SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d)
of the Securities Exchange Act of 1934
As of December 31, 2001 and December 31, 2000 and
for the year ended December 31, 2001
Commission file number 1-1373
A. Full title of the plan and the address of the plan if
different from that of the issuer named below:
MODINE 401(K) RETIREMENT PLAN
FOR HOURLY UNION EMPLOYEES
B. Name of issuer of the securities held pursuant to the
Plan and the address of its principal executive office:
MODINE MANUFACTURING COMPANY
1500 DeKoven Avenue, Racine, Wisconsin 53403-2552
MODINE 401(K) RETIREMENT PLAN
FOR HOURLY UNION EMPLOYEES
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTAL SCHEDULE, AND
EXHIBITS
----------------
Pages
-----
Report of Independent Accountants 3
FINANCIAL STATEMENTS:
Statement of net assets available for benefits
as of December 31, 2001 and December 31, 2000 4
Statement of changes in net assets available for
benefits for the year ended December 31, 2001 5
Notes to financial statements 6-14
SUPPLEMENTAL SCHEDULE:
Schedule H, Line 4j - Schedule of reportable
transactions for the year ended December 31, 2001 16
Exhibits to Annual Report on Form 11-K 17
Signatures 18
Consent of Independent Accountants 19
NOTE: Supplemental schedules required by the Employee Retirement
----
Income Security Act of 1974 that have not been included
herein are not applicable.
Report of Independent Accountants
To the Participants and Administrator of
the Modine 401(K) Retirement Plan
for Hourly Union Employees
In our opinion, the accompanying statement of net assets
available for benefits and the related statement of changes in
net assets available for benefits present fairly, in all material
respects, the net assets available for benefits of the Modine
401(K) Retirement Plan for Hourly Union Employees (the "Plan") at
December 31, 2001 and December 31, 2000, and the changes in net
assets available for benefits for the year ended December 31,
2001 in conformity with accounting principles generally accepted
in the United States of America. These financial statements are
the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
Our audits were conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedule of Reportable Transactions for the year
ended December 31, 2001 is presented for the purpose of
additional analysis and is not a required part of the basic
financial statements but is supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected
to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
s/PricewaterhouseCoopers LLP
June 7, 2002
MODINE 401(K) RETIREMENT PLAN
FOR HOURLY UNION EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFTIS
December 31, 2001 and December 31, 2000
ASSETS 2001 2000
------ ---- ----
Investments $ -- $ 5,205,115
Participant loans -- 64,414
--------- -----------
Total investments -- 5,269,529
Receivables:
Employer contributions -- 41,889
Participant contributions -- 61,421
Accrued dividends -- 403
--------- -----------
Total receivables -- 103,713
Net assets available for benefits $ -- $ 5,373,242
The accompanying notes are an integral part of the financial statements.
MODINE 401(K) RETIREMENT PLAN
FOR HOURLY UNION EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 2001
Additions: 2001
----
Investment income:
Net appreciation in fair value of investments $ 68,955
Interest 6,416
Dividends 21,534
-----------
Total investment income 96,905
-----------
Contributions:
Participant 1,419,508
Employer 478,464
Rollover contributions 51,093
-----------
Total contributions 1,949,065
-----------
Total additions 2,045,970
-----------
Deductions:
Distributions to participants 392,087
Administrative costs 2,350
Transfers 56,910
-----------
Total deductions 451,347
-----------
Transfer out due to Plan merger (Note 13) (6,967,865)
-----------
Net decrease in net assets available for benefits (5,373,242)
Net assets available for benefits:
Beginning of year 5,373,242
-----------
End of year $ --
===========
The accompanying notes are an integral part of the financial
statements.
MODINE 401(K) RETIREMENT PLAN
FOR HOURLY UNION EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
-------------------
The following description of the Modine 401(k) Retirement
Plan for Hourly Union Employees ("the Plan") provides only
general information on the Plan. Participants should refer
to the Plan agreement for a more complete description of the
Plan's provisions.
A. General
-------
The Plan is a 401(k) profit sharing plan covering all
eligible hourly union employees of Modine Manufacturing
Company, ("the Company"), who have one hour of service.
Eligible employees who elect to participate are referred
to as ("Participants"). The Plan was established on
January 1, 1999 and is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
B. Contributions
-------------
Plan Participants enter into a wage reduction agreement
wherein the employee elects a reduction in compensation,
which the Company contributes to the Plan. Participants
direct investment of their contributions into various
investment options offered by the Plan. The Plan
currently offers eleven investment alternatives.
