-----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, RbA0PoE5InBNHYOI61jUuLeNLRBxxpVupR1+imvoflriYzRo1snhpe58pQ70X5tf 7+hiuiew5dFtNfpDp18mQg== 0000950124-03-001243.txt : 20030417 0000950124-03-001243.hdr.sgml : 20030417 20030417083501 ACCESSION NUMBER: 0000950124-03-001243 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030411 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030417 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00452 FILM NUMBER: 03653401 BUSINESS ADDRESS: STREET 1: 100 E PATTERSON ST CITY: TECUMSEH STATE: MI ZIP: 49286 BUSINESS PHONE: 5174238411 MAIL ADDRESS: STREET 1: 100 EAST PATTERSON STREET CITY: TECUMSEH STATE: MI ZIP: 49286 8-K 1 k76267e8vk.txt FORM 8-K 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): April 11, 2003 TECUMSEH PRODUCTS COMPANY (Exact name of registrant as specified in its charter) Michigan 0-452 38-1093240 (State or other jurisdiction of (Commission File No.) (IRS Employer incorporation) Identification No.) 100 East Patterson Street, Tecumseh, Michigan 49286 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (517) 423-8411 (Former name or former address, if changed since last report) ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT (a) Previous independent accountants. (i) On April 11, 2003, Tecumseh Products Company ("Tecumseh" or "Registrant") declined to reappoint Ciulla, Smith & Dale, LLP ("CS&D"), as Tecumseh's independent accountants, to audit the Registrant's books for the year ended December 31, 2003. CS&D will continue in their role as Tecumseh's independent accountants through the completion of their normal quarterly review of the Registrant's first quarter 2003 financial statements which is expected to be completed on or before May 15, 2003. (ii) The audit reports issued by CS&D on the consolidated financial statements of Tecumseh as of and for each of the two years ending December 31, 2001 and 2002 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. (iii) For the years ended December 31, 2001 and 2002, and through the current date, there were no disagreements with CS&D on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of CS&D would have caused CS&D to make reference to the subject matter of the disagreement in connection with its reports. (iv) During the periods listed in item (iii) above, there have been no "reportable events" as such term is defined in Item 304(a)(1)(v) of Regulation S-K. (v) The decision to change Tecumseh's independent accountants was approved by the Audit Committee of the Board of Directors. (vi) Tecumseh has provided a copy of the above disclosure to CS&D. Attached hereto as Exhibit 16.1 is a copy of CS&D's letter addressed to the Commission dated April 17, 2003, stating its agreement with the above statements. (b) New independent accountant. (i) On April 11, 2003, the Audit Committee of the Tecumseh Board of Directors approved engaging PricewaterhouseCoopers LLP to serve as Tecumseh's independent accountants for the fiscal year 2003. (ii) During the two years ended December 31, 2001 and 2002, and through the current date, Tecumseh did not consult with PricewaterhouseCoopers LLP on the application of accounting principles to a specific transaction, the type of opinion that may be rendered on Tecumseh's consolidated financial statements or any other matters as defined in Item 304(a)(2) of Regulation S-K. Foreign offices of PricewaterhouseCoopers LLP served as auditors of certain of Tecumseh's foreign subsidiaries for the year ended December 31, 2002. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: Exhibit No. Description 16.1 Letter from Ciulla, Smith & Dale, LLP dated April 17, 2003 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 thereunto duly authorized. TECUMSEH PRODUCTS COMPANY Date: April 17, 2003 By /s/ David W. Kay ----------------------- David W. Kay Vice President, Treasurer and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description 16.1 Letter from Ciulla, Smith & Dale, LLP dated April 17, 2003 EX-16.1 3 k76267exv16w1.txt LETTER FROM CIULLA, SMITH & DALE, LLP EXHIBIT 16.1 [LETTERHEAD OF CIULLA, SMITH & DALE, LLP] April 17, 2003 Securities and Exchange Commission Mail Stop 11-3 450 5th Street, N.W. Washington, D. C. 20549 Ladies and Gentlemen: We have read Item 4 of Tecumseh Products Company's Current Report on Form 8-K dated April 11, 2003 and we agree with the statements made in Section (a) under the heading "previous independent accountants." /s/ Cuilla, Smith & Dale, LLP - -------------------------------- Ciulla, Smith & Dale, LLP Certified Public Accountants -----END PRIVACY-ENHANCED MESSAGE-----