TECUMSEH PRODUCTS CO
10-Q, 1996-11-14
AIR-COND & WARM AIR HEATG EQUIP & COMM & INDL REFRIG EQUIP
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                                   FORM 10-Q



             [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                  OF THE SECURITIES EXCHANGE ACT of 1934
                  For the quarterly period ended September 30, 1996


                                       OR


            [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
                  OF THE SECURITIES EXCHANGE ACT of 1934
                  For the transition period from______to______


                         COMMISSION FILE NUMBER:  0-452


                           TECUMSEH PRODUCTS COMPANY
             (Exact name of registrant as specified in its charter)


              MICHIGAN                           38-1093240
         (State of Incorporation)    (IRS Employer Identification Number)


                           100 EAST PATTERSON STREET
                           TECUMSEH, MICHIGAN  49286
                    (Address of Principal Executive Offices)

                       Telephone Number:  (517) 423-8411


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [  ]


     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

        Class of Stock                      Outstanding at October 31, 1996
- ------------------------------------------------------------------------------
    Class B Common Stock, $1.00 par value                 5,470,146
    Class A Common Stock, $1.00 par value                16,410,438



<PAGE>   2



                 TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
                    PART I.  FINANCIAL INFORMATION - ITEM 1
                     CONSOLIDATED CONDENSED BALANCE SHEETS
                (Unaudited and subject to year end adjustments)


<TABLE>
<CAPTION>
(Dollars in millions)                                                  SEPTEMBER 30,      December 31,
                                                                           1996              1995
======================================================================================================
<S>                                                                        <C>               <C>
ASSETS
CURRENT ASSETS:
 Cash and cash equivalents                                                 $  273.2          $  261.6
 Accounts receivable, trade, less allowance for doubtful
  accounts of $6.9 million in 1996 and 1995                                   247.8             225.5
 Inventories                                                                  256.2             260.0
 Deferred income taxes                                                         34.8              33.9
 Other current assets                                                           8.3              10.2
- -----------------------------------------------------------------------------------------------------
    TOTAL CURRENT ASSETS                                                      820.3             791.2
PROPERTY, PLANT AND EQUIPMENT, at cost, net of
  accumulated depreciation of $445.5 million in 1996
  and $419.1 million in 1995                                                  518.0             477.0
EXCESS OF COST OVER ACQUIRED NET ASSETS                                        57.1              60.9
DEFERRED INCOME TAXES                                                          18.6              19.9
PREPAID PENSION EXPENSE                                                        44.2              37.6
OTHER ASSETS                                                                   22.1              21.0
- -----------------------------------------------------------------------------------------------------
    TOTAL ASSETS                                                           $1,480.3          $1,407.6
=====================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable, trade                                                   $  119.3          $  129.5
 Income taxes payable                                                          13.4               7.5
 Short-term borrowings                                                          8.7              13.5
 Accrued liabilities                                                          129.4             119.4
- -----------------------------------------------------------------------------------------------------
    TOTAL CURRENT LIABILITIES                                                 270.8             269.9
LONG-TERM DEBT                                                                 13.6              14.7
NON-PENSION POSTRETIREMENT BENEFITS                                           177.9             174.0
PRODUCT WARRANTY AND SELF-INSURED RISKS                                        30.5              30.0
ACCRUAL FOR ENVIRONMENTAL MATTERS                                              27.2              27.3
PENSION LIABILITIES                                                            15.3              14.6
- -----------------------------------------------------------------------------------------------------
    TOTAL LIABILITIES                                                         535.3             530.5
=====================================================================================================
STOCKHOLDERS' EQUITY:
 Class A common stock, $1 par value; authorized 75,000,000
  shares; issued and outstanding 16,410,438 shares                             16.4              16.4
 Class B common stock, $1 par value; authorized 25,000,000
  shares; issued and outstanding 5,470,146 shares                               5.5               5.5
 Capital in excess of par value                                                29.9              29.9
 Retained earnings                                                            883.1             808.0
 Foreign currency translation adjustment                                       10.1              17.3
- -----------------------------------------------------------------------------------------------------
    TOTAL STOCKHOLDERS' EQUITY                                                945.0             877.1
- -----------------------------------------------------------------------------------------------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $1,480.3          $1,407.6
=====================================================================================================
</TABLE>


        The accompanying notes are an integral part of these statements.