Participants may contribute up to 15% of their
compensation including overtime, but before bonuses,
commissions or taxable fringe benefits. Participants may
transfer into the Plan certain assets previously held
under another tax-qualified plan.
The Company currently makes matching contributions equal
to 50% of employee contributions up to 6% of total
compensation. The Company has the discretion to make an
additional contribution and match all or any portion of
the Participant's contribution. The matching and
discretionary, if any, Company contribution is invested
directly in the Modine Company Stock Fund.
Participant and Company contributions are subject to
certain statutory limitations.
C. Participant Accounts
--------------------
Each Participant account is credited with the Participant's
contributions and allocations of the Company's matching
contribution, the Company's discretionary contribution, and
Plan earnings. Allocations of contributions and investment
NOTES TO FINANCIAL STATEMENTS, continued
1. Description of Plan, continued
-------------------
C. Participant Accounts, continued
--------------------
earnings are based on the Participant contributions or
account balances, as provided by the Plan. The net
appreciation (depreciation) in fair value of investments is
also allocated (charged) to the individual Participant
accounts based on each Participant's share of fund
investments. The benefit to which a Participant is
entitled is the benefit that can be provided from the
Participant's vested account.
D. Vesting
-------
Participants are immediately vested in their voluntary
contributions plus actual earnings thereon. Participants
with an Employment Commencement Date prior to January 1,
2001 are 100% vested in the Company's contributions.
Participants with an Employment Commencement Date
subsequent to December 31, 2000 will vest in the Company's
contributions after three years of service. A year of
service is defined as 1,000 or more hours of service.
E. Investment Options
------------------
The investment funds listed below have been established
for the investment of Plan assets. Participants are
allowed to invest their contributions in 1% increments in
eleven different funds. With the exception of the Modine
Company Stock Fund and the Marshall Money Market Fund,
each of the funds is a mutual fund. A mutual fund consists
of a variety of investments selected by a professional
manager to meet specific objectives of return and risk.
Investment Fund Primary Investments
-----------------------------------------------------------------------
Marshall Money Market Fund Short-term, higher-quality
securities, including U.S.
Government Securities,
commercial paper, certificates
of deposit and bankers'
acceptances.
M&I Diversified Income Fund Primarily investment-grade
domestic bond funds with a
maximum of 30% of its assets
invested in equity securities to
achieve a total investment
return through production of
income and secondarily from
capital appreciation.
NOTES TO FINANCIAL STATEMENTS, continued
1. Description of Plan, continued
-------------------
E. Investment Options, continued
------------------
Investment Fund Primary Investments
-----------------------------------------------------------------------
M&I Growth Balanced Fund 50 - 70% of its assets are invested
in equity securities to achieve a
total investment return from income
and capital appreciation.
M&I Diversified Stock Fund 90 - 100% of its assets are
invested in equity securities to
achieve a total investment return
primarily from capital appreciation
and secondarily from income.
Vanguard Index Trust 500 Substantially the same percentages
Portfolio Fund of common stocks as the Standard &
Poor's 500 Composite Stock Price
Index.
Managers Special Equity Securities of companies with small to
Fund medium market capitalizations that
have potential for superior growth
of earnings.
American Century 20th Primarily invests in common stock of
Century International foreign companies that meet certain
Growth Investment Fund fundamental and technical standards
and have potential for capital
appreciation.
Legg Mason Value Fund Primarily invests in equities issued
by companies that the advisor
believes to be undervalued in
relation to long-term earnings power
or asset value.
MFS Massachusetts Primarily invests in common stock
Investors Growth Stock or convertibles issued by companies
Fund exhibiting above-average prospects
for long-term growth with up to 50%
of assets in foreign securities.
Strong Opportunity Fund 70% of the assets are invested in
common stocks and other equity-type
securities while the balance of the
Fund's assets may be invested in
nonconvertible corporate and
government intermediate to long
term debt securities.
Modine Company Stock Fund Modine Common Stock
-----------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, continued
1. Description of Plan, continued
-------------------
E. Investment Options, continued
------------------
All Participant contributions may be transferred or
reinvested without restriction into any of the Plan's
available investment funds. The Company's matching and
discretionary contributions are invested in the Modine
Company Stock Fund and must remain in that fund until age
59 1/2.
F. Participant Loans
-----------------
Participants may borrow from their fund accounts a minimum
of $1,000 up to a maximum of $50,000 or 50 percent of their
account balances, whichever is less. The maximum loan
repayment term is five years, except for loans to purchase a
primary residence. Loans bear interest at the Marshall &
Ilsely Bank prime rate plus 1%. All principal and interest
payments are credited to Participant account balances
according to current investment directions in effect for new
contributions at the time of each loan repayment.
