-----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, GNDndIhIHp68PzGcioaHd2ZgF9/Kp/He4SzHNDDZ2Bd8fQthfYOasszzB4xxS1VP A9PwiD1Ek0cdWsLQoqKUqw== /in/edgar/work/20000807/0000067347-00-000021/0000067347-00-000021.txt : 20000921 0000067347-00-000021.hdr.sgml : 20000921 ACCESSION NUMBER: 0000067347-00-000021 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000626 FILED AS OF DATE: 20000807 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: 10-Q SEC ACT: SEC FILE NUMBER: 001-01373 FILM NUMBER: 687363 BUSINESS ADDRESS: STREET 1: 1500 DEKOVEN AVE CITY: RACINE STATE: WI ZIP: 53403 BUSINESS PHONE: 4146361200 10-Q 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 26, 2000 ------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-1373 ------ MODINE MANUFACTURING COMPANY (Exact name of registrant as specified in its charter) WISCONSIN 39-0482000 ---------------------------------------------- ------------------- (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 1500 DeKoven Avenue, Racine, Wisconsin 53403-2552 ----------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (262) 636-1200 --------------- NOT APPLICABLE ----------------------------------------------------------------------- (Former name or former address, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at August 4, 2000 -------------------------------- ----------------------------- Common Stock, $0.625 Par Value 29,275,433 MODINE MANUFACTURING COMPANY INDEX Page No. ________ PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - June 26 and March 31, 2000 3 Consolidated Statements of Earnings - For the Three Months Ended June 26, 2000 and 1999 4 Consolidated Condensed Statements of Cash Flows - For the Three Months Ended June 26, 2000 and 1999 5 Notes to Consolidated Condensed Financial Statements 6-9 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 10-12 PART II. OTHER INFORMATION Item 1. Legal Proceedings 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 6. Exhibits and Reports on Form 8-K 14-15 Signatures 16 MODINE MANUFACTURING COMPANY CONSOLIDATED BALANCE SHEETS (In thousands, except per-share amounts) June 26, 2000 and March 31, 2000 (Unaudited)
June 26, 2000 March 31, 2000 ------------- -------------- ASSETS Current assets: Cash and cash equivalents $ 24,478 $ 31,070 Trade receivables, less allowance for doubtful accounts of $4,166 and $4,436 187,390 182,724 Inventories 168,920 168,597 Deferred income taxes and other current assets 40,290 47,164 --------- --------- Total current assets 421,078 429,555 --------- --------- Noncurrent assets: Property, plant, and equipment -- net 342,541 337,987 Investment in affiliates 28,036 28,440 Goodwill and other intangible assets -- net 68,107 70,339 Deferred charges and other noncurrent assets 64,305 64,786 --------- --------- Total noncurrent assets 502,989 501,552 --------- --------- Total assets $ 924,067 $ 931,107 ========= ========= LIABILITIES AND SHAREHOLDERS' INVESTMENT Current liabilities: Short-term debt $ 3,206 $ 6,319 Long-term debt -- current portion 3,765 3,128 Accounts payable 83,953 84,893 Accrued compensation and employee benefits 49,336 46,479 Income taxes 14,716 7,336 Accrued expenses and other current liabilities 30,305 27,322 --------- --------- Total current liabilities 185,281 175,477 --------- --------- Noncurrent liabilities: Long-term debt 186,154 211,112 Deferred income taxes 25,119 24,536 Other noncurrent liabilities 40,176 39,740 --------- --------- Total noncurrent liabilities 251,449 275,388 --------- --------- Total liabilities 436,730 450,865 --------- --------- Shareholders' investment: Preferred stock, $0.025 par value, authorized 16,000 shares, issued - none - - Common stock, $0.625 par value, authorized 80,000 shares, issued 30,342 shares 18,964 18,964 Additional paid-in capital 13,622 13,573 Retained earnings 515,553 505,522 Accumulated other comprehensive loss (25,136) (21,629) Treasury stock at cost: 1,077 and 1,081 shares, respectively (34,007) (34,394) Restricted stock - unamortized value (1,659) (1,794) --------- --------- Total shareholders' investment 487,337 480,242 --------- --------- Total liabilities and shareholders' investment $ 924,067 $ 931,107 ========= ========= (See accompanying notes to consolidated financial statements.)
