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, 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 February 4, 1997 ------------------------------ --------------------------------- Common Stock, $0.625 Par Value 29,853,375
MODINE MANUFACTURING COMPANY INDEX PART I. FINANCIAL INFORMATION Page No. -------- Item 1. Financial Statements Consolidated Balance Sheets - December 26 and March 31, 1996 3 Consolidated Statements of Earnings - For the Three Months Ended December 26, 1996 and 1995 and the Nine Months Ended December 26, 1996 and 1995 4 Consolidated Statements of Cash Flows - For the Nine Months Ended December 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 13 Item 5. Other Events 14 Item 6. Exhibits and Reports on Form 8-K 14 Signatures 16
<TABLE> MODINE MANUFACTURING COMPANY CONSOLIDATED BALANCE SHEETS December 26, 1996 and March 31, 1996 (In thousands, except per-share amounts) (Unaudited) <CAPTION> December 26, 1996 March 31,1996 ----------------- ------------- <S> <C> <C> ASSETS Current assets: Cash and cash equivalents $ 31,488 $ 17,958 Trade receivables, less allowance for doubtful accounts of $4,803 and $5,052 146,961 147,963 Inventories 137,591 150,000 Deferred income taxes and other current assets 33,110 35,414 --------- --------- Total current assets 349,150 351,335 --------- --------- Other assets: Property, plant, and equipment - net 207,825 201,341 Investment in affiliates 9,964 6,567 Intangible assets, less accumulated amortization of $12,211 and $8,689 65,450 70,456 Deferred charges and other noncurrent assets 45,373 42,137 --------- --------- Total other assets 328,612 320,501 --------- --------- Total assets $ 677,762 $ 671,836 ========= ========= <CAPTION> LIABILITIES AND SHAREHOLDERS' INVESTMENT <S> <C> <C> Current liabilities: Short-term debt $ 5,163 $ 12,500 Long-term debt - current portion 14,175 12,552 Accounts payable 56,480 77,277 Accrued compensation and employee benefits 45,333 42,941 Income taxes 5,905 7,598 Accrued expenses and other current liabilities 28,715 28,163 --------- --------- Total current liabilities 155,771 181,031 --------- --------- Other liabilities: Long-term debt 86,161 87,809 Deferred income taxes 12,258 12,220 Other noncurrent liabilities 42,794 41,356 --------- --------- Total other liabilities 141,213 141,385 --------- --------- Total liabilities 296,984 322,416 --------- ---------
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 9,731 9,143 Retained earnings 368,943 339,193 Foreign currency translation adjustment 454 3,435 Treasury stock at cost: 484 and 583 shares, respectively (14,557) (17,607) Restricted stock - unamortized value (2,757) (3,708) --------- --------- Total shareholders' investment $ 380,778 $ 349,420 --------- --------- Total liabilities and shareholders' investment $ 677,762 $ 671,836 ========= ========= <FN> (See accompanying notes to consolidated financial statements.) </TABLE>
<TABLE> MODINE MANUFACTURING COMPANY CONSOLIDATED STATEMENTS OF EARNINGS For the three months ended December 26, 1996 and 1995 For the nine months ended December 26, 1996 and 1995 (In thousands, except per-share amounts) (Unaudited) <CAPTION> Three months ended Nine months ended ------------------------ ------------------------ December 26 December 26 ------------------------ ------------------------ 1996 1995 1996 1995 ---------- ---------- ---------- ---------- <S> <C> <C> <C> <C> Net Sales $252,972 $252,817 $755,710 $746,325 Cost of sales 181,742 189,002 547,563 553,691 -------- -------- -------- -------- Gross profit 71,230 63,815 208,147 192,634 Selling, general, and administrative expenses 45,752 42,387 132,670 119,036 -------- -------- -------- -------- Income from operations 25,478 21,428 75,477 73,598 Non-operating income 1,945 5,639 6,461 10,350 Interest expense (1,157) (1,660) (4,021) (5,166) Non-operating expense (1,812) (1,145) (4,644) (3,341) -------- -------- -------- -------- Earnings before income taxes 24,454 24,262 73,273 75,441 Provision for income taxes 9,052 9,407 25,827 27,867 -------- ------- -------- -------- Net earnings $ 15,402 $ 14,855 $ 47,446 $ 47,574 ======== ======== ======== ======== Net earnings per share of common stock* $0.51 $0.49 $1.56 $1.56 ======== ======== ======== ======== Dividends per share $0.17 $0.15 $0.51 $0.45 ======== ======== ======== ======== Average common shares and common share equivalents outstanding 30,402 30,318 30,422 30,454 ======== ======== ======== ======== <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 Nine Months Ended December 26, 1996 and 1995 (Unaudited) <CAPTION> Nine months ended December 26 ----------------------------- 1996 1995 -------- -------- <S> <C> <C> Net cash provided by operating activities $ 74,842 $ 66,503 Cash flows from investing activities: Expenditures for property, plant, and equipment (37,407) (39,066) Acquisitions, net of cash acquired (1,829) (55,460) Proceeds from sale of business 0 9,062 Investments in affiliates (4,031) 0 Proceeds from dispositions of property, plant, and equipment 230 2,143 Other - net (34) 269 -------- -------- Net cash (used for) investing activities (43,071) (83,052) Cash flows from financing activities: (Decrease)/increase in short-term debt - net (6,802) 347 Additions to long-term debt 20,617 54,331 Reductions of long-term debt (17,411) (30,928) Issuance of common stock, including treasury stock 3,780 2,115 Purchase of treasury stock (3,208) (6,033) Cash dividends paid (15,217) (13,345) -------- -------- Net cash (used for)/provided by financing activities (18,241) 6,487 -------- -------- Net increase/(decrease) in cash and cash equivalents 13,530 (10,062) Cash and cash equivalents at beginning of period 17,958 32,691 -------- -------- Cash and cash equivalents at end of period $ 31,488 $ 22,629 ======== ======== <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) --------------------------------------------------------------- December 26, 1996 March 31, 1996 --------------------------------------------------------------- Raw materials $ 33,227 $ 38,307 Work in process 40,744 47,794 Finished goods 63,620 63,899 -------- -------- Total inventories $137,591 $150,000 ======== ======== 2. Property, plant, and equipment is composed of: (In Thousands) --------------------------------------------------------------- December 26, 1996 March 31, 1996 --------------------------------------------------------------- Gross, property, plant & equipment $460,370 $433,881 Less accumulated depreciation (252,545) (232,540) -------- -------- Net property, plant & equipment $207,825 $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 31,1996, the Company through its wholly owned subsidiary, Modine GmbH, completed the cash purchase of 41 percent of Constructions Mecaniques Mota, S.A. (CMM), based near Marseilles in Provence, France. CMM, with employment of about 150, annually produces about $22 million of tube-bundle oil coolers for truck, industrial, and marine engines. Major European vehicle manufacturers are among its customers.
5. In the third quarter, the Company announced that it will invest $30 million at its corporate facilities in Racine, Wisconsin to expand its existing testing capabilities by building a unique, world-class, technical center that will be devoted to heat-transfer technology. The company also announced that it will be expanding its manufacturing capacity in Europe. These projects will be financed through a combination of funds generated from continuing operations and outside borrowing as required. 6. On December 18, 1996, the Board of Directors of the company authorized the amendment of the Shareholders' Rights Agreement, commonly referred to as a "poison pill" defense for hostile takeovers, by adjusting the purchase price of one one-hundredth of a share of Series A Participating Preferred Stock, par value $0.0125 per share, from a price of $21.25 to a price of $95.00. All other terms, provisions, covenants or restrictions of the rights agreement, to the extent not inconsistent with the Board of Directors' December 18, 1996 amendment action, remain unchanged and in full force and effect. The initial distribution of the rights was made in 1986 and, earlier, their expiration date was extended until 2006. This action was not taken in response to any specific effort to acquire control of the company and the Board of Directors is not aware of any such effort. 7. In October of 1995, the Financial Accounting Standards Board issued Statement No. 123, "Accounting for Stock-Based Compensation." Under the accounting and disclosure requirements promulgated in the statement, the Company is required to adopt the provisions in its fiscal 1996-97 year. The Company, after evaluating the accounting and disclosure alternatives provided for under the provisions of the statement, has chosen to continue to measure stock-based compensation costs as prescribed in APB Opinion 25. Pro forma net earnings and earnings per share disclosures required as a result of this decision will be presented in the Company's fiscal 1996-97 annual report reflecting the issuance of stock-based compensation in the fourth quarter. 