Business NewsLegal Notices

Tecumseh Products Company Announces Special Meeting of Shareholders

2008-08-13 08:00:00

    ANN ARBOR, Mich., Aug. 13 /EMWNews/ -- Tecumseh Products

Company (Nasdaq: TECUA; TECUB), a leading global manufacturer of

compressors and related products, today announced that it will hold a

special meeting of shareholders on Friday, November 21, 2008. The Company

expects to issue a notice of the special meeting, which will include, among

other things, the location of the meeting and the matters to be brought

before the special meeting. The record date for the meeting will be October

17, 2008.



    The agenda for the meeting will include a proposal by the Herrick

Foundation, a large holder of the Company's voting shares, seeking the

removal of Dr. Peter Banks and Mr. David Risley from the Company's board of

directors and, to the extent that removal is approved, the election of

replacements for them. This proposal is being included in the agenda for

the meeting in accordance with an agreement between the Company and the

Herrick Foundation and incorporated into an order of the Circuit Court for

the County of Lenawee, Michigan in connection with a lawsuit commenced in

that Court by the Herrick Foundation in June, 2008.



    Dr. Banks and Mr. Risley were re-elected to the Company's board of

directors at the Company's most recent Annual Meeting of Shareholders which

was held on April 30 of this year. At that meeting, over 95% of the votes

cast were voted in favor of each of Dr. Banks and Mr. Risley, including the

votes submitted by the Herrick Foundation. In its filings in its lawsuit,

the Herrick Foundation pointed to no actions taken or developments

supporting the removal of Dr. Banks and Mr. Risley as Company directors

subsequent to the Company's 2008 Annual Meeting.



    "Dr. Banks and Mr. Risley have made substantial contributions to the

Company and its board of directors. The Company is completely opposed to

their removal from the board," said Ed Buker, Chairman, President and CEO

of Tecumseh Products. "We see this special meeting as offering shareholders

a clear choice between continuing to move forward with the Company's

intensive efforts to increase shareholder value or turning back to the

past. Shareholders will have an opportunity to choose between the plans and

actions for improvement that have been laid out by the Company's new

management team, or to follow the direction of the past family management

under which the Company underperformed, experienced heavy losses, made

non-accretive acquisitions and greatly diminished shareholder value."



    The Herrick Foundation's president, Todd Herrick, was formerly Chairman

and CEO of Tecumseh. In early 2007, after reporting significant losses for

two years and under pressure from a significant debt load, the Board of

Tecumseh took the extraordinary action, after careful consideration and to

fulfill its fiduciary duties, of removing Mr. Herrick as CEO and installed

new leadership, including three new independent directors, a new Chairman

and CEO and a new senior management team. Since that time, Mr. Herrick,

through the Foundation, has instituted two legal actions against the

Company.



    In addition to the changes in the board's composition and a

strengthened management team, the Company's efforts have included

strategies for improving profitability, reducing costs, eliminating debt,

and focusing on higher-margin products that leverage the Company's core

competencies. Notably, these efforts have moved Tecumseh toward its

objective of becoming a global company with best-in-class operations,

processes and governance structure. Over the same period of time, the

Company's stock price has increased by more than 60%.



    Under the agreement between the Company and the Herrick Foundation

entered as an order by the court, before October 22, 2008 the Herrick

Foundation must provide the Company with the information required by SEC

rules about the Herrick Foundation's nominees to replace Dr. Banks and Mr.

Risley if they are removed. Under the Company's advance notice bylaw, any

other shareholder who wishes to nominate a candidate must give the Company

written notice, containing all the information specified in the bylaws, by

the close of business on August 23, 2008 (the tenth day after this press

release).



    The Company currently expects that additional matters will be on the

agenda for the special meeting of shareholders.



