-----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, MR8BFBgduIU9r5dNUPJjQj7tAJDCL8ZXdPhY1968tegWS5KgnlphO7k9AaB7Grfn +d57OSjWjANQhOrdbFizOw== 0000950124-06-000065.txt : 20060109 0000950124-06-000065.hdr.sgml : 20060109 20060106174224 ACCESSION NUMBER: 0000950124-06-000065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060101 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060109 DATE AS OF CHANGE: 20060106 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: 06517461 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 k01321e8vk.txt CURRENT REPORT, DATED JANUARY 1, 2006 ================================================================================ 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): JANUARY 1, 2006 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Employment Letter to Mr. Stolzenberg On November 16, 2005, we hired Mr. Eric L. Stolzenberg as president of our compressor business unit, and effective as of January 1, 2006, Mr. Stolzenberg became an executive officer. Under his employment letter, Mr. Stolzenberg will receive an annual salary of $280,000 and various benefits, including a relocation allowance of up to $100,000 to cover moving expenses not covered by our customary moving allowance. The letter also provides that we will enter into a change in control agreement with Mr. Stolzenberg when he relocates to Tecumseh, Michigan or three years after his date of hire, whichever comes first. For more detailed information about the terms of Mr. Stolzenberg's employment, please see the copy of his employment letter filed as an exhibit to this report. Mr. Stolzenberg is an employee at will. 2006 Salaries Effective as of January 1, 2006, our Governance, Compensation, and Nominating Committee established the 2006 salaries for our other executive officer employees. A list of their names and 2006 salaries is filed as an exhibit to this report. All of them are employees at will. ITEM 7.01 REGULATION FD DISCLOSURE. On January 6, 2006, we issued a press release describing the shutdown of the engine manufacturing operations of our subsidiary, Tecumseh Europa S.p.A. located in Torino, Italy. We are furnishing a copy of the press release as Exhibit 99.1 to this report. The information in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in the filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. The following exhibits are filed or furnished with this report: Exhibit No. Description ----------- ----------- 10.1 Employment letter to Eric L. Stolzenberg 10.2 2006 executive officer salaries 99.1 Press Release dated January 6, 2006 -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: January 6, 2006 By /s/ JAMES S. NICHOLSON ------------------------------------ James S. Nicholson Vice President, Treasurer and Chief Financial Officer -2- EXHIBIT INDEX Exhibit No. Description ---------- ----------- 10.1 Employment letter to Eric L. Stolzenberg 10.2 2006 executive officer salaries 99.1 Press Release dated January 6, 2006 -3- EX-10.1 2 k01321exv10w1.txt EMPLOYMENT LETTER TO ERIC L. STOLZENBERG Exhibit 10.1 [letterhead of Tecumseh Products Company] November 16, 2005 Mr. Eric L. Stolzenberg 17603 Westward Reach Road Cornelius, NC 28031 Dear Ric: I am delighted to offer you the position of Compressor SBU President, Tecumseh Products Company. As recently discussed, the specifics are, subject to your passing a physical examination and drug screen: 1. Job Title: Compressor SBU President 2. Salary: $280,000 3. Incentive Plan: Participation in the Company's Management Incentive Plan of 2006 4. Vacation: Three weeks per calendar year beginning in 2006 and four weeks after ten years of service (per Company policy). 5. Moving Expenses: Certain reimbursements listed below for pre-move and actual moving expenses fall into taxable and non-taxable categories. (a) Moving expenses to include packing, shipping, unloading, etc. of household goods. (b) Reasonable time off work with pay will be granted for moving. (c) Up to one week's expenses to and from location for spouse including lodging and meals while seeking a new residence. (d) Travel and meal expenses for spouse and dependents from old location to new location at the time the family relocates. (e) Relocation allowance up to $100,000 to cover moving expenses not covered in the customary moving allowance plus travel expenses to and from Tecumseh, Michigan, and lodging and meals for employee only while in the Tecumseh, Michigan area payable as incurred up to a maximum of three (3) years from date of hire. Ric Stolzenberg November 16, 2005 Page Two 6. Change of Control (draft attached) not to become effective until the earlier of relocation to the Tecumseh, Michigan area or three (3) years from date of hire. 7. Start Date: November 16, 2005 8. Insurance: First day of the month following the start date. Please