-----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, ALZeVlxANlhkzzG7OSxRwnKq9AyX5kHxoGL+1cl1m1wDt73SbH8YA+yolHF+BzD8 dy8FTOEFCaVlXvBlkIx8ow== 0000950124-04-004030.txt : 20040826 0000950124-04-004030.hdr.sgml : 20040826 20040826134043 ACCESSION NUMBER: 0000950124-04-004030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040825 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040826 DATE AS OF CHANGE: 20040826 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: 04998373 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 k87870e8vk.txt CURRENT REPORT, DATED AUGUST 25, 2004 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 25, 2004 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.) 100 EAST PATTERSON STREET TECUMSEH, MICHIGAN 49286 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (517) 423-8411 (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): [ ] 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On August 25, 2004, pursuant to our Amended and Restated Bylaws, our board of directors increased the number of directors constituting the whole board from six to seven and filled the resulting vacancy by electing Albert A. Koch to the board of directors. There was no arrangement or understanding between Mr. Koch and any other person pursuant to which Mr. Koch was selected as a director. Mr. Koch was appointed to serve on the Governance, Compensation & Nominating Committee and the Pension Committee of the board of directors. ITEM 7.01 REGULATION FD DISCLOSURE. On August 25, 2004, we issued a press release announcing Mr. Koch's election to the board of directors. We are filing a copy of the press release as an exhibit to this report, and its text is incorporated into this report by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. We are furnishing the following exhibit with this report: Exhibit No. Description 99.1 Press release issued August 25, 2004 -1- 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 25, 2004 By /s/ James S. Nicholson ---------------------------------- James S. Nicholson Vice President, Treasurer and Chief Financial Officer S-1 EXHIBIT INDEX Exhibit No. Description 99.1 Press release issued August 25, 2004 EX-99.1 2 k87870exv99w1.txt PRESS RELEASE ISSUED AUGUST 25, 2004 EXHIBIT 99.1 August 25, 2004 FOR IMMEDIATE RELEASE TECUMSEH PRODUCTS COMPANY (NASDAQ: TECUA and TECUB) ALBERT A. KOCH APPOINTED AS DIRECTOR OF TECUMSEH PRODUCTS COMPANY Tecumseh, Michigan, August 25, 2004 . . . . Tecumseh Products Company today announced that Albert A. Koch has been appointed to the Board of Directors. His appointment increases Tecumseh's Board of Directors to seven members. "We are pleased to welcome Al to our Board of Directors," said Todd W. Herrick, Tecumseh's Chairman and Chief Executive Officer. Mr. Herrick further remarked that, "Al brings a significant amount of business and finance knowledge to our Board room." "I am delighted to have been asked to join the Tecumseh Board of Directors and look forward to helping contribute to Tecumseh's global growth and exploring ways to enhance Tecumseh's presence in the marketplace," said Mr. Koch. At present, Mr. Koch is a principal with Questor Management Company, a private-equity firm specializing in acquiring underperforming companies, and a principal with AlixPartners, an international corporate turnaround and financial advisory firm. From June 30, 2003 until July 31, 2004, Mr. Koch served as Chairman, interim President, and Chief Executive Officer of Champion Enterprises, Inc., the world's largest builder of manufactured homes. Prior to that service, Mr. Koch was appointed the interim Chief Financial Officer of Kmart Corporation following its filing for bankruptcy and assisted in its successful reorganization in May 2003. Mr. Koch is a certified public accountant and was formerly a partner with Ernst & Young. Mr. Koch holds a bachelor's degree in Accounting from Elizabethtown College, Elizabethtown, Pennsylvania. Tecumseh Products Company is a full-line independent global manufacturer of hermetic compressors for residential and commercial refrigerators, freezers, water coolers, dehumidifiers, window air conditioning units and residential and commercial central system air conditioners and heat pumps; gasoline engines and power train for lawn mowers, lawn and garden tractors, garden tillers, string trimmers, snow throwers, industrial and agricultural applications and recreational vehicles; electric motors and components, including AC and DC motors, blowers, gear motors and linear actuators for a wide variety of industrial and consumer applications across a broad range of industries; and centrifugal pumps, sump pumps and small submersible pumps for industrial, commercial, marine and agricultural applications. Contact: Pat Walsh Director of Investor Relations Tecumseh Products Company (517) 423-8455 -----END PRIVACY-ENHANCED MESSAGE-----