0001162893-14-000001.txt : 20140331
0001162893-14-000001.hdr.sgml : 20140331
20140331114548
ACCESSION NUMBER: 0001162893-14-000001
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20140331
DATE AS OF CHANGE: 20140331
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: TECUMSEH PRODUCTS CO
CENTRAL INDEX KEY: 0000096831
STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585]
IRS NUMBER: 381093240
STATE OF INCORPORATION: MI
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-30158
FILM NUMBER: 14728553
BUSINESS ADDRESS:
STREET 1: 5683 HINES DRIVE
CITY: ANN ARBOR
STATE: MI
ZIP: 48108
BUSINESS PHONE: 7345859500
MAIL ADDRESS:
STREET 1: 5683 HINES DRIVE
CITY: ANN ARBOR
STATE: MI
ZIP: 48108
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: STABOSZ TIMOTHY J
CENTRAL INDEX KEY: 0001162893
FILING VALUES:
FORM TYPE: SC 13D
MAIL ADDRESS:
STREET 1: 1307 MONROE STREET
CITY: LA PORTE
STATE: IN
ZIP: 46350
SC 13D
1
tecub13d.txt
SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TECUMSEH PRODUCTS COMPANY
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(Name of issuer)
CLASS B COMMON STOCK
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(Title of class of securities)
878-895101
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(CUSIP number)
TIMOTHY J. STABOSZ, 1307 MONROE STREET, LAPORTE, IN 46350 (219) 324-5087
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(Name, address and telephone number of person authorized to receive notices and
communications)
MARCH 28, 2014
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [_]
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 878-895101
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1. Name of Reporting Person
TIMOTHY JOHN STABOSZ
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2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_]
NOT APPLICABLE (b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization UNITED STATES
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Number of (7) Sole Voting Power 192,126
Shares ____________________________________________
Beneficially (8) Shared Voting Power 0
Owned by ____________________________________________
Each (9) Sole Dispositive Power 192,126
Reporting ____________________________________________
Person With (10) Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned 192,126
by each Reporting Person
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes [_]
Certain Shares
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13. Percent of Class Represented by Amount in Row (11) 3.8%
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14. Type of Reporting Person (See Instructions) IN
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ITEM 1. Security and Issuer
Class B (voting) common stock of Tecumseh Products Company ("the Company"),
5683 Hines Drive, Ann Arbor, MI 48108.
ITEM 2. Identity and Background
The reporting person, Timothy J. Stabosz, 1307 Monroe Street, LaPorte, IN
46350, a natural person and United States citizen, is engaged as a private
investor. He has not been convicted in a criminal proceeding (excluding
traffic violations or other similar misdemeanors) in the last 5 years, and has
not been a party to any proceedings, or subject to any judgements, enjoinments,
decrees, et al., related to violations of state or federal securities laws, in
his natural lifetime.
ITEM 3. Source and Amount of Funds or Other Consideration
Personal funds in the aggregate amount of $1,210,722.50 have been used to
effect the purchases. The purchaser maintains the shares in a margin account at
a retail stock broker, which allows him to borrow against the shares in the
ordinary course of business.
ITEM 4. Purpose of Transaction
The reporting person has acquired the shares for investment purposes.
While his ownership is below the 5% threshold that requires the filing of
Schedule 13D, Stabosz is filing for two reasons: 1) to announce his intent to
vote FOR the proposed "collapse" of the Company's Class A and Class B common
stock into one class ("the Recapitalization Proposal"), and 2) to request that
the board of directors bring directly to the shareholders any opportunity to
sell the entire Company, at a price of $9 per share or higher. (Stabosz has no
knowledge any specific plans or proposals to acquire the Company, but believes
there may have been one such proposal, approximately 15 months ago.) The
reporting person declines to express his voting intentions on the other matters
to be voted on at the April 30, 2014 annual meeting.
Even though the Recapitalization Proposal will dilute all Class B holders'
voting power in Tecumseh, for no direct compensation, Stabosz intends to vote in
favor of the Recapitalization Proposal for the following reasons:
1) The current dual class share structure is unwieldly and confusing. Converting
to one share class, with a single 4 letter stock symbol, should increase trading
liquidity for both the Class A and Class B shares, decrease trading spreads, and
will encourage a broader base of shareholders (especially institutional) to
consider the Company's stock for purchase.
2) The historical trading discount of the Class B shares will no longer "cast a
pall" on the Company, and Class B shareholders will no longer be "perversely
punished" for retaining their exclusive voting authority. Meanwhile, the
granting of voting authority to Class A shareholders will result in a "win-win"
situation.
3) The shift of share voting authority to the Class A shares will facilitate
potential strategic or financial buyers in viewing the Company as "for sale" or
acquirable...or otherwise increases the chances of asset rich Tecumseh
being "put in play."
The reporting person also owns 77,349 shares of the Company's Class A
common stock, and intends to vote those shares in favor of the Recapi-
talization Proposal.
With regard to a potential sale of the company, the reporting person
believes it was a major failure on the part of the former Chairman of the Board,
as the chief overseer of asset sales, to miss out on a critical window of
opportunity to sell the Company's Brazilian foundry, and excess land in India.
The Company is now put in a more challenging position of needing to pursue a
restructuring of its global operations, without the additional cash on hand from
such asset sales. Owing to this additional risk, the reporting person believes
that management should seriously entertain any bids to sell the entire Company,
and that should any bid of $9 per share or higher materialize, it should be
taken directly to the entire shareholder base for a vote.
The reporting person intends to review his investment in the Company on a
continual basis and engage in discussions with management and the Board of
Directors concerning the governance, business, operations, and future plans of
the Company. Depending on various factors, including, without limitation, the
Company's financial position and investment strategy, the price levels of the
common stock, conditions in the securities markets, and general economic and
industry conditions, the reporting person may, in the future, take such
actions with respect to his investment in the Company as he deems appropriate
including, without limitation, communicating with other stockholders, seeking
Board representation, making proposals to the Company concerning the
capitalization and operations of the issuer, purchasing additional shares of
common stock or selling some or all of his shares, or changing his intention
with respect to any and all matters referred to in Item 4.
Other than as indicated above, the reporting person has no plans or
proposals which relate to, or could result in, any matters referred to in
subsections (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer
As of the close of business on March 28, 2014, the reporting person has
sole voting and dispositive power over 192,126 shares of Tecumseh Products
Company's Class B common stock. According to the Company's 2013 Form 10-K, as
of March 3, 2014 there were 5,077,746 Class B common shares outstanding. The
reporting person is therefore deemed to own 3.8% of the Company's Class B common
stock. The reporting person has effected no transactions in the Class B shares,
in the previous 60 days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
None
ITEM 7. Material to be Filed as Exhibits
None
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date 03/31/14
Signature Timothy J. Stabosz
Name/Title Timothy J. Stabosz, Private Investor