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): NOVEMBER 14, 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Our press release dated November 14, 2007 regarding our third quarter 2007
consolidated results is furnished as Exhibit 99.1 to this report.
We hosted our third quarter 2007 earnings conference call and webcast on
Thursday, November 15, 2007 at 11:00 a.m. Eastern Time. Via the webcast, we
presented our Third Quarter 2007 Investor Presentation, which contained a
summary of our financial results for the quarter. We are furnishing a copy of
the Third Quarter 2007 Investor Presentation as Exhibit 99.2 to this report. The
Investor Presentation will be posted on our website, www.tecumseh.com, through
at least December 30, 2007. Exhibit 99.2 is incorporated by reference under this
Item 2.02.
ITEM 7.01 REGULATION FD DISCLOSURE.
During the course of our third quarter earnings conference call, our Chief
Financial Officer discussed the Company's 2007 estimate of earnings before
interest, taxes, depreciation, amortization, and restructuring costs for its
remaining businesses, after consideration for the divestitures of its Electrical
Components and Engine & Power Train business segments. During the call, that
measurement was estimated at approximately $35 million for 2007. This estimate
was inaccurate and should not be relied upon.
Note 6 in our Form 10-Q for the quarterly period ended September 30, 2007
provides information on our operating income (loss) by segment. Operating income
(loss) for the first nine months of the current year for Compressor Products
($28.4 million income), Other ($2.4 million income), and Corporate expenses
($21.9 million loss), represents the businesses remaining after the divestiture
of the segments referenced above. Depreciation expense related to the remaining
portions of the business totaled $31.8 million through the nine months ended
September 30, 2007. Also included in these operating income (loss) figures were
professional fees of approximately $16 million associated with the amendments to
our First and Second Lien credit agreements, legal proceedings relating to
governance issues, and the divestitures of portions of the business.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are furnished with this report:
Exhibit No. Description
- ----------- -----------
99.1 Press release dated November 14, 2007
99.2 Third Quarter 2007 Investor Presentation
2
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: November 20, 2007 By /s/ James S. Nicholson
-------------------------------------
James S. Nicholson
Vice President, Treasurer and Chief
Financial Officer
NOTE: The information in Items 2.02 and 7.01 and in Exhibits 99.1 and 99.2
shall not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, or otherwise subject to the liability of that section, and
shall not be incorporated by reference into any registration statement or other
document filed under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, except as shall be expressly set forth by specific
reference in the filing. The inclusion of any information in Item 2.02 or 7.01
is not an admission as to the materiality of the information.
3
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press release dated November 14, 2007
99.2 Third Quarter 2007 Investor Presentation