                                                                         Page 2
<PAGE>   3



                  TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
                    PART I.  FINANCIAL INFORMATION - ITEM 1
                  CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                (Unaudited and subject to year end adjustments)



<TABLE>
<CAPTION>
(Dollars in millions                     Three Months Ended    Nine Months Ended
except per share amounts)                  September 30,         September 30,
                                        --------------------  --------------------
                                          1996       1995       1996       1995
==================================================================================
<S>                                     <C>        <C>        <C>        <C>
INCOME:
 Net sales                                 $408.7     $392.7   $1,395.8   $1,333.6
 Interest income                              5.1        6.3       15.3       21.8
 Other income                                 1.3        3.9        5.3        8.5
- ----------------------------------------------------------------------------------
    TOTAL INCOME                            415.1      402.9    1,416.4    1,363.9
- ----------------------------------------------------------------------------------
EXPENSES:
 Cost of sales and operating expenses       347.6      339.2    1,192.8    1,136.1
 Selling and administrative expenses         23.1       21.7       73.4       69.5
 Interest expense                             1.3        1.9        4.9        5.9
 Other expenses                               0.1         --        0.3        0.1
- ----------------------------------------------------------------------------------
    TOTAL EXPENSES                          372.1      362.8    1,271.4    1,211.6
- ----------------------------------------------------------------------------------
INCOME BEFORE TAXES ON INCOME                43.0       40.1      145.0      152.3

Taxes on income                              15.8       15.2       52.9       57.2
- ----------------------------------------------------------------------------------
    NET INCOME                             $ 27.2     $ 24.9   $   92.1   $   95.1
==================================================================================
    NET INCOME PER SHARE                   $ 1.24     $ 1.14   $   4.21   $   4.35
==================================================================================
    CASH DIVIDENDS DECLARED
      PER SHARE                            $ 0.26     $ 0.25     $ 0.78   $   0.75
==================================================================================
</TABLE>


        The accompanying notes are an integral part of these statements.

                                                                        
                                                                        Page 3

<PAGE>   4



                  TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
                    PART I.  FINANCIAL INFORMATION - ITEM 1
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                (Unaudited and subject to year end adjustments)



<TABLE>
                                                             Nine Months Ended
(Dollars in millions)                                          September 30,
                                                             -----------------
                                                              1996       1995
===============================================================================
<S>                                                         <C>        <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                                   $ 92.1     $ 95.1
 Adjustments to reconcile net income to net cash provided
  by operating activities:
   Depreciation and amortization                                48.0       44.5
   Accounts receivable                                         (25.1)     (37.2)
   Inventories                                                   2.9       (3.5)
   Payables and accrued expenses                                10.6       36.2
   Other                                                        (3.3)      (4.7)
- -------------------------------------------------------------------------------
     CASH PROVIDED BY OPERATIONS                               125.2      130.4
- -------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                                          (87.7)     (98.0)
- -------------------------------------------------------------------------------
     CASH USED IN INVESTING ACTIVITIES                         (87.7)     (98.0)
- -------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Dividends paid                                                (17.1)     (16.4)
 Decrease in borrowings, net                                    (6.1)      (1.6)
- -------------------------------------------------------------------------------
     CASH USED IN FINANCING ACTIVITIES                         (23.2)     (18.0)
- -------------------------------------------------------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                         (2.7)       2.1
- -------------------------------------------------------------------------------
     INCREASE IN CASH AND CASH EQUIVALENTS                      11.6       16.5
CASH AND CASH EQUIVALENTS:
     BEGINNING OF PERIOD                                       261.6      283.2
- -------------------------------------------------------------------------------
     END OF PERIOD                                            $273.2     $299.7
===============================================================================
</TABLE>


        The accompanying notes are an integral part of these statements.