let me know as soon as possible of your decision. If you accept, please make an appointment with your physician for a physical examination, including drug screen (forms enclosed). Please return the completed forms and the drug screen lab results in the enclosed envelope or fax to Corporate Human Resources at 517-423-8853. All information must be received prior to your start date. We are very impressed with you and your qualifications and believe that you would be an ideal addition to our management team. I look forward to hearing from you soon. Sincerely, /s/ MICHAEL R. FORMAN Michael R. Forman Vice-President and Director Corporate Human Resources Enclosures EX-10.2 3 k01321exv10w2.txt 2006 EXECUTIVE OFFICER SALARIES . . . Exhibit 10.2 2006 EXECUTIVE OFFICER SALARIES
Name Position 2006 Salary - ---- -------- ----------- Todd W. Herrick Chairman of the Board of Directors, President, $475,000 and Chief Executive Officer James S. Nicholson Vice President, Treasurer, and Chief Financial 280,000 Officer Eric L. Stolzenberg (1)(2) President of Compressor Business Unit 280,000 Ronald E. Pratt (1) President of Electrical Components Business 210,000 Unit Michael R. Forman Vice President of Global Human Resources 150,000 Kent B. Herrick Vice President of Global Business Development 120,000
(1) Became an executive officer effective January 1, 2006 (2) Salary established in November 16, 2005 employment letter EX-99.1 4 k01321exv99w1.txt PRESS RELEASE DATED JANUARY 6, 2006 Exhibit 99.1 TECUMSEH PRODUCTS COMPANY (NASDAQ: TECUA and TECUB) January 6, 2006 Tecumseh, Michigan TECUMSEH ANNOUNCES ADDITIONAL RESTRUCTURING ACTIONS INVOLVING ITS ENGINE & POWER TRAIN GROUP TECUMSEH, MICHIGAN --JANUARY 6, 2006 -- On December 28, 2005, the Company announced its intention to cease the engine manufacturing operations of its wholly owned subsidiary, Tecumseh Europa S.p.A., located in Turin, Italy. The shut down will be accomplished through an Italian form of court-supervised liquidation known as "Concordato Preventivo" (the "Concordato"). A liquidator was appointed and granted all necessary powers to carry out the liquidation of Europa. The plan of liquidation that will be filed in connection with the Concordato is subject to approval by the Court of Turin and a majority of Europa's unsecured creditors. The required approvals are expected to be received during the first and second quarter of 2006. After receipt of the necessary approvals, the liquidator will implement the liquidation plan. Approximately, 375 employees will be affected by the shut down. The Concordato proceedings are a part of the performance improvement program for Tecumseh's Engine & Power Train Group. In August 2005, Tecumseh engaged Alix Partners to accelerate the implementation of the Engine & Power Train Group's performance improvement plan. "Although, we regret having to cease our Engine & Power Train Group activities in Italy, we believe that this is a necessary choice in order to improve performance of the group," said Todd W. Herrick, Chairman and Chief Executive Officer of Tecumseh. Jim Bonsall of Alix Partners offered that, "implementation of the liquidation plan in Italy, is an important step in reconfiguring the Group's manufacturing footprint and supply chain in order to return the group to profitability. Losses attributable to these European operations were approximately $6.5 million in 2005." Under the Concordato proceedings, the Court of Turin may request that the Company guarantee the value of certain of the assets of Europa that would be used to satisfy Europa's liabilities. The Company is not required to provide such guarantee. A charge to reflect the impact of this action will be recorded in the fourth quarter of 2005. The Company anticipates that the charges associated with the liquidation will not be material to the 2005 consolidated results of operations of the Company. ABOUT TECUMSEH PRODUCTS COMPANY 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. This discussion contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to the safe harbor provisions created by that Act. Forward-looking statements can be identified by the use of terms such as "expects," "should," "may," "believes," "anticipates," "will," and other future tense and forward-looking terminology. Readers are cautioned that actual results may differ materially from those projected as a result of certain risks and uncertainties. For a description of these risks and uncertainties, refer to "Cautionary Statements Relating to Forward Looking Statements" in the Management's Discussion and Analysis section of Tecumseh Products Company's Annual Report to Shareholders and Form 10-K for the year ended December 31, 2004. Contact: Pat Walsh Director of Investor Relations Tecumseh Products Company (517) 423-8455 -----END PRIVACY-ENHANCED MESSAGE-----