MODINE MANUFACTURING COMPANY CONSOLIDATED STATEMENTS OF EARNINGS For the three months ended June 26, 2000 and 1999 (In thousands, except per-share amounts) (Unaudited)
Three months ended June 26 -------------------------- 2000 1999 ----------- ----------- Net sales $286,484 $283,847 Cost of sales 203,897 201,882 -------- -------- Gross profit 82,587 81,965 Selling, general, and administrative expenses 53,288 51,744 -------- -------- Income from operations 29,299 30,221 Interest expense (2,145) (1,593) Other income --net 2,600 2,674 -------- -------- Earnings before income taxes 29,754 31,302 Provision for income taxes 11,792 11,793 -------- -------- Net earnings $ 17,962 $ 19,509 ======== ======== Net earnings per share of common stock - Basic $0.61 $0.66 - Assuming dilution $0.61 $0.65 ======== ======== Dividends per share $0.25 $0.23 ======== ======== Weighted average shares - basic 29,264 29,529 Weighted average shares - assuming dilution 29,384 29,849 ======== ======== (See accompanying notes to consolidated financial statements.)
MODINE MANUFACTURING COMPANY CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In thousands) For the Three Months Ended June 26, 2000 and 1999 (Unaudited)
Three months ended June 26 -------------------------- 2000 1999 ----------- ----------- Net cash provided by operating activities $ 40,667 $ 16,431 Cash flows from investing activities: Expenditures for property, plant, and equipment (15,759) (22,661) Investment in affiliates 0 (600) Proceeds from dispositions of assets 0 27 Other -- net 15 (290) -------- -------- Net cash (used for) investing activities (15,744) (23,524) Cash flows from financing activities: (Decrease)/increase in short-term debt -- net (2,960) 3,587 Additions to long-term debt 771 5,685 Reductions of long-term debt (21,786) (2,710) Issuance of common stock, including treasury stock 523 1,063 Purchase of treasury stock (747) (984) Cash dividends paid (7,316) (6,792) -------- -------- Net cash (used for) financing activities (31,515) (151) -------- -------- Net (decrease) in cash and cash equivalents (6,592) (7,244) Cash and cash equivalents at beginning of period 31,070 49,163 -------- -------- Cash and cash equivalents at end of period $ 24,478 $ 41,919 ======== ======== (See accompanying notes to consolidated financial statements.)
MODINE MANUFACTURING COMPANY ---------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ------------------------------------------------------ 1. The amounts of raw material, work in process and finished goods cannot be determined exactly except by physical inventories. Based on partial interim physical inventories and percentage relationships at the time of complete physical inventories, Management believes the amounts shown below are reasonable estimates of raw material, work in process and finished goods. (In thousands) ----------------------------------------------------------------------- June 26, 2000 March 31, 2000 ----------------------------------------------------------------------- Raw materials $ 34,493 $ 35,872 Work in process 37,961 39,146 Finished goods 96,466 93,579 -------- -------- Total inventories $168,920 $168,597 ======== ======== 2. Property, plant, and equipment is composed of: (In thousands) ----------------------------------------------------------------------- June 26, 2000 March 31, 2000 ----------------------------------------------------------------------- Gross, property, plant & equipment $ 646,730 $ 634,170 Less accumulated depreciation (304,189) (296,183) --------- --------- Net property, plant & equipment $ 342,541 $ 337,987 ========= ========= 3. Intangible assets include: (In thousands) ----------------------------------------------------------------------- June 26, 2000 March 31, 2000 ----------------------------------------------------------------------- Goodwill $ 89,167 $ 89,815 Patents and product technology 8,389 8,389 Other intangibles 3,194 3,204 Less accumulated amortization (32,643) (31,069) -------- -------- Net intangible assets $ 68,107 $ 70,339 ======== ======== 4. Segment data: (In thousands) --------------------------------------------------------------------- Quarter ended June 26, 2000 1999 --------------------------------------------------------------------- Sales : Original Equipment $ 120,550 $ 121,073 Distributed Products 96,126 97,588 European Operations 80,202 75,723 --------------------------------------------------------------------- Segment sales 296,878 294,384 Eliminations (10,394) (10,537) --------------------------------------------------------------------- Total net sales $ 286,484 $ 283,847 --------------------------------------------------------------------- Operating