-----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, Ajrp2dhw7AXQBlJubo6diwf9PcIgDfDrQqPKdG4NRDCU5LgY9gDooDLAy8mLIeiM nFh4DB8HcgetmJZCMDhbjA== 0000950124-08-001258.txt : 20080317 0000950124-08-001258.hdr.sgml : 20080317 20080317112451 ACCESSION NUMBER: 0000950124-08-001258 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080311 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080317 DATE AS OF CHANGE: 20080317 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: 08691592 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 k24891e8vk.txt CURRENT REPORT, DATED MARCH 11, 2008 ================================================================================ 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 MARCH 11, 2008 Date of Report (date of earliest event reported) TECUMSEH PRODUCTS COMPANY (Exact name of registrant as specified in its charter) MICHIGAN 0-452 38-1093240 (State or other (Commission (IRS Employer jurisdiction File Number) Identification No.) of incorporation or organization) 100 EAST PATTERSON STREET TECUMSEH, MICHIGAN 49286 (Address of principal executive offices) (517) 423-8411 (Registrant's telephone number, including area code) (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: [ ] Written communication 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 7.01 REGULATION FD DISCLOSURE On March 11, 2008, Tecumseh Products Company (the "Company") issued a press release announcing that its Board of Directors (the "Board") had received a letter, dated March 10, 2008, from the Herrick Foundation (the "Foundation"), a shareholder of the Company, in which the Foundation requested, among other things, that the Board form a committee to explore the possible sale of the Company and take various actions to change the Company's corporate governance posture, including seeking shareholder approval at Tecumseh's 2008 annual shareholders meeting to eliminate provisions contained in the Company's amended certificate of incorporation that protect Class A shareholders. The press release also announced that on March 11, 2008, Edwin L. Buker, Chief Executive Officer and President of Tecumseh, sent a letter to the Foundation stating that the requests contained in the Foundation's March 10 letter will be taken seriously by the Board and that the Board will consider them in due course in light of its fiduciary duties. In Mr. Buker's March 11 letter, he further advised the Foundation that neither the Foundation nor any of its representatives or affiliates has been authorized by the Company to pursue a sale of, or any other transaction involving, the Company. A copy of the press release is furnished as exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the letter from Mr. Buker to the Foundation is furnished as exhibit 99.2 to this Current Report on Form 8-K and is also incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. The following exhibits are furnished with this report: EXHIBIT NUMBER DESCRIPTION - ------------- ---------------------------------------------------------- 99.1 Press Release dated March 11, 2008 99.2 Letter from Tecumseh Products Company to the Herrick Foundation dated March 11, 2008 SIGNATURE 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. Dated: March 17, 2008 TECUMSEH PRODUCTS COMPANY By: /s/ James S. Nicholson ------------------------------------------------ Name: James S. Nicholson Title: Vice President, Treasurer and Chief Financial Officer NOTE: The information in Item 7.01 of this report and the related exhibits (Exhibits 99.1 and 99.2) 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. EX-99.1 2 k24891exv99w1.txt PRESS RELEASE DATED MARCH 11, 2008 Exhibit 99.1 TECUMSEH PRODUCTS COMPANY ANNOUNCES COMMUNICATIONS WITH THE HERRICK FOUNDATION TECUMSEH, MI, March 11, 2008--Tecumseh Products Company (Nasdaq: TECUA, TECUB) ("Tecumseh" or the "Company") today announced that its Board of Directors received a letter, dated March 10, 2008, from the Herrick Foundation, a shareholder of Tecumseh, in which the foundation requested, among other things, that the Board form a committee to explore a possible sale of Tecumseh and take various actions to change the Company's corporate governance posture, including seeking shareholder approval at Tecumseh's 2008 annual shareholders meeting to eliminate provisions contained in the Company's amended certificate of incorporation that protect Class A shareholders. In addition, on March 10, 2008 the Herrick Foundation filed with the SEC a Form 13D which among other disclosures includes a copy of the letter received by the Board. On March 11, 2008, Edwin L. Buker, Chairman of the Board, Chief Executive Officer and President of Tecumseh, sent a letter to The Herrick Foundation stating that the requests contained in the foundation's March 10 letter will be appropriately considered by the Board in due course, consistent with its fiduciary duties. Mr. Buker further advised The Herrick Foundation that neither the foundation nor any of its representatives or affiliates has been authorized by Tecumseh to pursue a sale of, or any other transaction involving, Tecumseh. 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 success of our ongoing effort to bring costs in line with projected production levels and product mix; ii) 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; iii) the ability of the Company to maintain adequate liquidity in total and within each foreign operation; iv) financial market changes, including fluctuations in interest rates and foreign currency exchange rates; v) availability and cost of materials, particularly commodities, including steel, copper and aluminum, whose cost can be subject to significant variation; vi) weather conditions affecting demand for air conditioners; vii) the ultimate cost of resolving environmental and legal matters; viii) changes in business conditions and the economy in general in both foreign and domestic markets; ix) potential political and economic factors that could adversely affect anticipated sales and production in Brazil; x) potential political and economic factors that could adversely affect anticipated sales 3 and production in India, including potential military conflict with neighboring countries; xi) the effect of terrorist activity and armed conflict; xii) economic trend factors such as housing starts; xiii) the effect of any business disruption caused by work stoppages initiated by organized labor unions; xiv) emerging governmental regulations; xv) increased or unexpected warranty claims; xvi) actions of competitors; xvii) our ability to profitably develop, manufacture and sell both new and existing products; and xviii) the ongoing financial health of major customers. 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. 4 EX-99.2 3 k24891exv99w2.txt LETTER FROM TECUMSEH PRODUCTS COMPANY EXHIBIT 99.2 [Tecumseh Products Company Letterhead] March 11, 2008 Herrick Foundation 2290 First National Building 660 Woodward Avenue Detroit, Michigan 48226 Attention: Mr. Todd W. Herrick, President Mr. Herrick: We are in receipt of your letter, dated March 10, 2008 to the Board of Directors (the "Board") of Tecumseh Products Company (the "Company"). The requests made in your March 10 letter will be appropriately considered by the Board in due course, consistent with its fiduciary duties. Please be advised that neither The Herrick Foundation nor any of its representatives or affiliates has been authorized by the Company to pursue a sale of, or any other transaction involving, the Company. Sincerely, Edwin L. Buker Chairman & Chief Executive Officer 5 -----END PRIVACY-ENHANCED MESSAGE-----