-----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, MU63fMFWoAgUDPpAqoon4KKvBuKQZa3PKTK9CavkjbGHsx5TPCSLJ44XYNhOfKo3 +UOJW50JvJwjkKgYu3d4mg== 0000950137-06-012618.txt : 20061117 0000950137-06-012618.hdr.sgml : 20061117 20061117163849 ACCESSION NUMBER: 0000950137-06-012618 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061115 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061117 DATE AS OF CHANGE: 20061117 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: 061227196 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 k10210e8vk.txt CURRENT REPORT 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 15, 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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF A LISTING. On November 15, 2006 we received a Nasdaq staff determination letter indicating that we had failed to comply with the filing requirements for continued listing set forth in Nasdaq's Marketplace Rule 4310(c)(14) and that our stock is therefore subject to delisting from The Nasdaq Global Market. Nasdaq issued the letter because we have delayed filing our Form 10-Q for the third quarter because we need additional time to close our books and evaluate the accounting for income taxes in our interim periods. We intend to appeal the Nasdaq staff determination. During the appeal process, which we expect will take four to six weeks, our stock will continue to be listed on Nasdaq. We plan to file our Form 10-Q for the third quarter before the appeal process is completed, which we would expect will resolve the matter and permit our stock to continue to be listed on Nasdaq. ITEM 7.01 REGULATION FD DISCLOSURE. On November 15, 2006, we issued a press release about succession planning and our new financing arrangements, and on November 17, 2006, we issued a press release about our receipt of the Nasdaq letter. We are furnishing copies of both press releases as exhibits to this report. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. The following exhibits are furnished with this report: Exhibit No. Description 99.1 Press release issued November 15, 2006 99.2 Press release issued November 17, 2006 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 17, 2006 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 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. EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 99.1 Press release issued November 15, 2006 99.2 Press release issued November 17, 2006
EX-99.1 2 k10210exv99w1.txt PRESS RELEASE EXHIBIT 99.1 TECUMSEH PRODUCTS COMPANY INITIATES SUCCESSION PLANNING, PROVIDES ADDITIONAL DETAIL ON NEW FINANCING Tecumseh, Michigan, November 15, 2006 . . . . Tecumseh Products Company (NASDAQ-TECUA, TECUB) announced today that it has initiated a succession planning process to identify candidates for several senior management positions, including a new Chief Executive Officer, as well as senior managers in sales and marketing. Tecumseh's Board of Directors initiated this process in connection with the signing of the Company's new Second Lien Credit Agreement on November 13, 2006. Tecumseh entered into the new $100 million Second Lien Credit Agreement with Tricap Partners LLC and completed a corresponding amendment to the February 6, 2006 First Lien Credit Agreement to obtain additional liquidity and relief from financial covenants as it continues to focus on improving its financial performance. SUCCESSION PROCESS Under the succession process, the Tecumseh Board, assisted by an advisory committee formed under the new credit agreement, will work with an executive recruiting firm to identify candidates for various senior management positions, including a new CEO and senior managers in sales and marketing. The executive recruiting firm will be selected by the Board of Directors during the coming months. The credit agreement provides that Tecumseh's current CEO, Todd W. Herrick, will remain as Chairman of the Board of Directors when the new CEO is appointed. The company has not determined a specific timetable for the transition process but expects to move forward expeditiously. Mr. Herrick said, "I have concluded that this is an appropriate time to seek new leadership for the company. I intend to work closely with my successor and the other members of the management team as we continue to focus on increasing market penetration, reducing costs, increasing margins, streamlining production and taking other actions aimed at strengthening Tecumseh and improving its performance." NEW FINANCING The new Second Lien Credit Agreement provides $100 million in new financing on more favorable terms than the previously amended Second Lien Credit Agreement. Proceeds from the new agreement have been used to repay in full the outstanding balance under the previous Second Lien Credit Agreement and to repay a portion of the outstanding borrowings under the First Lien Credit Agreement. The Company has additional borrowing capacity under the First Lien Credit Agreement, as amended. Both the First Lien Credit Agreement as amended and the new Second Lien Credit Agreement have three-year terms. Tecumseh is continuing to explore opportunities to further reduce debt and increase liquidity, including evaluating the feasibility of asset sales. Additional information about the new U.S. credit arrangements, as well as an update on the Company's Brazilian debt, are contained in a Form 8-K filed today with the Securities and Exchange Commission. 1 CAUTIONARY STATEMENT RELATING TO FORWARD-LOOKING STATEMENTS This release 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. 