income: Original Equipment $ 23,809 $ 24,882 Distributed Products 9,234 11,263 European Operations 10,360 8,069 --------------------------------------------------------------------- Segment operating income 43,403 44,214 Corporate & administrative expenses (14,116) (14,009) Eliminations 12 14 Other items not allocated to segments 455 1,083 --------------------------------------------------------------------- Earnings before income taxes $ 29,754 $ 31,302 --------------------------------------------------------------------- At the end of the fourth quarter in fiscal 2000, several changes were introduced in the basis for measuring segment profit or loss. Two changes that affected amounts previously reported in the June 1999 quarter were the relocation of certain goodwill amortization previously recorded at Corporate to the Distributed Products segment and the allocation of Corporate headquarters functions to include only a general building, technical center, and aircraft use allocation. These changes were introduced last year in preparation for the use of value-based management criteria for assessing performance across the various business units within the segments. Additionally, in the first quarter of fiscal 2001, a change was made by management to relocate the aftermarket business unit of the European Operations segment to the Distributed Products segment. The sales and operating income data presented for the June 1999 quarter has been restated to reflect the effects of these changes. (In thousands) ----------------------------------------------------------------- June 26, March 31, Period ending 2000 2000 -------------------------------------------------------------------- Assets: Original Equipment $ 261,998 $ 265,495 Distributed Products 260,560 263,733 European Operations 184,053 189,803 Corporate & Administrative 265,825 264,562 Eliminations (48,369) (52,486) -------------------------------------------------------------------- Total assets $ 924,067 $ 931,107 -------------------------------------------------------------------- In the first quarter of fiscal 2001, management relocated the aftermarket business unit of the European Operations segment to the Distributed Products segment. The asset data presented for March 31, 2000 has been restated to reflect the effect of this change. 5. Recent developments concerning legal proceedings reported in the Modine Manufacturing Company ("Modine or the Company") Form 10-K report for the year ended March 31, 2000, are updated in Part II, Other Information, Item 1, Legal Proceedings. While the outcome of these proceedings is uncertain, in the opinion of Modine's management, any liabilities that may result from such proceedings are not reasonably likely to have a material effect on Modine's liquidity, financial condition, or results of operations. 6. The computational components of basic and diluted earnings per share are as follows: (In thousands, except per-share amounts) ----------------------------------------------------------------------- Three months ended June 26 2000 1999 ----------------------------------------------------------------------- Net earnings per share of common stock: -------------------------------------- - basic $0.61 $0.66 - assuming dilution $0.61 $0.65 Numerator: --------- Income available to common shareholders $17,962 $19,509 Denominator: ----------- Weighted average shares outstanding - basic 29,264 29,529 Effect of dilutive securities - options* 120 320 Weighted average shares outstanding - assuming dilution 29,384 29,849 ----------------------------------------------------------------------- * There were outstanding options to purchase common stock at prices that exceeded the average market price for the income statement period as follows: Average market price per share $23.57 $30.45 Number of shares 1,752 690 7. Comprehensive earnings, which represents net earnings adjusted by the change in foreign-currency translation and minimum pension liability recorded in shareholders' equity for the 3 months ended June 26, 2000 and 1999, were $14,455 and $18,954, respectively. 8. In June 2000, Modine purchased for cash the remaining 50-percent share of Daikin-Modine, Inc. from its joint venture partner Daikin Industries, Ltd. This investment did not have a material effect on the consolidated results of operations and, accordingly, pro-forma information is not presented. The operation is currently being integrated into Modine's Commercial HVAC&R Division and its operating results will be reported on a consolidated basis in the Distributed Products segment from the date of acquisition. 