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): MARCH 20, 2008
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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 20, 2008, we entered into a $50 million First Lien Credit
agreement with JPMorgan Chase Bank, N.A. as administrative agent and J.P. Morgan
Securities Inc. as sole lead arranger. The agreement provides us with a $50
million revolving line of credit expiring on March 20, 2013 with availability
calculated under a formula based on our receivables, inventory, equipment and
real property. Borrowings under this agreement bear interest at LIBOR plus a
margin based on borrowing availability.
The loan is secured by liens on substantially all of our North American
assets. The agreement contains certain covenants, including a minimum fixed
charge ratio, which would apply only if liquidity, as defined by the loan
agreement, were to fall below a specified level.
We paid the lender fees totaling $425,000 in connection with the agreement.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
Also on March 20 2008, we terminated our previous First Lien Credit
Agreement dated as of February 6, 2006, which was among Tecumseh Products
Company, certain lenders named therein, and Citicorp USA, Inc. as administrative
agent and collateral agent. There was no indebtedness outstanding against the
credit agreement.
ITEM 3.03 MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS.
The new credit agreement restricts the payment of dividends on our common
stock unless certain criteria are met. The criteria include defined levels of
liquidity or availability and compliance with fixed charge ratio requirements.
If those criteria are met, there are no restrictions on our ability to pay
dividends.
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 26, 2008 By /s/ James S. Nicholson
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James S. Nicholson
Vice President, Treasurer and Chief
Financial Officer