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 25, 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 25, 2002, Venture Holdings Company LLC and certain of
its subsidiaries (collectively, the "Company") announced that there was no
longer any contingency to the consent fee to be paid in relation to the
previously reported consent solicitation (the "Solicitation") commenced on July
15, 2002 with respect to 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 Company announced that if the lenders under the Company's senior credit
facility do not approve the payment of the consent fee of $2.50 for each $1,000
principal amount of Notes for which consents are validly delivered and not
revoked, Larry Winget, the owner of the Company, has agreed to use his personal
funds to pay the consent fee. The Company also announced that, upon receipt of
the requisite consents to the Solicitation being validly delivered for all
series of Notes, it will commence bi-weekly conference calls with the holders of
the Notes to update them on the status of the Company and its restructuring
efforts until such time as the preliminary insolvency proceeding of its German
subsidiaries, commenced on or about May 28, 2002 (the "German Preliminary
Proceeding"), is discharged through dismissal, withdrawal of petitions, a
finding of restored solvency, or the conversion of the proceeding to a formal
insolvency proceeding under which assets are to be liquidated or sold.
Also on July 25, 2002 the Company announced that Larry Winget, upon
receipt by the Company of requisite consents to the Solicitation being validly
delivered and not revoked for all series of Notes, will enter into an agreement
with the Company whereby he will contribute to it certain businesses he
currently owns outside the Company and terminate certain commissions and
management fees in the event that the German Preliminary Proceeding is
dismissed, a formal insolvency proceeding is not commenced in Germany or
elsewhere and no unwaived event of default exists under the Company's Indentures
or senior credit facility. The businesses being contributed include virtually
all of the machinery and real estate currently being leased by the Company's
North American operations, patents owned by Mr. Winget's entities outside the
Company, and other entities or their activities, specifically Deluxe Pattern,
Venture South Africa and Venture Australia. The projected $75 million of EBITDA
attributable to these businesses and fees is and will be incremental to the
Company, with approximately $25 million being contributed as part of the
Company's European operations. The remaining $50 million incremental
contribution will be to cash flow in North America, with the assets or
activities being contributed to the entities that are issuers or guarantors of
the Notes. The contributed entities are subject to approximately $30 million of
debt, a portion of which will be attributable to Europe.
While Mr. Winget is not obligated to pay the consent fee, he has agreed
to take the extraordinary steps of agreeing to make such payment, and also
agreeing to contribute his businesses and terminate fees and commissions, to,
among other things, (a) facilitate the receipt of the requisite consents
pursuant to the Solicitation and make it possible for the Company to make the
interest payment, initially due July 1, 2002, on its $205 million 9.5% Senior
Notes due 2005, (b) avoid a formal insolvency proceeding in Germany, (c) allow
for the implementation of the Company's global restructuring plan, and (d) avoid
a near term U.S. bankruptcy risk created by potential defaults under the
Indentures governing the 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
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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.
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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 25, 2002 By: /s/ James E. Butler
--------------------------------
James E. Butler
Executive Vice President
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