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 September 26, 1996 ------------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-1373 ------ MODINE MANUFACTURING COMPANY (Exact name of registrant as specified in its charter) WISCONSIN 39-0482000 --------------------------------------------- ------------------- (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 1500 DeKoven Avenue, Racine, Wisconsin 53403-2552 --------------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (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 November 1, 1996 ------------------------------ ------------------------------- Common Stock, $0.625 Par Value 29,854,095
MODINE MANUFACTURING COMPANY INDEX Page No. -------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - September 26 and March 31, 1996 3 Consolidated Statements of Earnings - For the Three Months Ended September 26, 1996 and 1995 and the Six Months Ended September 26, 1996 and 1995 4 Consolidated Statements of Cash Flows - For the Six Months Ended September 26, 1996 and 1995 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 14 Item 5. Other Information 15 Item 6. Exhibits and Reports on Form 8-K 15 Signatures 17
<TABLE> MODINE MANUFACTURING COMPANY CONSOLIDATED BALANCE SHEETS September 26, 1996 and March 31, 1996 (In thousands, except per-share amounts) (Unaudited) <CAPTION> September 26, 1996 March 31, 1996 ------------------ -------------- <S> <C> <C> ASSETS Current assets: Cash and cash equivalents $ 24,581 $ 17,958 Trade receivables, less allowance for doubtful accounts of $4,742 and $5,052 156,395 147,963 Inventories 142,516 150,000 Deferred income taxes and other current assets 29,362 35,414 --------- --------- Total current assets 352,854 351,335 --------- --------- Other assets: Property, plant, and equipment - net 210,495 201,341 Investment in affiliates 6,038 6,567 Intangible assets, less accumulated amortization of $11,108 and $8,689 67,470 70,456 Deferred charges and other noncurrent assets 44,412 42,137 --------- --------- Total other assets 328,415 320,501 --------- --------- Total assets $ 681,269 $ 671,836 ========= ========= <CAPTION> LIABILITIES AND SHAREHOLDERS' INVESTMENT - ---------------------------------------- <S> <C> <C> Current liabilities: Short-term debt $ 5,745 $ 12,500 Long-term debt - current portion 29,916 12,552 Accounts payable 63,648 77,277 Accrued compensation and employee benefits 45,016 42,941 Income taxes 6,778 7,598 Accrued expenses and other current liabilities 28,380 28,163 --------- --------- Total current liabilities 179,483 181,031 --------- --------- Other liabilities: Long-term debt 74,259 87,809 Deferred income taxes 12,345 12,220 Other noncurrent liabilities 42,579 41,356 --------- --------- Total other liabilities 129,183 141,385 --------- --------- Total liabilities 308,666 322,416 --------- ---------
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 9,608 9,143 Retained earnings 359,179 339,193 Foreign currency translation adjustment 2,601 3,435 Treasury stock at cost: 485 and 583 shares, respectively (14,679) (17,607) Restricted stock - unamortized value (3,070) (3,708) --------- --------- Total shareholders' investment $ 372,603 $ 349,420 --------- --------- Total liabilities and shareholders' investment $ 681,269 $ 671,836 ========= ========= <FN> (See accompanying notes to consolidated financial statements.) </TABLE>
<TABLE> MODINE MANUFACTURING COMPANY CONSOLIDATED STATEMENTS OF EARNINGS For the three months ended September 26, 1996 and 1995 For the six months ended September 26, 1996 and 1995 (In thousands, except per-share amounts) (Unaudited) <CAPTION> Three months ended Six months ended ---------------------- ---------------------- September 26 September 26 ---------------------- ---------------------- 1996 1995 1996 1995 -------- -------- -------- -------- <S> <C> <C> <C> <C> Net Sales $254,224 $254,292 $502,738 $493,508 Cost of sales 184,884 186,355 365,821 364,689 -------- -------- -------- -------- Gross profit 69,340 67,937 136,917 128,819 Selling, general, and administrative expenses 44,593 41,182 86,918 76,649 -------- -------- -------- -------- Income from operations 24,747 26,755 49,999 52,170 Non-operating income 1,889 2,153 4,516 4,711 Interest expense (1,562) (1,879) (2,864) (3,506) Non-operating expense (1,445) (888) (2,832) (2,196) -------- -------- -------- -------- Earnings before income taxes 23,629 26,141 48,819 51,179 Provision for income taxes 7,975 9,405 16,775 18,460 -------- -------- -------- -------- Net earnings $ 15,654 $ 16,736 $ 32,044 $ 32,719 ======== ======== ======== ======== Net earnings per share of common stock* $0.51 $0.55 $1.05 $1.07 ======== ======== ======== ======== Dividends per share $0.17 $0.15 $0.34 $0.30 ======== ======== ======== ======== Average common shares and common share equivalents outstanding 30,459 30,453 30,430 30,510 ======== ======== ======== ======== <FN> (See accompanying notes to consolidated financial statements.) *See EXHIBIT 11 for computation of earnings per share. </TABLE>
