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 December 26, 1997
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-1373
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MODINE MANUFACTURING COMPANY
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0482000
------------------------------------ ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 DeKoven Avenue, Racine, Wisconsin 53403-2552
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (414) 636-1200
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NOT APPLICABLE
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(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 February 4, 1998
------------------------------ -------------------------------
Common Stock, $0.625 Par Value 29,688,894
MODINE MANUFACTURING COMPANY
INDEX
PART I. FINANCIAL INFORMATION Page No.
--------
Item 1. Financial Statements
Consolidated Balance Sheets -
December 26 and March 31, 1997 3
Consolidated Statements of Earnings -
For the Three Months Ended
December 26, 1997 and 1996
and the Nine Months Ended
December 26, 1997 and 1996 4
Consolidated Statements of Cash Flows -
For the Nine Months Ended
December 26, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 5. Other Events 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 16
MODINE MANUFACTURING COMPANY
CONSOLIDATED BALANCE SHEETS
December 26, 1997 and March 31, 1997
(In thousands, except per-share amounts)
(Unaudited)
December 26, 1997 March 31, 1997
----------------- --------------
ASSETS
- ------
Current assets:
Cash and cash equivalents $ 30,094 $ 34,822
Trade receivables, less allowance for
doubtful accounts of $5,050 and $4,140 162,712 149,800
Inventories 141,894 142,115
Deferred income taxes and other current assets 40,170 39,405
-------- --------
Total current assets 374,870 366,142
-------- --------
Other assets:
Property, plant, and equipment -- net 229,494 210,115
Investment in affiliates 9,042 9,497
Intangible assets, less accumulated
amortization of $16,149 and $12,885 58,485 62,948
Deferred charges and other noncurrent assets 48,714 46,253
-------- --------
Total other assets 345,735 328,813
-------- --------
Total assets $720,605 $694,955
======== ========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current liabilities:
Short-term debt $ 14,017 $ 2,962
Long-term debt -- current portion 2,529 14,061
Accounts payable 68,642 72,173
Accrued compensation and employee benefits 45,614 44,497
Income taxes 10,245 7,535
Accrued expenses and other current liabilities 28,588 28,771
-------- --------
Total current liabilities 169,635 169,999
-------- --------
Other liabilities:
Long-term debt 81,182 85,197
Deferred income taxes 13,302 13,331
Other noncurrent liabilities 42,141 40,740
-------- --------
Total other liabilities 136,625 139,268
-------- --------
Total liabilities 306,260 309,267
-------- --------
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 11,563 9,760
Retained earnings 411,311 378,740
Foreign currency translation adjustment (6,501) (3,016)
Treasury stock at cost: 622 and 509 shares,
respectively (18,350) (14,949)
Restricted stock - unamortized value (2,642) (3,811)
-------- --------
Total shareholders' investment 414,345 385,688
-------- --------
Total liabilities and shareholders' investment $720,605 $694,955
======== ========
<FN>
(See accompanying notes to consolidated financial statements.)
MODINE MANUFACTURING COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
For the three months ended December 26, 1997 and 1996
For the nine months ended December 26, 1997 and 1996
(In thousands, except per-share amounts)
(Unaudited)
Three months ended Nine months ended
-------------------- --------------------
December 26 December 26
-------------------- --------------------
1997 1996 1997 1996
-------- -------- -------- --------
Net Sales $267,699 $252,972 $785,428 $755,710
Cost of sales 192,114 181,868 559,513 548,140
-------- -------- -------- --------
Gross profit 75,585 71,104 225,915 207,570
Selling, general, and administrative expenses 45,015 45,626 135,839 132,093
-------- -------- -------- --------
Income from operations 30,570 25,478 90,076 75,477
Non-operating income 1,918 1,945 5,993 6,461
Interest expense (842) (1,157) (2,950) (4,021)
Non-operating expense (1,634) (1,812) (4,859) (4,644)
-------- -------- -------- --------
Earnings before income taxes 30,012 24,454 88,260 73,273
Provision for income taxes 12,176 9,052 34,010 25,827
-------- -------- -------- --------
Net earnings $ 17,836 $ 15,402 $ 54,250 $ 47,446
======== ======== ======== ========
Net earnings per share of common stock
- Basic $0.60 $0.52 $1.82 $1.59
- Diluted $0.59 $0.51 $1.79 $1.57
======== ======== ======== ========
Dividends per share $0.19 $0.17 $0.57 $0.51
======== ======== ======== ========
<FN>
(See accompanying notes to consolidated financial statements.)
