425

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): August 7, 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))

TABLE OF CONTENTS

	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EX-99.1
EX-99.2

Item 8.01 Other Events.

On August 7, 2009, in connection with the solicitation of proxies, we will post certain materials to http://tecumseh.investorroom.com, including (i) biographical information on certain key members of the management team and (ii) an excerpted voting record of current Board members, Kent Herrick and Steve Lebowski, who are nominees of dissident Herrick Foundation. These materials are being filed herewith as Exhibits 99.1 and 99.2, 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.

Item 9.01 Financial Statements and Exhibits.

     The following exhibits are filed with this report:

Exhibit No.	Description
99.1	Management Team
99.2	Herrick / Lebowski Voting Records

2

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: August 7, 2009	By	/s/ James S. Nicholson
		James S. Nicholson
		Vice President, Treasurer and Chief Financial Officer

3

EX-99.1

EXHIBIT 99.1

New, Deeper Management Team

Ed Buker
Chairman, President & CEO

As President, Chief Executive Officer and Chairman of the Board of Directors, Buker 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. Prior to joining Citation, Buker served as Vice President and General Manager of the Chassis Systems Division at Visteon Automotive; as President, Electrical Systems — The Americas, for United Technologies Automotive; and as Vice President of New Model Development for BMW Manufacturing.

Under Buker’s direction, Tecumseh has made significant progress in recovering from the financial problems that the Company faced when the Herrick management team was removed. Buker, along with the rest of the management team, is implementing a strategic plan that was 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.

New, Deeper Management Team

Jim Nicholson
Vice President, Treasurer, and CFO

Nicholson brings outside financial and accounting experience, as well as a comprehensive understanding of the Company, to his role as Tecumseh’s Treasurer and CFO. Before joining Tecumseh, Nicholson spent 16 years at PricewaterhouseCoopers, holding the position of Partner-Global Risk Management Solutions for the last five years of his tenure. During his time at PricewaterhouseCoopers, Nicholson had a consistent track record of achieving measureable results for clients.

Nicholson has spent the last seven years at Tecumseh, including the last five years as Chief Financial Officer, during one of the Company’s most tumultuous times. During a period of many covenant defaults, he led repeated efforts to maintain adequate financing through both waivers and refinancings.

During the height of the financial crisis in early 2007, Nicholson worked with professionals from Alix Partners to manage cash through the introduction of new cash management and forecasting tools, which ultimately avoided the need for a bankruptcy filing. He served as the financial leader of multiple divestitures to raise cash and eliminate debt. In addition to the debt restructurings, Nicholson completed five divestitures and two subsidiary liquidations over a two-year period.

Nicholson has continually built process capabilities and information systems while at the Company. He oversaw the implementation of the Everest Consolidation and Analysis System and was primarily responsible for the implementation of the Oracle Global ERP system, which runs on a single instance worldwide.

The Company had failed its SOX Section 404 compliance for the first three years of the test. Once unencumbered by former management, he instituted appropriate controls and efficiencies such that the Company now passes SOX requirements and he also reduced costs for compliance by more than 70%.

New, Deeper Management Team

Jim Wainright
Vice President, Global Operations

Wainright has nearly two decades of experience in the HVAC industry as both a manufacturer of equipment and a supplier to the industry. Wainright gained deep knowledge of Tecumseh’s industry while working at Carrier Corporation, a division of United Technologies. His work as an industrial/manufacturing engineer, in a variety of HVAC manufacturing operations, provides him unique insight into many of the operations at Tecumseh.

Wainright also served as the engineering manager at Carrier’s residential air conditioning headquarters and was responsible for all plant engineering functions. Later, he became responsible for plant operations, during which time he transformed the facility into a world-class manufacturer. The facility was widely recognized as a benchmark operation within United Technologies.

Wainright has extensive international experience. When he worked in the automotive industry, he gained international exposure through the successful turnaround of operations in Mexico. As the Senior Vice President of Global Operations at AO Smith Coroporation, Wainright had global responsibility for operations in the U.S., Mexico, Hungary, Ireland, UK and China.

