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: JANUARY 21, 2005
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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 IN ITS (I.R.S. EMPLOYER
JURISDICTION OF 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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
/ / Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR140.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 7.01. 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, Detroit, Michigan (the "Bankruptcy Court").
On January 21, 2005, Judge Thomas Tucker entered an order denying
confirmation of the Debtors' Second Amended Joint Plan of Reorganization
(the "Plan"), which Plan had been filed with the Bankruptcy Court on May
26, 2004 and is included as Exhibit 99 to the Debtors' Current Report on
Form 8-K dated May 26, 2004. On January 26, 2005, Judge Tucker amended his
Opinion filed January 21, 2005. A copy of the Amended Opinion Denying
Confirmation of Debtors' Second Amended Joint Plan or Reorganization is
attached hereto as Exhibit 99. The Debtors have a hearing scheduled for
February 1, 2005, at which they will seek approval of sale procedures to
sell substantially all of the assets of the Debtors under section 363 of
the Bankruptcy Code.
The statements contained in this Current Report on Form 8-K that are
not purely historical, including statements regarding the Debtors'
expectations, beliefs, intentions, or strategies pertaining to Bankruptcy
Court approval of sale procedures relating to the sale of substantially
all of the Debtors' assets, are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 31E of
the Securities Exchange Act of 1934. Such forward-looking statements are
not guarantees of future events and involve risks and uncertainties that
may cause actual events to differ materially from those projected in the
forward-looking statements as a result of various factors. All
forward-looking statements included in this document are based on
information available to the Debtors on the date hereof, and the Debtors
assume no obligation to update any such forward-looking statement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
EXHIBIT
NO. DESCRIPTION
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99 Amended Opinion Denying Confirmation of Debtors' Second Amended
Joint Plan of Reorganization
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
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David E. Barnes
Vice President and General Counsel
Date: January 27, 2005
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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99 Amended Opinion Denying Confirmation of Debtors' Second Amended
Joint Plan of Reorganization