SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 26, 1999 ------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-1373 MODINE MANUFACTURING COMPANY (Exact name of registrant as specified in its charter) WISCONSIN 39-0482000 -------------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1500 DeKoven Avenue, Racine, Wisconsin 53403-2552 -------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (414) 636-1200 -------------- NOT APPLICABLE -------------------------------------------------------------------- (Former name or former address, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at August 5, 1999 ------------------------------- ----------------------------- Common Stock, $0.625 Par Value 29,525,980 MODINE MANUFACTURING COMPANY INDEX Page No. -------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - June 26 and March 31, 1999 3 Consolidated Statements of Earnings - For the Three Months Ended June 26, 1999 and 1998 4 Consolidated Condensed Statements of Cash Flows - For the Three Months Ended June 26, 1999 and 1998 5 Notes to Consolidated Condensed Financial Statements 6-9 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 10-13 PART II. OTHER INFORMATION Item 1. Legal Proceedings 14 Item 4. Submission of Matters to a Vote of Security Holders 15 Item 6. Exhibits and Reports on Form 8-K 16 Signatures 18 MODINE MANUFACTURING COMPANY CONSOLIDATED BALANCE SHEETS (In thousands, except per-share amounts) June 26, 1999 and March 31, 1999 (Unaudited) June 26, 1999 March 31, 1999 ASSETS Current assets: Cash and cash equivalents $ 41,919 $ 49,163 Trade receivables, less allowance for doubtful accounts of $3,868 and $3,749 186,765 182,910 Inventories 187,900 178,949 Deferred income taxes and other current assets 42,098 42,074 -------- -------- Total current assets 458,682 453,096 -------- -------- Noncurrent assets: Property, plant, and equipment--net 309,518 303,764 Investment in affiliates 27,932 24,327 Goodwill and other intangible assets--net 77,924 80,411 Deferred charges and other noncurrent assets 55,396 54,141 -------- -------- Total noncurrent assets 470,770 462,643 -------- -------- Total assets $929,452 $915,739 ======== ======== LIABILITIES AND SHAREHOLDERS' INVESTMENT Current liabilities: Short-term debt $ 71,601 $ 68,998 Long-term debt -- current portion 4,261 4,766 Accounts payable 89,956 97,443 Accrued compensation and employee benefits 50,207 48,869 Income taxes 18,115 9,694 Accrued expenses and other current liabilities 25,914 26,825 -------- -------- Total current liabilities 260,054 256,595 -------- -------- Noncurrent liabilities: Long-term debt 141,517 143,838 Deferred income taxes 20,661 20,533 Other noncurrent liabilities 41,552 41,554 -------- -------- Total noncurrent liabilities 203,730 205,925 -------- -------- Total liabilities 463,784 462,520 -------- -------- Shareholders' investment: Preferred stock, $0.025 par value, authorized 16,000 shares, issued - none - - Common stock, $0.625 par value, authorized 80,000 shares, issued 30,342 shares 18,964 18,964 Additional paid-in capital 13,528 13,543 Retained earnings 481,420 469,142 Accumulated other comprehensive loss (18,896) (18,341) Treasury stock at cost: 796 and 817 shares, respectively (27,631) (28,198) Restricted stock - unamortized value (1,717) (1,891) -------- -------- Total shareholders' investment 465,668 453,219 -------- -------- Total liabilities and shareholders' investment $929,452 $915,739 ======== ======== <FN> (See accompanying notes to consolidated financial statements.) MODINE MANUFACTURING COMPANY CONSOLIDATED STATEMENTS OF EARNINGS For the three months ended June 26, 1999 and 1998 (In thousands, except per-share amounts) (Unaudited) Three months ended June 26 -------------------------- 1999 1998 -------- -------- Net sales $283,847 $273,104 Cost of sales 201,882 194,646 -------- -------- Gross profit 81,965 78,458 Selling, general, and administrative expenses 51,744 45,612 -------- -------- Income from operations 30,221 32,846 Interest expense (1,593) (1,046) Other income --net 2,674 856 -------- -------- Earnings before income taxes 31,302 32,656 Provision for income taxes 11,793 12,576 -------- -------- Net earnings $ 19,509 $ 20,080 ======== ======== Net earnings per share of common stock - Basic $0.66 $0.68 - Assuming dilution $0.65 $0.67 ======== ======== Dividends per share $0.23 $0.21 ======== ======== Weighted average shares - basic 29,529 29,644 Weighted average shares - assuming dilution 29,849 30,185 ======== ======== <FN> (See accompanying notes to consolidated financial statements.) MODINE MANUFACTURING COMPANY CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In thousands) For the Three Months Ended June 26, 1999 and 1998 (Unaudited) Three months ended June 26 -------------------------- 1999 1998 -------- -------- Net cash provided by operating activities $16,431 $20,393 Cash flows from investing activities: Expenditures for property, plant, and equipment (22,661) (24,117) Investment in affiliates (600) - Proceeds from dispositions of assets 27 14 Other -- net (290) (140) ------- ------- Net cash (used for) investing activities (23,524) (24,243) Cash flows from financing activities: Increase in short-term debt -- net 3,587 1,694 Additions to long-term debt 5,685 8,166 Reductions of long-term debt (2,710) (1,944) Issuance of common stock, including treasury stock 1,063 1,323 Purchase