8. 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 nine months of fiscal 1997 are not necessarily indicative of the results to be expected for the full year. 9. 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 Third Quarter of 1996-97 with the Third Quarter - ----------------------------------------------------------------- of 1995-96 - ---------- Net sales for the third quarter of fiscal 1996-97 were $253.0 million, essentially unchanged from the third quarter of last year. Among the Company's worldwide markets, increases in sales to industrial markets, to the aftermarket, and to the building- HVAC market offset lower sales in the domestic automotive and truck markets. European operations continued to demonstrate strong sales volume growth. This sales growth was mitigated, in part, by the currency impact of the stronger dollar when compared to the same period a year ago. Gross margin increased 3.0%, as a percentage of sales, over the third quarter of the previous year to 28.2% from 25.2%. Declining raw material costs (primarily copper and aluminum) from a year ago, were an important factor in the overall improvement shown for the quarter. Operating units showing the greatest improvement were the Company's European operations, the Signet Systems subsidiary, acquired last year, and aftermarket division. Selling, general and administrative expenses increased 1.3% as a percentage of sales, over the third quarter last year, while increasing 7.9% in absolute dollar terms. While a number of categories experienced changes, some of the larger changes occurred in personnel related costs including hiring, relocation, statutory and fringe benefit expenses. Average outstanding debt levels during the quarter declined by approximately $6.8 million, or 6.0% over the same period a year ago. Correspondingly, interest expense decreased by 30.3%, or 0.5 million from a year ago. 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 decreased by $4.4 million. The decrease is primarily the result of the $3.5 million gain recognized from the sale of the Company's copper-tubing business in the prior year.
The effective tax rate decreased by 1.8% 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 third quarter were $15.4 million or $.51 per share, up 3.7% from last year's $14.9 million, or $.49 per share. Net earnings were up 21.2% excluding a gain in the third quarter last year of $2.1 million, or $.07 per share, from the sale of the Company's copper-extrusion operations in Dowagiac, Michigan. MANAGEMENT'S DISCUSSION AND ANALYSIS ------------------------------------ RESULTS OF OPERATIONS --------------------- Comparison of the First Nine Months of 1996-97 with the First - ------------------------------------------------------------- Nine Months of 1995-96 - ---------------------- Net sales for the first nine months of fiscal 1996-97 were $755.7 million, up 1.3% from the $746.3 million reported in the first nine months of last year. Sales generated by Signet Systems, acquired in July 1995, and strong sales volume growth by the Company's European operations were the major factors leading to the overall sales improvement shown from a year ago. Neutralizing most of these gains were the loss of sales from the copper tubing business, sold in October 1995, the currency impact of the stronger dollar in Europe, and lower sales by the Company's domestic automotive, truck, and building-HVAC businesses. Modine's worldwide shipments during the first nine months grew the most 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 declines. Gross margin increased 1.7%, as a percentage of sales, over the first nine months of the previous year to 27.5% from 25.8%. Among those contributing to the overall improvement were the Company's European operations, Signet Systems, and the North American aftermarket. Selling, general and administrative expenses increased 1.7% as a percentage of sales, over the first nine months last year, while increasing 11.5% in overall dollar terms. Over 33% 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, which includes hiring, relocation, statutory and fringe benefit costs, and additional goodwill amortization resulting from acquisitions made in the prior year.
