mr. Rayburn and
2,411.3 units held in the form of Modine Common Stock Fund Units
(Modine 401(k) Retirement Plan and Deferred Compensation Plan) (each
Unit consisting of Modine common stock and a cash component); and
the 229,911 shares listed for Mr. Howard include options to acquire
118,000 shares, 9,800 restricted shares awarded to Mr. Howard and
846.7 units held in the form of Modine Common Stock Fund Units
(Modine 401(k) Retirement Plan and Deferred Compensation Plan) (each
Unit consisting of Modine common stock and a cash component).
The awards granted pursuant to the 1995 through 1998 Stock Award
Plan are subject to restrictions that lapse annually in fifths over a
period commencing at the end of the second year from the date of grant.
The awards granted pursuant to the 2000 Stock Award Plan are subject
to restrictions that lapse annually in fifths over a period commencing
at the end of the first year from the date of grant.
<PAGE>
(f) This number includes 619,678 shares held by officers (other than the
five named executive officers) as a group (9 persons) and includes
options to acquire 379,000 shares; 5,000 shares awarded pursuant to
the 1995 through 1998 Stock Award Plan are subject to restrictions
that lapse annually in fifths over a period commencing at the end of
the second year from the date of grant while the awards granted
pursuant to the 2000 Stock Award Plan are subject to restrictions
that lapse annually in fifths over a period commencing at the end
of the first year from the date of grant; and 5,532.1 units held
in the form of Modine Common Stock Fund Units (Modine 401(k)
Retirement Plan and Deferred Compensation Plan) (each Unit consisting
of Modine common stock and a cash component).
Approximately forty-two percent (42%) of all outstanding shares are
owned or controlled by or for directors, officers, employees, retired
employees, and their families.
BOARD MEETINGS, COMMITTEES AND COMPENSATION
The Board of Directors held eight regular meetings during the fiscal
year. An additional seven meetings were held by standing Committees of
the board. The following chart describes the function and membership of
each committee and the number of times it met in 1999-2000:
Audit Committee - 3 meetings
Function
--------
- recommends engagement of auditors;
- meets with independent auditors to:
- discuss plan and scope of audit;
- review results of audit;
- evaluates internal audit procedures and accounting controls;
- approves budget for non-audit services; and
- reviews and approves audit and non-audit fees.
Members
-------
R. J. Doyle, Chair
F. W. Jones
V. L. Martin
G. L. Neale
M. C. Williams
Officer Nomination and Compensation Committee - 2 meetings
Function
--------
- reviews candidates for positions as Company officers;
- makes recommendations to Board on candidates;
- makes recommendations to Board on compensation for officers;
- administers the 1985 Incentive Stock Plan; and
- administers the 1994 Incentive Compensation Plan.
<PAGE>
Members
-------
G. L. Neale, Chair
R. J. Doyle
D. J. Kuester
V. L. Martin
M. T. Yonker
Pension Committee - 2 meetings
Function
--------
- provides oversight for pension trust investments.
Members
-------
F. W. Jones, Chair
D. J. Kuester
M. C. Williams
M. T. Yonker
The Board of Directors does not have a committee that
nominates directors since nomination and review of director
candidates is a function of the full Board. In addition,
shareholders who wish to nominate candidates for election to the
Board may do so.
All directors attended seventy-five percent or more of all
Board meetings and meetings of Committees of which they were
members during the fiscal year, except G. L. Neale and M. C.
Williams.
Generally, if a shareholder intends to propose business or
make a nomination for the election of directors at an annual
meeting, or make a nomination for the election of directors at a
special meeting of shareholders, the Company must receive written
notice of such intention. The deadline for shareholder
nominations for directors and proposals at the 2000 Annual
Meeting of Shareholders was February 4, 2000.
Compensation of Directors
-------------------------
Non-employee directors receive:
- a retainer fee of $6,000 per quarter;
- $1,000 for each Board, committee and special meeting attended;
- an additional $1,000 for acting as Chairman of the Audit
Committee;
- reimbursement for travel, lodging, and related expenses
incurred in attending Board and committee meetings; and
- travel-accident and director and officer liability insurance.
Directors who are officers of the Company do not receive any
fees in addition to their remuneration as officers. Commencing
<PAGE>
April 1, 1998, in lieu of all other Board compensation, the
Chairman of the Board has received a retainer fee of $12,000 per
quarter.
Directors of the Company who are not employees are eligible
to participate in the 1994 Stock Option Plan for Non-Employee
Directors (the "Directors' Plan") which is authorized to grant
non-qualified stock options through July 20, 2004, on up to
500,000 shares of the Company's common stock. These options are
granted at one hundred percent of the fair market value on the
date of the grant and will expire no later than ten years after
the date they are granted and will terminate no later than three
years after termination of director status for any reason other
than death. Within 30 days after election or re-election to the
Board, each director so elected or re-elected is automatically
granted an option for that number of shares equal to the multiple
of 5,000 and the number of years in the term to which such
director has been so elected or re-elected. The Directors' Plan
may be administered by the Board or by a committee of two or more
directors of the Company if deemed necessary or advisable in order
to comply with the exemptive rules promulgated pursuant to Section
16(b) of the Securities Exchange Act of 1934, as amended. The Board
or any such committee shall have no authority to administer the
Directors' Plan with respect to the selection of participants under
the plan or the timing, pricing, or amounts of any grants.
