-----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, CU0/YuI28RBCH1qHpdbMdD8rzAjhxjxRyELL+LZ412DXaPOb00VZW4l4FeY81kbC NPnQTbb7ZdwUfyH6nGqOKA== 0000950124-06-007682.txt : 20061219 0000950124-06-007682.hdr.sgml : 20061219 20061219162946 ACCESSION NUMBER: 0000950124-06-007682 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061219 DATE AS OF CHANGE: 20061219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INDENBAUM MICHAEL A CENTRAL INDEX KEY: 0001172308 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 150 WEST JEFFERSON STREET 2: SUITE 2500 CITY: DETROIT STATE: MI ZIP: 48226 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TECUMSEH PRODUCTS CO CENTRAL INDEX KEY: 0000096831 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 381093240 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30158 FILM NUMBER: 061286834 BUSINESS ADDRESS: STREET 1: 100 E PATTERSON ST CITY: TECUMSEH STATE: MI ZIP: 49286 BUSINESS PHONE: 5174238411 MAIL ADDRESS: STREET 1: 100 EAST PATTERSON STREET CITY: TECUMSEH STATE: MI ZIP: 49286 SC 13D/A 1 k10950misc13dza.txt AMENDMENT NO. 1 TO SCHEDULE 13D ------------------------------------ OMB APPROVAL ------------------------------------ OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response..............14.5 ------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tecumseh Products Company (Name of Issuer) Class B Common Stock, par value $1.00 per share (Title of Class of Securities) 878895 10 1 (CUSIP Number) Michael A. Indenbaum 2290 First National Building 660 Woodward Ave. Detroit, Michigan 48226-3506 (313) 465-7632 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 1, 2006 (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 that is the subject of this Schedule 13D, and is filing this Schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. Page 1 of 7 pages CUSIP No. 878895 10 1 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Michael A. Indenbaum - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ---------------------------------------------------------------- Shares 8. Shared Voting Power 888,113 Beneficially ---------------------------------------------------------------- Owned by Each 9. Sole Dispositive Power 0 Reporting ---------------------------------------------------------------- Person With: 10. Shared Dispositive Power 888,113 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 888,113 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 17.5% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- Page 2 of 7 pages ITEM 1. SECURITY AND ISSUER. The title of the class of equity securities to which this statement relates is Class B Common Stock, par value $1.00 per share ("Class B Stock"), of Tecumseh Products Company, a Michigan corporation ("Tecumseh"). The address of Tecumseh's principal executive offices is 100 East Patterson Street, Tecumseh, Michigan 49286. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed by Michael A. Indenbaum. Michael A. Indenbaum's business address is 2290 First National Building, 660 Woodward Ave., Detroit, Michigan 48226-3506. Michael A. Indenbaum is an attorney and this is his present principal occupation or employment. He carries on his business as a partner of Honigman Miller Schwartz and Cohn LLP, a law firm organized as a Michigan limited liability partnership ("Honigman"). The principal business address of Honigman at which Michael A. Indenbaum carries on that business is 2290 First National Building, 660 Woodward Ave., Detroit, Michigan 48226-3506. Michael A. Indenbaum has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Michael A. Indenbaum has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Michael A. Indenbaum is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On November 1, 2006, irrevocable trusts for the benefit of Todd Herrick and his descendants and Toni Herrick and her descendants (the "Trusts") granted options (the "Trust Options") to Tricap Partners LLC, in part to induce Tricap Partners LLC to enter into a new Second Lien Credit Agreement with Tecumseh, as described in Tecumseh's Current Report on Form 8-K, dated November 13, 2006. No other funds or consideration were involved. Michael A. Indenbaum is one of four trustees of the Trusts, and one of the two independent trustees of the Trusts. Decisions regarding voting and disposition of the shares of Class B Stock in the Trusts require the approval of a majority of the independent trustees. The Trusts hold an aggregate of 888,113 shares of Class B Stock and 454,441 shares of Class A Common Stock, par value $1.00 per share, of Tecumseh ("Class A Stock"). The Trust Options are exercisable to purchase 168,653 shares of Class A Stock at $16.00 a share until November 6, 2008. Michael A. Indenbaum is also one of three members of the Board of Trustees (equivalent