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 20, 2005
TECUMSEH PRODUCTS COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MICHIGAN 0-452 38-1093240
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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
(NOT APPLICABLE)
- --------------------------------------------------------------------------------
(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 July 20, 2005, Tecumseh Products Company (the "Company") entered into a
letter agreement with AP Services, LLC pursuant to which certain APServices
personnel will provide interim management services for the Company's Engine and
Power Train Group (the "Engine Group"). On July 20, 2005, the Company also
entered into a letter agreement with AlixPartners, LLC, an affiliate of APS
Services, pursuant to which AlixPartners will provide financial and operational
consulting services to the Company to improve the operating performance of the
Engine Group.
Under the AP Services agreement, the Company has paid to AP Services a
retainer of $250,000, and has agreed to pay certain daily rates and expenses for
AP Services' employees who provide interim management services to the Company.
Under the AlixPartners agreement, the Company has paid to AlixPartners a
fixed engagement fee of $850,000 for work to be performed under the AlixPartners
agreement and certain consulting services previously performed. In addition to
the fixed engagement fee, the Company has agreed to pay certain success fees to
AlixPartners based upon the achievement of specified measurable increases the
cash flows and operating earnings of the Engine Group during a two-year
measurement period beginning February 1, 2006. Under certain circumstances, the
Company would be required to make certain payments to AlixPartners in the event
the agreement is terminated.
The foregoing is a summary description of certain terms of the agreements
and is qualified entirely by the text of the agreements, a copy of each of which
is attached to this Current Report on Form 8-K as Exhibit 10.1 and 10.2,
respectively, and incorporated herein by reference.
Albert A. Koch, a member of the Company's Board of Directors, is a
Managing Director of AlixPartners, LLC, but he will not be involved in any of
the services performed by AlixPartners or AP Services for the Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed with this report:
Exhibit No. Description
- ----------- -----------------------------------------------------------
10.1 Letter Agreement with AlixPartners, LLC dated July 20, 2005
10.2 Letter Agreement with AP Services, LLC dated July 20, 2005
99.1 Press release dated July 20, 2005
-1-
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 20, 2005 By /s/ JAMES S. NICHOLSON
------------------------------------------
James S. Nicholson
Vice President, Treasurer and Chief
Financial Officer
-2-
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------------------------------------------------------
10.1 Letter Agreement with AlixPartners, LLC dated July 20, 2005
10.2 Letter Agreement with AP Services, LLC dated July 20, 2005
99.1 Press release dated July 20, 2005
-3-