<TABLE> MODINE MANUFACTURING COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) For the Six Months Ended September 26, 1996 and 1995 (Unaudited) Six months ended September 26 ----------------------------- 1996 1995 -------- -------- <S> <C> <C> Net cash provided by operating activities $48,674 $46,027 Cash flows from investing activities: Expenditures for property, plant, and equipment (28,748) (20,914) Acquisitions, net of cash acquired (1,829) (55,460) Proceeds from dispositions of property, plant, and equipment 107 1,556 Other - net (133) 235 ------- ------- Net cash (used for) investing activities (30,603) (74,583) Cash flows from financing activities: (Decrease)/increase in short-term debt - net (6,789) 12,405 Additions to long-term debt 13,205 24,736 Reductions of long-term debt (8,733) (10,218) Issuance of common stock, including treasury stock 3,489 1,076 Purchase of treasury stock (2,479) (5,408) Cash dividends paid (10,141) (8,899) ------- ------- Net cash(used for)/provided by financing activities (11,448) 13,692 ------- ------- Net increase/(decrease) in cash and cash equivalents 6,623 (14,864) Cash and cash equivalents at beginning of period 17,958 32,691 ------- ------- Cash and cash equivalents at end of period $24,581 $17,827 ======= ======= <FN> (See accompanying notes to consolidated financial statements.) </TABLE>
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) ---------------------------------------------------------------- September 26, 1996 March 31, 1996 ---------------------------------------------------------------- Raw materials $ 34,874 $ 38,307 Work in process 42,939 47,794 Finished goods 64,703 63,899 -------- -------- Total inventories $142,516 $150,000 ======== ======== 2. Property, plant, and equipment is composed of: (In Thousands) ---------------------------------------------------------------- September 26, 1996 March 31, 1996 ---------------------------------------------------------------- Gross, property, plant & equipment $456,473 $433,881 Less accumulated depreciation (245,978) (232,540) -------- -------- Net property, plant & equipment $210,495 $201,341 ======== ======== 3. Recent developments concerning legal proceedings reported in the Company's Form 10-K Report for the year ended March 31, 1996, 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. On October 3, 1996, the company announced that the majority owners of Constructions Mecaniques Mota (CMM), a heat - exchanger manufacturer based near Marseilles, a Province in France, and Modine GmbH, a German subsidiary of Modine Manufacturing Company, have agreed to the cash purchase by Modine of approximately 45 percent of CMM. CMM employs
about 150 employees and has annual sales of approximately $22 million. CMM manufactures tube-bundle coolers for use in truck and marine engines, and industrial motors. CMM serves primarily European customers, including major European vehicle manufacturers. On October 31, 1996, the company announced the completion of the acquisition. 5. 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, 1996 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 six months of fiscal 1997 are not necessarily indicative of the results to be expected for the full year. 6. 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 1996 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, 1996.
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 Second Quarter of 1996-97 with the Second Quarter - ------------------------------------------------------------------- of 1995-96 - ---------- Net sales for the second quarter of fiscal 1996-97 were $254.2 million, essentially unchanged from the $254.3 million reported in the second quarter of last year. The soft second quarter sales reflect: a greater proportion of the business coming from Europe, where many customers' production lines are closed in late summer; the currency impact of a stronger dollar than last year; lower shipments to some highway-vehicle manufacturers, particularly in the medium- and heavy-truck market; continuing heavy competition from off-shore sources in the North American aftermarket; and the sale of the company's copper tubing business at the end of last year's second quarter. Gross margin increased 0.6%, as a percentage of sales, over the second quarter of the previous year to 27.3% from 26.7%. Improvement in gross margin earned by the company's European operations and its Signet Systems subsidiary, acquired last year, were among the improved contributors. Selling, general and administrative expenses increased 8.3% over last year's second quarter while increasing 1.3% as a percentage of sales. Over 35% of the increase can be attributed to including an additional month of operating activity in the current year by Signet Systems, which was acquired at the end of July 1995. Other items contributing to the overall dollar increase were higher personnel costs associated with normal inflation and additional goodwill amortization resulting from acquisitions made in the prior year. Average outstanding debt levels during the quarter declined by approximately $3.7 million, or 3.2%, over the same period a year ago. Correspondingly, interest expense decreased 16.9%, or $0.3 million from a year ago. The lower interest expense can be attributed to a continuing reduction in higher rate domestic debt through normally scheduled repayments, lower interest rates on certain non-domestic debt, and higher capitalized interest expense associated with the Company's larger capital expenditure program. Net non-operating income declined $0.8 million due primarily to lower joint venture earnings and lower foreign currency transaction gains.