New, Deeper Management Team

Jim Cristiano
Vice President, Global Supply

As the former Director of Central Purchasing at Visteon Corporation, Cristiano understands the needs of a global supplier. At Visteon, Cristiano created the company’s 2007-2009 global purchasing strategy, including a blueprint for expansion of purchasing and supplier quality in India, China, Mexico and Central Europe. In 2008, Cristiano directed Visteon’s launch of a global purchasing system, similar to the integrated global sourcing team that management plans for Tecumseh. As Associate Director, Commodity Purchasing, Non-Metal Parts at Visteon, Cristiano was responsible for a spend of $1.75 billion for parts, including those for climate control.

Through his work at United Technologies Automotive, where he served as Purchasing Manager, Customer Teams and Director of Engineering, Cristiano gained great exposure to the heating industry. As Director of Engineering, Cristiano was responsible for product engineering, program management and research and development for several products.

Cristiano’s other experience includes senior engineering and buying positions at Ford Motor Company and General Motors.

New, Deeper Management Team

Lynn Dennison
Vice President, Law & Risk Management, Secretary & General Counsel

Dennison brings to Tecumseh both deep legal experience and industry-wide exposure. While at Honda of America, Manufacturing, the manufacturing, purchasing and logistics hub for Honda’s North American operations, Dennison managed the legal and compliance functions. She also oversaw numerous other functional areas, including the operations of the Transportation Research Center, Honda’s 4,500-acre state-of-the-art automotive proving ground and testing facility. Dennison led significant cross-functional projects including successful selection and assembly of the site for Honda’s auto plant established in Greensburg, Indiana in 2008. During her tenure at Honda, she was a director of the Ohio Manufacturer’s Association, where she was appointed to the Executive Committee.

New, Deeper Management Team

Tim Atzinger
Vice President, Global Human Resources

Atzinger brings to Tecumseh both years of experience in senior human resources positions and a deep understanding of the Company’s industry. As the Vice President, Human Resources for the Western Hemisphere for Philips Electronics, Atzinger has worked with employees in plants and facilities in the U.S. and abroad. While at Philips, Atzinger built a foundation of world-class compensation, performance management, talent management, employee relations, and employee communications processes. Atzinger focused on the areas of engineering, R&D, marketing and purchasing functions, all of which require considerable competency development at Tecumseh. His improvement to Philips Electronic’s human resources structure, coupled with his focus on important industry-specific functions, helped the organization to meet its long-term strategic objectives.

Before joining Tecumseh, Atzinger served as the Vice President, Human Resources at Handleman Company. There Atzinger gained deep exposure to distribution methods and strategies, key aspects of Tecumseh’s business strategy today and an area in which Tecumseh’s human resources are heavily invested. At Handleman, Atzinger also acquired valuable experience with corporate governance and committee activities.

In addition to his human resources expertise and knowledge of Tecumseh’s industry, Atzinger understands the needs of an international integrated supplier. He has comprehensive HR experience in Brazil, Western and Eastern Europe, China, and other parts of Asia. Since joining Tecumseh, he has expanded his experience in India through his three trips to the country.

New, Deeper Management Team

Seshu Seshasai
Vice President, Global Engineering

Seshasai is experienced in the development of design and manufacturing processes for motors, compressor mechanisms and a wide range of mechanical products for market-leading companies. He brings to Tecumseh more than 30 years of extensive experience driving growth, profitability, and productivity through innovation and reengineering at global companies. While at Nacco Materials Handling, Stanley Works, Textron Fastening and Newell Rubbermaid, Seshasai built world-class global engineering organizations, which contributed to significant yearly growth in new product sales and profits at all four companies. At those companies, Seshasai gained exposure to both engineering and management internationally, including India and China and has managed engineering teams in over 19 countries globally. Several new Seshasai’s products developed under Seshasai’s leadership at Textron and Stanley Works won numerous awards for innovation.

Seshasai acquired compressor industry experience through his own work and through exposure to his direct reports at all of his previous jobs. At Tecumseh, Senhasai’s direct reports have between 10 and 35 years of compressor experience.

Senhasai also has a unique understanding of how engineering deliverables connect to enterprise-wide financial metrics. He holds a PhD in Structural Engineering from Oklahoma State University.