The Board of Directors has adopted the Modine Manufacturing
Company Director Emeritus Retirement Plan (the "Director Emeritus
Retirement Plan") whereby any person (non-employee) who is or
becomes a director of Modine on or after April 1, 1992, and who
retires from the Board will be paid a retirement benefit equal to
the annualized rate at which directors are being paid for their
services to the Company as directors (including Board meeting
attendance fees but excluding any applicable committee attendance
fees) as in effect at the time such director ceases his service as
a director. The retirement benefit will continue until the period
of time the retirement benefit paid equals the period of time of the
director's Board services. If a director dies before or after
retirement, his or her spouse or other beneficiary will receive the
applicable retirement benefit. In the event of a change in control
(as defined in the Plan) of Modine, each eligible director, or his
or her spouse or other beneficiary entitled to receive a retirement
benefit through him or her, would be entitled to receive a lump-sum
payment equal to the present value of the total of all benefit
payments which would otherwise be payable under the Director Emeritus
Retirement Plan. The retirement benefit is not payable if the director
directly or indirectly competes with the Company or if the director is
convicted of fraud or a felony and such fraud or felony is determined
by disinterested members of the Board of Directors to have damaged Modine.
EXECUTIVE COMPENSATION
Summary Compensation Table
--------------------------
The following table sets forth compensation awarded to, earned by,
or paid to the Company's Chief Executive Officer and the four most
highly compensated executive officers other than the Chief Executive
<PAGE>
Officer who were serving as executive officers at March 31, 2000, for
services rendered to the Company and its subsidiaries during fiscal
1999-2000. Also included is salary, bonus, restricted common stock
awards, and stock option information for fiscal years ended March 31,
1999, and March 31, 1998.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation (1) Long-Term Compensation
------------------------ -------------------------------------
Restricted Stock All Other
Year Name Principal Position Salary Bonus Stock(2) Options(3) Comp.(4)
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1999/2000 D. R. Johnson President and Chief $500,000 $220,000 $187,500 35,000 $33,792
1998/1999 Executive Officer 452,500 321,275 0 30,000 34,734
1997/1998 President and Chief 326,250 219,240 254,531 30,000 24,160
Operating Officer
1999/2000 D. B. Rayburn Executive Vice President, $305,000 $111,833 $125,000 25,000 $20,137
Operations
1998/1999 Executive Vice President, 262,000 155,017 0 20,000 20,100
1997/1998 Original Equipment 205,000 120,540 152,719 15,000 15,277
1999/2000 E. T. Thomas* Group Vice President $232,500 $ 71,610 $ 87,500 15,000 $15,272
1998/1999 Group Vice President, 140,000 88,200 49,406 25,000 7,845
Highway Products
1999/2000 L. D. Howard** Group Vice President, $250,000 $ 77,000 $ 0 0 $16,512
1998/1999 Europe 237,000 117,789 0 15,000 18,260
1997/1998 200,000 114,800 135,760 15,000 14,895
1999/2000 W. E. Pavlick Senior Vice President, $207,000 $ 63,756 $ 0 8,000 $13,871
1998/1999 General Counsel and 198,500 98,655 0 11,000 15,339
1997/1998 Secretary 180,500 103,607 50,910 11,000 13,460
* Mr. Thomas joined Modine on August 3, 1998, at which time he
received 10,000 stock options and 1,500 shares as stock awards
in addition to the 15,000 stock options granted in January 1999.
** Mr. Howard retired April 1, 2000.
<FN>
(1) Excludes "Other Annual Compensation" under Securities and
Exchange Commission regulations since such does not exceed
the lesser of $50,000 or 10% of each individual's combined
salary and bonus.
(2) The Restricted Stock awarded to an employee on January 19,
2000, was awarded at no cost to the employee but the market
price of $25 was used to calculate the dollar value of such
long-term compensation.
The total number of restricted shares and the aggregate
market value at March 31, 2000, were: Mr. Johnson - 23,600
shares valued at $592,950; Mr. Rayburn - 14,200 shares
valued at $356,775; Mr. Thomas - 5,000 shares valued at
$125,625; Mr. Howard - 9,800 shares valued at $246,225; and
Mr. Pavlick - 3,100 shares valued at $77,887.50. Dividends
<PAGE>
are paid on the restricted shares at the same time and the
same rate as dividends paid to shareholders of unrestricted
shares. Aggregate market value is based on a fair market
value of $25.125 at March 31, 2000.
