SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): SEPTEMBER 22, 2003
Commission File Number: 333-82617
(State or other jurisdiction of (Exact name of registrant as specified in its charter) (I.R.S. Employer
incorporation or organization Identification Number)
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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
33662 JAMES J. POMPO, FRASER, MICHIGAN 48026
(Address of principal executive offices, including zip code)
586-294-1500
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(Registrant's telephone number)
N.A.
(Former Name or Former Address, if Changed Since Last Report)
ITEM 9. REGULATION FD DISCLOSURE.
On September 22, 2003, Venture Holdings Company LLC (the "Company")
reached a definitive agreement (the "Contribution Agreement") with Larry J.
Winget and certain of his affiliates pursuant to which the ownership or assets
of approximately 29 entities owned by Winget and his affiliates (which entities
have certain business relationships with the Company and its affiliates) (the
"Contributed Entities") will be contributed to a new Delaware limited liability
company ("Venture Delaware") that is proposed to be formed in connection with
the reorganization of the Company. Such proposed reorganization is described in
the Plan described below. A copy of the Contribution Agreement is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
The Company also filed on September 24, 2003 its "Debtors' Joint Plan
of Reorganization" dated September 24, 2003 (the "Plan") in the United States
Bankruptcy Court for the Eastern District of Michigan, Southern Division, in
Case No. 03-48939 (the "Bankruptcy Proceeding"). The Plan sets forth the
Company's and the other debtors' proposed treatment of certain claims in
connection with the Bankruptcy Proceeding, including the proposed formation of
Venture Delaware, to which the assets of the debtors and the Contributed
Entities would be contributed. Under the Plan, the equity of Venture Delaware
would be issued to certain existing senior bank lenders, Larry J. Winget and
certain holders of unsecured claims, all as described in the Plan. A copy of the
Plan is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
The Company has named Horst Geldmacher interim Chief Executive Officer
while the Company continues to search for a permanent replacement. Mr.
Geldmacher joined the Company earlier this year as the Chief Executive Officer
of the Company's European operations.
This report may contain statements that are, or may be deemed to be
forward- looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward looking statements include those
regarding consummation of the transactions contemplated by the Contribution
Agreement and the Plan. Although the Company believes that such forward-looking
statements are reasonable, we can give no assurance that such expectations will
prove to have been correct. Such forward-looking statements involve known and
unknown risks, uncertainties, and other factors that may cause the actual
results, performance or achievements of the Company to be different from any
future results, performance, and achievements expressed or implied by these
statements. Such risk factors include, among others, the following:
- changes arising from our Chapter 11 filing, including the length
of time we will operate under Chapter 11 protection, the outcome
of the proceedings in general, whether we will have sufficient
funds to pay all of our allowed secured, administrative and
priority claims, and uncertainties relating to whether the
transactions contemplated by the Contribution Agreement and the
Plan will be consummated;
- our ability to continue as a going concern;
- our ability to satisfy the conditions to closing the proposed
transactions under the Contribution Agreement and the Plan;
- our ability to obtain court approval with respect to motions in
the Chapter 11 proceeding from time to time;
- our ability to develop, negotiate, prosecute, confirm and
consummate one or more plans of reorganization with respect to our
Chapter 11 case, including the Plan;
- risks associated with third parties seeking and obtaining court
approval to terminate or shorten the exclusivity period that we
have to confirm one or more plans of reorganization, for the
appointment of a Chapter 11 trustee or to convert our case to a
Chapter 7 case;
- our ability to obtain and maintain satisfactory terms with vendors
and service providers;
- our ability to maintain contracts that are critical to our
operations;
- our ability to maintain the services of managers and other key
employees;
- the potential adverse impact of the Chapter 11 case on our
liquidity or results of operations;
- our ability to develop, fund and execute our revised business
plan; and
- other risk factors affecting our business generally including:
international, national and local political, economic and market
conditions; incremental costs, slowed automobile production or
other effects that may occur as a result of possible war or future
terrorist attacks; demographic changes; the size and growth of the
automobile market or the plastic automobile component market; 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; and the ability
to protect technology.
The forward-looking statements included in this report are based on
information available to us as of the date of this report, and we assume no
obligation to update any of these statements.
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.
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
By: /s/ James E. Butler
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Name: James E. Butler
Title: Executive Vice President
Dated: September 25, 2003
EXHIBIT INDEX
Exhibit No.
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(10.1) Contribution Agreement, dated as of September 22, 2003, among
Larry J. Winget and the Larry J. Winget Living Trust, and
certain other transferors named in the agreement and Venture
Holdings Company LLC and its domestic subsidiaries.
(10.2) Debtors' Joint Plan of Reorganization, dated as of September
24, 2003, filed on September 24, 2003 by the Company and the
other Debtors in the United States Bankruptcy Court for the
Eastern District of Michigan, Southern Division, in Case No.
03-48939.