TECUMSEH PRODUCTS CO
SC 13G/A, 1994-02-14
AIR-COND & WARM AIR HEATG EQUIP & COMM & INDL REFRIG EQUIP
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G
                   Under the Securities Exchange Act of 1934
                               (Amendment No. 1)

                           TECUMSEH PRODUCTS COMPANY
                                (Name of Issuer)

                     CLASS B COMMON STOCK, $1.00 PAR VALUE
                         (Title of Class of Securities)

                                  878895 10 1
                                 (CUSIP Number)

     Check the following box if a fee is being paid with the statement [  ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.)  (See Rule 13d-7.)

     *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 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).

                        (Continued on following page(s))

                                 Total Pages: 6
                               (No Exhibit Index)
<PAGE>   2
CUSIP NO. 878895 10 1                                                    

(1)  Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Persons

     KENNETH G. HERRICK/S.S. NO. ###-##-####                              

(2)  Check the Appropriate Row if a Member of a Group
     (a)
     (b)  X                                                               

(3)  SEC Use Only

__________________________________________________________________________

(4)  Citizenship or Place of Organization

     UNITED STATES OF AMERICA                                             

                                  (5)  Sole Voting Power: 0
Number of Shares                  _______________________________________
Beneficially
Owned by Each                     (6)  Shared Voting Power: 2,452,452
Reporting Person                  ________________________________________
with
                                  (7)  Sole Dispositive Power: 0           

                                  (8)  Shared Dispositive Power: 2,452,452 

(9)  Aggregate Amount Beneficially Owned by Each Reporting Person

     671,277                                                              
<PAGE>   3
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)

  X                                                                       

(11) Percent of Class Represented by Amount in Row (9)

     12.3%                                                                

(12) Type of Reporting Person  (See Instructions)

     IN                                                                   
<PAGE>   4
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 1)


Explanatory Note:

     Effective April 22, 1992, Tecumseh Products Company's former single class
of common stock was reclassified as Class B Common Stock, $1.00 par value, and
a new class, Class A Common Stock, $1.00 par value, was authorized.  The two
classes are substantially identical expect that the Class A Common Stock has no
voting rights on most matters.  In accordance with Rule 13d-1(d), this
statement covers Class B Common Stock only.


ITEM 1(A).  Name of Issuer.

     Tecumseh Products Company

ITEM 1(B).  Address of Issuer's Principal Executive Offices.

     100 East Patterson Street
     Tecumseh, Michigan 49286

ITEM 2(A).  Name of Person Filing.

     Kenneth G. Herrick

ITEM 2(B).  Address of Principal Business Office.

     c/o Tecumseh Products Company
     100 East Patterson Street
     Tecumseh, Michigan 49286

ITEM 2(C).  Citizenship.
<PAGE>   5
     United States of America

ITEM 2(D).  Title of Class of Securities.

     Class B Common Stock, $1.00 par value

ITEM 2(E).  CUSIP Number.

     878895 10 1

ITEM 3.  (not applicable)

ITEM 4.  Ownership.

     (a)  Amount beneficially owned: 671,277 shares.  [Note: Consists of
671,277 shares (the "Herrick Trust Shares") owned by trusts for the benefit of
the reporting person and his descendants (the "Herrick Trusts"), of which the
reporting person is one of the trustees.  Does not include any of the following
shares (collectively, the "Other Shares"), beneficial ownership of all of which
is disclaimed by the reporting person pursuant to Rule 13d-4: (a) 1,367,525
shares (the "Herrick Foundation Shares") owned by Herrick Foundation, of which
the reporting person is an officer and a member of the Board of Trustees; (b)
72,550 shares (the "Howe Military School Shares") owned by Howe Military
School, of which the reporting person is a member of the Board of Trustees; and
(c) 341,100 shares (the "Cobb Trust Shares") owned by trusts for the benefit of
the reporting person's sister, Catherine R. Cobb, and her descendants (the
"Cobb Trusts"), of which the reporting person is one of the trustees.]

     (b)  Percent of class: 12.3 percent.  [Note: Represents the Herrick Trust
Shares only.  The Herrick Trust Shares and the Other Shares together constitute
44.8 percent of the class.]

     (c)  Number of shares as to which such person has:

          (i)  Sole power to vote or to direct the vote: none.

         (ii)  Shared power to vote or to direct the vote: 2,452,452 shares.
[Note: Consists of the Herrick Trust Shares and the Other Shares.]
<PAGE>   6
        (iii)  Sole power to dispose or to direct the disposition of: none.

         (iv)  Shared power to dispose or to direct the disposition of:
2,452,452 shares.  [Note: Consists of the Herrick Trust Shares and the Other
Shares.]

ITEM 5.  Ownership of Five Percent or Less of a Class.

     (not applicable)

ITEM 6.  Ownership of More than Five Percent on Behalf of Another Person.

     Each beneficiary of the Herrick Trusts is entitled to receive dividends
from, or the proceeds from the sale of, the Herrick Trust Shares, but only if
and to the extent that the trustees of the Herrick Trusts decide to distribute
such dividends or proceeds to such beneficiary; accordingly, no such
beneficiary has the right to receive such dividends or proceeds.  The trustees
of the Herrick Trusts have the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Herrick Trust Shares; the current
trustees are Comerica Bank, Catherine R. Cobb, John W. Gelder, and the
reporting person.

     Herrick Foundation has the right to receive dividends from, and the
proceeds from the sale of, the Herrick Foundation Shares.

     Howe Military School has the right to receive dividends from, and the
proceeds from the sale of, the Howe Military School Shares.

     Each beneficiary of the Cobb Trusts is entitled to receive dividends from,
or the proceeds from the sale of, the Cobb Trust Shares, but only if and to the
extent that the trustees of the Cobb Trusts decide to distribute such dividends
or proceeds to such beneficiary; accordingly, no such beneficiary has the right
to receive such dividends or proceeds.  The trustees of the Cobb Trusts have
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Cobb Trust Shares; the current trustees are Comerica Bank, Thomas
H. Cobb (as to one-half of the Cobb Trust Shares), Richard W. Cobb (as to
one-half of the Cobb Trust Shares), John W. Gelder, and the reporting person.
<PAGE>   7
ITEM 7.  Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.

     (not applicable)

ITEM 8.  Identification and Classification of Members of the Group.

     (not applicable)

ITEM 9.  Notice of Dissolution of Group.

     (not applicable)

ITEM 10.  Certification.

     (not applicable)

                                   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.

                                            February 11, 1994    
                                                (Date)



                                        /s/ Kenneth G. Herrick   
                                              (Signature)



                                            Kenneth G. Herrick    
                                                  (Name)



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