-----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, VGZXM7bW73t18tyqgssBxgrViHmEbxpO2bMFplPPsJGL70AsF+T1Q+xpqtS8GlQG KkYNqHR0NvybRvwDkQJ85w== 0000950152-08-010172.txt : 20081211 0000950152-08-010172.hdr.sgml : 20081211 20081211095344 ACCESSION NUMBER: 0000950152-08-010172 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081211 DATE AS OF CHANGE: 20081211 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: 081242478 BUSINESS ADDRESS: STREET 1: 1136 OAK VALLEY DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48108 BUSINESS PHONE: 7345859500 MAIL ADDRESS: STREET 1: 1136 OAK VALLEY DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HERRICK TODD W CENTRAL INDEX KEY: 0000920678 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 W JEFFERSON STREET 2: SUITE 2500 CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: 3134967570 MAIL ADDRESS: STREET 1: 100 EAST PATTERSON STREET CITY: TECUMSEH STATE: MI ZIP: 49286 SC 13D/A 1 k47062sc13dza.txt SC 13D/A 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. 8)* 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) Todd W. Herrick 3970 Peninsula Drive Petoskey, Michigan 49770-8006 (231) 348-8238 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 4, 2008 - ------------------------------------------------------------------------------- (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 26 pages - ------------------------------------------------------------------------------- 1. Names of Reporting Persons Todd W. Herrick - ------------------------------------------------------------------------------- 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 21,906 --------------------------------------------------------------- Number of 8. Shared Voting Power 1,657,539 Shares Beneficially --------------------------------------------------------------- Owned by Each 9. Sole Dispositive Power 21,906 Reporting Person With: --------------------------------------------------------------- 10. Shared Dispositive Power 1,657,539 - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,679,445 - ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - ------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 33.1% - ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------------------- Page 2 of 26 pages CUSIP No. 878895 10 1 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 1136 Oak Valley Drive, Ann Arbor, Michigan 48108. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed by Todd W. Herrick. Todd W. Herrick's address is 3970 Peninsula Drive, Petoskey, Michigan 49770-8006. Todd W. Herrick is retired and this is his present principal occupation or employment. Tecumseh's principal business address is 1136 Oak Valley Drive, Ann Arbor, Michigan 48108. Todd W. Herrick has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Todd W. Herrick 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. Todd W. Herrick is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not applicable. ITEM 4. PURPOSE OF TRANSACTION. This purpose of this filing is to report that Herrick Foundation has submitted a Say on Executive Pay proposal to Tecumseh for inclusion in Tecumseh's proxy statement in connection with its 2008 annual meeting of shareholders, which is attached to this Schedule as Exhibit 99.5 and is incorporated in this Schedule by reference. The proposal recommends that Tecumseh's Board adopt a policy to give shareholders the opportunity at each annual meeting of shareholders to vote on an advisory resolution, proposed by management, to ratify the compensation of the named executive officers ("NEOs") set forth in the proxy statement's Summary Compensation Table ("SCT") and the accompanying narrative disclosure of material factors provided to understand the SCT (but not the Compensation Discussion and Analysis). The proposal submitted to shareholders should make clear that the vote is non-binding and would not affect any compensation paid or awarded to any NEO. The purpose of this filing is also to report that on December 8, 2008, pursuant to Plaintiff Herrick Foundation's Verified Complaint for Declaratory, Injunctive and Other Relief, a copy of which is attached to this Schedule as Exhibit 99.6 and is incorporated in this Schedule by reference, Herrick Foundation filed a lawsuit against Tecumseh in the Lenawee County Circuit Page 3 of 26 pages CUSIP No. 878895 10 1 Court (the "Stock Split Lawsuit"). The Stock Split Lawsuit asks the court, among other things, to declare the stock split announced by Tecumseh on December 5, 2008 invalid and to enjoin Tecumseh from issuing a Class A share dividend to implements its recapitalization plan. Pursuant to the stock split announced by Tecumseh on December 5, 2008, two Class A shares will be issued for every Class A share and Class B share outstanding, which, under Tecumseh's articles, would make the Class B shares less than 10% of all outstanding shares, resulting in conversion of all outstanding Class A shares into Class B shares. Herrick Foundation claims in the Stock Split Lawsuit that the stock split violates Tecumseh's articles and was made for improper and inequitable purposes. Todd W. Herrick's purpose in serving as one of the trustees of Herrick Foundation is to take part in the management of its charitable activities. Todd W. Herrick's purpose in serving as a trustee of the Ray W. Herrick and Hazel M. Herrick Trusts u/a/d February 26, 1949 and February 24, 1956 f/b/o Kenneth Herrick and his descendants (the "Trusts") is to take part in the management of the activities of the Trusts of which Todd W. Herrick or Toni L. Herrick is the beneficiary. In his capacity as a member of the Board of Trustees of Herrick Foundation, as a trustee of the Trusts and/or in his personal capacity, Todd W. Herrick, expects from time to time to be presented with, give consideration to, and/or act upon, proposals similar to those enumerated below and/or proposals that one or more of Tecumseh, Herrick Foundation, the Trusts, Todd W. Herrick and/or Toni L. Herrick 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. Todd