SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 28, 2002
Commission File Number: 333-82617
Michigan Venture Holdings Company LLC 38-3470015
Michigan Vemco, Inc. 38-2737797
Michigan Venture Industries Corporation 38-2034680
Michigan Venture Mold & Engineering Corporation 38-2556799
Michigan Venture Leasing Company 38-2777356
Michigan Vemco Leasing, Inc. 38-2777324
Michigan Venture Holdings Corporation 38-2793543
Michigan Venture Service Company 38-3024165
Michigan Experience Management, LLC 38-3382308
Michigan Venture Europe, Inc. 38-3464213
Michigan Venture EU Corporation 38-3470019
(State or other (Exact name of registrant as (I.R.S. Employer
jurisdiction of specified in its charter) Identification
incorporation or Number)
organization)
33662 James J. Pompo, Fraser, Michigan 48026
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (810) 294-1500
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On May 28, 2002, certain individual managing directors of our primary
German subsidiaries, filed petitions to initiate preliminary insolvency
proceedings under the German Insolvency Act, based upon grounds of a perceived
imminent insolvency rather than an existing insolvency. We believe these
petitions were not properly filed under applicable law. On May 28, 2002, the
German Municipal Court Freiburg, appointed a temporary administrator to examine,
in his capacity as an expert, whether there is good reason to open insolvency
proceedings. The temporary administrator has 90 days in which to make his
determination.
We have filed our objection to the filing of the petitions, asserting
that the filings were improper under German law. At this time, no final decision
as to the opening of insolvency proceedings has been made. We have also provided
information to the temporary administrator as to why it would not be appropriate
to open insolvency proceedings with respect to our German operations. The
temporary administrator currently has certain control over, and has the
authority to approve any significant decisions with respect to, our German
operations.
As a result of the filings in Germany, we have been notified by our
bank group that there is the potential for a default under our bank credit
facility and have entered into a Fifth Amendment (the "Fifth Amendment to Credit
Agreement"), to our Credit Agreement dated as of May 27, 1999, as amended, with
Bank One, NA, as administrative agent, and the lenders identified therein, to,
among other things, provide for the continuation of advances under our revolving
line of credit and provide for a waiver until June 28, 2002 of any default that
may arise due to the filing of the German petitions. In consideration of the
Fifth Amendment to Credit Agreement, Venture Holdings Company LLC has also
agreed not to make the June 1, 2002 interest payments (due on June 3, 2002, the
first business day following the June 1, 2002 interest payment date), on its
$125 million principal amount of 11% Senior Notes due 2007 and its $125 million
principal amount of 12% Senior Subordinated Notes due 2009, on or prior to June
28, 2002. The Indentures governing each of our 11% Senior Notes due 2007 and our
12% Senior Subordinated Notes due 2009 provide for a grace period of 30 days
before the failure to pay interest creates an Event of Default under the
Indentures. Our bank group has also provided a waiver, until June 28, 2002, of
any default under the bank credit facility caused by our agreement not to make
the interest payments on our Senior Notes due 2007 and Senior Subordinated Notes
due 2009 on or prior to June 28, 2002. A copy of the Fifth Amendment to Credit
Agreement is attached as an exhibit to this report and is incorporated herein by
reference.
We continue to operate in Europe and North America without any
disruption to our customers. We are investigating all of our options relating to
these developments and, pursuant to the German court order, we are working with
the temporary administrator to maintain operations and continuity of production
in Germany.
This report includes a number of "forward looking" statements within
the meaning of the Securities Exchange Act of 1934 and is subject to a number of
risks and uncertainties. Such factors include, among others, the following:
international, national and local political, economic and market conditions;
incremental costs, slowed automobile production or other effects that may occur
as a result of the September 2001 terrorist attacks on the World Trade Center
and the Pentagon or reactions thereto by us or our suppliers and customers;
possible future terrorist attacks; demographic changes; the size and growth of
the automobile market or the plastic automobile component market; our ability to
sustain, manage or forecast our growth;
2
the size, timing and mix of purchases of our products; our ability to realize
savings from our focus on reducing and controlling costs; our ability to realize
the benefits of general tax reduction plans; new product development and
introduction; existing government regulations and changes in, or the failure to
comply with, government regulations; adverse publicity; dependence upon original
equipment manufacturers; liability and other claims asserted against us;
competition; the loss of significant customers or suppliers; fluctuations and
difficulty in forecasting operating results; unfavorable currency exchange rates
relative to the U.S. dollar; changes in business strategy or development plans;
business disruptions; product recalls; warranty costs; the ability to attract
and retain qualified personnel; the ability to protect technology; retention of
earnings; control and the level of affiliated transactions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. A list of Exhibits included as part of this report is set
forth in the Exhibit Index which immediately precedes such exhibits and is
incorporated herein by reference.
3
SIGNATURES
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 hereunto duly authorized.
VENTURE HOLDINGS COMPANY LLC
VEMCO, INC.
VENTURE INDUSTRIES CORPORATION
VENTURE MOLD & ENGINEERING CORPORATION
VENTURE LEASING COMPANY
VEMCO LEASING, INC.
VENTURE HOLDINGS CORPORATION
VENTURE SERVICE COMPANY
EXPERIENCE MANAGEMENT LLC
VENTURE EUROPE, INC.
VENTURE EU CORPORATION
Date: June 6, 2002 By: /s/ Michael Alexander
------------------------------------------
Michael Alexander
Chief Financial Officer
Signing on behalf of each registrant and as
principal financial officer of each registrant
4
Exhibit Index
Number Description
10.1 Fifth Amendment, dated as of June 4, 2002, to the Credit
Agreement dated as of May 27, 1999, as amended, among Venture
Holdings Company LLC, the lenders identified therein and Bank
One, NA, as administrative agent.
5