The stock awarded pursuant to the 1995 through 1998 Stock
Award Plan was granted to an employee at no cost and placed
in escrow until the beginning of the third, fourth, fifth,
sixth, and seventh years, respectively, at which time one-
fifth of the shares are released to the employee. The awards
granted pursuant to the 2000 Stock Award Plan are subject to
restrictions that lapse annually in fifths over a period
commencing at the end of the first year from the date of grant.
In the event of retirement, the shares may, if authorized by
the Officer Nomination and Compensation Committee of the Board,
be released at an earlier date. In the event of a change-in-
control, the share restrictions will lapse.
(3) The 1994 Incentive Compensation Plan authorized the Officer
Nomination and Compensation Committee of the Board to grant
stock options (incentive stock options and non-qualified stock
options) and other stock-based rights through July 20, 2004, on
up to 3,000,000 shares of the Company's common stock. Incentive
stock options and non-qualified stock options granted are at one
hundred percent of the fair market value on the date of the grant
and will expire no later than ten years after the date of the grant.
Grants pursuant to the Plan may be made to such officers or certain
other employees as shall be determined by the Committee.
Upon the exercise of the option, the optionee may pay the purchase
price in cash, stock, optioned stock, or a combination thereof.
The optionee may also satisfy any tax withholding obligation by
using optioned stock. In the event of a sale, merger, consolidation,
or other specified transaction involving the Company, the optionee
will have the right to receive (regardless of whether or to what
extent the option would then have been exercisable) the difference
between the exercise price and the fair market value of the stock.
(4) Includes employer matching contributions to the Company Tax Saver
(401(k)) Plan, Stock Purchase Plan, Executive Supplemental Stock
Plan, and, since January 1, 1999, the Modine 401(k) Retirement Plan
and the Modine Non-Qualified Deferred Compensation Plan. The Company
has a program (the Executive Supplemental Stock Plan and, after
January 1, 1999, the Modine Non-Qualified Deferred Compensation Plan)
to pay, out of general assets, an amount substantially equal to the
difference between the amount that would have been allocated to a
participant's account as Company matching contributions, in the
absence of legislation limiting such allocations, and the amount
actually allocated under the plans. Payment of this amount and
appreciation thereon is deferred until termination of service or
retirement. Because the Company's contributions to the Executive
Supplemental Retirement Plan and the Modine Non-Qualified Deferred
Compensation Plan are actuarially based and are not allocated to the
individual named executive officers' accounts until retirement, such
contributions are not readily ascertainable and are not included in
this column. See page 16 herein regarding the Pension Plan Table
for additional information.
</TABLE>
<PAGE>
Officer Nomination and Compensation Committee Report on Executive
-----------------------------------------------------------------
Compensation
------------
The Officer Nomination and Compensation Committee has provided
the following report on Executive Compensation:
Compensation Philosophy
-----------------------
The Company's executive compensation philosophy is designed to
address the needs of the Company, its executives, and its
shareholders.
The specific factors underlying the Committee's decision with
respect to compensation for each of the named executives for the
last fiscal year are two-fold:
1. The first factor is the ability to accomplish the Company's
goal of preserving and enhancing the shareholders'
investment over the long-term without bearing undue risk
in the process. The Committee recognizes that there will
be short-term fluctuations in the Company's business and
is of the opinion that incentive compensation should be
based primarily upon attainment of the Company's goals
over a longer period of time. It is the Committee's
intention to compensate its executive officers
appropriately for superior performance; however, inherent
in attaining the Company's goal is the premise that
shareholder assets will not be wasted by the payment of
excessive compensation.
2. The second factor underlying the Committee's compensation
decision is that achieving the foregoing Company goals
can only be accomplished by the retention of competent,
highly skilled people. Accordingly, the design of the
compensation package must include sufficient tools to
assure retention of key individuals.
Numerous other criteria are considered in the compensation
decision, including high ethical standards, concern for
employees, regard for the environment, and commitment to the
highest levels of product quality and customer service. Each of
these criteria is an intrinsic part of attaining the Company's
long-term goals.
Total Annual Compensation
-------------------------
The Company's executive compensation program is composed of an
annual cash component, consisting of salary and a bonus based on the
financial performance of the Company, and a long-term incentive
component, currently consisting of stock awards and stock options.
For fiscal 1999-2000, the Company used a formula bonus program
that does not commence payout until an after-tax return of 10% on
<PAGE>
shareholders' investment is earned. Thereafter, Company
executives can earn a cash bonus that increases at a linear rate
with Company earnings and is proportional with the executive's
level of management responsibility, including the Chief Executive
Officer ("CEO"), who could earn a cash bonus of up to 120% of his
base salary (the maximum payout under the program). All other
incentive awards are calculated as a job-slotted percentage of
the CEO's percent of earned award. By so doing, the entire
management team shares the risks and rewards of overall Company
performance.
For fiscal year 1999-2000, the Committee determined that
several changes were appropriate, including base pay adjustments
for certain named executive officers, to align compensation more
closely with industry competitive compensation.