9. On July 14, 2000, Modine reached an agreement with Showa Aluminum Corporation to cross-license each other's patents on PF(r) and SC air-conditioning condensers. As a result of the agreement and another agreement with Mitsubishi Heavy Industries, Modine will receive an initial payments of more than $16 million, contingent royalties of approximately $27 million in about a year, and additional contingent royalties that could meet or exceed that amount over the next eight years. The agreements settle the companies' respective lawsuits on the subject technology. Beyond the initial payments, the future lump-sum payments and running royalties are contingent on confirmation of the validity of Modine's PF patents in Japan, Europe, and the United States and on Showa's and Mitsubishi's future sales of the subject condensers. The reported results of operations for the first quarter of fiscal 2001 include only the initial $1.9 from the Mitsubishi agreement reached prior to the end of the quarter. 10. The accompanying consolidated financial statements, which have not been audited by independent certified public accountants, were prepared in conformity with generally accepted accounting principles and such principles were applied on a basis consistent with the preparation of the consolidated financial statements in Modine's March 31, 2000 Annual Report filed with the Securities and Exchange Commission. The financial information furnished includes all normal recurring accrual adjustments that are, in the opinion of Management, necessary for a fair statement of results for the interim period. Results for the first three months of fiscal 2001 are not necessarily indicative of the results to be expected for the full year. 11. Certain notes and other information have been condensed or omitted from these interim financial statements which consolidate both domestic and foreign wholly-owned subsidiaries. Therefore, such statements should be read in conjunction with the consolidated financial statements and related notes contained in Modine's 2000 Annual Report to shareholders which statements and notes were incorporated by reference in Modine's Form 10-K Report for the year ended March 31, 2000. MANAGEMENT'S DISCUSSION AND ANALYSIS OF --------------------------------------- RESULTS OF OPERATIONS AND FINANCIAL CONDITION --------------------------------------------- The following discussion and analysis provides information that Management believes is relevant to an assessment and understanding of Modine's consolidated results of operations and financial condition. This discussion should be read in conjunction with the consolidated financial statements and notes thereto. RESULTS OF OPERATIONS - --------------------- Comparison of the First Quarter of 2000-01 with the First Quarter - ----------------------------------------------------------------- of 1999-00 - ---------- First quarter net sales of $286.5 million were a 1% improvement over the $283.8 million reported in the first quarter of last year. Sales would have been approximately $14 million higher if the U.S. dollar had not strengthened to well above last year's level, relative to the Euro. Revenues from the European operations segment grew by almost 6% from the same quarter last year. Revenues recorded in the Original Equipment segment were slightly lower than one year ago. A weakening of the U.S. truck market from its all time high last year offset improvement in the U.S. agricultural - and construction-equipment markets. In the Distributed Products segment, revenues declined by a little over 1%. Improvement recorded in the building HVAC&R market offset lower sales recorded in the North American aftermarket. Gross margin, as a percentage of sales, was 28.8%. This was a slight decline over the 28.9% earned in the first quarter of the previous year. Improvements in the European operations segment and the construction and agricultural market of the Original Equipment segment were more than offset by lower margins earned in the Distributed Products segment (aftermarket and HVAC&R) and Original Equipment segment (truck and automotive markets). Selling, general and administrative expenses of $53.3 million increased 3.0% over last year's first quarter while increasing to 18.6% from 18.2% as a percentage of sales. A significant factor contributing to the increase were on-going litigation costs to protect Modine patents, in the current year's quarter. Average outstanding debt levels decreased $5.4 million, or approximately 2.5%, from the same quarter a year ago while interest expense increased 34.7%, or $0.6 million. Interest expense grew at a faster rate, in part, due to higher interest rates