-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WL3AfzN234adhd8Xu3vP3wk/0WNmrrRe0uh9OM0IDxwqLU3gMoDT4W5JlcX4S7Iw uSnL9UcEO1agv5Pcd3vk4Q== 0000807249-97-000359.txt : 19971001 0000807249-97-000359.hdr.sgml : 19971001 ACCESSION NUMBER: 0000807249-97-000359 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970930 SROS: NASD SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-10880 FILM NUMBER: 97688093 BUSINESS ADDRESS: STREET 1: 1500 DEKOVEN AVE CITY: RACINE STATE: WI ZIP: 53403 BUSINESS PHONE: 4146361200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GABELLI FUNDS INC ET AL CENTRAL INDEX KEY: 0000807249 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133056041 STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580-1434 BUSINESS PHONE: 9149215128 MAIL ADDRESS: STREET 1: GABELLI FUNDS STREET 2: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580 SC 13D/A 1 AMENDMENT TO SCHEDULE 13D THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 902(g) OF REGULATION S-T SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Modine Manufacturing Company (Name of Issuer) Common Stock Par Value $0.625 Per Share (Title of Class and Securities) 607828100 (CUSIP Number of Class of Securities) James E. McKee, Gabelli Funds, Inc., One Corporate Center, Rye, NY 10580-1434 (914) 921-5294 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 16, 1997 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this State- ment because of Rule 13d-1(b)(3) or (4), check the following box: ____ /___/ _________________________________________________________________ CUSIP No. 607828100 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gabelli Funds, Inc. I.D. No. 13-3056041 _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ____ (a) /___/ ____ (b) /___/ _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS* OO-Funds of investment company clients _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____ / / _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION New York _________________________________________________________________ : (7) SOLE VOTING POWER : 483,000 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None (Item 5) OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 483,000 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None (Item 5) _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 483,000 (Item 5) _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* _____ / x / _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.62% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* HC, IA, CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! ________________________________________________________________ CUSIP No. 607828100 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GAMCO Investors, Inc. I.D. No. 13-2951242 _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ____ (a) /___/ ____ (b) /___/ _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS* OO-Funds of investment advisory clients _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____ / x / _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION New York _________________________________________________________________ : (7) SOLE VOTING POWER : 989,300 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 1,000,200 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,200 (Item 5) _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ____ /___/ _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 3.36% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* IA, CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _________________________________________________________________ CUSIP No. 607828100 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gabelli International Limited I.D. No. Foreign Corporation _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ____ (a) /___/ ____ (b) /___/ _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS* WC _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ /___/ _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands _________________________________________________________________ : (7) SOLE VOTING POWER : 20,000 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 20,000 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000 (Item 5) _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ____ /___/ _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.07% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _________________________________________________________________ CUSIP No. 607828100 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gabelli & Company, Inc. I.D. No. 13-2885006 _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ____ (a) /___/ ____ (b) /___/ _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS* WC _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ______ / X / _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION New York _________________________________________________________________ : (7) SOLE VOTING POWER : 42 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None (Item 5) OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 42 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None (Item 5) _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42 (Item 5) _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ____ /___/ _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.00% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* BD, CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _________________________________________________________________ CUSIP No. 607828100 