of treasury stock (984) (4,132) Cash dividends paid (6,792) (6,228) ------- ------- Net cash (used for) financing activities (151) (1,121) ------- ------- Net (decrease) in cash and cash equivalents (7,244) (4,971) Cash and cash equivalents at beginning of period 49,163 36,410 ------- ------- Cash and cash equivalents at end of period $41,919 $31,439 ======= ======= <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) ------------------------------------------------------------ June 26, 1999 March 31, 1999 ------------------------------------------------------------ Raw materials $ 41,655 $ 40,529 Work in process 39,291 41,863 Finished goods 106,954 96,557 -------- -------- Total inventories $187,900 $178,949 ======== ======== 2. Property, plant, and equipment is composed of: (In thousands) ------------------------------------------------------------ June 26, 1999 March 31, 1999 ------------------------------------------------------------ Gross, property, plant & equipment $606,744 $594,646 Less accumulated depreciation (297,226) (290,882) -------- -------- Net property, plant & equipment $309,518 $303,764 ======== ======== 3. Intangible assets include: (In thousands) ------------------------------------------------------------ June 26, 1999 March 31, 1999 ------------------------------------------------------------ Goodwill $91,509 $92,548 Patents and product technology 8,389 8,389 Other intangibles 3,308 3,326 Less accumulated amortization (25,282) (23,852) ------- ------- Net intangible assets $77,924 $80,411 ======= ======= 4. Segment data: (In thousands) ------------------------------------------------------------------------- Sales Operating income Quarter ended June 26, 1999 1998 1999 1998 ------------------------------------------------------------------------- Sales and operating income: Original Equipment $121,073 $131,301 $ 21,109 $ 20,236 Distributed Products 84,591 70,272 7,656 9,190 European Operations 88,068 79,860 8,919 10,086 ------------------------------------------------------------------------- Segment sales and operating income 293,732 281,433 37,684 39,512 Corporate & administrative expenses - - (7,480) (6,674) Eliminations (9,885) (8,329) 17 8 Other items not allocated to segments - - 1,081 (190) ------------------------------------------------------------------------ Total net sales and income before taxes $283,847 $273,104 $31,302 $32,656 ------------------------------------------------------------------------ June 26, March 31, Period ending 1999 1999 ------------------------------------------------------------------------ Assets: Original Equipment $ 153,267 $ 157,466 Distributed Products 174,838 158,386 European Operations 235,925 237,036 Corporate & Administrative 390,060 377,592 Eliminations (24,638) (14,741) ------------------------------------------------------------------------ Total assets $ 929,452 $ 915,739 ------------------------------------------------------------------------ 5. Recent developments concerning legal proceedings reported in the Modine Manufacturing Company ("Modine or the Company") Form 10-K report for the year ended March 31, 1999, are updated in Part II, Other Information, Item 1, Legal Proceedings. While the outcome of these proceedings is uncertain, in the opinion of Modine's management, any liabilities that may result from such proceedings are not reasonably likely to have a material effect on Modine's liquidity, financial condition, or results of operations. 6. The computational components of basic and diluted earnings per share are as follows: (In thousands, except per-share amounts) ----------------------------------------------------------------------- Three months ended June 26 1999 1998 Net earnings per share of common stock: -------------------------------------- - basic $0.66 $0.68 - assuming dilution $0.65 $0.67 Numerator: --------- Income available to common shareholders $19,509 $20,080 Denominator: ----------- Weighted average shares outstanding - basic 29,529 29,644 Effect of dilutive securities - options* 320 541 ------- ------- Weighted average shares outstanding - assuming dilution 29,849 30,185 ------------------------------------------------------------------- * There were outstanding options to purchase common stock at prices that exceeded the average market price for the income statement period as follows: 1999 1998 ------ ------ Average market price per share $30.45 $34.90 Number of shares 690 None 7. Comprehensive earnings, which represents net earnings adjusted by the change in foreign-currency translation and minimum pension liability recorded in shareholders' equity for the 3 months ended June 26, 1999 and 1998, were $18,954 and $20,470, respectively. 8. In June 1999, the Financial Accounting Standards Board issued SFAS No.137 deferring the effective date of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." The statement is now effective for fiscal years beginning after June 15, 2000. Modine will adopt SFAS No. 133 beginning April 1, 2001. Adoption of this statement is not expected to have a material effect on Modine's financial position or results of operations. 