MODINE MANUFACTURING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
For the Nine Months Ended December 26, 1997 and 1996
(Unaudited)
Nine months ended December 26
-----------------------------
1997 1996
-------- --------
Net cash provided by operating activities $ 72,160 $ 74,842
Cash flows from investing activities:
Expenditures for property, plant, and equipment (52,668) (37,407)
Acquisitions, net of cash acquired 0 (1,829)
Investments in affiliates 0 (4,031)
Proceeds from dispositions of assets 1,883 230
Other -- net (91) (34)
-------- --------
Net cash (used for) investing activities (50,876) (43,071)
Cash flows from financing activities:
Increase/(decrease) in short-term debt -- net 11,158 (6,802)
Additions to long-term debt 15,179 20,617
Reductions of long-term debt (27,273) (17,411)
Issuance of common stock, including treasury stock 3,364 3,780
Purchase of treasury stock (11,480) (3,208)
Cash dividends paid (16,960) (15,217)
-------- --------
Net cash (used for) financing activities (26,012) (18,241)
-------- --------
Net (decrease)/increase in cash and cash equivalents (4,728) 13,530
Cash and cash equivalents at beginning of period 34,822 17,958
-------- --------
Cash and cash equivalents at end of period $ 30,094 $ 31,488
======== ========
<FN>
(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)
---------------------------------------------------------------
December 26, 1997 March 31, 1997
---------------------------------------------------------------
Raw materials $ 38,335 $ 41,592
Work in process 38,901 37,317
Finished goods 64,658 63,206
--------- ---------
Total inventories $ 141,894 $ 142,115
========= =========
2. Property, plant, and equipment is composed of:
(In thousands)
---------------------------------------------------------------
December 26, 1997 March 31, 1997
---------------------------------------------------------------
Gross, property,
plant & equipment $ 494,764 $ 458,914
Less accumulated
depreciation (265,270) (248,799)
--------- ---------
Net property,
plant & equipment $ 229,494 $ 210,115
========= =========
3. Recent developments concerning legal proceedings reported in
the Company's Form 10-K report for the year ended March 31,
1997, are updated in Part II, Other Information, Item 1,
Legal Proceedings. While the outcome of these proceedings
is uncertain, in the opinion of the Company's Management,
any liabilities that may result from such proceedings are
not reasonably likely to have a material effect on the
Company's liquidity, financial condition, or results of
operations.
4. In February 1997, the Financial Accounting Standards Board
issued Statement No. 128, "Earnings per Share," which became
effective for both interim and annual financial statement
periods ending after December 15, 1997. As required by this
statement, the Company adopted the new standards for
computing and presenting earnings per share (EPS) for the
third quarter, and for all prior-period EPS data presented
herein.