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gabelli Asset Management Company International Advisory Services Ltd. _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ____ (a) /___/ ____ (b) /___/ _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS* 00-Funds of clients _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ /___/ _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda _________________________________________________________________ : (7) SOLE VOTING POWER : 1,000 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 1,000 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000 (Item 5) _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ____ /___/ _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.00% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! ________________________________________________________________ CUSIP No. 607828100 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mario J. Gabelli _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ____ (a) /___/ ____ (b) /___/ _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS* None _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ / / _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION USA _________________________________________________________________ : (7) SOLE VOTING POWER : None (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : None (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (Item 5) _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* _____ / x / _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.00% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* IN _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer The class of equity securities to which this statement on Schedule 13D relates is the Common Stock, par value $0.625 per share ("Securities"), of Modine Manufacturing Company (the "Issuer"), a Wisconsin corporation, with principal offices located at 1500 Dekoven Avenue, Racine, WI 53403. Item 2. Identity and Background This statement is being filed by Mario J. Gabelli ("Mr. Gabelli") and various entities which he directly or indirectly controls or for which he acts as chief investment officer. These entities, except for Lynch Corporation ("Lynch"), Spinnaker Industries, Incorporated ("Spinnaker"), Western New Mexico Telephone Company ("Western New Mexico"), Entoleter, Inc. ("Entole- ter"), Lynch Telecommunications Corporation ("Lynch Telecom"), Lynch Telephone Corporation ("Lynch Telephone") and Inter-Community Telephone Company ("Inter-Community") (collectively, "Lynch and its affiliates"), engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, as broker/dealer and as general partner of various private investment partnerships. Certain of these entities may also make investments for their own accounts. The foregoing persons in the aggregate often own beneficially more than 5% of a class of equity securities of a particular issuer. Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the 1% threshold presented for filing on Schedule 13G or implemen- tation of their investment philosophy may from time to time require action which could be viewed as not completely passive. In order to avoid any question as to whether their beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D form rather than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary. (a), (b) and (c) - This statement is being filed by one or more of the following persons: Gabelli Funds, Inc. ("GFI"), GAMCO Investors, Inc. ("GAMCO"), Gabelli Securities, Inc. ("GSI"), Gabelli & Company, Inc. ("Gabelli & Company"), Gabelli Performance Partnership L.P. ("GPP"), GLI, Inc. ("GLI"), Gabelli Associates Fund ("Gabelli Associates"), Gabelli Associates Limited ("GAL"), Gabelli & Company, Inc. Profit Sharing Plan (the "Plan"), Gabelli International Limited ("GIL"), Gabelli International II Limited ("GIL II"), Gabelli International Gold Fund Limited ("GIGFL"), ALCE Partners, L.P. ("ALCE"), Gabelli Multimedia Partners, L.P. ("Multimedia Partners"), Gabelli Asset Management Company Interna- tional Advisory Services Ltd. ("GIASL"),Gabelli Foundation, Inc. ("Foundation"), Mr. Gabelli, Lynch, Spinnaker, Western New Mexico, Entoleter, Lynch Telecom, Lynch Telephone and Inter-Community. Those of the foregoing persons signing this Schedule 13D are hereafter referred to as the "Reporting Persons". GAMCO, a wholly-owned subsidiary of GFI, is an investment adviser registered under the Investment Advisers Act of 1940, as amended ("Advisers Act"). GAMCO is an investment manager providing discretionary managed account services in the equity area for employee benefit plans, private investors, endowments and founda- tions. Gabelli & Company, a wholly-owned subsidiary of GSI, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended ("l934 Act"), which as a part of its business regularly purchases and sells securities for its own account. GLI, a wholly-owned subsidiary of GSI, is the trustee for the Gabelli-Rosenthal & Partners, L.P. Liquidating Trust. Gabelli Associates is a New York limited partnership whose primary business purpose is risk arbitrage investments. GSI and Mr. Gabelli are the general partners of Gabelli Associates. GAL is a corporation whose primary business purpose is risk arbitrage investments. Shares of GAL's Common Stock will be offered to persons who are neither citizens nor residents of the United States and may be offered to a limited number of U.S. investors. GSI is the investment manager of GAL. GSI, a majority-owned subsidiary of GFI, is a Delaware corporation which