Tecumseh Products Co 8-k (events Or Changes Between Quarterly Reports) 2009-02-23
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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): February 23, 2009
TECUMSEH PRODUCTS COMPANY (Exact name of registrant as specified in its charter) Michigan (State or other jurisdiction of incorporation)
0-452 (Commission File Number)
1136 Oak Valley Drive Ann Arbor, Michigan (Address of principal executive offices)
38-1093240 (IRS Employer Identification No.)
48108 (Zip Code)
Registrant’s telephone number, including area code: (734) 585-9500 (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): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events. On February 23, 2009, Ed Buker, our Chairman, President and CEO, issued a memorandum to our employees discussing the ongoing investigations into possible anti-competitive practices in the compressor industry and our commitment to ethical business practices. A copy of the memorandum is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. The following exhibit is filed with this report: Exhibit No.
99.1
Description
Memorandum to employees dated February 23, 2009
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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: February 23, 2009
By /s/ James S. Nicholson James S. Nicholson Vice President, Treasurer and Chief Financial Officer
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EXHIBIT INDEX Exhibit No.
Description
99.1
Memorandum to employees dated February 23, 2009 2 Exhibit 99.1 (TECUMSEH LOGO)
1136 Oak Valley Drive Ann Arbor, Michigan 48108 www.tecumseh.com
MEMORANDUM Date: February 23, 2009 To: Tecumseh Employees From: Ed Buker, Chairman, President and CEO RE: Our Policies on Ethical Business Practices As many of you learned from your managers last week, Tecumseh Products Company is one of several companies involved in investigations into possible anti-competitive practices in the compressor industry in the U.S., Brazil and Europe. I’d like to share more information about this matter and also remind everyone of the importance of ethical conduct and legal compliance at Tecumseh. In mid-2008 we were made aware of certain activities that appeared to have occurred in prior years that did not appear to conform to our policies and standards of ethical conduct. Upon discovering these acts, the Company commenced an internal investigation led by independent outside counsel and directed by the Audit Committee of the Board of Directors. We also promptly brought the matter to the attention of authorities, and we have been cooperating with them in further information gathering. As a result of this action, we entered into amnesty agreements in the U.S., Brazilian and EU jurisdictions. These agreements, which are conditioned on factors that include our continued cooperation with authorities, should protect the company from governmental fines and penalties that could result if the reported conduct is found to violate applicable law in such jurisdictions. The steps we took reflected our commitment to acting in accordance with Tecumseh’s policies and standards of ethical business practices. In the weeks and months ahead, your managers will be discussing and reinforcing these standards, and reiterating the steps we all must take to continue to comply with appropriate legal and ethical standards. Please understand that, while these investigations are ongoing, we will be limited in the information we can share with you. But I’d like to emphasize a few key points: •
We do not expect this matter to affect in any material respect our ongoing operations or ability to compete in the markets we serve. We remain strongly focused on serving our customers.
•
The Company and your management team take very seriously our policies and practices for legal compliance and ethical standards. You will be hearing more about this in the coming months through additional information and training.
•
As always, any concerns you may have regarding a compliance matter should be reported immediately to your supervisor, or you may contact the Tecumseh Integrity Help Line at 1-800-381-2116.
I’d like to thank each of you for your ongoing commitment to Tecumseh’s growth and global market leadership in every aspect of our business.
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): February 23, 2009
TECUMSEH PRODUCTS COMPANY (Exact name of registrant as specified in its charter) Michigan (State or other jurisdiction of incorporation)
0-452 (Commission File Number)
1136 Oak Valley Drive Ann Arbor, Michigan (Address of principal executive offices)
38-1093240 (IRS Employer Identification No.)
48108 (Zip Code)
Registrant’s telephone number, including area code: (734) 585-9500 (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): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events. On February 23, 2009, Ed Buker, our Chairman, President and CEO, issued a memorandum to our employees discussing the ongoing investigations into possible anti-competitive practices in the compressor industry and our commitment to ethical business practices. A copy of the memorandum is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. The following exhibit is filed with this report: Exhibit No.
99.1
Description
Memorandum to employees dated February 23, 2009
Processed and formatted by SEC Watch - Visit SECWatch.com
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: February 23, 2009
By /s/ James S. Nicholson James S. Nicholson Vice President, Treasurer and Chief Financial Officer
Processed and formatted by SEC Watch - Visit SECWatch.com
EXHIBIT INDEX Exhibit No.
Description
99.1
Memorandum to employees dated February 23, 2009 2 Exhibit 99.1 (TECUMSEH LOGO)
1136 Oak Valley Drive Ann Arbor, Michigan 48108 www.tecumseh.com
MEMORANDUM Date: February 23, 2009 To: Tecumseh Employees From: Ed Buker, Chairman, President and CEO RE: Our Policies on Ethical Business Practices As many of you learned from your managers last week, Tecumseh Products Company is one of several companies involved in investigations into possible anti-competitive practices in the compressor industry in the U.S., Brazil and Europe. I’d like to share more information about this matter and also remind everyone of the importance of ethical conduct and legal compliance at Tecumseh. In mid-2008 we were made aware of certain activities that appeared to have occurred in prior years that did not appear to conform to our policies and standards of ethical conduct. Upon discovering these acts, the Company commenced an internal investigation led by independent outside counsel and directed by the Audit Committee of the Board of Directors. We also promptly brought the matter to the attention of authorities, and we have been cooperating with them in further information gathering. As a result of this action, we entered into amnesty agreements in the U.S., Brazilian and EU jurisdictions. These agreements, which are conditioned on factors that include our continued cooperation with authorities, should protect the company from governmental fines and penalties that could result if the reported conduct is found to violate applicable law in such jurisdictions. The steps we took reflected our commitment to acting in accordance with Tecumseh’s policies and standards of ethical business practices. In the weeks and months ahead, your managers will be discussing and reinforcing these standards, and reiterating the steps we all must take to continue to comply with appropriate legal and ethical standards. Please understand that, while these investigations are ongoing, we will be limited in the information we can share with you. But I’d like to emphasize a few key points: •
We do not expect this matter to affect in any material respect our ongoing operations or ability to compete in the markets we serve. We remain strongly focused on serving our customers.
•
The Company and your management team take very seriously our policies and practices for legal compliance and ethical standards. You will be hearing more about this in the coming months through additional information and training.
•
As always, any concerns you may have regarding a compliance matter should be reported immediately to your supervisor, or you may contact the Tecumseh Integrity Help Line at 1-800-381-2116.
I’d like to thank each of you for your ongoing commitment to Tecumseh’s growth and global market leadership in every aspect of our business.