G. Distributions
-------------
If a Participant retires, dies, terminates employment, or
incurs a permanent disability, distributions of their
account will be made in a lump sum. The timing and form
of distributions are subject to certain minimum balances
and age restrictions as provided by the Plan.
H. Withdrawals
-----------
The Plan provides for both hardship and non-hardship
withdrawals. Contributions may only be withdrawn without
penalty on or after age 59 1/2 or in the event of retirement,
death, disability, or termination on or after age 55.
Financial hardship includes certain medical expenses,
purchase of a primary residence, tuition and related
education fees, or to prevent eviction from, or foreclosure
on the mortgage on, the primary residence.
I. Forfeited Accounts
------------------
At December 31, 2001 forfeited nonvested accounts totaled
$0. Forfeited accounts are used to pay Plan expenses for
the Plan Year in which the forfeitures are to be allocated.
Any remaining forfeitures are allocated to reduce the
Employer Matching Contributions.
NOTES TO FINANCIAL STATEMENTS, continued
1. Description of Plan, continued
-------------------
J. Administrative Expenses
-----------------------
Significant expenses of administering the Plan are borne
by the Company.
K. Trustee
-------
As of December 31, 2001 and 2000, the assets of the Plan
were held under an Agreement of Trust by Marshall & Ilsely
Trust Company, Milwaukee, Wisconsin.
L. Anti-Discrimination Requirements
--------------------------------
The Plan is required to meet the anti-discrimination
requirements for highly compensated employees as set forth
in Section 401(k) and Section 401(m) of the Internal
Revenue Code. For years in which the Plan does not meet
these requirements, a refund of Participant contributions
made by highly compensated employees and the related
Company matching contributions must be made within two and
one-half months after the close of the Plan year.
2. Summary of Significant Accounting Policies
------------------------------------------
A. Basis of Accounting
-------------------
The financial statements of the Plan are prepared under
the accrual method of accounting, in accordance with
generally accepted accounting principles.
B. Investment Valuation
--------------------
Investment in the Modine Company Stock Master Trust Fund
("Master Trust"), consisting primarily of Modine Common
Stock, with a small amount in money market investments, is
valued at this Plan's proportionate share of the aggregate
net asset value of the Master Trust's assets. The net asset
value per unit is calculated by dividing the fund's total
market value by the outstanding number of Participant units.
The units are updated daily based upon Participant activity.
The number of units and market price of the Modine Company
Stock Master Trust Fund held by the Plan is as follows:
December 31, 2001 December 31, 2000
----------------- -----------------
Units - 113,568
Market Price $ - $2,552,370
NOTES TO FINANCIAL STATEMENTS, continued
2. Summary of Significant Accounting Policies, continued
------------------------------------------
B. Investment Valuation, continued
--------------------
Investments held in the other ten funds are stated at the
market value of units held by the Plan as of the last trading
day of the period, as reported by the managers of the Fund.
Loans to Participants are valued at the balance of amounts
due, plus accrued interest thereon, which approximates
fair value.
C. Security Transactions and Related Investment Income
---------------------------------------------------
Security transactions are accounted for as of the trade
date and dividend income is recorded as of the dividend
record date. Interest income is recorded on the accrual
basis. The cost of securities sold is determined on a
moving average cost basis.
D. Net Appreciation (Depreciation) in Fair Value of Investments
------------------------------------------------------------
The Plan presents in the statement of changes in net
assets available for benefits the net appreciation
(depreciation) in the fair value of its investments which
consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those
investments.
E. Contributions
-------------
Both Participant and Company contributions are recorded and
transferred to the trustee within two weeks of the date the
Participant contributions are withheld from the Participant's
compensation.
F. Withdrawals and Distributions
-----------------------------
Withdrawals and distributions from the Plan are recorded at
the fair value of the distributed investments, plus cash paid
in lieu of fractional shares where applicable. Withdrawals
and distributions are recorded when paid.
G. Use of Estimates
----------------
Financial statements prepared in conformity with generally
accepted accounting principles require management to make
estimates and assumptions that significantly affect amounts
and disclosures reported therein. Actual results could
differ from those estimates.
