-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eapz6FwsOokgg+rispfNLFAaMQZkeol3ntHUVwgu9WkoPluwM927Xv6tdZvK0fCe qjsHk74iR+ysig3MmcpG0Q== 0000950152-09-001615.txt : 20090220 0000950152-09-001615.hdr.sgml : 20090220 20090220094414 ACCESSION NUMBER: 0000950152-09-001615 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090220 DATE AS OF CHANGE: 20090220 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30158 FILM NUMBER: 09623353 BUSINESS ADDRESS: STREET 1: 1136 OAK VALLEY DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48108 BUSINESS PHONE: 7345859500 MAIL ADDRESS: STREET 1: 1136 OAK VALLEY DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HERRICK TODD W CENTRAL INDEX KEY: 0000920678 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 W JEFFERSON STREET 2: SUITE 2500 CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: 3134967570 MAIL ADDRESS: STREET 1: 100 EAST PATTERSON STREET CITY: TECUMSEH STATE: MI ZIP: 49286 SC 13D/A 1 k47475sc13dza.htm FORM SC 13D/A FORM SC 13D/A
     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Tecumseh Products Company
 
(Name of Issuer)
Class B Common Stock, par value $1.00 per share
 
(Title of Class of Securities)
878895 10 1
 
(CUSIP Number)
Todd W. Herrick
3970 Peninsula Drive
Petoskey, Michigan 49770-8006
(231) 348-8238
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 19, 2009
 
(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 that is the subject of this Schedule 13D, and is filing this Schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.     o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
 

 

 

                     
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1   NAMES OF REPORTING PERSONS

Todd W. Herrick
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  7   SOLE VOTING POWER
     
NUMBER OF   21,906
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,657,539
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   21,906
       
WITH: 10   SHARED DISPOSITIVE POWER
     
    1,657,539
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,679,445
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  33.1%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN

Page 2 of 12 pages

 

                     
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Item 1. Security and Issuer.
     The title of the class of equity securities to which this statement relates is Class B Common Stock, par value $1.00 per share (“Class B Stock”), of Tecumseh Products Company, a Michigan corporation (“Tecumseh”). The address of Tecumseh’s principal executive offices is 1136 Oak Valley Drive, Ann Arbor, Michigan 48108.
Item 2. Identity and Background.
     This statement is being filed by Todd W. Herrick. Todd W. Herrick’s address is 3970 Peninsula Drive, Petoskey, Michigan 49770-8006. Todd W. Herrick is retired and this is his present principal occupation or employment. Tecumseh’s principal business address is 1136 Oak Valley Drive, Ann Arbor, Michigan 48108.
     Todd W. Herrick has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Todd W. Herrick has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
     Todd W. Herrick is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
     Not applicable.
Item 4. Purpose of Transaction.
     This purpose of this filing is to report that Herrick Foundation has submitted a notice to Tecumseh Products Company that it intends to nominate four directors at Tecumseh’s 2009 Annual Meeting of Shareholders: Kent B. Herrick (a current director), Steven J. Lebowski (a current director), Terence C. Seikel and Zachary E. Savas. If elected, these directors would constitute a majority of Tecumseh’s directors.
     Herrick Foundation has also submitted a Say on Executive Pay proposal to Tecumseh for inclusion in Tecumseh’s proxy statement in connection with its 2009 annual meeting of shareholders, which was attached to Amendment No. 8 to this Schedule as Exhibit 99.5 and is incorporated in this Schedule by reference. The proposal recommends that Tecumseh’s Board adopt a policy to give shareholders the opportunity at each annual meeting of shareholders to vote on an advisory resolution, proposed by management, to ratify the compensation of the named executive officers (“NEOs”) set forth in the proxy statement’s Summary Compensation Table (“SCT”) and the accompanying narrative disclosure of material factors provided to understand the SCT (but not the Compensation Discussion and Analysis). The proposal submitted to shareholders should make clear that the vote is non-binding and would not affect any compensation paid or awarded to any NEO.