5. The computation of basic and diluted earnings per share, as
prescribed by FASB 128, is as follows:
(In thousands, except per-share amounts)
------------------------------------------------------------------------
Three months ended Nine months ended
December 26 December 26
------------------------------------------------------------------------
1997 1996 1997 1996
------------------------------------------------------------------------
Net earnings per share of
-------------------------
common stock:
------------
- Basic $0.60 $0.52 $1.82 $1.59
- Diluted $0.59 $0.51 $1.79 $1.57
Numerator:
----------
Income available to
common shareholders: $17,836 $15,402 $54,250 $47,446
Denominator:
------------
Weighted average shares
outstanding - basic 29,720 29,848 29,762 29,828
Effect of dilutive
securities -
options* 596 445 535 476
------- ------- ------- -------
Weighted average shares
outstanding - diluted 30,316 30,293 30,297 30,304
* 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 $34.42 $25.38 $31.81 $25.98
Number of shares None 546 45 546
6. In June 1997, the Financial Accounting Standards Board
issued Statement No. 130, "Reporting Comprehensive Income"
and Statement No. 131, "Disclosures about Segments of an
Enterprise and Related Information." Under the new
reporting and disclosure requirements promulgated in these
statements, the Company is required to, and will adopt the
provisions beginning in its fiscal 1998-99 year.
7. 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 the Company's March 31,
1997 Annual Report filed with the Securities and Exchange
Commission. The financial information furnished includes
all normal recurring accrual adjustments which are, in the
opinion of Management, necessary for a fair statement of
results for the interim period. Results for the first nine
months of fiscal 1998 are not necessarily indicative of the
results to be expected for the full year.
8. 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 the Company's 1997 Annual Report
to stockholders which statements and notes were incorporated
by reference in the Company's Form 10-K Report for the year
ended March 31, 1997.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
The following discussion and analysis provides information which Management
believes is relevant to an assessment and understanding of the Company'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 Third Quarter of 1997-98 with the Third Quarter of 1996-97
- ----------------------------------------------------------------------------
Net sales for the third quarter of fiscal 1997-98 were a record $267.7
million, up 5.8% from the $253.0 million reported in the third quarter
last year. Sales to the medium- and heavy-truck market had the largest
increase during the third quarter. Continued sales growth to North
American heavy-truck-market customers was accompanied by further
advances in Europe. Sales to Modine customers in the off-highway
vehicle market had the second-largest increase, led by exports to
construction-equipment manufacturers and by sales to U.S. agricultural-
equipment companies. Modine's revenues from the passenger-car and
light-truck market were down due to the currency translation effects
of the stronger dollar.
Gross margin increased 0.1%, as a percentage of sales, over the third
quarter of the previous year to 28.2% from 28.1%.
Selling, general, and administrative expenses decreased 1.3% from last
year's third quarter, while decreasing 1.2% as a percentage of sales.
The currency translation effect of the stronger dollar continued to
influence these costs in a positive manner.
Average outstanding debt levels during the quarter declined by
approximately $7.4 million, or 6.9% over the same period a year ago.
Correspondingly, interest expense decreased by 27.2%, or 0.3 million
from a year ago. The lower interest expense can be attributed to
several factors including a continuing reduction in higher rate
domestic debt through normally scheduled repayments and higher
capitalized interest resulting from major capital projects. Net
non-operating income remained virtually unchanged from the same
period last year.
Operating income increased 20.0% over last year's third quarter, or
1.3% as a percentage of sales. Lower material costs and improving
European operations continue to be the main factors contributing to
the increase.
The effective tax rate increased 3.6% when compared to the same period
last year. The largest factors influencing the increase were higher
foreign earnings and tax rates.
Net earnings for the quarter increased 15.8% to $17.8 million, or $0.60
basic and $0.59 diluted earnings per share from last year's $15.4 million,
or $0.52 basic and $0.51 diluted earnings per share. Earnings per share
calculations were made in accordance with FASB 128 which became effective
for the Company in the third quarter. Prior period earnings per share
amounts have been restated to conform to the new standard. Return on
shareholders' investment, at 17.5 percent, was in Modine's target range
of 15-20 percent.