9. The accompanying consolidated financial statements, which have not been audited by independent certified public accountants, were prepared in conformity with generally accepted accounting principles and such principles were applied on a basis consistent with the preparation of the consolidated financial statements in Modine's March 31, 1999 Annual Report filed with the Securities and Exchange Commission. The financial information furnished includes all normal recurring accrual adjustments that are, in the opinion of Management, necessary for a fair statement of results for the interim period. Results for the first three months of fiscal 2000 are not necessarily indicative of the results to be expected for the full year. 10. Certain notes and other information have been condensed or omitted from these interim financial statements which consolidate both domestic and foreign wholly-owned subsidiaries. Therefore, such statements should be read in conjunction with the consolidated financial statements and related notes contained in Modine's 1999 Annual Report to shareholders which statements and notes were incorporated by reference in Modine's Form 10-K Report for the year ended March 31, 1999. MANAGEMENT'S DISCUSSION AND ANALYSIS OF --------------------------------------- RESULTS OF OPERATIONS AND FINANCIAL CONDITION --------------------------------------------- The following discussion and analysis provides information that Management believes is relevant to an assessment and understanding of Modine's consolidated results of operations and financial condition. This discussion should be read in conjunction with the consolidated financial statements and notes thereto. RESULTS OF OPERATIONS - --------------------- Comparison of the First Quarter of 1999-2000 with the First - ----------------------------------------------------------- Quarter of 1998-99 - ------------------ Record first quarter net sales of $283.8 million were a 4% improvement over the $273.1 million reported in the first quarter of last year. Diversification of markets again allowed Modine to increase total revenues despite a major slump in industry sales to the off- highway market in the original equipment and European operations segments. Modine's shipments to both the agricultural - and construction-equipment customers had the greatest quarter-over- quarter decrease. Revenues from the automotive aftermarket in the distributed products segment had the largest quarterly growth, due mainly to the acquisition of Core Holdings. Sales to OEM customers in the medium -and heavy-truck market recorded the second highest growth, most of which came from the original equipment segment in North America. Overall revenues from the European operations segment grew 10% despite a small negative currency-translation effect from a stronger U.S. dollar. Sales to the automotive market in Europe remained strong. Gross margin, as a percentage of sales, was 28.9%. This was a slight improvement over the 28.7% earned in the first quarter of the previous year. Improvements in portions of the original equipment segment (truck and automotive markets) offset lower margins earned in the distributed products segment (aftermarket), original equipment segment (construction and agricultural markets), and European operations segment. Selling, general and administrative expenses of $51.7 million increased 13.4% over last year's first quarter while increasing to 18.2% from 16.7% as a percentage of sales. A significant factor contributing to the increase was the inclusion of the Core Holdings acquisition (October 1998) business activity in the current year's quarter. Without the effect of the Core activity, selling, general and administrative expenses would have grown by only 2.0% in absolute dollars. Average outstanding debt levels increased $94.0 million, or approximately 79%, from the same quarter a year ago while interest expense increased 52%, or $0.5 million. Prior year acquisition activity and capital expenditures to build infrastructure were the main contributors to the increase in borrowing levels. Interest expense grew at a slower rate, in part, due to higher capitalized interest associated with capital projects. Net non-operating income grew by $1.8 million from the same quarter of the previous year. Additional royalty income from an expanding number of worldwide licensing agreements for Modine's proprietary, PF technology was the main factor contributing to the increase. Also contributing to the growth in non-operating earnings were higher earnings from unconsolidated affiliates located in France and Brazil. The provision for income taxes in the current quarter was $11.8 million (a 37.7% effective rate) compared to last years' first quarter expense of $12.6 million (or 38.5% effective rate). The favorable rate decline was mainly due to the differential in foreign tax rates. Net earnings for the quarter of $19.5 million were the second highest in our history at $0.66 basic, and $0.65 diluted earnings per share compared to last year's first quarter net earnings of $20.1 million, or $0.68 basic and $0.67 diluted. Return on shareholders' investment was 17 percent during the three-month period and, again, was near the middle of our target range of 15-20 percent. Outlook for the Remainder of the Year - ------------------------------------- As Management looks out over the balance of the fiscal year, with the continued downturn in the worldwide agricultural and construction markets and milder weather patterns that impact our aftermarket business, and the accompanying price pressure as a result of seasonal inventory builds, we expect sales to