W. Herrick, as a member of the Board of Trustees of Herrick Foundation, as a trustee of the Trusts, and/or in his personal capacity, 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 Tecumseh's, Herrick Foundation's, the Trusts' or his personal best interests at that time. On March 6, 2007, Todd W. Herrick and the Herrick Foundation filed a lawsuit against Albert A. Koch, Peter M. Banks, David M. Risley (collectively, the "Director Defendants") and Tecumseh in the Lenawee County Circuit Court, Case No. 07-2525-CZ (the "Herrick Lawsuit"). On March 20, 2007, Tecumseh filed a lawsuit against Todd W. Herrick, Kent B. Herrick, Toni Herrick, Michael Indenbaum and Herrick Foundation in the United States District Court for the Eastern District of Michigan, Southern Division, Case No. 07-2525-CZ (the "Tecumseh Lawsuit"). On April 2, 2007, Tecumseh entered into a Settlement and Release Agreement, a copy of which is attached as Exhibit 99.2 to Amendment No. 3 to this Schedule and incorporated into this Schedule by reference (the "Settlement Agreement"), with Todd W. Herrick, Kent B. Herrick, Toni L. Herrick, Herrick Foundation, and Michael A. Indenbaum (collectively, the "Herrick Entities") and the Director Defendants settling corporate governance disputes that had been the subject of the Herrick Lawsuit and the Tecumseh Lawsuit. Page 4 of 26 pages CUSIP No. 878895 10 1 Pursuant to the Settlement Agreement, among other things: (1) Todd W. Herrick resigned from Tecumseh's board and the board appointed Kent B. Herrick to fill the vacancy, (2) effective July 31, 2007, Mr. Koch resigned from the board, (3) effective August 13, 2007, (a) Edwin L. Buker, William E. Aziz, Steven J. Lebowski and, independent of the Settlement Agreement, Jeffry N. Quinn were appointed as new directors of Tecumseh, (b) Edwin L. Buker was appointed President and Chief Executive Officer of Tecumseh, and (c) James J. Bonsall ceased to be Tecumseh's interim President and Chief Operating Officer. Todd W. Herrick and the other Herrick entities agreed to exercise their voting rights in a manner consistent with the terms of the Settlement Agreement through the 2008 annual meeting of shareholders, which was held on April 30, 2008. Under the Settlement Agreement, among other things, (1) Tecumseh paid Kent B. Herrick a lump sum severance payment in the amount of $120,000, which was equal to one year's salary at the rate in effect when he was terminated from his position with Tecumseh on January 19, 2007, and (2) Tecumseh reimbursed Todd W. Herrick, Kent B. Herrick, Toni L. Herrick and Herrick Foundation for legal expenses incurred in connection with the Herrick Lawsuit, the Tecumseh Lawsuit, the Settlement Agreement, and related in the amount of $300,000. The Settlement Agreement has additional terms and conditions, and the full Settlement Agreement, attached as Exhibit 99.2 to Amendment No. 3 to this Schedule, should be reviewed in its entirety. On March 10, 2008, Herrick Foundation, through Todd W. Herrick, its President, sent a letter to Tecumseh's Board of Directors, a copy of which was attached as Exhibit 99.3 to Amendment No. 4 to this Schedule. The letter stated that Herrick Foundation, in the exercise of its fiduciary duties, engaged Beringea LLC to review and evaluate Herrick Foundation's shareholdings in Tecumseh. Beringea recommended that Herrick Foundation liquidate its position in Tecumseh stock in the short term and Herrick Foundation's Board of Directors determined that it should pursue a sale. Herrick Foundation also stated that it believes it is possible that Herrick family members and the Trusts would also be interested in liquidating their positions. After discussions with representatives of Tecumseh and considering its alternatives, because Herrick Foundation believed it would be in the best interests of all shareholders to sell Tecumseh in the short term, Herrick Foundation requested that Tecumseh form a committee of Tecumseh's Board of Directors to explore the possible sale of Tecumseh to strategic and/or financial buyers. Simultaneously with these actions, Herrick Foundation began approaching potential buyers regarding their interest in purchasing Herrick Foundation's shares in Tecumseh or in purchasing Tecumseh. Therefore, Herrick Foundation also requested Tecumseh's Board of Directors take all necessary action to redeem or terminate Tecumseh's poison pills, eliminate the Class A Protective Provision contained in Tecumseh's Articles of Incorporation (including the proposal in this year's proxy statement) and take all other necessary steps to avoid the application of the anti-takeover provisions under applicable law that may have an adverse effect on Herrick Foundation's ability to sell its shares to a third party or on a potential purchaser's ability to purchase Tecumseh. The letter has additional terms and conditions, and the full letter, attached as Exhibit 99.3 to Amendment No. 4 to this Schedule, should be reviewed in its entirety. Page 5 of 26 pages CUSIP No. 878895 10 1 On March 30, 2008, Tecumseh responded that its Governance and Nominating Committee, on behalf of the Board, had determined that the proposal to eliminate the Class A Protective Provision was not in the best interests of Tecumseh and all of its shareholders. On April 4, 2008, a majority of Tecumseh's Board amended Tecumseh's bylaws to raise the percentage of voting shares needed to call a special meeting of shareholders from 50% to 75% (the "Bylaw Amendment"). On April 16, 2008, Herrick Foundation sent a letter to Tecumseh's Board urging the Board to reverse the Bylaw Amendment or submit it to a vote of shareholders. On April 24, 2008, Tecumseh responded that its Governance and Nominating Committee had determined not to recommend that the Board redeem or terminate Tecumseh's Class A and Class B Rights Agreements or take action to avoid application of certain anti-takeover provisions under applicable law at this time. The letter also indicated that the Board had authorized the Governance Committee to consider potential alternatives that would