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) changes in business conditions and the economy in general in both foreign and domestic markets; ii) the effect of terrorist activity and armed conflict; iii) weather conditions affecting demand for air conditioners, lawn and garden products, portable power generators and snow throwers; iv) the success of our ongoing effort to bring costs in line with projected production levels and product mix; v) financial market changes, including fluctuations in interest rates and foreign currency exchange rates; vi) economic trend factors such as housing starts; vii) emerging governmental regulations; viii) availability and cost of materials, particularly commodities, including steel, copper and aluminum, whose cost can be subject to significant variation; ix) actions of competitors; x) the ultimate cost of resolving environmental and legal matters; xi) our ability to profitably develop, manufacture and sell both new and existing products; xii) 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; xiii) the extent of any business disruption caused by work stoppages initiated by organized labor unions; xiv)the ability of the Company to maintain adequate liquidity in total and within each foreign operation; xv) potential political and economic adversities that could adversely affect anticipated sales and production in Brazil; xvi) potential political and economic adversities that could adversely affect anticipated sales and production in India, including potential military conflict with neighboring countries; xvii) our ability to reduce a substantial amount of costs in the Engine & Power Train group associated with excess capacity, xviii) the ongoing financial health of major customers, and xix) the continuing willingness of our domestic and foreign lenders to cooperate with us in modifying covenants and repayment terms as required to accommodate changes in our business. These 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. 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. CONTACT: Teresa Hess Director, Investor Relations Tecumseh Products Company 517-423-8455 2 EX-99.2 3 k10210exv99w2.txt PRESS RELEASE EXHIBIT 99.2 TECUMSEH PRODUCTS COMPANY REPORTS ON NASDAQ LISTING STATUS Tecumseh, Michigan, November 17, 2006 . . . . Tecumseh Products Company (NASDAQ-TECUA, TECUB) announced today that it received a Nasdaq staff determination letter on November 15, 2006 indicating that the Company had failed to comply with the filing requirements for continued listing set forth in Nasdaq's Marketplace Rule 4310(c)(14) and that Tecumseh's stock is therefore subject to delisting from The Nasdaq Global Market. Nasdaq issued the letter because, as previously announced, the Company has delayed reporting its 2006 third quarter results because it needs additional time to close its books and evaluate the accounting for income taxes in its interim periods. Tecumseh will appeal the Nasdaq staff determination. During the appeal process, which generally takes four to six weeks, Tecumseh stock will continue to be listed on Nasdaq. The Company expects to file its Form 10-Q for the third quarter before the appeal process is completed, which the Company expects will resolve the matter and will permit Tecumseh stock to continue to be listed on Nasdaq. CAUTIONARY STATEMENT RELATING TO FORWARD-LOOKING STATEMENTS This release 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. 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) changes in business conditions and the economy in general in both foreign and domestic markets; ii) the effect of terrorist activity and armed conflict; iii) weather conditions affecting demand for air conditioners, lawn and garden products, portable power generators and snow throwers; iv) the success of our ongoing effort to bring costs in line with projected production levels and product mix; v) financial market changes, including fluctuations in interest rates and foreign currency exchange rates; vi) economic trend factors such as housing starts; vii) emerging governmental regulations; viii) availability and cost of materials, particularly commodities, including steel, copper and aluminum, whose cost can be subject to significant variation; ix) actions of competitors; x) the ultimate cost of resolving environmental and legal matters; xi) our ability to profitably develop, manufacture and sell both new and existing products; xii) 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; xiii) the extent of any business disruption caused by work stoppages initiated by organized labor unions; xiv)the ability of the Company to maintain adequate liquidity in total and within each foreign operation; xv) potential political and economic adversities that could adversely affect anticipated sales and production in Brazil; xvi) potential political and economic adversities that could adversely affect anticipated sales and production in India, including potential military conflict with neighboring countries; xvii) our ability to reduce a substantial amount of costs in the Engine & Power Train group associated with excess capacity, xviii) the ongoing financial health of major customers, and xix) the continuing willingness of our domestic and foreign lenders to cooperate with us in modifying covenants and repayment terms as required to accommodate changes in our business. These 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. 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. Contact: Teresa Hess Director, Investor Relations Tecumseh Products Company 517-423-8455 1
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