================================================================================
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
MARCH 11, 2008
Date of Report (date of earliest event reported)
TECUMSEH PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
MICHIGAN 0-452 38-1093240
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation
or organization)
100 EAST PATTERSON STREET
TECUMSEH, MICHIGAN 49286
(Address of principal executive offices)
(517) 423-8411
(Registrant's telephone number, including area code)
(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:
[ ] Written communication 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 7.01 REGULATION FD DISCLOSURE
On March 11, 2008, Tecumseh Products Company (the "Company") issued a press
release announcing that its Board of Directors (the "Board") had received a
letter, dated March 10, 2008, from the Herrick Foundation (the "Foundation"), a
shareholder of the Company, in which the Foundation requested, among other
things, that the Board form a committee to explore the possible sale of the
Company and take various actions to change the Company's corporate governance
posture, including seeking shareholder approval at Tecumseh's 2008 annual
shareholders meeting to eliminate provisions contained in the Company's amended
certificate of incorporation that protect Class A shareholders. The press
release also announced that on March 11, 2008, Edwin L. Buker, Chief Executive
Officer and President of Tecumseh, sent a letter to the Foundation stating that
the requests contained in the Foundation's March 10 letter will be taken
seriously by the Board and that the Board will consider them in due course in
light of its fiduciary duties. In Mr. Buker's March 11 letter, he further
advised the Foundation that neither the Foundation nor any of its
representatives or affiliates has been authorized by the Company to pursue a
sale of, or any other transaction involving, the Company.
A copy of the press release is furnished as exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference. A copy of the letter
from Mr. Buker to the Foundation is furnished as exhibit 99.2 to this Current
Report on Form 8-K and is also incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are furnished with this report:
EXHIBIT
NUMBER DESCRIPTION
- ------------- ----------------------------------------------------------
99.1 Press Release dated March 11, 2008
99.2 Letter from Tecumseh Products Company to the Herrick
Foundation dated March 11, 2008
SIGNATURE
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.
Dated: March 17, 2008
TECUMSEH PRODUCTS COMPANY
By: /s/ James S. Nicholson
------------------------------------------------
Name: James S. Nicholson
Title: Vice President, Treasurer and Chief
Financial Officer
NOTE: The information in Item 7.01 of this report and the related exhibits
(Exhibits 99.1 and 99.2) 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.