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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[ ] Definitive Proxy Statement.
[X] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14a-12
Tecumseh Products Company
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
TECUMSEH PRODUCTS COMPANY
SUPPLEMENT
DATED APRIL 24, 2003 TO
PROXY STATEMENT DATED MARCH 21, 2003
RELATING TO 2003 ANNUAL MEETING OF SHAREHOLDERS
To our shareholders:
The Board of Directors of Tecumseh Products Company is sending you this
supplement to provide you with information about some events that occurred after
we mailed our proxy statement dated March 21, 2003.
DECISION TO CHANGE ACCOUNTANTS
On April 11, 2003, our audit committee determined to dismiss Ciulla, Smith
& Dale, LLP as our independent accountants to audit our books for the current
year. Ciulla, Smith & Dale, LLP will continue in their role as our independent
accountants through the completion of their normal quarterly review of our first
quarter 2003 financial statements which is expected to be completed on or before
May 15, 2003.
The audit reports issued by Ciulla, Smith & Dale, LLP on our consolidated
financial statements as of and for each of the two years ended December 31, 2001
and 2002 did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles.
For the years ended December 31, 2001 and 2002, and through the current
date, there were no disagreements with Ciulla, Smith & Dale, LLP on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Ciulla, Smith & Dale, LLP would have caused Ciulla, Smith &
Dale, LLP to make reference to the subject matter of the disagreement in
connection with its reports. During the same periods, there have been no
"reportable events" as such term is defined in Item 304(a)(1)(v) of the
Securities and Exchange Commission's Regulation S-K.
The decision to change our independent accountants was approved by our
audit committee.
We have provided a copy of the above disclosure to Ciulla, Smith & Dale,
LLP and have received a letter from them addressed to the SEC, dated April 22,
2003, stating their agreement with the above statements. A copy of their letter
is attached to the amended report on Form 8-K/A that we filed with the SEC on
April 22, 2003 to report the change in our independent accounts.
ENGAGEMENT OF NEW ACCOUNTANTS
On April 11, 2003, our audit committee approved engaging
PricewaterhouseCoopers LLP to serve as our independent accountants for fiscal
year 2003.
During the two years ended December 31, 2001 and 2002, and during the
subsequent interim period prior to our engaging them, we did not consult with
PricewaterhouseCoopers LLP on the application of accounting principles to a
specific transaction, the type of opinion that may be rendered on our
consolidated financial statements, or any other matters listed in Item 304(a)(2)
of Regulation S-K.
Foreign offices of PricewaterhouseCoopers LLP served as auditors of some of
our foreign subsidiaries for the year ended December 31, 2002.
ANNUAL MEETING OF SHAREHOLDERS
Representatives of both PricewaterhouseCoopers LLP and Ciulla, Smith &
Dale, LLP will be present at the annual meeting and available to respond to
appropriate questions from shareholders. Each of them will have an opportunity
to make a statement if he so desires.