The effective tax rate decreased by 2.2% when compared to the same period last year. The reduction is the result of recently completed IRS reviews, a reduction in state taxes, net of federal benefit and other smaller changes. Net earnings for the second quarter were $15.7 million or $.51 per share, reflecting a decrease of 6.5% from last year's $16.7 million, or $.55 per share. Earnings continued to be negatively affected by plant start-up expenses in South Carolina and Holland.
MANAGEMENT'S DISCUSSION AND ANALYSIS ------------------------------------ RESULTS OF OPERATIONS --------------------- Comparison of the First Six Months of 1996-97 with the First Six - ---------------------------------------------------------------- Months of 1995-96 - ----------------- Net sales for the first six months of fiscal 1996-97 reached a record $502.7 million, up 1.9% from the $493.5 million reported in the first six months of last year. Sales by Signet Systems, acquired in July, 1995, and improved sales by the Company's European operations, despite the impact of the stronger dollar, were the major factors leading to the overall sales improvement from a year ago. Offsetting these gains were the loss of sales from the copper tubing business, sold in October, 1995, and lower sales in the Company's domestic automotive, truck, and building- HVAC businesses. Modine's worldwide shipments during the first six months had the largest gains in the passenger-car and light-truck market with the largest sales growth to European customers. The second largest gain was recorded in agricultural- and construction segments of the off-highway market. The remaining markets demonstrated modest growth except for the medium- heavy-truck market and the building-HVAC market, which registered small declines. Gross margin increased 1.1%, as a percent of sales, over the first six months of the previous year to 27.2% from 26.1%. Contributing to the overall improvement were improved gross margins earned by the Company's European operations, Signet Systems, and the North American aftermarket. Selling, general and administrative expenses increased 13.4% over the first six months last year while increasing 1.8% as a percentage of sales. Approximately 45% of the increase can be attributed to including an additional four months of operating activity in the current year by Signet Systems, which was acquired at the end of July 1995. The remaining dollar increase is primarily due to higher personnel costs and additional goodwill amortization resulting from acquisitions made in the prior year. Average outstanding debt levels during the first six months rose by approximately $7.3 million, or 7.0%, over the same period a year ago. Corresponding interest expense declined by 18.3%, or $0.6 million, over the same six month period, a year ago. Interest expense grew at a slower rate in part due to a continuing reduction in higher rate domestic debt through normally scheduled repayments. A reduction in interest rates on certain non-domestic debt and higher capitalized interest expense also contributed to the decrease in interest expense. The effective tax rate decreased by 1.7% when compared to the same period last year. The main factor responsible for the
decrease was the net utilization of certain foreign operating loss carryforwards. Net earnings for the six months were $32.0 million, or $1.05 per share, down 2.1% from last year's $32.7 million, or $1.07 per share. Outlook for the Remainder of the Year - ------------------------------------- The results for the first six months of the fiscal 1996-97 are consistent with Company expectations; therefore, the Company is reaffirming its earlier forecast of sales growth in the 4% range with earnings growing at a similar to slightly higher rate than sales. 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.