and lower capitalized interest associated with capital projects. Net non-operating income declined by $0.1 million from the same quarter of the previous year. The current year's quarter, similar to last year, included a patent settlement, this time with Mitsubishi Heavy Industries for $1.9 million as a partial settlement for past infringement of Modine's PF technology. The provision for income taxes in the current quarter was $11.8 million (a 39.6% effective rate) compared to last years' first quarter expense of $11.8 million (or 37.7% effective rate). The rate increase was mainly due to the differential in foreign tax rates. Net earnings for the quarter of $18.0 million were 7.9% lower than the same quarter a year ago at $0.61 basic, and $0.61 diluted earnings per share compared to last year's first quarter net earnings of $19.5 million, or $0.66 basic and $0.65 diluted earnings per share. Return on shareholders' investment was 14.9 percent. Outlook for the Remainder of the Year - ------------------------------------- For the fiscal year, management anticipates steady sales with net income rising about five percent with a strong assist from increased patent settlements and running royalties. Negative factors that Modine anticipates facing in the current fiscal year include currency exchange impact, which looks likely to continue its depressing effect on earnings, a weakening of the U.S. truck market from its all-time high last year, and some delay in anticipated new automotive business. On the plus side, European sales and earnings, despite the negative currency impact, are improving and management sees some strength in the off-highway markets. Last year, in the third quarter, Modine realized a significant one-time gain in tax credits, relative to earlier losses, of $4 million, or 13 cents per diluted share, which will be a negative to this year's earnings comparison. These forward- looking statements regarding sales, earnings, and operations are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. See "Important Factors and Assumptions Regarding Forward-Looking Statements" attached hereto as Exhibit 99 and incorporated herein by reference. FINANCIAL CONDITION - ------------------- Comparison between June 26, 2000 and March 31, 2000 - --------------------------------------------------- Current assets - -------------- Cash and cash equivalents of $24.5 million decreased $6.6 million from the March 31, 2000 balance. Cash provided by operating activities during the quarter was more than offset by capital expenditures, debt reductions and the quarterly dividend payment. Trade receivables of $187.4 million were up $4.7 million (3%) over year-end primarily due to increased sales volumes (up $1.3 million over the previous quarter), and a reduction of five collection days when compared to the fourth quarter of fiscal 2000. Inventory levels remained virtually the same when compared to year-end, although overall levels have decreased by approximately $19.0 million from the same quarter a year ago. On-going management programs to reduce inventory levels and exchange rate impact of the U.S. dollar relative to the Euro were the main factors contributing to the reduction from a year ago. The current ratio declined slightly from 2.4 to 1 to 2.3 to 1. Net working capital declined $18.3 million to $235.8 million. Higher trade receivables, and lower accounts payable and short- term debt were more than offset by lower cash and cash equivalents, lower other current assets, higher income taxes payable and higher accrued expenses. Noncurrent assets - ----------------- Net property, plant and equipment of $342.5 million grew $4.6 million over year-end. Capital expenditures during the quarter exceeded depreciation, retirements, and foreign currency translation. Expenditures for the European Technical Center, European plant expansions and conversions, the Racine Technical Center, new Chrysler Jeep programs, a new International Truck and Engine program, process improvements, tooling for new products and various new equipment were among the items contributing to the increase shown. Outstanding commitments for capital expenditures were $40.1 million at June 26, 2000. Approximately one-half of the commitments relate to Modine's European operations. The outstanding commitments will be financed through a combination of funds generated from continuing operations and third party borrowing as required. Investments in unconsolidated affiliates of $28.0 million remained essentially unchanged from year-end. Intangible assets decreased by $2.2 million. Amortization and foreign currency translation were the main items contributing to