as a part of its business regularly purchases and sells securities for its own account. It is the immediate parent of Gabelli & Company. GFI is the ultimate parent company for a variety of companies engaged in the securities business, each of which is named above. In addition, GFI is an investment adviser registered under the Advisers Act. GFI is an investment adviser which presently provides discretionary managed account services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The Gabelli Growth Fund, The Gabelli Convertible Securities Fund, Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli Global Telecommunications Fund, Gabelli Gold Fund, Inc., The Gabelli Global Multimedia Trust Inc., The Gabelli Global Convert- ible Securities Fund, Gabelli Capital Asset Fund, Gabelli Interna- tional Growth Fund, Inc. and The Gabelli Global Interactive Couch Potato Fund (collectively, the "Funds"), which are registered investment companies. The Plan, a qualified employee profit sharing plan, covers substantially all employees of GFI and its affiliates. GPP, a Delaware limited partnership, is a limited partnership whose primary business purpose is investing in securities. Mr. Gabelli is the general partner and chief invest- ment officer of GPP. GIL is a corporation whose primary business purpose is investing in a portfolio of equity securities and securities convertible into, or exchangeable for, equity securities in order to achieve its investment objective of significant long-term growth of capital. Shares of GIL's common stock are offered to persons who are neither citizens nor residents of the United States and may be offered to a limited number of U.S. investors. The investments of GIL are managed by Mr. Gabelli who is also a director and Chairman of the Board of Directors of GIL. GIL II is a corporation whose business purpose is investing primarily in a portfolio of equity securities and securities convertible into, or exchangeable for, equity securities in order to achieve its investment objective of significant long-term growth of capital. Shares of GIL II's common stock are offered to persons who are neither citizens nor residents of the United States and may be offered to a limited number of U.S. investors. The investments of GIL II are managed by Mr. Gabelli who is also a director and Chairman of the Board of Directors of GIL II. ALCE is a Delaware investment limited partnership that seeks long-term capital appreciation primarily through investments in public and private equity securities. GSI is a general partner of ALCE. Multimedia Partners is a Delaware investment limited partnership whose objective is to provide long-term capital appreciation by investing primarily in public and private multime- dia communications companies. GSI is a general partner of Multimedia Partners. GIASL is a corporation whose primary business purpose is to provide advisory services to offshore funds. The Foundation is a private foundation. Mr. Gabelli is the President, a Trustee and the Investment Manager of the Foundation. Lynch, an Indiana corporation, is a diversified public company traded on the American Stock Exchange. Its subsidiaries are engaged in communications, services, and manufactured products. Spinnaker, a Delaware subsidiary of Lynch, is also a public company and its stock is traded through the NASDAQ System. Spinnaker is a diversified manufacturing firm with major subsidiaries in specialty adhesive-backed materials business. Another of Lynch's subsidiar- ies, Western New Mexico, provides telephone services in a service area in Southwestern New Mexico. Inter-Community, which is also a subsidiary of Lynch, provides local telephone services in an area 40 miles west of Fargo, North Dakota. Lynch and Spinnaker actively pursue new business ventures and acquisitions. Lynch and its affiliates make investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions (not in the case of Western New Mexico) and are not engaged in the business of investing, reinvesting, or trading in securities. Mr. Gabelli is Chairman of Lynch and owns beneficially 23.52% of the shares of common stock of Lynch. Mr. Gabelli is the majority stockholder and Chairman of the Board of Directors and Chief Executive Officer of GFI and the Chief Investment Officer for each of the Reporting Persons other than GIASL. GFI, in turn, is the sole stockholder of GAMCO. GFI is also the majority stockholder of GSI. Gabelli & Company is a wholly-owned subsidiary of GSI. GLI is a wholly-owned subsidiary of GSI. The Reporting Persons do not admit that they constitute a group. GFI, GAMCO, Gabelli & Company and GLI are New York corporations and GSI is a Delaware corporation, each having its principal business office at One Corporate Center, Rye, New York 10580-1434. GPP is a Delaware limited partnership having its principal business office at 8 Sound Shore Drive, Greenwich, Connecticut 06830. Gabelli Associates is a New York limited partnership having its principal business office at One Corporate Center, Rye, New York 10580-1434. GAL and GIL are corporations organized under the laws of the British Virgin Islands having their principal business office at c/o MeesPierson (Cayman) Limited, British American Centre, Dr. Roy's Drive-Phase 3, George Town, Grand Cayman, British West Indies. GIL II is a corporation organized under the laws of the British Virgin Islands having their principal business office at c/o Coutts & Company (Cayman) Limited, West Bay Road, Grand Cayman, British West Indies. GIASL is a Bermuda corporation with its