facilitate the Herrick Foundation's desire to sell its Class A and Class B shares in a manner that is in the best interests of Tecumseh and all of its shareholders. The letter did not agree to reverse the Bylaw Amendment. On June 13, 2008, pursuant to Plaintiff Herrick Foundation's Verified Complaint for Declaratory, Injunctive and Other Relief, a copy of which is attached as Exhibit 99.1 to Amendment No. 5 to this Schedule and is incorporated in this Schedule by reference, Herrick Foundation filed a lawsuit against Tecumseh in the Lenawee County Circuit Court (the "Special Meeting Lawsuit"). The Special Meeting Lawsuit asked the court, among other things, to invalidate the Bylaw Amendment and to require Tecumseh to notice and hold a special meeting of the shareholders of Tecumseh, at which Herrick Foundation will seek to remove and replace two of Tecumseh's directors (Peter M. Banks and David M. Risley). On August 11, 2008, the Court entered an order in the Special Meeting Lawsuit requiring Tecumseh to timely call and hold a special meeting of shareholders on November 21, 2008. A copy of the Court's order is attached as Exhibit 99.4 to Amendment No. 6 to this Schedule, is incorporated in this Schedule by reference and should be reviewed in its entirety. The results of voting at the special meeting were announced at the adjourned meeting on December 5, 2008. Although Herrick Foundation was disappointed that it fell short of the majority of all outstanding voting shares needed to pass its proxy proposal to remove two existing directors from Tecumseh's board, it was encouraged by the amount of support it received from Tecumseh shareholders. Also, on December 5, 2008, Tecumseh announced that it had amended its bylaws to lower the percentage of voting shares needed to call a special meeting of shareholders from 75% back to 50%. Other than as described above and other than as described in Tecumseh's SEC filings, Todd W. Herrick has no current plans or proposals which relate to, or would result in, (a) the acquisition by any person of additional securities of Tecumseh, or the disposition of securities of Tecumseh, except as described in paragraph (b) below, (b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Tecumseh or any of its subsidiaries, other than those described by Tecumseh or Herrick Foundation in its SEC filings or in the March 10, 2008 letter described above, (c) any sale or transfer of a material amount of Page 6 of 26 pages CUSIP No. 878895 10 1 assets of Tecumseh or any of its subsidiaries, other than those described by Tecumseh or Herrick Foundation in its SEC filings or in the March 10, 2008 letter described above, (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 from time to time, Herrick Foundation may propose nominees for director, (e) any material change in Tecumseh's present capitalization or dividend policy, except as described by Tecumseh or Herrick Foundation in its SEC filings, (f) any other material change in Tecumseh's business or corporate structure, except as described by Tecumseh or Herrick Foundation in its SEC filings, (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, except as described by Tecumseh or Herrick Foundation in its SEC filings, (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. The foregoing notwithstanding, Todd W. Herrick intends to remain free to take such actions, including the making of such proposals, as he may from time to time deem appropriate in light of the circumstances which might arise from time to time. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The number and percentage of shares of Class B Stock beneficially owned by Todd W. Herrick as of December 9, 2008 are as follows:
Number Percent ------------ ---------- Todd W. Herrick 1,679,445 (1) 33.1% (2)
(1) The shares shown above as beneficially owned by Todd W. Herrick consist of (1) 21,906 shares of Class B Stock owned by Todd W. Herrick, (2) 769,426 shares owned by Herrick Foundation, of which Todd W. Herrick is one of three members of the Board of Trustees, and (3) 888,113 shares of Class B Stock held by the Trusts of which Todd W. Herrick and Toni L. Herrick are the trustees who are descendants of Kenneth Herrick and, therefore, control the Trusts' Tecumseh stock. (2) Based on the 5,077,746 shares of Class B Stock reported as outstanding as of September 30, 2008 in Tecumseh's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008. Todd W. Herrick is the sole beneficial owner of 21,906 shares of Class B Stock, or approximately 0.4% of the outstanding Class B Stock. Todd W. Herrick is also one of three members of the Board of Trustees of Herrick Foundation, the others being Kent B. Herrick and Michael A. Indenbaum. Herrick Foundation is a Michigan nonprofit corporation, which is a "Private Foundation" as defined in the Internal Page 7 of 26 pages CUSIP No. 878895 10 1 Revenue Code of 1986, as amended, organized for charitable purposes. Herrick Foundation owns 769,426 shares of Class B Common Stock, or approximately 15.2% of the outstanding shares of Class B Stock. Toni L. Herrick is Todd W. Herrick's sister, is an artist and this is her present principal occupation or employment. Toni L. Herrick's address is 7028 Foxmoor Court E, P.O. Box 19555, Kalamazoo, Michigan 49009. Toni L. Herrick is a citizen of the United States of America. Kent B. Herrick is Todd W. Herrick's son, has been a director of Tecumseh since April 10, 2007 and is a member of the Board of Trustees and a paid employee of Herrick Foundation, and this is his present principal occupation or employment. Kent B. Herrick's address is 9693 Woodbend, Saline, Michigan 48176, and Tecumseh's business address at 1136 Oak Valley Drive, Ann Arbor, Michigan 48108. Kent B. Herrick is a citizen of the United States of America. Michael A. Indenbaum is an attorney and this is his present principal occupation or employment. Michael A. Indenbaum's business address is 2290 First National Building, 660 Woodward Ave., Detroit, Michigan 48226-3506. 