                                                                         Page 4

<PAGE>   5



                  TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
                    PART I.  FINANCIAL INFORMATION - ITEM 1
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.   The condensed consolidated financial statements are unaudited and reflect
     all adjustments (consisting only of normal recurring adjustments) which
     are, in the opinion of management, necessary for a fair presentation of
     the financial position and operating results for the interim periods.  The
     December 31, 1995 condensed balance sheet data was derived from audited
     financial statements, but does not include all disclosures required by
     generally accepted accounting principles.  The condensed consolidated
     financial statements should be read in conjunction with the consolidated
     financial statements and notes thereto contained in the Company's Annual
     Report for the fiscal year ended December 31, 1995.  Due to the seasonal
     nature of the Company's business, the results of operations for the
     interim period are not necessarily indicative of the results for the
     entire fiscal year.

     The financial data required in this Form 10-Q by Rule 10.01 of Regulation
     S-X have been reviewed by Ciulla, Smith & Dale, LLP, the Company's
     independent certified public accountants, as described in their report
     contained elsewhere herein.

2.   Inventories consisted of:


<TABLE>
<CAPTION>

(Dollars in Millions)              SEPTEMBER 30,     December 31,
                                        1996             1995
=================================================================
<S>                               <C>               <C>

Raw material and work in process      $148.4          $162.8
Finished goods                          91.2            80.4
Supplies                                16.6            16.8
- -----------------------------------------------------------------
                                      $256.2          $260.0
=================================================================
</TABLE>

3.   The Company has been named by the U.S. Environmental Protection Agency
     (EPA) as a potentially responsible party in connection with the Sheboygan
     River and Harbor Superfund Site in Wisconsin.  At September 30, 1996, the
     Company had an accrual of $30.4 million ($30.1 million at December 31,
     1995) for the estimated costs associated with the cleanup of certain PCB
     contamination at this Superfund Site.  The Company has based the estimated
     cost of cleanup on ongoing engineering studies, including engineering
     samples taken in the Sheboygan River, and assumptions as to the areas that
     will have to be remediated along with the nature and extent of the
     remediation that will be required.  Significant assumptions underlying the
     estimated costs are that remediation will involve innovative technologies,
     including (but not limited to) bioremediation near the Company's plant
     site and along the Upper River, and only natural armoring and
     bioremediation in the Lower River and Harbor.


  
                                                                        Page 5
<PAGE>   6



                  TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
                    PART I.  FINANCIAL INFORMATION - ITEM 1
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, CONTINUED


     The EPA has indicated it expects to issue a record of decision on the
     cleanup of the Sheboygan River and Harbor Site in the third quarter of
     1997, but the ultimate resolution of the matter may take much longer.
     Ultimate costs to the Company will be dependent upon factors beyond its
     control such as the scope and methodology of the remedial action
     requirements to be established by the EPA (in consultation with the State
     of Wisconsin), rapidly changing technology, and the outcome of any related
     litigation.

     The Company, in cooperation with the Wisconsin Department of Natural
     Resources, is conducting an investigation of soil and groundwater
     contamination at the Company's Grafton, Wisconsin plant.  Certain test
     procedures are underway to assess the extent of contamination and to
     develop remedial options for the site.  While the Company has provided for
     estimated investigation and on-site remediation costs, the extent and
     timing of future off-site remediation requirements, if any, are not
     presently determinable.

     In addition to the above mentioned sites, the Company also is currently
     participating with the EPA and various state agencies at certain other
     sites to determine the nature and extent of any remedial action which may
     be necessary with regard to such other sites.  Based on limited
     preliminary data and other information currently available, the Company
     has no reason to believe that the level of expenditures for potential
     remedial action necessary at these other sites will have a material effect
     on its financial position.

4.   Various lawsuits and claims, including those involving ordinary routine
     litigation incidental to its business, to which the Company is a party,
     are pending, or have been asserted, against the Company.  Although the
     outcome of these matters cannot be predicted with certainty, and some may
     be disposed of unfavorably to the Company, management has no reason to
     believe that their disposition will have a materially adverse effect on
     the consolidated financial position of the Company.


