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 SALARIED 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 SALARIED EMPLOYEES
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTAL SCHEDULES, 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 SCHEDULES:
Schedule H, Line 4i - Schedule of assets held for
investment purposes as of December 31, 2001 16
Schedule H, Line 4j - Schedule of reportable transactions
for the year ended December 31, 2001 17
Exhibits to Annual Report on Form 11-K 18
Signatures 19
Consent of Independent Accountants 20
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 Salaried 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 Salaried 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 schedules of Assets Held for Investment Purposes as
of December 31, 2001 and Reportable Transactions for the year
ended December 31, 2001 are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements but are 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. These supplemental schedules are the responsibility of
the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are 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 SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFTIS
December 31, 2001 and December 31, 2000
2001 2000
---- ----
ASSETS
------
Investments $22,156,537 $16,251,878
Cash and cash equivalents (Note 13) 15,595,710 --
Participant loans 270,051 209,355
----------- -----------
Total investments 38,022,298 16,461,233
----------- -----------
Receivables:
Employer contributions 74,309 125,035
Participant contributions 224,381 185,441
Accrued dividends 1,022 1,549
----------- -----------
Total receivables 299,712 312,025
----------- -----------
Net assets available for benefits $38,322,010 $16,773,258
The accompanying notes are an integral part of the financial statements.
MODINE 401(K) RETIREMENT PLAN
FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 2001
Additions:
Investment income (loss):
Net depreciation in fair value of investments $ (201,285)
Interest 23,678
Dividends 78,183
-----------
Total investment loss (99,424)
-----------
Contributions:
Participant 5,303,708
Employer 1,615,756
Rollover contributions 111,163
-----------
Total contributions 7,030,627
-----------
Transfers 30,713
-----------
Total additions 6,961,916
-----------
Deductions:
Distributions to participants 1,006,824
Administrative costs 2,050
-----------
Total deductions 1,008,874
-----------
Transfer in due to Plan merger (Note 13) 15,595,710
-----------
Net increase in net assets available for benefits 21,548,752
Net assets available for benefits:
Beginning of year 16,773,258
-----------
End of year $38,322,010
The accompanying notes are an integral part of the financial statements.
MODINE 401(K) RETIREMENT PLAN
FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
-------------------
The following description of the Modine 401(k) Retirement Plan
for Salaried 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 salaried 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 salary 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
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
NOTES TO FINANCIAL STATEMENTS, continued
1. Description of Plan, continued
-------------------
C. Participant Accounts, continued
____________________
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
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.
NOTES TO FINANCIAL STATEMENTS, continued
1. Description of Plan, continued
-------------------
E. Investment Options, contnued
------------------
Investment Fund Primary Investments
---------------------------------------------------------------------
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
Portfolio Fund percentages of common stocks as the
Standard & Poor's 500 Composite
Stock Price Index.
Managers Special Equity Securities of companies with small
Fund to medium market capitalizations
that have potential for superior
growth of earnings.
American Century 20th Primarily invests in common stock
Century International of foreign companies that meet
Growth Investment Fund certain 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
Investors Growth Stock Fund stocks or convertibles issued
by companies 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, contnued
------------------
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
$479. These accounts will be 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 363,811 295,820
Market Price $9,551,993 $6,648,384
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, -
and 36,087 units, respectively -- 980,318
M&I Growth Balanced Fund, - and
40,692 units, respectively -- 872,243
Vanguard Index Trust 500
Portfolio Fund, 48,873 and
34,503 units, respectively 5,175,143 4,204,485
Managers Special Equity Fund,
29,704 and 20,782 units,
respectively 2,097,127 1,596,045
American Century 20th Century
International Growth Investment
Fund, - and 119,015 units,
respectively -- 1,300,829
Investment in Modine Company Stock
Master Trust Fund, 363,811 and
295,820 units, respectively 9,551,993* 6,648,384*
* 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)
depreciated in value by $(201,285) as follows:
Mutual Funds $(1,278,090)