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 is a citizen of the United States of America. Todd W. Herrick and Toni L. Herrick share voting and investment power over the shares of Class B Common Stock held in the Trusts. Michael A. Indenbaum and National City Bank are also trustees of the Trusts, but they do not exercise any voting or investment power over the Tecumseh shares held in the Trusts. National City Bank is a national banking association with its principal offices located at National City Center, 1900 East Ninth Street, Cleveland, Ohio 44114-3484. The Trusts own 888,113 shares of Class B Common Stock, or approximately 17.5% of the outstanding Class B Stock. None of Toni L. Herrick, Kent B. Herrick, Michael A. Indenbaum or National City Bank has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of Toni L. Herrick, Kent B. Herrick, Michael A. Indenbaum or National City Bank 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. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, Todd W. Herrick expressly declares that the filing of this Schedule 13D shall not be construed as an admission that he is a beneficial owner of any of the shares of Tecumseh covered by this Schedule 13D, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, except the 21,906 Page 8 of 26 pages CUSIP No. 878895 10 1 shares of Class B Stock referred to above as beneficially owned by Todd W. Herrick, and Todd W. Herrick expressly disclaims all beneficial ownership of any kind or character in, to, or with respect to, all or any of the balance of the Class B Stock referred to in this Schedule 13D. Todd W. Herrick has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 21,906 shares of the outstanding Class B Common Stock. Todd W. Herrick has shared power to vote or direct the vote and to dispose or to direct the disposition of 1,657,539 shares of Class B Stock. Todd W. Herrick expressly disclaims that he or any one or more of the above named persons constitute a "group" within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934. None of Todd W. Herrick, Toni L. Herrick, Herrick Foundation or the Trusts has engaged in any transactions in shares of Class B Stock in the past 60 days. 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 769,426 shares of Class B Stock owned by Herrick Foundation. 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 L. Herrick, and their descendants. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than those relationships with other members of the Board of Trustees of Herrick Foundation and the other trustees of the Trusts, Todd W. Herrick's oversight responsibilities for Herrick Foundation and Todd W. Herrick's and Toni L. Herrick's responsibilities for the Trusts, which are necessarily shared with the other trustees, and the Settlement Agreement, described in Item 4 above and attached as Exhibit 99.2 to Amendment No. 3 to this Schedule, Todd W. Herrick does not have any 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. 99.1 Plaintiff Herrick Foundation's Verified Complaint for Declaratory, Injunctive and Other Relief, dated June 13, 2008, in the case of Herrick Foundation v. Tecumseh Products Company, Case No. 08-3015-CZ, in the Michigan Circuit Court for the County of Lenawee, incorporated by reference to Exhibit 99.1 to Amendment No. 5 to this Schedule 13D, dated June 13, 2008 and filed June 16, 2008. Page 9 of 26 pages CUSIP No. 878895 10 1 99.2 Settlement and Release Agreement, dated as of April 1, 2007, among Tecumseh Products Company, Herrick Foundation, Todd W. Herrick, Toni Herrick, Kent B. Herrick, Michael Indenbaum, Albert A. Koch, Peter Banks and David M. Risley, incorporated by reference to Exhibit 99.2 to Amendment No. 3 to this Schedule 13D, dated April 2, 2007 and filed April 11, 2007. 99.3 Letter from Herrick Foundation to the Board of Directors of Tecumseh Products Company, dated March 10, 2008, incorporated by reference to Exhibit 99.3 to Amendment No. 4 to this Schedule 13D, dated March 10, 2008 and filed March 10, 2008. 99.4 Order Regarding a Special Meeting of Shareholders, entered August 11, 2008 by the Lenawee Country, Michigan Circuit Court, incorporated by reference to Exhibit 99.4 to Amendment No. 6 to this Schedule 13D, dated August 11, 2008 and filed August 14, 2008. 99.5 Herrick Foundation Say on Executive Pay Shareholder Proposal to Tecumseh Products Company, dated December 4, 2008. 99.6 Plaintiff Herrick Foundation's Verified Complaint for Declaratory, Injunctive and Other Relief, dated December 8, 2008, in the case of Herrick Foundation v. Tecumseh Products Company, Case No. 08-3194-CZ, in the Michigan Circuit Court for the County of Lenawee. 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 11, 2008 /s/ TODD W. HERRICK ------------------------------- Todd W. Herrick Page 10 of 26 pages CUSIP No. 878895 10 1 EXHIBIT INDEX Exhibit Number and Description 99.1 Plaintiff Herrick Foundation's Verified Complaint for Declaratory, Injunctive and Other Relief, dated June 13, 2008, in the case of Herrick Foundation v. Tecumseh Products Company, Case No. 08-3015-CZ, in the Michigan Circuit Court for the County of Lenawee, incorporated by reference to Exhibit 99.1 to Amendment No. 5 to this Schedule 13D, dated June 13, 2008 and filed June 16, 2008. 99.2 Settlement and Release Agreement, dated as of April 1, 2007, among Tecumseh Products Company, Herrick Foundation, Todd W. Herrick, Toni Herrick, Kent B. Herrick, Michael Indenbaum, Albert A. Koch, Peter Banks and David M. Risley, incorporated by reference to Exhibit 99.2 to Amendment No. 3 to this Schedule 13D, dated April 2, 2007 and filed April 11, 2007. 99.3 Letter from Herrick Foundation to the Board of Directors of Tecumseh Products Company, dated March 10, 2008, incorporated by reference to Exhibit 99.3 to Amendment No. 4 to this Schedule 13D, dated March 10, 2008 and filed March 10, 2008. 99.4 Order Regarding a Special Meeting of Shareholders, entered August 11, 2008 by the Lenawee Country, Michigan Circuit Court, incorporated by reference to Exhibit 99.4 to Amendment No. 6 to this Schedule 13D, dated August 11, 2008 and filed August 14, 2008. 