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     Also, on December 8, 2008, pursuant to Plaintiff Herrick Foundation’s Verified Complaint for Declaratory, Injunctive and Other Relief, a copy of which was attached to Amendment No. 8 to this Schedule as Exhibit 99.6 and is incorporated in this Schedule by reference, Herrick Foundation filed a lawsuit against Tecumseh in the Lenawee County Circuit Court (the “Stock Split Lawsuit”). The Stock Split Lawsuit asks the court, among other things, to declare the stock split announced by Tecumseh on December 5, 2008 invalid and to enjoin Tecumseh from issuing a Class A share dividend to implement its recapitalization plan. Another shareholder filed a lawsuit against the five directors approving the stock split, also challenging the validity of the stock split.
     Pursuant to the stock split announced by Tecumseh on December 5, 2008, two Class A shares would be issued for every Class A share and Class B share outstanding, which, under Tecumseh’s articles, would make the Class B shares less than 10% of all outstanding shares, resulting in conversion of all outstanding Class A shares into Class B shares. Herrick Foundation claims in the Stock Split Lawsuit that the stock split violates Tecumseh’s articles and was made for improper and inequitable purposes. On December 23, 2008, the Court issued a preliminary injunction, enjoining the issuance of the Class A shares scheduled to occur on December 31, 2008. Tecumseh sought leave to appeal, and on January 30, 2009, the Michigan Court of Appeals denied Tecumseh’s application for leave to appeal and its motion for peremptory reversal.
     Todd W. Herrick’s purpose in serving as one of the trustees of Herrick Foundation is to take part in the management of its charitable activities. Todd W. Herrick’s purpose in serving as a trustee of the Ray W. Herrick and Hazel M. Herrick Trusts u/a/d February 26, 1949 and February 24, 1956 f/b/o Kenneth Herrick and his descendants (the “Trusts”) is to take part in the management of the activities of the Trusts of which Todd W. Herrick or Toni L. Herrick is the beneficiary.
     In his capacity as a member of the Board of Trustees of Herrick Foundation, as a trustee of the Trusts and/or in his personal capacity, Todd W. Herrick, expects from time to time to be presented with, give consideration to, and/or act upon, proposals similar to those enumerated below and/or proposals that one or more of Tecumseh, Herrick Foundation, the Trusts, Todd W. Herrick and/or Toni L. Herrick acquire, dispose of, or vote shares of Class B Stock or other securities of Tecumseh, including, without limitation, by public or private sale (registered or unregistered and with or without the simultaneous sale of newly-issued shares of Class B Stock by Tecumseh), gift, pledge or otherwise, including, without limitation, sales of Class B Stock pursuant to Rule 144 under the Securities Act of 1933, as amended, or otherwise. Todd W. Herrick, as a member of the Board of Trustees of Herrick Foundation, as a trustee of the Trusts, and/or in his personal capacity, reserves the right not to acquire Class B Stock or not to dispose of all or part of such Class B Stock if he determines such acquisition or disposal is not in Tecumseh’s, Herrick Foundation’s, the Trusts’ or his personal best interests at that time.
     On March 6, 2007, Todd W. Herrick and the Herrick Foundation filed a lawsuit against Albert A. Koch, Peter M. Banks, David M. Risley (collectively, the “Director Defendants”) and Tecumseh in the Lenawee County Circuit Court, Case No. 07-2525-CZ (the “Herrick Lawsuit”). On March 20, 2007, Tecumseh filed a lawsuit against Todd W. Herrick, Kent B. Herrick, Toni Herrick, Michael Indenbaum and Herrick Foundation in the United States District Court for the