Long-Term Compensation
----------------------
To further align the Company's executives' interests with
those of the shareholder, the Compensation Committee utilizes
long-term based incentives in the form of stock options and
stock awards. Individual stock option grants are determined
based on a subjective assessment of individual performance,
contribution, and potential. The stock options currently
granted are at market value and are exercisable within ten
years of date of grant. The options may be rescinded at any
time up until two years after exercise should the individual
be terminated for cause, compete in any way against the
Company, not fully comply with applicable laws and government
regulations, fail to maintain high ethical standards, or
breach the Company's policies such as Guidelines for Business
Conduct, Antitrust Compliance, or confidentiality of
proprietary technology and information.
The size of option grants is based upon many factors
including (1) Company and individual performance, (2) previous
grants of stock options and stock awards, and (3) the
competitive market for long-term incentive compensation.
Grants made in January 2000 reflect each of these factors
including the increased reliance on long-term incentives seen
in the U.S. market. As all grants are made at fair market
value, it should be noted that executives receive no value
from stock options unless all shareholders see an increase in
the value of their holdings.
For the plan prior to 1998-99, stock awards were grants of
Company stock to a limited number of top executives at no
cost. These awards vest only at the rate of 20% per year
commencing at the end of the second year after grant, acting
thereby as both a retention tool and involving the executive
in a longer-term stake in the Company. Stock awards not
previously vested are terminated should the executive cease to
be employed by the Company for any reason other than normal
retirement or a change of control of the Company.
Beginning with the 1998-99 fiscal year and continuing for the
1999-2000 fiscal year, stock awards were provided on the basis of
<PAGE>
meeting specified targets and will vest 20% per year commencing
at the end of the first year. Achievement is measured based on
the fiscal year's performance of specified percentages of sales
growth and earnings per share growth over the prior year's
results. The sales growth and earnings per share growth
achievements are calculated separately and carry equal weight.
Target achievement for each element will earn half of the target
awards so that full target awards are earned if both goals are
achieved. Each element has a minimum, target, and maximum goal.
For each fiscal year, the determination of the CEO's target
shares was based on compensation data used to determine the CEO's
base pay. The target stock award is set at the stock equivalent
of a designated percentage (50%) of the CEO comparator group base
pay. This amount is then divided by the stock price and rounded
up to the nearest 500 share equivalent.
At minimum achievement of the goal, the plan pays 50% of the
target awards for that goal. At maximum achievement, the plan
will pay 150% of the target awards for that goal. Participants
other than the CEO receive awards based on a specified percentage
of the CEO's awards. The sales and earnings growth for both
fiscal years did not reach minimum achievement of the goals and,
accordingly, no restricted stock was awarded. A similar stock
award program has been set for fiscal year 2000-2001.
Although performance goals were not achieved and no stock
awards were therefore earned under the Plan, in keeping with the
Company's executive retention philosophy, the Committee decided
to provide discretionary stock awards similar to those used prior
to 1998-99 (except that vesting commences at the end of the first
year) to a limited number of key executives in January 2000.
These awards were deemed necessary for retention purposes.
However, over the long term, each of the named executive
officers is compensated through both the stock option and stock
award programs as the Company sales and earnings per share and
the Company stock price increases, which will also benefit the
shareholders.
Chief Executive Officer Compensation
------------------------------------
The Committee recognizes that effective management of the
Company is a team effort, led by the CEO. The CEO and the named
officers must possess the difficult-to-define qualities of
leadership, ability to instill confidence in their actions, and
the ability to inspire others to even greater effort. These
qualities can only be determined through observation over a
longer period of time and through the ultimate results attained.
Accordingly, the CEO's and senior executive officers' team
compensation decisions were not based solely on fiscal 1999-2000
annual financial results but were based on the compensation
philosophy referenced above, on the Company's favorable return on
shareholders' investment over the longer term and on the
Committee's subjective assessment of the performance of the
management team.
<PAGE>
Other Executive Officer Compensation
------------------------------------
Since, as stated above, we believe that corporate management
is a team effort, we also believe that it is appropriate for the
CEO to select his team members and make a substantial
contribution to the compensation decision for each of such team
members. Accordingly, upon detailed consultation with the CEO,
assessment of the experience, capabilities, and performance of
each of the named executives toward attaining Company goals, and
the policies and plans referenced above, compensation decisions
were made. As a background for such decisions, the Compensation
Committee reviewed several major compensation consultant data
bases with respect to compensation. The compensation consultant
data bases are large data bases of industrial companies that the
Committee believes appropriately reflect the broad labor market
for Modine executives. Within a range of acceptable total
compensation for each individual, compensation is determined as
described above.
Compliance with Internal Revenue Code Section 162(m)
----------------------------------------------------
Section 162(m) of the Internal Revenue Code, enacted in 1993,
generally disallows a tax deduction to public companies for
compensation over one million dollars paid to the Company's CEO
and four other most highly compensated executive officers.
Qualifying performance-based compensation will not be subject to
the deduction limit if certain requirements are met. The
Committee currently intends to structure its executive-
compensation packages to meet these requirements.
Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------
None of the Committee members is or has been a Company
officer or employee. No Company executive officer currently
serves on the compensation committee or any similar committee of
another public company.