99.5 Herrick Foundation Say on Executive Pay Shareholder Proposal to Tecumseh Products Company, dated December 4, 2008. 99.6 Plaintiff Herrick Foundation's Verified Complaint for Declaratory, Injunctive and Other Relief, dated December 8, 2008, in the case of Herrick Foundation v. Tecumseh Products Company, Case No. 08-3194-CZ, in the Michigan Circuit Court for the County of Lenawee. Page 11 of 26 pages EX-99.5 2 k47062exv99w5.txt EXHIBIT 99.5 Exhibit 99.5 Herrick Foundation c/o Michael Indenbaum 2290 First National Building 660 Woodward Ave. Detroit, Michigan 48226-3506 December 4, 2008 VIA E-MAIL AND FEDERAL EXPRESS Tecumseh Products Company 1136 Oak Valley Drive Ann Arbor, Michigan 48108 Attention: Lynn Dennison, Vice President, General Counsel and Secretary RE: SHAREHOLDER PROPOSAL FOR THE 2008 ANNUAL MEETING OF SHAREHOLDERS Ladies and Gentlemen: Herrick Foundation, a Michigan non-profit corporation ("Herrick Foundation"), as a beneficial owner and holder of record of shares of Class B Common Stock, $1.00 par value per share (the "Common Stock"), of Tecumseh Products Company (the "Company"), submits this notice (the "Notice") to the Company in accordance with the requirements of Rule 14a-8 of the rules of the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as amended, and the applicable provisions of Article I, Section 4 of the Amended and Restated Bylaws of the Company, as amended through April 4, 2008. Herrick Foundation's address is c/o Michael Indenbaum, 2290 First National Building, 660 Woodward Ave., Detroit, Michigan 48226-3506. Herrick Foundation is a beneficial owner and holder of record of shares of Common Stock registered on the stock transfer books of the Company in the name of Herrick Foundation. On the date of this Notice Herrick Foundation owns of record and beneficially 769,426 shares (15.2%) of the Common Stock, Herrick Foundation has continuously held the required number of shares (under Rule 14a-8) for more than one year prior to the date of this Notice and intends to Page 12 of 26 pages continue ownership of the required number of shares through the date of the Annual Meeting. Copies of Form 4s, dated September 4, 2007, May 12, 2008, May 19, 2008, June 4, 2008, June 17, 2008, June 25, 2008, July 2, 2008 and September 25, 2008 are attached showing such ownership by Herrick Foundation. Herrick Foundation represents that it intends to appear at the 2008 annual meeting of the Company's shareholders (the "Annual Meeting") in person or by proxy to present the business specified in this Notice. Herrick Foundation is seeking to have the Company include the following proposal and supporting statement in the Company's proxy statement and identify it in its form of proxy in connection with the Annual Meeting: SAY ON EXECUTIVE PAY PROPOSAL RESOLVED, that shareholders of Tecumseh Products Company ("Tecumseh") recommend that Tecumseh's Board adopt a policy to give shareholders the opportunity at each annual meeting of shareholders to vote on an advisory resolution, proposed by management, to ratify the compensation of the named executive officers ("NEOs") set forth in the proxy statement's Summary Compensation Table ("SCT") and the accompanying narrative disclosure of material factors provided to understand the SCT (but not the Compensation Discussion and Analysis). The proposal submitted to shareholders should make clear that the vote is non-binding and would not affect any compensation paid or awarded to any NEO. SUPPORTING STATEMENT Investors are increasingly concerned about mushrooming executive pay which often appears to be insufficiently aligned with the creation of shareholder value. In our view, senior executive compensation at our Company has not always been structured in ways that best serve shareholders' interests. For example, on November 20, 2008, Tecumseh amended its agreement with its CEO providing him with change in control severance if Herrick Foundation was successful in replacing directors at the 2008 Special Shareholders Meeting and his employment terminated without cause or he quit for good reason. It also agreed to make $1,500,000 in retention payments and award $1,500,000 in phantom shares, not for performance, but for staying employed for 18 to 21 months (or, for phantom shares, being terminated without cause or quitting for good reason). He was already being paid for staying employed and already had a severance arrangement. Other executives received enhanced severance arrangements recently too. Page 13 of 26 pages While the Board was aware well before the meeting that the CEO's amendment was imminent, because the amendment was not actually executed until the day before the meeting, Tecumseh did not disclose it to shareholders before the meeting. The shareholders, therefore, were not able to consider the propriety of this new compensation arrangement in deciding how to vote at the meeting. Currently, stock exchange listing standards require shareholder approval of equity-based compensation plans; those plans, however, give compensation committees substantial discretion in making awards and establishing performance thresholds. We believe shareholders do not have any mechanism for providing ongoing feedback on the application of those general standards to individual pay packages. Similarly, performance criteria submitted for shareholder approval to allow a company to deduct compensation in excess of $1,000,000 are broad and do not significantly constrain compensation committees in setting performance targets for particular senior executives. Withholding votes from compensation committee members who are standing for re-election to the Board is a blunt and insufficient instrument for registering dissatisfaction with the way the committee administered compensation plans and policies in the previous year. Accordingly, we urge our Company's Board to allow shareholders to express their opinion about senior executive compensation at our Company by establishing an annual referendum process. The results of such a vote would, we think, provide our Company with useful information