New, Deeper Management Team

Pat Canavan
Vice President, Global Sales and Marketing

Canavan spent 22 years at Philips Electronics in marketing, sales, business intelligence, strategy and general management. Canavan’s work at Philips was global in scope, dealing with markets and customers around the world. Philips’ business model is very similar to Tecumseh’s, with business-to-business sales, product lines including both components and assemblies, and cost, and quality and performance as the drivers of customer offerings. The Philips entity for which Canavan worked was a $2 billion global division. Canavan directly managed North and South America sales of more than $700 million, similar in size to Tecumseh.

Canavan has extensive international sales and marketing experience in many of the markets in which Tecumseh operates, including: North America, South America, Japan, Korea, Europe, China, India, Singapore, Australia and the Philippines.

Canavan’s tenure at Philips immersed him in the world of components manufactured for electronics. His sales engineering background assisted him with his responsibilities at Philips and other companies and continues to be important in his current role at Tecumseh.

New, Deeper Management Team

Marika Diamond
Director of Global Communications

Marika has a number of years of experience in the Communications discipline. She most recently served as Director of World Wide Public Relations and Communications for Hayez Lemmerz, International, a global automotive supplier. Marika holds dual bachelor degrees in Public Relations and Industrial Administration and dual master degrees in Communication and Administration. She is a member of several associations, including the Public Relations Society of America and the International Association of Business Communicators.

EX-99.2

Exhibit 99.2

Inconsistent Herrick Positions Kent Herrick’s record as a Tecumseh director is marked by often arbitrary positions and an apparent unwillingness to fulfill his fiduciary duties at times. • FOR asset sales (e.g., 8/23/07, 11/6/08, 7/15/08) – as part of unanimous Board votes – but still sided with Herrick Foundation in accusing current management/Board of unwillingness to consider asset sales • BLOCKED the formation of a special committee to engage in discussions with the Herrick Foundation regarding strategic alternatives despite his clear conflicts of interest (and subsequently voted against delegation to the Governance and Nominating Committee) (spring 2008) • ADMITTED in sworn testimony to providing nonpublic and confidential corporate information to third parties as part of the unauthorized effort to market and sell the company • AGAINST key modernization initiatives, including: – Best-Cost Country strategy (6/3/08) – Global Oracle system (2/5/08) – Moving operations from Tecumseh, Michigan (11/6/07) – “Pay for performance” compensation structure (12/4/07) – Formation of committees to explore strategic alternatives (3/08) • REFUSED to cooperate with anti-trust investigation while sitting as a director • CLAIMED the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and the Form S-4/Proxy Statement contained material misstatements or omitted material information but REFUSED to provide specific details of such claims DESPITE being advised that his conduct might constitute a breach of his fiduciary duties. Subsequently REFUSED to sign the Company’s Annual Report on Form 10-K and the Form S-4/Proxy Statement (3/09) • REFUSED to participate in the board and committee evaluation process (12/08), despite approving the policy mandating this evaluation process (8/26/08) www.tecumseh.com

Steve Lebowski’s record as a Tecumseh director is marked by often arbitrary positions, lack of independence from the Herricks and an apparent lack of sophistication. • AGAINST delegation of authority to the Governance and Nominating Committee to engage in discussions with the Herrick Foundation regarding strategic alternatives after voting FOR formation of a special committee to perform the same function. The only difference was that in the intervening time period, Kent Herrick voiced his disapproval of the delegation (spring 2008) • AGAINST the Company’s recapitalization proposal (2/21/09) after previously voting FOR a similar proposal (8/26/09) • FOR the adoption of the Company’s “say on pay” policy but AGAINST opposition to the Herrick’s proposal that the Board adopt a “say on pay” policy • APPROVED the form of Ed Buker’s amended employment agreement at the Board level (11/4/08). ABSTAINED from the Compensation Committee’s approval of minor revised terms (11/10/08), but in the context of the current proxy fight, asked that the Board consider the terms previously approved by the Compensation Committee and voted AGAINST these terms (3/4/09) • REFUSED to participate in the board and committee evaluation process (12/08, 7/09), despite approving the policy mandating this evaluation process (8/26/08) • FAILED to support the Audit Committee’s review of the Company’s internal controls, which was initiated in light of possible anti-competitive activity occurring at the Company (6/09) www.tecumseh.com