the change. Current Liabilities - ------------------- Accounts payable and other current liabilities of $163.6 million were $4.9 million higher than March 2000. Normal timing differences in the level of operating activity were responsible for the increase. Accrued income taxes increased $7.4 million from timing differences in making estimated payments. Debt - ---- Outstanding debt decreased $27.5 million to $193.1 from the March 2000 balance of $220.6 million. Domestic long-term debt decreased $16.9 million. Foreign long-term debt decreased $7.5 million. Total short-term borrowing decreased $3.1 million to $3.2 million. The foreign portion of the reduction in short-term debt totaled $2.1 million. Domestically, Modine's unused lines of credit were $20.7 million. Consolidated available lines of credit increased $37.5 million to $71.1 million during the quarter. Foreign unused lines of credit were $50.4 million. Total debt as a percentage of shareholders' equity decreased from 45.9% to 39.6%. Shareholders' Investment - ------------------------ Total shareholders' investment increased by $7.1 million to a total of $487.3 million. The net increase resulted primarily from net earnings of $18.0 million for the first three months. Offsetting items included an unfavorable foreign currency translation impact of $3.5 million during the quarter and dividends paid to shareholders of $7.3 million. PART II. OTHER INFORMATION Item 1. Legal Proceedings. In the normal course of business, Modine and its subsidiaries are named as defendants in various lawsuits and enforcement proceedings by private parties, the Occupational Safety and Health Administration, the Environmental Protection Agency, other governmental agencies, and others in which claims, such as personal injury, property damage, or antitrust and trade regulation issues, are asserted against Modine. While the outcome of these proceedings is uncertain, in the opinion of Modine's Management and counsel, any liabilities that may result from such proceedings are not reasonably likely to have a material effect on Modine's liquidity, financial condition or results of operations. Many of the pending damage claims are covered by insurance and, in addition, Modine from time to time establishes reserves for uninsured liabilities. The Mitsubishi and Showa Litigation ----------------------------------- Over the last 10 years Modine and Showa Aluminum Corporation (and Mitsubishi Motors in some cases) have instituted various lawsuits and legal proceedings against each other pertaining to Modine's PF(r) Parallel Flow Technology and Showa's SC condenser. On July 14, 2000, Modine and Showa reached a Settlement Agreement and License with respect to the same. The Agreement calls for cross licensing of the foregoing technologies between the parties with Modine receiving an initial payment exceeding $14.0 million. Subsequent payments of twice such amount are payable to Modine upon confirmation of the validity of Modine's PF patents in Japan, the United States, and the European Union. Running royalties are applicable to future sales by Showa for the use of Modine's PF technology through the expiration of the corresponding patents in 2006-2008. All legal proceedings between the parties are being dismissed. Other previously reported legal proceedings have been settled or the issues resolved so as to not merit further reporting. Under the rules of the Securities and Exchange Commission, certain environmental proceedings are not deemed to be ordinary or routine proceedings incidental to the Company's business and are required to be reported in the Company's annual and/or quarterly reports. The Company is not currently a party to any such proceedings. Item 4. Submission of Matters to a Vote of Security Holders The following are the results of voting by stockholders present or represented at the Annual Meeting of Stockholders on July 19, 2000: 1. Election of Directors. The following were elected to --------------------- serve as directors of the Company until 2003 or until their successors are elected: Votes For Votes Withheld --------- -------------- Frank W. Jones 25,455,168 387,363 Dennis J. Kuester 25,201,597 640,934 Michael T. Yonker 25,474,073 368,458 Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: -------- The following exhibits are included for information only unless specifically incorporated by reference in this report: Reference Number per Item 601 of Regulation S-K Page - ---------------- ---- 3 Restated By-Laws (as amended) (filed by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2000). 