principal business office at c/o Appleby, Spurling & Kempe, Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda. The Foundation is a private foundation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501. Lynch is an Indiana corporation having its principal business office at 8 Sound Shore Drive, Greenwich, CT 06830. Spinnaker is a Delaware corporation having its principal business office at 251 Welton Street, Hamden, CT 06511. For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, "Covered Persons"), reference is made to Schedule I annexed hereto and incorporated herein by reference. (d) and (e) - On December 8, 1994, the SEC instituted and simultaneously accepted offers for the settlement of an administrative proceeding against Gabelli & Company and GAMCO. The order instituting the proceeding included a finding, which Gabelli & Company and GAMCO neither admitted nor denied, that they failed to implement and maintain policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by not specifically addressing the special circumstances that arose from their affiliation with Lynch Corporation, a public company. To resolve this matter, Gabelli & Company and GAMCO agreed to cease and desist from violating Section 15(f) of the 1934 Act and Section 204A of the Advisers Act, respectively. They further agreed to each pay a civil penalty in the amount of $50,000, and to retain, and adopt the recommendations of, an independant consultant regarding their Section 15(f) and Section 204A policies and procedures. (f) - Reference is made to Schedule I hereto. Item 3. Source and Amount of Funds or Other Consideration All Reporting Persons used an aggregate of approximately $24,803,717 to purchase the Securities reported as beneficially owned in Item 5 below. GAMCO and GFI used approximately $18,407,230 and $5,745,620, respectively, of funds that were provided through the accounts of certain of their investment advisory clients (and, in the case of some of such accounts at GAMCO, may be through borrowings from client margin accounts) in order to purchase the Securities for such clients. Gabelli & Company used approximately $467 of working capital to purchase the Securities reported by it. GIL used approximately $624,800 of working capital to purchase the Securities reported by it. GIASL used approximately $25,600 of client funds to purchase the Securities reported by it. Item 4. Purpose of Transaction Each of the Reporting Persons, with the exceptions of Lynch and its affiliates, has purchased and holds the Securities reported by it for investment for one or more accounts over which it has shared, sole, or both investment and/or voting power, for its own account, or both. The Reporting Persons, with the exceptions of Lynch and its affiliates, are engaged in the business of securities analysis and investment and pursue an investment philosophy of identifying undervalued situations. In pursuing this investment philosophy, the Reporting Persons analyze the operations, capital structure and markets of companies in which they invest, including the Issuer, on a continuous basis through analysis of documentation and discus- sions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). The Reporting Persons do not believe they possess material inside information concerning the Issuer. As a result of these analytical activities one or more of the Reporting Persons may issue analysts reports, participate in interviews or hold discussions with third parties or with management in which the Reporting Person may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder values. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of the Schedule 13D form, including, without limitation, such matters as disposing of one or more businesses, selling the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting, certain types of anti-takeover measures and restructuring the company's capitaliza- tion or dividend policy. Each of the Reporting Persons intends to adhere to the foregoing investment philosophy with respect to the Issuer. How- ever, none of the Reporting Persons intends to seek control of the Issuer or participate in the management of the Issuer, and any Reporting Person that is registered as an investment company under the l940 Act will participate in such a transaction only following receipt of an exemption from the SEC under Rule l7d-l under the l940 Act, if required, and in accordance with other applicable law. In pursuing this investment philosophy, each Reporting Person will continuously assess the Issuer's business, financial condition, results of operations and prospects, general economic conditions, the securities markets in general and those for the Issuer's securities in particular, other developments and other investment opportunities, as well as the investment objectives and diversification requirements of its shareholders or clients and its fiduciary duties to such shareholders or clients. Depending on such assessments, one or more of the Reporting Persons may acquire additional Securities or may determine to sell or otherwise dispose of all or some of its holdings of Securities. Although the Reporting Persons share the same basic investment philosophy and although portfolio decisions are made by or under the supervision of Mr. Gabelli, the investment objectives and diversification requirements of various clients differ from those of other clients so that one or more Reporting Persons may be acquiring Securities while others are disposing of Securities. With respect to voting of the Securities, the