G. L. Neale, Chair
R. J. Doyle
D. J. Kuester
V. L. Martin
M. T. Yonker
Performance Graph
-----------------
The following graph shows the cumulative total stockholder
return on the Company's common stock over the last five fiscal
years as compared with the returns of the Standard & Poor's 500
Stock Index and the NASDAQ Industrials Stock Index (non-
financial index). The NASDAQ Industrials Stock Index consists
of approximately 3,000 industrial companies (including Modine),
and includes a broad range of manufacturers. The Company
<PAGE>
believes, because of the diversity of its business, that
comparison with this broader index is appropriate. The graph
assumes $100 was invested on March 31, 1995, in the Company's
common stock, the S&P 500 Stock Index, and the NASDAQ
Industrials Stock Index and assumes reinvestment of dividends.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Measurement Period
(Fiscal Year Covered Modine NASDAQ S&P 500
-------------------- ---------- ---------- -----------
Measurement Pt. 4/1/95 100 100 100
FYE 96 81 135 132
FYE 97 77 146 158
FYE 98 111 218 235
FYE 99 92 305 279
FYE 00 86 599 330
Options Granted
---------------
The following table sets forth information about stock
option grants during the last fiscal year for the five executive
officers named in the Summary Compensation Table.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential Realizable
Value at Assumed Annual
Rates of Stock Appreciation -
Individual Grants Appreciation for Option Term(1)(2)(3)
---------------------------------------------- ---------------------------------------
% of Total
Options
Options Granted to Exercise Expiration
Name Granted Employees Price Date 0% 5% 10%
---- ------- ---------- -------- ---------- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C>
D. R. Johnson 35,000 12.05% $25.00 1/19/2010 $0 $ 551,250 $ 1,391,250
D. B. Rayburn 25,000 8.61% $25.00 1/19/2010 $0 $ 393,750 $ 993,750
E. T. Thomas 15,000 5.16% $25.00 1/19/2010 $0 $ 236,250 $ 596,250
L. D. Howard 0 0% N/A N/A $0 $ 0 $ 0
W. E. Pavlick 8,000 2.75% $25.00 1/19/2010 $0 $ 126,000 $ 318,000
All Optionees 290,500 100% $25.00 1/19/2010 $0 $ 4,622,625 $ 11,666,625
All Shareholders N/A N/A N/A N/A $0 $465,805,148 $1,175,603,468
<PAGE>
<FN>
(1) All options granted are immediately exercisable except within
the first year of employment. Holders may use shares previously
owned or received upon exercise of options to exercise options.
The Company may accept shares to cover withholding or other
employee taxes.
(2) The dollar amounts under these columns are the result of
calculations at zero percent and at the five-percent and ten-
percent rates set by the Securities and Exchange Commission and,
therefore, are not intended to forecast possible future
appreciation, if any, of the Company's stock price.
(3) No gain to the optionee is possible without stock price
appreciation, which will benefit all shareholders
commensurately. A zero percent gain in stock price
appreciation will result in zero dollars for the optionee.
</TABLE>
Option Exercises and Fiscal Year-End Values
-------------------------------------------
The following table sets forth information with respect to
the five executive officers named in the Summary Compensation
Table concerning the number of option exercises and value of
options outstanding at the end of the last fiscal year.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<CAPTION>
Total Value of
Total Number Unexercised
Number of of Unexercised In-the-Money
Shares Options Held Options Held at
Acquired on Value at Fiscal Year End (1) Fiscal Year End (1)
Name Exercise Realized Exercisable (2) Exercisable (2)
---- ----------- -------- ---------------------- -------------------
<S> <C> <C> <C> <C>
D. R. Johnson 0 $ 0 210,000 $ 238,125
D. B. Rayburn 0 $ 0 131,375 $ 200,859
E. T. Thomas 0 $ 0 40,000 $ 1,875
L. D. Howard 0 $ 0 118,000 $ 445,875
W. E. Pavlick 0 $ 0 98,700 $ 295,813
<FN>
(1) All options granted are immediately exercisable except within
the first year of employment.
(2) Granted at fair market value on the date of Grant. Total
value of outstanding options is based on a fair market value
of Company stock of $25.125 as of March 31, 2000.
<PAGE>
Pension Plan Table
------------------
The following table sets forth the estimated annual benefits
payable upon retirement at normal retirement age for the years of
service indicated under the Company's defined pension plan at the
indicated remuneration levels (average of five years' earnings).
