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 19, 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 NUMBER)
INCORPORATION)
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 CFR 140.14a-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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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 (the "Code")
in the United States Bankruptcy Court for the Eastern District
of Michigan, Southern Division, Detroit, Michigan (the
"Bankruptcy Court").
Similarly, Deluxe Pattern Corporation and certain of
its domestic affiliates, Farm & Country Real Estate Company,
Patent Holding Company, Realven Corporation, Venture
Automotive Corporation, Venture Equipment Acquisition Company,
Venture Heavy Machinery LLC, Venture Real Estate, Inc. and
Venture Real Estate Acquisition Company (collectively, the
"Deluxe Entities"), are each Debtors and Debtors-in-Possession
in jointly administered cases under Chapter 11 of the Code in
the Bankruptcy Court. All of the equity interests in both the
Debtors and the Deluxe Entities are held by Larry J. Winget
and/or certain entities owned or controlled by Larry J.
Winget.
On April 19, 2005, the Bankruptcy Court issued a Sale
Order approving the transactions contemplated by a form of
Asset Purchase Agreement (the "Purchase Agreement") among the
Debtors, the Deluxe Entities (together with the Debtors, the
"Sellers"), and New Venture Holdings, LLC, an entity formed by
the pre-petition senior lenders of the Debtors (the "Buyer"),
pursuant to which the Buyer would acquire, subject to the
approval of the Bankruptcy Court pursuant to Section 363 of
the Code, substantially all of the property and assets of the
Deluxe Entities and the Debtors, other than equity interests
in certain foreign subsidiaries of the Debtors, certain
accounts receivable and certain parcels of real property
containing closed facilities. The form of Purchase Agreement
is attached hereto as Exhibit 10 and is incorporated herein by
reference. The Debtors anticipate that the Purchase Agreement,
in substantially the form attached hereto, will be executed by
the parties on or about April 26, 2005, although no assurances
can be given in this regard.
The aggregate purchase price payable by the Buyer to
the Sellers under the Purchase Agreement consists of (a) cash
in the amount necessary to pay the amounts owed pursuant to
post-petition credit agreements, including the post-petition
credit facility, agent costs, closing costs and certain
carve-outs, (b) cash in the amount necessary to pay 50% of
accrued professional fees of the Debtors and the Creditors
Committee, (c) a credit bid of $500,000 of the pre-petition
obligations (the "Credit Bid"), (d) certain cash payments to
the pre-petition senior lenders who do not participate in the
Credit Bid, based on their holdings of pre-petition
obligations, (e) the assumed liabilities required to be paid
at the closing pursuant to the Key Employee Retention Program
of certain Sellers and for the pre-petition trade payables of
the Deluxe Entities, and (f) the cure costs relating to
contracts of Sellers to be assumed by the Buyer. In addition,
the Buyer will assume all listed employee benefit plans and
COBRA obligations of Sellers.
The Purchase Agreement provides that it may be
terminated under the following conditions: (i) by mutual
consent of the Buyer and the Sellers; (ii) by the Buyer or
Sellers if the Sale Order has not become a final sale order by
30 days after the sale hearing, provided that the failure of
the Sale Order to become a final sale order by such date shall
not have been caused by, or resulted from, actions by the
terminating party; (iii) subject to extension as
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provided in the Sale Procedures Order automatically if the
Closing does not occur on or prior to April 28, 2005, but in
no event later than May 28, 2005; (iv) by the Buyer if there
is a material breach by any Seller of any of the Sellers'
covenants, agreements, representations or warranties that
remain uncured within seven days of written notice from the
Buyer; (v) by Seller if there is a material breach by the
Buyer of any of the Buyer's covenants, agreements,
representations or warranties that remain uncured within seven
days of written notice from the Sellers; or (vi) by the Buyer
upon the conversion of the Sellers' Chapter 11 filings to
Chapter 7 filings, a transfer of venue by only one of either
the Deluxe Entities or the Debtors, a filing by the Deluxe
Entities or Venture of a reorganization plan which does not
provide for the sale under the Purchase Agreement, or the
appointment of a trustee, examiner or receiver for Sellers.
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 the execution of the Purchase
Agreement and Bankruptcy Court approval of 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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10 Form of Asset Purchase Agreement, dated as of April 8, 2005,
among Deluxe Pattern Corporation (including certain
affiliates), Venture Holding Company, LLC (including certain
affiliates) and New Venture Holdings, LLC
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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/ David E. Barnes
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David E. Barnes
Vice President and General Counsel
Date: April 25, 2005
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10 Form of Asset Purchase Agreement, dated as of April 8, 2005,
among Deluxe Pattern Corporation (including certain
affiliates), Venture Holding Company, LLC (including certain
affiliates) and New Venture Holdings, LLC
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