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): March 5, 2003
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)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On March 5, 2003, Tecumseh completed a private placement of $300
million of Senior Guaranteed Notes due March 5, 2011, in order to refinance the
credit facilities that were described in the Current Report on Form 8-K filed by
Tecumseh on January 14, 2003. The registrant's press release dated March 6,
2003, announcing issuance of the notes is attached hereto as Exhibit 99.1. The
press release is a summary of the transactions provided for in the Note Purchase
Agreement. It is not intended to be complete and is qualified by reference to
the Note Purchase Agreement, the Guaranty Agreement, and the form of Note, each
of which is filed as an Exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
Exhibit No. Description
----------- -----------
4.1* Note Purchase Agreement dated March 5, 2003 by and
among Tecumseh Products Company and certain Purchasers
listed therein
4.2 Guaranty Agreement dated March 5, 2003 in made by
certain subsidiaries of Tecumseh Products Company in
favor of the Purchasers of the Notes
4.3 Form of Note
99.1 Press Release dated March 6, 2003
* 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.
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: March 7, 2003 By /s/ David W. Kay
---------------------
David W. Kay
Vice President, Treasurer and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Note Purchase Agreement dated March 5, 2003 by and
among Tecumseh Products Company and certain Purchasers
listed therein
4.2 Guaranty Agreement dated March 5, 2003 in made by
certain subsidiaries of Tecumseh Products Company in
favor of the Purchasers of the Notes
4.3 Form of Note
99.1 Press Release dated March 6, 2003