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): October 17, 2002 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 8 pages Item 5. Other Information. ----------------- On October 16, 2002, Modine reported net earnings of $6.3 million or $0.19 per fully diluted share, for its second fiscal quarter, which ended on September 26, 2002, and forecast that fiscal 2003 earnings per share would be modestly down from its fiscal 2002 pro forma results. A copy of the relevant news release is attached hereto as Exhibit 20. This report 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. 16 Not applicable. 17 Not applicable. *20 News Release of Modine Manufacturing Company dated October 16, 2002 4 23 Not applicable. 24 Not applicable. 27 Not applicable. *99 Important Factors and Assumptions Regarding Forward-Looking Statements 8 *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: October 17, 2002 MODINE MANUFACTURING COMPANY By: D. R. JOHNSON ---------------------------------- D. R. Johnson, Chairman and Chief Executive Officer By: D. R. ZAKOS ---------------------------------- D. R. Zakos, Vice President, General Counsel, and Secretary