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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000067347-01-500032.txt : 20010720
<SEC-HEADER>0000067347-01-500032.hdr.sgml : 20010720
ACCESSION NUMBER:		0000067347-01-500032
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20010718
ITEM INFORMATION:		
FILED AS OF DATE:		20010719

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MODINE MANUFACTURING CO
		CENTRAL INDEX KEY:			0000067347
		STANDARD INDUSTRIAL CLASSIFICATION:	MOTOR VEHICLE PARTS & ACCESSORIES [3714]
		IRS NUMBER:				390482000
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-01373
		FILM NUMBER:		1684395

	BUSINESS ADDRESS:	
		STREET 1:		1500 DEKOVEN AVE
		CITY:			RACINE
		STATE:			WI
		ZIP:			53403
		BUSINESS PHONE:		2626361200
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>r8kjul.txt
<TEXT>


               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, 2001


                  MODINE MANUFACTURING COMPANY
- ---------------------------------------------------------------------
     (Exact name of registrant as specified in its charter)



      Wisconsin                1-1373             39-0482000
- --------------------      ---------------     -------------------
   (State or other          (Commission         (I.R.S. Employer
   jurisdiction of          File Number)      Identification No.)
    incorporation)


1500 DeKoven Avenue, Racine, Wisconsin               53403
- ------------------------------------------       ------------
(Address of principal executive offices)          (Zip Code)



Registrant's telephone number, including
area code:                                       (262) 636-1200
                                                 --------------


                         NOT APPLICABLE
- ---------------------------------------------------------------------
 (Former name or former address, if changed since last report.)



           An Exhibit Index appears on Page 2 herein.


                        Page 1 of 9 pages




<PAGE>
Item 5.  Other Information.
         -----------------

     On July 18, 2001, Modine reported net earnings of $10.2
million, or 31 cents per fully diluted share, for its first
fiscal quarter, which ended on June 26, 2001.  This report was
made at Modine's Annual Meeting of Shareholders, at which Modine
also reported anticipated improvement in overall revenues in the
second half of the current fiscal year.

     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.
         ---------------------------------

     (c)  Exhibits.
          --------

Reference Number
per Item 601 of
Regulation S-K                                                      Page
- ----------------                                                    ----

      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,
                    1997).

      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).
<PAGE>
Reference Number
per Item 601 of
Regulation S-K                                                      Page
- ----------------                                                    ----


      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 Minesota, N.A.] (Rights
                    Agent) (filed by reference to the
                    exhibit contained within the
                    Registrant's Quarterly Report on
                    Form 10-Q dated December 26, 1997).

                    Note:  The amount of long-term debt
                    ----
                    authorized under any instrument
                    defining the rights of holders of
                    long-term debt of the Registrant,
                    other than as noted above, does not
                    exceed ten percent of the total
                    assets of the Registrant and its
                    subsidiaries on a consolidated
                    basis.  Therefore, no such
                    instruments are required to be
                    filed as exhibits to this Form.
                    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
                    Manufacturing Company dated
                    July 18, 2001                                    6

     23             Not applicable.

     24             Not applicable.

     27             Not applicable.

    *99             Important Factors and Assumptions
                    Regarding Forward-Looking Statements             9

*Filed herewith.

<PAGE>

                           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, 2001

                              MODINE MANUFACTURING COMPANY


                              By:   D. R. JOHNSON
                                 --------------------------------
                                   D. R. Johnson, President
                                   and Chief Executive Officer


                              By:   D. R. ZAKOS
                                 --------------------------------
                                   D. R. Zakos, Vice President,
                                     General Counsel, and
                                     Secretary

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-20
<SEQUENCE>2
<FILENAME>rex20.txt
<DESCRIPTION>NEWS RELEASE
<TEXT>

