UNITED STATES
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: APRIL 5, 2004
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(DATE OF EARLIEST EVENT REPORTED)
333-82617
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(COMMISSION FILE
NUMBER)
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
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(STATE OR OTHER (EXACT NAME OF REGISTRANT AS SPECIFIED (I.R.S. EMPLOYER
JURISDICTION OF IN ITS CHARTER) IDENTIFICATION
INCORPORATION) NUMBER)
6555 15 MILE ROAD
STERLING HEIGHTS, MICHIGAN 48312
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(586) 276-1701
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
Venture Holdings Company LLC ("Venture Holdings") and its
subsidiaries, Vemco, Inc., Venture Industries Corporation, Venture Mold
and Engineering Corporation, Venture Leasing Company, Venture Leasing,
Inc., Venture Holdings Corporation, Venture Service Company, Experience
Management LLC, Venture Europe, Inc. and Venture EU Corporation
(collectively with Venture Holdings, the "Debtors"), are each Debtors
and Debtors-in-Possession in jointly administered cases under Chapter
11 of the United States Bankruptcy Code (collectively the "Chapter 11
Cases") in the United States Bankruptcy Court for the Eastern District
of Michigan, Southern Division, at Detroit, Michigan (the "Bankruptcy
Court"). The Debtors and the Official Committee of Unsecured Creditors
of Venture Holdings (the "Committee"), as co-plaintiffs, filed suit
on April 5, 2004 in the Bankruptcy Court against Larry J. Winget, Sr.
("Winget"), the sole beneficiary of the Venture Holdings Trust (which,
in turn, owns all of the equity interest in Venture Holdings), certain
relatives of Winget and certain entities owned or controlled by Winget
(collectively "Defendants"). The lawsuit filed by the Debtors and the
Committee asserts in part:
"The Debtors have entered into a
series of related party transactions
with various Winget-controlled
affiliates at the direction of Winget,
pursuant to which the Debtors received
little to no consideration and/or less
than reasonably equivalent value."
The lawsuit, in conjunction with certain lawsuits previously
filed by Debtors in the Bankruptcy Court against Winget-controlled or
Winget-affiliated entities, seeks, inter alia, the following relief:
1. Recovery of payments to one or more of Defendants aggregating
in excess of Three Hundred Million Dollars ($300,000,000)
together with interest thereon (collectively the "Transfers"
herein).
2. Avoidance of certain of the Transfers as preferential
transfers under Sections 547 and 550 of the Bankruptcy Code.
3. Avoidance of certain of the Transfers as fraudulent transfers
under Sections 544, 548 and 550 of the Bankruptcy Code.
4. Recharacterization of the debts owed by Debtors to Defendants
as equity contributions.
5. Substantive consolidation of the assets and liabilities of
Defendants with those of Debtors.
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6. Imposition of a constructive trust for the benefit of Debtors
on properties transferred to Defendants by Debtors or obtained
by Defendants with funds transferred to Defendants by Debtors.
7. The appointment of an equity receiver to preserve, protect and
administer certain contracts between and among Debtors and
certain of the Defendants and the personal property, real
property and equipment related thereto, which are essential to
the continued operation of Debtor's automotive supply
businesses.
8. Disallowance of Defendants' claims against Debtors pursuant to
Section 502 (d) of the Bankruptcy Code.
In addition to the lawsuit described above, the Debtors have
delivered to the United States Securities Exchange Commission, Division
of Enforcement (the "SEC") a report prepared by Doeren Mayhew,
forensic advisers to the Debtors (herein the "DM Report"), which
describes the transactions referenced in, and calculates the value of
the Transfers which are the subject of, the Lawsuit. In light of the
information contained in the DM Report, it appears that financial
information previously publicly reported by Venture Holdings as far
back as at least 1998 is unreliable and should not be relied upon by
investors.
In addition to the foregoing, management and the respective
boards of managers/directors of the Debtors, in a matter that the
Debtors believe is unrelated to the Winget litigation, has directed
Debtors' counsel to meet with the United States Attorney for the
Eastern District of Michigan to discuss an additional Doeren Mayhew
report regarding apparent accounting irregularities at the Debtors'
Grand Blanc, Michigan facility. Investigation by the Debtors and Doeren
Mayhew disclosed the following:
1. Apparent understatement of payables at the Grand Blanc
facility during fiscal 2003 aggregating $8,000,000 --
$10,000,000
2. Overstatement of inventory at the Grand Blanc facility during
fiscal 2002 and 2003 in the range of $2,500,000 -- $2,800,000.
Debtors' pre-bankruptcy and post-bankruptcy working capital
lenders have been provided with the relevant Doeren Mayhew report.
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SIGNATURE
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 thereunto duly authorized.
VENTURE HOLDINGS COMPANY LLC
VEMCO, INC.
VENTURE INDUSTRIES CORPORATION
VENTURE MOLD & ENGINEERING
CORPORATION
VENTURE LEASING COMPANY
VENTURE 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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Kenneth E. Anderson
Chief Financial Officer
Date: April 6, 2004
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