-----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, FtmZ55IxBUxXimUeG3BT/FmXnexjCUdm341/t87h6hVgo90RhX/5DtxjLOYTqHYx cnmX/GcM262WPLywe6n17g== 0000067347-02-000018.txt : 20020627 0000067347-02-000018.hdr.sgml : 20020627 20020627120643 ACCESSION NUMBER: 0000067347-02-000018 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020627 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: 1934 Act SEC FILE NUMBER: 001-01373 FILM NUMBER: 02688584 BUSINESS ADDRESS: STREET 1: 1500 DEKOVEN AVE CITY: RACINE STATE: WI ZIP: 53403 BUSINESS PHONE: 2626361200 11-K 1 mllknu.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, 2001 and December 31, 2000 and for the year ended December 31, 2001 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 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, 2001 and December 31, 2000 4 Statement of changes in net assets available for benefits for the year ended December 31, 2001 5 Notes to financial statements 6-14 SUPPLEMENTAL SCHEDULES: Schedule H, Line 4i - Schedule of assets held for investment purposes as of December 31, 2001 16 Schedule H, Line 4j - Schedule of reportable transactions for the year ended December 31, 2001 17 Exhibits to Annual Report on Form 11-K 18 Signatures 19 Consent of Independent Accountants 20 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 the 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 the Modine 401(K) Retirement Plan for Hourly Non-Union Employees (the "Plan") at December 31, 2001 and December 31, 2000, and the changes in net assets available for benefits for the year ended December 31, 2001 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, 2001 and Reportable Transactions for the year ended December 31, 2001 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 7, 2002 MODINE 401(K) RETIREMENT PLAN FOR HOURLY NON-UNION EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFTIS December 31, 2001 and December 31, 2000 ASSETS 2001 2000 - ------ ---- ---- Investments $ 8,902,618 $ 6,673,108 Cash and cash equivalents (Note 13) 14,564,107 -- Participant loans 295,101 216,775 ----------- ----------- Total investments 23,761,826 6,889,883 ----------- ----------- Receivables: Employer contributions 40,710 63,991 Participant contributions 109,127 90,778 Accrued dividends 499 851 ----------- ----------- Total receivables 150,336 155,620 ----------- ----------- Net assets available for benefits $23,912,162 $ 7,045,503 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, 2001 Additions: Investment income: Net appreciation in fair value of investments $ 133,866 Interest 23,538 Dividends 30,204 ----------- Total investment income 187,608 ----------- Contributions: Participant 1,971,173 Employer 696,411 Rollover contributions 25,839 ----------- Total contributions 2,693,423 ----------- Transfers 28,856 ----------- Total additions 2,909,887 ----------- Deductions: Distributions to participants 600,685 Administrative costs 6,650 ----------- Total deductions 607,335 ----------- Transfer in due to Plan merger (Note 13) 14,564,107 ----------- Net increase in net assets available for benefits 16,866,659 Net assets available for benefits: Beginning of year 7,045,503 ----------- End of year $23,912,162 =========== 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 wage 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 eleven 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 50% of employee contributions up to 6% 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 NOTES TO FINANCIAL STATEMENTS, continued 1. Description of Plan, continued ------------------- C. Participants Accounts, continued --------------------- 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. The benefit to which a Participant is entitled is the benefit that can be provided from the Participant's vested account. D. Vesting ------- Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Participants with an Employment Commencement Date prior to January 1, 2001 are 100% vested in the Company's contributions. Participants with an Employment Commencement Date subsequent to December 31, 2000 will vest in the Company's contributions after three years of service. A year of service is defined as 1,000 or more hours of service. 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 eleven 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 Fund Short-term, higher-quality securities, including U.S. Government Securities, commercial paper, certificates of deposit and bankers' acceptances. M&I Diversified Income Fund Primarily investment-grade domestic bond funds 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. NOTES TO FINANCIAL STATEMENTS, continued 1. Description of Plan, continued ------------------- E. Investment Options, continued ------------------ Investment Fund Primary Investments ----------------------------------------------------------------------- M&I Growth Balanced Fund 50 - 70% of its assets are invested in equity securities to achieve a total investment return from income and capital appreciation. M&I Diversified Stock Fund 90 - 100% of its assets are invested in equity securities to achieve a total investment return primarily from capital appreciation and secondarily from income. Vanguard Index Trust 500 Substantially the same percentages Portfolio Fund of common stocks as the Standard & Poor's 500 Composite Stock Price Index. Managers Special Equity Fund Securities of companies with small to medium market