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Eastern District of Michigan, Southern Division, Case No. 07-2525-CZ (the “Tecumseh Lawsuit”).
     On April 2, 2007, Tecumseh entered into a Settlement and Release Agreement, a copy of which is attached as Exhibit 99.2 to Amendment No. 3 to this Schedule and incorporated into this Schedule by reference (the “Settlement Agreement”), with Todd W. Herrick, Kent B. Herrick, Toni L. Herrick, Herrick Foundation, and Michael A. Indenbaum (collectively, the “Herrick Entities”) and the Director Defendants settling corporate governance disputes that had been the subject of the Herrick Lawsuit and the Tecumseh Lawsuit.
     Pursuant to the Settlement Agreement, among other things: (1) Todd W. Herrick resigned from Tecumseh’s board and the board appointed Kent B. Herrick to fill the vacancy, (2) effective July 31, 2007, Mr. Koch resigned from the board, (3) effective August 13, 2007, (a) Edwin L. Buker, William E. Aziz, Steven J. Lebowski and, independent of the Settlement Agreement, Jeffry N. Quinn were appointed as new directors of Tecumseh, (b) Edwin L. Buker was appointed President and Chief Executive Officer of Tecumseh, and (c) James J. Bonsall ceased to be Tecumseh’s interim President and Chief Operating Officer. Todd W. Herrick and the other Herrick entities agreed to exercise their voting rights in a manner consistent with the terms of the Settlement Agreement through the 2008 annual meeting of shareholders, which was held on April 30, 2008.
     Under the Settlement Agreement, among other things, (1) Tecumseh paid Kent B. Herrick a lump sum severance payment in the amount of $120,000, which was equal to one year’s salary at the rate in effect when he was terminated from his position with Tecumseh on January 19, 2007, and (2) Tecumseh reimbursed Todd W. Herrick, Kent B. Herrick, Toni L. Herrick and Herrick Foundation for legal expenses incurred in connection with the Herrick Lawsuit, the Tecumseh Lawsuit, the Settlement Agreement, and related in the amount of $300,000. The Settlement Agreement has additional terms and conditions, and the full Settlement Agreement, attached as Exhibit 99.2 to Amendment No. 3 to this Schedule, should be reviewed in its entirety.
     On March 10, 2008, Herrick Foundation, through Todd W. Herrick, its President, sent a letter to Tecumseh’s Board of Directors, a copy of which was attached as Exhibit 99.3 to Amendment No. 4 to this Schedule. The letter stated that Herrick Foundation, in the exercise of its fiduciary duties, engaged Beringea LLC to review and evaluate Herrick Foundation’s shareholdings in Tecumseh. Beringea recommended that Herrick Foundation liquidate its position in Tecumseh stock in the short term and Herrick Foundation’s Board of Directors determined that it should pursue a sale. Herrick Foundation also stated that it believes it is possible that Herrick family members and the Trusts would also be interested in liquidating their positions.
     After discussions with representatives of Tecumseh and considering its alternatives, because Herrick Foundation believed it would be in the best interests of all shareholders to sell Tecumseh in the short term, Herrick Foundation requested that Tecumseh form a committee of Tecumseh’s Board of Directors to explore the possible sale of Tecumseh to strategic and/or financial buyers. Simultaneously with these actions, Herrick Foundation began approaching potential buyers regarding their interest in purchasing Herrick Foundation’s shares in Tecumseh or in purchasing Tecumseh. Therefore, Herrick Foundation also requested Tecumseh’s Board of

Page 5 of 12 pages

 

                     
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Directors take all necessary action to redeem or terminate Tecumseh’s poison pills, eliminate the Class A Protective Provision contained in Tecumseh’s Articles of Incorporation (including the proposal in this year’s proxy statement) and take all other necessary steps to avoid the application of the anti-takeover provisions under applicable law that may have an adverse effect on Herrick Foundation’s ability to sell its shares to a third party or on a potential purchaser’s ability to purchase Tecumseh. The letter has additional terms and conditions, and the full letter, attached as Exhibit 99.3 to Amendment No. 4 to this Schedule, should be reviewed in its entirety. On March 30, 2008, Tecumseh responded that its Governance and Nominating Committee, on behalf of the Board, had determined that the proposal to eliminate the Class A Protective Provision was not in the best interests of Tecumseh and all of its shareholders.
     On April 4, 2008, a majority of Tecumseh’s Board amended Tecumseh’s bylaws to raise the percentage of voting shares needed to call a special meeting of shareholders from 50% to 75% (the “Bylaw Amendment”). On April 16, 2008, Herrick Foundation sent a letter to Tecumseh’s Board urging the Board to reverse the Bylaw Amendment or submit it to a vote of shareholders. On April 24, 2008, Tecumseh responded that its Governance and Nominating Committee had determined not to recommend that the Board redeem or terminate Tecumseh’s Class A and Class B Rights Agreements or take action to avoid application of certain anti-takeover provisions under applicable law at this time. The letter also indicated that the Board had authorized the Governance Committee to consider potential alternatives that would facilitate the Herrick Foundation’s desire to sell its Class A and Class B shares in a manner that is in the best interests of Tecumseh and all of its shareholders. The letter did not agree to reverse the Bylaw Amendment.
     On June 13, 2008, pursuant to Plaintiff Herrick Foundation’s Verified Complaint for Declaratory, Injunctive and Other Relief, a copy of which is attached as Exhibit 99.1 to Amendment No. 5 to this Schedule and is incorporated in this Schedule by reference, Herrick Foundation filed a lawsuit against Tecumseh in the Lenawee County Circuit Court (the “Special Meeting Lawsuit”). The Special Meeting Lawsuit asked the court, among other things, to invalidate the Bylaw Amendment and to require Tecumseh to notice and hold a special meeting of the shareholders of Tecumseh, at which Herrick Foundation will seek to remove and replace two of Tecumseh’s directors (Peter M. Banks and David M. Risley).
     On August 11, 2008, the Court entered an order in the Special Meeting Lawsuit requiring Tecumseh to timely call and hold a special meeting of shareholders on November 21, 2008. A copy of the Court’s order is attached as Exhibit 99.4 to Amendment No. 6 to this Schedule, is incorporated in this Schedule by reference and should be reviewed in its entirety.
     The results of voting at the special meeting were announced at the adjourned meeting on December 5, 2008. Although Herrick Foundation was disappointed that it fell short of the majority of all outstanding voting shares needed to pass its proxy proposal to remove two existing directors from Tecumseh’s board, it was encouraged by the amount of support it received from Tecumseh shareholders. Also, on December 5, 2008, Tecumseh announced that it had amended its bylaws to lower the percentage of voting shares needed to call a special meeting of shareholders from 75% back to 50%. As a result of Herrick Foundation having obtained the primary relief it sought in its complaint and Tecumseh having agreed to dismiss voluntarily its countercomplaint, on January 5, 2009, a Stipulated Order of Dismissal Without Prejudice was entered dismissing this lawsuit.

