-----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, UZzpzOpHZqF5ppLONpWCF4C2bYSaqvm4ShLxv/RB+oGN84uMkxtgTKHF1xjRKPgx ojMeWyxr0Zkxtb5nUEJYzQ== 0000067347-01-500027.txt : 20010626 0000067347-01-500027.hdr.sgml : 20010626 ACCESSION NUMBER: 0000067347-01-500027 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MODINE MANUFACTURING CO CENTRAL INDEX KEY: 0000067347 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [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: 1666610 BUSINESS ADDRESS: STREET 1: 1500 DEKOVEN AVE CITY: RACINE STATE: WI ZIP: 53403 BUSINESS PHONE: 2626361200 11-K 1 r11k-sal.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 As of December 31, 2000 and December 31, 1999 and for the year ended December 31, 2000 Commission file number 1-1373 A. Full title of the plan and the address of the plan if different from that of the issuer named below: MODINE 401(K) RETIREMENT PLAN FOR SALARIED EMPLOYEES B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: MODINE MANUFACTURING COMPANY 1500 DeKoven Avenue, Racine, Wisconsin 53403-2552 An Exhibit index appears at page 18 herein. Page 1 of 20 MODINE 401(K) RETIREMENT PLAN FOR SALARIED EMPLOYEES INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTAL SCHEDULES, AND EXHIBITS ---------------- Pages ----- Report of Independent Accountants FINANCIAL STATEMENTS: 3 Statement of net assets available for benefits as of December 31, 2000 and December 31, 1999 4 Statement of changes in net assets available for benefits for the year ended December 31, 2000 5 Notes to financial statements 6-14 SUPPLEMENTAL SCHEDULES: Schedule H, Line 4i - Schedule of assets held for investment purposes as of December 31, 2000 16 Schedule H, Line 4j - Schedule of reportable transactions for the year ended December 31, 2000 17 Exhibits to Annual Report on Form 11-K 18 Signatures 19 NOTE: Supplemental schedules required by the Employee Retirement - ---- Income Security Act of 1974 that have not been included herein are not applicable. Report of Independent Accountants To the Participants and Administrator of Modine 401(K) Retirement Plan for Salaried Employees In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Modine 401(K) Retirement Plan For Salaried Employees (the "Plan") at December 31, 2000 and December 31, 1999, and the changes in net assets available for benefits for the year ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. 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 audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require 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 audits provide a reasonable basis for our opinion. Our audits were 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, 2000 and Reportable Transactions for the year ended December 31, 2000 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 audits 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 6, 2001 Chicago, Illinois MODINE 401(K) RETIREMENT PLAN FOR SALARIED EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFTIS December 31, 2000 and December 31, 1999 2000 1999 ---- ---- ASSETS - ------ Cash $ - $ 6,470 Investments 16,251,878 9,343,524 Participant loans 209,355 79,054 ----------- ---------- Total investments 16,461,233 9,429,048 ----------- ---------- Receivables: Employer contributions 125,035 120,052 Participant contributions 185,441 178,157 Accrued investment income - 24,631 Accrued dividends 1,549 541 ----------- ---------- Total receivables 312,025 323,381 ----------- ---------- Net assets available for benefits $16,773,258 $9,752,429 =========== ========== The accompanying notes are an integral part of the financial statements. MODINE 401(K) RETIREMENT PLAN FOR SALARIED EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS for the year ended December 31, 2000 Additions: Investment income (loss): Net depreciation in fair value of investments ($ 1,807,468) Interest 12,815 Dividends 50,487 ------------ Total investment loss (1,744,166) ------------ Contributions: Participant 5,659,694 Employer 3,775,439 Rollover contributions 238,035 ------------ Total contributions 9,673,168 ------------ Transfers 43,782 ------------ Total additions 7,972,784 ------------ Deductions: Distributions to participants 949,055 Administrative costs 2,900 ------------ Total deductions 951,955 ------------ Net increase in net assets available for benefits 7,020,829 Net assets available for benefits: Beginning of year 9,752,429 ------------ End of year $16,773,258 ============ The accompanying notes are an integral part of the financial statements. MODINE 401(K) RETIREMENT PLAN FOR SALARIED EMPLOYEES NOTES TO FINANCIAL STATEMENTS 1. Description of Plan ------------------- The following description of the Modine 401(k) Retirement Plan for Salaried Employees ("the Plan") provides only general information on the Plan. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. A. General ------- The Plan is a 401(k) profit sharing plan covering all eligible salaried employees of Modine Manufacturing Company, "the Company", who have one hour of service. Eligible employees who elect to participate are referred to as "Participants". The Plan was established on January 1, 1999 and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). B. Contributions ------------- Plan Participants enter into a salary reduction agreement wherein the employee elects a reduction in compensation, which the Company contributes to the Plan. Participants direct investment of their contributions into various investment options offered by the Plan. The Plan currently offers eight investment alternatives. Participants may contribute up to 15% of their compensation including overtime, but before