about whether shareholders view Tecumseh's senior executive compensation practices, as reported each year, to be in shareholders' best interests. The reasons for conducting such business at the annual meeting are stated above. Herrick Foundation believes the results of such a vote would provide the Company with useful information about whether shareholders view the Company's senior executive compensation practices to be in the shareholders' best interests and will help to enhance shareholder value. Matters disclosed in any part of this Notice, including the Annexes and documents incorporated by reference, should be deemed disclosed for all purposes of this Notice. The proposal described in this Notice is a proper matter for shareholder action. Herrick Foundation will supply any additional information that you reasonably request in connection with this Notice. Herrick Foundation requests prompt notification of any objection that you may have to this Notice or to including the proposal and supporting statement described in this Notice in the Company's proxy statement in connection with the Annual Meeting. Page 14 of 26 pages Sincerely yours HERRICK FOUNDATION By: /s/ Todd W. Herrick ----------------------------------- Its: President Page 15 of 26 pages ANNEX A INFORMATION CONCERNING HERRICK FOUNDATION GENERAL: For additional information regarding Herrick Foundation, see (1) the Tecumseh Products Company's Proxy Statement, dated October 24, 2008, in connection with the Company's November 21, 2008 Special Meeting of Shareholders, (2) Herrick Foundation's Proxy Statement, dated October 28, 2008, in connection with the Company's November 21, 2008 Special Meeting of Shareholders, (3) the most recent amendment to the Schedule 13G filed by Herrick Foundation with respect to his ownership of Class B Common Stock, (4) the most recent amendment to the Schedule 13D filed by Todd W. Herrick with respect to his ownership of Class B Common Stock, (5) the Form 4s, dated September 4, 2007, May 12, 2008, May 19, 2008, June 4, 2008, June 17, 2008, June 25, 2008, July 2, 2008 and September 25, 2008, filed by Herrick Foundation reporting transactions in the Company's securities. NAME: Herrick Foundation ADDRESS: c/o Michael Indenbaum, 2290 First National Building, 660 Woodward Ave., Detroit, Michigan 48226-3506. SHARES OWNED: Herrick Foundation owns, beneficially and of record, 769,426 shares of Class B Common Stock of the Company. Page 16 of 26 pages EX-99.6 3 k47062exv99w6.txt EXHIBIT 99.6 Exhibit 99.6 STATE OF MICHIGAN IN THE CIRCUIT COURT FOR THE COUNTY OF LENAWEE HERRICK FOUNDATION, Plaintiff, v. Case No. 08- -CZ TECUMSEH PRODUCTS COMPANY, Hon. Defendants. HONIGMAN MILLER SCHWARTZ AND COHN LLP LUCAS LAW, PC By: Robert M. Jackson (P40723) By: Frederick Lucas (P29074) Arthur T. O'Reilly (P70406) Counsel for Plaintiff Counsel for Plaintiff 7577 US Highway 12 2290 First National Building Onsted, Michigan 49265 660 Woodward Avenue (517) 467-4000 Detroit, Michigan 48226 (313) 465-7430 VERIFIED COMPLAINT FOR DECLARATORY, INJUNCTIVE AND OTHER RELIEF A civil action between these parties was previously filed in this Court, where it was given Case No. 08-3015-CZ, and was assigned to Judge Timothy P. Pickard. That action remains pending. Plaintiff Herrick Foundation, by and through its counsel, states the following as its complaint for declaratory, injunctive and other relief against Tecumseh Products Company ("Tecumseh"): Page 17 of 26 pages INTRODUCTION 1. To further entrench themselves at Tecumseh and to significantly dilute Plaintiff's voting interest, on December 4, 2008, Tecumseh's Board declared an unlawful and inequitable stock split (the "Stock Split") without shareholder approval or a vote. The Stock Split has the direct and intended effect of significantly reducing Plaintiff's voting interest in Tecumseh from 15.2% to just 4.2% and all the Class B shareholder voting interests from 100% to 27%. To preserve Plaintiff's interests as a voting shareholder, Plaintiff seeks immediate declaratory and injunctive relief to invalidate and enjoin the Stock Split. THE PARTIES, JURISDICTION AND VENUE 2. Plaintiff is a Michigan nonprofit corporation that beneficially owns 769,426 voting shares, which is approximately 15.2% of the outstanding Class B common stock (the only voting class) of Tecumseh. Plaintiff is a Private Foundation under the Internal Revenue Code, organized for charitable purposes. The Board of Trustees of Plaintiff currently consists of Todd W. Herrick, Kent B. Herrick, and Michael Indenbaum. 3. Tecumseh is a Michigan corporation which conducts business in Lenawee County, Michigan. Members of the Herrick family have managed Tecumseh from its inception in 1934 until 2007. Tecumseh is a full line, independent global manufacturer of hermetic compressors for air conditioning and refrigeration products, and Tecumseh's products are sold in over 110 countries around the world. Tecumseh is a publicly-traded company listed on The NASDAQ Stock Market. The total number of issued and outstanding Class B common shares of Tecumseh is 5,077,746, and the total number of issued and outstanding Class A common shares of Tecumseh is 13,401,938. 4. Venue is proper in this Court because Tecumseh conducts business in Lenawee County, Michigan. In addition, Plaintiff's causes of action arose in Lenawee County, Michigan. Page 18 of 26 pages 5. This Court has jurisdiction pursuant to Michigan's general jurisdiction statutes because the amount in controversy, exclusive of interests and costs, exceeds $25,000 and because the plaintiff seeks injunctive, declaratory and other equitable relief arising out of an actual controversy between the parties. MCR 2.605; MCL Section 600.605. BACKGROUND FACTS 6. In a prior action brought against Tecumseh, Case No. 07-2525-CZ (the "Corporate Governance Lawsuit"), Plaintiff challenged, among other things, a retaliatory resolution adopted by the majority of Tecumseh's Board to pack the Board and interfere with Plaintiff's voting rights as a shareholder. After this Court made clear that it would not allow Tecumseh to take actions targeted at impeding Plaintiff's rights, the parties entered into a settlement agreement, resolving the claims in that lawsuit and another federal case in 2007. 