Reporting Persons have adopted general voting policies relating to voting on specified issues affecting corporate governance and shareholder values. Under these policies, the Reporting Persons generally vote all securities over which they have voting power in favor of cumulative voting, financially reasonable golden parachutes, one share one vote, management cash incentives and pre-emptive rights and against greenmail, poison pills, supermajority voting, blank check preferred stock and super-dilutive stock options. Exceptions may be made when management otherwise demonstrates superior sen- sitivity to the needs of shareholders. In the event that the aggregate voting position of all joint filers shall exceed 25% of the total voting position of the issuer then the proxy voting committees of each of the Funds shall vote their Fund's shares independently. Each of the Covered Persons who is not a Reporting Person has purchased the Securities reported herein as beneficially owned by him for investment for his own account or that of one or more members of his immediate family. Each such person may acquire additional Securities or dispose of some or all of the Securities reported herein with respect to him. Other than as described above, none of the Reporting Persons and none of the Covered Persons who is not a Reporting Person has any present plans or proposals which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of the Schedule 13D form. Item 5. Interest In Securities Of The Issuer (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 1,504,242 shares, representing 5.05% of the 29,767,543 shares outstanding as reported in the Issu- er's most recent Form 10-Q for the quarter ended June 26, 1997. The Reporting Persons beneficially own those Securities as follows: Shares of % of Common Class of Name Stock Common GFI: As Principal 0 0.00% As Agent 483,000 1.62% GAMCO: As Principal 0 0.00% As Agent 1,000,200 3.36% GIASL: 1,000 0.00% Gabelli & Company: 42 0.00% GIL: 20,000 0.07% Mario J. Gabelli 0 0.00% (b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO Investors, Inc. does not have the authority to vote 10,900 of the reported shares, (ii) GFI has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respec- tively vote that Fund's shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mr. Gabelli and GFI is indirect with respect to Securities beneficially owned directly by other Reporting Persons. (c) Information with respect to all transactions in the Securities which were effected during the past sixty days by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by refer- ence. (d) The investment advisory clients of GFI and GAMCO, the partners of the various partnerships managed by Mr. Gabelli and GSI (including GPP, Gabelli Associates, ALCE, and Multimedia Partners to the extent of their economic interest there-in) and the shareholders of GIL and GIL II which Mr. Gabelli manages and GAL which is managed by GSI have the sole right to receive and, subject to the notice, withdrawal and/or termination provisions of such advisory contracts and partnership arrangements, the sole power to direct the receipt of dividends from, and the proceeds of sale of, any of the Securities beneficially owned by such Reporting Persons. Except as noted, no such client or partner has an interest by virtue of such relationship that relates to more than 5% of the Securities. Neither Mr. Gabelli nor GFI nor any of such other Reporting Persons has an economic interest in any of the Securities reported herein except those reported as being directly owned by GFI, GAMCO, Mr. Gabelli, Gabelli & Company, GSI, GIL, GIL II, GAL, GPP, Lynch and its affiliates, the Plan, Gabelli Associates, ALCE and Multimedia Partners. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The powers of disposition and voting of GFI and GAMCO with respect to Securities owned beneficially by them on behalf of their investment advisory clients, of GLI, Mr. Gabelli and GSI with respect to Securities owned beneficially by them on behalf of the partnerships which they directly or indirectly manage, and of GIL and GAL with respect to Securities owned beneficially by them on behalf of their shareholders, are held pursuant to written agreements with such clients and partnerships. The pertinent portions of forms of such agreements utilized by such Reporting Persons are filed as Exhibits hereto. Item 7. Material to be Filed as an Exhibit The following Exhibit A is attached hereto. The following Exhibits B, D, E and F are incorporated herein by reference to Exhibits B, D, E and F in Schedule 13D of various Gabelli entities dated June 19, l989 relating to the Common Stock of Lincoln Telecommunications Company. The following Exhibit K is incorporated by reference to Exhibit K in Amendment No. 3 to Schedule 13D of various Gabelli entities dated January 3, 1989 relating to the Common Stock of Wynn's International. The following Exhibit N is incorporated by reference to Exhibit N to Schedule 13D of various Gabelli entities dated October 9, 1989 relating to the Common Stock of Graphic Technology, Inc. The following Exhibit BB is incorporated by reference to Exhibit BB in Amendment No. 6 to Schedule 13D of various Gabelli entities dated November 3, 1992 relating to the Common Stock of Hector Communica- tions. The following Exhibit CC is incorporated by reference to Exhibit CC in Amendment No. 10 to Schedule 13D of various Gabelli entities dated November 9, 1992 relating to the Common Stock of The Liberty Corporation. The following Exhibit LL is incorporated