                         EXHIBIT 20

                        NEWS RELEASE




Immediate

Gerald J. Sweda

(262) 636-1361


Modine reports first-quarter net earnings down from prior year

but more than double preceding fourth-quarter reported earnings

     RACINE, Wis., July 18, 2001 - Modine Manufacturing

Company (Nasdaq: MODI) today, at its Annual Meeting of

Shareholders, reported net earnings of $10.2 million, or 31

cents per fully-diluted share, for its fiscal first quarter,

which ended on June 26, 2001. Modine's net earnings for the

current period were down 46.8 percent compared with the

prior year, reflecting continued softness across several of

the company's key markets. Net earnings for both periods

have been restated to include results for Thermacore

International, Inc., a wholly-owned subsidiary of Modine,

acquired on April 27, 2001, in a pooling-of-interests

transaction. Modine's net profits for the current quarter

were reduced by a one-time, pre-tax charge of $3.1 million

related to the Thermacore transaction, while prior-year results

were increased by a one-time, pre-tax gain of $1.9 million

stemming from the settlement of patent litigation.  Excluding

transaction costs, the Thermacore acquisition is expected to be

accretive to Modine's earnings on a full-year basis in fiscal 2002.

     Revenues of $280.6 million for the fiscal-2002 first

quarter were 6.6-percent lower than the year before.  Modine's

fiscal-2002 first-quarter sales to all markets were down except
<PAGE>
for sales to the off-highway-equipment market, which were up

slightly, and to the passenger-car and light-truck market, which

were flat compared with the same period in the prior year. Volume

increases in Europe were again offset by the continuing strength

of the U.S. dollar. The currency-translation effect in the quarter

reduced revenues by $5.1 million.

     Although the company's markets have not yet fully

recovered, Modine is encouraged by the progress of its pre-

acquisition businesses in the fiscal first quarter, which

had earnings that were more than double fiscal-2001's fourth-

quarter results, a strong indication that business conditions are

starting to improve in the company's core markets.

     As of the end of June, total assets of $923.4 million were

three percent lower than one year ago. Total interest-bearing

debt was $173.7 million, down 14 percent from one year ago.

     At its Annual Meeting, Modine stated that fiscal 2002

is starting below the first two quarters of the prior year

but stronger than the last two quarters of fiscal 2001, when

the U.S. economy weakened and several key markets,

particularly the light-vehicle and heavy truck industries,

drastically curtailed production. Modine also reported that

new programs beginning in the current fiscal year - such as

the powertrain cooling modules the company supplies for the

new Jeep Liberty, a similar cooling-module program for the

Dodge Ram pickup truck, and EGR (exhaust-gas-recirculation)

coolers for diesel-engine passenger cars in Europe - should

help to counterbalance the effects of continued softness in

the company's key markets.

     Modine stated that overall revenues this fiscal year

will be close to fiscal-2001 levels, with the first half
<PAGE>
down from the year before, but with improvement coming in

the second half of the fiscal year. Earnings, excluding

prior-year patent-settlement gains, are expected to follow

this same pattern, gaining momentum during the year.

Modine's goal is to continue its focus on cash flow through

improved working-capital management, which should help the

company once again generate operating cash flows near fiscal

2001's record levels. Modine's operating cash flow for the

first quarter was $30.2 million, down from the prior year's

exceptionally strong $42.8 million, but in line with the

company's annualized goal for fiscal 2002. In addition,

Modine expects capital expenditures to continue their

downward trend in fiscal 2002, falling below last year's

total.

     Modine specializes in thermal management, bringing

technology to diversified markets. Core markets include:

powertrain cooling of internal combustion engines, vehicular

and building HVAC (heating, ventilating, air-conditioning),

electronics, and various industrial and refrigeration

markets. Modine is on the Internet at www.modine.com.

     This news release contains forward-looking statements

that involve assumptions, risks, and uncertainties, and

Modine's actual future results, performance, or achievements

may differ materially from those expressed or implied in

these statements. A detailed discussion of factors that

could affect Modine's results are on page 19 of Modine's

fiscal-2001 Annual Report to Shareholders and in other

public filings with the U.S. Securities and Exchange

Commission. Modine doesn't assume any obligation to update

any of these forward-looking statements.
<PAGE>


                Modine Manufacturing Company
Consolidated statements of earnings for the first quarter
ended June 26, 2001 and 2000 (unaudited) *

                                   (In thousands, except per-share amounts)
- ---------------------------------------------------------------------------
                                                      Three months
                                                      ended June 26
                                                  2001              2000
- ---------------------------------------------------------------------------

