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): NOVEMBER 29, 2006
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 4.02(a) NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On November 29, 2006, our management and Audit Committee determined
that the interim financial statements for the quarters ended March 31, 2006 and
2005, June 30, 2006 and 2005 and September 30, 2005 should no longer be relied
on because of errors related to accounting for interim period income taxes.
While these errors also impacted the reported financial results for the quarter
ended December 31, 2005, they had no impact on the full year income tax
provision as reported in our financial statements for the year ended December
31, 2005.
The restated interim financial statements for the three months ended
March 31, 2006 and 2005, and the three and six month periods ended June 30, 2006
and 2005 will be filed as soon as practical on Forms 10-Q/A. The restated
financial statements for the three and nine months ended September 30, 2005 will
be included in our Quarterly Report on Form 10-Q for the quarter ended September
30, 2006.
Management is currently assessing the impact this matter will have on
its previously issued report on internal control over financial reporting as of
December 31, 2005; however, management expects to conclude that this matter
constituted a material weakness as of December 31, 2005. Accordingly, we will
amend the Management's Report on Internal Control Over Financial Reporting, as
set forth on pages 74 through 76 of our 2005 Annual Report on Form 10-K to
report an additional material weakness.
We will file a Form 10-K/A to amend our Annual Report on Form 10-K for
the year ended December 31, 2005 to update the Management's Report on Internal
Control Over Financial Reporting and to correct the unaudited quarterly
financial data for 2005 and 2004 included in Note 17 to our financial statements
pursuant to Item 302 of Regulation S-K. We expect to file all of the amendments
and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006
concurrently.
The Audit Committee of our Board of Directors has discussed the matters
disclosed in this report with our independent registered public accounting firm,
PricewaterhouseCoopers LLP.
ITEM 7.01 REGULATION FD DISCLOSURE.
On December 5, 2006, we issued a press release about the matters
disclosed above. We are furnishing a copy of the release as an exhibit to this
report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is furnished with this report:
Exhibit No. Description
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99.1 Press release issued December 5, 2006
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: December 5, 2006 By /s/ James S. Nicholson
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James S. Nicholson
Vice President, Treasurer and Chief
Financial Officer
NOTE: The information in Item 7.01 of this report and the related
exhibit is not to be deemed "filed" for purposes of Section 18 of the Exchange
Act or otherwise subject to the liabilities of that section unless the
registrant specifically incorporates it by reference into a filing under the
Securities Act or the Exchange Act.
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release issued December 5, 2006