to a board of directors) of Herrick Foundation, a Michigan non-profit corporation that owns 1,305,425 shares of Class B Stock and 331,347 shares of Class A Stock. On November 1, 2006, Herrick Foundation granted options (the "Foundation Options") to Tricap Partners LLC, in part Page 3 of 7 pages to induce Tricap Partners LLC to enter into a new Second Lien Credit Agreement with Tecumseh, as described in Tecumseh's Current Report on Form 8-K, dated November 13, 2006. No other funds or consideration were involved. The Foundation Options are exercisable to purchase 331,347 shares of Class A Stock and 500,000 shares of Class B Stock at $16.00 a share until November 6, 2008. ITEM 4. PURPOSE OF TRANSACTION. As described in Item 4, the Trust Options and the Foundation Options were granted to Tricap Partners LLC, in part, to induce Tricap Partners LLC to enter into a new Second Lien Credit Agreement with Tecumseh, as described in Tecumseh's Current Report on Form 8-K, dated November 13, 2006. In his capacity as a trustee of the Trusts and/or as a member of the Board of Trustees of Herrick Foundation, Michael A. Indenbaum expects from time to time to be presented with, give consideration to, and/or act upon, proposals that one or more of them acquire, dispose of, or vote shares of Class B Stock or other securities of Tecumseh, including, without limitation, by public or private sale (registered or unregistered and with or without the simultaneous sale of newly-issued shares of Class B Stock by Tecumseh), gift, pledge or otherwise, including, without limitation, sales of Class B Stock pursuant to Rule 144 under the Securities Act of 1933, as amended, or otherwise. Michael A. Indenbaum, as a trustee of the Trusts and/or as a member of the Board of Trustees of Herrick Foundation, reserves the right not to acquire Class B Stock or not to dispose of all or part of such Class B Stock if he determines such acquisition or disposal is not in the Trusts' or Herrick Foundation's best interests at that time. Other than as described above, Michael A. Indenbaum does not have any current plans or proposals which relate to, or would result in, (a) the acquisition by any person or additional securities of Tecumseh, or the disposition of securities of Tecumseh, except for the disposition of shares of Class B Stock required by rules under the Internal Revenue Code of 1986, (b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Tecumseh or any of its subsidiaries, (c) any sale or transfer of a material amount of assets of Tecumseh or any of its subsidiaries, (d) any change in the present board of directors or management of Tecumseh, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board, except that, from time to time, Tecumseh might add additional directors to fill existing vacancies if it finds qualified candidates willing to serve and from time to time, directors might resign and the new Second Lien Credit Agreement includes a commitment to create an advisory committee to assist Tecumseh's board of directors in working with a nationally recognized executive recruiting firm and to recommend to the board qualified candidates for various executive management positions, including the Chief Executive Officer position, (e) any material change in Tecumseh's present capitalization or dividend policy, (f) any other material change in Tecumseh's business or corporate structure, (g) any changes in Tecumseh's Articles of Incorporation or Bylaws or other actions which may impede the acquisition of control of Tecumseh by any person, (h) causing a class of securities of Tecumseh to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, although as described Page 4 of 7 pages in Tecumseh's Current Report on Form 8-K dated November 15, 2006, Tecumseh received a Nasdaq staff determination letter indicating that Tecumseh's stock was subject to delisting from The Nasdaq Global Market, (i) a class of Tecumseh's equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any action similar to those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The number and percentage of shares of Class B Stock beneficially owned by Michael A. Indenbaum as of December 19, 2006 are as follows:
Number Percent ------- ------- Michael A. Indenbaum 888,113(1) 17.5%(2)
