SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1 to Form 8-K dated 12-30-02 filed 1-14-03
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 30, 2002
TECUMSEH PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
Michigan 0-452 38-1093240
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) 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
(Former name or former address, if changed since last report)
Explanatory Note: This amendment is filed to correct a typographical error in
the adjustments column of the Unaudited Combined Pro Forma balance Sheet, Item
(1).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro forma financial information.
Pro forma financial information of Tecumseh Products Company
and FASCO Motors as follows: (i) unaudited pro forma combined balance sheet for
Tecumseh Products Company and FASCO Motors at September 30, 2002; (ii) unaudited
pro forma combined statements of operations of Tecumseh Products Company and
FASCO Motors for the nine months ended as of September 30, 2002 and for the year
ended December 31, 2001; and (iii) notes to such unaudited pro forma combined
financial information.
(c) Exhibits:
Exhibit No. Description
----------- -----------
2.1* Stock Purchase Agreement dated
November 27, 2002, by and among
Tecumseh Products Company, Invensys
plc, BTR Industries Limited, BTR
(European Holdings) BV, CPN Holdings
Pty Limited, Invensys Controls
Mexican Holding, L.L.C., and BTR
(USA) Finance Company**
2.2* Amendment No. 1 dated December 3,
2002, by and among Tecumseh Products
Company, Invensys plc, BTR
Industries Limited, BTR (European
Holdings) BV, CPN Holdings Pty
Limited, Invensys Controls Mexican
Holding, L.L.C., and BTR (USA)
Finance Company**
2.3* Amendment No. 2 dated December 30,
2002, by and among Tecumseh Products
Company, Invensys plc, BTR
Industries Limited, BTR (European
Holdings) BV, CPN Holdings Pty
Limited, Invensys Controls Mexican
Holding, L.L.C., and BTR (USA)
Finance Company**
4.1 Three-Year Credit Agreement, dated
December 30, 2002, by and among
Tecumseh Products Company, the
Lenders and Bank One, NA**
4.2 Bridge Credit Agreement, dated
December 30, 2002, by and among
Tecumseh Products Company, the
Lenders and Bank One, NA**
99.1 Unaudited condensed combined
financial statements of FASCO Motors
as of September 30, 2002, and for
each of the six month periods ended
September 30, 2002 and 2001, and the
audited combined financial
statements of FASCO Motors as of
March 31, 2002 and 2001, and for
each of the three fiscal years in
the period ended March 31, 2002**
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99.2 Pro forma financial information of
Tecumseh Products Company and FASCO
Motors as follows: (i) unaudited pro
forma combined balance sheet for
Tecumseh Products Company and FASCO
Motors at September 30, 2002; (ii)
unaudited pro forma combined
statements of operations of Tecumseh
Products Company and FASCO Motors
for the nine months ended September
30, 2002 and for the year ended
December 31, 2001; and (iii) notes
to such unaudited pro forma combined
financial statements
* The schedules and annexes to such agreements are omitted pursuant to Item
601(b)(2) of Regulation S-K. Tecumseh agrees to furnish supplementally a copy of
any omitted schedule and annex to the Commission upon request.
** Previously filed with the Current Report on Form 8-K dated 12-30-02 and filed
1-14-03.
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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 thereunto duly authorized.
TECUMSEH PRODUCTS COMPANY
Date: January 15, 2003 By /s/ David W. Kay
---------------------
David W. Kay
Vice President, Treasurer and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Stock Purchase Agreement dated
November 27, 2002, by and among
Tecumseh Products Company, Invensys
plc, BTR Industries Limited, BTR
(European Holdings) BV, CPN Holdings
Pty Limited, Invensys Controls
Mexican Holding, L.L.C., and BTR
(USA) Finance Company*
2.2 Amendment No. 1 dated December 3,
2002, by and among Tecumseh Products
Company, Invensys plc, BTR
Industries Limited, BTR (European
Holdings) BV, CPN Holdings Pty
Limited, Invensys Controls Mexican
Holding, L.L.C., and BTR (USA)
Finance Company*
2.3 Amendment No. 2 dated December 30,
2002, by and among Tecumseh Products
Company, Invensys plc, BTR
Industries Limited, BTR (European
Holdings) BV, CPN Holdings Pty
Limited, Invensys Controls Mexican
Holding, L.L.C., and BTR (USA)
Finance Company*
4.1 Three-Year Credit Agreement, dated
December 30, 2002, by and among
Tecumseh Products Company, the
Lenders and Bank One, NA*
4.2 Bridge Credit Agreement, dated
December 30, 2002, by and among
Tecumseh Products Company, the
Lenders and Bank One, NA*
99.1 Unaudited condensed combined
financial statements of FASCO Motors
as of September 30, 2002, and for
each of the six month periods ended
September 30, 2002 and 2001, and the
audited combined financial
statements of FASCO Motors as of
March 31, 2002 and 2001, and for
each of the three fiscal years in
the period ended March 31, 2002*
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99.2 Pro forma financial information of
Tecumseh Products Company and FASCO
Motors as follows: (i) unaudited pro
forma combined balance sheet for
Tecumseh Products Company and FASCO
Motors at September 30, 2002; (ii)
unaudited pro forma combined
statements of operations of Tecumseh
Products Company and FASCO Motors
for the nine months ended September
30, 2002 and for the year ended
December 31, 2001; and (iii) notes
to such unaudited pro forma combined
financial statements
* Previously filed with the Current Report on Form 8-K dated 12-30-02 and filed
1-14-03.
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