-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KMqKoZUmiFAm13zSRAw8jWU6bm/KDg5mw6mE2b0aF2+aLGyvSAMko2jGi85I8md3 gh4Qj3z3Oa59sFuNp0ie5g== /in/edgar/work/20000627/0000067347-00-000014/0000067347-00-000014.txt : 20000920 0000067347-00-000014.hdr.sgml : 20000920 ACCESSION NUMBER: 0000067347-00-000014 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MODINE MANUFACTURING CO CENTRAL INDEX KEY: 0000067347 STANDARD INDUSTRIAL CLASSIFICATION: [3714 ] IRS NUMBER: 390482000 STATE OF INCORPORATION: WI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-01373 FILM NUMBER: 661220 BUSINESS ADDRESS: STREET 1: 1500 DEKOVEN AVE CITY: RACINE STATE: WI ZIP: 53403 BUSINESS PHONE: 4146361200 11-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 1999 ----------------- Commission file number 1-1373 ------ A. Full title of the plan and the address of the plan if different from that of the issuer named below: MODINE 401(K) RETIREMENT PLAN FOR HOURLY NON-UNION EMPLOYEES B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: MODINE MANUFACTURING COMPANY 1500 DeKoven Avenue, Racine, Wisconsin 53403-2552 An Exhibit index appears at page 17 herein. Page 1 of 19 MODINE 401(K) RETIREMENT PLAN FOR HOURLY NON-UNION EMPLOYEES INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTAL SCHEDULES, AND EXHIBITS ________________ Pages ----- Report of Independent Accountants 3 FINANCIAL STATEMENTS: Statement of net assets available for benefits as of December 31, 1999 4 Statement of changes in net assets available for benefits for the year ended December 31, 1999 5 Notes to financial statements 6-13 SUPPLEMENTAL SCHEDULES: Schedule H, Line 4i - Schedule of assets held for investment purposes as of December 31, 1999 15 Schedule H, Line 4j - Schedule of reportable transactions for the year ended December 31, 1999 16 Exhibits to Annual Report on Form 11-K 17 Signatures 18 NOTE: Supplemental schedules required by the Employee Retirement - ---- Income Security Act of 1974 that have not been included herein are not applicable. PRICEWATERHOUSECOOPERS - ----------------------------------------------------------------------------- PricewaterhouseCoopers LLP 200 East Randolph Drive Chicago, IL 60601 Telephone (312) 540 1500 Report of Independent Accountants To the Participants and Administrator of Modine 401(k) Retirement Plan for Hourly Non-Union Employees In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Modine 401(k) Retirement Plan for Hourly Non- Union Employees (the "Plan") at December 31, 1999, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States, which requires that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held for Investment Purposes as of December 31, 1999 and Reportable Transactions for the year ended December 31, 1999 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. s/PricewaterhouseCoopers LLP June 9, 2000 MODINE 401(K) RETIREMENT PLAN FOR HOURLY NON-UNION EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFTIS December 31, 1999 ASSETS - ------ Cash $ 5,076 Investments (see Note 3) 4,066,213 Participant loans 41,732 ---------- Total investments 4,113,021 Receivables: Employer contributions 56,805 Participant contributions 80,619 Accrued investment income 7,993 Accrued dividends 375 ---------- Total receivables 145,792 ---------- Net assets available for benefits $4,258,813 ========== The accompanying notes are an integral part of the financial statements. MODINE 401(K) RETIREMENT PLAN FOR HOURLY NON-UNION EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS for the year ended December 31, 1999 Additions: Investment income: Net appreciation in fair value of investments (see Note 3) $ 79,878 Interest 521 Dividends 9,260 ----------- Total investment income 89,659 ----------- Contributions: Participant 2,502,625 Employer 1,762,758 Rollover contributions 24,930 ----------- Total contributions 4,290,313 ----------- Transfers 5,039 ----------- Total additions 4,385,011 ----------- Deductions: Distributions to participants 124,598 Administrative costs 1,600 ----------- Total deductions 126,198 ----------- Net increase in net assets available for benefits 4,258,813 Net assets available for benefits: Beginning of year -- ----------- End of year $ 4,258,813 =========== The accompanying notes are an integral part of the financial statements. MODINE 401(K) RETIREMENT PLAN FOR HOURLY NON-UNION EMPLOYEES NOTES TO FINANCIAL STATEMENTS 1. Description of Plan ------------------- The following description of the Modine 401(k) Retirement Plan for Hourly Non-Union Employees, "the Plan", provides only general information on the Plan. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. A. General ------- The Plan is a 401(k) profit sharing plan covering all eligible hourly non-union employees of Modine Manufacturing Company, "the Company", who have one hour of service. Eligible employees who elect to participate are referred to as "Participants". The Plan was established on January 1, 1999 and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). B. Contributions ------------- Plan Participants enter into a salary reduction agreement wherein the employee elects a reduction in compensation, which the Company contributes to the Plan. Participants direct investment of their contributions into various investment options offered by the Plan. The Plan currently offers eight investment alternatives. Participants may contribute up to 15% of their compensation including overtime, but before bonuses, commissions or taxable fringe benefits. Participants may transfer into the Plan certain assets previously held under another tax-qualified plan. The Company currently makes matching contributions equal to 75% of employee contributions up to 10% of total compensation. The Company has the discretion to make an additional contribution and match all or any portion of the Participant's contribution. The matching Company contribution is invested directly in the Modine Company Stock Fund. Participant and Company contributions are subject to certain statutory limitations. C. Participant Accounts -------------------- Each Participant account is credited with the Participant's contributions and allocations of the Company's matching contribution, the Company's discretionary contribution, and Plan earnings. Allocations of contributions and investment earnings are based on the Participant contributions or account balances, as provided by the Plan. The net appreciation (depreciation) in fair value of investments is also allocated (charged) to the individual Participant accounts based on each Participant's share of fund investments. 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 Fund equity securities to achieve a total investment return primarily from capital appreciation and secondarily from income. Vanguard Index Trust Substantially the same percentages of 500 Portfolio Fund common stocks as the Standard & Poor's 500 Composite Stock Price Index. Managers Special Securities of companies with small to Equity Fund medium market capitalizations that have potential for superior growth of earnings. American Century 20th Primarily invests in common stock of Century International foreign companies that meet certain Growth Investment Fund fundamental and technical standards and have potential for capital appreciation. Modine Company Stock Fund Modine Common Stock -------------------------------------------------------------------------- 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. NOTES TO FINANCIAL STATEMENTS, continued 1. Description of Plan, continued ------------------- K. Anti-Discrimination Requirements -------------------------------- The plan is required to meet the anti-discrimination requirements for highly compensated employees as set forth in Section 401(k) and Section 401(m) of the Internal Revenue Code. For years in which the Plan does not meet these requirements, a refund of Participant contributions made by highly compensated employees and the related Company matching contributions must be made within two and one-half months after the close of the Plan year. 2. Summary of Significant Accounting Policies ------------------------------------------ A. Basis of Accounting ------------------- The financial statements of the Plan are prepared under the accrual method of accounting, in accordance with generally accepted accounting principles. B. Investment Valuation -------------------- Investment in the Modine Company Stock Master Trust Fund (Master Trust), consisting primarily of Modine Common Stock, with a small amount in money market investments, is valued at this Plan's proportionate share of the aggregate net asset value of the Master Trust's assets. The net asset value is calculated by dividing the fund's total market value by the outstanding number of Participant units. The units are updated daily based upon 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 75,686 $1,970,779 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. 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: NOTES TO FINANCIAL STATEMENTS, continued 2. Investments, continued ----------- December 31, 1999 ----------------- M&I Diversified Stock Fund, 8,372 units $ 237,233 Vanguard Index Trust 500 Portfolio Fund, 7,608 units 1,029,640 Managers Special Equity Fund, 2,834 units 259,129 American Century 20th Century International Growth Investment Fund, 16,175 units 242,147 Investment in Modine Company Stock Master Trust Fund, 75,686 units 1,970,779* * 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 $79,878 as follows: Mutual Funds $327,587 Master Trust Investment Loss (247,709) -------- $ 79,878 ======== 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 27.01% 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 ========== NOTES TO FINANCIAL STATEMENTS, continued 4. Master Trust Information, continued ------------------------ Investment income (loss) for the Modine Company Stock Master Trust Fund for the year ended December 31, 1999 is as follows: Net depreciation in fair value of Modine Common Stock $(1,043,757) Interest 6,755 Dividends 128,074 ----------- Total $ (908,928) =========== 5. Nonparticipant -Directed Investments ------------------------------------ The Modine Company Stock Master Trust Fund includes certain nonparticipant-directed amounts. Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows: December 31, 1999 ----------------- Net Assets: Common Stock $1,526,833 Year Ended December 31, 1999 ----------------- Changes in Net Assets: Contributions $1,762,758 Net depreciation (187,668) Benefits paid to Participants (48,257) ---------- $1,526,833 ========== 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 1,412 Participants in the Plan as of December 31, 1999. The number of Participants investing in each of the NOTES TO FINANCIAL STATEMENTS, continued 7. Number of Patricipants, 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 153 M&I Diversified Income Fund 124 M&I Growth Balanced Fund 244 M&I Diversified Stock Fund 308 Vanguard Index Trust 500 Portfolio Fund 877 Managers Special Equity Fund 323 American Century 20th Century International Growth Investment Fund 306 Modine Company Stock Fund 1,412 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 79,718 $ 1.00 M&I Diversified Income Fund 4,524 15.13 M&I Growth Balanced Fund 8,446 21.21 M&I Diversified Stock Fund 8,372 28.34 Vanguard Index Trust 500 Portfolio Fund 7,608 135.33 Managers Special Equity Fund 2,834 91.42 American Century 20th Century International Growth Investment Fund 16,175 14.97 Modine Company Stock Fund 75,686 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, NOTES TO FINANCIAL STATEMENTS, continued 10.Risks and Uncertainties, continued ----------------------- and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to 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 $4,258,813 Amounts allocated to withdrawing Participants (4,820) ---------- Net assets available for benefits per the Form 5500 $4,253,993 ========== 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 $ 124,598 Add: Amounts allocated to withdrawing Participants at December 31, 1999 4,820 ---------- Benefits paid to Participants per the Form 5500 $ 129,418 ========== 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. SUPPLEMENTAL SCHEDULES MODINE 401(K) RETIREMENT PLAN FOR HOURLY NON-UNION 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 of borrower, lessor interest, collateral, Shares or Current or similar party par or maturity value Units Cost Value - ---- ------------------ ------------------------- ------------ ------------ ---------- * Marshall Funds, Inc. Marshall Money Market Fund 79,718 $ 79,718 $ 79,718 (interest bearing cash) * Marshall & Ilsley Diversified Income Fund 4,524 66,267 68,422 Trust Company Growth Balanced Fund 8,446 159,768 179,145 Diversified Stock Fund 8,372 198,030 237,233 The Vanguard Group Vanguard Index Trust 500 Portfolio Fund 7,608 934,150 1,029,640 The Managers Funds, Special Equity Fund 2,834 187,415 259,129 L.P. American Century Twentieth Century World Mutual Funds International Growth Inc. Fund 16,175 174,108 242,147 * Participant Loans 8.75 - 9.25% interest rate; various maturity rates 41,732 * Represents party in interest to the Plan.
MODINE 401(K) RETIREMENT PLAN FOR HOURLY NON-UNION EMPLOYEES
Schedule H, Line 4j - Schedule of Reportable Transactions for the year ended December 31, 1999 (a) (b) (c) (d) (g) (h) (i) Description of Current Asset (include Value of Identity interest rate Asset on of Party and maturity in Selling Cost of Transaction Net Gain Involved case of a loan) Purchase Price Price Asset Date or (Loss) ----------- ----------------- ---------------- ----------- ---------- ----------- ---------- Purchases of investments: The Vanguard Vanguard Index $1,016,370 (53) $1,016,370 $1,016,370 $ -- Group Trust 500 Portfolio Fund (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.
EXHIBITS TO ANNUAL REPORT ON FORM 11-K The exhibits listed below are filed as part of this Annual Report on Form 11-K. Each exhibit is listed according to the number assigned to it in the Exhibit Table of Item 601 of Regulation S-K. Exhibit Page Number Description No. - ------- --------------------------------------------------- ---- 4 Modine 401(k) Retirement Plan for Hourly Non-Union Employees (Incorporated by reference to Exhibits 99(a) and (b) to the companies filing of Form S-8 dated October 26, 1998.) 23 Consent of Independent Accountants, filed herewith. 19 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Committee which administers the Plan have duly caused this annual report to be signed by the undersigned hereunto duly authorized. MODINE 401(K) RETIREMENT PLAN FOR HOURLY NON-UNION EMPLOYEES June 23, 2000 DAVE B. SPIEWAK - ------------- ------------------------------------- Committee Member - Dave B. Spiewak ROGER L. HETRICK ------------------------------------- Committee Member - Roger L. Hetrick DEAN R. ZAKOS ------------------------------------- Committee Member - Dean R. Zakos EX-23 2 0002.txt Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Modine Manufacturing Company Form S-8 File No. 333-66111 of our report dated June 9, 2000, on our audit of the financial statements of the Modine 401K Retirement Plan for Hourly Non-Union Employees as of December 31, 1999 and for the year then ended, which report is included in the Annual Report on Form 11-K. /s/PricewaterhouseCoopers LLP Chicago, Illinois June 26, 2000 -----END PRIVACY-ENHANCED MESSAGE-----