Master Trust Investment 1,076,805
-----------
$ (201,285)
===========
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 53.22% 52.87%
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 $12,580,427
=========== ===========
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, 2001 December 31, 2000
----------------- -----------------
Net Assets:
Common Stock $7,865,722 $5,711,929
Year Ended
December 31, 2001
-----------------
Changes in Net Assets:
Contributions $1,615,756
Net appreciation 880,380
Benefits paid to
Participants (342,343)
----------
$2,153,793
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
1,173 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 176
M&I Diversified Income Fund 212
M&I Growth Balanced Fund 353
M&I Diversified Stock Fund 412
Vanguard Index Trust 500 938
Portfolio Fund
Managers Special Equity Fund 581
American Century 20th Century
International Growth Investment Fund 510
Legg Mason Value Fund 109
MFS Massachusetts Investors
Growth Fund 40
Strong Opportunity Fund 102
Modine Company Stock Fund 1,172
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 602,526 $ 1.00
M&I Diversified Income Fund 32,049 16.64
M&I Growth Balanced Fund 57,474 20.67
M&I Diversified Stock Fund 51,341 24.73
Vanguard Index Trust 500 Portfolio Fund 48,873 105.89
Managers Special Equity Fund 29,704 70.60
American Century 20th Century
International Growth Investment Fund 164,780 7.97
Legg Mason Value Fund 4,758 50.06
MFS Massachusetts Investors Growth Fund 2,427 12.89
Strong Opportunity Fund 3,977 39.29
Modine Company Stock Fund 363,811 26.26
NOTES TO FINANCIAL STATEMENTS, continued
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
("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, 2001 and 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 $38,322,010 $16,773,258
Amounts allocated to
withdrawing Participants -- --
----------- -----------
Net assets available for
benefits per the Form 5500 $38,322,010 $16,773,258
=========== ===========
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 $1,006,824
Add: Amounts allocated to withdrawing
Participants at December 31, 2001 --
----------
Benefits paid to Participants per the
Form 5500 $1,006,824
==========
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 Subsidiaries 401(K)
Defined Contribution Plan, the Modine Climate Systems, Inc.
Employee Savings Plan and the Thermacore International, Inc.
401(K) Profit Sharing Plan, as said Plans provide for employees
classified as salaried, were merged into the Modine 401(K)
Retirement Plan for Salaried Employees. Accordingly, all
assets were liquidated to cash and transferred from New York
Life Trust Company, trustee of the former Modine Subsidiaries
401(K) Defined Contribution Plan and the Modine Climate
Systems, Inc. Employee Savings Plan and Fulton Bank, trustee of
the former Thermacore International, Inc. 401(K) Profit Sharing
Plan, to Marshall & Ilsley Trust Company, trustee of the Modine
401(K) Retirement Plan for Salaried Employees on December 31,
2001.
14.Subsequent Event
----------------
The Plan was amended to increase the amount Participants may
contribute to the Plan from up to 15% of base pay to 50% of
base pay, subject to certain statutory limitations, effective
January 1, 2002.
SUPPLEMENTAL SCHEDULES
MODINE 401(K) RETIREMENT PLAN
FOR SALARIED EMPLOYEES
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes
at December 31, 2001
--------------
(a) (b) (c) (d) (e)
---------------------------------------
Description of
investment including
Identity of issue, maturity date, rate of
borrower, lessor interest, collateral Shares or Current
or similar party par or maturity value Units Cost Value
--- -------------------- -------------------------- --------- ----------- -----------
* Marshall Funds, Inc. Marshall Money Market Fund 602,526 $ 602,526 $ 602,526
(interest bearing cash)
* Marshall & Ilsley Diversified Income Fund 32,049 503,505 533,385
Trust Company Growth Balanced Fund 57,474 1,175,440 1,187,779
Diversified Stock Fund 51,341 1,323,152 1,269,538
The Vanguard Group Vanguard Index Trust 500 48,873 5,899,441 5,175,143
Portfolio Fund
The Managers Special Equity Fund 29,704 2,328,335 2,097,127
Funds, L.P.
American Century Twentieth Century 164,780 1,805,557 1,313,300
World Mutual Funds, International
Inc. Growth Fund
Legg Mason Value Fund 4,758 257,732 238,191
MFS Massachusetts Growth Fund 2,427 31,467 31,287
Investors
Strong Opportunity Fund 3,977 158,286 156,268
* Modine Manufacturing Common Stock and 363,811 10,007,578 9,551,993
Company Marshall Money
Market Fund
* Participant Loans 9.00 - 10.50% interest 270,051
rate, various
maturity dates
* Represents party in interest to the Plan.
MODINE 401(K) RETIREMENT PLAN
FOR SALARIED 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 Managers Managers Special $ 886,863 (57) $ 886,863 $ 886,863 $ --
Fund, LP Equity Fund
The Vanguard Vanguard Index 2,209,413 (65) 2,209,413 2,209,413 --
Group Trust 500
Portfolio Fund
Modine Common Stock and 2,531,459 (73) 2,531,459 2,531,459 --
Manufacturing Marshall Money
Company Market 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 Salaried 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 SALARIED 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