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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): DECEMBER 20, 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))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Our press release dated December 19, 2006 regarding our third quarter 2006
consolidated results is furnished as Exhibit 99.1 to this report.
We hosted our third quarter 2006 earnings conference call and webcast on
Friday, December 22, 2006 at 11:00 a.m. Eastern Time. Via the webcast, we
presented our Third Quarter 2006 Investor Presentation, which contains a summary
of our financial results for the quarter. We are furnishing a copy of the Third
Quarter 2006 Investor Presentation as Exhibit 99.2 to this report. The Investor
Presentation will be posted on our website, www.tecumseh.com, through at least
January 31, 2007. Exhibit 99.2 is incorporated by reference under this Item
2.02.
The information in this Item 2.02 and in Exhibits 99.1 and 99.2 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. The inclusion of any information in this Item 2.02 is
not an admission as to the materiality of the information.
ITEM 5.03 AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
On December 20, 2006, the board of directors amended our bylaws to
separate the offices of Chairman of the Board of Directors and Chief Executive
Officer, to create the office of Chief Operating Officer, and to make other
conforming changes.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed or furnished with this report:
Exhibit No. Description
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3.1 Amended and Restated Bylaws of Tecumseh Products Company as
amended through December 20, 2006
99.1 Press Release dated December 19, 2006
99.2 Third Quarter 2006 Investor Presentation
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 22, 2006 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
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3.1 Amended and Restated Bylaws of Tecumseh Products Company as amended through December 20, 2006
99.1 Press Release dated December 19, 2006
99.2 Third Quarter 2006 Investor Presentation
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