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 9, 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.
Effective as of January 9, 2006, we entered into change in control
agreements with some of our executives. A list of the executive officer with
whom we have entered into change in control agreements is filed as an exhibit to
this report.
All of the agreements are substantially identical. Among other things, each
provides that if we terminate the executive's employment, except for cause,
within six months before or one year after a "change in control" (as defined),
or if the executive resigns within one year after a change in control following
any of specified adverse changes in the terms of his employment, he will be
entitled to benefits that include:
- a cash payment equal to one year's salary plus the average of his last
three years' bonus;
- one year of medical insurance coverage and, if this coverage is
taxable to the employee, a cash payment equal to the employee's
corresponding federal income tax obligation;
- reimbursement for outplacement services up to $50,000; and
- credit for one additional year of service under our defined benefit
pension plan or, if the credit is not permitted under the terms of the
plan, a cash payment in an amount actuarially equivalent to the
credit.
Each agreement also provides that the executive's outstanding phantom share
awards under our management incentive plan will become vested and payable
following a change in control in accordance with the change in control terms of
that plan notwithstanding the somewhat different definition of "change in
control" in the new change in control agreements.
Each agreement has a three-year term and will renew automatically for
successive three-year terms unless we give the executive notice of non-renewal
at least one year before the then scheduled expiration date.
For more detailed information about the terms of the agreements, please see
the agreement form filed as an exhibit to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed with this report:
Exhibit No. Description
----------- -----------
10.1 Form of Tecumseh Products Company Change in Control Agreement
10.2 List of executive officers with Change in Control Agreements
-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 9, 2006 By /s/ JAMES S. NICHOLSON
-------------------------------------
James S. Nicholson
Vice President, Treasurer and Chief
Financial Officer
-2-
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10.1 Form of Tecumseh Products Company Change in Control Agreement
10.2 List of executive officers with Change in Control Agreement
-3-