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): July 15, 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 July 15, 2002, Venture Holdings Company LLC and certain of its
subsidiaries (collectively, the "Company") commenced a consent solicitation with
respect to proposed amendments (the "Proposed Amendments") to each of the
Indentures governing its $205 million 9.5% Senior Notes due 2005 (CUSIP No.
92326YAD1), $125 million 11% Senior Notes due 2009 (CUSIP No. 92326YAF6) and
$125 million 12% Senior Subordinated Notes due 2009 (CUSIP No. 92326YAH2)
(collectively, the "Notes"). The consent solicitation is subject to the terms
and conditions set forth in the Company's Consent Solicitation Statement dated
July 15, 2002 (the "Consent Solicitation Statement"). A copy of the Consent
Solicitation Statement and the accompanying Consent Form are attached as
exhibits to this report and are incorporated herein by reference.
The record date for determination of the noteholders entitled to
consent was July 10, 2002. The consent solicitation expires at 5:00 P.M. New
York City Time on Thursday, July 25, 2002, unless extended by the Company. The
Company will pay a consent fee of $2.50 for each $1,000 principal amount of
Notes for which a consent is validly delivered and not revoked. Payment of the
Consent Fee is subject to the approval of the requisite lenders under the
Company's credit facility. The Proposed Amendments are conditioned on the
Requisite Consents (as defined in the Consent Solicitation Statement) being
validly delivered for all series of Notes.
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; 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.
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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: July 15, 2002 By: James E. Butler
--------------------------------
James E. Butler
Executive Vice President
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Exhibit Index
Number Description
99.1 Consent Solicitation Statement, dated as of July 15, 2002.
99.2 Consent Form
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