----------------------------------------------------------------------
Average Annual Representative Years of Service
Earnings 15 Years 20 Years 25 Years 30 Years 35 Years
-------------- -------- -------- -------- -------- --------
$125,000 $ 28,905 $ 38,541 $ 48,176 $ 57,811 $ 67,446
200,000 47,749 63,666 79,582 95,498 111,415
275,000 66,593 88,791 110,988 133,186 155,383
350,000 85,437 113,916 142,394 170,873 199,352
425,000 104,280 139,041 173,801 208,561 243,321
500,000 123,124 164,166 205,207 246,248 287,290
575,000 141,968 189,291 236,613 283,936 331,258
650,000 160,812 214,416 268,019 321,623 375,227
725,000 179,655 239,541 299,426 359,311 419,196
----------------------------------------------------------------------
The five executive officers named in the Summary Compensation
Table participate on the same basis as other salaried employees in
the non-contributory Modine Pension and Disability Plan for Salaried
Employees. Because the Company's contributions to the plan are
actuarially based on all eligible salaried employees and are not
allocated to individual employee accounts, expenses for a specific
person cannot readily be separately or individually calculated.
Retirement benefits are based on an employee's earnings for the five
highest consecutive of the last ten calendar years preceding retirement
and on years of service. Applicable earnings include salary, bonuses,
and any deferred amount under the Modine Tax Saver (401(k)) Plan or,
since January 1, 1999, the Modine 401(k) Retirement Plan. They are
approximately the same as cash compensation reported in the Summary
Compensation Table, but on a calendar year rather than a fiscal year
basis. A minimum of five years of service is required for eligibility.
The principal benefit under the plan is a lifetime monthly benefit for
the joint lives of participants and their spouses based on the employee's
earnings and period of employment, and is not subject to offset by Social
Security benefits. Employees can retire with unreduced early retirement
benefits at age sixty-two or may be eligible for disability, deferred,
or other early retirement benefits depending on age and years of service
upon retirement or termination. In addition, an employee who has reached
age sixty-two and who has accumulated thirty or more years of eligible
service may request that the accrued benefit be paid immediately in a
lump-sum amount, even if not retired at the time of election.
Assuming continued employment until age sixty-five (sixty-six in
the case of Mr. Pavlick), the estimated credited years of service under
the plan for Messrs. Johnson, Rayburn, Thomas, Howard, and Pavlick are
twenty-eight, twenty-two, twenty-one, thirty-nine, and twenty-one years,
respectively.
Pension benefits under the plan are subject to possible limitations
imposed by the Employee Retirement Income Security Act of 1974 and
subsequent amendments thereto. To the extent that an individual employee's
<PAGE>
retirement benefit exceeds these limits, the excess will be paid from
general operating funds of the Company.
Employees, including officers, may also qualify for long-term
disability payments of approximately sixty percent of their base salary,
up to a maximum of $15,000 per month, if they become disabled.
Employment Agreements, Termination and Change-of-Control Arrangements
---------------------------------------------------------------------
The Company entered into an employment contract effective
October 16, 1996, with Mr. D. R. Johnson covering his employment
for a two-year term; the change-of-control provisions were
amended May 20, 1999. The contract is automatically extended
annually for an additional year so that the remaining contract
term is between one and two years, unless notice is given by
either party to the contrary. This contract provides for a
minimum annual salary equal to that paid the past fiscal year to
Mr. Johnson plus bonus participation. Mr. Johnson will continue
to receive all employee benefits plus supplements to his
retirement pension and 401(k) benefits designed to provide him
with benefits that otherwise are reduced by statutory limitations
on qualified benefit plans. In the event of disability, salary
continuation is provided at a level of one hundred percent for
the first twelve months and up to sixty percent thereafter with
no maximum dollar amount.
In the event of a "Change-in-Control," as defined in the
Agreement, as amended, at any time during the 24 months after a
change in control occurs, if Mr. Johnson is terminated without
"Good Cause" or if Mr. Johnson terminates the Agreement, a 36-
month "Severance Period" is triggered during which Mr. Johnson is
entitled to receive an amount equal to three times the greater of:
- the sum of his base salary and target bonus; or
- the sum of his five-year average base salary and
five-year average actual bonus payable in a lump
sum within 60 days after the date of termination
of employment; and
- an amount equal to the pro-rata portion of the target
bonus for the calendar year in which his employment
terminated; and
- applicable benefits and credited service for pension
purposes for the 36-month period.
In the event of Mr. Johnson's death, such amounts will be
payable to his estate. Any stock options or stock awards will
immediately vest, or restrictions lapse, as the case may be, on the
date of termination. In the event a change in control occurs, and
if payments made to Mr. Johnson are subject to the excise tax
provisions of Section 4999 of the Internal Revenue Code, Mr. Johnson
will be entitled to receive a lump-sum payment (the "Gross-up Payment"),
sufficient to cover the full cost of such excise taxes and his federal,
state, and local income and employment taxes on the additional payment.
Mr. D. B. Rayburn has a similar Change-in-Control Agreement on
substantially the same terms and conditions as stated for Mr. Johnson.
Mr. Rayburn's Agreement was entered into on May 20, 1999.
<PAGE>
As of February 26, 1997, the Company entered into change-in-
control agreements (the "Change-in-Control Agreements") with the
named executive officers (except Mr. Johnson and Mr. Rayburn and
Mr. Thomas, whose agreement is dated August 7, 1998) and certain
other key employees.