capitalizations that have potential for superior growth of earnings. American Century 20th Primarily invests in common stock Century International of foreign companies that meet Growth Investment Fund certain fundamental and technical standards and have potential for capital appreciation. Legg Mason Value Fund Primarily invests in equities issued by companies that the advisor believes to be undervalued in relation to long- term earnings power or asset value. MFS Massachusetts Primarily invests in common stocks Investors Growth Stock Fund or convertibles issued by companies exhibiting above-average prospects for long-term growth with up to 50% of assets in foreign securities. Strong Opportunity Fund 70% of the assets are invested in common stocks and other equity- type securities while the balance of the Fund's assets may be invested in nonconvertible corporate and government intermediate to long term debt securities. Modine Company Stock Fund Modine Common Stock ------------------------------------------------------------------------ NOTES TO FINANCIAL STATEMENTS, continued 1. Description of Plan, continued ------------------- E. Investment Options, 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 balances 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, or termination on or after age 55. 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. Forfeited Accounts ------------------ At December 31, 2001 forfeited nonvested accounts totaled $0. Forfeited accounts are used to pay Plan expenses for the Plan Year in which the forfeitures are to be allocated. Any remaining forfeitures are allocated to reduce the Employer Matching Contributions. NOTES TO FINANCIAL STATEMENTS, continued 1. Description of Plan, continued J. Administrative Expenses ----------------------- Significant expenses of administering the Plan are borne by the Company. K. Trustee ------- As of December 31, 2001 and 2000, the assets of the Plan were held under an Agreement of Trust by Marshall & Ilsely Trust Company, Milwaukee, Wisconsin. L. 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, 2001 December 31, 2000 ----------------- ----------------- Units 181,190 150,094 Market Price $4,757,203 $3,373,283 NOTES TO FINANCIAL STATEMENTS, continued 2. Summary of Significant Accounting Policies, continued ------------------------------------------ B. Investment Valuation, continued -------------------- Investments held in the other ten funds are stated at the market value of units held by the Plan as of the last trading day of the period, as reported by the managers of the Fund. Loans to Participants are valued at the balance of amounts due, plus accrued interest thereon, which approximates fair value. 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, 2001 December 31, 2000 ----------------- ----------------- M&I Diversified Stock Fund, - and 13,352 units, respectively $ -- $ 362,715 Vanguard Index Trust 500 Portfolio Fund, 18,085 and 13,009 units, respectively 1,914,974 1,585,282 Managers Special Equity Fund, - and 5,629 units, respectively -- 432,323 Investment in Modine Company Stock Master Trust Fund, 181,190 and 150,094 units, respectively 4,757,203* 3,373,283* * Participant and non-participant directed During 2001, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $133,866 as follows: Mutual Funds $(415,717) Master Trust Investment 549,583 --------- $ 133,866 ========= 4. Master Trust Information ------------------------ The Plan's allocated share of the Master Trust's net assets at December 31, 2001 and 2000 is as follows: Plan's Share of Master Trust's Net Assets ---------------------- 2001 2000 ---- ---- Modine Company Stock Master Trust Fund 26.51% 26.83% The following assets are held in the Modine Company Stock Master Trust Fund at December 31, 2001 and December 31, 2000: NOTES TO FINANCIAL STATEMENTS, continued 4. Master Trust Information, continued ------------------------ 2001 2000 ---- ---- Modine Common Stock $17,466,984 $12,223,576 Receivables, net 920 2,425 Cash and cash equivalents 494,272 354,426 ----------- ----------- Total $17,962,176 $12,580,427 =========== =========== Investment income for the Modine Company Stock Master Trust Fund for the year ended December 31, 2001 is as follows: Net appreciation in fair value of Modine Common Stock $1,345,633 Interest 19,836 Dividends 667,442 ---------- Total $2,032,911 ========== 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, 2001 December 31, 2000 ----------------- ----------------- Net Assets: Common Stock $3,480,630 $2,593,856 Year Ended December 31, 2001 ----------------- Changes in Net Assets: Contributions $ 696,411 Net appreciation 394,182 Benefits paid to Participants (203,819) --------- $ 886,774 ========= 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 NOTES TO FINANCIAL STATEMENTS, continued 6. Plan Termination, continued ---------------- at any time and to terminate the Plan subject to the provisions of ERISA. 7. Number of Participants ---------------------- Prior to the Plan merger, discussed in Note 13, there were 1,135 Participants in the Plan as of December 31, 2001. 