UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
TECUMSEH PRODUCTS COMPANY
(Name of Issuer)
CLASS A COMMON STOCK, par value $1.00 per share
CLASS B COMMON STOCK, par value $1.00 per share
(Title of Class of Securities)
CLASS A – 878895200
CLASS B – 878895101
(CUSIP Number)
SCOTT L. BARBEE
AEGIS FINANCIAL CORPORATION
6862 ELM STREET, SUITE 830
MCLEAN, VA 22101
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 6, 2013
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following boxx.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 878895200/878895101 SCHEDULE 13D
| 1 | NAME OF REPORTING PERSON |
Aegis Financial Corporation
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)¨
(b)x
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware
| | | 7 SOLE VOTING POWER |
| | | -0- |
| NUMBER OF | | |
| SHARES | | 8 SHARED VOTING POWER |
| BENEFICIALLY | | Class A – 1,238,641; Class B – 491,781 |
| OWNED BY | | |
| EACH | | 9 SOLE DISPOSITIVE POWER |
| REPORTING | | -0- |
| PERSON | | |
| WITH | | 10 SHARED DISPOSITIVE POWER |
| | | Class A – 1,238,641; Class B – 491,781 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
Class A – 1,238,641; Class B – 491,781
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
Class A – 9.24%; Class B – 9.69%
| 14 | TYPE OF REPORTING PERSON* |
IA
CUSIP No. 028740108 SCHEDULE 13D
| 1 | NAME OF REPORTING PERSON |
Scott L. Barbee
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)¨
(b)x
PF & OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
United States of America
| | | 7 SOLE VOTING POWER |
| | | Class A – 17,633; Class B – 10,743 |
| NUMBER OF | | |
| SHARES | | 8 SHARED VOTING POWER |
| BENEFICIALLY | | Class A – 1,238,641; Class B – 491,781 |
| OWNED BY | | |
| EACH | | 9 SOLE DISPOSITIVE POWER |
| REPORTING | | Class A – 17,633; Class B – 10,743 |
| PERSON | | |
| WITH | | 10 SHARED DISPOSITIVE POWER |
| | | Class A – 1,238,641; Class B – 491,781 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
Class A – 1,256,274; Class B – 502,524
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
Class A – 9.37%; Class B – 9.90%
| 14 | TYPE OF REPORTING PERSON* |
IN
This Amendment No. 2 (this “Amendment”) amends the Schedule 13D filed by Aegis Financial Corporation and by Scott L. Barbee (each, a “Reporting Person” and collectively, the "Reporting Persons") on May 24, 2013 (the “Amendment No. 1”).
This Amendment and the Amendment No. 1 relate to the common stock of Tecumseh Products Company (the “Company”). The principal executive office of the Company is located at 5683 Hines Drive, Ann Arbor, Michigan 48108.
| 2. | IDENTITY AND BACKGROUND. |
(a), (b) and (c)
This Schedule 13D/A Amendment No. 2 is being filed on behalf of Aegis Financial Corporation ("AFC") and Scott L. Barbee (each a "Reporting Person" and collectively, the "Reporting Persons").
(i) The address of the principal business and principal office of AFC is 6862 Elm Street, Suite 830, McLean, VA 22101. Scott L. Barbee is the President and sole shareholder of AFC.
(ii) Scott L. Barbee's address is 6862 Elm Street, Suite 830, McLean, VA 22101. Scott L. Barbee is President and sole shareholder of AFC.
(d) During the past five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) AFC is a Delaware Corporation.
Scott L. Barbee is a citizen of the United States of America.
| 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
The amount of funds expended to date by AFC to acquire the 1,238,641shares of Class A Common Stock and 491,781 shares of Class B common Stock it holds beneficially is $15,821,474.63. Such funds were provided from Advisory Clients' investment accounts managed by AFC.
The amount of funds expended to date by Scott L. Barbee to the 17,633 shares of Class A Common Stock and 10,743 shares of Class B common Stock he holds is $267,293.55. Such funds were provided from Scott L. Barbee's personal funds.
No borrowed funds were used to purchase the Common Stock.
| 4. | PURPOSE OF TRANSACTION. |
The Reporting Persons have acquired their Class A and Class B Common Stock of the Issuer for investment. The Reporting Persons evaluate their investment in the Class A and Class B Common Stock on a continual basis. The Reporting Persons’ beneficial ownership of the Class A Common Stock has increased by more than one percent since the 13D Amendment No. 1 filing. The Reporting Persons’ beneficial ownership of the Class B Common Stock has decreased 0.02% since the 13D Amendment No. 1 filing.
