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 29, 2009

TECUMSEH PRODUCTS COMPANY

(Exact name of registrant as specified in its charter)

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

1136 Oak Valley 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 (see General Instruction A.2. below):

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

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

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

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

Item 8.01 Other Events.

On July 29, 2009, in connection with the solicitation of proxies, we will post certain materials to http://tecumseh.investorroom.com, including (i) responses to frequently asked questions relevant to the current proxy contest, (ii) important facts about the Company’s recapitalization proposal, (iii) a timeline of key events relevant to the current proxy contest, (iv) a summary of the Company’s strategic and operational progress since 2006, (v) a comparison of the qualifications and experience of the Company’s nominees against the Herrick Foundation nominees and (vi) a detailed presentation modeling a financial scenario for the Company based on the Herricks’ suggested initiatives and historical management decisions. These materials will be posted to http://tecumseh.investorroom.com on July 29, 2009 and are being filed herewith as Exhibits 99.1, 99.2, 99.3 99.4, 99.5 and 99.6, respectively to this Form 8-K in compliance with Rule 425 of the Securities Act of 1933, as amended, and are hereby incorporated into this Item 8.01.

TECUMSEH PRODUCTS COMPANY HAS FILED A DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS CONCERNING THE SPECIAL MEETING WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”) ON JULY 10, 2009. BEFORE SOLICITING PROXIES, THE COMPANY WILL PROVIDE SHAREHOLDERS WITH THE DEFINITIVE PROXY STATEMENT/PROSPECTUS. THE COMPANY ADVISES SHAREHOLDERS TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE COMPANY AND CERTAIN PROPOSALS TO BE PRESENTED TO A VOTE OF SHAREHOLDERS AT ITS 2009 ANNUAL MEETING. SHAREHOLDERS MAY OBTAIN FREE COPIES OF THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC AT THE SEC’S WEBSITE AT WWW.SEC.GOV. THEY MAY ALSO ACCESS A COPY OF THE COMPANY’S DEFINITIVE PROXY STATEMENT/PROSPECTUS BY ACCESSING WWW.TECUMSEH.COM. IN ADDITION, SHAREHOLDERS MAY OBTAIN A FREE COPY OF THE DEFINITIVE PROXY STATEMENT BY CONTACTING GEORGESON INC. TOLL FREE AT (866) 203-1198 (BANKS AND BROKERS CALL (212) 440-9800).

THE COMPANY, ITS DIRECTORS, SOME OF ITS EXECUTIVE OFFICERS AND CERTAIN OTHER OF ITS EMPLOYEES ARE PARTICIPANTS IN THE SOLICITATION OF PROXIES IN RESPECT OF THE MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING. INFORMATION ABOUT THE PARTICIPANTSISSET FORTH IN THE DEFINITIVE PROXY STATEMENT/PROSPECTUS. INFORMATION ABOUT THE PARTICIPANTS’ DIRECT OR INDIRECT INTERESTS IN THE MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING IS ALSO CONTAINED IN THE PROXY STATEMENT/PROSPECTUS REFERRED TO ABOVE.

2

Item 9.01 Financial Statements and Exhibits.

     The following exhibits are filed with this report:

Exhibit No.		Description
	99.1	Frequently Asked Questions
	99.2	Facts about the Recapitalization Plan
	99.3	Timeline
	99.4	Strategic and Operational Progress Summary
	99.5	Nominee Comparison
	99.6	Herrick Foundation Initiatives Presentation

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 29, 2009	By	/s/ James S. Nicholson
		James S. Nicholson
		Vice President, Treasurer and Chief Financial Officer

3

EX-99.1

Exhibit 99.1

Tecumseh 2009 Annual Meeting: FAQs

1.	What questions are on the ballot for the 2009 Annual Meeting?
	The Board of Directors recommends that shareholders vote on the WHITE proxy card. The Board believes that two issues are fundamental to the future of the Company:

• A “one-share, one vote for all” recapitalization plan. It will create a world-class capital structure for Tecumseh, giving equal voting power to each share. It will align voting power with ownership. The Board believes this would increase the liquidity of trading in the Company’s shares, and provide flexibility for acquisitions or a sale of the Company.

• A slate of Board nominees. The Board has nominated a slate of well-qualified candidates who have the experience and independence that Tecumseh needs as it drives toward its goals in today’s difficult economic environment.

