UNITED STATES
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: MAY 26, 2004
--------------------------------
(DATE OF EARLIEST EVENT REPORTED)
333-82617
------------------------
(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
- ------------------------------- ------------------------------------------------------ ---------------------------------------
(STATE OR OTHER JURISDICTION OF (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION)
6555 15 MILE ROAD
STERLING HEIGHTS,
MICHIGAN 48312
- --------------------- -----
(ADDRESS OF PRINCIPAL (ZIP
EXECUTIVE OFFICES) CODE)
(586) 276-1701
----------------------------------
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
Venture Holdings Company LLC 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, the
"Debtors") are each Debtors and Debtors in Possession in jointly
administered cases (Case No. 03-48939) under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the
Eastern District of Michigan, Southern Division, at Detroit, Michigan
(the "Bankruptcy Court").
On May 13, 2004, the Bankruptcy Court entered an Order
establishing an expedited process for approval of the Debtors'
Disclosure Statement with respect to the Debtors' Joint Plan of
Reorganization and setting a hearing beginning on June 17, 2004 on the
confirmation of the Debtors' Joint Plan of Reorganization. On May 17,
2004, the Debtors filed their First Amended Disclosure Statement. On
May 18, 2004, the Debtors filed their First Amended Joint Plan of
Reorganization. In response to input from various constituents in these
cases, the Debtors filed their Second Amended Joint Plan of
Reorganization on May 25, 2004 (the "Plan"). Also on May 25, 2004, the
Court held a hearing on the approval of the Debtors' First Amended
Disclosure Statement for distribution to creditors for purposes of
soliciting votes on the Plan (the "Disclosure Statement Hearing"). In
response to comments provided by parties in interest up to and during
the Disclosure Statement Hearing, the Debtors filed their Second
Amended Disclosure Statement, which the Court approved for distribution
on May 26, 2004. A copy of the Second Amended Disclosure Statement and
all exhibits thereto, including the Plan and that certain Contribution
Agreement dated as of September 22, 2003 (the "Contribution Agreement")
by and between the Debtors and the Winget Entities, as defined below,
is attached as Exhibit 99 to this Current Report and is incorporated by
reference. The Debtors are in the process of soliciting votes on the
Plan in anticipation of the confirmation hearings scheduled to begin on
June 17, 2004. The Debtors, the Creditors' Committee and the steering
committee for the Debtors' pre-petition secured lenders (the "Steering
Committee") support the Plan.
At the Disclosure Statement Hearing, counsel for 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), on behalf of himself and certain entities owned or
controlled by Winget (collectively, the "Winget Entities"), presented a
letter to the Debtors dated May 25, 2004 (the "Contribution Agreement
Termination Letter") which purportedly terminates the Contribution
Agreement. The Contribution Agreement Termination Letter states that
the Winget Entities are terminating the Contribution Agreement for the
alleged failure of the Debtors to comply with certain conditions in the
Contribution Agreement prior to the Disclosure Statement Hearing. The
Contribution Agreement Termination Letter also cites as grounds for
termination or rescission of the Contribution Agreement under Michigan
law, actual and anticipatory breach of the Contribution Agreement,
breach of the implied covenant of good faith and fair dealing,
impossibility of condition and frustration of purpose. The Debtors, the
Steering Committee and the Creditors' Committee dispute that the effect
of the Contribution Agreement Termination Letter is a valid termination
of the Contribution Agreement and will seek to compel the Winget
Entities to comply with the Contribution Agreement. While the Debtors
believe that they have valid arguments to negate the effectiveness of
the Contribution Agreement Termination Letter, if the Debtors'
arguments are not successful, because the Contribution Agreement is an
integral component of the Plan, the Debtors will not be able to confirm
the Plan.
In addition, Winget and Venture Holdings entered into a
Separation Agreement dated as of May 13, 2004 (the "Winget Separation
Agreement") pursuant to which (a) Winget's employment with Venture
Holdings was terminated and (b)Winget resigned from his positions as an
officer or member of the board of managers of Venture Holdings, and as
an officer, director and/or employee of each direct and indirect
subsidiary of Venture Holdings, including the Debtors, to the extent
currently held by Winget. The Winget Separation Agreement is subject to
Bankruptcy Court approval. A copy of the Winget Separation Agreement is
attached as Exhibit 10 to this Current Report and is incorporated by
reference.
2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
1. Financial Statements of Businesses Acquired.
Not applicable.
2. Pro Forma Financial Information.
Not applicable.
3. Exhibits.
List of Exhibits
10 Separation Agreement dated May 13, 2004 between Larry J. Winget and Venture Holdings Company, LLC.
99 Second Amended Disclosure Statement of Venture Holdings Company LLC and its Domestic Subsidiaries
dated May 25, 2004.
3
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/ DAVID E. BARNES
----------------------------------
David E. Barnes
Vice President and General Counsel
Date: June 4, 2004
4
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10 Separation Agreement dated May 13, 2004 between Larry J. Winget and Venture Holdings Company, LLC.
99 Second Amended Disclosure Statement of Venture Holdings Company LLC and its Domestic Subsidiaries
dated May 25, 2004.
UNITED STATES