NOTES TO FINANCIAL STATEMENTS, continued
3. Investments
-----------
The following presents investments that represent 5 percent or
more of the Plan's net assets:
December 31, 2001 December 31, 2000
----------------- -----------------
M&I Diversified Stock Fund,
0 and 11,304 units,
respectively $ -- $ 307,072
Vanguard Index Trust 500
Portfolio Fund, 0 and 10,671
units, respectively -- 1,300,309
Managers Special Equity Fund,
0 and 4,262 units,
respectively -- 327,291
American Century 20th Century
International Growth
Investment Fund, 0 and
25,470 units, respectively -- 278,385
Investment in Modine Company
Stock Master Trust Fund,
0 and 113,568 units,
respectively -- 2,552,370*
* Participant and non-participant directed
During 2001, the Plan's investments (including gains and losses
on investments bought and sold, as well as held during the year)
appreciated in value by $68,955 as follows:
Mutual Funds $(337,567)
Master Trust Investment 406,522
---------
$ 68,955
=========
4. Master Trust Information
------------------------
The Plan's allocated share of the Master Trust's net assets at
December 31, 2001 and 2000 is as follows:
Plan's Share of Master
Trust's Net Assets
----------------------
2001 2000
---- ----
Modine Company Stock Master
Trust Fund 0% 20.30%
NOTES TO FINANCIAL STATEMENTS, continued
4. Master Trust Information, continued
------------------------
The following assets are held in the Modine Company Stock
Master Trust Fund at December 31, 2001 and December 31, 2000:
2001 2000
---- ----
Modine Common Stock $17,466,984 $12,223,576
Receivables, net 920 2,425
Cash and cash equivalents 494,272 354,426
----------- -----------
Total $17,962,176 $12,508,427
=========== ===========
Investment income for the Modine Company Stock Master Trust
Fund for the year ended December 31, 2001 is as follows:
Net appreciation in fair
value of Modine Common Stock $1,345,633
Interest 19,836
Dividends 667,442
----------
Total $2,032,911
==========
5. Nonparticipant -Directed Investments
------------------------------------
The Modine Company Stock Master Trust Fund includes certain
nonparticipant-directed amounts. Information about the net
assets and the significant components of the changes in net
assets relating to the nonparticipant-directed investments is
as follows:
December 31, 2201 December 31, 2000
----------------- -----------------
Net Assets:
Common Stock $ -- $1,935,517
Year Ended
December 31, 2001
-----------------
Changes in Net Assets:
Contributions $ 478,464
Net appreciation 291,389
Benefits paid to Participants (130,474)
---------
$ 639,379
=========
NOTES TO FINANCIAL STATEMENTS, continued
6. Plan Termination
----------------
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any time
and to terminate the Plan subject to the provisions of ERISA.
7. Number of Participants
----------------------
Prior to the Plan merger, discussed in Note 13, there were 835
Participants in the Plan as of December 31, 2001. The number
of Participants investing in each of the Plan's funds as of
that date is as follows. Participants may be included in more
than one fund, as applicable.
Marshall Money Market Fund 105
M&I Diversified Income Fund 110
M&I Growth Balanced Fund 208
M&I Diversified Stock Fund 252
Vanguard Index Trust 500 Portfolio Fund 611
Managers Special Equity Fund 260
American Century 20th Century
International Growth Investment Fund 226
Legg Mason Value Fund 21
MFS Massachusetts Investors Growth Fund 4
Strong Opportunity Fund 21
Modine Company Stock Fund 834
8. Units and Unit Values
---------------------
The following funds are accounted for on a unitized, daily-
valued fund basis. The number of units, which are calculated
daily by the trustee, and unit values of net assets as of
December 31, 2001 were:
Units Unit Value
----- ----------
Marshall Money Market Fund -- $ --
M&I Diversified Income Fund -- --
M&I Growth Balanced Fund -- --
M&I Diversified Stock Fund -- --
Vanguard Index Trust 500 Portfolio Fund -- --
Managers Special Equity Fund -- --
American Century 20th Century
International Growth Investment Fund -- --
Legg Mason Value Fund -- --
MFS Massachusetts Investors Growth Fund -- --
Strong Opportunity Fund -- --
Modine Company Stock Fund -- --
9. Tax Status
----------
The Plan is intended to be a qualified profit sharing plan
under Section 401(a) and 401(k) of the Internal Revenue Code
NOTES TO FINANCIAL STATEMENTS, continued
9. Tax Status, continued
----------
("the Code"), and as such is not subject to Federal income
taxes. A request will be initiated with the IRS for a tax
determination letter for the Plan. The Plan administrator and
the Plan's tax counsel believe that the Plan is designed and is
currently being operated in compliance with the applicable
requirements of the Code.
10.Risks and Uncertainties
-----------------------
The Plan provides for various investment options in any
combinations of stocks, bonds, fixed income securities, mutual
funds, and other investment securities. Investment securities
are exposed to various risks, such as interest rate, market,
and credit. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term
would materially affect Participants' account balances and the
amounts reported in the statement of net assets available for
benefits and the statement of changes in net assets available
for benefits.