(1) The shares shown above as beneficially owned by Michael A. Indenbaum consist of 888,113 shares held in the Trusts. Michael A. Indenbaum is one of four trustees of the Trusts, and one of the two independent trustees of the Trusts. Decisions regarding voting and disposition of the shares of Class B Stock in the Trusts require the approval of a majority of the independent trustees. However, Michael A. Indenbaum has no economic interest, directly or indirectly, in any of the assets (including the shares of Class B Stock) or any of the Trusts, and he disclaims being a beneficial owner of any of those shares for any purpose, and he expressly declares, as permitted by SEC Rule 13d-4, that his filing of this Schedule 13D shall not be construed as an admission that he is a beneficial owner of any of those shares for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934. (2) Based on the 5,077,746 shares of Class B Stock reported as outstanding as of July 31, 2006 in Tecumseh's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006. Michael A. Indenbaum is also one of three members of the Board of Trustees of Herrick Foundation, which owns 1,305,425 shares (approximately 25.7% of the outstanding shares) of Class B Stock. As a member of the Board of Trustees, Michael A. Indenbaum might be viewed as sharing with the other members of the Board of Trustees the power to vote and/or dispose of shares of Class B Stock owned by Herrick Foundation. However, Herrick Foundation, a Michigan nonprofit corporation, is a "Private Foundation" as defined in the Internal Revenue Code of 1986, as amended, organized for charitable purposes. Like all of his fellow members of the Board of Trustees, Michael A. Indenbaum has no economic interest, directly or indirectly, in any of the assets (including shares of Class B Stock) of Herrick Foundation. Under the circumstances, Michael A. Indenbaum does not believe that he should be considered a beneficial owner of any of the shares of Class B Stock owned by Herrick Foundation, he disclaims beneficial ownership of any of them, and he is not reporting any of them as beneficially owned by him in this Schedule 13D. His mention of them in this Schedule 13D shall not be construed as an admission that he is a beneficial owner of any of those shares for purposes of Section 13(d) or 13(g) of the Securities Exchange Act. Under the terms of the applicable trust instruments, Michael A. Indenbaum shares voting and dispositive power over the shares of Class B Stock held by the Trust with the other trustee of Page 5 of 7 pages those Trusts which also is not a Herrick family member. That other trustee is Comerica Bank. Comerica Bank is a Michigan banking corporation with its principal business office at One Detroit Center, Detroit, Michigan 48275. Comerica Bank has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Comerica Bank has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The other members of the Board of Trustees of Herrick Foundation are Todd W. Herrick and Kent B. Herrick. Each of the Herricks is a citizen of the United States of America. Todd W. Herrick is one of the beneficiaries of the Trusts and is a director and the Chairman of the Board of Directors, President and Chief Executive Officer of Tecumseh. Kent B. Herrick is Todd W. Herrick's son and is the Vice President of Global Business Development of Tecumseh. Each of the Herricks has a business address at 100 East Patterson Street, Tecumseh, Michigan 49286. Neither Todd W. Herrick nor Kent B. Herrick has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Neither Todd W. Herrick nor Kent B. Herrick has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. None of Michael A. Indenbaum, the Trusts nor Herrick Foundation has engaged in any transactions in shares of Class B Stock in the past 60 days, other than the grants of the Trust Options and the Foundation Options described in Item 3 above. Michael A. Indenbaum is filing this Schedule 13D solely to report the grant of the Trust Options described in Item 3 above. The beneficiaries of the Trusts have the right to receive dividends on shares of Class B Stock held in those trusts and the right to receive the proceeds from any sale of those securities. The beneficiaries of the Trusts are Todd W. Herrick, his sister, Toni Herrick, and their descendants. Herrick Foundation has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the 1,305,425 shares of Class B Stock owned by Herrick Foundation. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than those relationships with other trustees of the Trusts that necessarily arise from being a co-trustee, the oversight responsibilities for Herrick Foundation that Michael A. Indenbaum necessarily shares with the other members of Herrick Foundation's Board of Trustees Page 6 of 7 pages and the Trust Options and the Foundation Options described in Item 3, Michael A. Indenbaum has no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any Class B Stock or any other securities of Tecumseh, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits or loss, division or profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None 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: December 19, 2006 /s/ MICHAEL A. INDENBAUM ---------------------------------------- Michael A. Indenbaum Page 7 of 7 pages -----END PRIVACY-ENHANCED MESSAGE-----