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): August 22, 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 9. Regulation FD Disclosure.
On August 22, 2002, Venture Holdings Company LLC ("Venture") received
correspondence from the temporary administrator appointed by the German
Municipal Court Freiburg confirming that the court had agreed that the deadline
for a decision on whether a formal insolvency proceeding should be instituted
against certain of Venture's German subsidiaries may be postponed until not
later than September 30, 2002 (the "Extension"). In addition, German labor
authorities agreed to continue their wage and benefit guaranty through the month
of September.
As previously reported, in May 2002, certain managing directors of
Venture's German subsidiaries Peguform GmbH & Co. KG, Venture Verwaltungs GmbH,
Venture Beteiligungs GmbH and Venture Germany GmbH (collectively, the "German
Subsidiaries") filed for the institution of preliminary insolvency proceedings
under the German Insolvency Act. As a result, the German court appointed a
temporary administrator to, among other things, assess the financial situation
of the German Subsidiaries and issue a report to the court by September 1, 2002
with the temporary administrator's recommendation as to whether formal
insolvency proceedings should be instituted. The August 22 correspondence from
the temporary administrator stated that the Extension had been granted to give
Venture the opportunity to take all necessary action to avoid commencement of
formal insolvency and its potential consequences.
Venture continues to work toward the goals of dismissal of the German
preliminary proceeding and implementation of its global restructuring plan
through discussions and negotiation with the temporary administrator and its
various constituencies. While implementation of the global restructuring plan
contemplates a certain level of financing of Venture's European operations, the
Company is not seeking direct loans from any European automakers. Instead,
Venture has been discussing possible assistance from these automakers in the
form of collection of outstanding invoices and other commercial accommodations.
These negotiations are ongoing, with no final agreement having been reached by
the parties at this time. Although there can be no assurance that Venture will
be successful in achieving its goals, the Company believes that the additional
time afforded by the Extension enhances the possibility of achieving success in
an orderly fashion.
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;
2
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.
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: August 26, 2002 By: /s/ James E. Butler
------------------------------------------
James E. Butler
Executive Vice President
4