0001013594-15-000062.txt : 20150213 0001013594-15-000062.hdr.sgml : 20150213 20150213160139 ACCESSION NUMBER: 0001013594-15-000062 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30158 FILM NUMBER: 15614135 BUSINESS ADDRESS: STREET 1: 5683 HINES DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48108 BUSINESS PHONE: 7345859500 MAIL ADDRESS: STREET 1: 5683 HINES DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nierenberg Investment Management Company, Inc. CENTRAL INDEX KEY: 0001282683 IRS NUMBER: 911677205 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 19605 NE 8TH ST CITY: CAMAS STATE: WA ZIP: 98607 BUSINESS PHONE: 360-604-8600 MAIL ADDRESS: STREET 1: 19605 NE 8TH ST CITY: CAMAS STATE: WA ZIP: 98607 FORMER COMPANY: FORMER CONFORMED NAME: NIERENBERG INVESTMENT MANAGEMENT CO DATE OF NAME CHANGE: 20040304 SC 13G/A 1 tecumseh13ga-021715.htm FEBRUARY 13, 2015 tecumseh13ga-021715.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)

TECUMSEH PRODUCTS CO CL A
_______________
(Name of Issuer)
 
Class A Common Stock, par value $1.00
(Title of Class of Securities)
 
87889520
(CUSIP Number)
 
December 31, 2014
 
 (Date of Event which Requires Filing of this Statement)
 

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨      Rule 13d-1(b)
 
[x]      Rule 13d-1(c)
 
¨      Rule 13d-1(d)
 



*  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 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).
 

 
 
 

CUSIP No. 87889520

1.
NAME OF REPORTING PERSONS
 
The D3 Family Fund, L.P.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)        [X]
(b)        [  ]
 
3.
SEC USE ONLY
 
  
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Washington
 
 
NUMBER OF SHARES
BENEFICIALLY
5.
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
6.
SHARED VOTING POWER
0 common shares
 
PERSON
WITH
 
7.
SOLE DISPOSITIVE POWER
0
 
8.
SHARED DISPOSITIVE POWER
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                   [  ]
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.
TYPE OF REPORTING PERSON
PN
 


 
 
 

CUSIP No. 87889520

1.
NAME OF REPORTING PERSONS
 
The D3 Family Bulldog Fund, L.P.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)        [X]
(b)        [  ]
 
3.
SEC USE ONLY
 
  
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Washington
 
 
NUMBER OF SHARES
BENEFICIALLY
5.
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
6.
SHARED VOTING POWER
0 common shares
 
PERSON
WITH
 
7.
SOLE DISPOSITIVE POWER
0
 
8.
SHARED DISPOSITIVE POWER
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                   [  ]
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.
TYPE OF REPORTING PERSON
PN
 


 
 
 

CUSIP No. 87889520

1.
NAME OF REPORTING PERSONS
 
The DIII Offshore Fund, L.P.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)        [X]
(b)        [  ]
 
3.
SEC USE ONLY
 
  
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bahamas
 
 
NUMBER OF SHARES
BENEFICIALLY
5.
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
6.
SHARED VOTING POWER
0 common shares
 
PERSON
WITH
 
7.
SOLE DISPOSITIVE POWER
0
 
8.
SHARED DISPOSITIVE POWER
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                   [  ]
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.
TYPE OF REPORTING PERSON
PN
 


 
 
 

CUSIP No. 87889520

1.
NAME OF REPORTING PERSONS
 
Nierenberg Investment Management Company, Inc.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)        [X]
(b)        [  ]
 
3.
SEC USE ONLY
 
  
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Washington
 
 
NUMBER OF SHARES
BENEFICIALLY
5.
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
6.
SHARED VOTING POWER
0 common shares
 
PERSON
WITH
 
7.
SOLE DISPOSITIVE POWER
0
 
8.
SHARED DISPOSITIVE POWER
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                   [  ]
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.
TYPE OF REPORTING PERSON
CO
 


 
 
 

CUSIP No. 87889520

1.
NAME OF REPORTING PERSONS
 
Nierenberg Investment Management Offshore, Inc.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)        [X]
(b)        [  ]
 
3.
SEC USE ONLY
 
  
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bahamas
 
 
NUMBER OF SHARES
BENEFICIALLY
5.
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
6.
SHARED VOTING POWER
0 common shares
 
PERSON
WITH
 
7.
SOLE DISPOSITIVE POWER
0
 
8.
SHARED DISPOSITIVE POWER
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                   [  ]
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.
TYPE OF REPORTING PERSON
CO
 


 
 
 

CUSIP No. 87889520

1.
NAME OF REPORTING PERSONS
 
David Nierenberg
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)        [X]
(b)        [  ]
 
3.
SEC USE ONLY
 
  
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
 
 
NUMBER OF SHARES
BENEFICIALLY
5.
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
6.
SHARED VOTING POWER
0 common shares
 
PERSON
WITH
 
7.
SOLE DISPOSITIVE POWER
0
 
8.
SHARED DISPOSITIVE POWER
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                   [  ]
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.
TYPE OF REPORTING PERSON
IN, HC
 



 
 
 
 
This Amendment No.2 to Schedule 13G (this “Amendment”) amends the below-indicated items from the Schedule 13G previously filed on February 12, 2014 by or on behalf of the Reporting Persons, by supplementing such Items with the information below.


 
Item 4.
Ownership.
 
The Reporting Persons, in the aggregate, beneficially own 0 Shares, constituting approximately 0% of the outstanding shares of Common Stock.
 
Item 10.
Certification.
 
 
By signing below each of the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

 
 
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.


 
The D3 Family Fund, L.P. and D3 Bulldog Fund, L.P.
 
 
By:   Nierenberg Investment Management Company, Inc.
 
 
February 13, 2015
Its:   General Partner
 
By:   /s/ David Nierenberg
             David Nierenberg, President
 
 
The DIII Offshore Fund, L.P.
 
By:   Nierenberg Investment Management Offshore, Inc.
 
 
February 13, 2015
Its:   General Partner
By:   /s/ David Nierenberg
             David Nierenberg, President
 
 
Nierenberg Investment Management
Company, Inc.
 
February 13, 2015
By:   /s/ David Nierenberg
             David Nierenberg, President
 
 
Nierenberg Investment Management
Offshore, Inc.
 
February 13, 2015
By:   /s/ David Nierenberg
             David Nierenberg, President
 
February 13, 2015
/s/ David Nierenberg
     David Nierenberg, President