Average outstanding debt levels during the first nine months rose by approximately $3.4 million, or 3.2%, over the same period a year ago. Interest expense, however decreased by 22.2% over the same nine month period, a year ago. 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. The effective tax rate decreased by 1.7% when compared to the same period last year. The reduction is the result of completed IRS reviews and the net utilization of certain foreign operating loss carryforwards, offset in part, by other smaller changes. Net earnings for the nine months were $47.4 million, or $1.56 per share, essentially the same as last year's $47.6 million, or $1.56 per share. Outlook for the Remainder of the Year - ------------------------------------- Modine's earlier stated outlook of approximately 4% higher earnings for the fiscal year ending March 1997 remains unchanged despite lower than projected sales growth. The translation effect of a stronger dollar has impacted foreign currency denominated sales. The company also has experienced lower than anticipated revenues from some domestic markets. Fiscal 1997 sales are likely to total a little over $1 billion. 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 December 26, 1996 and March 31, 1996 - ------------------------------------------------------- Current Assets - -------------- Cash and cash equivalents increased by $13.5 million to a total of $31.5 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 decreased $1.0 million, or less than 1.0%. Overall inventory levels decreased by $12.4 million. Among the items contributing to the decrease were changes in sales volumes, exchange rate fluctuations in Europe, process and product line changes taking place at certain manufacturing facilities and continuing management efforts to monitor inventory levels. Deferred income taxes and other current assets decreased 2.3 million. The decrease occurred primarily from reductions recorded in unbilled customer tooling and non-trade receivables. Working capital increased approximately 14% to $193.4 million from $170.3 million while the current ratio increased to 2.2 to 1 from 1.9 to 1. A number of categories experienced changes, with the largest items influencing the overall change being an increase in cash, a reduction in inventories and a decrease in accounts payable. Property, Plant and Equipment - ----------------------------- Net property, plant and equipment increased $6.5 million to $207.8 million as capital expenditures exceeded depreciation, retirements and foreign currency translations. Outstanding material commitments for capital expenditures were $15.1 million at December 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. Investment in Affiliates - ------------------------ Investment in affiliates increased by $3.4 million. The primary reason for the increase is the recent cash purchase of a 41% interest in Constructions Mecaniques Mota, S.A. Intangible Assets - ----------------- Intangible assets, net of accumulated amortization declined $5.0 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 $3.2 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 $17.9 million. Normal timing differences in the level of operating activity and lower inventories were the main factors responsible for the decline. Accrued income taxes decreased $1.7 million from normal timing differences in making estimated payments and federal tax benefits resulting from the exercise of stock options. Debt - ---- Outstanding debt decreased by $7.4 million from March 31, 1996. Long term debt was essentially unchanged while short-term debt decreased by over $7.3 million. All of the change in short-term debt occurred at the Company's European subsidiaries. Total debt as a percentage of shareholders' equity decreased from 32.3% to 27.7% as cash generated by operating activities exceeded capital expenditures and acquisitions for the nine months. Consolidated available lines of credit decreased during the first nine months by $11.9 million including a discontinuance of $10.0 million U.S. capacity. The European subsidiaries net committed lines of credit decreased by $1.9 million. The foreign unused lines of credit at December 26, 1996, were $9.3 million, while the Company had $13.2 million available under a domestic multi- currency revolving credit agreement. Shareholders' Investment - ----------------------- Total shareholders' investment increased by $31.4 million to a total of $380.8 million. The net increase resulted primarily from net earnings of $47.4 million for the first nine months. The value of the dollar continued to strengthen during the quarter resulting in an unfavorable foreign currency translation impact of $2.1 million with the total unfavorable impact for nine months reaching $3.0 million. Dividends paid to shareholders of $15.2 million, net treasury stock transactions of $3.1 million, and other smaller changes to the capital accounts also contributed to the change from the beginning of the year.
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 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. 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 Events. As previously reported, in May of 1986, the Board of Directors authorized the Company to acquire up to 10% per year of the issued and outstanding shares of the common stock of the Company. Pursuant to this authorization, the Company purchases shares of its common stock from time to time as such shares become available on the open market or in private transactions for resale to the employee stock purchase plans and for other corporate purposes. Since December 31, 1995, the Company has purchased at market price a total of 226,577 shares, 107,466 shares of which were purchased during the fourth fiscal quarter of 1995-96, and 119,111 shares of which were purchased from April 1, 1996 through December 31, 1996. The Company currently has 488,789 shares (as of February 4, 1997) in its Treasury. 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 - ---------------- ---- 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.) 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 Current Report on Form 8-A dated December 18, 1996.) Note: The amount of long-term debt authorized under any instrument defining
Reference Number per Item 601 of Regulation S-K Page - ---------------- ---- 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. 11* Computation of per share earnings 17 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 dated December 18, 1996, to report that the Board of Directors of the Company authorized the amendment of the Rights Agreement (regarding certain Preferred Share Purchase Rights authorized as of October 15, 1986) by adjusting the purchase price of one one-hundredth of a share of Series A Participating Preferred Stock, par value $0.0125 per share, from a price of $21.25 to a price of $95.00. 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: February 5, 1997 By: W. E. PAVLICK ------------------------------------- W. E. Pavlick, Senior Vice President, General Counsel and Secretary