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
RESULTS OF OPERATIONS
---------------------
Comparison of the First Nine Months of 1997-98 with the First
- -------------------------------------------------------------
Nine Months of 1996-97
- ----------------------
Net sales for the first nine months of fiscal 1997-98 were $785.4
million, up 3.9% from the $755.7 million reported in the first
nine months of last year. Sales to the medium- and heavy-truck
market had the highest percentage and dollar increase compared
with the same period a year ago. Continued recovery in the North
American heavy-truck market led the advance. Sales to Modine
customers in the off-highway vehicle market had the second
largest increase, led by exports to construction-equipment
manufacturers and by sales to U.S. construction- and agricultural-
equipment companies. Modine's revenues from the passenger-car
and light-truck market were down, due in part to the currency
translation effects of the stronger dollar. Overall, the
stronger U.S. dollar negatively impacted the translation of
foreign sales by $37.3 million in the nine-month period.
Gross margin increased 1.3%, as a percentage of sales, over the
first nine months of the previous year to 28.8% from 27.5%.
Improvements shown in Europe and the North American truck market
and automotive aftermarket continue to be primarily responsible
for the change. These changes are due in part to lower material
costs and continuing productivity improvements.
Selling, general, and administrative expenses decreased 0.2% as a
percentage of sales over the first nine months last year, while
increasing 2.8% in overall dollar terms. Among the items
contributing to the dollar increase over last year were higher
statutory and fringe benefit costs, increased research and
development expense, and higher freight costs.
Average outstanding debt levels during the first nine months
decreased by approximately $9.5 million, or 8.6%, over the same
period a year ago. Interest expense, decreased by 26.6% over the
same nine month period, a year ago. The lower interest expense
can be attributed to several factors including a continuing
reduction in higher rate domestic debt through normally scheduled
repayments and reduced interest expense resulting from completed
IRS reviews.
Operating income increased 19.3% over the same period last year,
or 1.5% as a percentage of sales. Lower material costs and
improving European operations continued to be the main factors
contributing to the overall improvement shown.
The effective tax rate increased by 3.3% when compared to the
same period last year. The increase is primarily the result of
improved foreign earnings and tax reducing items that impacted
fiscal 1996-97, including completed IRS reviews and the net
utilization of certain foreign operating loss carryforwards.
Net earnings for the nine months were $54.3 million, or $1.82
basic and $1.79 diluted earnings per share, up 14.3% from the
$47.4 million, or $1.59 basic and $1.57 diluted earnings per
share the year before. Annualized return on shareholders'
investment, at 18.1 percent, was in management's target range of
15-20 percent.
Outlook for the Remainder of the Year
- -------------------------------------
As forecast in the annual report, the Company's margins have
continued to improve. If the markets the Company serves remain
strong, with the economies of the United States and Europe
continuing to hold up, fiscal-year earnings growth of about 10
percent is achievable on the more modest sales increase that is
expected. These forward looking statements regarding sales and
earnings are subject to certain risks and uncertainties which
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.
Year 2000
- ---------
In response to the Year 2000 issue, the Company initiated a
project in early 1997 to identify, evaluate and implement changes
to its existing computerized business systems. The Company is
addressing the issue through a combination of modifications to
existing programs and conversions to Year 2000 compliant
software. The total cost associated with the required
modifications is not expected to be material to the Company's
consolidated results of operations and financial position, and is
being expensed as incurred. In addition, the Company is
communicating with its customers, suppliers, and other service
providers to determine whether they are actively involved in
projects to ensure that their products and business systems will
be Year 2000 compliant. If modifications and conversions by the
Company and those it conducts business with are not made in a
timely manner, the Year 2000 issue could have a material adverse
effect on the Company's business, financial condition, and
results of operations.
FINANCIAL CONDITION
-------------------
Comparison between December 26, 1997 and March 31, 1997
- -------------------------------------------------------
Current Assets
- --------------
Cash and cash equivalents decreased by $4.7 million to a total of
$30.1 million. The Company's primary sources of liquidity and
capital resources were from cash provided by operations and the
use of available borrowing facilities.