	The Herricks, through the Herrick Foundation they control, is asking shareholders to vote against the Board’s proposals. The Herricks also have nominated a hand-picked slate of candidates. If elected, these candidates would give the Herricks majority control of the Board, with virtually no economic interest in Tecumseh.
	For more information, please visit http://tecumseh.investorroom.com/ and click on 2009 Annual Meeting.
2.	When is the 2009 Annual Meeting?
	Tecumseh’s 2009 Annual Meeting will be held on August 14, 2009. To ensure that your vote will be received and counted, please promptly complete, sign, date and return your WHITE proxy or proxies, whether or not you plan to attend the meeting in person, and regardless of the number of shares that you own. If you prefer, you may cast your vote toll-free by telephone or online over the Internet. Simply follow the instructions on your WHITE proxy card(s).
3.	Does the current Board recommend supporting the Herricks’ proposals?
	No, and for several reasons.

• The Board’s recapitalization proposal is essentially the same proposal that the Herrick interests supported last year to garner shareholder support in the November proxy contest. The Herrick interests — which hold shares with disproportionate voting power — now oppose the plan, which would give equal voting power to all             shares. The Herricks admit that they oppose the recapitalization that is in the best interests of all shareholders because they wish to preserve their disproportionate voting power.

• The Herricks are seeking majority control of the Board — and the Board urges shareholders to consider the record of the Herricks when they last held control. In 2006 and 2007, under the leadership of the father-son team of Todd and Kent

1

Tecumseh 2009 Annual Meeting: FAQs

	Herrick, Tecumseh was saddled with worsening financial losses and unmanageable debt. Free cash flow in 2006 was a negative $156.5 million. The Company was in default on loans in Brazil. As a condition for a new loan, the Board agreed to make certain management changes, including replacing Todd Herrick as CEO. When they tried to impede and control the management succession plans, the Herricks were removed.
•	Allowing the Herricks, who have virtually no economic interest in the Company, to control the Company’s Board would contradict basic principles of governance and fairness to all shareholders. Unlike most investors, the Herricks are above all concerned with control of the Company and they are willing to destroy the value of their investment in their quest to achieve control. Since their removal, they have relentlessly sought to regain control of the Company. The Herricks have a vested interest in redeeming themselves for their past performance, even as they continue to make excuses for poor decisions.
•	The Board believes that returning control of Tecumseh to the Herricks interests could have significant negative implications for the Company’s exposure to antitrust-related fines and penalties. Under an agreement with the authorities, the Company is able to reduce its exposure to fines and penalties so long as it continues to cooperate with authorities in their investigation. Todd and Kent Herrick are specifically excluded from the Company’s leniency agreement with the Department of Justice (DOJ) and other authorities, based on, the Company believes, their refusal to cooperate with investigating authorities. As a result, they remain subject to potential criminal prosecution.
•	The Board’s candidates have the strongest qualifications and independence necessary to move Tecumseh forward. The Herricks’ candidates have limited relevant experience and cannot compete.

4.	What is the Herrick Foundation? How much of the Company does it own?
	The Herrick Foundation and the Herricks, together, own about 5% of the economic interest in Tecumseh. They own only Class B shares — 769,426 shares of Class B stock. In addition, Todd Herrick owns 21,906 shares of Class B stock, 0.1% of the Company’s total equity. Kent Herrick does not own any shares of the Company.
	The father-son team of Todd and Kent Herrick were removed from their positions as executive leaders of Tecumseh in 2007, when the Company was on the brink of bankruptcy. Todd and Kent Herrick are descendants of the Company’s founder, and their family endowed the Herrick Foundation — a charitable organization controlled by a three-person board, including Todd and Kent Herrick.