  
                                                                        Page 6

<PAGE>   7







November 11, 1996



                        INDEPENDENT ACCOUNTANTS' REPORT




Tecumseh Products Company
Tecumseh, Michigan


     We have reviewed the consolidated condensed balance sheet of Tecumseh
Products Company and Subsidiaries as of September 30, 1996, and the related
consolidated condensed statements of income and cash flows for the three months
and nine months ended September 30, 1996 and 1995.  These financial statements
are the responsibility of the Company's management.

     We have conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters.  It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole.  Accordingly, we do not express such an opinion.

     Based on our review, we are not aware of any material modifications that
should be made to the consolidated condensed financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.

     We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1995, and the
related consolidated statements of income, stockholders' equity and cash flows
for the year then ended (not presented herein); and in our report dated
February 16, 1996, we expressed an unqualified opinion on those consolidated
financial statements.  In our opinion, the information set forth in the
accompanying consolidated condensed balance sheet as of December 31, 1995, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.



                                             CIULLA, SMITH & DALE, LLP
                                             Certified Public Accountants
                                             Southfield, Michigan       

                
                                                                        Page 7


<PAGE>   8

 




                  TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
                    PART I.  FINANCIAL INFORMATION -- ITEM 2
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 RESULTS OF OPERATIONS AND FINANCIAL CONDITION



RESULTS OF OPERATIONS

Sales for the third quarter of 1996 were $408.7 million, up 4% from the same
period in 1995.  Consolidated earnings of $27.2 million, or $1.24 per share
were 9% higher than the $1.14 per share earned in the third quarter of 1995.
The favorable results were due to strong engine sales to snow removal equipment
manufacturers along with increases in North American compressor sales.
Year-to-date sales of $1,395.8 million were 5% higher than the prior year
period.  Nine month earnings of $92.1 million, or $4.21 per share, were down 3%
from the first nine months of 1995, due primarily to lower net interest income.

The following table presents results by business segments:


<TABLE>
<CAPTION>
                                    Three Months Ended    Nine Months Ended
(Dollars in millions)                 September 30,         September 30,
                                    ------------------    -----------------
                                     1996       1995       1996       1995
============================================================================
<S>                                <C>        <C>        <C>        <C>
NET SALES:
 Compressor Products                 $262.1     $266.6   $  893.7   $  868.7
 Engine and Power Train Products      124.2      107.6      424.8      393.4
 Pump Products                         22.4       18.5       77.3       71.5
- ----------------------------------------------------------------------------
    TOTAL NET SALES                  $408.7     $392.7   $1,395.8   $1,333.6
============================================================================
INCOME BEFORE TAXES ON INCOME:
  Compressor Products                $ 24.8     $ 26.3   $   83.8   $   89.7
  Engine and Power Train Products      14.7       10.3       48.0       44.2
  Pump Products                         2.5        1.7       10.5        9.7
  Corporate Expenses                   (2.8)      (2.6)      (7.7)      (7.2)
  Net Interest Income                   3.8        4.4       10.4       15.9
- ----------------------------------------------------------------------------
    TOTAL INCOME BEFORE
      TAXES ON INCOME                $ 43.0     $ 40.1   $  145.0   $  152.3
============================================================================
</TABLE>




                                                                        Page 8
<PAGE>   9



                  TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
                    PART I.  FINANCIAL INFORMATION -- ITEM 2
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            RESULTS OF OPERATIONS AND FINANCIAL CONDITION, CONTINUED


Compressor Products

Worldwide Compressor Products sales for the third quarter of 1996 were $262.1
million and were essentially flat as compared with the same period in 1995.
Year-to-date sales of $893.7 were 3% higher than the previous year period.
Factors impacting the first two quarters of 1996 continued into the third
quarter.  North American compressor sales remained strong but were offset by
weaker sales of compressors produced in overseas operations.