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     Other than as described above and other than as described in Tecumseh’s SEC filings, Todd W. Herrick has no current plans or proposals which relate to, or would result in, (a) the acquisition by any person of additional securities of Tecumseh, or the disposition of securities of Tecumseh, except as described in paragraph (b) below, (b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Tecumseh or any of its subsidiaries, other than those described by Tecumseh or Herrick Foundation in its SEC filings or in the March 10, 2008 letter described above, (c) any sale or transfer of a material amount of assets of Tecumseh or any of its subsidiaries, other than those described by Tecumseh or Herrick Foundation in its SEC filings or in the March 10, 2008 letter described above, (d) any change in the present board of directors or management of Tecumseh, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, except that, from time to time, Tecumseh might add additional directors to fill existing vacancies if it finds qualified candidates willing to serve and from time to time, directors might resign and from time to time, Herrick Foundation may propose nominees for director and, as described above, has given Tecumseh notice that it intends to nominate four persons for election as Tecumseh directors at the 2009 annual meeting of shareholders, (e) any material change in Tecumseh’s present capitalization or dividend policy, except as described by Tecumseh or Herrick Foundation in its SEC filings, (f) any other material change in Tecumseh’s business or corporate structure, except as described by Tecumseh or Herrick Foundation in its SEC filings, (g) any changes in Tecumseh’s Articles of Incorporation or Bylaws or other actions which may impede the acquisition of control of Tecumseh by any person, (h) causing a class of securities of Tecumseh to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, except as described by Tecumseh or Herrick Foundation in its SEC filings, (i) a class of Tecumseh’s equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any action similar to those enumerated above. The foregoing notwithstanding, Todd W. Herrick intends to remain free to take such actions, including the making of such proposals, as he may from time to time deem appropriate in light of the circumstances which might arise from time to time.
Item 5. Interest in Securities of the Issuer.
     The number and percentage of shares of Class B Stock beneficially owned by Todd W. Herrick as of February 19, 2009 are as follows:
         
 
  Number   Percent
 
       
Todd W. Herrick
  1,679,445 (1)   33.1% (2)
 
     
(1)   The shares shown above as beneficially owned by Todd W. Herrick consist of (1) 21,906 shares of Class B Stock owned by Todd W. Herrick, (2) 769,426 shares owned by Herrick Foundation, of which Todd W. Herrick is one of three members of the Board of Trustees, and (3) 888,113 shares of Class B Stock held by the Trusts of which Todd W. Herrick and Toni L. Herrick are the trustees who are descendants of Kenneth Herrick and, therefore, control the Trusts’ Tecumseh stock.