increase about four percent and earnings to be flat on a year-over-year basis. This forecast assumes no acquisitions. In fiscal 1999-2000, we intend to continue laying the foundation for faster growth that we expect to begin next year. We are confident in our ability to grow both sales and earnings more rapidly in the future. These forward-looking statements regarding sales and earnings are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. See "Important Factors and Assumptions Regarding Forward-Looking Statements" attached hereto as Exhibit 99 and incorporated herein by reference. FINANCIAL CONDITION - ------------------- Comparison between June 26, 1999 and March 31, 1999 - --------------------------------------------------- Current assets - -------------- Cash and cash equivalents of $41.9 million decreased $7.2 million from the March 31, 1999 balance. Cash provided by operating activities and increased borrowing during the quarter were more than offset by capital expenditures and the quarterly dividend payment. Trade receivables of $186.8 million were up $3.9 million (2%) over year-end primarily due to increased sales volumes (up 1% over the previous quarter), and normal seasonal promotions. Inventory levels grew $9.0 million to $187.9 million compared to year-end. This increase was principally in finished goods levels in the Distributed Products segment. This can be attributed to normal seasonal activity, which includes the Core Holdings acquisition made last October. The current ratio of 1.8 to 1 with net working capital of $198.6 million remains virtually unchanged from March 1999 levels. Higher accounts receivables, inventory, and lower accounts payable were principally offset by higher income taxes payable and lower cash and cash equivalents at the end of the period. Noncurrent assets - ----------------- Net property, plant and equipment of $309.5 million grew $5.8 million over year-end. Capital expenditures during the quarter exceeded depreciation, retirements, and foreign currency translation. Continuing facility construction and expansion costs in the Netherlands, Italy and Germany, ongoing costs associated with the implementation of SAP financial systems in North America, construction of a just-in-time assembly plant in Toledo, Ohio for a DaimlerChrysler program, and costs associated with equipping the new Technical Center in Racine were among the items contributing to the increase shown. Outstanding commitments for capital expenditures were $32.2 million at June 26, 1999. Approximately two-thirds of the commitments relate to Modine's European operations. The outstanding commitments will be financed through a combination of funds generated from continuing operations and third party borrowing as required. Investments in unconsolidated affiliates of $27.9 million was $3.6 million higher than year-end primarily a result of favorable Brazilian exchange rates in connection with our investment in Radiadores Visconde, Ltda. Intangible assets decreased by $2.5 million. Amortization and foreign currency translations were the main items contributing to the change. Deferred charges and other noncurrent assets increased $1.3 million. The net increase is primarily the result of continuing recognition of the surplus in Modine's overfunded pension plans. Current Liabilities - ------------------- Accounts payable and other current liabilities of $166.1 million were $7.1 million lower than March 1999. Normal timing differences in the level of operating activity were responsible for the decrease. Accrued income taxes increased $8.4 million from timing differences in making estimated payments and certain federal tax benefits. Debt - ---- Outstanding debt decreased by $0.2 million from the March 1999 balance of $217.6 million. Additional short-term borrowing of $3.6 million and net long-term borrowing of $3.0 was more than offset by foreign exchange rate impact of a stronger dollar. Consolidated available lines of credit were unchanged during the quarter. Domestically, Modine's multi-currency revolver is fully utilized. Foreign unused lines of credit were $2.0 million. Total debt as a percentage of shareholders' equity decreased from 48.0% to 46.7%. Shareholders' Investment - ------------------------ Total shareholders' investment increased by $12.4 million to a total of $465.7 million. The net increase resulted primarily from net earnings of $19.5 million for the first three months. Offsetting items included an unfavorable foreign currency translation impact of $0.6 million during the quarter and dividends paid to shareholders of $6.8 million. Year 2000 Remediation Program - ----------------------------- General: In response to the Year 2000 issue, the Company ------- initiated a number of projects in early 1997 to identify, evaluate, and implement changes to its existing computerized business systems. Each of the projects followed a four-phase approach, which included inventory, assessment, remediation or replacement, and system integration testing. All of the Year 2000 efforts were carried on globally, and plans, executive sponsorship and funding were put in place to address the effort. A number of the Company's current systems were already Year 2000 compliant and where third party software was being utilized, upgrades to the vendor's Year 2000 compliant versions have been completed or are in process. In addition