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 158 M&I Diversified Income Fund 132 M&I Growth Balanced Fund 236 M&I Diversified Stock Fund 311 Vanguard Index Trust 500 Portfolio Fund 811 Managers Special Equity Fund 324 American Century 20th Century International Growth Investment Fund 312 Legg Mason Value Fund 29 MFS Massachusetts Investors Growth Fund 14 Strong Opportunity Fund 27 Modine Company Stock Fund 1,134 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, 2001 were: Units Unit Value ----- ---------- Marshall Money Market Fund 285,325 $ 1.00 M&I Diversified Income Fund 12,118 16.64 M&I Growth Balanced Fund 18,354 20.67 M&I Diversified Stock Fund 17,981 24.73 Vanguard Index Trust 500 Portfolio Fund 18,085 105.89 Managers Special Equity Fund 7,325 70.60 American Century 20th Century International Growth Investment Fund 42,667 7.97 Legg Mason Value Fund 646 50.06 MFS Massachusetts Investors Growth Fund 245 12.89 Strong Opportunity Fund 681 39.29 Modine Company Stock Fund 181,190 26.26 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 ("the Code"), and as such is not subject to Federal income NOTES TO FINANCIAL STATEMENTS, continued 9. Tax Status, continued ---------- 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 Code. 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, 2001 and 2000, 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, 2001 December 31, 2000 ----------------- ----------------- Net assets available for benefits per the financial statements $23,912,162 $7,045,503 Amounts allocated to withdrawing Participants (7,308) (571) ----------- ---------- Net assets available for benefits per the Form 5500 $23,904,854 $7,044,932 =========== ========== NOTES TO FINANCIAL STATEMENTS, continued 12.Reconciliation of Financial Statement to Form 5500, continued -------------------------------------------------- The following is a reconciliation of benefits paid to Participants per the financial statements to the Form 5500: Year Ended December 31, 2001 ----------------- Benefits paid to Participants per the financial statements $600,685 Add: Amounts allocated to withdrawing Participants at December 31, 2001 7,308 Less: Amounts allocated to withdrawing Participants at December 31, 2000 (571) -------- Benefits paid to Participants per the Form 5500 $607,422 ======== 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.Plan Merger ----------- Effective December 31, 2001 the Modine Subsidiaries 401(K) Defined Contribution Plan, the Modine Climate Systems, Inc. Employee Savings Plan, the Thermacore International, Inc. 401(K) Profit Sharing Plan, and the Modine 401(K) Retirement Plan for Hourly Union Employees as said Plans provide for employees classified as hourly-paid, were merged into the Modine 401(K) Retirement Plan for Hourly Non-Union Employees. Accordingly, all assets were liquidated to cash and transferred from New York Life Trust Company, trustee of the former Modine Subsidiaries 401(K) Defined Contribution Plan and the Modine Climate Systems, Inc. Employee Savings Plan and Fulton Bank, trustee of the former Thermacore International, Inc. 401(K) Profit Sharing Plan, to Marshall & Ilsley Trust Company, trustee of the Modine 401(K) Retirement Plan for Hourly Non-Union Employees on December 31, 2001. Marshall & Ilsley serves as the trustee for both the former Modine 401(K) Retirement Plan for Hourly Union Employees as well as the Modine 401(K) Retirement Plan for Hourly Non-Union Employees. 14.Subsequent Event ---------------- The Plan was renamed the "Modine 401(K) Plan for Hourly Employees" effective January 1, 2002. The Plan was amended to increase the amount Participants may contribute to the Plan from up to 15% of base pay to 50% of base pay, subject to certain statutory limitations, effective January 1, 2002. 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, 2001 ------------ (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 285,324 $ 285,324 $ 285,324 (interest bearing cash) * Marshall & Ilsley Diversified Income Fund 12,118 190,341 201,686 Trust Company Growth Balanced Fund 18,354 373,172 379,306 Diversified Stock Fund 17,981 460,382 444,634 The Vanguard Group Vanguard Index Trust 500 18,085 2,181,768 1,914,974 Portfolio Fund The Managers Funds,L.P. Special Equity Fund 7,325 565,707 517,160 American Century World Twentieth Century 42,667 459,288 340,059 Mutual Funds, Inc. International Growth Fund Legg Mason Value Fund 646 35,964 32,355 MFS Massachusetts Growth Fund 245 3,185 3,159 Investors Strong Opportunity Fund 681 27,773 26,757 * Participant Loans 9.25 - 10.50% interest 295,101 rate; various maturity rates * Modine Manufacturing Common Stock and Marshall 181,190 5,010,815 4,757,203 Company Money Market Fund * 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, 2001 (a) (b) (c) (d) (g) (h) (i) Description of Current of Asset Value of Net (include interest 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: The Vanguard Vanguard Index $ 833,306 (78) $ 833,306 $ 833,306 $ -- Group Trust 500 Portfolio Fund Modine Modine 1,263,732 (62) 1,263,732 1,263,732 -- Manufacturing Manufacturing Company Company Stock Master Trust 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 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 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 HOURLY NON-UNION EMPLOYEES June 24, 2002 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 3 m23nu11k.txt Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-66111 and 333-48290) of Modine Manufacturing Company of our report dated June 7, 2002 relating to the financial statements of the Modine 401K Retirement Plan for Hourly Non-Union Employees which appears in this Form 11-K. s/PricewaterhouseCoopers LLP Chicago, Illinois June 24, 2002 -----END PRIVACY-ENHANCED MESSAGE-----