Tecumseh Products Company Announces Special Meeting of Shareholders
August 13 2008 - 9:00AM
PR Newswire (US)
ANN ARBOR, Mich., Aug. 13 /PRNewswire-FirstCall/ -- 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. DATASOURCE: Tecumseh
Products Company CONTACT: Teresa Hess, Director, Investor
Relations, Tecumseh Products Company, +1-734-585-9507 Web site:
http://www.tecumseh.com/
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