    Tecumseh Products Company plans to solicit proxies for the special

meeting. Before soliciting proxies, the Company will provide shareholders

with a proxy statement, which it will also file with the SEC. The Company

advises shareholders to read the proxy statement when it is available

because it will contain important information. Shareholders may obtain free

copies of the proxy statement (when it is available) and other documents

the Company files with the SEC at the SEC's website at http://www.sec.gov. They

may also access a copy of the Company's proxy statement when it is

available by accessing http://www.tecumseh.com. In addition, shareholders may

obtain a free copy of the proxy statement when it is available by

contacting Georgeson Inc. toll free at (866) 203-1198 (banks and brokers

call (212) 440-9800).



    The Company, its directors, and some of its executive officers may be

deemed to be participants in the solicitation of proxies in respect of the

matters to be considered at the special meeting. Information about the

Company's directors and executive officers is set forth in the proxy

statement for its 2008 annual meeting of shareholders, as filed with the

SEC on April 2, 2008. Information about the participants' direct or

indirect interests in the matters to be considered at the special meeting

will also be contained in the proxy statement referred to above.



    This press release does not constitute an offer of any securities for

sale.



    About Tecumseh Products Company



    Tecumseh Products Company is a full-line independent global

manufacturer of hermetically sealed compressors for residential and

commercial refrigerators, freezers, water coolers, dehumidifiers, window

air conditioning units and residential and commercial central system air

conditioners and heat pumps.



    Press releases and other investor information can be accessed via the

Investor Relations section of Tecumseh Products Company's Internet web site

at http://www.tecumseh.com.



    Cautionary Statements Relating to Forward-Looking Statements



    This release contains forward-looking statements within the meaning of

the Private Securities Litigation Reform Act of 1995 that are subject to

the safe harbor provisions created by that Act. In addition,

forward-looking statements may be made orally in the future by or on behalf

of the Company. Forward-looking statements can be identified by the use of

terms such as "expects," "should," "may," "believes," "anticipates,"

"will," and other future tense and forward-looking terminology.



    Readers are cautioned that actual results may differ materially from

those projected as a result of certain risks and uncertainties, including,

but not limited to, i) the Company's ability to maintain adequate liquidity

in total and within each foreign operation; ii) the success of the

Company's ongoing effort to bring costs in line with projected production

levels and product mix; iii) weather conditions affecting demand for

replacement products; iv) availability and cost of materials, particularly

commodities, including steel, copper and aluminum, whose cost can be

subject to significant variation; v) financial market changes, including

fluctuations in interest rates and foreign currency exchange rates; vi)

actions of competitors; vii) changes in business conditions and the economy

in general in both foreign and domestic markets; viii) the effect of

terrorist activity and armed conflict; ix) economic trend factors such as

housing starts; x) emerging governmental regulations; xi) the ultimate cost

of resolving environmental and legal matters; xii) the Company's ability to

profitably develop, manufacture and sell both new and existing products;

xiii) the extent of any business disruption that may result from the

restructuring and realignment of manufacturing operations or system

implementations, the ultimate cost of those initiatives and the amount of

savings actually realized; xiv) the extent of any business disruption

caused by work stoppages initiated by organized labor unions; xv) potential

political and economic adversities that could adversely affect anticipated

sales and production in Brazil; xvi) potential political and economic

adversities that could adversely affect anticipated sales and production in

India, including potential military conflict with neighboring countries;

xvii) increased or unexpected warranty claims; and xviii) the ongoing

financial health of major customers. These forward-looking statements are

made only as of the date of this release, and the Company undertakes no

obligation to update or revise the forward-looking statements, whether as a

result of new information, future events or otherwise.





Major Newsire & Press Release Distribution with Basic Starting at only $19 and Complete OTCBB / Financial Distribution only $89

Get Unlimited Organic Website Traffic to your Website 
TheNFG.com now offers Organic Lead Generation & Traffic Solutions





























Jordan Taylor

Jordan Taylor is Sr. Editor & writer from San Diego, CA. With over 20 years and 2650+ articles edited rest assured your Press Release will see traction.

Related Articles

Back to top button