bonuses, commissions or taxable fringe benefits. Participants may transfer into the Plan certain assets previously held under another tax-qualified plan. The Company currently makes matching contributions equal to 75% of employee contributions up to 10% of total compensation. The Company has the discretion to make an additional contribution and match all or any portion of the Participant's contribution. The matching and discretionary, if any, 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 Primarily investment-grade domestic bond funds Income Fund with a maximum of 30% of its assets invested in equity securities to achieve a total investment return through production of income and secondarily from capital appreciation. M&I Growth Balanced 50 - 70% of its assets are invested in equity Fund securities to achieve a total investment return from income and capital appreciation. M&I Diversified Stock 90 - 100% of its assets are invested in equity Fund securities to achieve a total investment return primarily from capital appreciation and secondarily from income. Vanguard Index Trust Substantially the same percentages of 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 foreign Century International companies that meet certain fundamental and Growth Investment Fund technical standards and have potential for capital appreciation. Modine Company Stock Fund Modine Common Stock ------------------------------------------------------------------------ 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, 2000 and 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 per unit 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 units and market price of the Modine Company Stock Master Trust Fund held by the Plan is as follows: December 31, 2000 December 31, 1999 ----------------- ----------------- Units 295,820 145,958 Market Price $6,648,384 $3,800,577 Investments held in the other seven funds are stated at the market value of units held by the Plan as of the last trading day of the period. Loans to Participants are valued at the balance of amounts due, plus accrued interest thereon, which approximates fair value. NOTES TO FINANCIAL STATEMENTS, continued 2. Summary of Significant Accounting Policies, continued ------------------------------------------ C. 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. D. 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. E. 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. F. 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. G. 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. NOTES TO FINANCIAL STATEMENTS, continued 3. Investments ----------- The following presents investments that represent 5 percent or more of the Plan's net assets: December 31, 2000 December 31, 1999 ----------------- ----------------- M&I Diversified Stock Fund, 36,087 and 19,626 units, respectively 980,318 556,152 M&I Growth Balanced Fund, 40,692 units 872,243 -- Vanguard Index Trust 500 Portfolio Fund, 34,503 and and 19,455 units, respectively 4,204,485 2,632,876 Managers Special Equity Fund, 20,782 and 8,733 units, respectively 1,596,045 798,383 American Century 20th Century International Growth Investment Fund, 119,015 and 54,434 units, respectively 1,300,829 814,875 Investment in Modine Company Stock Master Trust Fund, 295,820 and 145,958 units, respectively 6,648,384* 3,800,577* * Participant and non-participant directed During 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by ($1,807,468) as follows: Mutual Funds ($ 737,175) Master Trust Investment Loss (1,070,293) ------------ ($1,807,468) ============ 4. Master Trust Information ------------------------ The Plan's allocated share of the Master Trust's net assets at December 31, 2000 and 1999 is: Plan's Share of Master Trust's Net Assets ------------------ 2000 1999 ---- ---- Modine Company Stock Master Trust Fund 52.87% 52.09% NOTES TO FINANCIAL STATEMENTS, continued 4. Master Trust Information, continued ------------------------ The following assets are held in the Modine Company Stock Master Trust Fund at December 31, 2000 and December 31, 1999: 2000 1999 ---- ---- Modine Common Stock $12,223,576 $7,028,545 Receivables, net 2,425 1,269 Cash and cash equivalents 354,426 265,894 ----------- ---------- Total $12,580,427 $7,295,708 =========== ========== Investment income (loss) for the Modine Company Stock Master Trust Fund for the year ended December 31, 2000 is as follows: Net depreciation in fair value $(2,493,241) of Modine Common Stock Interest 26,116 Dividends 443,168 ----------- Total $(2,023,957) =========== 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, 2000 December 31, 1999 ----------------- ----------------- Net Assets: Common Stock $5,711,929 $3,197,501 Year Ended December 31, 2000 ----------------- Changes in Net Assets: Contributions $3,775,439 Net depreciation (949,398) Benefits paid to Participants (311,613) ----------- $2,514,428 ========== NOTES TO FINANCIAL STATEMENTS, continued 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 1,161 Participants in the Plan as of December 31, 2000. The number of Participants investing in each of the 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 126 M&I Diversified Income Fund 173 M&I Growth Balanced Fund 343 M&I Diversified Stock Fund 406 Vanguard Index Trust 500 Portfolio Fund 961 Managers Special Equity Fund 583 American Century 20th Century Internaitonal Growth Investment Fund 538 Modine Company Stock Fund 1,156 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, 2000 were: Units Unit Value ----- ---------- Marshall Money Market Fund 315,770 $ 1.00 M&I Diversified Income Fund 20,710 16.12 M&I Growth Balanced Fund 40,692 21.43 M&I Diversified Stock