Net trade receivables increased $12.9 million, or 8.6%. Normal
seasonal marketing programs in the heating and aftermarket
divisions, stronger truck sales, and extended payment terms were
the main factors contributing to the increase.
Overall inventory levels essentially remained the same, decreasing
by $0.2 million to $141.9 million.
Deferred income taxes and other current assets increased slightly
by $0.7 million.
Working capital increased approximately 4.6% to $205.2 million from
$196.1 million while the current ratio remained the same at 2.2 to 1.
A number of categories experienced changes, with the largest item
influencing the overall change being an increase in trade receivables
offset in part by a decrease to cash and cash equivalents.
Property, Plant and Equipment
- -----------------------------
Net property, plant and equipment increased $19.4 million to
$229.5 million as capital expenditures exceeded depreciation,
retirements and foreign currency translations. Outstanding
material commitments for capital expenditures were $56.5 million
at December 26, 1997, compared to $27.0 million at March 31,
1997. The largest commitment of approximately $18.6 million
relates to the construction of a new technical center in Racine,
Wisconsin. Another $19.7 million is related to facility
expansions, improvements, equipment upgrades, and new equipment
for a number of European plants. The outstanding commitments
will be primarily financed through internally generated cash.
Intangible Assets
- -----------------
Intangible assets, net of accumulated amortization declined $4.5
million. Amortization and foreign currency translations were the
main items contributing to the change.
Deferred Charges and Other Assets
- ---------------------------------
Deferred charges and other assets increased $2.5 million. The
net increase is primarily the result of continuing recognition of
the surplus in the Company's overfunded pension plans.
Current Liabilities
- -------------------
Accounts payable and various accrued expenses decreased $2.6
million. Normal timing differences in the level of operating
activity were responsible for the decline. Accrued income taxes
increased $2.7 million from normal timing differences in making
estimated payments and certain federal tax benefits.
Debt
- ----
Outstanding debt decreased by $4.5 million from March 31, 1997.
Long-term debt decreased by $15.5 million while short-term debt
increased by $11.1 million. The majority of the changes in debt
were domestic. Total debt as a percentage of shareholders'
equity decreased from 26.5% to 23.6%.
Consolidated available lines of credit increased during the first
nine months by $8.5 million. Available credit lines increased in
the Netherlands by the U.S. equivalent of $6.2 million, and in
Germany by the U.S. equivalent of $3.8 million. The foreign
unused lines of credit at December 26, 1997 were $15.7 million,
while the Company had $13.0 million available under a domestic
multi-currency revolving credit agreement.
Shareholders' Investment
- ------------------------
Total shareholders' investment increased by $28.7 million to a
total of $414.3 million. The net increase resulted primarily
from net earnings of $54.3 million for the first nine months.
Offsetting items included dividends paid to shareholders of $17.0
million, unfavorable foreign currency translation impact of $3.5
million, net treasury stock transactions of $3.4 million and
other minor changes to the capital accounts.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
In the normal course of business, the Company 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 the Company. While the
outcome of these proceedings is uncertain, in the opinion of the
Company's Management and counsel, any liabilities that may result
from such proceedings are not reasonably likely to have a
material effect on the Company's liquidity, financial condition
or results of operations. Many of the pending damage claims are
covered by insurance and, in addition, the Company from time to
time establishes reserves for uninsured liabilities.