Net sales                                       $280,631          $300,441
Cost of sales                                    206,668           212,554
                                                ---------------------------
Gross profit                                      73,963            87,887
Selling, general, & administrative expenses       56,521            56,432
                                                ---------------------------
Income from operations                            17,442            31,455
Interest (expense)                                (2,065)           (2,292)
Patent settlement                                      0             1,875
Other income - net                                 1,537               756
                                                ---------------------------
Earnings before income taxes                      16,914            31,794
Provision for income taxes                         6,696            12,581
                                                ---------------------------
Net earnings                                    $ 10,218          $ 19,213
                                                ===========================

Net earnings as a percent of net sales              3.6%              6.4%
Net earnings per share of common stock:
  Basic                                            $0.31             $0.60
  Assuming dilution                                 0.31              0.59
Weighted average shares outstanding:
  Basic                                           32,884            32,168
  Assuming dilution                               33,198            32,783
Net cash provided by operating activities        $30,184           $42,760
Earnings before interest expense, income taxes,
   depreciation, and amortization expense        $33,067           $46,741
Dividends paid per share                           $0.25             $0.25


Comprehensive (loss)/earnings, which represents net earnings
adjusted by the change in foreign-currency translation and
minimum pension liability recorded in shareholders' equity,
for the periods ended June 26, 2001 and 2000, respectively,
were ($1,862) and $15,627 for 3 months.











<PAGE>
Consolidated condensed balance sheets (unaudited) *
                                                             (In thousands)
- ----------------------------------------------------------------------------
                                           June 26, 2001     March 31, 2001
- ----------------------------------------------------------------------------

Assets
- ------
 Cash and cash equivalents                   $  30,337         $  21,744
 Trade receivables - net                       185,354           177,972
 Inventories                                   149,055           153,096
 Other current assets                           43,319            55,248
                                             ---------------------------
     Total current assets                      408,065           408,060
                                             ===========================

 Property, plant, and equipment - net          357,428           366,854
 Other noncurrent assets                       157,954           162,264
                                             ---------------------------
     Total assets                            $ 923,447         $ 937,178
                                             ===========================

Liabilities
- -----------
 Debt due within one year                    $  14,889         $  45,160
 Accounts payable                               78,481            80,028
 Other current liabilities                      90,036            84,822
                                             ---------------------------
     Total current liabilities                 183,406           210,010
                                             ===========================

 Long-term debt                                158,814           137,766
 Deferred income taxes                          31,853            31,796
 Other noncurrent liabilities                   38,150            38,909
                                             ---------------------------
     Total liabilities                         412,223           418,481
                                             ===========================

Shareholders' equity                           511,224           518,697
- --------------------                         ---------------------------
     Total liabilities and
      shareholders' equity                   $ 923,447         $ 937,178
                                             ===========================

* In April 2001, Modine acquired Thermacore International, Inc., in a
merger accounted for as a pooling of interests. Financial statements are
presented as though Thermacore had always been a part of Modine.

<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>rnew99.txt
<DESCRIPTION>FORWARD LOOKING STATEMENT
<TEXT>


                           EXHIBIT 99

                IMPORTANT FACTORS AND ASSUMPTIONS
              REGARDING FORWARD-LOOKING STATEMENTS

This report contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995 that are subject to risks and uncertainties.  Forward-looking
statements include information concerning future financial
results of Modine.  Also, when words such as "intend,"
"anticipate," "believe," "expect," or "plan," or similar
expressions are used, these words indicate forward-looking
statements.  These statements are not guarantees of future
performance and involve known risks and unknown risks,
uncertainties, and other factors that may cause the actual
results, performance, or achievements to differ materially from
the future results, performance, or achievements expressed or
implied in the forward-looking statements.  These factors include
the ability of Modine to compete for business, the ability of
various customers and suppliers to achieve projected sales and
production levels, the cyclical nature of the vehicular industry,
work stoppages at major customers, competitive pressures on sales
and pricing, increases in production or material costs that
cannot be recouped in product pricing, the ability to improve
acquisitions' operations, and international economic conditions.
Modine does not assume any obligation to update any of these
forward-looking statements.


<PAGE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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