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): APRIL 16, 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)
[ ] 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 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On April 16, 2007, the Audit Committee of Tecumseh Products Company
approved the dismissal of PricewaterhouseCoopers LLC as our independent
registered public accounting firm, effective immediately. PricewaterhouseCoopers
LLC's reports on our financial statements for the fiscal years ended December
31, 2005 and 2006 contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope, or accounting
principle, except for an explanatory paragraph in the report of
PricewaterhouseCoopers LLP on our financial statements as of and for the year
ended December 31, 2006, which discloses that Tecumseh Products Company has
suffered recurring losses from operations and that management's plans in regard
to this matter are discussed in the footnotes.
During the fiscal years ended December 31, 2006 and 2005 and through April
16, 2007, there were no disagreements with PricewaterhouseCoopers LLC on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of PricewaterhouseCoopers LLC, would have caused
PricewaterhouseCoopers LLC to make reference to the subject matter of the
disagreements in connection with its reports on our financial statements for
those years.
During the fiscal years ended December 31, 2006 and 2005 and through April
16, 2007, there were no "reportable events," as defined in item 304(a)(1)(v) of
Regulation S-K, except for a material weakness related to interim period income
taxes included in our Annual Report on Form 10-K for the year ended December 31,
2006 and a material weakness related to inadequate design of access security
policies and segregation of duties requirements, as well as a lack of
independent monitoring of user access to financial application programs and
data, included in our Annual Report on Form 10-K for the year ended December 31,
2005. As a result of the material weakness related to interim period income
taxes, we restated the interim information (though not the full-year
information) in the financial statements included in our Annual Report on Form
10-K for the year ended December 31, 2005, and we restated the financial
statements included in our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2006 and June 30, 2006. We believe that we have remediated the 2005
material weakness, and with respect to the completeness and accuracy of the
calculation of interim income taxes, we have enhanced our methodologies to
comply with generally accepted accounting principles. We have also instituted
additional review procedures related to these processes that included additional
management review and review by outside tax advisors before we finalized our
income tax provision for the year ended December 31, 2006. While we have
enhanced internal control processes around the calculation of interim income
taxes, management cannot perform an assessment of these controls until 2007 due
to the timing of operation of the controls. Management therefore cannot conclude
at this time that the material weakness has been remediated. Our Audit Committee
has discussed the subject matter of each of these reportable events with
PricewaterhouseCoopers LLC. We have authorized PricewaterhouseCoopers LLC to
respond fully to the inquiries of the successor accountant concerning the
subject matter for each of these reportable events.
We provided PricewaterhouseCoopers LLC with a copy of the disclosures above
and requested that it furnish us with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the above statements
and, if not, stating the respect in which it does not agree. We are filing a
copy of PricewaterhouseCoopers LLC's letter regarding its concurrence with the
statements we are making in this report as Exhibit 16.
(b) On April 16, 2007, our Audit Committee engaged Grant Thornton LLP as
our new independent registered public accounting firm. During the fiscal years
ended December 31, 2006 and 2005 and through April 16, 2007, we did not consult
with Grant Thornton LLP regarding either (1) the application of accounting
principles to any specific completed or proposed transaction, (2) the type of
audit opinion that might be rendered on our financial statements, or (3) any
matters or reportable events as set forth in Item 304(a)(1)(iv) or (v) of
Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed with this report:
Exhibit No. Description
- ----------- -----------
16 Letter from PricewaterhouseCoopers LLC dated as of April 19, 2007
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: April 19, 2007 By /s/ Charles R. Greene
-------------------------------------
Charles R. Greene
Corporate Controller
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
16 Letter from PricewaterhouseCoopers LLC dated as of April 19, 2007