2

Tecumseh 2009 Annual Meeting: FAQs

5.	Who did the Herricks nominate to the Board and how do they compare to the Company’s nominees?
	For information on the Director nominee slates and to see how they compare, please visit: http://tecumseh.investorroom.com/ and click on 2009 Annual Meeting.
	If the Herrick’s nominees are elected, control would be returned to the Herricks, who drove the Company to the brink of bankruptcy in 2007.
	Under the direction of the current Board and management, Tecumseh has made significant progress in recovering from the financial problems that the Company faced when the Herrick management team was removed. The current management team is implementing a strategic plan that it rolled out in 2008 — and that plan is leading to operational, engineering, sales, governance and human resources improvements that are helping the Company weather today’s economic downturn.
6.	Did the Company attempt to reach a compromise with the Herricks?
	Yes. The Company privately approached the Herricks with settlement proposals in the spring, shortly after receipt of the Herrick Foundation’s notice that it intended to solicit proxies in favor of a competing slate of directors. During informal discussions between our representatives and Honigman, Miller, the law firm representing the Herricks, it became clear that the Herricks were unwilling to agree to a recapitalization or settle for anything short of control. As a result of the stalled negotiations with Honigman, Miller, the Company determined to make a private, formal settlement proposal directly to Todd Herrick. Mr. Herrick, without further discussion with the Company, publicly released the Company’s settlement proposal and subsequently advised the Company (and all shareholders) that the Herrick Foundation was unwilling to settle the current dispute.

3

Tecumseh 2009 Annual Meeting: FAQs

7.	Why not select two new directors from the Company’s nominees and two directors from the Herrick slate?
	The Board’s slate of nominees were carefully selected for their qualifications, and for their ability to contribute to the balance on the Board of skills and experiences. The Board believes that, in this case, the group will be stronger than merely the sum of the individuals.
	Based on past history of the Herricks and their nominees who have served on the Company’s Board (including their apparent disregard for their fiduciary duties) — and based on the character and disposition of the Herricks when they led the Company and the Board — the Board concluded that the Herrick nominees are likely to be disruptive and to prioritize Herrick interests over those of other shareholders. For instance, none of the Herricks’ nominees have pledged support for management’s recapitalization plan. In addition, we believe there is a risk that some of our highly qualified candidates may be unwilling to serve on a Board that includes any of the Herrick nominees. The strong differences in the vision of the Herrick nominees, compared with that of the Board’s nominees, is likely to lead to an immobilization of the Board’s decision making during a time when the Board must act decisively and prudently to address the issues of today’s difficult economic environment.
8.	What is the status of the DOJ antitrust investigation? Is there any evidence that the Herricks were involved in the anticompetitive activities being investigated?
	Authorities on three continents have launched investigations into anti-competitive activities in the compressor industry. The U.S. Department of Justice has granted conditional leniency to the Company. This limits the Company’s risks for certain fines and penalties associated with the criminal investigation. This leniency agreement, however, is conditioned on the Company’s continuing cooperation with authorities — that is, if the authorities conclude the Company is not cooperating, the leniency can be withdrawn. The DOJ excluded Todd and Kent Herrick from this agreement. Documents and witness testimony revealed during the investigation suggest that, at a minimum, the Herricks had direct knowledge of questionable business practices and potentially illegal anti-competitive activity.
	The Company believes that the Herricks have not cooperated with authorities regarding this matter. The activities under investigation allegedly took place during the years in which the Herricks led the Company. Todd and Kent Herrick have not denied knowledge of, or involvement in, the underlying activity that is the subject of the investigation.
	The Company believes that, if the Herricks regain control of the Board, the Company’s exposure to this investigation and the related fines and penalties could be affected.
9.	Is the Michigan Attorney General investigating the Herricks?
	The Michigan Attorney General launched an investigation into the possible use of the Herrick Foundation’s resources by the Herricks, trustees of the Foundation, for their

4

Tecumseh 2009 Annual Meeting: FAQs

	personal interests to acquire control of Tecumseh. This led a Court to appoint a special fiduciary to continue investigating the matter.
10.	The Herricks have outlined a plan for what they would do with the Company. How is it different than management’s plan? What does management object to about the Herrick plan?
	The Board believes the Herrick proposals to pay cash dividends (including the resumption of a regularly quarterly dividend) and to cause a cessation of the Company’s restructuring efforts (including by maintaining unnecessary and inefficient operations and expensive and inflexible vertical integration), each amid the current financial markets crisis, would weaken the Company’s liquidity. The Board also believes that the Herrick Foundation will be unsuccessful in forming the strategic partnership it promises. While Kent Herrick was a sitting director, the Herricks, without Board authorization, unsuccessfully sought acquirers for the Company and provided confidential information to competitors; management’s strategic planning process demonstrated that the current path is the best way to achieve higher value for shareholders.
11.	Have there been similar questions put to shareholders by the Herricks?
	Yes. Since the removal in 2007 of Todd and Kent Herrick from Tecumseh management, the Herricks, through the Herrick Foundation, have sought on several occasions to regain control of the Board.
	In February 2007, the Herricks nominated three candidates to the then five-person Board of Directors. The Board did not oppose the Herricks’ nominees, thereby assuring Board representation for the Herricks, but the Board expanded its membership to seven. The Herricks responded with a lawsuit to enforce their “right” to elect a majority of directors, but eventually settled for two representatives on the seven-person Board.
	In the fall of 2008, in an attempt to replace two independent directors and take control of the seven-person Board, the Herrick Foundation sued the Company, seeking the right to call a special meeting of shareholders. Despite extensive litigation and a costly proxy contest, the Herricks failed to win shareholder support for their proposals.
12.	The Herricks claim that current management missed opportunities to sell the Company. Is that true?
	No. During the spring and summer of 2008, the Board conducted an extensive review of strategic alternatives, determining that there was insufficient interest from potential acquirers. In fact, during the summer of 2008, the Herricks marketed the Company without the Board’s authorization to potential buyers but never approached the Board with any possible transactions.

