8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):July 25, 2013

TECUMSEH PRODUCTS COMPANY

(Exact name of registrant as specified in its charter)

Michigan	0-452	38-1093240
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

5683 Hines Drive, Ann Arbor, Michigan	48108
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (734) 585-9500

(not applicable)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On July 25, 2013, we responded to a letter sent to our Board of Directors dated June 28, 2013 and filed with a Schedule 13D/A on July 2, 2013. This response is to follow up to our previous letter sent on July 12, 2013 and filed with a Form 8-K on that date. We are furnishing a copy of our response letter dated July 25, 2013 as Exhibit 99.1 to this report and incorporate it by reference in this Item 7.01.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is filed with this report:

Exhibit No.	Description
99.1	Letter to Mr. Todd Herrick dated July 25, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		TECUMSEH PRODUCTS COMPANY
Date:	July 25, 2013	By	/s/ James J. Connor
			James J. Connor, President, Chief Executive Officer and Director

EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter to Mr. Todd Herrick dated July 25, 2013

EX-99.1

Exhibit99.1

July 25, 2013

Mr. Todd Herrick

3970 Peninsula Dr.

Petoskey, MI 49770

Dear Mr. Herrick:

As I indicated in my July 12, 2013 letter to you, at its regularly scheduled Board Meeting on July 22, 2013, the Board considered your suggestion that it call a Special Meeting of Shareholders for the purpose of eliminating the dual class structure of the Tecumseh shares.

During the Board Meeting, we considered the additional time, expense and management distraction which would be required to conduct such a Special Meeting. We also considered, as we have previously announced, the fact that the Company intends to present a proposal to eliminate the dual class structure at its next regularly scheduled Annual Meeting of Shareholders in April of 2014. Indeed, the Company is in the process of preparing the necessary documents to present such a proposal to the Shareholders. Considering the necessary legal and accounting work and the SEC and stock exchange requirements and review, if the Board were to call such a Special Meeting, it could be scheduled, at the earliest, only a few months before the Annual Meeting.

Based upon this review, the Board determined that it would not be in the best interest of Shareholders to incur the additional costs and management time for the sole purpose of accelerating the vote on the change in share structure by such a short time. As always, we appreciate your continuing interest and support of Tecumseh, and we are always interested in your thoughts and ideas on how we can enhance the value of our Shareholders' investment in Tecumseh.

Very truly yours,

/s/ James J. Connor

James J. Connor

President and Chief Executive Officer

On behalf of Tecumseh Products Company's

Board of Directors