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(2) Based on the 5,077,746 shares of Class B Stock reported as outstanding as of September 30, 2008 in Tecumseh’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.
     Todd W. Herrick is the sole beneficial owner of 21,906 shares of Class B Stock, or approximately 0.4% of the outstanding Class B Stock.
     Todd W. Herrick is also one of three members of the Board of Trustees of Herrick Foundation, the others being Kent B. Herrick and Michael A. Indenbaum. Herrick Foundation is a Michigan nonprofit corporation, which is a “Private Foundation” as defined in the Internal Revenue Code of 1986, as amended, organized for charitable purposes. Herrick Foundation owns 769,426 shares of Class B Common Stock, or approximately 15.2% of the outstanding shares of Class B Stock.
     Toni L. Herrick is Todd W. Herrick’s sister, is an artist and this is her present principal occupation or employment. Toni L. Herrick’s address is 7028 Foxmoor Court E, P.O. Box 19555, Kalamazoo, Michigan 49009. Toni L. Herrick is a citizen of the United States of America.
     Kent B. Herrick is Todd W. Herrick’s son, has been a director of Tecumseh since April 10, 2007 and is a member of the Board of Trustees and a paid employee of Herrick Foundation, and this is his present principal occupation or employment. Kent B. Herrick’s address is 9693 Woodbend, Saline, Michigan 48176, and Tecumseh’s business address at 1136 Oak Valley Drive, Ann Arbor, Michigan 48108. Kent B. Herrick is a citizen of the United States of America.
     Michael A. Indenbaum is an attorney and this is his present principal occupation or employment. Michael A. Indenbaum’s business address is 2290 First National Building, 660 Woodward Ave., Detroit, Michigan 48226-3506. He carries on his business as a partner of Honigman Miller Schwartz and Cohn LLP, a law firm organized as a Michigan limited liability partnership (“Honigman”). The principal business address of Honigman at which Michael A. Indenbaum carries on that business is 2290 First National Building, 660 Woodward Ave., Detroit, Michigan 48226-3506. Michael A. Indenbaum is a citizen of the United States of America.
     Todd W. Herrick and Toni L. Herrick share voting and investment power over the shares of Class B Common Stock held in the Trusts. Michael A. Indenbaum and National City Bank are also trustees of the Trusts, but they do not exercise any voting or investment power over the Tecumseh shares held in the Trusts. National City Bank is a national banking association with its principal offices located at National City Center, 1900 East Ninth Street, Cleveland, Ohio 44114-3484. The Trusts own 888,113 shares of Class B Common Stock, or approximately 17.5% of the outstanding Class B Stock.
     None of Toni L. Herrick, Kent B. Herrick, Michael A. Indenbaum or National City Bank has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of Toni L. Herrick, Kent B. Herrick, Michael A. Indenbaum or National City Bank has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such

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proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
     Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, Todd W. Herrick expressly declares that the filing of this Schedule 13D shall not be construed as an admission that he is a beneficial owner of any of the shares of Tecumseh covered by this Schedule 13D, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, except the 21,906 shares of Class B Stock referred to above as beneficially owned by Todd W. Herrick, and Todd W. Herrick expressly disclaims all beneficial ownership of any kind or character in, to, or with respect to, all or any of the balance of the Class B Stock referred to in this Schedule 13D.
     Todd W. Herrick has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 21,906 shares of the outstanding Class B Common Stock. Todd W. Herrick has shared power to vote or direct the vote and to dispose or to direct the disposition of 1,657,539 shares of Class B Stock.
     Todd W. Herrick expressly disclaims that he or any one or more of the above named persons constitute a “group” within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934.
     None of Todd W. Herrick, Toni L. Herrick, Herrick Foundation or the Trusts has engaged in any transactions in shares of Class B Stock in the past 60 days.
     Herrick Foundation has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the 769,426 shares of Class B Stock owned by Herrick Foundation.
     The beneficiaries of the Trusts have the right to receive dividends on shares of Class B Stock held in those trusts and the right to receive the proceeds from any sale of those securities. The beneficiaries of the Trusts are Todd W. Herrick, his sister, Toni L. Herrick, and their descendants.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
     Other than those relationships with other members of the Board of Trustees of Herrick Foundation and the other trustees of the Trusts, Todd W. Herrick’s oversight responsibilities for Herrick Foundation and Todd W. Herrick’s and Toni L. Herrick’s responsibilities for the Trusts, which are necessarily shared with the other trustees, and the Settlement Agreement, described in Item 4 above and attached as Exhibit 99.2 to Amendment No. 3 to this Schedule, Todd W. Herrick does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any Class B Stock or any other securities of Tecumseh, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits or loss, division or profits or loss, or the giving or withholding of proxies.

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Item 7. Material to be Filed as Exhibits.
  99.1   Plaintiff Herrick Foundation’s Verified Complaint for Declaratory, Injunctive and Other Relief, dated June 13, 2008, in the case of Herrick Foundation v. Tecumseh Products Company, Case No. 08-3015-CZ, in the Michigan Circuit Court for the County of Lenawee, incorporated by reference to Exhibit 99.1 to Amendment No. 5 to this Schedule 13D, dated June 13, 2008 and filed June 16, 2008.
 