7. On June 13, 2008, Plaintiff brought another lawsuit against Tecumseh before this Court, which was assigned Case No. 08-3015-CZ (the "Supermajority Bylaw Lawsuit"). Plaintiff challenged Tecumseh's amendment to the bylaws -- to raise from 50% to 75% the number of shareholders necessary to require a special meeting -- as an improper effort to preclude Plaintiff from voting on changes to the Board's composition. 8. On August 11, 2008, this Court ordered that Tecumseh must call and hold a special meeting of voting shareholders on November 21, 2008 (the "Special Meeting") as part of the Supermajority Bylaw Lawsuit. See Exhibit A Para 1. The stated purpose of the Special Meeting was "to consider the removal of Peter Banks and David Risley as Directors, and, to the extent that removal is approved, the election of Directors to fill the vacancies created by the removal." See id. at Para 3. Although more votes were cast to remove Mr. Risley than against his removal, the majority of all outstanding voting shares needed to remove the directors was not obtained. Page 19 of 26 pages 9. On December 4, 2008, Plaintiff submitted a "Say on Executive Pay" proposal to Tecumseh for inclusion in its proxy materials for the 2009 Annual Meeting of Shareholders. That same day, on December 4, 2008, a majority of the Board of Tecumseh (including Messrs. Banks and Risley) declared a share "dividend" as part of a so-called "recapitalization plan," which is in reality a stock split. 10. Pursuant to this Stock Split, two Class A shares will be issued for each outstanding Class A share and two Class A shares will be issued for each outstanding Class B share. The Stock Split will reduce the total number and the voting power of Class B voting shares to less than 10% of all outstanding shares. The Class B shareholders currently hold 100% of the voting power. 11. According to Article IV(f) of Tecumseh's Restated Articles of Incorporation ("Restated Articles"), "[a]ll outstanding shares of Class A Common Stock automatically shall convert into shares of Class B Common Stock on a share-for-share basis if at any time the number of outstanding shares of Class B Common Stock . . . falls below 10% of the aggregate number of outstanding shares of Class A Common Stock and of Class B Common Stock." Exhibit B. This provision was designed to address a situation where the number of Class B shares fell below 10% through, for example, redemption of Class B shares or the issuance of more Class A shares for capital-raising purposes. It was not intended to be a sword to be used by the Board to unreasonably dilute the vote of the current Class B shareholders. 12. Tecumseh did not seek shareholder approval prior to declaring this unlawful and inequitable Stock Split, which it formerly acknowledged was the only fair way to implement the "recapitalization plan." The Stock Split applies to all shares of record as of December 15, 2008, and the Stock Split will be completed on December 31, 2008 -- less than a month from today. Page 20 of 26 pages 13. Even more egregious than Tecumseh's actions in the Corporate Governance Lawsuit and the Supermajority Bylaw Lawsuit, the Stock Split announced on December 5, 2008 is an improper and inequitable action designed to significantly dilute Plaintiff's and other Class B shareholder's voting rights and entrench the current directors. The direct and intended effect of the Stock Split is to drastically reduce Plaintiff's voting interest by approximately 73%, from 15.2% to less than 4.2%, and will reduce all of the Class B shareholder voting interests from 100% to 27%. COUNT I 14. Plaintiff incorporates Paragraphs 1 through 13, above. 15. There is an actual controversy within this Court's jurisdiction between Plaintiff and Tecumseh pursuant to MCR 2.605, and Plaintiff has no adequate remedy at law. 16. Through the Stock Split, Tecumseh has taken actions to thwart and interfere with the voting rights of Plaintiff and other shareholders and to entrench the existing board members. 17. The declaration of the Stock Split was made without compelling justification, for improper and inequitable purposes, and is otherwise invalid under Michigan law and policy. 18. This Court should immediately declare that the Stock Split is invalid and of no force and effect, prevent Tecumseh from issuing the Class A dividend to implement its illegal and inequitable Stock Split, and issue temporary, preliminary and permanent injunctive relief to that effect. 19. Unless this Court immediately invalidates and prohibits Tecumseh from issuing the Class A dividend to implement its unlawful and inequitable Stock Split, Plaintiff will suffer Page 21 of 26 pages irreparable injury through the loss and impairment of its shareholder voting interests in the unique, viable businesses of Tecumseh in which it is invested. Among other things, Plaintiff's voting influence will be cut by approximately 73% at precisely the time that it is proposing a "Say on Executive Pay" and taking other proper shareholder actions. 20. There is a substantial likelihood that Plaintiff will prevail on the merits of its claims entitling it to the declaratory and injunctive relief sought herein. 21. Plaintiff is at risk to be harmed to a greater degree by the absence of the declaratory and injunctive relief sought herein than the harm that would be suffered by Tecumseh by the granting of such relief as Tecumseh could legitimately achieve the recapitalization by an amendment to the Restated Articles approved by a majority of the outstanding Class B shares. 22. The public interest concerning Tecumseh, a publicly-traded Michigan corporation, will be protected if the declaratory and injunctive relief requested by Plaintiff is granted, and there is no need whatsoever for Tecumseh to proceed with the Stock Split at this time and without shareholder approval. 