5

Tecumseh 2009 Annual Meeting: FAQs

13.	What has the current management team done to improve the condition of the Company since the Herricks left?
	The current management team has made significant progress in implementing its goal of restoring the Tecumseh brand promise and building the Company’s global leadership in commercial refrigeration.
	Management’s improvements and initiatives include:

• Shedding non-core operations and transforming hidden and idle assets into much-needed cash in order to reduce dangerous debt levels and build appropriate liquidity for the business

• Strengthening and deepening the management team — an essential part of Tecumseh’s transition to a truly world-class Company.

• Migrating selected production volumes through implementation of “Best Cost Country” program.

• Implementing new global processes to enable continuous improvement in manufacturing process, cost and quality.

• Reducing levels of vertical integration and investing in new products and services.

14.	How has management improved the Company’s governance?
	The current management team has already improved the Company’s governance guidelines and compliance by updating committee charters and corporate governance guidelines. Management implemented a “Say on Pay” policy, which provides an advisory shareholder vote on executive compensation, and approved a recapitalization transaction. In addition, management enhanced the Company’s governance by strengthening the composition of the Board through the additions of Edwin Buker, William Aziz and Jeffry Quinn as directors in 2007. The Board would be further strengthened by the election of the Company’s new nominees, Leonard Anthony, William Barker, David Bloss and Greg Smith.
15.	What is the current management team’s strategy for turning around the Company?
	Since August 2007, the current management team, under the oversight of the Board, has been involved in an intensive process of developing and implementing a strategic plan for moving the Company toward its goals of restoring the Tecumseh brand promise and building the Company’s global leadership in commercial refrigeration. The overwhelming conclusion was that the greatest value could be generated by pursuing a “best cost country” strategy that rationalizes our entire global manufacturing footprint, identifying lower-cost manufacturing locations and conducting product customization near the markets the Company chooses to pursue.
	The current management team has made significant progress executing against these objectives despite severe macroeconomic pressures, and remains confident that its goals will be achieved under this strategy.

6

EX-99.2

Exhibit 99.2

7 Facts About the Recapitalization Plan

1. Closer Alignment of Economic Interests and Voting Rights. Currently, the holders of Class B Common Stock control 100% of the voting power, yet they represent less than 30% of the economic interest in the Company. Under the recapitalization plan, all of the holders will have voting rights that are directly proportional to their economic interests.

					% of Class B			% of Total Equity
Entity	Class A		Class B		(Voting Power)			(A + B)
Herrick Foundation		0		769,426		15.2	%		5.1	%
Todd Herrick		0		21,906		0.4	%		0.1	%
Kent Herrick		0		0		0	%		0	%
TOTAL		0		791,332		15.6	%		5.2	%

2. Increased Liquidity. One potential benefit of the recapitalization is the potential to generate increased trading volume in the stock. As a result of increases in liquidity, investors should find it easier to buy and sell Company shares. The Herrick Foundation, one of our largest shareholders, advised in a letter to the Board (which was filed with the SEC on March 10, 2008 as an exhibit to Todd W. Herrick’s amended Schedule 13D), that it wishes to liquidate its holdings in Tecumseh. We believe that with a more liquid trading market for the Common Shares, will facilitate the Herrick Foundation’s ability to dispose of its stock on favorable economic terms.