Except as set forth above and as incorporated by reference, the Reporting Persons have no other plans or proposals as of the date of this filing which, relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.
The Reporting Persons reserve the right to be in contact with members of the Issuer's management, the members of the Issuer's Board of Directors (the “Board”), other significant shareholders and others regarding alternatives that the Issuer could employ to increase shareholder value.
The Reporting Persons reserve the right to effect transactions that would change the number of shares they may be deemed to beneficially own.
The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to the Issuer's management, the Board, the Issuer's shareholders and others.
| 5. | INTEREST IN SECURITIES OF THE ISSUER. |
To the best of the Reporting Persons' knowledge based on the information contained in the Company's most recent Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, the aggregate number of shares of Class A and Class B Common Stock of the Company outstanding as of August 8, 2013 were 13,401,938 shares and 5,077,746 shares respectively.
(A) Aegis Financial Corporation
(a) – (e) Aggregate number of shares beneficially owned:
Class A – 1,238,641; Class B – 491,781
Percentage: Class A – 9.24%; Class B – 9.69%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: Class A – 1,238,641; Class B – 491,781
3. Sole power to dispose or to direct the disposition: -0-
4. Shared power to dispose or to direct disposition: Class A – 1,238,641; Class B – 491,781
(c) During the 60-day period ended September 6, 2013, AFC increased its overall beneficial ownership of the Company’s common stock through purchases. The sales transactions were due to rebalancing of advisory clients’ positions. Prices include brokerage commissions paid.
| | | Class A Common Stock | | | | |
| Date | | No. of Shares | | | Aggregate Price | |
| 7/10/2013 | | | (1,600 | ) | | $ | (18,032.72 | ) |
| 7/19/2013 | | | (400 | ) | | $ | (4,772.91 | ) |
| 9/5/2013 | | | 38,105 | | | $ | 355,786.39 | |
| 9/6/2013 | | | 124,723 | | | $ | 1,167,223.35 | |
| | | | | | | | | |
| | | | | | | | | |
| | | Class B Common Stock | | | | |
| Date | | No. of Shares | | | Aggregate Price | |
| | | | | | | | | |
| 7/19/2013 | | | (800 | ) | | $ | (9,194.83 | ) |
(B) Scott L. Barbee
(a) –(e) Aggregate number of shares beneficially owned:
Class A – 1,256,274; Class B – 502,524
Percentage: Class A – 9.37%; Class B – 9.90%
(b) 1. Sole power to vote or to direct vote: Class A – 17,633; Class B – 10,743
2. Shared power to vote or to direct vote: Class A – 1,238,641; Class B – 491,781
3. Sole power to dispose or to direct the disposition: Class A – 17,633; Class B – 10,743
4. Shared power to dispose or to direct disposition: Class A – 1,238,641; Class B – 491,781
(c) During the 60-day period ended September 6, 2013, Scott L. Barbee did not purchase or sell any shares of the Company’s Common Stock.
(d) AFC’s advisory clients have the right to receive or direct the receipt of dividends from, or the proceeds from the sale of, the 1,238,641 shares of Class A common stock and the 491,781 shares of Class B common stock. Mr. Barbee has the right to receive dividends from, or the proceeds from the sale of, the 17,633 shares of Class A common stock and the 10,743 shares of Class B common stock.
(e) Not applicable.
| 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
There are no contracts, arrangements, understandings or relationships between the reporting Persons and any other person with respect to any security of the Company.
| 7. | MATERIAL TO BE FILED AS EXHIBITS. |
Exhibit 1 Joint Filing Agreement, dated as of September 6, 2013, among Aegis Financial Corporation and Scott L. Barbee
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
DATED: September 6, 2013
| | Aegis Financial Corporation |
| | |
| | By: | /s/ Scott L. Barbee |
| | | Name: Scott L. Barbee |
| | | Title: President |
| | |
| | By: | /s/ Scott L. Barbee |
| | | Scott L. Barbee |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, each of the undersigned agree to the joint filing on behalf of each of them of the Schedule 13D to which this Joint Filing Agreement (this "AGREEMENT") is attached as an Exhibit and any amendments thereto. In evidence thereof, each of the undersigned, being duly authorized, hereby executed this Agreement.
Date: September 6, 2013
| | Aegis Financial Corporation |
| | |
| | By: | /s/ Scott L. Barbee |
| | | Name: Scott L. Barbee |
| | | Title: President |
| | |
| | By: | /s/ Scott L. Barbee |
| | | Scott L. Barbee |