to business systems, additional programs to ensure supplier continuity and process capability were initiated. All of the above projects were funded through normal operating cash flow. The total cost associated with the required modifications was not material to the Company's consolidated results of operations and financial position. Business Systems: In North America, the conversion and ---------------- remediation effort of the Company's internally developed systems was addressed by an external party. The systems conversion and testing of all critical systems was completed by May 8, 1999, and was conducted by Modine internal staff. Computer hardware and LAN infrastructure were also converted to ensure compliance in its business system and desktop operations. The year 2000 costs for North America were $5.7 million. Other accomplishments in North America included the conversion of business systems in Mexico and Canada to achieve year 2000 compliance through a controlled series of system migration and software upgrades. Outside North America, Year 2000 compliance was achieved by replacing current applications with SAP, a Year 2000 compliant package of integrated manufacturing and financial software. Also included were hardware migrations, LAN e-mail and desktop upgrades and replacements. The Company's Year 2000 European cost for remediation is approximately $4.6 million, of which 96% has been expended. Remediation of critical systems has been completed successfully at all sites. One non-critical project remains and is scheduled for a third calendar quarter 1999 completion. Suppliers & Customers: With respect to suppliers, the --------------------- Company has surveyed its material and service suppliers to determine whether they are actively involved in Year 2000 remediation projects that will ensure that services to Modine will continue without interruption to any of Modine's business processes. The Company has since developed a second, more detailed survey that has been resent to our suppliers to gain better insight into their actual Year 2000 status. To date, 91% of the surveys have been returned. To validate our supplier responses, we also have conducted a series of on-site supplier Y2K audits. Those suppliers not able to validate their Y2K readiness, have been directed to retain an additional 30 days of inventory. With our dependency on customers for sales and cash flow, Year 2000 interruptions in our customers' operations could result in reduced sales, increased inventory or receivable levels and cash flow reductions. While these events are possible, our customer base is broad enough to minimize the effects of a single occurrence. Facilities & Embedded Systems: In addition, for non-IT ----------------------------- areas, a major effort to assess Modine's production facilities to include embedded systems is in process and is being conducted by a third party consulting firm specializing in this type of activity. The facilities evaluation was completed in the fourth calendar quarter of 1998. Dependent upon formal risk assessments by facility and corporate teams, recommended actions included testing, repair, replacement, upgrading, and/or retirement of specific systems or components. Modine completed its systems remediation efforts of critical activities by the second quarter of 1999. Cost for the inventory assessment was $300,000. Remediation costs were $250,000. Customer Audit: Modine has been asked and has participated -------------- in independent and specific customer audits to ensure Y2K compliance to our customer base. Modine has fared well in those reviews and is actively involved in keeping the exchange of information on going between Modine and its customer base. Risks & Contingency Planning: The failure to correct a ---------------------------- material Year 2000 problem could result in an interruption of the Company's business activities or operations. Modine's Year 2000 projects were designed and are being implemented to significantly reduce that possibility. Despite the significant efforts to address Year 2000 concerns, the Company could potentially experience disruptions to some of its operations, including those resulting from non-compliant systems used by its suppliers and customers. To alleviate those concerns, Modine has developed and implemented contingency plans in the critical areas of the business. We have already developed operational and supplier contingency plans for all our manufacturing and distribution facilities and plan to continue refining our systems contingency plans throughout 1999, wherever the risk warrants it. PART II. OTHER INFORMATION Item 1. Legal Proceedings. In the normal course of business, Modine and its subsidiaries are named as defendants in various lawsuits and enforcement proceedings by private parties, the Occupational Safety and Health Administration, the Environmental Protection Agency, other governmental agencies, and others in which claims, such as personal injury, property damage, or antitrust and trade regulation issues, are asserted against Modine. While the outcome of these proceedings is uncertain, in the opinion of Modine's Management and counsel, any liabilities that may result from such proceedings are not reasonably likely to have a material effect on Modine's liquidity, financial condition or results of operations. Many of the pending damage claims are