North American compressor sales gains were driven by two recent product
introductions, a small rotary room air conditioning compressor and a household
refrigerator compressor.  In addition, sales of compressors for the domestic
central unitary air conditioning market remained robust.  A retail build-up of
room air conditioner inventory in reaction to record heat in the summer of 1995
led to increased sales.  In addition, strong housing starts and market share
gains in the U.S. household refrigerator market contributed positively to North
American compressor sales.  These sales increases were offset in part by a
decrease in commercial refrigeration sales.

Looking forward, an unseasonably cool summer in key regions of the U.S. has led
to higher than usual levels of room air conditioners remaining in distribution
channels at the end of this past summer season.  The commercial refrigeration
market also continues to show signs of weakness.  These factors are likely to
impact North American compressor demand for the rest of 1996 and possibly into
1997.

The European compressor market and operations were down for the third quarter
and first nine months of 1996 as a result of a cool summer and continuing
economic weakness in Europe.  Domestic Brazilian demand remained steady for
refrigeration products, but exports from the Company's Brazilian operations
were down reflecting sluggish demand in the rest of South and Central America.

Compressor Products operating margin was 9.5% for the third quarter and 9.4%
for the first nine months of 1996 as compared to 9.9% and 10.3% for the same
periods in 1995.  A larger proportion of new product sales resulted in lower
margins due to start-up costs.

For the third quarter of 1996, the Company's Brazilian subsidiary contributed
39% of segment operating profit, versus 41% of segment operating profit for the
same period in 1995.  The operating results for the Company's Brazilian
subsidiary remained strong due to continued domestic demand for refrigeration
products.  Although Brazil's current economic program has been successful in
controlling inflation and lifting consumer confidence, this also resulted in an
artificially strong currency which is expected to continue to exert pressure on
operating margins.

  
                                                                        Page 9
<PAGE>   10



                  TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
                    PART I.  FINANCIAL INFORMATION -- ITEM 2
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            RESULTS OF OPERATIONS AND FINANCIAL CONDITION, CONTINUED


Engine and Power Train Products

Worldwide Engine and Power Train Products sales were $124.2 million in the
third quarter of 1996, a 15% increase compared to the same period in 1995.
Heavy snowfall in the winter of 1996 depleted retail inventories of snow
throwers resulting in strong demand for our snow engine product.  These sales
gains were offset in part by weaker sales in the Company's European and North
American lawn and garden operations.

Nine months sales of $424.8 million were 8% higher than the previous year
period.  Strong second quarter sales due to a previous seasonal delay in
production start-ups by certain lawn and garden customers, along with
significant third quarter gains in snow thrower engine sales, were the primary
contributors to year-to-date sales increases.

Engine and Power Train Products operating margin was 11.8% for the third
quarter of 1996 as compared to 9.5% for the previous year period.  Increased
sales volume in higher margin snow product was the primary reason for
comparable margin gains.  Nine months operating margins of 11.3% were
essentially flat with the prior year period.  Margin gains due to increased
sales volume were offset by higher raw material costs and new facility start-up
costs.

Pump Products

Pump Products sales for the third quarter were $22.4 million, a 21% increase
compared to the third quarter of 1995.  Year-to-date sales of $77.3 million
were 8% higher than the previous year period.  Increased sales in the HVAC
market and flooding-related demand for pumps contributed to the sales gains.

Interest Income

Interest income net of interest expense decreased $5.5 million for the first
nine months of 1996 compared to the same period in 1995, due in large part to
lower financial income reported by the Company's Brazilian subsidiary.  Late in
the second quarter of 1995, the Company lowered its cash position in Brazil to
provide some protection from potential currency devaluations.


                                                                         Page 10
<PAGE>   11



                  TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
                    PART I.  FINANCIAL INFORMATION -- ITEM 2
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            RESULTS OF OPERATIONS AND FINANCIAL CONDITION, CONTINUED


LIQUIDITY AND CAPITAL RESOURCES

In October 1996, the Company announced plans to build a manufacturing facility
in Corinth, Mississippi.  This vertically integrated operation will make
electric motors for compressor products and is expected to provide cost and
delivery time efficiencies.  Total planned investment will approximate $35
million and should be substantially completed by the end of 1997.

