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): DECEMBER 29, 2004
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.)
100 EAST PATTERSON STREET
TECUMSEH, MICHIGAN 49286
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (517) 423-8411
(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)
[ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 29, 2004, we entered into a consent order with the
Wisconsin Department of Natural Resources and TRC Companies, Inc. relating to
the cleanup of PCB and other contamination at and in certain areas around and
downstream from our New Holstein, Wisconsin facility. At the same time, we
entered into an Exit Strategy Agreement with TRC under which TRC assumed
substantially all of our obligations to remediate preexisting known and unknown
contamination pursuant to the consent order and applicable laws and regulations.
The term of the agreement with TRC is 20 years, and TRC's maximum liability
under it is $40 million. As required by the agreement, we also purchased a
policy from American International Specialty Lines Company, a division of
American International Group, including cost-cap coverage, pollution legal
liability coverage, and a finite portion for various remediation costs and
bodily injury and property damage claims potentially associated with the
contamination and remediation. The policy's aggregate coverage limit is
approximately $41 million, the term is 20 years, and it names TRC and us as
named insureds.
We incurred total costs of approximately $16.4 million in entering into
these arrangements. We will record the difference between these costs and the
amount we previously had accrued for the cleanup as an expense during the fourth
quarter of 2004.
ITEM 7.01 REGULATION FD DISCLOSURE.
January 4, 2005, we issued a press release describing charges we are
taking in the fourth quarter of 2004 relating to the environmental remediation
matters described in Item 1.01 of this report and the bankruptcy of a
substantial customer. We are furnishing a copy of the press release as Exhibit
99.1 to this report.
The information in this Item 7.01 and in Exhibit 99.1 shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, or otherwise subject to the liability of that section, and shall not be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, except as shall be expressly set forth by specific reference in the
filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is furnished with this report:
Exhibit No. Description
99.1 Press release dated January 4, 2005
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: January 4, 2005 By /s/ James S. Nicholson
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James S. Nicholson
Vice President, Treasurer and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release dated January 4, 2005