23. Without such declarations and injunctions, Plaintiff will be significantly and irreparably damaged. Pursuant to MCR 2.605(D), Plaintiff requests that this action be advanced by the Court on its docket on an expedited basis. WHEREFORE, Plaintiff respectfully requests that this Court issue a declaration of rights and a temporary, preliminary and permanent injunction against Tecumseh granting Plaintiff at least the following relief: a. Temporarily, preliminarily, and permanently enjoining and declaring invalid the Stock Split and enjoining the issuance of the Class A share dividend; b. Declaring and enjoining Tecumseh from engaging in any activity that would thwart or interfere with the voting rights of Plaintiff; Page 22 of 26 pages c. Ordering Tecumseh to pay Plaintiff's attorneys fees, costs, and related expenses; and d. Awarding all other relief which the Court deems just and appropriate. COUNT II 24. Plaintiff incorporates Paragraphs 1 through 23, above. 25. Article IV(C) of Tecumseh's Restated Articles provides that, where a split of one class of stock occurs, the other class is required to be split in the same manner, thus maintaining the proportional levels of ownership of the different classes after the split as before the split. Specifically, Article IV(C) provides: "[I]f the Corporation shall in any manner split, subdivide or combine the outstanding shares of Class A Common Stock or Class B Common Stock, the outstanding shares of the other such class of Common Stock shall be proportionally split, subdivided or combined in the same manner and on the same basis as the outstanding shares of the other class of Common Stock have been split, subdivided or combined." Exhibit B at Article IV(C). 26. The Stock Split would accomplish a 3 - for-1 split or subdivision of the Class A Common Stock without a corresponding split or subdivision of the Class B Common Stock, as required by Article IV(C) of Tecumseh's Restated Articles. 27. Tecumseh purposefully structured its Stock Split to change the proportional levels of ownership of stock in an effort to drastically reduce the voting interests of Plaintiff and to entrench management at Tecumseh. The provision in Tecumseh's Restated Articles providing for conversion of Class A shares into Class B shares when the Class B shares "falls" below 10% of the total shares outstanding cannot be used to allow the Board to unilaterally dilute the voting Page 23 of 26 pages interests of the Class B shares. It was not designed as a sword by which the Board may seek to eliminate the Class and substantially reduce its voting rights. 28. Unless this Court immediately invalidates and prohibits Tecumseh from issuing the Class A dividend to implement its unlawful and inequitable Stock Split, Plaintiff will suffer irreparable injury through the loss and impairment of its shareholder voting interests in the unique, viable businesses of Tecumseh in which it is invested. Among other things, Plaintiff's voting influence will be cut by approximately 73% at precisely the time that it is proposing a "Say on Executive Pay" and taking other proper shareholder actions. 29. There is a substantial likelihood that Plaintiff will prevail on the merits of its claims entitling it to the declaratory and injunctive relief sought herein. 30. Plaintiff is at risk to be harmed to a greater degree by the absence of the declaratory and injunctive relief sought herein than the harm that would be suffered by Tecumseh by the granting of such relief as Tecumseh could legitimately achieve the recapitalization by an amendment to the Restated Articles approved by a majority of the outstanding Class B shares. 31. The public interest concerning Tecumseh, a publicly-traded Michigan corporation, will be protected if the declaratory and injunctive relief requested by Plaintiff is granted, and there is no need whatsoever for Tecumseh to proceed with the Stock Split at this time and without shareholder approval. 32. Without such declarations and injunctions, Plaintiff will be significantly and irreparably damaged. Pursuant to MCR 2.605(D), Plaintiff requests that this action be advanced by the Court on its docket on an expedited basis. Page 24 of 26 pages WHEREFORE, Plaintiff respectfully requests that this Court issue a declaration of rights and a temporary, preliminary and permanent injunction against Tecumseh granting Plaintiff at least the following relief: Temporarily, preliminarily, and permanently enjoining and declaring invalid the Stock Split and enjoining the issuance of the Class A share dividend; Declaring and enjoining Tecumseh from engaging in any activity that would thwart or interfere with the voting rights of Plaintiff; Ordering Tecumseh to pay Plaintiff's attorneys fees, costs, and related expenses; and Awarding all other relief which the Court deems just and appropriate. Respectfully submitted, HONIGMAN MILLER SCHWARTZ AND COHN LLP Counsel for Plaintiff By: /s/ Robert M. Jackson . ------------------------------------- Robert M. Jackson (P40723) Arthur T. O'Reilly (P70406) 2290 First National Building 660 Woodward Avenue Detroit, Michigan 48226 (313) 465-7430 and LUCAS LAW, PC Counsel for Plaintiff By: /s/ Frederick Lucas . ------------------------------------- Frederick Lucas (P29074) 7577 US Highway 12 Onsted, Michigan 49265 Dated: December 8, 2008 (517) 467-4000 Page 25 of 26 pages VERIFICATION STATE OF MICHIGAN ) )ss COUNTY OF LENAWEE ) Todd W. Herrick, being first duly sworn, deposes and states that he has read the foregoing Verified Complaint and that the allegations set forth in the Verified Complaint are true and correct to the best of his information, knowledge and belief, except those allegations which are made upon information and belief and those allegations which set forth legal conclusions. /s/ TODD W. HERRICK ------------------------------------- Todd. W. Herrick Subscribed and sworn to before me, this 8th day of December, 2008. Donna K. Moyer - ------------------------------------ Notary Public, Lenawee, Michigan Donna K. Moyer My commission expires: 5/21/11 Page 26 of 26 pages -----END PRIVACY-ENHANCED MESSAGE-----