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Published on 12/11/2008 in the Prospect News Special Situations Daily.

Tecumseh shareholder wants stock split declared invalid

By Lisa Kerner

Charlotte, N.C., Dec. 11 - Tecumseh Products Co. shareholder the Herrick Foundation filed a lawsuit against Tecumseh in the Lenawee County (Michigan) Circuit Court seeking to have the company's stock split declared invalid and to enjoin Tecumseh from issuing a class A share dividend to implement its recapitalization plan.

Tecumseh announced the stock split on Dec. 5.

As previously reported, Tecumseh's board of directors authorized a recapitalization that will convert the company's class A common stock into class B common stock with full voting rights. The board also authorized a dividend of two shares of class A common stock for each share of common stock - both class A and class B - outstanding as of the Dec. 15 record date, with the dividend payable on Dec. 31.

In addition, the foundation submitted a proposal for inclusion in the company's proxy statement in connection with Tecumseh's 2008 annual meeting, according to a schedule 13D/A filed with the Securities and Exchange Commission.

Herrick Foundation wants shareholders to recommend that Tecumseh's board adopt a policy that lets shareholders vote, at each annual meeting, on a management-proposed advisory resolution to ratify the compensation of named executive officers set forth in the proxy statement's summary compensation table.

Based in Tecumseh, Mich., Tecumseh Products manufactures compressor and other products.


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