4(a) Rights Agreement dated as of October 16, 1986 between the Registrant and First Chicago Trust Company of New York (Rights Agent) (filed by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1997). 4(b)(i) Rights Agreement Amendment No. 1 dated as of January 18, 1995 between the Registrant and First Chicago Trust Company of New York (Rights Agent) (filed by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2000). 4(b)(ii) Rights Agreement Amendment No. 2 dated as of January 18, 1995 between the Registrant and First Chicago Trust Company of New York (Rights Agent) (filed by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2000). Reference Number per Item 601 of Regulation S-K Page - ---------------- ---- 4(b)(iii) Rights Agreement Amendment No. 3 dated as of October 15, 1996 between the Registrant and First Chicago Trust Company of New York (Rights Agent) (filed by reference to the exhibit contained within the Registrant's Quarterly Report on Form 10-Q dated December 26, 1996). 4(b)(iv) Rights Agreement Amendment No. 4 dated as of November 10, 1997 between the Registrant and Norwest Bank Minnesota, N.A., (Rights Agent) (filed by reference to the exhibit contained within the Registrant's Quarterly Report on Form 10-Q dated December 26, 1997). Note: The amount of long-term debt authorized ---- under any instrument defining the rights of holders of long-term debt of the Registrant, other than as noted above, does not exceed ten percent of the total assets of the Registrant and its subsidiaries on a consolidated basis. Therefore, no such instruments are required to be filed as exhibits to this Form. The Registrant agrees to furnish copies of such instruments to the Commission upon request. 27* Financial Data Schedule (electronic transmission only). 99* Important Factors and Assumptions Regarding Forwarding-Looking Statements. 17 *Filed herewith. (b) Reports on Form 8-K: ------------------- The Company filed one Form 8-K to report that certain forward looking statements regarding forecasts of sales and earnings growth are subject to certain risks and uncertainties as explained therein dated June 9, 2000. Subsequent to the end of the quarter, the Company filed a second Form 8-K on July 20, 2000 relating to the News Release of July 19, 2000 announcing the agreements signed by Showa Aluminum Corporation and Mitsubishi Heavy Industries, Ltd. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MODINE MANUFACTURING COMPANY ------------------------------------- (Registrant) By: A. D. REID -------------------------------------- A. D. Reid, Vice President, Finance and Chief Financial Officer (Principal Financial Officer) Date: August 7, 2000 By: W. E. PAVLICK -------------------------------------- W. E. Pavlick, Senior Vice President, General Counsel and Secretary EX-27 2 0002.txt
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF EARNINGS FOR THE PERIOD ENDING 6/26/00 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS MAR-31-2001 APR-1-2000 JUN-26-2000 24,478 0 191,556 4,166 168,920 421,078 646,730 304,189 924,067 185,281 186,154 0 0 18,964 468,373 924,067 286,484 286,484 203,897 254,585 0 (215) 2,145 29,754 11,792 17,962 0 0 0 17,962 0.61 0.61
EX-99 3 0003.txt EXHIBIT 99 IMPORTANT FACTORS AND ASSUMPTIONS REGARDING FORWARD-LOOKING STATEMENTS These cautionary statements are being made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995 and with the intention of obtaining the benefits of the "safe harbor" provisions of the Act. Investors are cautioned that any forward-looking statements made by Modine are not guarantees of future performance and that actual results may differ materially from those in the forward-looking statements as a result of various factors, including: customers' integration of products currently being supplied by Modine; the success of Modine or its competitors in obtaining the business of the customer base; the ability to pass on increased costs to customers; variations in currency- exchange rates in view of a large portion of Modine's business being non-domestic; labor relations at Modine, its customers, and its suppliers, which may affect the continuous supply of product; and the ability to improve acquisitions' operations. In making statements about Modine's fiscal-2001 operating results, management has assumed relatively stable economic conditions in the United States and worldwide, no unanticipated swings in the business cycles affecting customer industries, and a reasonable legislative and regulatory climate in those countries where Modine does business. Readers are cautioned not to place undue reliance on Modine's forward-looking statements, which speak only as of the date such statements are made. -----END PRIVACY-ENHANCED MESSAGE-----