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): JULY 7, 2005
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 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
Over the last several weeks, the Company has discussed with the lenders
under the 2003 Note Purchase Agreement under which the Company issued
$300,000,000 of its 4.66% Senior Guaranteed Notes Due March 5, 2011 the need to
develop more flexible financing arrangements with less restrictive covenants.
The lenders were asked to agree to a modification of the debt coverage ratio
(the ratio of total debt to operating cash flow) covenant because management did
not believe the Company would be in compliance with the covenant as of June 30,
2005. Since these discussions could not be completed by that date, the Company
asked the Noteholders for a waiver of compliance with the covenant until August
8, 2005. As a condition of granting the waiver, the Noteholders asked for and
the Company agreed to amendments to the Note Purchase Agreement that, among
other things:
- restrict or limit the disposing of assets, acquiring other
businesses, or engaging in receivables financing through a special
purpose vehicle while the waiver is in effect; and
- prohibit the payment of dividends on the Company's common stock
until August 8, 2005, and thereafter, if an agreement has not been
reached with the Noteholders on an amendment or further waiver of
the debt coverage covenant.
As a condition to the Noteholders' signing the amendment and waiver
agreement, the Company paid a total of $300,000 as a retainer to their special
counsel and the fees of their financial advisor.
The information above is only a summary of some of the terms of the
amendment and waiver agreement. For the definitive terms, please see the copy
filed as an exhibit to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed with this report:
Exhibit No. Description
4.1 Amendment and Waiver No. 1 to Note Purchase Agreement dated
as of June 30, 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: July 12, 2005 By /s/ JAMES S. NICHOLSON
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James S. Nicholson
Vice President, Treasurer and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
4.1 Amendment and Waiver No. 1 to Note Purchase Agreement dated as of
June 30, 2005
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