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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): OCTOBER 22, 2007
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 22, 2007, we signed a Definitive Stock Purchase Agreement to sell our
Engine & Power Train business operations to affiliates of Platinum Equity, LLC
for $51 million in cash, subject to customary adjustments at closing. The
operations to be sold encompass Tecumseh's gasoline engine and transmission
manufacturing capabilities for snow throwers, generators, and other lawn and
garden, industrial, and agricultural applications.
At or prior to the closing of the transaction, the parties will enter into
several ancillary agreements in connection with this transaction, including a
transition services agreement and a trademark license and coexistence agreement.
Completion of the transaction is subject to customary closing conditions, and
the Stock Purchase Agreement includes customary rights of the parties to
terminate the agreement.
ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.
We expect to record a loss on the sale of the Engine & Power Train business of
approximately $25 to $28 million upon the closing of the transaction described
in Item 1.01.
ITEM 7.01 REGULATION FD DISCLOSURE.
On October 23, 2007, we issued a press release announcing the agreement
described in Item 1.01. We are furnishing a copy 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 October 23, 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: October 26, 2007 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 October 23, 2007