-----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, CNE19qavzh6VAxYbi61nDf8Vnp5iN/+oESPMLk8QgrGXYxad54PkbXUyfBYN9Jfm n1ys13IV5FzZxW8zB2FQMQ== 0000950124-07-005647.txt : 20071107 0000950124-07-005647.hdr.sgml : 20071107 20071107172838 ACCESSION NUMBER: 0000950124-07-005647 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071101 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Impairments ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071107 DATE AS OF CHANGE: 20071107 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: 071222611 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 k21395e8vk.txt CURRENT REPORT, DATED NOVEMBER 1, 2007 ================================================================================ 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): NOVEMBER 1, 2007 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. On November 1, 2007, we signed an agreement to sell our Automotive & Specialty business operations to an affiliate of Sun Capital Partners, Inc. for $10 million in cash, subject to customary adjustments at closing. Completion of the transaction is currently expected to occur during the fourth quarter of 2007. ITEM 2.06 MATERIAL IMPAIRMENTS. The information in Item 1.01 of this report is incorporated into this Item 2.06 by reference. As a result of signing this agreement, we will reduce the carrying value of the assets held for sale by $26 million to $29 million, to reflect the net proceeds expected to be realized upon consummation of this transaction. None of this charge will result in future cash expenditures. ITEM 7.01 REGULATION FD DISCLOSURE. On November 1, 2007, we issued a press release announcing the agreement described in Item 1.01. We are furnishing a copy as an exhibit to this report. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. The following exhibit is furnished with this report: Exhibit No. Description ----------- ----------- 99.1 Press release issued November 1, 2007 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: November 7, 2007 By /s/ James S. Nicholson --------------------------------------- James S. Nicholson Vice President, Treasurer and Chief Financial Officer NOTE: The information in Item 7.01 of this report and the related exhibit is not to be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section unless the registrant specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act. EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 99.1 Press release issued November 1, 2007
EX-99.1 2 k21395exv99w1.txt PRESS RELEASE, ISSUED NOVEMBER 1, 2007 Exhibit 99.1 TECUMSEH PRODUCTS COMPANY ANNOUNCES AGREEMENT TO SELL ITS AUTOMOTIVE & SPECIALTY BUSINESS OPERATIONS TO AN AFFILIATE OF SUN CAPITAL PARTNERS, INC. TECUMSEH, MI, November 1, 2007--Tecumseh Products Company (Nasdaq: TECUA, TECUB) ("Tecumseh" or the "Company") today announced that it has signed an agreement to sell its Automotive & Specialty business operations to an affiliate of Sun Capital Partners, Inc. for $10 million in cash, subject to customary adjustments at closing. Completion of the transaction is currently expected to occur during the fourth quarter of 2007. The operations to be sold include Tecumseh's facilities in Eaton Rapids, Michigan; Nappanee, Indiana; Juarez, Mexico; and Cambridge, Ontario. The Automotive & Specialty business, which operated under the "Fasco" name prior to the sale of other divisions of the Electrical Components business segment to Regal Beloit Corporation, is currently conducting business as "Von Weise USA, Inc." in the U.S., "TPC Motores de Mexico, S. de R.L. de C.V." in Mexico, and "Von Weise of Canada Company" in Canada. This business has been classified as held for sale by Tecumseh since the end of the second quarter of 2007. Ed Buker, Tecumseh's President and Chief Executive Officer, said: "This agreement completes our current efforts to market the non-core portions of our business. Going forward, we will continue to evaluate all our remaining operations, in order to optimize the structure of our business both now and into the future." Rothschild Inc. served as financial advisor to Tecumseh. About Sun Capital Partners, Inc. Sun Capital Partners, Inc. is a leading private investment firm focused on leveraged buyouts, equity, debt, and other investments in market-leading companies that can benefit from its in-house operating professionals and experience. Sun Capital affiliates have invested in and managed more than 170 companies worldwide with combined sales in excess of $35.0 billion since Sun Capital's inception in 1995. Sun Capital has offices in Boca Raton, Los Angeles, and New York, and affiliates with offices in London, Tokyo, and Shenzhen. 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. CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS This release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to the safe harbor provision created by that Act. In addition, forward-looking statements may be made orally in the future by or on behalf of the Company. 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, including but not limited to i) the outcome of the judicial restructuring of our Brazilian engine manufacturing subsidiary; ii) the success of our ongoing effort to bring costs in line with projected production levels and product mix; iii) the extent of any business disruption that may result from the restructuring and realignment of our manufacturing operations or system implementations, the ultimate cost of those initiatives and the amount of savings actually realized; iv) the ability of the Company to maintain adequate liquidity in total and within each foreign operation; v) financial market changes, including fluctuations in interest rates and foreign currency exchange rates; vi) availability and cost of materials, particularly commodities, including steel, copper and aluminum, whose cost can be subject to significant variation; vii) weather conditions affecting demand for air conditioners; viii) the ultimate cost of resolving environmental and legal matters; ix) changes in business conditions and the economy in general in both foreign and domestic markets; x) potential political and economic factors that could adversely affect anticipated sales and production in Brazil; xi) potential political and economic factors that could adversely affect anticipated sales and production in India, including potential military conflict with neighboring countries; xii) the effect of terrorist activity and armed conflict; xiii) economic trend factors such as housing starts; xiv) the effect of any business disruption caused by work stoppages initiated by organized labor unions; xv) emerging governmental regulations; xvi) increased or unexpected warranty claims; xvii) actions of competitors; xviii) our ability to profitably develop, manufacture and sell both new and existing products; xix) the ongoing financial health of major customers; and xx) our ability to consummate the transaction described in this press release, as well as the previously announced sale transaction of our Engine & Power Train business segment, or the timing for doing so, including the possibility that the conditions to consummating the transactions may not be satisfied or that the transactions may not close, and the effects of disruption from the transactions making it more difficult to maintain relationships with employees, customers, other business partners or others. The forward-looking statements are made only as of the date of this report, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. Contact: Teresa Hess Director, Investor Relations Tecumseh Products Company 517-423-8455 teresa.hess@tecumseh.com Press releases and other investor information can be accessed via the Investor Relations section of Tecumseh Products Company's Internet web site at http://www.tecumseh.com. Tecumseh Products Company now offers media access to news releases via RSS. Please go to http://tecumseh.mediaroom.com to sign up for our RSS feeds. -----END PRIVACY-ENHANCED MESSAGE-----