by reference to Exhibit LL in the initial Schedule 13D of various Gabelli entities dated June 27, 1995 relating to the Common Stock of Pulitzer Publishing. The following Exhibit RR is incorporated by reference to Exhibit RR in Amendement No. 16 to Schedule 13D of various Gabelli entities dated April 23, 1996 relating to the Common Stock of Aaron Rents, Inc. Exhibit A: Joint Filing Agreement Exhibit B: Pertinent portions of form of investment advisory agreement used by GAMCO Inves- tors, Inc. Exhibit D: Pertinent portions of Gabelli Funds, Inc. advisory agreements. Exhibit E: Pertinent portions of Gabelli Asset Fund and Gabelli Growth Fund voting procedu- res. Exhibit F: Pertinent portions of partnership agree- ments to which Gabelli Associates, GLI and GPP are parties. Exhibit K: Pertinent portions of the Investment Management Agreement of GIL. Exhibit N: Pertinent portions of the Investment Management Agreement of GAL. Exhibit BB: Memorandum of understanding between Gabelli Funds, Inc., Mario J. Gabelli and the Federal Communications Commission (dated November 3, 1992). Exhibit CC: Joint motion for approval of memorandm of understanding file with FCC by Gabelli Funds, Inc., Mario J. Gabelli and the Federal Communications Commis- sion (dated November 9, 1992). Exhibit LL: Powers of Attorney to Stephen G. Bondi, Steven M. Joenk, and James E. McKee from Joseph H. Epel. Powers of Attorney to Stephen G. Bondi, Steven M. Joenk, and James E. McKee from Robert E. Dolan. Powers of Attorney to Stephen G. Bondi, Steven M. Joenk, and James E. McKee from Mario J. Gabelli. Exhibit RR: Powers of Attorney to Stephen G. Bondi, Steven M. Joenk, and James E. McKee from Marc J. Gabelli. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 25, 1997 MARIO J. GABELLI By:_____________________________ James E. McKee Attorney-in-Fact GABELLI FUNDS, INC. By:_________________________ James E. McKee General Counsel GAMCO INVESTORS, INC. By:_________________________ Douglas R. Jamieson Executive Vice President GABELLI & COMPANY, INC. By:_________________________ James E. McKee Secretary GABELLI INTERNATIONAL LIMITED By:_________________________ Mario J. Gabelli, Chairman and Investment Manager by: James E. McKee Attorney-in-Fact GABELLI ASSET MANAGEMENT COMPANY INTERNATIONAL ADVISORY SERVICES LIMITED By:___________________________ Marc J. Gabelli Director by: James E. McKee Attorney-in-Fact Schedule I Information with Respect to Executive Officers and Directors of the Undersigned Schedule I to Schedule 13D is amended, in pertinent part, as follows: The following sets forth as to each of the executive offi- cers and directors of the undersigned: his name; his business address; and his present principal occupation or employment and the name, principal business and address of any corporation or other organiza- tion in which such employment is conducted. Unless otherwise speci- fied, the principal employer of each such individual is Gabelli Funds, Inc., Gabelli & Company, Inc., or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administra- tive body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future viola- tions of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws except as reported in Item 2(d) of this Schedule 13D. Gabelli Funds, Inc. Directors: Mario J. Gabelli* Richard B. Black Chairman of Raster Image Processing Systems; Chairman ECRM; Director of Archetype and Oak Technology; Director of The Morgan Group, Inc.; General Partner of KBA Part- ners, Parker Plaza 400 Kelby Street, Fort Lee, NJ 07029 Charles C. Baum Chairman, Director and Chief Execu- tive Officer of The Morgan Group, Inc.; Secretary & Treasurer United Holdings 2545 Wilkens Avenue Baltimore, MD 21223 Dr. Eamon M. Kelly President Tulane University 218 Gibson Hall 6823 St. Charles Avenue New Orleans, LA 70118 Marc J. Gabelli Vice President Officers: Mario J. Gabelli Chairman, Chief Executive Officer and Chief Investment Officer Stephen G. Bondi Executive Vice President, Chief Financial and Admin- istrative Officer James E. McKee Vice President, General Counsel and Secretary _____________________ * Mr. Gabelli is the Chairman, Chief Executive Officer and Chief Investment Officer of Gabelli Funds, Inc. and of GAMCO Investors, Inc.; Director/Trustee of all registered investment companies advised by Gabelli Funds, Inc.; Chairman and Chief Executive Officer of Lynch Corporation. GAMCO Investors, Inc. Directors: Mario J. Gabelli Douglas R. Jamieson Joseph R. Rindler, Jr. Regina M. Pitaro F. William Scholz, II Officers: Mario J. Gabelli Chief Executive Officer and Chief Investment Officer Joseph R. Rindler, Jr. Chairman Douglas R. Jamieson Executive Vice President Stephen G. Bondi Vice President James E. McKee Vice President, General Counsel and Secretary Gabelli Securities, Inc. Directors: Robert W. Blake President of W.R. Blake & Sons, Inc. 196-20 Northern Boulevard Flushing, NY 11358 Douglas G. DeVivo General Partner of ALCE Partners, L.P. One First Street, Suite 16 Los Altos, CA 94022 Ronald L. Gallatin Consultant Gabelli Securities, Inc. One Corporate Center Rye, NY 10580 Francine Sommer Chief Executive Officer of General Partner of Gabelli Multimedia Partners, L.P. One Corporate Center Rye, NY 10580 Joseph R. Rindler, Jr. See above Officers: Gary P. Watson Executive Vice President, Chief Financial and Admin- istrative Officer Stephen G. Bondi Vice President James E. McKee Secretary Gabelli & Company, Inc. Directors: James G. Webster, III Chairman Stephen G. Bondi See above Donald C. Jenkins Director of Research Officers: James