FINANCIAL CONDITION ------------------- Comparison between September 26, 1996 and March 31, 1996 - -------------------------------------------------------- Current Assets - -------------- Cash and cash equivalents increased by $6.6 million to a total of $24.6 million. The Company's primary sources of liquidity and capital resources were cash provided by operations and the use of available borrowing facilities. Net trade receivables increased $8.4 million, or 5.7%. An approximate $10.1 million increase in sales volume in the second quarter of fiscal 96-97, compared to the fourth quarter of fiscal 95-96 was the major factor responsible for the increase. Normal seasonal marketing programs were also a factor contributing to the increase shown. Overall inventory levels decreased by $7.5 million. Among the items affecting inventory were ongoing management efforts to control inventory levels, changes in sales volumes, exchange rate fluctuations in Europe, and process and product line changes at certain manufacturing facilities. Deferred income taxes and other current assets decreased $6.1 million. The decrease occurred primarily from reductions recorded in unbilled customer tooling and non-trade receivables. Working capital increased approximately 2% to $173.4 million from $170.3 million and the current ratio increased to 2.0 to 1 from 1.9 to 1. A number of categories experienced changes, with the largest items influencing the change being an increase in long- term debt due within one year, a decrease in accounts payable, and an increase in trade receivables. Property, Plant and Equipment - ----------------------------- Net property, plant and equipment increased $9.2 million to $210.5 million as capital expenditures exceeded depreciation, retirements and foreign currency translations. Outstanding material commitments for capital expenditures were $11.7 million at September 26, 1996, compared to $17.1 million at March 31, 1996. Most of the commitments relate to plant expansions, tooling for new products, and various new equipment. The outstanding commitments will be financed through internally generated cash. Intangible Assets - ----------------- Intangible assets, net of accumulated amortization declined $3.0 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 $2.3 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 $11.3 million. Normal timing differences in the level of operating activity were responsible for the decline. Accrued income taxes decreased $0.8 million from normal timing differences in making estimated tax payments and federal tax benefits resulting from the exercise of stock options. Debt - ---- Outstanding debt decreased by $2.9 million from March 31, 1996. Long-term debt increased by $3.8 million while short-term debt decreased by $6.7 million. The Company's European subsidiaries accounted for all of the change in short-term debt. The current portion of long-term debt increased temporarily by $17.4 million due primarily to the timing and duration of a foreign subsidiary lender's extension of a revolving credit agreement. The agreement was extended to June 30, 2000 after the end of the quarter. Consolidated available lines of credit decreased by $7.4 million, including a discontinuance of $10.0 million U.S. capacity. The European subsidiaries net lines of credit increased by $2.6 million. The foreign unused lines of credit at September 26, 1996 were $10.3 million, while the Company had $13.5 million available under domestic revolvers. Total debt as a percentage of shareholders' equity decreased from 32.3% to 29.5%. Shareholders' Investment - ------------------------ Total shareholders' investment increased by $23.2 million to a total of $372.6 million. The net increase came primarily from net earnings of $32.0 million for the first six months. Dividends paid to shareholders of $10.1 million, net treasury stock sales of $2.9 million, and other minor changes to the capital accounts also contributed to the change.
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 July 1993, the ITC reversed an earlier ruling by a hearing officer and upheld, as valid and enforceable, the Company's 4,998,580 patent on parallel-flow air- conditioning condensers. The ITC also ruled that specific condensers from the two Japanese companies did not infringe the Company's patent. Each of the parties appealed to the U.S. Court of Appeals for the Federal Circuit the portion of the ITC opinion adverse to them. In February 1996, the U.S. Court of Appeals for the Federal Circuit, upheld the patent as valid and enforceable and remanded the case back to the ITC for a determination with respect to Showa infringement. 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. 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 Information. Modine Holding GmbH, a German subsidiary of Modine Manufacturing Company, has agreed to the cash purchase of approximately 45 percent of Constructions Mecaniques Mota (CMM), a heat-exchanger manufacturer based near Marseilles in Province, France. On October 31, 1996, the company announced the completion of the acquisition. CMM is a profitable company whose annual sales are approximately $22 million. About 150 employees make tube-bundle oil coolers for truck and marine engines, and industrial motors. CMM has a large number of European customers, including major European vehicle manufacturers. 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 October 16, 1996). 20 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, 1992). 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.)
Reference Number per Item 601 of Regulation S-K Page - ---------------- ------ 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-K. The Registrant agrees to furnish copies of such instruments to the Commission upon request. 10* Employment Agreement between the Registrant and Donald R. Johnson, President and Chief Operating Officer, dated 10/16/96. 32 11* Computation of per share earnings 18 27* Financial Data Schedule (electronic transmission only). 99* Important Factors and Assumptions Regarding Forwarding-Looking Statements. 19 *Filed herewith. (b) Reports on Form 8-K: ------------------- Subsequent to the end of the quarter, the Company filed one Report on Form 8-K to report that the Company announced the promotion of Richard T. Savage to chairman and chief executive officer, Donald J. Johnson to president and chief operating officer, and Anthony C. DeVuono to vice president, technical services. This Report is dated October 16, 1996.
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: November 1, 1996 By: W. E. PAVLICK ---------------------------------------- W. E. Pavlick, Senior Vice President, General Counsel and Secretary