In November 1996, the Company announced that it has signed a memorandum of
understanding with Whirlpool of India, Ltd. to acquire Whirlpool's
refrigeration compressor manufacturing facilities in the state of Haryana,
India, subject to execution of a mutually satisfactory definitive agreement and
all necessary approvals.  Tecumseh will continue to manufacture the currently
produced refrigeration compressor and, over the next several years, plans to
expand capacity to include its high efficiency CFC-free TP refrigeration
compressor.  Once expanded and fully equipped, the operation will have
sufficient capacity to produce over 2 million refrigeration compressors
annually.  Total planned investment over the next several years, including
acquisition costs and capacity expansion, is estimated to exceed $60 million.

The Company continued to maintain a strong and liquid financial position.
Working capital of $549.5 million at September 30, 1996 was up from $521.3
million at December 31, 1995, and the ratio of current assets to current
liabilities approximated 3.0.  Nine months capital spending of $87.7 million
included expenditures for a new engine facility in Georgia, and expansion of
the TP compressor line and installation of a new small rotary compressor line
in Brazil.  Total capital spending for 1996 should approximate the same
expenditure level as 1995.  Working capital requirements and planned capital
expenditures for the remainder of 1996 and 1997 are expected to be financed
through internally available funds, although the Company may utilize long-term
financing arrangements in connection with various state investment incentives.

Uncertainties Relating to Forward-Looking Statements

This report contains forward-looking statements within the meaning of the
Securities Laws.  In addition, forward-looking statements may be made orally in
the future by or on behalf of the Company.

Forward-looking statements involve risks and uncertainties, including, but not
limited to, changes in business conditions and the economy in general in both
foreign and domestic markets; weather conditions affecting demand for air
conditioners, lawn and garden products and snow throwers; financial market
changes, including interest rates and foreign exchange rates; economic trend
factors such as housing starts; governmental regulations; availability of
materials; actions of competitors; and the Company's ability to profitably
develop, manufacture and sell both new and existing products.


                                                                        Page 11
<PAGE>   12





       




                  TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
                          PART II.  OTHER INFORMATION



Item 6. Exhibits and Reports on Form 8-K

(a)  None.

(b)  The Company did not file any reports on Form 8-K during the three months
     ended September 30, 1996.
















                                   SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized:



                                                     TECUMSEH PRODUCTS COMPANY
                                                     --------------------------
                                                            (Registrant)




Dated:   November 14, 1996                         By:   /s/   JOHN H. FOSS
- --------------------------                         ------------------------
                                                   John H. Foss
                                                   Vice President, Treasurer and
                                                   Chief Financial Officer

        

                                                                        Page 12
<PAGE>   13
                                Exhibit Index
                                -------------



<TABLE>
<CAPTION>
Exhibit No.             Description
- -----------             -----------
<S>                     <C>
     27                 Financial Data Schedule

</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                         273,200
<SECURITIES>                                         0
<RECEIVABLES>                                  254,700
<ALLOWANCES>                                     6,900
<INVENTORY>                                    256,200
<CURRENT-ASSETS>                               820,300
<PP&E>                                         963,500
<DEPRECIATION>                                 445,500
<TOTAL-ASSETS>                               1,480,300
<CURRENT-LIABILITIES>                          270,800
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        21,900
<OTHER-SE>                                     923,100
<TOTAL-LIABILITY-AND-EQUITY>                 1,480,300
<SALES>                                      1,395,800
<TOTAL-REVENUES>                             1,416,400
<CGS>                                        1,192,800
<TOTAL-COSTS>                                1,266,200
<OTHER-EXPENSES>                                   300
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               4,900
<INCOME-PRETAX>                                145,000
<INCOME-TAX>                                    52,900
<INCOME-CONTINUING>                             92,100
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    92,100
<EPS-PRIMARY>                                     4.21
<EPS-DILUTED>                                     4.21
        

</TABLE>


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