G. Webster, III Chairman Stephen G. Bondi Vice President Bruce N. Alpert Vice President-Mutual Funds Walter K. Walsh Compliance Officer James E. McKee Secretary GLI, Inc. Directors: Mario J. Gabelli See above-Gabelli Funds, Inc. Officers: Mario J. Gabelli Chairman and Chief Investment Officer Stephen G. Bondi Vice President Gabelli Associates Limited Directors: Mario J. Gabelli See above-Gabelli Funds, Inc. MeesPierson (Cayman) British American Centre Limited Dr. Roy's Drive- Phase 3 Georgetown, Grand Cayman Cayman Islands, British WestIndies Officers: Mario J. Gabelli Chief Investment Officer Kevin Bromley Vice President, Treasurer and Assistant Secretary Sandra Wight Secretary and Assistant Treasurer Gabelli International Limited Directors: Mario J. Gabelli See above-Gabelli Funds, Inc. MeesPierson (Cayman) British American Centre Limited Dr. Roy's Drive- Phase 3 Georgetown, Grand Cayman Cayman Islands, British West Indies Officers: Kevin Bromley Vice President, Treasurer, and Assistant Secretary MeesPierson (Cayman) Limited British American Centre Dr. Roy's Drive- Phase 3 Georgetown, Grand Cayman Cayman Islands, British West Indies Sandra Wight Secretary and Assistant Treasurer Assistant Secretary MeesPierson (Cayman) Limited British American Centre Dr. Roy's Drive- Phase 3 Georgetown, Grand Cayman Cayman Islands, British West Indies Gabelli Asset Management Company International Advisory Services Ltd. Directors: Marc J. Gabelli See above-Gabelli Funds, Inc. Stephen G. Bondi See Above-Gabelli Funds, Inc. Joseph R. Rindler, Jr. See above-GAMCO Investors, Inc. Michael J. Burns Appleby, Spurling & Kempe Cedar House 41 Cedar Avenue Hamilton, HM12 Bermuda Douglas Molyneux Appleby, Spurling & Kempe Cedar House 41 Cedar Avenue Hamilton, HM12 Bermuda Lynch Corporation 8 Sound Shore Drive Greenwich, CT 06830 Directors: Paul J. Evanson President Florida Light & Power Co. P.O Box 14000 700 Universe Blvd. Juno Beach, Fl 33408 Morris Berkowitz Business Consultant 163-43 Willets Point Blvd. Whitestone, NY 11357 Mario J. Gabelli See above-Gabelli Funds, Inc. Paul Woolard Business Consultant 116 East 68th Street New York, NY 10021 E. Val Cerutti Business Consultant Cerutti Consultants 227 McLain Street Mount Kisco, NY 10549 Ralph R. Papitto Chairman of the Board AFC Cable Systems, Inc. 50 Kennedy Plaza Suite 1250 Providence, RI 02903 Salvatore Muoio S. Muoio & Co., LLC 655 Third Avenue New York, NY 10017 John C. Ferrara 110 Edward Place Stamford, CT 06905 Officers: Mario J. Gabelli Chairman and Chief Executive Officer Joseph H. Epel Treasurer Robert E. Dolan Chief Financial Officer Carmine Ceraolo Assistant Controller Robert A. Hurwich Vice President-Administration, Secretary and General Counsel Spinnaker Industries, Inc. 600 N. Pearl Street Suite 2160 Dallas, TX 75201 Directors: Joseph P. Rhein 5003 Central Avenue Ocean City, NJ 08226 Richard J. Boyle The Boyle Group, Inc. 6110 Blue Circle Drive Suite 250 Minnetonka, MN 55343 Ned N. Fleming, III Boyle, Fleming, George & Co., Inc. 600 N. Pearl Street Suite 2160 Dallas, TX 75201 Robert E. Dolan See above Lynch Corporation Anthonie C. van Ekris Chairman and Chief Executive Officer Balmac International, Inc. 61 Broadway Suite 1900 New York, NY 10006 Officers: James W. Toman Controller Ned N. Fleming, III President Richard J. Boyle Chairman and Chief Executive Officer Robert A. Hurwich Secretary Mark A. Matteson Vice President, Corporate Development Entoleter, Inc. 251 Welton Street Hamden, CT 06517 Directors: Ned N. Fleming, III See above-Spinnaker Mark A. Matteson See above-Spinnaker James W. Toman See above-Spinnaker Robert P. Wentzel See above Entoleter James Fleming 230 Saugatuck Avenue, Unit 8 Westport, CT 06880 Officers: James W. Toman Chief Financial Officer and Secretary Robert P. Wentzel President Anthony R. Massaro Vice President-Manufacturing Western New Mexico Telephone Company 314 Yankee Street Silver City, NM 88062 Directors: Jack C. Keen Chairman Jack W. Keen President Dr. Brian E. Gordon Vice President Mary Beth Baxter Secretary & Treasurer Robert E. Dolan See above-Lynch Corporation Robert A. Hurwich See above-Lynch Corporation Carmine Ceraolo See above-Lynch Corporation Officers: Jack C. Keen Chairman of the Board Jack W. Keen President Jack L. Bentley Executive Vice President Dr. Brian E. Gordon Vice President Charles M. Baxter Sr. Vice President-Operations Mary Beth Baxter Secretary & Treasurer Robert A. Hurwich Assistant Treasurer Inter-Community Telephone Company P.O. Box A Nome, ND 58062 Directors: Mary J. Carroll See above-Lynch Corporation Carmine P. Ceraolo See above-Lynch Corporation Robert E. Dolan See above-Lynch Corporation Joseph H. Epel See above-Lynch Corporation Robert A. Hurwich See above-Lynch Corporation Leone A. Nilsen President Roger J. Nilsen P.O. Box 146 Hannaford, ND 58448 Duane A. Plecity Secretary Harry B. Snyder P.O. Box 131 Buffalo, ND 58011 Robert Snyder 200 Broadway South Buffalo, ND 58011 Officers: Leone A. Nilsen President Robert Snyder Vice President Duane A. Plecity Secretary Harry B. Snyder Treasurer Joseph H. Epel Assistant Treasurer Robert A. Hurwich Assistant Secretary Lynch Telecommunications Corporation 8 Sound Shore Drive Greenwich, CT 06830 Directors: Richard A. Kiesling 2801 International Lane Suite 207 Madison, WI 53740 Jack C. Keen See above-Western New Mexico Telephone Company Robert A. Snyder See above-Inter-Community Telephone Company Officers: Robert A. Hurwich Secretary Mary Beth Baxter Treasurer and Assistant Secretary Robert E. Dolan Controller Lynch Telephone Corporation 8 Sound