3. Broader Investment Base. More than 90%¹ of U.S. publicly traded companies have a single voting class of common stock. Studies have shown higher institutional ownership in companies with a single class of common stock versus a dual class structure.² Many leading institutional investors such as AFL-CIO, California Public Employees’ Retirement System and Morgan Stanley to name a few, have implicit restrictions against investing in companies with dual-class structures. Studies have also shown that institutional investors tend to increase their ownership of a company following a unification process from a dual class structure to a single-class entity.¹ The broader investor universe for the Company’s shares post-recapitalization should help increase the attractiveness of the Company’s shares for institutional investors and therefore enhance liquidity within its common stock.

4. Elimination of Confusion Among Investors. The recapitalization would result in a simplified single class with a one share/one vote capital structure, which we believe will eliminate confusion about our capital structure among investors.

1	Extreme Governance: An Analysis of Dual-Class Firms in the United States, Social Science Research Network (May, 2008)
2	Do Voting Rights Affect Institutional Investment Decisions? Evidence from Dual-Class Firms, Social Science Research Network (November, 2007)

5. Creation of a More Attractive Financing Vehicle. We believe the change to a single, more liquid class of common stock and the elimination of the historical disparity in trading prices and voting rights of our two existing classes of common stock will make the Company a more attractive financing vehicle.

6. Elimination of Class A Protection Provision as Impediment to Sale. The Class A Protection Provision in our articles of incorporation protects Class A shareholders because it generally requires a person who acquires more than 10% of the Class B Common Stock to make a tender offer for Class A Common Stock on specified terms. As a result of the recapitalization and proposed amendment to our articles of incorporation, the Class A Protection Provision will be eliminated, which will remove an impediment to current holders of Class B Common Stock acquiring, or disposing of, their common stock.

7. Improved Corporate Governance and Increased Acceptance by Institutional Investors. We believe the recapitalization is consistent with corporate governance best practices and will result in our increased acceptance by institutional investors.

2

EX-99.3

Exhibit 99.3

EX-99.4

Exhibit 99.4

Where We Are Headed

	Herrick Management:
Functional Area	2006	Where We Are Headed
Engineering Projects	A large number of engineering projects were underway — each controlled at regional level. Few projects were being completed and many were producing little or no revenue	We are aiming to achieve faster completion rates for the projects and generate better margins and profitability from projects, thanks to our prioritization process and focus on top few projects •   Initiative: Projects portfolio review process; Profit to investment ranking metric on projects
Control of Projects	Because product-development projects were controlled regionally, Tecumseh frequently invested in duplicate projects in different regions	We are eliminating duplication and strengthening global brand identity as we implement company-wide standards for new-product development and as we launch projects that utilize our global pool of resources
Manufacturing Footprint	Tecumseh lacked a meaningful presence in crucial markets — despite having	We are improving customer satisfaction and reducing costs through initiatives to:
	14 manufacturing facilities	•  Optimize manufacturing and warehousing locations
		•  Build a new presence in two key markets, Mexico and China
Oversight of Manufacturing Operations	No company-wide process for oversight of manufacturing objectives, quality or performance — each country	We are standardizing quality globally; streamlining manufacturing; establishing greater accountability. Initiatives include:
	operation set different objectives	•  Management Scorecard •  Key Performance Indicators •  Lean Initiative •  Global Quality Road Map Process

	Herrick Management:
Functional Area	2006	Where We Are Headed
Purchasing Process	Each region handled its own purchasing and sourcing independently	As we standardized parts to get best sources, we also are minimizing the impact of currency fluctuations
		•   Initiative: Replace nine regional purchasing centers with one global sourcing team
Operations Tracking	Limited ability to forecast or track corporate sales, financial performance or inventory levels	We are more efficiently using our working capital, improving product delivery times and improving inventory turns
		•  Launched a Sales Inventory & Operations Planning process, which for the first time gives us the ability to plan a year ahead
		•  Planning team includes local members so we enhance local control
		•  Regional supplier development
Financial Processes	Lack of detailed consolidated information, processes and formal financial analysis function hampered ability to effectively forecast and budget.	We launched initiatives to enhance margin management, spending controls, financial decision-making and competitive benchmarking
Sales & Marketing Initiatives	Loss of business due to uncompetitive pricing — and the losses were	We are creating price premiums as we strengthen our brand perception:
	accelerated by eroding brand equity. We lacked of marketing plans or brand management, had weak sales channel strategies in key, emerging markets (China, Southeast Asia, Eastern Europe, and Russia)	•  Pricing decisions based on total competitive value delivered •  Redefine marketing plans, marketing segment based on strategic direction •  Introduce strong strategic global marketing
		•  Better organize marketing communications initiatives

