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Published on 8/12/2008 in the Prospect News Special Situations Daily.

Tecumseh Products ordered to hold special meeting on Nov. 21

By Lisa Kerner

Charlotte, N.C., Aug. 12 - Tecumseh Products Co. was ordered to timely call and hold a special meeting of shareholders on Nov. 21.

Shareholders will be asked to consider removing directors Peter Banks and David Risley and to elect directors to fill the resulting vacancies, according to shareholder the Herrick Foundation.

Judge Timothy P. Pickard of the Lenawee County Circuit Court entered the order in response to Herrick's complaint against Tecumseh.

The shareholder's news release noted that under applicable Michigan statutes, upon application of holders of at least 10% of the shares entitled to vote at a meeting, the Circuit Court may order a special meeting.

Herrick, which filed the suit in June, said that the Court did not grant a requested injunction against the enforcement of a bylaws' amendment and has yet to rule on the validity of the bylaws' amendment.

In April Tecumseh reiterated its view that the Herrick Foundation's proposal concerning the elimination of the class A protection provision in the company's 2008 proxy statement is not in the best interests of Tecumseh and its shareholders.

Tecumseh's board did authorize the governance committee to consider potential alternatives that could facilitate Herrick's desire to sell its class A and class B shares, it was previously reported.

The move is in response to Herrick's request that the board form a committee to consider potential transactions that would allow the foundation to liquidate its position in Tecumseh, it was stated in a Securities and Exchange Commission filing.

Tecumseh, based in Tecumseh, Mich., manufactures compressor and other products.


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