The Mitsubishi and Showa Litigation
-----------------------------------
In November 1991, the Company filed a lawsuit in the Federal
District Court in Milwaukee, Wisconsin against Mitsubishi Motor
Sales of America, Inc. and Showa Aluminum Corporation, alleging
infringement of the Company's Patent No. 4,998,580 on parallel-
flow air-conditioning condensers. The suit seeks an injunction
to prohibit continued infringement and accounting for damages, a
trebling of such damages for willful infringement, and
reimbursement of attorneys' fees. In December of 1991, the
Company submitted a complaint to the U. S. International Trade
Commission (ITC) requesting that the ITC ban the import and sale
of parallel-flow air-conditioning condensers and systems or
vehicles that contain them, which are the subject of the
aforementioned lawsuit. In August 1997, the ITC issued an Order
excluding from U.S. import Showa condensers that infringe Modine
Manufacturing Company's parallel-flow patent. The ITC's Order
covers condensers, their parts, and certain products including
them, such as air-conditioning kits and systems. It directs the
U.S. Customs Service to exclude from importation into the United
States such products manufactured by Showa Aluminum Corporation
of Japan and Showa Aluminum Corporation of America. The decision
is based on a Modine U.S. patent covering condensers with tube
hydraulic diameters less than 0.04822 inches. The Showa
companies must certify to Customs officials that any condenser
items imported by them do not infringe Modine's parallel-flow
patent. The Showa companies must also file annual reports with
the ITC regarding their sales of Showa parallel-flow condensers
in the United States. The ITC Order has been appealed by Showa
to the U. S. Court of Appeals for the Federal Circuit.
In July of 1994, Showa filed a lawsuit against the Company in the
Federal District Court in Columbus, Ohio alleging infringement by
the Company of Showa's patents pertaining to double circuit
condensers and baffles therefor (In June, 1995, the Company filed
a motion for partial summary judgment against such lawsuit). In
December of 1994, the Company filed another lawsuit against
Mitsubishi Motor Sales of America, Inc. and Showa Aluminum
Corporation in the Federal District Court in Milwaukee, Wisconsin
pertaining to the Company's newly-issued Patent No. 5,372,188
also pertaining to parallel-flow air-conditioning condensers.
Both 1994 suits have been stayed pending the outcome of re-
examination in the U. S. Patent Office of the patents involved.
In October of 1997, Modine was issued a Japanese patent (in spite
of oppositions by many parties) covering parallel-flow air
conditioning condensers having tube hydraulic diameters less than
0.070 inches. A similar patent has been issued to Modine by the
European Patent Office and is currently in the opposition stage.
All legal and court costs associated with these cases have been
expensed as they were incurred.
Other previously reported legal proceedings have been settled or
the issues resolved so as to not merit further reporting.
Item 5. Other Events.
On November 10, 1997, Norwest Bank Minnesota, N.A., became the
transfer agent, registrar, dividend disbursement agent, and
administrator of the Modine Dividend Reinvestment Plan (DRP) for
shareholders of Modine Manufacturing Company.
Also effective November 10, 1997, Norwest became the rights agent
under the terms of the Modine shareholder Rights Plan. The Plan,
which is discussed in Note 16 of the 1997 Annual Report, was
initiated in October 1986. During fiscal 1995, Modine extended
the expiration date of the rights, which will expire on October
27, 2006, unless previously redeemed.
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).
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 exhibit
contained within the Registrant's Current
Report on Form 8-K dated January 13, 1995.)
Reference Number
per Item 601 of
Regulation S-K Page
- -------------- ----
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
exhibit contained within the Registrant's
Current Report on Form 8-K dated January 13,
1995.)
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).
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 10-Q. 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. 18
*Filed herewith.
(b) Reports on Form 8-K:
-------------------
The Company filed one report on Form 8-K during the third quarter
of fiscal 1997-98 dated December 17, 1997. The Board of Directors
of Modine Manufacturing Company announced that Richard T. Savage,
Chairman of the Board and Chief Executive Officer, will retire as
an officer effective March 31, 1998. Mr. Savage will remain as
Chairman. The Board also announced the election of Donald R.
Johnson to the Board and his promotion, effective April 1, 1998
to President and Chief Executive Officer.
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
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A. D. Reid, Vice President,
Finance and Chief Financial Officer
(Principal Financial Officer)
Date: February 5, 1998 By: W. E. PAVLICK
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W. E. Pavlick, Senior Vice President,
General Counsel and Secretary