	Herrick Management:
Functional Area	2006	Where We Are Headed
Employee Compensation and Performance Management	No structure, performance management or talent management processes	We are creating global structures and processes established in each area with differentiated pay for top performers and a robust talent management culture
Employee Communications	Very limited employee communication	We are establishing communication forums and technologies established to inform employees of strategy and to solicit inputs
Corporate Governance	•  Outdated committee charters and governance guidelines	•  Updated committee charters and corporate governance guidelines
	•  Insufficient attention to compliance systems	•  Implemented a “Say on Pay” policy, providing an advisory shareholder vote on executive compensation
	•  Antiquated dual-class capital structure
	•  No systematic board evaluation and nomination process	•  Approved a recapitalization transaction, subject to shareholder approval -will eliminate the poison pill and Class A protection provision
		•  Strengthened director qualifications by bringing in Edwin L. Buker, William E. Aziz, and Jeffry N. Quinn as directors in 2007
		•  Continuing to strengthen director independence and qualifications
		•  Performed thorough search for 2009 Board nominees with assistance of Korn-Ferry, the world’s largest executive recruiting firm

EX-99.5

Exhibit 99.5

Comparing the Director Nominee Slates:
A Choice Between Moving Forward or Changing Back

Our New	Public
Candidates	Company*		International*		Manufacturing*		Restructuring*
Anthony		X		X		X		X
Barker		X		X		X		X
Bloss		X		X		X		X
Smith		X		X		X		X
Herrick Nominees
Herrick
Lebowski
Seikel						X
Savas						X

* Experience post Sarbanes-Oxley Act of 2002, excluding Tecumseh

We believe that each of the candidates that have been nominated by the Board of Tecumseh is highly qualified and experienced. They were selected through a rigorous and careful review process, with the advice and assistance of a leading executive recruiter, Korn/Ferry International.

The Board’s slate includes candidates with diverse perspectives — and diverse and complementary financial, operational and managerial skills. Except for the CEO of Tecumseh, all of the Board’s nominees are independent of management.

Our Slate

The Board’s Incumbent Nominees

• Ed Buker: As President, Chief Executive Officer and Chairman of the Board of Directors, he has been an integral part of the operations, strategy and product improvements and advancements at Tecumseh over the past several years. Before joining Tecumseh, Buker led Citation Corporation, a supplier of metal components, and held executive positions at divisions of Visteon Automotive and United Technologies Automotive.

• William Aziz: A director since 2007, he brings a deep understanding of restructuring and accounting to Tecumseh’s Board. He is President of BlueTree Advisors Inc., a private advisory firm focused on restructuring and improving performance of client

companies. He has served on the boards of Sun-Times Media Group, Doman Industries Limited and Algoma Steel, among other public and private companies.

• Jeffry Quinn: A Tecumseh Director since 2007, he understands the dynamics of manufacturing companies. He is Chairman, President, and CEO of Solutia Inc., a chemical and performance materials company with $4 billion in annual revenue, where he has enhanced the company’s performance, improved its financial results and strengthened its portfolio of businesses.

The Board’s New Nominees

• Leonard Anthony: He has more than 25 years of financial and operational experience as a top executive at several steel companies. Until July 2008, he served as the President and Chief Executive Officer of WCI Steel (n/k/a Severstal Steel) and was previously the Chief Financial Officer and Treasurer of International Steel Group, a Fortune 500 company.

• William Barker: He has substantial leadership experience in the manufacturing sector, both in the United States and abroad. Barker served as a senior executive at Rexam PLC, a global consumer packaging company and beverage can-maker and as President, Textron Fastening System Commercial Solutions Group, a unit of Textron, a Fortune 500 company.

• David Bloss, Sr.: He gained deep experience in industrial and manufacturing businesses while serving as Chairman and CEO of Circor International, which designs, manufactures, and distributes valves and related fluid-control products. He serves as a Director of Magentek Inc., which develops and manufactures digital power and motion control systems.