  99.2   Settlement and Release Agreement, dated as of April 1, 2007, among Tecumseh Products Company, Herrick Foundation, Todd W. Herrick, Toni Herrick, Kent B. Herrick, Michael Indenbaum, Albert A. Koch, Peter Banks and David M. Risley, incorporated by reference to Exhibit 99.2 to Amendment No. 3 to this Schedule 13D, dated April 2, 2007 and filed April 11, 2007.
 
  99.3   Letter from Herrick Foundation to the Board of Directors of Tecumseh Products Company, dated March 10, 2008, incorporated by reference to Exhibit 99.3 to Amendment No. 4 to this Schedule 13D, dated March 10, 2008 and filed March 10, 2008.
 
  99.4   Order Regarding a Special Meeting of Shareholders, entered August 11, 2008 by the Lenawee Country, Michigan Circuit Court, incorporated by reference to Exhibit 99.4 to Amendment No. 6 to this Schedule 13D, dated August 11, 2008 and filed August 14, 2008.
 
  99.5   Herrick Foundation Say on Executive Pay Shareholder Proposal to Tecumseh Products Company, dated December 4, 2008, incorporated by reference to Exhibit 99.5 to Amendment No. 8 to this Schedule 13D, dated December 4, 2008 and filed December 11, 2008.
 
  99.6   Plaintiff Herrick Foundation’s Verified Complaint for Declaratory, Injunctive and Other Relief, dated December 8, 2008, in the case of Herrick Foundation v. Tecumseh Products Company, Case No. 08-3194-CZ, in the Michigan Circuit Court for the County of Lenawee, incorporated by reference to Exhibit 99.6 to Amendment No. 8 to this Schedule 13D, dated December 4, 2008 and filed December 11, 2008.

Page 10 of 12 pages

 

                     
CUSIP No.
  
878895 10 1 
  
SIGNATURE
     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.
         
     
Dated: February 19, 2009  /s/ TODD W. HERRICK    
  Todd W. Herrick   

Page 11 of 12 pages

 

                     
CUSIP No.
  
878895 10 1 
  
EXHIBIT INDEX
Exhibit Number and Description
99.1   Plaintiff Herrick Foundation’s Verified Complaint for Declaratory, Injunctive and Other Relief, dated June 13, 2008, in the case of Herrick Foundation v. Tecumseh Products Company, Case No. 08-3015-CZ, in the Michigan Circuit Court for the County of Lenawee, incorporated by reference to Exhibit 99.1 to Amendment No. 5 to this Schedule 13D, dated June 13, 2008 and filed June 16, 2008.
 
99.2   Settlement and Release Agreement, dated as of April 1, 2007, among Tecumseh Products Company, Herrick Foundation, Todd W. Herrick, Toni Herrick, Kent B. Herrick, Michael Indenbaum, Albert A. Koch, Peter Banks and David M. Risley, incorporated by reference to Exhibit 99.2 to Amendment No. 3 to this Schedule 13D, dated April 2, 2007 and filed April 11, 2007.
 
99.3   Letter from Herrick Foundation to the Board of Directors of Tecumseh Products Company, dated March 10, 2008, incorporated by reference to Exhibit 99.3 to Amendment No. 4 to this Schedule 13D, dated March 10, 2008 and filed March 10, 2008.
 
99.4   Order Regarding a Special Meeting of Shareholders, entered August 11, 2008 by the Lenawee Country, Michigan Circuit Court, incorporated by reference to Exhibit 99.4 to Amendment No. 6 to this Schedule 13D, dated August 11, 2008 and filed August 14, 2008.
 
99.5   Herrick Foundation Say on Executive Pay Shareholder Proposal to Tecumseh Products Company, dated December 4, 2008, incorporated by reference to Exhibit 99.5 to Amendment No. 8 to this Schedule 13D, dated December 4, 2008 and filed December 11, 2008.
 
99.6   Plaintiff Herrick Foundation’s Verified Complaint for Declaratory, Injunctive and Other Relief, dated December 8, 2008, in the case of Herrick Foundation v. Tecumseh Products Company, Case No. 08-3194-CZ, in the Michigan Circuit Court for the County of Lenawee, incorporated by reference to Exhibit 99.6 to Amendment No. 8 to this Schedule 13D, dated December 4, 2008 and filed December 11, 2008.

Page 12 of 12 pages

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