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): FEBRUARY 28, 2007
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)
[X] 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 5.03 AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
On February 28, 2007, the board of directors amended our bylaws to clarify
that special meetings of shareholders may only be called on the written request
of a majority of directors or a majority of shareholders entitled to vote.
ITEM 8.01 OTHER EVENTS.
On March 1, 2007, we issued a press release about various matters relating
to our upcoming annual meeting of shareholders. We are filing a copy of the
press release as an exhibit to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed with this report:
Exhibit No. Description
- ----------- -----------
3.1 Amended and Restated Bylaws of Tecumseh Products Company as
amended through February 28, 2007
99.1 Press Release dated March 1, 2007
IMPORTANT INFORMATION ABOUT PROXY SOLICITATION
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with our 2007 annual meeting of shareholders, we will file a
proxy statement with the Securities and Exchange Commission. We urge
shareholders to carefully read the proxy statement and any other relevant
documents we file with the SEC when they become available because they will
contain important information. Shareholders will be able to obtain the proxy
statement and all other relevant documents we file with the SEC free of charge
at the SEC's Web site www.sec.gov or from Tecumseh Products Company at 100 East
Patterson Street, Tecumseh, Michigan 49286, Attn. General Counsel and Secretary,
telephone (517) 423-8527.
PARTICIPANTS IN THE SOLICITATION
Our directors, executive officers, and other members of management and
employees may be deemed to be participants in the solicitation of proxies from
our shareholders in connection with our 2007 annual meeting of shareholders.
Information about our directors and executive officers, and their ownership of
Tecumseh Products Company securities is set forth in the proxy statement for our
2006 annual meeting of shareholders, which was filed with the SEC on March 23,
2006, and in our Annual Report on Form 10-K for the year ended December 31,
2005, which was filed with the SEC on March 15, 2006. Additional information
about the interests of those persons may be obtained by reading the proxy
statement for this year's annual meeting of shareholders and our Annual Report
on Form 10-K for the year ended December 31, 2006 when they become available.
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: March 1, 2007 By /s/ James S. Nicholson
-------------------------------------
James S. Nicholson
Vice President, Treasurer and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1 Amended and Restated Bylaws of Tecumseh Products Company as
amended through February 28, 2007
99.1 Press Release dated March 1, 2007