• Greg Smith: He is former Chairman and CEO of Ford Motor Credit Co. and former President of the Americas of The Ford Motor Company. He has deep experience with both the financial and manufacturing aspects of public companies.

The Herrick Slate

In addition to Kent Herrick, the Herrick nominees all have pre-existing relationships with Honigman, Miller Swartz and Cohn, the law firm representing Todd and Kent Herrick personally, the Herrick Foundation and the Herrick Family Trusts.

• Kent Herrick was removed from an executive position at Tecumseh in 2007, when the Company was on the brink of bankruptcy. Mr. Herrick has no public company experience outside of Tecumseh. In addition, Mr. Herrick admitted in sworn testimony to providing nonpuplic and confidential corporate information to third parties as part of the unauthorized effort to market and sell the company. Mr. Herrick is also excluded from the Company’s leniency agreement with the U.S. Department of Justice (DOJ), based on, the Company believes, his refusal to cooperate with their investigation. Documents and witness testimony revealed during the investigation suggest that, at a minimum, he had direct knowledge of questionable business practices and potentially illegal anti-competitive activity. As a consequence, he remains subject to potential criminal prosecution.

• Steve Lebowski’s record as a Tecumseh director is marked by often arbitrary positions and a lack of independence from the Herricks. To our knowledge, he has never served as an executive officer at a public or private company with significant revenue.

• To our knowledge, neither Terence Seikel nor Zachary Savas has served on the board of a public company.

EX-99.6

Exhibit 99.6

Financial expectations under implied Herrick Assumptions

We have modeled a scenario based on the Herricks' suggestions and historical management decisions Herrick Assumptions (Implied) Key Assumptions BCC implementation ceases in 2H'09 No additional restructuring costs or CapEx associated with moves No additional benefit from low-cost sourcing, beyond moves already completed Inventory level follows historical performance Inventory increases to 81 days of COGS CapEx follows historical performance CapEx increase to 4.5-5.0% of sales Efforts to reduce vertical integration cease Dividend of $40 MM / year ($10 MM / quarter) paid beginning 1Q 2010 Payments for executive severance and Foundation Litigation reimbursement in 2009 Executive severance of $6.7 MM Foundation litigation reimbursement of $2.0 MM All other assumptions follow management's model Volume follows identical path (to 13.7 MM in 2012) Pricing is unchanged Currency is unchanged Regional manufacturing costs are unchanged Historical Performance (2001-2005) 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 Inventory Days 64 71 79 97 69 87 74 77 55 52 Inventory Level Days Inventory (COGS) Historical Avg: 81 days Management Target: ~60 days 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 CapEx % 0.04 0.039 0.047 0.055 0.046 0.044 0.061 0.035 0.008 0.008 Capital Expenditure CapEx (% of Sales) Historical Avg: 5.1% Management Target: ~2.8%

Projections 2008 2009P 2010P 2011P 2012P Volume 13.67 10.38 11.49 12.6 13.71 Net Sales 968900 669612 816964 898560 980155 GM at Std 0.21 0.13 0.16 0.16 0.16 GM at Actual 0.1 0.08 0.12 0.13 0.13 SG&A 128800 123845 108641 108641 108641 Non Recurring 43500 17312 0 0 0 Op. Inc -71100 -87867 -11975 5276 22528 EBITDAR 14900 -30569 30596 47847 65099 Op. Inc -71100 -98028 -1402 16033 52989 EBITDAR 14900 -30569 55135 72271 95560 Under the Herrick assumptions, EBIT recovers more slowly and the company runs out of cash in 2010 New Assumptions BCC implementation ceases 2H'09 CapEx returns to historical average of ~5% of sales Inventory returns to historical average of ~81 days COGS Dividend $40 MM/yr starting 2010 Management severance ($6.7 MM) and Foundation litigation costs ($2.0 MM) are paid in 2009 Revenue ($ MM) SG&A, Restructuring, Op. Inc., EBITDAR ($ MM) Revenue SG&A Restructuring EBITDAR Op. Inc. (EBIT) Ending Cash: $111 MM 60 -11 -85 -145 - -7% - -13% - -1% 5% 7% 2% - -5% Revenue and Profitability (Herrick) 1% 2% 4% Cash is depleted Shared Assumptions Volume recovers gradually from recession, reaching 13.7 MM (~'08 level) by 2012 Dollar weakens slightly Brazil Real maintains strength at 1.90 / USD by 2010 Indian Rupee strengthens to 45 / USD by 2010 Euro maintains strength at $1.39 / EUR by 2010 Product cost improvements sufficient to maintain share at current gross margin No inflation (pricing and costs flat) and no mix shift from 1Q'09 No cash dividend