covered by insurance and, in addition, Modine from time to time establishes reserves for uninsured liabilities. The Mitsubishi and Showa Litigation ----------------------------------- In November 1991, the Company filed a lawsuit against Mitsubishi Motor Sales of America, Inc., and Showa Aluminum Corporation, alleging infringement of the Company's patent on parallel-flow air-conditioning condensers. The suit seeks an injunction to prohibit continued infringement, an accounting for damages, a trebling of such damages for willful infringement, and reimbursement of attorneys' fees. In December 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 November 1991 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. In July, 1994, Showa filed a lawsuit against the Company alleging infringement by the Company of certain Showa patents pertaining to condensers. 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 and Showa pertaining to a newly issued patent on 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 covering parallel-flow air-conditioning condensers having tube hydraulic diameters less than 0.070 inches. In August of 1998, the Company filed a patent infringement suit in Japan against Showa with respect to this patent seeking an injunction and damages. Several patents have been issued to Modine by the European Patent Office, one having been rejected at the opposition level, which is being appealed. 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. Under the rules of the Securities and Exchange Commission, certain environmental proceedings are not deemed to be ordinary or routine proceedings incidental to the Company's business and are required to be reported in the Company's annual and/or quarterly reports. The Company is not currently a party to any such proceedings. Item 4. Submission of Matters to a Vote of Security Holders The following are the results of voting by stockholders present or represented at the Annual Meeting of Stockholders on July 21, 1999: 1. Election of Directors. The following were elected to --------------------- serve as directors of the Company until 2002 (R. T. Savage until 2000) or until their successors are elected: Votes For Votes Withheld ---------- -------------- Richard T. Savage 25,010,099 467,007 Vincent L. Martin 25,023,629 453,478 Marsha C. Williams 25,028,717 448,390 2. Re-Approval of the 1994 Incentive Compensation Plan. --------------------------------------------------- The stockholders re-approved the Plan. There were 20,489,505 votes re-approving the Plan; 4,621,093 votes against; and 188,181 votes abstaining. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: -------- The following exhibits are included for information only unless specifically incorporated by reference in this report: Reference Number per Item 601 of Regulation S-K Page - ---------------- ---- 3 Restated By-Laws (as amended) (filed by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1999). 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). 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) (filed by reference to the exhibit contained within the Registrant's Quarterly Report on Form 10-Q dated December 26, 1997). Note: The amount of long-term debt ---- authorized under any instrument defining the rights of holders of long- term debt of the Registrant, other than as noted above, does not exceed ten Reference Number per Item 601 of Regulation S-K Page - ---------------- ---- percent of the total assets of the Registrant and its subsidiaries on a consolidated basis. Therefore, no such instruments are required to be filed as exhibits to this Form. The Registrant agrees to furnish copies of such instruments to the Commission upon request. 10* Change in Control and Termination Agreement dated as of May 20, 1999 between the Registrant and D. R. Johnson, President and Chief Executive Officer of the Registrant. 19 Note: Mr. D. B. Rayburn, Executive Vice ---- President, Original Equipment, has a Change of Control and Termination Agreement dated as of May 20, 1999. This Agreement is not materially different than the Agreement with Mr. Johnson. Note: Messrs. M. G. Baker, L. D. Howard, and ---- V. S. Frangopoulos (other named executive officers of the Registrant) also have entered into Change of Control and Termination Agreements dated as of May 20, 1999. These agreements are not materially different than the Agreement with Mr. Johnson except in the following respects: (a) 24-month Severance Period; and (b) a 13th month "window" in which the named executive officer can terminate and receive severance. 27* Financial Data Schedule (electronic transmission only). 99* Important Factors and Assumptions Regarding Forwarding-Looking Statements. 34 *Filed herewith. (b) Reports on Form 8-K: The Company filed one Form 8-K to report that certain forward looking statements regarding forecasts of sales and earnings growth are subject to certain risks and uncertainties as explained therein. This Report is dated June 10, 1999. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MODINE MANUFACTURING COMPANY (Registrant) By: A. D. REID -------------------------------------- A. D. Reid, Vice President, Finance and Chief Financial Officer (Principal Financial Officer) Date: August 5, 1999 By: W. E. PAVLICK --------------------------------------- W. E. Pavlick, Senior Vice President, General Counsel and Secretary