Shore Drive Greenwich, CT 06830 Directors: Robert E. Dolan Controller Jack C. Keen Chairman Officers: Jack C. Keen Chairman Jack W. Keen President Robert A. Hurwich Secretary Mary Beth Baxter Treasurer and Assistant Secretary Robert E. Dolan Controller Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments there- to) with respect to the Common Stock, par value $0.625 per share, of Modine Manufacturing Company and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 17th day of September, 1997. MARIO J. GABELLI By:____________________________ James E. McKee Attorney-in-Fact GABELLI FUNDS, INC. By:_________________________ James E. McKee General Counsel GAMCO INVESTORS, INC. By:_________________________ Douglas R. Jamieson Executive Vice President GABELLI SECURITIES, INC. By:_________________________ James E. McKee Secretary GABELLI & COMPANY, INC. By:_________________________ James E. McKee Secretary GABELLI PERFORMANCE PARTNERSHIP, L. P. By:_________________________ Mario J. Gabelli, General Partner by: James E. McKee Attorney-in-Fact GLI, INC. By:_________________________ Mario J. Gabelli Chairman by: James E. McKee Attorney-in-Fact GABELLI ASSOCIATES FUND By:_________________________ Gabelli Securities, Inc., General Partner by: James E. McKee Secretary GABELLI ASSOCIATES LIMITED By:_________________________ Gabelli Securities,Inc., Investment Manager by: James E. McKee Secretary GABELLI & COMPANY, INC. PROFIT SHARING PLAN By:_________________________ Douglas R. Jamieson Trustee GABELLI INTERNATIONAL LIMITED By:_________________________ Mario J. Gabelli, Chairman and Investment Manager by: James E. McKee Attorney-in-Fact GABELLI INTERNATIONAL II LIMITED By:_________________________ Mario J. Gabelli, Chairman and Investment Manager by: James E. McKee Attorney-in-Fact LYNCH CORPORATION By:________________________ Joseph H. Epel, Treasurer by: James E. McKee Attorney-in-Fact SPINNAKER INDUSTRIES By:_________________________ Joseph H. Epel, Treasurer by: James E. McKee Attorney-in-Fact WESTERN NEW MEXICO By:____________________________ Joseph H. Epel, Treasurer by: James E. McKee Attorney-in-Fact ALCE PARTNERS, L.P. By:__________________________ Gabelli Securities, Inc. General Partner by: James E. McKee Secretary GABELLI MULTIMEDIA PARTNERS, L.P. By:__________________________ Gabelli Securities, Inc. General Partner by: James E. McKee Secretary INTER-COMMUNITY TELEPHONE COMPANY By:___________________________ Joseph H. Epel, Treasurer by: James E. McKee Attorney-in-Fact GABELLI ASSET MANAGEMENT COMPANY INTERNATIONAL ADVISORY SERVICES LIMITED By:___________________________ Marc J. Gabelli Director by: James E. McKee Attorney-in-Fact GABELLI FOUNDATION, INC. By:___________________________ Mario J. Gabelli, President by: James E. McKee Attorney-in-Fact EX-1 2 SCHEDULE II INFORMATION WITH RESPECT TO TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1) SHARES PURCHASED AVERAGE DATE SOLD(-) PRICE(2) COMMON STOCK-MODINE MFG COMPANY GABELLI INTERNATIONAL LTD 8/19/97 12,000 31.0000 8/18/97 3,000 30.6875 8/07/97 5,000 32.0750 GABELLI FUNDS, INC. THE GABELLI CAPITAL ASSET FUND 9/16/97 3,000 34.4625 9/16/97 2,000 34.7500 9/15/97 4,700 34.0400 9/12/97 300 34.8000 9/09/97 1,700 32.6544 9/08/97 1,300 32.0400 8/19/97 2,000 31.0400 THE GABELLI ABC FUND 8/19/97 3,000 31.0400 GAMCO INVESTORS, INC. 9/16/97 11,600 34.4677 9/12/97 5,000 33.0000 9/08/97 1,000 32.0000 9/05/97 400 31.8125 9/05/97 2,000 32.0000 8/26/97 5,000 31.0000 8/21/97 15,000 31.0767 8/12/97 12,000 30.6875 7/30/97 6,500 30.1923 7/17/97 1,500 31.1250 GAMCO INVESTORS, INC. 9/16/97 11,200 34.4860 9/15/97 14,100 34.0559 9/15/97 1,000 34.5000 9/12/97 3,700 33.1959 9/12/97 1,000 34.2500 9/09/97 1,000- 32.3750 9/08/97 2,000 32.4250 9/08/97 6,300 31.9206 9/08/97 1,500 32.5000 9/05/97 4,200 31.8869 9/05/97 3,865- *DO 9/04/97 1,000- 31.7500 9/04/97 1,093- *DO 37 SCHEDULE II INFORMATION WITH RESPECT TO TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1) SHARES PURCHASED AVERAGE DATE SOLD(-) PRICE(2) COMMON STOCK-MODINE MFG COMPANY GAMCO INVESTORS, INC. 9/02/97 5,400 30.7500 8/29/97 2,800 30.6250 8/28/97 4,000 30.6250 8/28/97 4,000 31.0000 8/28/97 400 30.9375 8/27/97 1,000 31.0000 8/27/97 3,100 30.9960 8/27/97 3,850 30.9513 8/26/97 12,400 30.9960 8/25/97 2,000 31.0000 8/22/97 6,900 30.9746 8/21/97 19,000 31.0000 8/21/97 1,000- *DO 8/20/97 15,000 31.0000 8/20/97 500 30.9990 8/20/97 500- 30.9990 8/19/97 38,600 30.9990 8/19/97 2,000 31.0625 8/19/97 2,000 31.0000 8/18/97 16,000 30.6656 8/15/97 15,700 30.6696 8/14/97 4,500 30.7500 8/14/97 500- 30.6875 8/13/97 400 31.8750 8/13/97 500- 30.6875 8/13/97 15,500 30.6875 8/12/97 20,000 30.6875 8/08/97 7,000- 31.9821 8/08/97 1,000- 31.5227 8/08/97 3,000 32.0938 8/08/97 3,000- 32.0938 8/08/97 7,000 31.9821 8/08/97 1,000 31.5227 8/07/97 7,000 31.9821 8/07/97 3,000 32.0938 8/06/97 8,000 31.8750 8/05/97 1,500- *DO 8/05/97 11,000 31.5227 7/30/97 10,000- *DO 7/29/97 800- 30.0000 38 SCHEDULE II INFORMATION WITH RESPECT TO TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1) SHARES PURCHASED AVERAGE DATE SOLD(-) PRICE(2) COMMON STOCK-MODINE MFG COMPANY GABELLI & COMPANY MARKET MAKING ACCOUNT 9/15/97 44 11.1250 9/12/97 1,000- 33.2500 9/12/97 1,000 34.0000 9/05/97 3 31.6250 9/04/97 5- 31.5000 9/03/97 1,000- 31.2500 9/03/97 780 31.3750 8/29/97 80 30.6250 8/25/97 50 30.8750 8/22/97 90 30.8750 (1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED ON THE NASDAQ NATIONAL MARKET. (2) PRICE EXCLUDES COMMISSION. (*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP. 39 -----END PRIVACY-ENHANCED MESSAGE-----