2008A 2009P 2012P Operating Income -71100 -87867 22528 Blank -71100 -123265 -115908 -84962 -84962 0 0 -16582 730 0 Increase (pos) 15534 0 22528 Increase (neg) -54929 -7357 -30946 -87867 -15204 -17312 730 Decrease (pos) 15534 Decrease (neg) -107094 -2905 -31786 2010-2012 Modest profitability improvement will be driven by cost reduction and return of volume Operating Income ($ MM) 2008 A 2009 Strategic Imperatives Fixed cost reduction SG&A reduction* Strategic Imperatives Regain volume * Impact of SG&A reductions is partly masked in 2009 due to expenses outside ordinary course of business 2009 P 2012 P Volume Over Head SG&A* Restructuring (change) Other / Currency Volume Over Head SG&A* Restructuring (change) Other / Currency Operating Income Evolution (Herrick)

2008A 2009P 2012P Operating Income 110739 59702 -145273 Blank 55172 55172 71665 38157 20845 20845 65388 59702 40795 40795 76913 0 -8890 -8890 -128890 Increase (pos) 27759 44543 5732 91031 Increase (neg) -42105 Decrease (pos) 55567 11266 33508 17312 11418 18907 54913 76913 Decrease (neg) -50995 -120000 -16384 2010-2012 2009 Under these assumptions, the company would consume cash every year and deplete cash in 2010 Cash and Equivalents ($ MM) 2008 A Inc. from Cont. Ops., before Restructuring 2009 P 2012 P Cash Position Evolution (Herrick) Depreciation & Non-Cash Inc. Working Capital (A/R + Inv - A/P) Restructuring for BCC, Severance, Etc Pension Reversion Capital Expenditure US Income Tax Recovery Other Depreciation & Non- Cash Income Working Capital (A/R + Inv - A/P) Capital Expenditure Brazil VAT Tax Recovery Other Excludes discontinued operations Inc. from Cont. Ops., before Restructuring Dividends

Under management assumptions, cash in 2012P is +141 MM; under Herrick assumptions, it is -$145 MM Cash Comparison in 2012 (Management vs. Herrick) Management Herrick Cash in 2012 140751 -145273 Blank 64820 2440 0 -22496 -22496 -142496 Increase (pos) Increase (neg) -37794 Decrease (pos) 75931 62380 2440 Decrease (neg) -60290 -120000 -2778 Cash and Equivalents ($ MM) Inc. from Cont. Ops., before Restructuring Working Capital (A/R + Inv - A/P) Capital Expenditure Other Restructuring for BCC, Severance, Etc 2012 P (Management) 2012 P (Herrick) - -$76 MM - -$62 MM - -$63 MM +$38 MM $141 MM - -$145 MM Figures represent sources of difference in 2012 cash level between management projections and projections with implied Herrick assumptions Excludes discontinued operations Dividends - -$120 MM

COMPANY CONFIDENTIAL 6 Tecumseh Products Company has filed a definitive proxy statement/prospectus and other relevant documents concerning the special meeting with the United States Securities and Exchange Commission ("SEC") on July 10, 2009. Before soliciting proxies, the Company will provide shareholders with the definitive proxy statement/prospectus. The Company advises shareholders to read the definitive proxy statement/prospectus because it contains important information about the Company and certain proposals to be presented to a vote of shareholders at its 2009 Annual Meeting. Shareholders may obtain free copies of the definitive proxy statement/prospectus and other documents the Company files with the SEC at the SEC's website at www.sec.gov. They may also access a copy of the Company's definitive proxy statement/prospectus by accessing www.tecumseh.com. In addition, shareholders may obtain a free copy of the definitive proxy statement by contacting Georgeson Inc. toll free at (866) 203-1198 (banks and brokers call (212) 440-9800). The Company, its directors, some of its executive officers and certain other of its employees are participants in the solicitation of proxies in respect of the matters to be considered at the annual meeting. Information about the participants is set forth in the definitive proxy statement/prospectus. Information about the participants' direct or indirect interests in the matters to be considered at the annual meeting is also contained in the proxy statement/prospectus referred to above.