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): December 12, 2003
Commission File Number: 333-82617
<Caption>
(State or other jurisdiction (Exact name of (I.R.S. Employer
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of incorporation registrant as specified Identification Number)
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or organization) in its charter)
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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
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(Address of principal executive offices, including zip code)
586-294-1500
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(Registrant's telephone number)
N.A.
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On December 12, 2003, Venture Holdings Company LLC and its
subsidiaries (collectively, the "Company"), all of whom are debtors in the
Company's previously-disclosed Chapter 11 reorganization proceeding (Case No.
03-48939), filed complaints (the "Complaints") against Venture Automotive Corp.,
Harper Properties of Clinton Township Ltd., Deluxe Pattern Acquisition
Corporation and Venture Sales & Engineering Corp. (collectively, the
"Defendants"). The Complaints were filed against the Defendants in the United
States Bankruptcy Court for the Eastern District of Michigan, Southern Division
in furtherance of the Plan of Reorganization filed by the Company on September
24, 2003 (the "Plan").
In connection with the filing of the Complaints, the Company
will also file a motion to establish a warrant valuation procedure (the
"Motion"). The Motion will be filed pursuant to the Plan. The Motion will
include, in part, a request for a determination of the value of the Company's
claims set forth in the Complaints and other similar complaints that the Company
may file in the future. The value of the Company's claims against the Defendants
in these and such other complaints will be a significant component in
determining the value of the warrants to purchase common membership interests of
Venture Companies, LLC ("Venture Delaware"). Venture Delaware will be
established pursuant to the Plan. Further, pursuant to the Plan, the warrants
will be issued to certain of the Company's unsecured creditors. The value of the
warrants will be the basis for determining the number of common membership
interests of Venture Delaware to be issued to the Company's unsecured creditors
under the Plan. As the Company has previously disclosed, Venture Delaware will
receive, among other things, the assets of the Company and various companies
owned by Lawrence Winget ("Winget") and his affiliates upon confirmation of the
Plan.
The Complaints and such other complaints that may be filed by
the Company contain claims that the Company holds for the benefit of creditors.
Those claims are based on theories of recovery under the Bankruptcy Code and
other applicable law, including, as applicable, preferential transfer, recovery
of transfers made for less than fair value while the Company was insolvent,
other avoidance actions and other state law claims of action that arise from the
alleged facts.
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. 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
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 Plan and our ability to obtain court approval
with respect to motions in the Chapter 11 proceeding from time to time;
- our ability to successfully prosecute and recover on the claims
described herein and in future complaints we may file;
- 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.
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/ Kenneth E. Anderson
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Name: Kenneth Anderson
Title: Chief Financial Officer
Dated: December 12, 2003