11.Related Party Transactions
--------------------------
At December 31, 2000, the Plan held shares of mutual funds
managed by Marshall & Ilsley Trust Company, and held units in
the Modine Company Stock Master Trust Fund. Marshall & Ilsley
acts as the Plan Trustee, and Modine Manufacturing Company acts
as the Plan Administrator. These transactions are allowable
party-in-interest transactions under ERISA and the regulations
promulgated thereunder.
12.Reconciliation of Financial Statement to Form 5500
--------------------------------------------------
The following is a reconciliation of net assets available for
benefits per the financial statements to the Form 5500:
December 31, 2001 December 31, 2000
----------------- -----------------
Net assets available for
benefits per the
financial statements $ -- $5,373,242
Amounts allocated to
withdrawing Participants -- (9,414)
--------- ----------
Net assets available
for benefits per the
Form 5500 $ -- $5,363,828
========= ==========
NOTES TO FINANCIAL STATEMENTS, continued
12.Reconciliation of Financial Statement to Form 5500, continued
--------------------------------------------------
The following is a reconciliation of benefits paid to
Participants per the financial statements to the Form 5500:
Year Ended
December 31, 2001
-----------------
Benefits paid to Participants per the
financial statements $392,087
Add: Amounts allocated to withdrawing
Participants at December 31, 2001 --
Less: Amounts allocated to withdrawing
Participants at December 31, 2000 (9,414)
--------
Benefits paid to Participants per the
Form 5500 $382,673
========
Amounts allocated to withdrawing Participants are recorded on
the Form 5500 for benefit claims that have been processed and
approved for payment prior to December 31 but not
yet paid as of that date.
13.Plan Merger
-----------
Effective December 31, 2001 the Modine 401(K) Retirement Plan
for Hourly Union Employees was merged into the Modine 401(K)
Retirement Plan for Hourly Non-Union Employees. Accordingly,
all assets were transferred from the former Modine 401(K)
Retirement Plan for Hourly Union Employees to the Modine 401(K)
Retirement Plan for Hourly Non-Union Employees on December 31,
2001. Marshall & Ilsley Trust Company serves as the trustee
for both the former Modine 401(K) Retirement Plan for Hourly
Union Employees as well as the Modine 401(K) Retirement Plan
for Hourly Non-Union Employees.
SUPPLEMENTAL SCHEDULE
MODINE 401(K) RETIREMENT PLAN
FOR HOURLY UNION EMPLOYEES
Schedule H, Line 4j - Schedule of Reportable Transactions
for the year ended December 31, 2001
(a) (b) (c) (d) (g) (h) (i)
Description of Current
of Asset Value of Net
(include interest Asset on Gain
Identity of rate and maturity Selling Cost Transaction or
Party Involved in case of a loan Purchase Price Price of Asset Date (Loss)
-------------- ----------------- -------------- ------- ---------- ---------- ------
Purchases of
investments:
The Vanguard Vanguard Index $558,493 (54) $558,493 $558,493 $ --
Group Trust 500
Portfolio Fund
Modine Modine 939,525 (51) 939,525 939,525 --
Manufacturing Manufacturing
Company Company Stock
Master Trust Fund
(A) Columns E and F, Lease rental and Expense incurred with
transactions respectively, are omitted, as they are not
applicable.
(B) The figures in parentheses indicate the number of
transactions in total series. A single transaction is
reported as part of a series of transactions, whenever
possible.
EXHIBITS TO ANNUAL REPORT ON FORM 11-K
The exhibits listed below are filed as part of this Annual Report
on Form 11-K. Each exhibit is listed according to the number
assigned to it in the Exhibit Table of Item 601 of Regulation S-K.
Exhibit
Number Description
------- -----------
4 Modine 401(k) Retirement Plan for Hourly Union Employees
(Incorporated by reference to Exhibits 99(a) and (b) to
the companies filing of Form S-8 dated October 26, 1998
and October 20, 2000).
23 Consent of Independent Accountants, filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the members of the Committee which administers the Plan
have duly caused this annual report to be signed by the
undersigned hereunto duly authorized.
MODINE 401(K) RETIREMENT PLAN
FOR HOURLY UNION EMPLOYEES
June 24, 2002 DAVE B. SPIEWAK
------------- -------------------------------------
Committee Member - Dave B. Spiewak
ROGER L. HETRICK
-------------------------------------
Committee Member - Roger L. Hetrick
DEAN R. ZAKOS
-------------------------------------
Committee Member - Dean R. Zakos