SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported): July 18, 2002
MODINE MANUFACTURING COMPANY
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(Exact name of registrant as specified in its charter)
Wisconsin 1-1373 39-0482000
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1500 DeKoven Avenue, Racine, Wisconsin 53403
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code: (262) 636-1200
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
An Exhibit Index appears on Page 2 herein.
Page 1 of 9 pages
Item 5. Other Information.
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On July 17, 2002, Modine reported net earnings of $10.4
million or $0.31 per fully diluted share , for its first fiscal
quarter, which ended on June 26, 2002. This report was made at
Modine's Annual Meeting of Shareholders, at which Modine also
reported that it estimates fiscal 2002 pro forma earnings per
share to be $1.02, and expects its fiscal 2003 earnings per share
will be in line with its fiscal 2002 pro forma results.
A copy of the relevant news release is attached hereto as
Exhibit 20. This release contains forward-looking statements, which
involve risks and uncertainties. Actual results could differ
materially from those projected in the forward-looking statements.
A copy of the Important Factors and Assumptions Regarding Forward-
Looking Statements is attached hereto as Exhibit 99.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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Reference Number
per Item 601 of
Regulation S-K Page
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1 Not applicable.
2 Not applicable.
4(a) Rights Agreement dated as of October 16,
1986 between the Registrant and First
Chicago Trust Company of New York
[formerly the First National Bank of
Chicago] (Rights Agent) (filed by
reference to the Exhibit contained
in the Registrant's Annual Report on
Form 10-K for the fiscal year ended
March 31, 2002).
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 Registrant's
Annual Report on Form 10-K for the
fiscal year ended March 31, 2000).
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 Registrant's
Annual Report on Form 10-K for the
fiscal year ended March 31, 2000).
Reference Number
per Item 601 of
Regulation S-K Page
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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 Registrant's
Annual Report on Form 10-K for the
fiscal year ended March 31, 2001).
4(b)(iv) Rights Agreement Amendment No. 4 dated
as of November 10, 1997 between the
Registrant and Norwest Bank Minnesota,
N.A., [now known as Wells Fargo Bank
Minnesota, N.A.] (Rights Agent) (filed
by reference to the Registrant's Annual
Report on Form 10-K for the fiscal year
ended March 31, 2002).
4(c) Bank One Credit Agreement dated April 17,
2002 (filed by reference to the Registrant's
Annual Report on Form 10-K for the fiscal
year ended March 31, 2002).
Note: The amount of long-term debt
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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. The
Registrant agrees to furnish copies of such
instruments to the Commission upon request.
16 Not applicable.
17 Not applicable.
*20 News Release of Modine Manufacturing 6
Manufacturing Company dated July 17,
2002
23 Not applicable.
24 Not applicable.
27 Not applicable.
*99 Important Factors and Assumptions 9
Regarding Forward-Looking Statements
*Filed herewith.
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 hereunto duly authorized.
Date: July 18, 2002
MODINE MANUFACTURING COMPANY
By: D. R. JOHNSON
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D. R. Johnson, Chairman
and Chief Executive Officer
By: D. R. ZAKOS
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D. R. Zakos, Vice President,
General Counsel, and Secretary