Fund 36,087 27.17 Vanguard Index Trust 500 Portfolio Fund 34,503 121.86 Managers Special Equity Fund 20,782 76.80 American Century 20th Century International 119,015 10.93 Growth Investment Fund Modine Company Stock Fund 295,820 22.47 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 will be 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. NOTES TO FINANCIAL STATEMENTS, continued 10.Risks and Uncertainties ----------------------- The Plan provides for various investment options in any combinations of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to 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, 2000 and 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, 2000 December 31, 1999 ----------------- ----------------- Net assets available for benefits per the financial statements $16,773,258 $9,752,429 Amounts allocated to withdrawing Participants -- (6,520) ----------- ---------- Net assets available for benefits per the Form 5500 $16,773,258 $9,745,909 =========== ========== The following is a reconciliation of benefits paid to Participants per the financial statements to the Form 5500: Year Ended December 31, 2000 ----------------- Benefits paid to Participants per the financial statements $949,055 Less: Amounts allocated to withdrawing Participants at December 31, 1999 (6,520) -------- Benefits paid to Participants per the Form 5500 $942,535 ======== NOTES TO FINANCIAL STATEMENTS, continued 12.Reconciliation of Financial Statement to Form 5500, continued -------------------------------------------------- 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. 13.Subsequent Event ---------------- The Plan was amended to reduce the Company's matching contributions from 75% of a participating employee's payroll deductions of up to 10% of the employee's compensation, to 50% of such payroll deductions of up to 6% of the employee's compensation effective January 1, 2001. The Plan was amended and applicable to employees with an employment commencement date after December 31, 2000. Employees with an employment commencement date prior to December 31, 2000 shall be fully vested in the Company's contributions. Employees with an employment commencement date subsequent to December 31, 2000 will vest in the Company's contribution after three years of service. A year of service is defined as 1,000 or more hours of service. SUPPLEMENTAL SCHEDULES MODINE 401(K) RETIREMENT PLAN FOR SALARIED EMPLOYEES
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at December 31, 2000 -------------- (a) (b) (c) (d) (e) --------------------------------------- Description of investment including Identity of issue, maturity date, rate borrower, lessor of interest, collateral, Shares Current or similar party par or maturity value or units Cost Value - ---- -------------------- -------------------------- --------- ----------- --------- * Marshall Funds, Inc. Marshall Money Market Fund 315,770 $ 315,770 $ 315,770 (interest bearing cash) * Marshall & Ilsley Diversified Income Fund 20,710 313,630 333,803 Trust Company Growth Balanced Fund 40,692 829,206 872,243 Diversified Stock Fund 36,087 949,065 980,318 The Vanguard Group Vanguard Index Trust 500 34,503 4,390,747 4,204,485 Portfolio Fund The Managers Special Equity Fund 20,782 1,734,136 1,596,045 Funds, L.P. American Century Twentieth Century 119,015 1,470,939 1,300,829 World Mutual Funds, International Growth Fund Inc. * Modine Manufacturing Common Stock and Marshall 295,820 8,167,106 6,648,384 Company Money Market Fund * Participant Loans 9.00 - 10.50% interest 209,355 rate, various maturity dates * Represents party in interest to the Plan.
MODINE 401(K) RETIREMENT PLAN FOR SALARIED EMPLOYEES
Schedule H, Line 4j - Schedule of Reportable Transactions for the year ended December 31, 2000 (a) (b) (c) (d) (g) (h) (i) Description Current of Asset Value Net (include interest of Asset on Gain Identity of rate and maturity Selling Cost Transaction or Party Involved in case of a loan Purchase Price Price of Asset Date (Loss) ---------------- ----------------- ---------------- ------- ----------- ------------ ------ Purchases of investments: American Century Twentieth Century $1,089,043 (99) $1,089,043 1,089,043 $ -- World Mutual International Funds, Inc. Growth Fund Marshall & Ilsley Growth Balanced 497,467 (33) 497,467 497,467 -- Trust Company Fund Diversified 603,237 (61) 603,237 603,237 -- Stock Fund The Managers Managers Special 1,374,777 (107 1,374,777 1,374,777 -- Fund, LP Equity Fund The Vanguard Vanguard Index 2,517,053 (81) 2,517,053 2,517,053 -- Group Trust 500 Portfolio Fund Modine Common Stock and 4,662,520 (79) 4,662,520 4,662,520 -- Manufacturing Marshall Money Company Market 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 Number Description - ------- ----------- 4 Modine 401(k) Retirement Plan for Salaried Employees (Incorporated by reference to Exhibits 99(a) and (b) to the companies filing of Form S-8 dated October 26, 1998 and October 20, 2000). 23 Consent of Independent Accountants, filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Committee which administers the Plan have duly caused this annual report to be signed by the undersigned hereunto duly authorized. MODINE 401(K) RETIREMENT PLAN FOR SALARIED EMPLOYEES June 25, 2001 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 r11k-23e.txt Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-66109 and 333-48292) of Modine Manufacturing Company of our report dated June 6, 2001 relating to the financial statements of the Modine 401K Retirement Plan for Salaried Employees which appears in this Form 11-K. s/PricewaterhouseCoopers LLP Chicago, Illinois June 25, 2001 -----END PRIVACY-ENHANCED MESSAGE-----