The Change-in-Control Agreements were amended and restated
May 20, 1999. In the event of a "Change-in-Control," as defined
in the Agreements, as amended and restated, certain key executives
(including the named executive officers other than Mr. Johnson and
Mr. Rayburn), if terminated by the Company for any reason other than
"Good Cause," or if terminated by the executive for "Good Reason"
within 24-months after the change in control occurs, or if terminated
by the executive for any reason during the 13th month after the change
in control, will trigger a 24-month "Severance Period" during which
the executive is entitled to receive an amount equal to two times the
greater of:
- the sum of his base salary and target bonus; or
- the sum of his five-year average base salary and five-
year average actual bonus payable in a lump sum within
60 days after the date of termination of employment; and
- an amount equal to the pro-rata portion of the target
bonus for the calendar year in which his employment
terminated; and
- applicable benefits and credited service for pension
purposes for the 24-month period.
In the event of the executive's death, such amounts will be
payable to his estate. Any stock option or stock awards will
immediately vest, or restrictions lapse, as the case may be, on
the date of termination. In the event a change in control
occurs, and if payments made to the executive are subject to the
excise tax provisions of Section 4999 of the Internal Revenue
Code, the executive will be entitled to receive a lump-sum
payment (the "Gross-up Payment"), sufficient to cover the full
cost of such excise taxes and the executive's federal, state, and
local income and employment taxes on the additional payment.
One other key executive also has a Change-in-Control
Agreement that was amended and restated on May 20, 1999. This
agreement is substantially identical to the change-in-control
agreements previously described for Mr. Johnson and Mr. Rayburn.
Mr. W. E. Pavlick also has a three-year employment contract
effective April 1, 1986, that is similar to Mr. Johnson's
employment contract.
TRANSACTIONS
In the regular course of business since April 1, 1999, the
Company has had transactions with corporations or other firms of
which certain non-employee directors are executive officers or
otherwise principally involved. Such transactions were in the
ordinary course of business and at competitive prices and terms.
The Company does not consider the amounts involved to be
material. The Company anticipates that similar transactions will
occur in fiscal year 2000-2001.
<PAGE>
OTHER INFORMATION
Independent Accountants
-----------------------
PricewaterhouseCoopers LLP have been the independent certified
public accountants since 1935 and were selected as the Company's
auditors for the fiscal year ended March 31, 2000. They are appointed
by the Board of Directors of the Company and report to the Audit
Committee. A representative of PricewaterhouseCoopers LLP will not
be attending the 2000 Annual Meeting of Shareholders.
Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership with the Securities
and Exchange Commission and the National Association of Securities Dealers,
Inc. Officers, directors, and greater-than-ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to the
Company, the Company believes that, during the period April 1, 1999, to
March 31, 2000, all Section 16(a) filing requirements applicable to its
officers, directors, and greater-than-ten-percent beneficial owners were
complied with except that one Form 4 Report, covering a single option
exercise transaction, was filed late by R. L. Hetrick.
ADDITIONAL MATTERS
The Board of Directors is not aware of any other matters that will
be presented for action at the 2000 annual meeting. Should any additional
matters come before the meeting, the persons named in the enclosed proxy
will vote on those matters in accordance with their best judgment.
SHAREHOLDER PROPOSALS FOR 2001
If a shareholder wishes to present a proposal for consideration at
next year's Annual Meeting of Shareholders, such proposal must be received
at Modine's offices on or before February 5, 2001.
ANNUAL REPORT
The Annual Report of the Company, including financial statements
for the fiscal year ended March 31, 2000, is enclosed.
W. E. PAVLICK, Secretary
<PAGE>
APPENDIX
Annual Meeting of Stockholders
Wednesday, July 19, 2000
9:30 a.m. CDT Modine shareholders can
build their investments in
Modine Manufacturing Company Modine through a no-cost
1500 DeKoven Avenue plan for automatically
Racine, Wisconsin 53403 reinvesting dividends and
making additional cash
purchases of Modine stock.
Systematic investments can be
established for your account
by authorizing direct
deductions from your bank
account on a monthly basis.
To receive material and
enrollment information, call
800-813-3324. The Modine
Manufacturing Company
Dividend Reinvestment and
Direct Stock Purchase Plan is
administered by the company's
transfer agent, Norwest (Wells
Fargo) Shareowner Services,
800-468-9716.
Modine Manufacturing Company
1500 DeKoven Avenue, Racine, Wisconsin 53403-2552 proxy
----------------------------------------------------------------------------
This proxy is solicited on behalf of the Board of Directors.
The undersigned hereby appoints D. R. Johnson and W. E. Pavlick, or either
of them, with full power of substitution to each, as attorneys and proxies
to represent the undersigned at the Annual Meeting of Stockholders of Modine
Manufacturing Company to be held at the corporate offices of Modine
Manufacturing Company, 1500 DeKoven Avenue, Racine, Wisconsin 53403 on the
19th day of July, 2000 at 9:30 a.m. CDT, and at any adjournment(s) thereof,
and to vote all shares of Common Stock which the undersigned may be entitled
to vote at said meeting as directed with respect to the proposals as set
forth in the Proxy Statement. The Board of Directors does not know of any
other business that may be presented for consideration at the Annual Meeting.
