================================================================================
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): JANUARY 1, 2006
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.
Employment Letter to Mr. Stolzenberg
On November 16, 2005, we hired Mr. Eric L. Stolzenberg as president of
our compressor business unit, and effective as of January 1, 2006, Mr.
Stolzenberg became an executive officer. Under his employment letter, Mr.
Stolzenberg will receive an annual salary of $280,000 and various benefits,
including a relocation allowance of up to $100,000 to cover moving expenses not
covered by our customary moving allowance. The letter also provides that we will
enter into a change in control agreement with Mr. Stolzenberg when he relocates
to Tecumseh, Michigan or three years after his date of hire, whichever comes
first. For more detailed information about the terms of Mr. Stolzenberg's
employment, please see the copy of his employment letter filed as an exhibit to
this report. Mr. Stolzenberg is an employee at will.
2006 Salaries
Effective as of January 1, 2006, our Governance, Compensation, and
Nominating Committee established the 2006 salaries for our other executive
officer employees. A list of their names and 2006 salaries is filed as an
exhibit to this report. All of them are employees at will.
ITEM 7.01 REGULATION FD DISCLOSURE.
On January 6, 2006, we issued a press release describing the shutdown
of the engine manufacturing operations of our subsidiary, Tecumseh Europa S.p.A.
located in Torino, Italy. 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 exhibits are filed or furnished with this report:
Exhibit No. Description
----------- -----------
10.1 Employment letter to Eric L. Stolzenberg
10.2 2006 executive officer salaries
99.1 Press Release dated January 6, 2006
-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: January 6, 2006 By /s/ JAMES S. NICHOLSON
------------------------------------
James S. Nicholson
Vice President, Treasurer and Chief
Financial Officer
-2-
EXHIBIT INDEX
Exhibit No. Description
---------- -----------
10.1 Employment letter to Eric L. Stolzenberg
10.2 2006 executive officer salaries
99.1 Press Release dated January 6, 2006
-3-