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): April 28, 2009
TECUMSEH PRODUCTS COMPANY
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(Exact name of registrant as specified in its charter)
Michigan 0-452 38-1093240
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1136 Oak Valley Drive
Ann Arbor, Michigan 48108
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (734) 585-9500
(not applicable)
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(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)
[x] 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 8.01 Other Events.
On April 28, 2009, William E. Redmond, Jr. requested that the Company withdraw
him from the Company's slate of nominees for election as directors at the 2009
annual meeting of shareholders. Mr. Redmond advised the Company that he reached
this decision based on his determination that he could no longer make the time
commitment necessary to serve as a director of the Company. In addition to his
roles of president, chief executive officer and director of GenTek Inc., and
president of GT Technologies, a wholly-owned subsidiary of GenTek Inc., Mr.
Redmond also serves currently as the chairman of the restructuring committee of
Eddie Bauer Holdings Inc. In addition, as the Company's contested election of
directors became protracted, in March 2009, Mr. Redmond joined the board of Mark
IV Industries, a privately held diversified manufacturing company. Given the
time commitments necessary to fulfill his responsibilities at GenTek, GT
Technologies, Eddie Bauer Holdings and Mark IV Industries, Mr. Redmond asked the
Company to withdraw him from its slate of director nominees.
The Governance and Nominating Committee of the Board of Directors, which is
responsible for identifying director candidates and making recommendations to
the Board of Directors, and the full Board of Directors will meet to address the
vacancy created by Mr. Redmond's withdrawal. As part of the process of
identifying director candidates for the Company's current slate of nominees, the
Governance and Nominating Committee spent a considerable amount of time with
Korn/Ferry International and the Company's other advisors vetting new potential
additions to the Board. This process yielded a number of potential nominees, in
addition to those initially recommended to the Board. The Company will make an
announcement with respect to its slate of director nominees once the Board of
Directors has carefully considered this matter and made a determination.
ON MARCH 27, 2009, TECUMSEH PRODUCTS COMPANY FILED A PRELIMINARY PROXY
STATEMENT/PROSPECTUS WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC"). BEFORE
SOLICITING PROXIES, WE WILL PROVIDE SHAREHOLDERS WITH A DEFINITIVE PROXY
STATEMENT/PROSPECTUS CONTAINING INFORMATION ABOUT THE COMPANY AND CERTAIN
PROPOSALS TO BE PRESENTED TO A VOTE OF SHAREHOLDERS AT ITS 2009 ANNUAL MEETING.
WE ADVISE SHAREHOLDERS TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT
IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. SHAREHOLDERS MAY
OBTAIN FREE COPIES OF THE DEFINITIVE PROXY STATEMENT/PROSPECTUS (WHEN IT IS
AVAILABLE) AND OTHER DOCUMENTS WE FILE WITH THE SEC AT THE SEC'S WEBSITE AT
WWW.SEC.GOV. THEY MAY ALSO ACCESS A COPY OF OUR DEFINITIVE PROXY
STATEMENT/PROSPECTUS WHEN IT IS AVAILABLE BY ACCESSING WWW.TECUMSEH.COM. IN
ADDITION, SHAREHOLDERS MAY OBTAIN A FREE COPY OF THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS WHEN IT IS AVAILABLE BY CONTACTING GEORGESON INC. TOLL FREE
AT (866) 203-1198 (BANKS AND BROKERS CALL (212) 440-9800).
TECUMSEH PRODUCTS COMPANY, OUR DIRECTORS, DIRECTOR NOMINEES AND SOME OF OUR
EXECUTIVE OFFICERS WILL BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF
PROXIES IN RESPECT OF THE MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING.
INFORMATION ABOUT OUR DIRECTORS, DIRECTOR NOMINEES AND SOME OF OUR EXECUTIVE
OFFICERS WILL BE CONTAINED IN THE DEFINITIVE PROXY STATEMENT/PROSPECTUS.
INFORMATION ABOUT THE PARTICIPANTS' DIRECT OR INDIRECT INTERESTS IN THE MATTERS
TO BE CONSIDERED AT THE ANNUAL MEETING WILL BE CONTAINED IN THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS REFERRED TO ABOVE.
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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: April 30, 2009 By /s/ James S. Nicholson
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James S. Nicholson
Vice President, Treasurer and Chief
Financial Officer
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