If any other business should properly come before the Meeting, the shares
represented by the proxies and voting instructions solicited thereby may be
discretionarily voted on such business in accordance with the best judgment
of the proxy holders.
You are encouraged to specify your choices by marking the appropriate boxes
on the reverse side, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. The tabulator
cannot vote your shares unless you sign, date and return this proxy card or
vote by telephone.
IF YOU VOTE BY PHONE, PLEASE DO NOT MAIL YOUR PROXY CARD
--------------------------------------------------------
See Reverse Side
<PAGE>
Dear Shareholder: ------------------
/COMPANY # /
/CONTROL # /
------------------
Modine Manufacturing Company encourages you to take advantage of a new and
convenient way by which you can vote your shares. You can vote your shares
by telephone. This eliminates the need to return the proxy card.
To vote your shares by telephone you must use the control number printed in
the box at the top of this page. The series of numbers that appear in the
box above must be used to access the system.
To vote over the telephone:
- On a touch-tone telephone -- call 1-800-240-6326 -- 24 hours a day,
7 days a week, until 12:00 p.m. on July 18, 2000.
- You will be prompted to enter your 3-digit Company Number and your
7-digit Control Number which are located above.
- Follow the simple instructions the Voice provides you.
Your electronic vote authorizes the named Proxies in the same manner as if
you marked, signed, dated and returned the proxy card.
Modine Manufacturing Company 401(k) Retirement Plan
Voting Instructions to Trustee Marshall & Ilsley Trust Company for the Annual
Meeting of Stockholders
As a participant in the Modine Manufacturing Company 401(k) Plan, you have
the right to give instructions to the Plan Trustee as to the voting of certain
shares of Modine Manufacturing Company Common Stock allocated to your account
at the Annual Meeting of Shareholders or at any and all adjournments or
postponements of the Annual Meeting. In this regard, please indicate your
voting choices on this card, sign and date it, and return this card promptly
in the enclosed postage prepaid envelope or vote by phone. If your
instructions are not received at least five days prior to the Annual Meeting,
or if you do not respond, shares held in your account for which a proxy is
not received will be voted by the Trustee in its own discretion and in
accordance with ERISA.
Modine Manufacturing Company Contributory Employee Stock Ownership and
Investment Plan
Voting Instructions to Trustee Marshall & Ilsley Trust Company for the Annual
Meeting of Stockholders
As a participant in the Modine Manufacturing Company Contributory Employee
Stock Ownership and Investment Plan, you have the right to vote certain
shares of Modine Manufacturing Company Common Stock allocated to your account
at the Annual Meeting or at any and all adjournments or postponements of the
Annual Meeting. In this regard, please indicate your voting choices on this
card, sign and date it, and return this card promptly in the enclosed postage
prepaid envelope or vote by phone. If you do not respond, shares held in
your account for which a proxy is not received will be voted by the Trustee
in the same proportion as votes actually cast by plan participants.
Modine Subsidiaries 401(k) Defined Contribution Plan
Voting Instructions to Trustee New York Life Trust Company for the Annual
Meeting of Stockholders
As a participant in the Modine Subsidiaries 401(k) Defined Contribution Plan,
you have the right to vote certain shares of Modine Manufacturing Company
Common Stock allocated to your account at the Annual Meeting or at any and
all adjournments or postponements of the Annual Meeting. In this regard,
please indicate your voting choices on this card, sign and date it, and
<PAGE>
return this card promptly in the enclosed postage prepaid envelope or vote by
phone. If you sign without otherwise marking the proxy, the securities will
be voted as recommended by the Board of Directors on all matters to be
considered at the meeting. For this meeting, the extent of New York Life
Trust Company's authority to vote your securities in the absence of your
instructions, as directed by the Administrative Fiduciary, is that securities
for which no voting instructions have been given shall be voted in the same
proportion as the vote of proxies returned.
PLEASE FOLD HERE
</TABLE>
<TABLE>
<CAPTION>
The Board of Directors Recommends a Vote FOR Item 1
<S> <C> <C> <C>
1. Election of Directors: 01 Frank W. Jones / / Vote FOR all nominees / / WITHHOLD
02 Dennis J. Kuester except as marked Authority
03 Michael J. Yonker contrary below)
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(Instructions: To withhold authority to vote for any indicated nominee, / /
write the number(s) of the nominee(s) in the box provided to the right.) / /
---------------------
* NOTE * To consider and act upon such other matters as may properly come before the
meeting or any adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.
---
Address Change? Mark Box / /
Indicate changes below:
Date_________________________, 2000
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/ /
/ /
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Signature(s) in Box
Please sign exactly as your name(s)
appear on Proxy. If held in joint
tenancy, all persons must sign.
Trustees, administrators, etc.,
should include title and authority.
Corporations should provide full
name of corporation and title of
authorized officer signing the proxy.
<PAGE>
</TABLE>
